Activist Fund 1 Gets Board Waiver to Boost Xponential Stake to 19.9%
XPOF sits 26% above its 52-week low of $3.565.
Summary
Activist investor Fund 1 Investments obtained board approval to increase its Xponential Fitness stake to 19.9% and disclosed new swap and put option positions, signaling a more aggressive campaign.
Key Events · Ownership and Investor Activity · XPOF
-
DGCL 203 Waiver Granted
Board approved Fund 1's acquisition of additional shares and waived Delaware's business combination restrictions, allowing the activist to acquire up to 19.9% of outstanding shares.
-
Derivatives Position Expanded
Fund 1 disclosed cash-settled total return swaps referencing 2,821,118 notional shares (~6.7% of outstanding) and sold new put options on 2,500,000 shares at $5 strike expiring October 16, 2026.
-
Prior Put Options Expired
Previously disclosed put options on 2,000,000 shares at $5 strike expired unexercised on September 18, 2026.
-
Ownership Correction
Amendment corrects the August 21, 2026 purchase to 15,000 shares at $5.1944, not 25,000 shares at $5.1355 as previously reported.
Analysis · XPOF · Trade & Services
Fund 1 Investments secured a board-approved waiver of Delaware's anti-takeover statute, clearing the way to nearly double its stake in Xponential Fitness from 9.9% to 19.9%. The agreement also reveals the activist has layered on cash-settled swaps referencing 2.8 million shares and sold new put options on 2.5 million shares — a complex derivatives position that gives it economic exposure to roughly 16.6% of the company without triggering a 13D ownership threshold. This comes just weeks after Fund 1 disclosed its initial 9.9% stake and amid a 13% revenue decline and halved cash reserves reported in Q2, suggesting the activist is positioning for a deeper engagement with management.
How filings like this one have moved
In the 30 days to Oct 1, 2026, 30.2% of the 1645 measured filings Wiseek scored 7 moved their stock by 5% or more by the next session's close. The median move was -0.49%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, XPOF was trading at $4.50 on NYSE in the Trade & Services sector, with a market capitalization of approximately $221.6M. The 52-week trading range was $3.57 to $9.25. This filing was assessed with neutral market sentiment and an importance score of 7 out of 10.