Xponential Fitness, Inc. (NYSE: XPOF) said its board of directors has adopted a limited-duration stockholder rights plan, effective immediately, in response to what the company described as a recent significant accumulation of its equity interests.

Under the plan, one right will be issued for each Class A share held by stockholders of record as of the close of business on October 22, 2026. The rights will initially trade with the Class A shares and will not be exercisable unless a person or group acquires beneficial ownership of 19.9% or more of the company's Class A shares.

If that threshold is crossed, each rights holder — excluding the acquiring party, whose rights would become void — may purchase Class A shares with a market value equal to twice the exercise price of the right. The plan also counts derivative positions toward the 19.9% ownership threshold.

Investors whose positions already meet or exceed the 19.9% threshold at the time of the announcement would be grandfathered under the plan, but would trigger the rights if they acquire additional shares or derivatives that push their position at or above that level.

The rights are redeemable at $0.001 per right before they become exercisable and will expire at the close of business on October 11, 2027, unless redeemed, exchanged, or terminated earlier.

The company stated the plan is not intended to block an acquisition but is designed to encourage potential acquirers to negotiate with the board before proceeding. Jefferies is serving as financial advisor as the board continues a review of strategic alternatives, which was previously announced and remains ongoing.

Full details of the rights plan will be filed with the Securities and Exchange Commission.