Fund 1 Lifts XPOF Swap Exposure to ~10% as $5 Puts Expire Unused

summarizeSummary

Fund 1 Investments' third 13D amendment shows total return swaps on 4.21M XPOF shares (~9.98%) alongside 4.17M shares held outright (9.9%), with its 2.5M short $5 puts expiring unexercised. The activist now has economic exposure to roughly a fifth of the company while staying under the 19.9% poison-pill trigger.

check_boxKey Events · Ownership and Investor Activity · XPOF

• Swap Notional Grows to ~10%

  Cash-settled total return swaps now reference 4,213,826 notional shares, about 9.98% of the outstanding class, up from the 3.57M shares disclosed on 2026-10-07.

• Physical Stake Held at 9.9%

  Fund 1 owns 4,170,610 shares outright with sole voting and dispositive power; no share transactions occurred since Amendment No. 2.

• $5 Puts Expire Unexercised

  The 2,500,000 short cash-settled put options with a $5 strike expired unexercised on 2026-10-16, removing a potential obligation to buy additional shares.

• Poison Pill Caps Voting Stake

  The swaps carry no voting or dispositive rights, keeping Fund 1's voting position at 9.9% — below the 19.9% trigger in the rights plan adopted 2026-10-13.

auto_awesomeAnalysis · XPOF · Trade & Services

Fund 1 Investments now holds 4,170,610 shares (9.9%) outright plus cash-settled total return swaps on 4,213,826 notional shares — roughly another 9.98% of the class. That gives it economic exposure to about a fifth of Xponential without the voting power that would trip the poison pill's 19.9% trigger. The 2.5M short $5 puts expiring unexercised on October 16 removes a potential obligation to buy more stock, but also confirms the fund did not add physical shares. Against a backdrop of a 13% Q2 revenue decline, slashed guidance and a material weakness disclosure, this is an activist building leverage ahead of a board fight, not a passive position.