{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-032739","form_type":"8-K","ticker":"XPOF","cik":"0001802156","company_name":"Xponential Fitness, Inc.","filed_at":"2023-02-10T23:59:59+00:00","discovered_at":"2026-05-14T18:03:46.631025+00:00","generated_at":"2026-06-19T18:12:51.015913+00:00","sec_items":["1.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Xponential Fitness secondary offering of 5M shares by insiders at $24.50 closes Feb 10","bullets":["Selling stockholders (affiliates of Chairman Grabowski and CEO Geisler) sold 5,000,000 shares at $24.50 per share; underwriters paid $23.34.","Company received no proceeds from the offering; all shares were sold by existing stockholders.","Underwriters have 30-day option to purchase up to an additional 750,000 shares at public offering price less discounts.","Offering closed on February 10, 2023."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-032739","json":"https://secwatch.observer/filing/0001193125-23-032739.json","markdown":"https://secwatch.observer/filing/0001193125-23-032739.md","text":"https://secwatch.observer/filing/0001193125-23-032739.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1802156/000119312523032739/0001193125-23-032739-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1802156/000119312523032739/d446088d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-19T18:12:51.015913+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"5acb8c0c7224a157732b70fecbae4a7792084ce7","claim":"Xponential Fitness, Inc. entered into Underwriting Agreement with BofA Securities, Inc. and Jefferies LLC as the representatives of the underwriters valued at $24.50 per share (effective 2023-02-07).","evidence_excerpt":"On February 7, 2023, Xponential Fitness, Inc. (the “Company,” “Xponential,” “we,” “our,” or “us”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and Jefferies LLC as the representatives of the underwriters named in Schedule A thereto (the “Underwriters”), Xponential Intermediate Holdings LLC, a Delaware limited liability company, and the selling stockholders named in Schedule B thereto (the “Selling Stockholders”), pursuant to which the Selling Stockholders agreed to sell to the Underwriters 5,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”). The Shares were sold at a public offering price of $24.50 per share, and were purchased by the Underwriters from the Selling Stockholders at a price of $23.34 per share.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1802156/000119312523032739/0001193125-23-032739-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"underwriting"},{"label":"Counterparty","value":"BofA Securities, Inc. and Jefferies LLC as the representatives of the underwriters"},{"label":"Value","value":"$24.50 per share"},{"label":"Effective","value":"2023-02-07"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}