SCHEDULE: Voss Capital Boosts Xponential Fitness Stake to 18.1%

Voss Capital and its affiliates have increased their beneficial ownership in Xponential Fitness, Inc. to 18.1% of Class A common stock as of December 31, 2025.

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 beneficially own 6,363,653 shares of Xponential Fitness, Inc.'s Class A common stock.
• This aggregate ownership represents approximately 18.1% of the outstanding Class A common stock, calculated based on 35,169,000 shares outstanding as of October 31, 2025.
• Voss Capital, L.P. and Travis W. Cocke each hold sole voting and dispositive power over 5,483,653 shares and shared voting and dispositive power over 880,000 shares.
• The reporting persons state that the securities were not acquired for the purpose of changing or influencing control of the issuer, other than activities solely in connection with a nomination under Rule 240.14a-11.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development. A significant stake by a value-oriented investment firm suggests a belief in the company's underlying value, and the potential for board engagement could be a catalyst for positive change.

Positives

• A significant ownership stake of 18.1% by an investment firm like Voss Capital can signal strong conviction in Xponential Fitness's long-term value.
• The explicit mention of potential activities solely in connection with a nomination under Rule 240.14a-11 suggests an intent for active shareholder engagement, which could lead to improved corporate governance or strategic direction.

Negatives

• No explicit negatives are detailed in this ownership disclosure filing.

Risks

• The reporting persons may engage in activities solely in connection with a nomination under Rule 240.14a-11, which could lead to board changes or strategic shifts, potentially causing short-term uncertainty.

Future Outlook

NA

Industry Context

NA

Corporate Governance

Stakeholder Impact

• Shareholders: May view the increased institutional ownership and potential for active engagement as a positive signal for the company's future performance and governance.
• Management: Could face increased scrutiny and pressure to perform, potentially leading to strategic adjustments or operational improvements.

Next Steps

• The reporting persons may continue to monitor their investment and potentially engage in activities related to director nominations under Rule 240.14a-11.

Key Dates

Recommendation

A seasoned investor would likely view Voss Capital's increased stake to 18.1% as a strong vote of confidence in Xponential Fitness. Value-oriented funds typically build significant positions when they identify undervalued assets or believe in a company's long-term growth prospects. The explicit mention of potential director nominations, while not a control bid, suggests an intent to actively engage and potentially unlock further value, which could be a positive catalyst for the stock. This indicates a belief in the company's fundamentals and a proactive approach to shareholder value creation.

Keywords

Xponential Fitness, Voss Capital, Shareholder Ownership, SEC Filing, Schedule 13G, Investment Firm, Class A Common Stock, Beneficial Ownership, Corporate Governance, Shareholder Activism