Xponential Fitness: adopts stockholder rights agreement

What happened

• On Oct 11, 2026, the board approved adoption of and entry into a Stockholder Rights Agreement dated Oct 12, 2026 between Xponential Fitness, Inc. and Computershare Trust Company, N.A.
• On Oct 12, 2026, the board declared a dividend distribution of 1 purchase right for each outstanding share of Class A common stock, payable to stockholders of record as of the close of business on Oct 22, 2026.
• Each Right, when exercisable, entitles the holder to purchase 1 one-thousandth of a share of Series B Preferred Stock (a “Unit”) at an exercise price of $15.00 per Unit, subject to adjustment; the Rights initially will not be exercisable and will trade with the common stock until the Distribution Time.

Key details

• Record date: Oct 22, 2026.
• Exercise price: $15.00 per Unit.
• “Acquiring Person” threshold for certain anti-takeover provisions: 19.9% beneficial ownership.
• Final expiration date of the Rights: close of business on Oct 11, 2027.

Why it may matter

• Reported items: Item 1.01 (entry into a material definitive agreement for the Stockholder Rights Agreement), Item 3.03 (material modification to rights of security holders by declaring the Rights dividend), Item 5.03 (filed the Certificate of Designation for the Series B Preferred Stock), and Item 7.01 (issued a press release on Oct 12, 2026).
• The filing describes the Rights’ exercisability, flip-in and flip-over events, anti-dilution adjustments, redemption and exchange features, and certain rights of the Series B Preferred Stock (including voting, dividend, and liquidation preference terms). This filing does not show why the insider traded or why the company acted.