Voss Capital, the largest shareholder in Xponential, is urging the multi-brand fitness franchisor to sell to private investors. The Club Pilates parent reported systemwide same-store sales fell 4.3 percent in the fourth quarter.
Just over a month after its largest shareholder issued an open letter to the board of directors of urging it to explore a sale of the company, Xponential Fitness announced April 6 it tapped Jefferies as its financial adviser to evaluate strategic alternatives, including a merger or sale.
The California-based boutique fitness franchisor counts Club Pilates, Pure Barre, StretchLab, YogaSix and BFT in its portfolio, with Club Pilates its largest brand by far. The studio Pilates concept has more than 1,400 locations and generated $1.14 billion in sales last year—good for 65 percent of Xponential’s systemwide revenue.
Following the release of Xponential’s fourth quarter results, in which the company reported systemwide same-store sales fell 4.3 percent, shareholder Voss Capital called for an immediate review and urged the sale of Xponential to private investors.
In its March 4 letter, Voss, which controls 19.3 percent of Xponential’s outstanding shares, contended that Club Pilates alone–“even assuming a conservative private market multiple”— is worth more than the parent company’s enterprise value. Voss noted it is “deeply skeptical” that executing management’s 2026 strategic priorities, such as driving marketing improvements, deploying the field operations team and updating digital platforms, as a public company is the “optimal structure.”
Xponential went public in 2021 with an offering price of $12 per share; its stock closed April 8 at $7.35.
Earlier this month, Kanen Wealth Management, owner of roughly 4 percent of Xponential’s shares, issued its own public letter likewise urging a formal review of strategic alternatives. Kanen also called out the revolving door of CEOs, three in three years, “repeated operational resets, financial restatements and regulatory scrutiny” as signals of structural instability.
In February, Xponential announced it would pay nearly $40 million in settlements to the Federal Trade Commission and to more than 500 current and former franchisees. Under the FTC settlement, and without admitting liability, Xponential agreed to pay $17 million over 12 months to resolve alleged Franchise Rule violations and related deceptive practices. The FTC in its complaint claimed Xponential misrepresented key information about the costs, risks, time to open and operate studios, and essential details about the company’s operations, “leaving many franchisees and prospective franchisees in the dark about their investment.”
Xponential also finalized a settlement that will pay $22.75 million over 35 months to 509 existing and former franchisees who “allege they were aggrieved by purported misstatements and omissions by the company or an affiliate thereof.” Those disputes date back to 2023.
The announcement of the strategic review came just a day before Xponential said three of its board members, Jair Clarke, Chelsea Grayson and Bruce Haase, resigned. The company at the same time said it would reduce the size of its board of directors from seven to five members. It appointed Nicole Parent Haughey as an independent director. As part of her compensation, she’ll receive $80,000 as an annual cash retainer.
Mike Nuzzo, who replaced Mark King as CEO in August, said in the announcement of the review that Xponential “is continuing to execute our strategy to position our brands for success.”
In a January interview with Franchise Times at the company’s Irvine headquarters, Nuzzo said Xponential “took the approach that we were going to grow at almost all costs.” As the company’s portfolio swelled and the franchise sales pipeline along with it, “we got over our skis, and the result was … being in some brands and some arrangements that really weren’t healthy for the long-term growth of the business.”
Related: Big Shifts Coming at Xponential Fitness Under New CEO as Sales Slow
Founded by Anthony Geisler in 2017 and at one point the owner of 11 boutique gym and wellness concepts, Xponential began unloading brands in early 2024, starting with Stride Fitness. It’s since sold Row House, CycleBar, Rumble Boxing and Lindora, and closed AKT. Geisler was forced out in May 2024 amid a federal probe. The Securities and Exchange Commission closed that 18-month investigation in July 2025 without recommending action.
