SCHEDULE: Voss Capital Boosts Xponential Fitness Stake to 13.86%

Voss Capital and its affiliates have reported a significant beneficial ownership stake of 13.86% in Xponential Fitness, Inc.'s Class A common stock.

Summary

• Voss Capital, L.P. and its affiliated entities, including Voss Value Master Fund, L.P., Voss Value-Oriented Special Situations Fund, L.P., Voss Advisors GP, LLC, and Travis W. Cocke, collectively reported beneficial ownership of 4,875,490 shares of Xponential Fitness, Inc. Class A common stock.
• This aggregate ownership represents 13.86% of the outstanding Class A common stock, based on 35,169,000 shares outstanding as of October 31, 2025.
• Travis W. Cocke, as the managing member of Voss Capital and Voss Advisors GP, LLC, is deemed to beneficially own the same 13.86% stake.
• The filing states that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer, other than activities solely in connection with a nomination under Rule 14a-11.
• Voss Value Master Fund, L.P. holds 758,653 shares (2.16%), and Voss Value-Oriented Special Situations Fund, L.P. holds 150,000 shares (0.43%).
• Voss Capital, L.P. manages these funds and additional accounts, bringing its total deemed beneficial ownership to 4,875,490 shares.

Sentiment

Score: 6

Explanation: The filing indicates a significant and sustained investment by Voss Capital, suggesting confidence in Xponential Fitness. The explicit disclaimer of intent to influence control provides clarity, generally viewed as neutral to slightly positive by the market.

Positives

• A significant stake by an institutional investor like Voss Capital can be interpreted as a vote of confidence in Xponential Fitness's long-term value and prospects.
• The reporting persons explicitly state that the shares were not acquired for the purpose of changing or influencing control, which may reduce concerns about immediate activist pressure.

Risks

• While the filing disclaims intent to influence control, a substantial ownership stake by an investment firm could still lead to future engagement or pressure on management regarding strategic direction or corporate governance, even if not the primary stated purpose of the acquisition.

Industry Context

This filing reflects an institutional investor's position in a company within the fitness industry, indicating a belief in the sector's potential or the specific company's strategy. Large stakes by investment firms are common across various industries as part of their portfolio management.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional stake may influence investor perception and potentially the stock's trading activity. It signals a notable investor's belief in the company's value.
• Management: While the filing disclaims intent to influence control, management may be aware of the substantial ownership and potential for future engagement from a large shareholder.

Key Dates

Keywords

Xponential Fitness, Voss Capital, Schedule 13G, Beneficial Ownership, Class A Common Stock, Institutional Investor, Investment Fund, Shareholder Stake