{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-419697","form_type":"8-K","ticker":"XPOF","cik":"0001802156","company_name":"Xponential Fitness, Inc.","filed_at":"2026-10-13T11:11:32+00:00","discovered_at":"2026-10-13T11:15:00.261602+00:00","generated_at":"2026-10-13T11:15:03.682830+00:00","sec_items":["1.01","3.03","5.03","7.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Xponential adopts 19.9%-trigger rights plan as strategic review continues; rights expire Oct 2027","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-419697","json":"https://secwatch.observer/filing/0001193125-26-419697.json","markdown":"https://secwatch.observer/filing/0001193125-26-419697.md","text":"https://secwatch.observer/filing/0001193125-26-419697.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1802156/000119312526419697/0001193125-26-419697-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1802156/000119312526419697/d135071d8k.htm"},"model":{"generated_by":"deepseek-v4.1-flash:cloud@v2","generated_at":"2026-10-13T11:15:03.682830+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":[],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}