Xponential Fitness, Inc. 8-K

What Happened
Xponential Fitness announced the appointment of Danielle Porto Parra as President, effective May 18, 2026, and filed related disclosures. The board also approved (i) an amendment to the Omnibus Incentive Plan (May 14, 2026) that clarifies change‑in‑control treatment of equity awards and what it means for awards to be “assumed,” and (ii) adoption of an Executive Severance Plan (May 12, 2026) that sets severance pay, vesting and benefits for eligible employees, including executives.

Key Details

• Appointment and pay: Danielle Porto Parra named President effective May 18, 2026. Offer letter (dated May 5, 2026) sets initial base salary of $600,000 and a target annual bonus of 60% of base (target = $360,000).
• Up‑front cash: Parra will receive a guaranteed 2026 cash bonus equal to 100% of target ($360,000) (paid by April 15, 2027) and a $100,000 sign‑on bonus (paid within 30 days of May 18, 2026).
• Equity award: Company will grant incentive awards with aggregate grant‑date value of $2.5 million: 50% time‑based RSUs vesting in equal installments at 12/24/36 months from May 18, 2026; 50% PSUs with performance period Jan 1, 2026–Dec 31, 2028 that will vest (if earned) in Q1 2029 after performance determination.
• Omnibus Plan amendment (May 14, 2026): A complete liquidation/dissolution now constitutes a change in control; if outstanding equity awards are not “assumed” by the acquirer (defined as converted into widely traded public stock complying with Sections 409A and 424), time‑vest awards fully vest and performance awards with an active period vest based on actual performance; performance awards with periods not yet started are forfeited.
• Severance Plan (May 12, 2026): For terminations outside the change‑in‑control protection period, severance equals base salary × multiplier (0.5–2) paid over time, prorated bonuses, prorated/earned equity vesting, and 6–24 months of health continuation. During the plan’s change‑in‑control protection period, severance equals (base salary × target bonus) × multiplier (0.5–2) paid lump sum, full vesting of time‑vest awards (and awards converted from performance to time‑based), plus similar bonus and health benefits. Benefits are conditioned on a signed release and compliance with restrictive covenants.
• Other terms: Parra agreed to restrictive covenants (12‑month post‑termination non‑solicit of employees, perpetual non‑disparagement and confidentiality, invention assignment) and an indemnification agreement. Filing states no family relationship or related‑party transaction requiring Item 404 disclosure.

Why It Matters
This filing signals a leadership change at Xponential Fitness and establishes her total near‑term compensation (salary, guaranteed bonus, sign‑on cash, and $2.5M equity grant), which investors should factor into executive expense and potential future share dilution. The Omnibus Plan amendment and new Severance Plan clarify how equity awards and executive payouts are treated in a change‑in‑control or termination scenario—important for assessing executive incentives, retention risk, and potential cash or equity costs in a sale, dissolution, or leadership transition.