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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
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X0202 SCHEDULE 13D/A 0000921895-26-000615 0001730145 XXXXXXXX LIVE 1 Class A common stock, par value $0.0001 per share 05/08/2026 false 0001802156 98422X101 Xponential Fitness, Inc. 17877 VON KARMAN AVE SUITE 100 IRVINE CA 92614 VOSS CAPITAL, L.P. 281-770-0379 3773 Richmond Avenue, Suite 500 Houston TX 77046 0001969435 N Voss Value Master Fund, LP WC N E9 758653.00 0.00 758653.00 0.00 758653.00 N 1.8 PN 0001863498 N Voss Value-Oriented Special Situations Fund, LP OO N DE 150000.00 0.00 150000.00 0.00 150000.00 N 0.4 PN 0001798309 N Voss Advisors GP, LLC OO N TX 908653.00 0.00 908653.00 0.00 908653.00 N 2.2 OO 0001730145 N Voss Capital, LP OO N TX 5908653.00 880000.00 5908653.00 880000.00 6788653.00 N 16.2 OO 0001798383 N Cocke Travis W. OO N X1 5908653.00 880000.00 5908653.00 880000.00 6788653.00 N 16.2 IN Class A common stock, par value $0.0001 per share Xponential Fitness, Inc. 17877 VON KARMAN AVE SUITE 100 IRVINE CA 92614 The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1"). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 41,877,000 Shares outstanding, as of April 30, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2026. A. Voss Value Master Fund As of the date hereof, Voss Value Master Fund beneficially owned 758,653 Shares. Percentage: Approximately 1.8% B. Voss Value-Oriented Special Situations Fund As of the date hereof, Voss Value-Oriented Special Situations Fund beneficially owned 150,000 Shares. Percentage: Approximately 0.4% C. Voss GP Voss GP, as the general partner of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, may be deemed the beneficial owner of the (i) 758,653 Shares owned by Voss Value Master Fund and (ii) 150,000 Shares owned by Voss Value-Oriented Special Situations Fund. Percentage: Approximately 2.2% D. Voss Capital As of the date hereof, 5,880,000 Shares were held in the Voss Managed Accounts. Voss Capital, as the investment manager of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, may be deemed the beneficial owner of the (i) 758,653 Shares beneficially owned by Voss Value Master Fund and (ii) 150,000 Shares beneficially owned by Voss Value-Oriented Special Situations Fund. Percentage: Approximately 16.2% E. Mr. Cocke Mr. Cocke, as the managing member of each of Voss Capital and Voss GP, may be deemed the beneficial owner of the (i) 758,653 Shares owned by Voss Value Master Fund, (ii) 150,000 Shares owned by Voss Value-Oriented Special Situations Fund and (iii) 5,880,000 Shares held in the Voss Managed Accounts. Percentage: Approximately 16.2% Item 5(c) is hereby amended to add the following: There have been no transactions in securities of the Issuer by the Reporting Persons since the filing of the Schedule 13D. The decrease in beneficial ownership reported herein is solely the result of an increase in the number of shares of the Issuer outstanding. Voss Value Master Fund, LP /s/ Travis W. Cocke Travis W. Cocke, Managing Member of Voss Advisors GP, LLC, its General Partner 05/13/2026 Voss Value-Oriented Special Situations Fund, LP /s/ Travis W. Cocke Travis W. Cocke, Managing Member of Voss Advisors GP, LLC, its General Partner 05/13/2026 Voss Advisors GP, LLC /s/ Travis W. Cocke Travis W. Cocke, Managing Member 05/13/2026 Voss Capital, LP /s/ Travis W. Cocke Travis W. Cocke, Managing Member 05/13/2026 Cocke Travis W. /s/ Travis W. Cocke Travis W. Cocke 05/13/2026