---
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"
generated_at: "2026-06-12T04:38:39.242204+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Xponential Fitness adds $65M term loan, replaces LIBOR with SOFR, raises CFO salary

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 5.02
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-204080
- JSON: https://secwatch.observer/filing/0001193125-23-204080.json
- Plain text: https://secwatch.observer/filing/0001193125-23-204080.txt

## Key facts
- Debt Financings
  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.
  - Instrument: term loan
  - Principal: $65.0 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: additional term loans in an aggregate principal amount of $65.0 million (the “Fifth Amendment Incremental Term Loans”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1802156/000119312523204080/0001193125-23-204080-index.htm
- Debt Financings
  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.
  - Instrument: credit facility
  - Counterparty: Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners
  - Rate: benchmark interest rate based on the forward-looking secured overnight financing
  - Event: amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1802156/000119312523204080/0001193125-23-204080-index.htm
- Material Agreements
  Xponential Fitness, Inc. amended Amendment with Wilmington Trust, National Association valued at $65.0 million (effective 2023-08-03).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: Wilmington Trust, National Association
  - Value: $65.0 million
  - Effective: 2023-08-03
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1802156/000119312523204080/0001193125-23-204080-index.htm

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