---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-311452"
form_type: "8-K"
ticker: "XPOF"
cik: "0001802156"
company_name: "Xponential Fitness, Inc."
filed_at: "2025-12-08T23:59:59+00:00"
generated_at: "2026-05-16T14:02:26.609213+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Xponential Fitness refinances debt with $525M term loan, eliminates convertible preferred stock

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-25-311452
- form_type: 8-K
- ticker: XPOF
- cik: 0001802156
- company_name: Xponential Fitness, Inc.
- filed_at: 2025-12-08T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 1.02, 2.03, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1802156/000119312525311452/0001193125-25-311452-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1802156/000119312525311452/d32941d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-311452
- JSON: https://secwatch.observer/filing/0001193125-25-311452.json
- Plain text: https://secwatch.observer/filing/0001193125-25-311452.txt

## Key facts
- Debt Financings
  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
  source text: the Lenders have provided to the Borrower Closing Date Term Loans in an aggregate principal amount equal to $525 million
  evidence_url: https://www.sec.gov/Archives/edgar/data/1802156/000119312525311452/0001193125-25-311452-index.htm
- Material Agreements
  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
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1802156/000119312525311452/0001193125-25-311452-index.htm
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1802156/000119312525311452/0001193125-25-311452-index.htm

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