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Xponential Fitness adopts poison pill with 19.9% trigger to protect strategic review
XPOFXponential Fitness, Inc.
The board of directors adopted a Stockholder Rights Agreement and declared a dividend distribution of one purchase right for each outstanding share of Class A common stock, payable to holders of record as of October 22, 2026. The rights become exercisable if an acquirer accumulates 19.9% or more of the company's equity, triggering a flip-in provision that allows other shareholders to buy shares at a discount. This measure is intended to prevent any single investor from accumulating a significant position without board approval and to encourage negotiation during the ongoing review of strategic alternatives led by financial advisor Jefferies. The rights expire on October 11, 2027, unless redeemed earlier. Xponential Fitness operates as a leading global franchisor of boutique health and wellness brands.