Xponential Fitness, Inc. (NYSE: XPOF) announced on October 12, 2026, that its Board of Directors has adopted a limited-duration stockholder rights plan, commonly known as a "poison pill." The plan was adopted in response to a recent significant accumulation of the company’s equity interests and is intended to protect the interests of all stockholders.
The rights plan is effective immediately and will provide one right for each outstanding share of Class A common stock held by stockholders of record as of the close of business on October 22, 2026. Initially, the rights will not be exercisable and will trade together with the Class A shares.
Under the terms of the agreement with Computershare Trust Company, N.A., the rights generally become exercisable only if a person or group acquires beneficial ownership of 19.9% or more of the Company’s Class A shares. If this threshold is reached, each holder of a right (other than the acquiring person) will have the right to purchase shares of Class A common stock having a market value of twice the exercise price.
The rights are redeemable for a price of $0.001 per right at any time before they become exercisable. Unless redeemed, exchanged, or terminated earlier, the rights will expire at the close of business on October 11, 2027.
The Board noted that the adoption of the rights plan is intended to prevent any investor from accumulating a significant position that could adversely impact trading in the Company’s Class A shares. The plan is not intended to prevent an acquisition of Xponential but is designed to encourage any potential acquirer to negotiate with the Board prior to attempting a transaction.
The Board continues to lead a review of strategic alternatives to maximize stockholder value, with Jefferies serving as financial advisor. The Company maintains an open and constructive dialogue with its investors.
