Form 8-K

8-K — Xponential Fitness, Inc.

Accession: 0001193125-26-212028

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001802156

SIC: 7990 (SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — d63903d8k.htm (Primary)

EX-99.1 (d63903dex991.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

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8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 7, 2026

XPONENTIAL FITNESS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40638

84-4395129

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

17877 Von Karman Avenue, Suite 100

Irvine, CA 92614

(Address of principal executive offices, including Zip Code)

(949) 346-3000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Forms 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Class A Common Stock, par value $0.0001 per share

XPOF

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 2.02

Results of Operations and Financial Condition

On May 7, 2026, Xponential Fitness, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements Exhibits

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release dated May 7, 2026.

104

Cover Page Interactive Data File (embedded within Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

XPONENTIAL FITNESS, INC.

Date: May 7, 2026

By:

/s/ Robert Julian

Name

Robert Julian

Title

Interim Chief Financial Officer

EX-99.1

Filename: d63903dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Xponential Fitness, Inc. Announces First Quarter 2026 Financial Results

North America system-wide sales1 increased 2%

year-over-year to $436.9 million

Opened 66 gross new studios and sold 28 franchise licenses in Q1 2026

IRVINE, Calif., May 7, 2026 – Xponential Fitness, Inc. (NYSE: XPOF) (“Xponential” or the “Company”), one of the

leading global franchisors of boutique health and wellness brands, today reported financial results for the first quarter ended March 31, 2026.

Financial

Highlights: Q1 2026 Compared to Q1 2025

•

Revenue of $60.7 million decreased 21%.

•

North America system-wide sales1 increased 2% to

$436.9 million.

•

North America same store sales2 decreased 6%, compared to

growth of 6%.

•

North America quarterly run-rate average unit volume (AUV)3 of $662,000, compared to $685,000.

•

Net loss of $0.8 million, or a loss of $0.02 per basic share, on a share count of 37.3 million shares of

Class A Common Stock, compared to a net loss of $2.7 million, or loss per basic share of $0.10, on a share count of 33.9 million shares of Class A Common Stock.

•

Adjusted net loss4 of $2.0 million, or an adjusted net loss

of $0.04 per basic share4, compared to adjusted net loss4 of $7.7 million, or adjusted net loss of $0.20 per basic share4.

•

Adjusted EBITDA5 of $20.4 million, compared to

$27.3 million.

“During the first quarter, we continued to strengthen execution across Xponential, including the

addition of Robert Julian as interim Chief Financial Officer, Erik Quade as Chief Information Officer, and starting mid-May Steph So as our new Chief Marketing Officer, which further deepens our capabilities

across finance, technology, and marketing,” said Mike Nuzzo, CEO of Xponential Fitness, Inc. “We are operating as a more unified organization, aligning marketing, operations, technology, and brand-building to drive stronger performance

and lay the foundation for continued improvement.”

Mr. Nuzzo continued, “As we look ahead, our focus is on restoring sustainable

organic growth through a more disciplined framework. This includes stabilizing top-of-funnel lead generation, improving lead-to-member conversion, and optimizing pricing and membership structures over time, all while continuing to support retention through class innovation, studio remodel programs, and clear brand positioning.

We are confident these actions will strengthen performance and position us well for the quarters ahead.”

Operating Results for the First Quarter Ended

March 31, 2026

Total revenue was $60.7 million, down 21% from the prior year period. The decline in total revenue was expected and

driven primarily by strategic divestitures, fewer equipment

installations, and lower merchandise revenue following the Company’s transition to the new outsourced logistics arrangement.

Franchise revenue was $41.2 million, down 6% year-over-year. This decline was driven primarily by a decrease in same store sales, coupled with

brand divestitures completed in 2025.

Equipment revenue was $4.4 million, down 61% year-over-year. This decrease was primarily the result of

fewer global equipment installations, driven by fewer studio openings and lower franchise license sales.

Merchandise revenue was

$0.7 million, down 90% year-over-year. The decrease was primarily driven by the Company’s transition from an in-house wholesale model, where it recorded the full value of merchandise revenue, to an

outsourced retail model, which now records only the commission, or net profit from retail items sold.

Franchise marketing fund revenue was

$8.7 million, down 6% year-over-year. The decrease was primarily due to lower system-wide sales stemming from divested brands.

Other service

revenue was $5.8 million, down 8% year-over-year, primarily driven by lower vendor commission and brand access fee revenues.

Selling,

general and administrative expenses were $30.0 million, down 34% year-over-year, primarily driven by lower legal and personnel-related costs.

Marketing fund expenses were $11.7 million, up 25% year-over-year. This increase reflected the timing of incremental marketing spend, as the

Company front-loaded more investment in the first quarter of 2026 compared with the first quarter of 2025.

Net loss totaled $0.8 million, or

a loss of $0.02 per basic share, compared to a net loss of $2.7 million, or a loss of $0.10 per basic share, in the prior year period.

Adjusted net loss4 was $2.0 million, or adjusted net loss of $0.04 per basic share4, compared to adjusted net loss4 of $7.7 million, or adjusted net loss of $0.20 per basic

share4.

Adjusted EBITDA5 was

$20.4 million, down 25% from $27.3 million in the prior year period.

Liquidity and Capital Resources

As of March 31, 2026, the Company had approximately $21.5 million of cash, cash equivalents and restricted cash and $523.7 million in

total long-term debt. Net cash used in operating activities was $21.7 million for the quarter ended March 31, 2026.

All financial data

included in this release refer to global numbers, unless otherwise noted. All KPI information is presented on an adjusted basis to include full historical data for all brands in the brand portfolio as of March 31, 2026, and to exclude all

information for all brands not owned as

of March 31, 2026. Definitions for the non-GAAP measures and a reconciliation to the corresponding GAAP measures are included in the tables that accompany this release.

2026 Outlook

The Company is reiterating full year 2026

outlook, which compares to 2025 results as follows:

•

Net new studio openings in the range of 150 to 170, or a decrease of 20% at the midpoint;

•

North America system-wide sales1 in the range of

$1.72 billion to $1.80 billion, or an increase of 1% at the midpoint;

•

Revenue in the range of $260.0 million to $270.0 million, representing a decrease of 16% at the midpoint;

and

•

Adjusted EBITDA5 in the range of $100.0 million to

$110.0 million, representing a decrease of 6% at the midpoint.

Additional key assumptions for full year 2026 include:

•

Tax rate in the mid-to-high single

digits;

•

Share count of 40.9 million shares of Class A Common Stock for the GAAP EPS and Adjusted EPS calculations. A

full explanation of the Company’s share count calculation and associated EPS and Adjusted EPS calculations can be found in the tables at the end of this press release.

The Company is not able to provide a quantitative reconciliation of the estimated full year Adjusted EBITDA for fiscal year ending December 31,

2026 without unreasonable efforts to the most directly comparable GAAP financial measure due to the high variability, complexity and low visibility with respect to certain items such as taxes, tax receivable agreement remeasurements, and income and

expense from changes in fair value of contingent consideration from acquisitions. We expect the variability of these items to have a potentially unpredictable and potentially significant impact on future GAAP financial results, and, as such, we also

believe that any reconciliations provided would imply a degree of precision that would be confusing or misleading to investors.

First Quarter 2026 Conference

Call

The Company will host a conference call today at 1:30 p.m. Pacific Time / 4:30 p.m. Eastern Time to discuss its first quarter 2026

financial results. Participants may join the conference call by dialing 1-877-407-9716 (United States) or 1-201-493-6779 (International).

A live webcast of the conference call will also be available on the Company’s Investor Relations site at https://investor.xponential.com/. For those unable to participate in the conference call, a telephonic replay of the call will be available

shortly after the completion of the call, until 11:59 p.m. ET on Thursday, May 21, 2026, by dialing 1-844-512-2921 (United

States) or 1-412-317-6671 (International) and entering the replay pin number: 13759469.

About Xponential Fitness, Inc.

Xponential Fitness, Inc. (NYSE: XPOF) is one of the leading global franchisors of boutique health and wellness brands. Through its mission to deliver

the talents, assets, and capabilities necessary for successful franchise growth, the Company operates a diversified platform of five brands spanning modalities including Pilates, barre, stretching, strength training and yoga. In partnership with its

franchisees and master franchisees, Xponential offers energetic, accessible, and personalized workout experiences led by highly qualified instructors in studio locations throughout the U.S. and internationally, with franchise, master franchise and

international expansion agreements in 49 U.S. states, Puerto Rico, and 28 additional countries. Xponential’s portfolio of brands includes Club Pilates, the largest Pilates brand in the United States; StretchLab, a concept offering one-on-one and group stretching services; YogaSix, the largest franchised yoga brand in the United States; Pure Barre, a total body workout that uses the ballet barre to

perform small isometric movements, and the largest Barre brand in the United States; and BFT, a functional training and strength-based program. For more information, please visit the Company’s website at xponential.com.

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we believe non-GAAP financial measures are useful in evaluating our operating performance. We use certain non-GAAP financial information, such as EBITDA, Adjusted EBITDA, adjusted net

income (loss), and adjusted net earnings (loss) per share, which exclude certain non-operating or non-recurring items, including but not limited to, equity-based

compensation expenses and related employer payroll taxes, acquisition and transaction expenses (income), litigation expenses, financial transaction fees and related expenses, tax receivable agreement remeasurement, impairment of goodwill and other

assets, loss and expenses due to brand divestitures and wind down (excluding impairments), transformation initiative costs, and charges incurred in connection with our restructuring plan that we believe are not representative of our core business or

future operating performance, to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively with comparable GAAP

financial measures, is helpful to investors because it provides consistency and comparability with past financial performance and provides meaningful supplemental information regarding our performance by excluding certain items that may not be

indicative of our business, results of operations or outlook. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool, and

should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled

non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as

tools for comparison. We seek to compensate such limitations by providing a detailed reconciliation for the non-GAAP financial measures to the most directly comparable financial measures stated in accordance

with

GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measures to their most

directly comparable GAAP financial measures and not rely on any single financial measure to evaluate our business. For a reconciliation of non-GAAP to GAAP measures discussed in this release, please see the

tables at the end of this press release.

Forward-Looking Statements

This press release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future

performance based on management’s judgment, beliefs, current trends, and anticipated financial performance. Forward-looking statements include, without limitation, statements relating to expected growth of our business; expected benefit of the

changes in management; projected number of new studio openings; profitability; anticipated industry trends; projected financial and performance information such as system-wide sales and Adjusted EBITDA; and other statements under the section

“2026 Outlook”; our competitive position in the boutique fitness and broader health and wellness industry; and ability to execute our business strategies and our strategic growth drivers. Forward-looking statements involve risks and

uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, but are not limited to: franchisees’ ability to generate sufficient revenues; our ability to

anticipate and satisfy consumer preferences; risks related to loss of reputation and brand awareness; our ability to manage changes in executive leadership; our ability to attract and retain key senior management and key employees; risks relating to

expansion into international markets; macroeconomic conditions or economic downturns; geopolitical uncertainty, including, but not limited to, the impact of the presidential administration in the U.S. trade policies and tariffs and the ongoing

conflicts in Europe and the Middle East; general economic conditions and industry trends; risks relating to our review of strategic alternatives, including that such review may not result in a transaction and could adversely affect our business,

operations and stock price; and other risks as described in our filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the full year ended

December 31, 2025, filed by Xponential with the SEC on March 4, 2026, and other periodic reports filed with the SEC. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual

results to differ materially from those in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or

achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today’s date, unless otherwise stated, and Xponential undertakes no duty to update such information,

except as required under applicable law.

Contact:

Addo Investor

Relations

investor@xponential.com

Xponential Fitness, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except per

share amounts)

March 31,

2026

December 31,

2025

Assets

Current assets:

Cash, cash equivalents and restricted cash

21,470

45,863

Accounts receivable, net

20,838

18,449

Inventories

2,504

2,222

Prepaid expenses and other current assets

26,167

24,151

Deferred costs, current portion

3,913

3,671

Notes receivable, net

290

Total current assets

74,988

94,646

Property and equipment, net

10,181

10,891

Right-of-use

assets

12,797

13,736

Goodwill

127,789

Intangible assets, net

65,687

66,507

Deferred costs, net of current portion

23,864

24,860

Other assets

7,097

7,205

Total assets

322,403

345,634

Liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)

Current liabilities:

Accounts payable

18,086

26,282

Accrued expenses

41,827

51,202

Deferred revenue, current portion

20,743

19,324

Current portion of long-term debt

5,250

Other current liabilities

13,117

13,917

Total current liabilities

99,023

115,975

Deferred revenue, net of current portion

68,137

69,567

Contingent consideration from acquisitions

7,122

10,309

Long-term debt, net of current portion, discount and issuance costs

499,999

500,500

Lease liabilities, net of current portion

13,101

14,243

Other liabilities

6,993

Total liabilities

694,375

717,587

Commitments and contingencies

Redeemable convertible preferred stock, $0.0001 par value, 400 shares authorized, none issued and

outstanding as of March 31, 2026 and December 31, 2025

—

Stockholders’ equity (deficit):

Undesignated preferred stock, $0.0001 par value, 4,600 shares authorized, none issued and

outstanding as of March 31, 2026 and December 31, 2025

—

Class A common stock, $0.0001 par value, 500,000 shares authorized, 41,812 and 35,256 shares

issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Class B common stock, $0.0001 par value, 500,000 shares authorized, 7,303 and 13,738 shares

issued, and 7,228 and 13,663 shares outstanding as of March 31, 2026 and December 31, 2025, respectively

—

Additional paid-in capital

443,635

489,732

Receivable from shareholder

(17,016)

(16,603)

Accumulated deficit

(741,245)

(740,520)

Treasury stock, at cost, 75 shares outstanding as of March 31, 2026 and December 31,

2025

(1,697)

Total stockholders’ deficit attributable to Xponential Fitness, Inc.

(316,319)

(269,084)

Noncontrolling interests

(55,653)

(102,869)

Total stockholders’ deficit

(371,972)

(371,953)

Total liabilities, redeemable convertible preferred stock and stockholders’ deficit

322,403

345,634

Xponential Fitness, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(in thousands, except per

share amounts)

Three Months Ended March 31,

2026

2025

Revenue, net:

Franchise revenue

41,154

43,894

Equipment revenue

4,351

11,104

Merchandise revenue

653

6,255

Franchise marketing fund revenue

8,712

9,269

Other service revenue

5,844

6,361

Total revenue, net

60,714

76,883

Operating costs and expenses:

Costs of product revenue

3,630

11,972

Costs of franchise and service revenue

3,262

4,097

Selling, general and administrative expenses

30,040

45,545

Impairment of goodwill and other noncurrent assets

—

1,915

Depreciation and amortization

2,252

2,956

Marketing fund expense

11,674

9,357

Acquisition and transaction income

(3,187)

(8,638)

Total operating costs and expenses

47,671

67,204

Operating income

13,043

9,679

Other expense (income):

Interest income

(637)

(619)

Interest expense

14,494

11,388

Tax receivable agreement expense

—

1,084

Total other expense

13,857

11,853

Loss before income taxes

(814)

(2,174)

Income taxes

485

Net loss

(820)

(2,659)

Less: net loss attributable to noncontrolling interests

(95)

(736)

Net loss attributable to Xponential Fitness, Inc.

(725)

(1,923)

Net loss per share of Class A common stock:

Basic

(0.02)

(0.10)

Diluted

(0.02)

(0.10)

Weighted average shares of Class A common stock outstanding:

Basic

37,317

33,910

Diluted

37,317

33,910

Xponential Fitness, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

Three Months

Ended March 31,

2026

2025

Cash flows from operating activities:

Net loss

(820)

(2,659)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

2,252

2,956

Amortization and write off of debt issuance costs

Amortization and write off of discount on long-term debt

779

1,333

Change in contingent consideration from acquisitions

(3,187)

(8,638)

Non-cash lease expense

939

1,137

Change in tax receivable agreement liability

—

1,084

Bad debt expense

113

249

Equity-based compensation

1,984

3,281

Non-cash interest

(474)

(358)

Gain on disposal of assets and lease terminations

(354)

—

Change in contingent consideration receivable from Lindora

114

—

Impairment of goodwill and other noncurrent assets

—

1,915

Changes in assets and liabilities, net of effect of acquisition:

Accounts receivable

(2,003)

(3,229)

Inventories

(282)

1,696

Prepaid expenses and other current assets

(2,303)

(4,049)

Operating lease liabilities

(1,021)

(1,034)

Deferred costs

753

607

Notes receivable, net

—

Accounts payable

(8,099)

(245)

Accrued expenses

(9,875)

15,299

Other current liabilities

(569)

(459)

Deferred revenue

(11)

(4,480)

Other assets

296

1,359

Other liabilities

—

Net cash provided by (used in) operating activities

(21,689)

5,818

Cash flows from investing activities:

Purchases of property and equipment

(464)

(465)

Purchase of intangible assets

(353)

(399)

Notes receivable issued

—

(173)

Notes receivable payments received

196

Net cash used in investing activities

(621)

(997)

Cash flows from financing activities:

Borrowings from long-term debt, net of original discount issue

—

10,000

Payments on long-term debt

(1,313)

(1,374)

Debt issuance costs

—

(90)

Payment of preferred stock dividend

—

(1,792)

Payments of contingent consideration

—

(500)

Payments for taxes related to net share settlement of restricted share units

(632)

(919)

Payments for distributions to Pre-IPO LLC Members

(138)

(315)

Net cash provided by (used in) financing activities

(2,083)

5,010

Increase (decrease) in cash, cash equivalents and restricted cash

(24,393)

9,831

Cash, cash equivalents and restricted cash, beginning of period

45,863

32,739

Cash, cash equivalents and restricted cash, end of period

21,470

42,570

Xponential Fitness, Inc.

Net Income (Loss) to GAAP EPS

(in

thousands, except per share amounts)

Three months ended March 31,

2026

2025

Numerator:

Net loss attributable to XPO Inc.

(820)

(2,659)

Less: net loss attributable to noncontrolling interests

1,304

Less: dividends on preferred shares

—

(1,898)

Net loss attributable to XPO Inc. - basic and diluted

(725)

(3,253)

Denominator:

Weighted average shares of Class A common stock outstanding - basic and diluted

37,317

33,910

Net loss per share attributable to Class A common stock - basic

(0.02)

(0.10)

Net loss per share attributable to Class A common stock - diluted

(0.02)

(0.10)

Anti-dilutive shares excluded from diluted loss per share of Class A common stock:

Restricted stock units

2,499

1,718

Conversion of Class B common stock to Class A common stock

7,228

13,664

Convertible preferred stock

—

8,112

Treasury share options

Rumble contingent shares

2,024

Xponential Fitness, Inc.

Reconciliations of GAAP to Non-GAAP Measures

(in thousands, except per share amounts)

Three Months Ended March 31,

2026

2025

Net loss

(820)

(2,659)

Interest expense, net

13,857

10,769

Income taxes

485

Depreciation and amortization

2,252

2,956

EBITDA

15,295

11,551

Equity-based compensation

1,984

3,281

Employer payroll taxes related to equity-based compensation

115

Acquisition and transaction income

(3,187)

(8,638)

Litigation expenses

4,040

16,189

Financial transaction fees and related expenses

189

303

TRA remeasurement

—

1,084

Impairment of goodwill and other noncurrent assets

—

1,915

Loss and expenses due to brand divestitures and wind down (excluding impairments)

960

Transformation initiative costs

—

889

Restructuring and related charges (excluding impairments)

1,088

555

Adjusted EBITDA

20,413

27,325

Three months ended March 31,

2026

2025

Net loss

(820)

(2,659)

Acquisition and transaction income

(3,187)

(8,638)

TRA remeasurement

—

1,084

Impairment of goodwill and other noncurrent assets

—

1,915

Loss and expenses due to brand divestitures and wind down (excluding impairments)

960

Restructuring and related charges (excluding impairments)

1,088

555

Adjusted net loss

(1,959)

(7,662)

Adjusted net loss attributable to noncontrolling interest

(467)

(2,291)

Adjusted net loss attributable to Xponential Fitness, Inc.

(1,492)

(5,371)

Dividends on preferred shares

—

(1,330)

Adjusted loss per share - basic and diluted numerator

(1,492)

(6,701)

Adjusted net loss per share - basic and diluted

(0.04)

(0.20)

Weighted average shares of Class A common stock outstanding - basic and diluted

37,317

33,910

Shares excluded from adjusted diluted loss per share of Class A common stock

Restricted stock units

2,499

1,718

Convertible preferred stock

—

8,112

Conversion of Class B common stock to Class A common stock

7,228

13,664

Treasury share options

Rumble contingent shares

2,024

Note: The above adjusted net income (loss) per share is computed by dividing the adjusted net income (loss)

attributable to holders of Class A common stock by the weighted average shares of Class A common stock outstanding during the period. Total share count does not include potential future shares vested upon achieving certain earn-out thresholds. Net income, however, continues to take into account the non-cash contingent liability primarily attributable to Rumble.

Footnotes

1. System-wide sales represent gross sales by

all North America studios (which includes the United States, U.S. territories and Canada). System-wide sales include sales by franchisees that are not revenue realized by us in

accordance with GAAP. While we do not record sales by franchisees as revenue, and such sales are not included in our consolidated financial statements, this operating metric relates to our

revenue because we receive approximately 7% and 2% of the sales by franchisees as royalty revenue and marketing fund revenue, respectively. We believe that this operating measure aids in understanding how we derive our royalty revenue and marketing

fund revenue and is important in evaluating our performance. System-wide sales growth is driven by new studio openings and increases in same store sales. Management reviews system-wide sales weekly, which enables us to assess changes in our

franchise revenue, overall studio performance, the health of our brands and the strength of our market position relative to competitors.

2. Same

store sales refer to period-over-period sales comparisons for the base of studios. We define the same store sales to include monthly sales for any traditional studio location in North America. If the studio has generated at least 13 months of

consecutive positive sales and opened at least 13 calendar months ago as of any month within the measurement period, the respective comparable months will be included. We measure same store sales based solely upon monthly sales as derived through

the designated point-of-sale system. This measure highlights the performance of existing studios, while excluding the impact of new studio openings. Management reviews

same store sales to assess the health of the franchised studios.

3. AUV is calculated by dividing sales during the applicable period for all

studios contributing to AUV by the number of studios contributing to AUV. All traditional studio locations in North America are included in the AUV calculation, so long as they meet certain time since opening and sales criteria (as defined

immediately below). In particular, AUV (LTM as of period end) and Quarterly AUV (run rate) are calculated as follows:

•

AUV (LTM as of period end) consists of the average sales for the trailing 12 calendar months for all traditional

studio locations in North America that opened at least 13 calendar months ago as of the measurement date and that have generated positive sales for each of the last 13 calendar months as of the measurement date.

•

Quarterly AUV (run rate) consists of average quarterly sales for all traditional studio locations in North America

that had opened at least six calendar months ago as of the beginning of the respective quarter, and that have non-zero sales in the respective quarter (including nominal or negative sales figures; the only

figures excluded are exact $0 amounts in the quarter), multiplied by four.

We measure sales for AUV based solely upon monthly

sales as derived through the designated point-of-sale system. AUV is impacted by changes in same store sales, studio openings, and studio closures. Management reviews

AUV to assess studio economics.

4. Adjusted net income (loss) is a non-GAAP financial measure that

excludes certain amounts and is used to supplement net income (loss). Adjusted net income (loss) assumes that all net income (loss) is attributable to Xponential Fitness, Inc., which assumes the full exchange of all outstanding Class B common

stock for shares of Class A common stock of Xponential Fitness, Inc., adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating

performance. Adjusted net income (loss) per share, diluted, is calculated by dividing adjusted net income (loss) by the total weighted-average shares of Class A common stock outstanding plus any dilutive securities and assuming the full

conversion of all outstanding Class B common stock. Total share count does not include potential future shares vested upon achieving certain earn-out thresholds.

5. We define Adjusted EBITDA as EBITDA (net income/loss before interest, taxes, depreciation and amortization), adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include equity-based compensation and related employer payroll taxes, acquisition and transaction

expenses (income) (including change in contingent consideration and transaction bonuses), litigation expenses (consisting of legal and related fees for specific proceedings that arise outside of the ordinary course of our business net of insurance

reimbursements), fees for financial transactions, such as secondary public offering expenses for which we do not receive proceeds (including bonuses paid to executives related to completion of such transactions) and other contemplated corporate

transactions, expense related to the

remeasurement of our TRA obligation, expense related to loss on impairment or write down of goodwill and other noncurrent assets, loss and expenses related to brand divestitures and wind down

(including expenses directly related to the divested or wound down brands for arrangements that existed prior to divestiture or wind down), transformation initiative costs (primarily consisting of third-party professional consulting fees related to

modifications of our business strategy and cost saving initiatives), other income (consisting of royalties received from divested brands), and restructuring and related charges incurred in connection with our restructuring plan that we do not

believe reflect our underlying business performance and affect comparability.

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