{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-204080","form_type":"8-K","ticker":"XPOF","cik":"0001802156","company_name":"Xponential Fitness, Inc.","filed_at":"2023-08-07T23:59:59+00:00","discovered_at":"2026-05-14T18:03:35.301121+00:00","generated_at":"2026-06-12T04:38:39.242204+00:00","sec_items":["1.01","2.03","5.02"],"event_type":"debt","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Xponential Fitness adds $65M term loan, replaces LIBOR with SOFR, raises CFO salary","bullets":["Entered fifth amendment to credit agreement for $65M incremental term loans on Aug 3, 2023.","Proceeds to be used for stock buyback, fees, expenses, and general corporate purposes.","Benchmark interest rate switched from LIBOR to Term SOFR.","CFO John Meloun's base salary increased to $425,000 and cash bonus opportunity to 60%, effective immediately."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-204080","json":"https://secwatch.observer/filing/0001193125-23-204080.json","markdown":"https://secwatch.observer/filing/0001193125-23-204080.md","text":"https://secwatch.observer/filing/0001193125-23-204080.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1802156/000119312523204080/0001193125-23-204080-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1802156/000119312523204080/d519984d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-12T04:38:39.242204+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":"c1f5b994e74937704e5dc17c3eabffd73943ce90","claim":"Xponential Fitness, Inc. incurred term loan of $65.0 million with Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners.","evidence_excerpt":"additional term loans in an aggregate principal amount of $65.0 million (the “Fifth Amendment Incremental Term Loans”)","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1802156/000119312523204080/0001193125-23-204080-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"term loan"},{"label":"Principal","value":"$65.0 million"},{"label":"Counterparty","value":"Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"da381b6ba08266490cd44387bab989be295f59b1","claim":"Xponential Fitness, Inc. amended credit facility with Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners at benchmark interest rate based on the forward-looking secured overnight financing.","evidence_excerpt":"replaces the benchmark interest rate based on the London Interbank Offered Rate (“LIBOR”) (and related LIBOR-based mechanics) applicable to the loans under the Credit Agreement with a benchmark interest rate based on the forward-looking secured overnight financing rate (“Term SOFR”) (and related Term SOFR-based mechanics)","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1802156/000119312523204080/0001193125-23-204080-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"credit facility"},{"label":"Counterparty","value":"Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners"},{"label":"Rate","value":"benchmark interest rate based on the forward-looking secured overnight financing"},{"label":"Event","value":"amendment"}],"fact_type":"debt_financing"},{"claim_id":"0bd7da6cc26231c2cda945f039f9c30f56e0f57f","claim":"Xponential Fitness, Inc. amended Amendment with Wilmington Trust, National Association valued at $65.0 million (effective 2023-08-03).","evidence_excerpt":"On August 3, 2023, Xponential Fitness, Inc. (the “Company”) and certain of the Company’s domestic subsidiaries entered into a fifth amendment (the “Amendment”) to its existing financing agreement","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1802156/000119312523204080/0001193125-23-204080-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Wilmington Trust, National Association"},{"label":"Value","value":"$65.0 million"},{"label":"Effective","value":"2023-08-03"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}