Xponential Fitness, Inc. (XPOF): debt financing — Xponential Fitness refinances debt with $525M term loan, eliminates convertible preferred stock

Xponential Fitness, Inc.

New $525M term loan and $25M revolver; 5-year maturity; interest based on Term SOFR or Base Rate plus margin.
Proceeds used to repay ~$369.2M existing debt; paid $7.2M exit fee and $10.4M make-whole premium.
Repurchased all 114,660 shares of preferred stock for ~$127M plus ~$1.4M accrued dividends; no preferred shares remain.
Preferred stock was convertible into ~8.2M common shares; elimination removes dilution for common holders.
CFO Meloun says refinancing may reduce interest payments by up to 1% if financial milestones achieved.

item 1.01 item 1.02 item 2.03 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Xponential Fitness, Inc. incurred credit facility of $525 million with HPS Investment Partners LLC at Term SOFR or the Base Rate, plus, in each case, a leverage-based margin maturing five years after the Closing Date.

Instrument: credit facility
Principal: $525 million
Counterparty: HPS Investment Partners LLC
Rate: Term SOFR or the Base Rate, plus, in each case, a leverage-based margin
Maturity: five years after the Closing Date
Event: incurrence

Exact text from the filing

the Lenders have provided to the Borrower Closing Date Term Loans in an aggregate principal amount equal to $525 million

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Xponential Fitness, Inc. entered into Credit Agreement with HPS Investment Partners LLC, as administrative agent and collateral agent, and the lenders from time to time party thereto valued at $525 million (effective 2025-12-08).

Action: entry
Agreement: credit facility
Counterparty: HPS Investment Partners LLC, as administrative agent and collateral agent, and the lenders from time to time party thereto
Value: $525 million
Effective: 2025-12-08

Exact text from the filing

On December 8, 2025, certain subsidiaries of Xponential Fitness, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”), by and among Xponential Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), Xponential Fitness LLC, a Delaware limited liability company (the “Borrower”), HPS Investment Partners LLC, as administrative agent and collateral agent and the lenders from time to time party thereto (the “Lenders”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Xponential Fitness, Inc. terminated Existing Credit Agreement with Wilmington Trust, National Association, as administrative agent, and the other parties thereto valued at approximately $369.2 million (effective 2025-12-08).

Action: termination
Agreement: credit facility
Counterparty: Wilmington Trust, National Association, as administrative agent, and the other parties thereto
Value: approximately $369.2 million
Effective: 2025-12-08

Exact text from the filing

Substantially concurrently with the closing of the refinancing transaction under the Credit Agreement, all outstanding loans in the amount of approximately $369.2 million and other obligations outstanding under that certain Credit Agreement, dated as of April 19, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”), by and among, inter alios , the Borrower and Wilmington Trust, National Association, as administrative agent, and the other parties thereto from time to time, were repaid and the credit facilities thereunder were terminated.

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102 debt financings filed in the last 30 days. Browse all debt financings →

Xponential Fitness, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-25-311452

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