Xponential adopts 19.9%-trigger rights plan as strategic review continues; rights expire Oct 2027

Xponential Fitness, Inc.

Board declared one right per Class A share for stockholders of record as of Oct 22, 2026; rights become exercisable at 19.9% beneficial ownership, including derivatives.
Each right initially allows purchase of 1/1,000 of Series B Preferred at $15.00 per unit; rights expire Oct 11, 2027 and are redeemable at $0.001 per right.
Company cites a 'recent significant accumulation of Company equity interests' and says the plan is meant to prevent a position that could adversely impact trading in Class A shares.
Review of strategic alternatives to maximize stockholder value remains ongoing, led by independent directors with Jefferies as financial advisor.
Investors already at or above 19.9% (counting derivatives) are grandfathered unless they buy more shares or derivatives after the announcement.

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