Business Context and Reporting Period
This Form 8-K Current Report is filed by Xponential Fitness, Inc. (XPOF) on May 12, 2026, with the earliest event reported on May 12, 2026. The filing primarily addresses executive leadership changes, specifically the appointment of a new President, and the adoption of new executive compensation and severance plans.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and executive compensation arrangements.
Material Changes and Executive Appointment
The Company announced the appointment of Danielle Porto Parra as President, effective May 18, 2026. Ms. Parra previously served as Chief Brand Officer at McAlister's Deli and held senior leadership roles at GoTo Foods, Icahn Automotive, Build.com, Petco, and Caesars Entertainment. There are no family relationships between Ms. Parra and the Company's directors or officers.
Compensation, Guidance, and Plan Amendments
Executive Compensation Package
- Base Salary: $600,000 annually.
- Target Bonus: 60% of base salary ($360,000).
- Guaranteed Bonus: 100% of target bonus ($360,000) for 2026, payable by April 15, 2027.
- Sign-on Bonus: $100,000, payable within 30 days of the start date.
- Equity Awards: Aggregate grant date value of $2.5 million, split 50/50 between time-based Restricted Stock Units (RSUs) and Performance Share Units (PSUs). RSUs vest over 3 years; PSUs vest in Q1 2029 based on performance from 2026-2028.
Omnibus Incentive Plan Amendment
On May 14, 2026, the Board approved an amendment defining "change in control" to include complete liquidation or dissolution. The amendment clarifies equity treatment upon a change in control:
- If awards are not assumed: Time-vesting awards fully vest; performance awards vest based on actual performance to date; uncommenced performance periods are forfeited.
- If awards are assumed: Time-vesting continues; performance awards earned to date remain subject to time-vesting; uncommenced performance periods are forfeited.
Executive Severance Plan
Adopted on May 12, 2026, the plan provides benefits for eligible employees upon severance-eligible termination:
- Outside Change in Control: Cash payment (0.5x to 2x base salary) over a period, prorated bonus, prorated equity vesting, and 6-24 months of health care continuation.
- During Change in Control Protection Period: Lump sum cash payment (0.5x to 2x of base salary plus target bonus), full vesting of time-based equity, and 6-24 months of health care continuation.
Investor Verification Checklist
- Verify the total cash compensation cost for Ms. Parra in 2026 ($600k salary + $360k guaranteed bonus + $100k sign-on = $1.06 million).
- Review the specific performance metrics for the $1.25 million in Performance Share Units, as these have not yet been established.
- Confirm the impact of the Omnibus Plan amendment on existing equity holders in the event of a future acquisition or liquidation.
- Assess the potential liability exposure under the new Executive Severance Plan, particularly the lump-sum payouts triggered by a change in control.