Results of Operations and Financial Condition On November 5, 2026, Xponential Fitness, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 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 lia…

Regulation FD Disclosure. On October 12, 2026, the Company issued a press release announcing the adoption of the Rights Agreement and the declaration of the Rights dividend, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. As provided in General Instruction B.2 of Form 8-K, Exhibit 99.1 and the information contained in this

Material Modification to Rights of Security Holders. On October 12, 2026, the Board declared a dividend distribution of one purchase right (a “ Right ”) for each outstanding share of Class A common stock, par value $0.0001 per share, of the Company (“ Common Stock ”), payable to stockholders of record as of the close of business on October 22, 2026 (the “ Record Date ”), and issuable as of that date. Except in the circumstances described below, each Right, when it becomes exercisable, entitle…

Entry into a Material Definitive Agreement. On October 11, 2026, the board of directors (the “ Board ”) of Xponential Fitness, Inc., a Delaware corporation (the “ Company ”), approved the adoption of and entry into the Stockholder Rights Agreement, dated as of October 12, 2026 (the “ Rights Agreement ”), between the Company and Computershare Trust Company, N.A., as rights agent thereunder (the “ Rights Agent ”), which is attached hereto as Exhibit 4.1 to this Current Report on Form 8-K and is…

CFO — Jennifer Ryu: The filing announces the appointment of an external candidate as CFO to succeed an interim officer, which is a standard executive succession event rather than a sudden loss of a sitting executive.

Results of Operations and Financial Condition On August 6, 2026, Xponential Fitness, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 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 liabilitie…

President — Danielle Porto Parra: Danielle Porto Parra was appointed as President of the Company.

Chief Operating Officer — Timothy Weiderhoft: Timothy Weiderhoft separated from the Company as Chief Operating Officer.

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…

Director — Jair Clarke, Chelsea A. Grayson, and Bruce Haase: Three directors resigned from the Board of Directors, leading to a reduction in board size and reconstitution.

CFO — John Meloun: John Meloun separated from the Company as of March 9, 2026.

of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) 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 in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Results of Operations and Financial Condition On February 26, 2026, Xponential Fitness, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2025. 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 t…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth under

Termination of a Material Definitive Agreement. Substantially concurrently with the closing of the refinancing transaction under the Credit Agreement, all outstanding loans in the amount of approximately $369.2 million and other obligations outstanding under that certain Credit Agreement, dated as of April 19, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”), by and among, inter alios , the Borrower and Wilmington Trust, Nation…

Other Events On December 8, 2025, the Company entered into a privately negotiated preferred stock repurchase agreement (the “Repurchase Agreement”) with holders of its issued and outstanding 6.50% Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and 6.50% Series A-1 Convertible Preferred Stock (the “Series A-1 Preferred Stock” and, together with the Series A Preferred Stock, the “Preferred Stock”) pursuant to which the Company agreed to pay in cash to such holders an aggr…

but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement. Pursuant to the Credit Agreement, the Lenders have provided to the Borrower Closing Date Term Loans in an aggregate principal amount equal to $525 million and Revolving Commitments in an aggregate principal amount of $25 million. The Closing Date Term Loans and Revolving Loans will bear interest at a rate per annum based upon, at the Borrower’s option, the Term SOFR or the Base Rate, plus,…

Chief Legal Officer & Administrative Officer — Gavin M. O'Connor: Andrew Hagopian separated from the Company, and Gavin M. O'Connor was appointed as Chief Legal Officer & Administrative Officer.

Results of Operations and Financial Condition On November 6, 2025, Xponential Fitness, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025. 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 lia…

Other Events. On September 19, 2025, Xponential Fitness, Inc. issued a press release announcing the divestiture of its Lindora brand to Next Health Management Group, Inc. A copy of the press release is attached as Exhibit 99.1.

President of North America — John Kawaja: John Kawaja separated from the Company.

Director — Rachel Lee: The company appointed Rachel Lee as a new director and member of the Nominating and Corporate Governance Committee.

Results of Operations and Financial Condition On August 7, 2025, Xponential Fitness, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2025. 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 liabilitie…

Chief Executive Officer — Mike Nuzzo: The company appointed Mike Nuzzo as the new Chief Executive Officer and Director.

Other Events. On July 28, 2025, Xponential Fitness, Inc. issued a press release announcing the divestiture of its CycleBar and Rumble brands to Extraordinary Brands, LLC. A copy of the press release is attached as Exhibit 99.1.