---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-004065"
form_type: "8-K"
ticker: "XPOF"
cik: "0001802156"
company_name: "Xponential Fitness, Inc."
filed_at: "2023-01-09T23:59:59+00:00"
generated_at: "2026-06-20T18:05:28.453450+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Xponential Fitness incurs $130M term loan to repurchase $130.8M preferred stock

## Summary
- Fourth amendment to credit agreement provides $130M incremental term loan.
- Proceeds fund repurchase of 42,241 Series A and 43,099 Series A-1 preferred shares for ~$130.8M plus $0.2M accrued dividends.
- After repurchase, 114,660 preferred shares (56,759 Series A, 57,901 Series A-1) remain outstanding.
- Closing expected on or about January 13, 2023, subject to customary conditions and debt closing.
- Quarterly principal payments on loans increased starting June 30, 2023, and prepayment premium amended for new term loan.

## SEC filing metadata
- accession: 0001193125-23-004065
- form_type: 8-K
- ticker: XPOF
- cik: 0001802156
- company_name: Xponential Fitness, Inc.
- filed_at: 2023-01-09T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1802156/000119312523004065/0001193125-23-004065-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1802156/000119312523004065/d448278d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-004065
- JSON: https://secwatch.observer/filing/0001193125-23-004065.json
- Plain text: https://secwatch.observer/filing/0001193125-23-004065.txt

## Key facts
- Debt Financings
  Xponential Fitness, Inc. incurred term loan of $130.0 million with Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners.
  - Instrument: term loan
  - Principal: $130.0 million
  - Counterparty: Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners
  - Event: incurrence
  source text: The Amendment provides for, among other things, additional term loans in an aggregate principal amount of $130.0 million (the “2023 Incremental Term Loan”), the proceeds of which will be used to fund the Repurchase Transactions (defined below) and the payment of fees, costs and expenses related to the Amendment and the Repurchase Transactions.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1802156/000119312523004065/0001193125-23-004065-index.htm
- Material Agreements
  Xponential Fitness, Inc. amended Fourth Amendment to Financing Agreement with Wilmington Trust, National Association and lenders including MSD Partners valued at $130.0 million additional term loans (effective 2023-01-09).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: Wilmington Trust, National Association and lenders including MSD Partners
  - Value: $130.0 million additional term loans
  - Effective: 2023-01-09
  source text: On January 9, 2023, the Company and certain of the Company’s domestic subsidiaries entered into a fourth amendment (the “Amendment”) to its existing financing agreement dated as of April 19, 2021, as previously amended by the first amendment thereto dated as of July 27, 2021, the second amendment thereto dated as of August 8, 2021 and the third amendment thereto dated as of September 30, 2022 , with Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners (together with the Amendment, the “Credit Agreement”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1802156/000119312523004065/0001193125-23-004065-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.