News & Events zu Xponential Fitness Inc (XPOF)XPOFXponential Fitness Inc

Fund 1 Investments Proposes Acquisition of Xponential Fitness at $5.61 to $7.00 per Share

In a regulatory filing, Fund 1 Investments disclosed a letter sent to the board of directors of Xponential Fitness, in which the firm stated in part: "Fund 1 Investments LLC currently has economic exposure to approximately 19.9% of the outstanding Class A common stock of Xponential Fitness, Inc., consisting of 4,170,610 shares, or approximately 9.9% of the outstanding, and cash-settled total return swaps referencing an aggregate of 4,213,826 notional shares, or approximately 9.98% in additional economic exposure. Fund 1 is a global long/short equity firm that makes both public and private investments, primarily in the consumer, telecom, media and technology sectors. We have a long history of engaging constructively with boards and management teams, including on numerous strategic reviews, and we try to approach every situation with both humility and level-headedness. As a result, we applauded the Company's announcement on April 6, 2026, that it initiated a review of strategic alternatives, including a potential sale or merger, led by its independent directors and advised by Jefferies. That was the right decision. More than six months later, however, there has been no publicly announced progress on the review and shareholders have suffered a further decline in the value of their investment... Based on our review of publicly available information to date, we are prepared to propose an acquisition price in the range of $5.61 to $7.00 per share in cash, which is at least 50% above the closing price of $3.74 on October 29, 2026. This would allow shareholders to receive immediate cash value at a significant premium, while allowing other investors who share our conviction in Xponential's long-term potential to participate in its future upside. Our non-binding proposal is based entirely on publicly available information, and any final price would be subject to standard due diligence and determined through the Board's process. If, after completing further due diligence, we become aware of some component or aspect of the business and its prospects that provides evidence of additional value, we are prepared to increase our proposed price to reflect this new information."