Fund 1 Investments, LLC filed Amendment No. 4 to its Schedule 13D on October 30, 2026, disclosing a non-binding take-private proposal delivered to the board of directors of Xponential Fitness, Inc., the franchisor of boutique fitness brands headquartered in Irvine, California.

Key Highlights

  • Take-private proposal: Fund 1 Investments delivered a letter to the Xponential Fitness board on October 30, 2026, proposing to acquire all outstanding shares of Class A common stock in a take-private transaction.
  • Offered price range: The proposal expressed a willingness to acquire shares at $5.61 to $7.00 per share in cash, which the filing states is at least 50% above the October 29, 2026 closing price of $3.74.
  • Beneficial ownership: Fund 1 Investments reported sole voting and dispositive power over 4,170,610 shares, representing 9.9% of the class.
  • Shareholder participation: According to the filing, the reporting person indicated openness to allowing other shareholders to participate alongside it, with Fund 1 acquiring the majority interest.
  • Rights agreement waiver: The filing noted that Fund 1 would seek a waiver of the Issuer's Stockholder Rights Agreement, dated October 12, 2026, to work with other interested shareholders.
  • No recent share transactions: The filing states there have been no transactions in the shares by Fund 1 Investments since the filing of Amendment No. 3.

Fund 1 Investments Delivers Take-Private Letter to Xponential Fitness Board

Fund 1 Investments, LLC, a Delaware-organized entity located in Rincon, Puerto Rico, disclosed that it delivered a letter to the board of directors of Xponential Fitness, Inc. (NYSE:XPOF) on October 30, 2026. According to the filing, the letter contained a non-binding proposal for Fund 1 to acquire all outstanding shares of the issuer's Class A common stock, par value $0.0001 per share (CUSIP 98422X101), in a take-private transaction. The source of funds reported for Fund 1 is listed as "AF," indicating affiliated funds.

The filing stated that the proposed acquisition price range of $5.61 to $7.00 per share in cash represents at least a 50% premium to the October 29, 2026 closing price of $3.74. Xponential Fitness is a franchisor of boutique fitness concepts headquartered at 17877 Von Karman Ave, Suite 100, Irvine, California 92614. The filing noted that Fund 1 highlighted its "prior engagement with the Board and intention to continue to work together in a constructive manner toward an outcome that is in the best interests of all shareholders and other stakeholders."

Fund 1 also indicated in the filing that it would seek a waiver of the issuer's Stockholder Rights Agreement, dated October 12, 2026, to allow it to work with other shareholders who might participate in the transaction alongside it, with Fund 1 retaining the majority interest. The scope of any such participation, the filing stated, would be determined through the board's strategic process. The proposal is described throughout as non-binding. A copy of the letter to the board is attached to the filing as Exhibit 99.1.

What Was Disclosed

Fund 1 Investments, LLC filed Amendment No. 4 to its Schedule 13D regarding its 9.9% stake in Xponential Fitness, Inc., disclosing a non-binding take-private proposal at $5.61 to $7.00 per share in cash and confirming no share transactions since its prior amendment.