Voss Capital urges Xponential Fitness board to explore sale
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Voss Capital, the largest shareholder of Xponential Fitness Inc. (NYSE: XPOF) with approximately 19.3% ownership, issued an open letter urging the company's board to explore strategic alternatives including a potential sale.
The investment firm contends that Club Pilates, Xponential's fitness franchise brand, alone is worth more than the company's current enterprise value. According to the letter, Club Pilates generated $102 million in EBITDA in 2024 and now operates 1,414 global studios with nearly $1 million in average unit volumes.
Voss Capital argues that Club Pilates has grown same-store sales 3%, increased North American system-wide sales 19%, opened 220 new studios, and sold 140 new licenses since the company's 2025 Analyst Day presentation. The firm notes that Xponential's entire 2026 adjusted EBITDA guidance midpoint is only $105 million.
The company carries over $500 million in debt against $105 million in 2026 EBITDA, representing approximately 5x net leverage, with $55 million in annual interest expense. Voss Capital suggests that Club Pilates royalties could be securitized at an interest rate 400-600 basis points lower than current rates.
Voss Capital specifically requests that the board immediately retain independent financial advisors with expertise in consumer, franchise and fitness transactions to evaluate strategic alternatives. The firm also calls for the formation of a committee of independent directors to oversee this process.
The letter states that Xponential expects revenue to decline 16% in 2026, with net studio openings down 20% at the midpoint and approximately 30% of North American license obligations more than 12 months behind schedule.
Voss Capital manages $1.842 billion in assets under management as of January 31, 2026, according to the press release.
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