What changed in this filing

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Item 1. Financial Statements

2026-08-07 compared with 2026-05-08 · 200 added, 150 removed, 870 unchanged (29% of the section changed)

19 unchanged sentences

Deferred revenue, current portion

Line of credit

Current portion of long-term debt

9 unchanged sentences

Redeemable convertible preferred stock, $ 0.0001 par value, 400 shares authorized,

none issued and outstanding as of March 31, 2026 and December 31, 2025

none issued and outstanding as of June 30, 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

outstanding as of June 30, 2026 and December 31, 2025

Class A common stock, $ 0.0001 par value, 500,000 shares authorized, 42,196 and 35,256 shares

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

issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Class B common stock, $ 0.0001 par value, 500,000 shares authorized, 7,110 and 13,738 shares issued,

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

and 7,035 and 13,663 shares outstanding as of June 30, 2026 and December 31, 2025,

Additional paid-in capital

1 unchanged sentence

Accumulated deficit

Treasury stock, at cost, 75 shares outstanding as of March 31, 2026 and December 31, 2025

Treasury stock, at cost, 75 shares outstanding as of June 30, 2026 and December 31, 2025

Total stockholders' deficit attributable to Xponential Fitness, Inc.

6 unchanged sentences

(amounts in thousands, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Revenue, net:

12 unchanged sentences

Marketing fund expense

Acquisition and transaction income

Acquisition and transaction expense (income)

Total operating costs and expenses

5 unchanged sentences

Total other expense

Loss before income taxes

net loss attributable to noncontrolling interests

Net loss attributable to Xponential Fitness, Inc.

Income (loss) before income taxes

Net income (loss)

net income (loss) attributable to noncontrolling interests

Net income (loss) attributable to Xponential Fitness, Inc.

Net loss per share of Class A common stock:

18 unchanged sentences

Balance at March 31, 2026

Equity-based compensation

Conversion of Class B shares to Class A shares

Issuance of Class A common stock under stock-based compensation plans, net of shares withheld for taxes

Loan to shareholder and accumulated interest

Distributions paid to Pre-IPO LLC Members

Preferred stock dividend

Balance at June 30, 2026

See accompanying notes to condensed consolidated financial statements.

17 unchanged sentences

Balance at March 31, 2025

Equity-based compensation

Conversion of Class B shares to Class A shares

Issuance of Class A common stock under stock-based compensation plans, net of shares withheld for taxes

Loan to shareholder and accumulated interest

Distributions paid to Pre-IPO LLC Members

Preferred stock dividend

Balance at June 30, 2025

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(amounts in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

35 unchanged sentences

Payment of preferred stock dividend

Borrowings from line of credit

Payments of contingent consideration

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

Proceeds from issuance of common stock in connection with stock-based compensation plans

Payments for distributions to Pre-IPO LLC Members

Net cash provided by (used in) financing activities

Loan to shareholder (Note 9)

Net cash provided by financing activities

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

5 unchanged sentences

(amounts in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Supplemental cash flow information:

3 unchanged sentences

Capital expenditures accrued at period end

Accrued tax withholding related to convertible preferred stock dividend

Debt issuance costs paid-in-kind - long-term debt

18 unchanged sentences

The Company consolidates XPO LLC on its condensed consolidated financial statements and records a noncontrolling interest related to the Class B units held by the Class B stockholders on its condensed consolidated balance sheet and statement of operations.

As of March 31, 2026 , the Company’s portfolio of five brands consisted of:

As of June 30, 2026 , the Company’s portfolio of five brands consisted of:

“Club Pilates,” a Pilates facility franchisor;

6 unchanged sentences

Additionally, prior to the divestiture of the Lindora brand in September 2025, the Company, through its ownership of the Lindora brand, franchised clinics that provided medically guided wellness and metabolic health solutions to its members.

In addition to franchised studios, the Company operated one company-owned transition studio as of March 31, 2026 and 2025.

In addition to franchised studios, the Company operated one company-owned transition studio as of June 30, 2026 and 2025.

Xponential Fitness, Inc.

23 unchanged sentences

The Company's restricted cash consists of marketing fund restricted cash, which can only be used for activities that promote the Company’s brands and guarantee of standby letter of credit (See Note 14).

Marketing fund restricte d cash was $ 8,503 and $ 11,406 at March 31, 2026 and December 31, 2025 , respectively.

Marketing fund restricte d cash was $ 5,968 and $ 11,406 at June 30, 2026 and December 31, 2025 , respectively.

The interest earned on marketing fund restricted cash accounts is also restricted for use.

Restricted cash was $ 9,291 and $ 12,194 at March 31, 2026 and December 31, 2025 , respectively.

Restricted cash was $ 6,755 and $ 12,194 at June 30, 2026 and December 31, 2025 , respectively.

Accounts receivable, notes receivable and allowance for expected credit losses – Accounts receivable primarily consist of amounts due from franchisees and vendors.

19 unchanged sentences

Write-off of uncollectible amounts

Balance at March 31, 2026

Balance at June 30, 2026

Revenue recognition – The Company’s contracts with customers consist of franchise agreements with franchisees.

148 unchanged sentences

The amendments in this ASU are effective for fiscal years beginning after December 15, 2027, and interim reporting periods beginning after December 15, 2028.

The Company is evaluating the impact this the new standard may have, but does not expect it to have a significant impact on its consolidated financial statements.

The Company is evaluating the impact of this the new standard may have, but does not expect it to have a significant impact on its consolidated financial statements.

Supplemental balance sheet information

25 unchanged sentences

Total other liabilities

Three Months Ended March 31,

Six Months Ended June 30,

Impairment of goodwill and other noncurrent assets

Indefinite-lived intangible assets

Definite-lived intangible assets

Property and equipment assets

Right-of-use assets

2 unchanged sentences

The Company completed the following acquisitions and dispositions which contain Level 3 fair value measurements related to the recognition of goodwill and intangibles.

During the three months ended March 31, 2026 and 2025, the Company operated one company-owned transition studio and did not close or refranchised this studio.

During the six months ended June 30, 2026 and 2025, the Company operated one company-owned transition studio and did not close or refranchised this studio.

When the Company believes that a studio will be refranchised for a price less than its carrying value but does not believe the studio has met the criteria to be classified as held for sale, the Company reviews the studio for impairment.

1 unchanged sentence

For studio assets that are not deemed to be recoverable, the Company recognizes impairment for any excess of carrying value over the fair value of the studios, which is based on the expected net sales proceeds.

During the three months ended March 31, 2026 and 2025 , the Company did no t record any impairment charges related to studio assets.

During the three and six months ended June 30, 2026 and 2025 , the Company did no t record any impairment charges related to studio assets.

See Note 8 for discussion of impairment charges related to right-of-use assets.

15 unchanged sentences

The divested brand did not represent a strategic shift that has a major effect on the Company's operations and financial results, and, as such, it was not presented as discontinued operations.

The Company recorded additional contingent consideration receivable of $ 60 during the three months ended March 31, 2026, which was recorded as interest income and SG&A expenses in the condensed consolidated statements of operations, respectively.

The Company did not receive any consideration during the three months ended March 31, 2026.

At March 31, 2026 , contingent consideration receivable was $ 4,550 , of which $ 936 and $ 3,614 is included with prepaid expenses and other current assets and other assets, respectively, in the condensed consolidated balance sheets.

The Company recorded interest income of $ 51 and $ 111 for the three and six months ended June 30, 2026 , respectively, which was recorded as interest income in the condensed consolidated statements of operations.

The Company recorded a decrease in contingent consideration receivable of $ 3,707 and $ 3,593 for the three and six months ended June 30, 2026, respectively, which was recorded as SG&A expenses in the condensed consolidated statements of operations.

The Company did not receive any consideration during the three and six months ended June 30, 2026.

At June 30, 2026 , contingent consideration receivable was $ 894 , which is included with other assets in the condensed consolidated balance sheets.

Note 4 – Contract Liabilities and Costs from Contracts with Customers

4 unchanged sentences

The Company classifies these contract liabilities as either current deferred revenue or non-current deferred revenue in the condensed consolidated balance sheets based on the anticipated timing of delivery.

The following table reflects the change in franc hise, including area development and multi-unit agreements and brand fee contract liabilities for the three months ended March 31, 2026 .

The following table reflects the change in franc hise, including area development and multi-unit agreements and brand fee contract liabilities for the six months ended June 30, 2026 .

Other deferred revenue amounts of $ 7,645 are excluded from the table as the original expected duration of the contracts is one year or less.

3 unchanged sentences

Increase, excluding amounts recognized as revenue during the period

Balance at March 31, 2026

(1) Includes revenue recognized as a result of ter minations of $ 420 for the three months ended March 31, 2026 .

Balance at June 30, 2026

(1) Includes revenue recognized as a result of ter minations of $ 3,038 for the six months ended June 30, 2026 .

Xponential Fitness, Inc.

1 unchanged sentence

(amounts in thousands, except per share amounts)

The following table illustrates estimated revenue expected to be recognized in the future related to performance obligations that were unsatisfied (or partially unsatisfied) as of March 31, 2026.

The following table illustrates estimated revenue expected to be recognized in the future related to performance obligations that were unsatisfied (or partially unsatisfied) as of June 30, 2026.

The expected future recognition period for deferred franchise and area development fees related to unopened studios is based on management’s best estimate of the beginning of the franchise license term for those studios.

15 unchanged sentences

The associated expense is classified within costs of franchise and service revenue in the condensed consolidated statements of operations.

At March 31, 2026 and December 31, 2025 , there were approximately $ 3,324 and $ 3,301 of current deferred commission costs and approximately $ 23,750 and $ 24,744 in non-current deferred commission costs, respectively.

The Company recognized approximately $ 200 and $ 400 in costs as a result of terminations for the three months ended March 31, 2026 and 2025, respectively.

The Company recognized franchise sales commission expense of approximately $ 1,095 and $ 1,368 for the three months ended March 31, 2026 and 2025 , respectively.

At June 30, 2026 and December 31, 2025 , there were approximately $ 3,209 and $ 3,301 of current deferred commission costs and approximately $ 22,049 and $ 24,744 in non-current deferred commission costs, respectively.

The Company recognized approximately $ 1,110 and $ 1,310 in costs as a result of terminations for the three and six months ended June 30, 2026 , respectively, and $ 249 and $ 649 for the three and six months ended June 30, 2025 , respectively.

The Company recognized franchise sales commission expense of approximately $ 2,067 and $ 3,162 for the three and six months ended June 30, 2026, respectively, and $ 1,313 and $ 2,681 for the three and six months ended June 30, 2025 , respectively.

Xponential Fitness, Inc.

Notes to Condensed Consolidated Financial Statements

(amounts in thousands, except per share amounts)

Note 5 – Property and Equipment

6 unchanged sentences

Total property and equipment

Xponential Fitness, Inc.

Notes to Condensed Consolidated Financial Statements

(amounts in thousands, except per share amounts)

Depreciation expense for the three months ended March 31, 2026 and 2025 w as $ 1,079 and $ 986 , respectively.

Depreciation expense for the three and six months ended June 30, 2026 w as $ 953 and $ 2,032 , respectively, and $ 997 and $ 1,983 for the three and six months ended June 30, 2025, respectively.

During the year ended December 31, 2025, the Company determined that the carrying amount of certain property and equipment assets exceeded their fair values and recorded an impairment of $ 2,306 .

4 unchanged sentences

Goodwill is not amortized but is tested annually for impairment or more frequently if indicators of potential impairment exist.

The carrying value of goodwill at both March 31, 2026 and December 31, 2025, totaled $ 127,789 .

Cumulative goodwill impairment was $ 55,371 at both March 31, 2026 and December 31, 2025.

The carrying value of goodwill at both June 30, 2026 and December 31, 2025, totaled $ 127,789 .

Cumulative goodwill impairment was $ 55,371 at both June 30, 2026 and December 31, 2025.

The impairment charges are included within impairment of goodwill and other noncurrent assets in the Company's condensed consolidated statements of operations.

3 unchanged sentences

If the Company's ongoing cash flow projections are not met or if market factors utilized in the impairment test deteriorate, including an unfavorable change in the terminal growth rate or the weighted-average cost of capital, the Company may have to record impairment charges in future periods.

At March 31, 2026, the goodwill related to the Pure Barre Reporting unit remains at a heightened risk of future impairment.

At March 31, 2026 , the YogaSix and StretchLab reporting units had negative carrying values.

The goodwill related to the YogaSix and StretchLab reporting units were $ 3,927 and $ 2,770 , respectively, as of March 31, 2026.

At June 30, 2026, the goodwill related to the Pure Barre Reporting unit remains at a heightened risk of future impairment.

At June 30, 2026 , the YogaSix and StretchLab reporting units had negative carrying values.

The goodwill related to the YogaSix and StretchLab reporting units were $ 3,927 and $ 2,770 , respectively, as of June 30, 2026.

During the quarter ended June 30, 2025, the Company determined it was necessary to re-evaluate goodwill of the BFT and Lindora reporting units for impairment due to indicators of potential impairment resulting from a decline in forecasted and actual cash flows.

Therefore, the Company performed a quantitative assessment of the fair value of the reporting units using an income approach with assumptions that are considered Level 3 inputs and concluded that the carrying value of the BFT and Lindora reporting units exceeded their fair values, resulting in a goodwill impairment of $ 5,105 and $ 2,346 , respectively, and no goodwill remaining for the BFT and Lindora reporting units.

The fair value of the reporting units was determined by discounting estimated future cash flows, which were calculated based on revenue and expense long-term growth assumptions ranging from 9.0 % to 22.0 %, at a weighted average cost of capital (discount rate) of 19.0 % for the BFT reporting unit and revenue and expense long-term growth assumptions ranging from 6.0 % to 16.0 %, at a weighted average cost of capital (discount rate) of 26.0 % for the Lindora reporting unit.

Xponential Fitness, Inc.

Notes to Condensed Consolidated Financial Statements

(amounts in thousands, except per share amounts)

During the quarter ended June 30, 2025, the Company also determined that the carrying value of the trademark intangible asset related to the CycleBar reporting unit was in excess of its fair value and recognized an impairment loss of $ 3,449 .

As this was a partial impairment, the trademark intangible asset, which was $ 6,200 as of June 30, 2025, is considered to be at a heightened risk of future impairment in the event of significant unfavorable changes in assumptions, including forecasted future cash flows, as well as discount rates and other macroeconomic factors.

Intangible assets consisted of the following:

March 31, 2026

June 30, 2026

December 31, 2025

7 unchanged sentences

Total intangible assets

Amortization expense was $ 1,173 and $ 1,970 for the three months ended March 31, 2026 and 2025, respectively.

Xponential Fitness, Inc.

Notes to Condensed Consolidated Financial Statements

(amounts in thousands, except per share amounts)

Amortization expense was $ 812 and $ 1,985 for the three and six months ended June 30, 2026, respectively, and $ 1,976 and $ 3,946 for the three and six months ended June 30, 2025, respectively.

The anticipated future amortization expense of intangible assets is as follows:

6 unchanged sentences

Borrowings under the Term Loan Facility bore interest at a per annum rate of, at the Company’s option, either (a) the term secured overnight financing rate (“Term SOFR”) plus a Term SOFR Adjustment (as defined in the Prior Credit Agreement per the fifth amendment), plus a margin of 6.50 % or (b) the Reference Rate (as defined in the Prior Credit Agreement) plus a margi n of 5.50 %.

Xponential Fitness, Inc.

Notes to Condensed Consolidated Financial Statements

(amounts in thousands, except per share amounts)

The Prior Credit Agreement also contained mandatory prepayments of the Term Loans with:

11 unchanged sentences

Instead, the Ninth Amendment requires the Company to apply the net proceeds received from the divestiture of the Rumble and CycleBar brands to repayment of the outstanding loan principal.

Xponential Fitness, Inc.

Notes to Condensed Consolidated Financial Statements

(amounts in thousands, except per share amounts)

On December 8, 2025 (the “ Closing Date”), the Company entered into a Financing Agreement with HPS Investment Partners LLC, as administrative agent and collateral agent, and the lenders party thereto (the “Credit Agreement”), which consisted of a term loan facility in a principal amount of $ 525,000 (the “ Closing Date Term Loans”) and a revolving credit facility in a principal amount of $ 25,000 (the “Revolving Loans”).

The Closing Date Term Loans and Revolving Loans will bear interest at a rate per annum based upon, at the Company’s option, either the Term SOFR or the Base Rate ( as defined in the Credit Agreement ), plus, in each case, a leverage-based margin ( 10.5 % at March 31, 2026).

The Company received net proceeds of $ 506,178 after deducting original issue discount equal to 3.4 % of the gross amount of the borrowings under the Credit Agreement.

3 unchanged sentences

Commencing with the quarter ended Mar ch 31, 2026, and subject to customary adjustments, the Company is required to repay (a) on the last Business Day ( as defined in the Credit Agreement ) of each March, June, September and December (each a “Principal Payment Date”), an aggregate principal amount equal to (i) 0.25 % of the aggregate principal amount of all Closing Date Term Loans outstanding on the Closing Date, in respect of the first four Principal Payment Dates (commencing March 31, 2026), (ii) 0.75 % of the aggregate principal amount of all Closing Date Term Loans outstanding on the Closing Date, in respect of the next four Principal Payment Dates (i.e., commencing on March 31, 2027) and (iii) 1.25 % of the aggregate principal amount of all Closing Date Term Loans outstanding on the Closing Date, in respect of each Principal Payment Date thereafter (i.e., commencing on March 31, 2028).

The amount of the quarterly principal payments pursuant to the Credit Agre ement is $ 1,313 for the three months ended March 31, 2026 .

The amount of the quarterly principal payments pursuant to the Credit Agre ement is $ 1,313 and $ 2,626 for the three months ended June 30, 2026 and six months ended June 30, 2026 , respectively.

The Credit Agreement includes provisions requiring customary mandatory prepayments, including, without limitation, arising from the incurrence of new debt or the receipt of proceeds from certain dispositions or casualty events, in each case, subject to customary exceptions for facilities of this type.

Xponential Fitness, Inc.

Notes to Condensed Consolidated Financial Statements

(amounts in thousands, except per share amounts)

In addition, the Credit Agreement includes subjective acceleration clauses, which could impact debt classification.

The Company believes that no events have occurred at March 31, 2026 that would trigger a subjective acceleration clause.

The Company believes that no events have occurred at June 30, 2026 that would trigger a subjective acceleration clause.

The obligations of the Company under the Credit Agreement are jointly and severally guaranteed by XPO Holdings and certain subsidiaries of Holding (collectively, the “Guarantors”, and together with the Company, the “Loan Parties”) and are secured by a first priority lien on substantially all of the Loan Parties assets, subject to customary exceptions.

3 unchanged sentences

The Closing Date Term Loans will mature five years after the Closing Date and the Revolving Loans will terminate five years after the Closing Date.

As of March 31, 2026, the Company was in compliance with these covenants.

The Company incurred debt issuance costs of $ 0 and $ 90 for the three months ended March 31, 2026 and 2025, respectively.

Debt issuance cost amortization and write off amounted to $ 78 and $ 50 for the three months ended March 31, 2026 and 2025, respectively, which were recorded as interest expense in the consolidated statements of operations.

Unamortized debt issuance costs as of March 31, 2026 and December 31, 2025 , were $ 1,394 and $ 1,538 , respectively, and are presented as a reduction to long-term debt in the condensed consolidated balance sheets.

Unamortized original issue discount as of March 31, 2026 and December 31, 2025 , was $ 17,045 and $ 18,626 , respectively, and is presented as a reduction to long-term debt in the condensed consolidated balance sheets.

Xponential Fitness, Inc.

Notes to Condensed Consolidated Financial Statements

(amounts in thousands, except per share amounts)

Principal payments on outstanding balances of long-term debt as of March 31, 2026 were as follows:

As of June 30, 2026, the Company was in compliance with these covenants.

On April 7, 2026, the Company borrowed $ 10,000 on the revolving credit facility.

Borro wings, if any, under the Revolving Loans will bear interest equal to 10.4 % .

We are also required to pay a commitment fee on the unused portion of the Revolving Loans on a quarterly basis equal to 0.5 %.

The Company incurred debt issuance cost s of $ 0 and $ 90 for the six months ended June 30, 2026 and 2025, respectively.

Debt issuance cost amortization and write off amounted to $ 78 and $ 156 for the three and six months ended June 30, 2026, respectively, and $ 37 and $ 87 for the three and six months ended June 30, 2025, respectively, which were recorded as interest expense in the consolidated statements of operations.

Unamortized debt issuance costs as of June 30, 2026 and December 31, 2025 , were $ 1,320 and $ 1,538 , respectively, and are presented as a reduction to long-term debt in the condensed consolidated balance sheets.

Unamortized original issue discount as of June 30, 2026 and December 31, 2025 , was $ 16,281 and $ 18,626 , respectively, and is presented as a reduction to long-term debt in the condensed consolidated balance sheets.

Principal payments on outstanding balances of long-term d ebt as of June 30, 2026 were as follows:

Remainder of 2026

The carrying value of the Company’s long-term debt approximated fair value as of March 31, 2026 and December 31, 2025 due to the variable interest rate, which is a Level 2 input.

The carrying value of the Company’s long-term debt approximated fair value as of June 30, 2026 and December 31, 2025 due to the variable interest rate, which is a Level 2 input.

Note 8 – Leases

3 unchanged sentences

See Note 14 of Notes to Condensed Consolidated Financial Statements for additional information.

Xponential Fitness, Inc.

Notes to Condensed Consolidated Financial Statements

(amounts in thousands, except per share amounts)

Right-of-use (“ROU”) assets from operating leases are subject to the impairment guidance in ASC Topic 360, Property, Plant, and Equipment , and are reviewed for impairment when indicators of impairment are present.

3 unchanged sentences

When determining the fair value of the ROU asset, the Company estimates what market participants would pay to lease the assets assuming the highest and best use in the assets' current forms.

The Company recognized ROU asset impairment charges of $ 0 and $ 1,915 during the three months ended March 31, 2026 and 2025, related to studio exits in conjunction with its restructuring plan discussed in Note 15.

The Company did no t recognize ROU asset impairment charges during the three and six months ended June 30, 2026 .

The Company recognized ROU asset impairment charges of $ 558 and $ 2,473 during the three and six months ended June 30, 2025, respectively, related to studio exits in conjunction with its restructuring plan discussed in Note 15.

The impairment charges were recorded within impairment of goodwill and other assets in the condensed consolidated statements of operations.

2 unchanged sentences

Balance Sheet Location

March 31, 2026

June 30, 2026

December 31, 2025

5 unchanged sentences

Lease liability

The following table presents the components of lease expense during the three months ended March 31, 2026 and 2025:

Three months ended March 31,

The following table presents the components of lease expense during the three and six months ended June 30, 2026 and 2025:

Three months ended June 30,

Six Months Ended June 30,

Operating lease costs

Variable lease costs

The following table presents the supplemental cash flow information related to operating leases during the three months ended March 31, 2026 and 2025:

Three months ended March 31,

The following table presents the supplemental cash flow information related to operating leases during the three and six months ended June 30, 2026 and 2025:

Three months ended June 30,

Six Months Ended June 30,

Cash paid for amounts included in the measurement of operating lease liabilities

Xponential Fitness, Inc.

Notes to Condensed Consolidated Financial Statements

(amounts in thousands, except per share amounts)

Lease liabilities arising from new ROU assets

The following table presents other information related to leases:

March 31, 2026

June 30, 2026

December 31, 2025

1 unchanged sentence

Weighted average discount rate

Maturities of lease liabilities as of March 31, 2026 are summarized as follows:

Xponential Fitness, Inc.

Notes to Condensed Consolidated Financial Statements

(amounts in thousands, except per share amounts)

Maturities of lease liabilities as of June 30, 2026 are summarized as follows:

Remainder of 2026

8 unchanged sentences

Under the terms of the settlement, the Company prospectively reduced the interest rate on the debt financing provided to the Rumble Sellers from 11 % per annum to 7.5 % per annum if payment is in cash or 10 % per annum if payment is in payment-in-kind and extended the maturity date of the debt financing.

In 2023 and 2022, the Rumble Sellers borrowed an additional $ 4,400 and $ 5,050 , respectively, under the debt financing agreement which was recorded as receivable from shareholder within e quity.

As of March 31, 2026 and December 31, 2025 , the Rumble Sellers agreed to reimburse the Company for additional expenses of $ 0 and $ 249 , respectively, which was recorded as receivable from shareholder within equity.

The Company recorded $ 413 and $ 384 during the three months ended March 31, 2026 and 2025, respectively, which was recorded as interest income and an increase to receivable from shareholder within equity.

In 2023 and 2022, the Rumble Sellers borrowed an additional $ 4,400 and $ 5,050 , respectively, under the debt financing agreement which was recorded as receivable from shareholder withi n equity.

As of June 30, 2026 and December 31, 2025 , the Rumble Sellers agreed to reimburse the Company for additional expenses of $ 35 and $ 249 , respectively, which was recorded as receivable from shareholder within equity.

The Company recorded $ 451 and $ 864 during the three and six months ended June 30, 2026 , respectively, and $ 398 and 782 during the three and six months ended June 30, 2025, respectively, which was recorded as interest income and an increase to receivable from shareholder within equity.

During the year ended December 31, 2025, the Company received $ 2,435 in cash as partial payment for the receivable from shareholder.

3 unchanged sentences

The outstanding receivable from shareholder and the multi-tranche term loan are collateralized by 75 shares of Class B common stock held by the former owner, which were reclassified to treasury stock, and by the 105 RSUs.

As of March 31, 2026 , the former owner of Row House borrowed $ 560 , which was recorded as a reduction to liability.

Xponential Fitness, Inc.

Notes to Condensed Consolidated Financial Statements

(amounts in thousands, except per share amounts)

In March 2023, Spartan Fitness Holdings, LLC (“Spartan Fitness”), which currently o wns and operates 165 Club Pilates studios, entered into a unit purchase agreement with Snapdragon Spartan Investco LP (the “Spartan SPV”), a special purpose vehicle controlled and managed by a member of the Company’s board of directors, pursuant to which Spartan SPV agreed to invest in the equity of Spartan Fitness.

As of June 30, 2026 , the former owner of Row House borrowed $ 560 , which was recorded as a reduction to liability.

In March 2023, Spartan Fitness Holdings, LLC (“Spartan Fitness”), which currentl y owns and operates 171 Club Pilates studios, entered into a unit purchase agreement with Snapdragon Spartan Investco LP (the “Spartan SPV”), a special purpose vehicle controlled and managed by a member of the Company’s board of directors, pursuant to which Spartan SPV agreed to invest in the equity of Spartan Fitness.

In addition, the same member of the Company’s board of directors also invested as a limited partner in the Spartan SPV.

1 unchanged sentence

Spartan Fitness also owns the rights to 66 Club Pilates licenses to open additional new units.

The Company recorded franchise, equipment and marketing fund revenue aggregating $ 4,218 and $ 3,113 , during the three months ended March 31, 2026 and 2025 , respectively, from studios owned by Spartan Fitness.

The Company recorded franchise, equipment and marketing fund revenue aggregating $ 4,442 and $ 8,660 , during the three and six months ended June 30, 2026 , respectively, and $ 3,386 and $ 6,499 during the three and six months ended June 30, 2025 , respectively, from studios owned by Spartan Fitness.

Xponential Fitness, Inc.

Notes to Condensed Consolidated Financial Statements

(amounts in thousands, except per share amounts)

Note 10 – Stockholders' Equity (Deficit)

Common stock – During the three months ended March 31, 2026 and 2025, pursuant to the Amended Limited Liability Company Agreement of XPO Holdings (“Amended LLC Agreement” ), certain Continuing Pre-IPO LLC Members exchanged their LLC units for 6,435 and 1,000 shares of Class A common stock on a one-for-one basis, respectively.

Common stock – Pursuant to the Amended Limited Liability Company Agreement of XPO Holdings (“Amended LLC Agreement”), certain Continuing Pre-IPO LLC Members exchanged their LLC units for 193 and 6,628 shares of Class A common stock on a one-for-one basis during the three and six months ended June 30, 2026 , respectively, and 1,000 and 1,001 during the three and six months ended June 30, 2025, respectively.

Noncontrolling interests – Following the IPO, XPO Inc.

4 unchanged sentences

Future redemptions or exchanges of LLC Units by the Continuing Pre-IPO LLC Members will result in a change in ownership and reduce the amount recorded as noncontrolling interest and increase additional paid-in capital.

During the three months ended March 31, 2026 and 2025, the Company experienced a change in noncontrolling interests ownership due to the conversion of Class B to Class A shares and as such, has rebalanced the related noncontrolling interests balance.

During the three and six months ended June 30, 2026 and 2025, the Company experienced a change in noncontrolling interests ownership due to the conversion of Class B to Class A shares and as such, has rebalanced the related noncontrolling interests balance.

The Company calculated the rebalancing based on the net assets of XPO LLC, after considering the preferred shareholders' claim on the net assets of XPO LLC.

The Company used the liquidation value of the preferred shares for such rebalancing.

The following table summarizes the ownership of XPO LLC as of March 31, 2026:

The following table summarizes the ownership of XPO LLC as of June 30, 2026:

Ownership percentage

1 unchanged sentence

Note 11 – Equity Compensation

Equity classified restricted stock units – The following table summarizes aggregate activity for RSUs for the three months ended March 31, 2026:

Equity classified restricted stock units – The following table summarizes aggregate activity for RSUs for the six months ended June 30, 2026:

Weighted Average

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Forfeited, expired, or canceled

Outstanding at March 31, 2026

Outstanding at June 30, 2026

RSUs are valued at the Company’s closing stock price on the date of grant and generally vest over a one - to three-year period.

Compensation expense for RSUs is recognized on a straight-line basis.

The total fair value of RSUs vested during the six months ended June 30, 2026 was $ 6,016 .

Xponential Fitness, Inc.

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(amounts in thousands, except per share amounts)

RSUs are valued at the Company’s closing stock price on the date of grant and generally vest over a one - to four-year period.

Compensation expense for RSUs is recognized on a straight-line basis.

The total fair value of RSUs vested during the three months ended March 31, 2026 wa s $ 3,340 .

The Company grants performance-based restricted stock units (“PSUs”), which are included in the RSUs described above, to executive officers and other key employees that vests upon t he achievement of specified market or internal performance goals.

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Management performs a regular assessment to determine the likelihood of meeting the related metrics and adjusts the expense recognized if necessary.

The following table summarizes aggregate activity for PSUs for the three months ended March 31, 2026:

The following table summarizes aggregate activity for PSUs for the six months ended June 30, 2026:

Weighted Average

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Forfeited, expired, or canceled

Outstanding at March 31, 2026

During the three months ended March 31, 2026 , the Company granted 499 PSUs to executive officers.

Outstanding at June 30, 2026

During the six months ended June 30, 2026 , the Company granted 712 PSUs to executive officers.

The number of shares issuable as a result of grants of PSUs is determined based on market-based criteria and performance-based criteria.

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The fair value of these and other performance-based awards is generally based on the closing price of the Company’s Class A Common Stock as reported on the New York Stock Exchange on the date of grant.

As of March 31, 2026, the achievement of remaining performance metrics is considered probable.

As of June 30, 2026, the achievement of certain remaining performance metrics is considered probable.

The Monte Carlo simulation assumptions used for the period presented were as follows:

Three Months Ended March 31,

Six Months Ended June 30,

Risk free interest rate

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Stock-based compensation expense – Aggregate stock-based compensation expense recognized in the conden sed consolidated statements of operations was as follows:

Three months ended March 31,

Three months ended June 30,

Six Months Ended June 30,

Selling, general and administrative

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Due to the Company's full valuation allowance on its net deferred tax assets, there is no income tax benefit on the unvested RSUs.

At March 31, 2026, the Company had $ 16,236 of total unamortized compensation expense related to non-vested RSUs and PSUs.

At June 30, 2026, the Company had $ 16,489 of total unamortized compensation expense related to non-vested RSUs and PSUs.

That cost is expected to be recognized over a weighted-average period of 2.3 years.

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The Company is taxed as a corporation and pays corporate federal, state and local taxes with respect to income allocated from XPO Holdings, based on its 85.6 % economic interest in XPO Holdings.

The provision for income tax es differs from the amount of income tax computed by applying the applicable U.S.

The provision for income taxes differs from the amount of income tax computed by applying the applicable U.S.

statutory federal income tax rate of 21 % to income (loss) before income taxes due to XPO Holdings’ pass-through structure for U.S.

income tax purposes, state taxes, non-deductible expenses, change in fair value of contingent consideration, and the valuation allowance against the deferred tax asset.

The effective tax rate for the three months ended March 31, 2026 and 2025 , was ( 0.7 %) and ( 22.3 %) , respectively.

During the three months ended March 31, 2026 and 2025 , the Company recognized income tax expense of $ 6 and $ 485 , respectively, on its share of pre-tax book income (loss), exclusive of the noncontrolling interest of 14.9 % and 28.3 %, respectively.

As of March 31, 2026, management determined based on applicable accounting standards and the weight of all available evidence, it was not more likely than not (“MLTN”) that the Company will generate sufficient taxable income to realize its deferred tax assets including the difference in tax basis in excess of the financial reporting value for its investment in XPO Holdings.

Consequently, the Company has established a full valuation allowance against its deferred tax assets as of March 31, 2026.

The effective tax rate were ( 1.4 %) and ( 1.3 %) for the three and six months ended June 30, 2026 , respectively, and 18.8 % and ( 154.5 % ) for the three and six months ended June 30, 2025, respectively.

During the three and six months ended June 30, 2026 , the Company recognized income tax expense of $ 65 and $ 71 , respectively, on its share of pre-tax book income (loss), exclusive of the noncontrolling interest of 14.4 % .

During the three and six months ended June 30, 2025 , the Company recognized income taxes expense of $ 312 and $ 797 , respectively, on its share of pre-tax book income (loss), exclusive of the noncontrolling interest of 28.1 % .

As of June 30, 2026, management determined based on applicable accounting standards and the weight of all available evidence, it was not more likely than not (“MLTN”) that the Company will generate sufficient taxable income to realize its deferred tax assets including the difference in tax basis in excess of the financial reporting value for its investment in XPO Holdings.

Consequently, the Company has established a full valuation allowance against its deferred tax assets as of June 30, 2026.

In the event that management subsequently determines that it is MLTN that the Company will realize its deferred tax assets in the future over the recorded amount, a decrease to the valuation allowance will be made, which will reduce the provision for income taxes.

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tax and related laws, including immediate expensing of certain capital expenditures and favorable impacts to the business interest expense limitation.

The Company has incorporated the OBBBA changes in its income tax provision for the three months ended March 31, 2026.

The Company has incorporated the OBBBA changes in its income tax provision for the six months ended June 30, 2026.

There is no material impact to the Company's effective income tax rate and net deferred income tax assets, as the Company maintains a full valuation allowance on the deferred tax assets of XPO Inc.

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The TRA also provides that, upon certain mergers, asset sales or other forms of business combination, or certain other changes of control, the TRA will not terminate but the Company’s or the Company’s successor’s obligations with respect to tax benefits would be based on certain assumptions, including that the Company or the Company’s successor would have sufficient taxable income to fully utilize the increased tax deductions and tax basis and other benefits covered by the TRA.

As of March 31, 2026 , the Company has concluded, based on applicable accounting standards, that it was more likely than not that its deferred tax assets subject to the TRA would not be realized.

Therefore, the Company has not recorded a liability related to the tax savings it may realize from utilization of such deferred tax assets and accordingly $ 116,527 of the TRA liability was not recorded as of March 31, 2026 .

As of June 30, 2026 , the Company has concluded, based on applicable accounting standards, that it was more likely than not that its deferred tax assets subject to the TRA would not be realized.

Therefore, the Company has not recorded a liability related to the tax savings it may realize from utilization of such deferred tax assets and accordingly $ 117,150 of the TRA liability was not recorded as of June 30, 2026 .

If utilization of the deferred tax asset subject to the TRA becomes more likely than not in the future, the Company will record a liability related to the TRA which will be recognized as expense within its consolidated statements of operations.

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The potential dilutive impact of redeemable Convertible Preferred shares and Class B common stock is evaluated using the as-if-converted method.

Weighted average shares of Class B common stock were 11,676 and 14,464 for the three months ended March 31, 2026 and 2025, respectively.

Weighted average shares of Class B common stock were 7,146 and 9,398, for the three and six months ended June 30, 2026 , respectively, and 13,664 and 14,062 for the three and six months ended June 30, 2025, respectively.

The potentially dilutive impact of RSUs is calculated using the treasury stock method.

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The following table presents the calculation of basic and diluted loss p er share of Class A common stock:

Three months ended March 31,

Net loss attributable to XPO Inc.

Three months ended June 30,

Six months ended June 30,

Net income (loss) attributable to XPO Inc.

net loss attributable to noncontrolling interests

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However, it is possible that the Company’s business, results of operations, liquidity or financial condition could be materially affected in a particular future reporting period by the unfavorable resolution of one or more matters or contingencies during such period.

As of the end of each applicable reporting period, the Company reviews each of its legal proceedings and, where it is probable that a liability has been incurred, the Company accrues for all probable and reasonably estimable losses.

The Company accrued for estimated legal liabilities, where appropriate, or settlement agreements to resolve legal disputes and recorded an aggregate accrual of $ 36,819 and $ 44,793 , which was included in accounts payable, accrued expenses and other liabilities in the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively.

During the three months ended March 31, 2026 and 2025 , the Company recorded legal expenses and settlement costs of $ 5,129 and $ 17,458 , respectively, which were net of insurance receivable of $ 2,200 and $ 5,000 , respectively.

These legal expenses were recorded within selling, general and administrative expenses in the condensed consolidated statements of operations.

Xponential Fitness, Inc.

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(amounts in thousands, except per share amounts)

The Company accrued for estimated legal liabilities, where appropriate, or settlement agreements to resolve legal disputes and recorded an aggregate accrual of $ 29,477 and $ 44,793 , which was included in accounts payable, accrued expenses and other liabilities in the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, respectively.

During the six months ended June 30, 2026 and 2025 , the Company recorded legal expenses and settlement costs of $ 8,116 and $ 14,760 , respectively, which were net of insurance receivable of $ 0 and $1 5,000 , respectively.

These legal expenses were recorded within selling, general and administrative expenses in the condensed consolidated statements of operations.

The Company maintains insurance coverage which may cover certain losses and legal costs incurred.

When losses exceed the applicable policy deductible and realization of recovery of the loss from existing insurance policies is deemed probable, the Company records receivables from the insurance company for the excess amount.

The Company recorded an insurance receivable of $ 7,200 and $ 5,000 , which was included in prepaid expenses and other current assets in the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively.

Additionally, during the three months ended March 31, 2026 and 2025 , the Company received proceeds of $ 0 and $ 9,750 , respectively, in connection with its claims for insurance reimbursement for previous legal expenses.

Both the insurance receivable as of March 31, 2026 and December 31, 2025 and the cash proceeds received during the three months ended March 31, 2026 and 2025 were recognized within selling, general and administrative expenses in the condensed consolidated statements of operations.

The Company recorded an insurance receivable of $ 0 and $ 5,000 , which was included in prepaid expenses and other current assets in the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, respectively.

Additionally, during the six months ended June 30, 2026 and 2025 , the Company received proceeds of $ 7,200 and $ 14,750 , respectively, in connection with its claims for insurance reimbursement for previous legal expenses.

Both the insurance receivable as of June 30, 2026 and December 31, 2025 and the cash proceeds received during the six months ended June 30, 2026 and 2025 were recognized within selling, general and administrative expenses in the condensed consolidated statements of operations.

Various factors could affect the timing and amount of recovery and it is reasonably possible that the Company will need to adjust the estimate for insurance receivable or receive additional proceeds, exceeding its current estimated insurance receivable, based on new or additional information.

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On September 25, 2025, the parties filed the Second Amended Complaint with exhibits containing the settlement structure and agreement and the parties are currently awaiting approval.

The Company recorded an accrual in anticipation of this settlement, which was included in accrued expenses in the condensed consolidated balance sheets as of March 31, 2026.

The Company recorded an accrual in anticipation of this settlement, which was included in accrued expenses in the condensed consolidated balance sheets as of June 30, 2026.

On February 9, 2024, a federal securities class action lawsuit was filed against the Company and certain of the Company’s officers in the United States District Court for the Central District of California.

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A total of 509 current and former franchisees are party to the settlement agreement.

During the three months ended March 31, 2026 , the first installment of $ 12,500 was paid.

During the six months ended June 30, 2026 , the first installment of $ 12,500 was paid.

On February 21, 2025, the Company received a complaint on behalf of a putative nationwide class alleging violations of the Telephone Consumer Protection Act.

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The Company recorded an accrual of $ 17,000 , which was included in accrued expenses in the condensed consolidated balance sheet as of December 31, 2025.

Subsequent to the three months ended March 31, 2026 , the Company paid $ 5,000 toward the settlement.

During the six months ended June 30, 2026 , the first installment of $ 5,000 was paid.

Subsequent to the three months ended June 30, 2026, the Company paid the second installment of $ 4,000 toward the settlement.

The Company received notice on May 7, 2024 of an investigation by the U.S.

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In addition, the Company agreed to offer to terminate certain area development and franchise agreements with, and refund initial fees to, certain Maryland franchisees with unopened outlets.

The administrative penalty was paid on March 31, 2026, and subsequent to quarter-end, the Company made a refund payment to one franchisee.

The Company also accrued for potential refunds in connection with this matter, which was included in accrued expenses in the condensed consolidated balance sheet as of March 31, 2026.

In addition, the Office of the Attorney General of the State of Maryland (“MAG”) has previously contacted the Company regarding compliance with applicable franchise laws.

The Company is cooperating fully with the MAG in this investigation.

The Company has recorded an accrual in connection with potential settlement of this matter, which was included in accrued expenses in the condensed consolidated balance sheet as of March 31, 2026.

The administrative penalty was paid on March 31, 2026, and during the six months ended June 30, 2026, the Company made a refund payment to two franchisees.

The Company also accrued for potential refunds in connection with this matter, which was included in accrued expenses in the condensed consolidated balance sheet as of June 30, 2026.

On December 12, 2024, the Company received a subpoena from the Office of the Attorney General of the State of New York (the “NYAG”).

The Company is cooperating fully with the NYAG in this investigation.

The Company has recorded an accrual in connection with potential settlement of this matter, which was included in accrued expenses in the condensed consolidated balance sheet as of March 31, 2026.

On June 9, 2026, the matter settled between the NYAG and various parties, including Xponential Fitness, Inc., Xponential Fitness, LLC, AKT Franchise SPV, LLC, BFT Franchise SPV, LLC, Club Pilates Franchise SPV, LLC, Cyclebar Franchising SPV, LLC, PB Franchising SPV, LLC, Rumble Franchise SPV, LLC, Stretch Lab Franchise SPV, LLC, and Yoga Six Franchise SPV, LLC (collectively, the “XPO Parties”) in the total amount of $ 3,971 .

The Company recorded an accrual in connection with the settlement matter, which was included in accrued expenses in the condensed consolidated balance sheet as of June 30, 2026.

During the six months ended June 30, 2026 , the first installment of $ 1,824 was paid.

The NYAG alleged that misrepresentations were made in Franchise Disclosure Documents filed with the State of New York regarding the timeline for opening a new franchise.

The XPO Parties also agreed to comply with the New York franchise law and to undertake certain additional compliance procedures.

Contingent consideration from acquisitions – In connection with the Reorganization Transactions, the Parent merged with and into the Member.

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The Monte Carlo simulation assumptions used for the periods presented were as follows:

Three Months Ended March 31,

Six Months Ended June 30,

Risk free interest rate

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Expected term (in years)

During the three months ended March 31, 2026 and 2025 , the Company recorded a decrease of $ 3,187 and $ 8,661 , respectively, which was recorded as acquisition and transaction expense (income).

At March 31, 2026 and December 31, 2025 , contingent consideration of $ 7,122 and $ 10,309 was recorded as contingent consideration from acquisitions in the condensed consolidated balance sheets, respectively.

The Company recorded an increase (decrease) of $ 1,439 and $ ( 1,748 ) during the three and six months ended June 30, 2026 , respectively, and $ ( 1,914 ) and $ ( 10,575 ) during the three and six months ended June 30, 2025, respectively, which was recorded as acquisition and transaction expense (income).

At June 30, 2026 and December 31, 2025 , contingent consideration of $ 8,561 and $ 10,309 was recorded as contingent consideration from acquisitions in the condensed consolidated balance sheets, respectively.

In connection with the October 2021 acquisition of BFT, the Company agreed to pay contingent consideration to the Seller consisting of quarterly cash payments based on the sales of the franchise system and equipment packages in the U.S.

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At the acquisition date, the Company determined that the fair value of the estimated contingent consideration liability was $ 9,388 .

The Company recorded a change to contingent consideration of $ 0 and $ 2 during the three months ended March 31, 2026 and 2025, respectively, which was recorded as interest expense.

The Company recorded additional contingent consideration of $ 0 and $ 6 during the three months ended March 31, 2026 and 2025 , respectively, which was recorded as acquisition and transaction expense.

The Company recorded a change to contingent consideration of $ 0 and $ 2 during the three and six months ended June 30, 2025 , respectively, which was recorded as interest expense.

The Company recorded additional contingent consideration of $ 0 and $ 6 during the three and six months ended June 30, 2025 , respectively, which was recorded as acquisition and transaction expense.

The Company paid $ 133 during the quarter ended December 31, 2025, via an offset of contingent liability due to the Seller with an accounts receivable balance of $ 133 owed from the Seller as the Company determined that a right of offset existed as of December 31, 2025.

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The contingent consideration remained payable notwithstanding the divestiture of the brand.

The Company recorded additional contingent consideration of $ 0 and $ 31 during the three months ended March 31, 2026 and 2025, respectively, which was recorded as interest expense.

The Company recorded a change to contingent consideration of $ 0 and $ 17 during the three months ended March 31, 2026 and 2025, respectively, which was recorded as acquisition and transaction expense.

In addition, the Company paid contingent consideration of $ 500 during the three months ended March 31, 2025.

During the three months ended March 31, 2026 , the Company settled the remaining contingent consideration obligation of $ 500 through a non-cash offset, whereby the contingent liability payable to the seller was reduced and a corresponding reduction was recorded to accounts receivable due from the seller.

The Company recorded additional contingent consideration of $ 15 and $ 46 during the three and six months ended June 30, 2025, respectively, which was recorded as interest expense.

The Company recorded a change to contingent consideration of $ ( 1 ) and $ 16 during the three and six months ended June 30, 2025, respectively, which was recorded as acquisition and transaction expense (income).

In addition, the Company paid contingent consideration of $ 500 during the six months ended June 30, 2025 .

During the first quarter of 2026, the Company settled the remaining contingent consideration obligation of $ 500 through a non-cash offset, whereby the contingent liability payable to the seller was reduced and a corresponding reduction was recorded to accounts receivable due from the seller.

At December 31, 2025, contingent consideration of $ 500 was recorded as accrued expenses in the condensed consolidated balance sheet.

As of March 31, 2026, the contingent consideration obligation related to the Lindora acquisition was fully settled.

As of the first quarter of 2026, the contingent consideration obligation related to the Lindora acquisition was fully settled.

Letter of credit – In July 2022, the Company entered into an agreement with a third-party financing company, who provides loans to the Company's qualified franchisees, pursuant to which the Company serves as guarantor for such loans.

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The Company deposited cash in a restricted account as collateral for the standby letter of credit.

The Company has determined the fair value of these guarantees at inception was not material, and as of March 31, 2026 and December 31, 2025 , a $ 1,781 and $ 1,348 accrual has been recorded for the Company’s probable obligation under its guaranty arrangement, respectively, which is included in accrued expenses in the condensed consolidated balance sheets.

The Company has determined the fair value of these guarantees at inception was not material, and as of June 30, 2026 and December 31, 2025 , a $ 1,993 and $ 1,348 accrual has been recorded for the Company’s probable obligation under its guaranty arrangement, respectively, which is included in accrued expenses in the condensed consolidated balance sheets.

Lease guarantees – The Company has guaranteed lease agreements for certain franchisees.

The Company’s potential obligation, as a result of its guarantees of leases, is approximately $ 4,386 and $ 4,560 as of March 31, 2026 and December 31, 2025, respectively, and would only require payment upon default by the primary obligor.

The Company has determined the fair value of these guarantees at inception is not material, and as of March 31, 2026 and December 31, 2025 , a $ 0 and $ 0.3 accrual has been recorded for the Company’s potential obligation under its guaranty arrangement, respectively.

The Company’s potential obligation, as a result of its guarantees of leases, is approximately $ 4,611 and $ 4,560 as of June 30, 2026 and December 31, 2025, respectively, and would only require payment upon default by the primary obligor.

The Company has determined the fair value of these guarantees at inception is not material, and as of June 30, 2026 and December 31, 2025 , a $ 0 and $ 0.3 accrual has been recorded for the Company’s potential obligation under its guaranty arrangement, respectively.

Note 15 – Restructuring

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The components of the restructuring charges were as follows:

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Impairment and accelerated amortization of right-of-use assets

Contract termination and other associated costs

Loss on lease terminations and sale or disposal of assets, net (1)

Loss (gain) on lease terminations and sale or disposal of assets, net (1)

Other restructuring costs

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(1) Loss on lease termination and sale or disposal of assets represents net losses on studio lease terminations and sales or disposal of studio assets primarily related to studio property and equipment.

Amount for the three months ended March 31, 2026 and 2025 is net of, among other things, a $ 376 and $ 0 gain, respectively, on lease termination related to a lease for which the Company had previously recognized an impairment on the related right-of-use asset.

Amount for the three and six months ended June 30, 2026 is net of, among other things, a $ 342 and $ 718 gain, respectively, on lease termination related to a lease for which the Company had previously recognized an impairment on the related right-of-use asset.

Amount for the three and six months ended June 30, 2025 is net of, among other things, a $ 694 gain on lease termination related to a lease for which the Company had previously recognized an impairment on the related right-of-use asset.

The restructuring charges are recorded within the following financial statement captions on the Company’s condensed consolidated statements of operations:

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Selling, general and administrative expenses

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Charges incurred

Balance at March 31, 2026

Balance at June 30, 2026

Note 16 – Segment Information

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The CODM uses consolidated net income (loss) predominantly in the annual budget and forecasting process and to monitor budget-to-actual variances on a mo nthly basis in order to assess performance and allocate resources.

The Company generated $ 2,162 and $ 2,617 of revenue outside of the United States during the three months ended March 31, 2026 and 2025, respectively.

Revenue generated outside of the United States is primarily from franchise development fees and franchise royalty fees earned from master franchisees.

As of March 31, 2026 and 2025, the Company did not have material assets located outside of the United States.

Xponential Fitness, Inc.

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(amounts in thousands, except per share amounts)

The Company generated $ 2,703 and $ 4,865 of revenue outside of the United States du ring the three and six months ended June 30, 2026 , respectively, and $ 2,731 and $ 5,348 during the three and six months ended June 30, 2025, respectively.

Revenue generated outside of the United States is primarily from franchise development fees and franchise royalty fees earned from master franchisees.

As of June 30, 2026 and 2025, the Company did not have material assets located outside of the United States.

The following table presents the financial information for the Company’s one reportable and operating segment:

Three Months Ended March 31,

Three Months Ended June 30,

Six months ended June 30,

Total revenue, net

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Marketing fund expense

Acquisition and transaction income

Acquisition and transaction expense (income)

Other segment items (1)

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Segment net income (loss)

(1) Other segment items include restructuring expenses of $ 765 and $ 151 for the three months ended March 31, 2026 and 2025 , respectively.

(1) Other segment items include restructuring expenses (recovery) of $ ( 91 ) and $ 674 for the three and six months ended June 30, 2026, respectively, and $ 907 and $ 1,058 for the three and six months ended June 30, 2025 , respectively.

Other segment items also include travel expenses, insurance expenses, TRA expenses, and other selling, general and administrative expenses.

Note 17 – Subsequent events

Subsequent to the three months ended March 31, 2026 , the Company borrowed $ 10,000 on the revolving credit facility.

In June 2026, the Company entered into a sublease agreement for a portion of its headquarters office space in Irvine, California.

The sublease is scheduled to commence in July 2026 for a term of 74 months.

Under the terms of the sublease agreement, the Company will receive an aggregate base rental payment of approximately $ 2,400 over the term of the sublease, which expires in July 2032.

Subsequent to the quarter-end, on July 7, 2026 the Company entered into a multi-unit agreement with Spartan Fitness under which the Company expects to open additional 50 units over the next six years .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements