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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Xponential Fitness, Inc. (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Fund 1 Investments, LLC 100 Carr 115, Unit 1900, Rincon, PR, 00677 804-363-4458 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/02/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Fund 1 Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,170,610.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A common stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Xponential Fitness, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
17877 VON KARMAN AVE, SUITE 100, IRVINE,
CALIFORNIA
, 92614. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to read as follows:
The Shares beneficially owned by the Reporting Person were purchased with working capital of the Funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 4,170,610 Shares beneficially owned by the Reporting Person is approximately $25,854,365, including brokerage commissions. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported beneficially owned by the Reporting Person is based on 42,219,000 Shares outstanding as of July 31, 2026, which is the total number of Shares outstanding as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2026.
As of the date hereof, the Reporting Person beneficially owned 4,170,610 Shares, constituting approximately 9.9% of the outstanding Shares. |
| (b) | Item 5(b) is hereby amended and restated to read as follows:
The Reporting Person has sole power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 4,170,610 Shares held by the Funds. |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
There have been no transactions in the Shares of the Issuer by the Reporting Person since the filing of Amendment No. 1 to the Schedule 13D. This Amendment reflects an update to the Reporting Person's beneficial ownership of Shares included in Amendment No. 1 to the Schedule 13D, reflecting that on August 21, 2026, the Reporting Person purchased an additional 10,000 Shares at a price of $5.0470 per Share. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following:
The Reporting Person has entered into certain cash-settled total return swap agreements (the "Cash-Settled Swaps") with an unaffiliated third-party financial institution, which provide the Reporting Person with economic exposure to an aggregate of 3,573,826 notional Shares, representing approximately 8.5% of the outstanding Shares. The Cash-Settled Swaps provide the Reporting Person with economic results that are comparable to the economic results of ownership, but do not provide the Reporting Person with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Cash-Settled Swaps.
As previously disclosed, the Reporting Person has sold short over-the-counter cash-settled put options referencing an aggregate of 2,500,000 Shares, which have an exercise price of $5 per Share and an expiration date of October 16, 2026. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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