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SCHEDULE 13D/A Filed 2026-10-30 Event 2026-10-30 SEC 0000921895-26-002888 →

Fund 1 Investments, LLC → Xponential Fitness, Inc. XPOF

Stake: 9.90% Shares: 4,170,610 CUSIP: 98422X101 Class: Class A common stock, par value $0.0001 per share
Composite Decision Signal · PASS (LOW BASE-RATE EDGE) Conviction Score: 36/100 · Filer 90d Win Rate: 33% · Hist. 90d Edge: +2.6%
  • Filer track record (14 filings): 33% 90d win rate, +2.6% 90d edge
  • High conviction ownership stake (9.9%)
  • 7 NPORT-P mutual funds holding CUSIP
  • Elevated short days-to-cover (13.3 DTC)
  • Short interest building (+11.4% vs prior settlement)

Item 4 — Purpose of Transaction

Item 4 is hereby amended to add the following: On October 30, 2026, the Reporting Person delivered a letter (the "Letter") to the Issuer's board of directors (the "Board") including a non-binding proposal for the Reporting Person to acquire all of the outstanding Shares of the Issuer in a take-private transaction. Based on the Reporting Person's review of publicly available information, the Reporting Person expressed its willingness to propose an acquisition price in the range of $5.61 to $7.00 per share in cash, which is at least 50% above the closing price of $3.74 on October 29, 2026. The Reporting Person stated that it is open to allowing other shareholders to participate in a transaction alongside the Reporting Person, with the Reporting Person acquiring the majority interest, with the scope of such participation determined through the Board's strategic process. The Reporting Person noted that ultimately it would seek a waiver of the Issuer's Stockholder Rights Agreement, dated October 12, 2026, so it is able to work with other interested shareholders. The Reporting Person highlighted its prior engagement with the Board and intention to continue to work together in a constructive manner toward an outcome that is in the best interests of all shareholders and other stakeholders, and the Reporting Person's track record delivering substantial value at other portfolio companies. A copy of the Letter is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Cross-References

Insider Activity (last 365d)
4 transactions
4 buys · 0 sales · 0 awards/exercises
Issuer Cluster
9 13D/G filings on this issuer
8 other filings besides this one
Filer Track Record
31 filings by this filer
30 other filings in the data moat
Short Interest · settle 2026-10-15
DTC 13.28
12,153,410 shares short · +11.4% vs prior

Form 4 Insider Transactions · last 365d

DateInsiderRoleTypeSharesPriceValue
2026-04-01 Yang Tseli Lily director Award 4,276 — —
2026-04-01 HAASE BRUCE N director Award 4,789 — —
2026-04-01 Grabowski Mark director, 10%+ owner Award 5,772 — —
2026-04-01 Lee Rachel H. director Award 3,763 — —

Other 13D/G Filings on Xponential Fitness, Inc.

FiledFormFilerStakeShares
2026-10-20 SCHEDULE 13D/A Fund 1 Investments, LLC 9.90% 4,170,610 view →
2026-10-07 SCHEDULE 13D/A Fund 1 Investments, LLC — 4,170,610 view →
2026-09-30 SCHEDULE 13D/A Fund 1 Investments, LLC — 4,160,610 view →
2026-08-25 SCHEDULE 13D Fund 1 Investments, LLC 9.90% 4,170,610 view →
2023-02-22 SC Grabowski Mark — — view →
2023-02-22 SC Geisler Anthony — — view →
2022-04-13 SC Grabowski Mark — — view →
2021-08-31 SC Geisler Anthony — — view →

Other Filings by Fund 1 Investments, LLC

FiledFormIssuerStakeShares
2026-10-20 SCHEDULE 13D/A Xponential Fitness, Inc. 9.90% 4,170,610 view →
2026-10-16 SCHEDULE 13D/A Funko, Inc. 9.90% 5,527,297 view →
2026-10-07 SCHEDULE 13D/A Xponential Fitness, Inc. — 4,170,610 view →
2026-09-30 SCHEDULE 13D/A Xponential Fitness, Inc. — 4,160,610 view →
2026-09-22 SCHEDULE 13D/A Funko, Inc. 9.80% 5,497,413 view →
2026-09-08 SCHEDULE 13D/A TILLY'S, INC. — 5,801,933 view →
2026-08-25 SCHEDULE 13D Xponential Fitness, Inc. 9.90% 4,170,610 view →
2026-06-25 SCHEDULE 13D/A Citi Trends Inc CTRN 21.90% 1,823,486 view →
2026-06-18 SCHEDULE 13D/A Funko, Inc. FNKO 9.41% 5,257,086 view →
2025-12-03 SCHEDULE TILE SHOP HOLDINGS, INC. TTSH 28.80% 12,859,012 view →
2025-04-29 SCHEDULE BJs RESTAURANTS INC BJRI 4.69% 1,046,628 view →
2025-04-28 SCHEDULE Citi Trends Inc CTRN 31.10% 2,573,486 view →
2025-03-04 SCHEDULE TILLY'S, INC. TLYS 35.80% 8,174,879 view →
2025-02-24 SCHEDULE BJs RESTAURANTS INC BJRI 9.40% 2,144,584 view →
2025-02-18 SCHEDULE TILLY'S, INC. TLYS 35.80% 8,174,879 view →
2025-02-11 SCHEDULE BJs RESTAURANTS INC BJRI 9.85% 2,247,984 view →
2025-02-03 SCHEDULE TILLY'S, INC. TLYS 35.80% 8,174,879 view →
2025-01-22 SCHEDULE DESTINATION XL GROUP, INC. DXLG 10.60% 5,758,261 view →
2025-01-14 SCHEDULE TILLY'S, INC. TLYS 35.80% 8,174,879 view →
2025-01-02 SCHEDULE TILLY'S, INC. TLYS 35.80% 8,174,879 view →
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