Xponential Fitness adopts shareholder rights plan

• Xponential Fitness (NYSE:XPOF) adopted a limited-duration shareholder rights plan after a significant accumulation of company equity interests while its strategic review continues.
• The plan is designed to prevent investors from acquiring 19.9% or more of Class A shares without engaging with the company’s board.
• Xponential Fitness said the rights plan does not prevent an acquisition but encourages potential buyers to negotiate with the board.

Xponential Fitness (NYSE:XPOF) announced that its board of directors adopted a limited-duration stockholder rights plan as the company continues reviewing strategic alternatives to maximize shareholder value.

The board said the plan was adopted following a recent significant accumulation of company equity interests and is intended to protect shareholders from actions that could affect trading in Class A shares.

Under the rights plan, each Class A share held by shareholders of record on October 22, 2026, will receive one right, with the rights becoming exercisable if an investor or group acquires beneficial ownership of 19.9% or more of the company’s Class A shares.

The rights plan became effective immediately and will remain in place until October 11, 2027, unless redeemed, exchanged, or terminated earlier under its terms.

Xponential Fitness operates a global portfolio of boutique health and wellness franchise brands, while its strategic review is being led by independent directors with Jefferies serving as financial advisor.