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Xponential Fitness, Inc. (NYSE: XPOF) Securities Fraud Class Action

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COMPANY       Xponential Fitness, Inc. 
COURT United States District Court for the Central District of California
CASE NUMBER 24-cv-00285
JUDGE The Hon. John William Holcomb
CLASS PERIOD  July 26, 2021 through December 7, 2023
SECURITY TYPE  Class A Common Stock

Xponential investors may receive additional information about the case by clicking the link "Submit Your Information" above.  If you are a member of the class described below, you may no later than April 9, 2024 move the Court to serve as lead plaintiff of the class, if you so choose.

A class action lawsuit has been filed on behalf of those who purchased or acquired Xponential Fitness, Inc. (“Xponential”) (NYSE: XPOF) Class A common stock between July 26, 2021 and December 7, 2023, both dates inclusive (the “Class Period”). 

Case Background:
In July 2021, defendants took Xponential public through an initial public offering, selling over ten million Xponential shares (including a partial exercise of the underwriters’ overallotment option) at $12 per share.  Thereafter and throughout the Class Period, Defendants failed to disclose that the company’s franchisees – from whom Xponential derived substantially all of its revenue – were largely failing, with the majority of the company’s store brands losing money, dozens of studios operating at a loss (forcing some to close permanently), and more than 100 franchisees listed for sale at a fraction of their initial cost. Despite the foregoing, Xponential misled new franchisees to sign up with the company with false and misleading promises of robust financial returns, misleading claims regarding past studio performance, and deceptive assurances of corporate support.

The truth began to be revealed on June 26, 2023, when market analyst Fuzzy Panda Research published a short-sellers report alleging, among other things, that Xponential is “hiding the fact that many of their brands and franchisees are struggling.” The report further alleges that, despite the claims of Xponential’s CEO that the company has “never closed a store,” Fuzzy Panda found over 30 permanently closed stores. Moreover, the report claims that franchise documents of Xponential suggest that 8 out of every 10 Xponential brands are losing money monthly, with over half of Xponential studios never making a positive financial return. 

Following this news, Xponential’s stock price fell $9.39, or 37.4%, to close at $15.72 per share on June 27, 2023. 

Then, on December 7, 2023, Bloomberg Businessweek published an article on Xponential that corroborated many of the allegations reported in the Fuzzy Panda report. Specifically, the article reported that Bloomberg Businessweek had interviewed dozens of former business partners, employees, and franchisees of Xponential who revealed that Xponential misled many franchisees into a “financial nightmare,” and that Xponential’s management “has a track record of combative management, deploying growth-at-all-costs tactics and unleashing aggressive reprisals against anyone who gets in his way.” As a result, these unscrupulous tactics caused “many of the company’s franchisees . . . [to] have either declared bankruptcy or los[e] their retirement savings.”

Following this news, the price of Xponential common stock fell more than 26% over two trading days.

Finally, on December 11, 2023, Xponential disclosed that it was contacted by the SEC requesting that Xponential provide it “with certain documents.” Addressing the SEC’s request, Xponential stated that the company “does not otherwise intend to provide additional information regarding this matter unless and until it believes there is a material development that warrants public disclosure." 

Following this news, Xponential’s stock price fell more than 14% during intraday trading on December 11, 2023.

The complaint alleges that, throughout the Class Period, Defendants made false and/or misleading statements and/or failed to disclose that: (1) Xponential had permanently closed at least 30 stores; (2) Xponential’s reported same-store sales and average unit volume metrics had been misstated by excluding underperforming stores; (3) 8 out of 10 Xponential brands were losing money monthly; (4) over 50% of Xponential studios did not make a positive financial return; (5) over 60% of Xponential’s revenue was one-time and non-recurring; (6) more than 100 of Xponential’s franchises were for sale at a price that is at least 75% less than their initial cost; (7) Xponential had misled many of its franchisees into opening franchises by misrepresenting the financial profile and profitability of its studios, as well as the expected rate of return for new studio openings; and (8) many Xponential franchisees were substantially in debt, suffering high attrition rates and running non-viable studios that had no realistic path to profitability.

A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation. In order to be appointed lead plaintiff, the Court must determine that the class member’s claim is typical of the claims of other class members, and that the class member will adequately represent the class. Your ability to share in any recovery is not, however, affected by the decision whether or not to serve as a lead plaintiff. Filling out the online form above or communicating with any counsel is not necessary to participate or share in any recovery achieved in this case.  Any member of the purported class may move the court to serve as a lead plaintiff through counsel of his/her choice, or may choose to do nothing and remain an inactive class member.

If you wish to discuss this action or have any questions concerning this notice or your rights or interests with respect to these matters, please contact Kessler Topaz Meltzer & Check, LLP:  Jonathan Naji, Esq. (484) 270-1453 or via e-mail at  If you would like additional information about the suit, please click on the link "Submit Your Information" above and fill out the form as promptly as possible.

Please complete this form relating to your transactions for Xponential Fitness, Inc. (NYSE: XPOF) Class A common stock between July 26, 2021 and December 7, 2023, both dates inclusive (the “Class Period”).

You may also contact Jonathan Naji, Esq. (484) 270-1453; or you may submit your information via email at; or you may click here to print a PDF of this form.

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# of Shares
Price per Share
Principal Amount
Amount Paid
Series or CUSIP
# of Contracts
Price per Contract
Exercise Price
Expiration Date
Did you purchase shares of Xponential Fitness, Inc. prior to the Class Period?
Are you a current or former employee of Xponential Fitness, Inc. ?
The submission of this form does not create an attorney-client relationship, nor an obligation on the part of Kessler Topaz or you to file a lead plaintiff motion in this matter. Any information you submit will be maintained as confidential. If Kessler Topaz, in its sole discretion, believes that you might be an appropriate lead plaintiff candidate, Kessler Topaz will contact you to discuss the matter and whether to establish an attorney client relationship. By signing this form you are authorizing us to contact you regarding this case and/or future cases.
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