What Fund 1 is proposing
Fund 1 Investments, the No. 3 holder of Xponential Fitness Inc., filed notice that it is pushing for a take-private and could acquire the boutique studio operator outright. The firm said it is ready to offer cash of $5.61 to $7.00 per share, confirming an earlier Bloomberg News story.
At the top end, $7.00 per share would be 87% above Xponential's $3.74 Thursday close. Fund 1 also disclosed it has economic exposure to nearly 20% of the company and that it would welcome other shareholders joining the deal.
Why Fund 1 says private is better
"As a private company, Xponential could focus on rebuilding studio-level demand, generating free cash flow and strengthening its balance sheet, without the pressure of quarterly reporting and the demands of public market investors," Fund 1 wrote in a letter filed Friday. It added that it has "seen these benefits firsthand through several take-privates we have executed over the last several years, including L'Occitane (completed October 2024) and Tile Shop Holdings (completed December 2025)."
Market position and context
Xponential owns brands including Club Pilates and Pure Barre and is described as one of the largest U.S. boutique health and wellness platforms, offering modalities from pilates and barre to stretching, strength training and yoga. Bloomberg data show the company carries debt exceeding $500 million.
The stock is down more than 40% year over year amid investor unrest. Earlier this year, Xponential said it was reviewing strategic alternatives, including a possible sale to maximize shareholder value, and has been working with Jefferies Financial Group Inc. It also adopted a poison pill last month to ward off hostile interest. A representative for Xponential did not respond to a request for comment.
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Who is Fund 1 and who else is involved
Fund 1 is a global long-short equity manager investing in both public and private opportunities, primarily across consumer, telecom, media and technology. It has previously sought changes at Vera Bradley Inc., according to filings. The activist investor Voss Capital is also Xponential's largest shareholder.
What this means for your portfolio
Shares closed Friday at 4.46 dollars, up around 19 percent, for an equity value near 188.3 million dollars, while Fund 1 put forward a cash range of 5.61 to 7.00 dollars per share. The filing confirms a live take-private push, with a nearly 20 percent economic stake and an invitation for other holders to participate.
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