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# A Major Shareholder Wants to Take This Fitness Franchisor Private
- URL: https://www.pennystocks.news/xpof-a-major-shareholder-wants-to-take-this-fitness-franchisor/
- Published: 2026-11-01T22:37:06.000Z
- Updated: 2026-11-02T01:04:49.000Z
- Description: Six months of strategic review silence. Now Fund 1 Investments is offering $5.61 to $7.00 a share in cash — at least 50% above where the stock sat a day earlier.
- Author: PennyStocksNews Team
- Tags: nasdaq, ticker-xpof

Six months ago, Xponential Fitness opened a review of strategic alternatives, including a potential sale or merger. Independent directors led the process; Jefferies advised. No outcome was announced. On October 30, one large shareholder stopped waiting.

Xponential Fitness, Inc. NYSE: XPOF 

Fund 1 Investments delivered a letter to the board that day proposing a cash take-private at **between $5.61 and $7.00 per share**. Fund 1 says that range is **at least 50% above the October 29 close of $3.74**. The offer is non-binding and subject to board approval, due diligence and financing — though Fund 1 says any final deal would carry no financing condition.

For a shareholder watching the review drag on, the proposal puts a stated cash range on the table, and it comes from a holder that is heavily exposed to the outcome. Fund 1 holds **about 4.2 million shares at roughly 9.9%** direct ownership, plus cash-settled swaps referencing a similar number of notional shares, for **total economic exposure of about 19.9%** of the outstanding Class A stock. That is not a position someone walks away from cheaply.

The timing tells its own story. When Xponential announced the strategic review on April 6, 2026, the stock stood at **$6.76**. By October 29 it had fallen to $3.74\. The Fund 1 letter says shareholders have suffered a further decline while the review produced no public result. The offer is partly a bid and partly a verdict on the process.

There is one complication. Xponential adopted a stockholder rights plan — the kind of defence that limits how much any one investor can accumulate — on October 12, 2026, eighteen days before Fund 1's letter arrived. Fund 1 says it would ask the board to waive that plan so it can bring in co-investors alongside it. Whether the board grants one will say a great deal about how seriously it is taking the offer.

Shares **closed 19.25% higher at $4.46** after the filing, on dollar volume of about $8.2 million across about 13,900 trades.

Fund 1 filed the letter as a Schedule 13D amendment, making it visible to every shareholder. The company now has a specific price range in front of it, a bidder holding a fifth of the economic interest, and shareholders who can see exactly what is on offer.