schemaVersion:
CUSIP Number(s):
98422X101
1Names of Reporting Persons
Shay Capital LLC
2Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3Sec Use Only4Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:5Sole Voting Power
2,162,531.00
6Shared Voting Power
0.00
7Sole Dispositive Power
2,162,531.00
8Shared Dispositive Power
0.00
9Aggregate Amount Beneficially Owned by Each Reporting Person
2,162,531.00
10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11Percent of class represented by amount in row (9)
5.2 %
12Type of Reporting Person (See Instructions)
OO
CUSIP Number(s):
98422X101
1Names of Reporting Persons
Shay Capital Holdings LLC
2Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3Sec Use Only4Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:5Sole Voting Power
2,162,531.00
6Shared Voting Power
0.00
7Sole Dispositive Power
2,162,531.00
8Shared Dispositive Power
0.00
9Aggregate Amount Beneficially Owned by Each Reporting Person
2,162,531.00
10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11Percent of class represented by amount in row (9)
5.2 %
12Type of Reporting Person (See Instructions)
HC
Item 1. (a)Name of issuer:
Xponential Fitness, Inc.
(b)Address of issuer’s principal executive offices:
17877 Von Karman Ave., Suite 100, Irvine, CALIFORNIA, 92614
Item 2. (a)Name of person filing:
Shay Capital LLC
Shay Capital Holdings LLC
Each a “Filer”.
(b)Address or principal business office or, if none, residence:
The principal business address of each Filer is 280 Park Avenue, 5th Floor West, New York, NY 10017.
(c)Citizenship:
Shay Capital LLC and Shay Capital Holdings LLC – Delaware
(d)Title of class of securities:
Class A common stock, par value $0.0001 per share
(e)CUSIP Number(s):
98422X101
Item 3.If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:(a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f) An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g) A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k) Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.Ownership(a)Amount beneficially owned:
See Item 9 of the cover page for each Filer.
(b)Percent of class:
See Item 11 of the cover page for each Filer.
(c)Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 of the cover page for each Filer.
(ii) Shared power to vote or to direct the vote:
See Item 6 of the cover page for each Filer.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 of the cover page for each Filer.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 of the cover page for each Filer.
Item 5.Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.Identification and Classification of Members of the Group.
Not Applicable
Item 9.Notice of Dissolution of Group.
Not Applicable
Item 10.Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Signature:Elan FoxmanName/Title:Chief Financial OfficerDate:06/01/2026
Shay Capital Holdings LLC
Signature:Elan FoxmanName/Title:Chief Financial OfficerDate:06/01/2026Exhibit 1: Joint Filing Agreement