# The second activist arrives at Xponential Fitness > Two activist funds hold a quarter of Xponential's listed shares, and a strategic review has been running since April. The arithmetic of who can outvote whom is less simple than the percentages suggest. Source: https://holderbook.com/articles/xpof-activists/ HolderBook - from Q2 2026 Form 13F filings, Schedules 13D and 13G, and the company's proxy statement - 26.0%: of Class A held by two activists - 22.1%: of the actual vote that represents - 121: institutions on the register - 82%: of Class A held by institutions Xponential Fitness franchises boutique studios: Club Pilates, CycleBar, Pure Barre, YogaSix and a dozen more, better than three thousand locations. It listed in 2021 out of a private equity roll-up, parted company with its founder in 2024, and has spent 2026 with activists on its register and a strategic review running. Two of those activists have filed Schedule 13Ds, which is the form you use when you intend to influence a company rather than simply own it. Voss Capital filed on 4 March with an open letter demanding the board explore strategic alternatives. On 6 April the company announced it was doing exactly that. Fund 1 Investments filed on 25 August, four months into that review, having spent $25.9 million. ## How it happened - 4 March 2026Voss Capital files a Schedule 13D reporting 18.2% of Class A, together with an open letter to the board urging a formal review of strategic alternatives, including a sale of the whole company. - 6 April 2026Xponential announces it has initiated a review of strategic alternatives to maximise shareholder value. Thirty-three days after the letter. - 13 May 2026Voss amends its 13D. The stake reads 16.2% rather than 18.2%, and the amendment states plainly that there were no transactions: the percentage fell because the share count rose. - 21 May 2026The day after the annual meeting, Voss buys another 200,005 shares for roughly $963,000. - 30 July 2026BlackRock crosses 5% and files a 13G under the institutional exemption. Passive, by declaration. - 25 August 2026Fund 1 Investments files a 13D at 9.9%, for funds advised by Pleasant Lake Partners, having paid $25,854,365. It says it intends to engage the board on operational and strategic opportunities, and may discuss capitalisation, ownership structure, board composition and potential business combinations. ## The part the percentages hide Every one of those figures is a percentage of Class A common stock, which is the class that trades on the New York Stock Exchange. It is not the whole company. Xponential is an Up-C structure. Alongside 42.2 million Class A shares there are 7.3 million Class B shares, held by pre-IPO owners and not listed anywhere. Class B carries no economic interest in the parent, but it carries one vote per share, and both classes vote together as a single class. So the denominator for any vote is not 42.2 million. It is 49.5 million. Holder | Shares | Of Class A | Of the vote | Voss Capital | 6,788,653 | 16.1% | 13.7% | Fund 1 Investments | 4,170,610 | 9.9% | 8.4% | Both activists | 10,959,263 | 26.0% | 22.1% | BlackRock | 2,436,612 | 5.8% | 4.9% | Class B holders, in aggregate | 7,303,324 | not applicable | 14.7% | The Class B block is the thing that does not appear in any Schedule 13D, because it is not Class A stock and its holders are insiders rather than outside investors. It is nonetheless the third-largest voting bloc in the company, larger than either activist alone would be after the conversion arithmetic, and it belongs to the people who built the company and took it public. ## What the 13F did not show Fund 1 Investments reported 1,808,068 shares at the end of June. Seven weeks later its 13D reported 4,170,610. The position more than doubled, adding 2,362,542 shares, in the gap between a quarterly filing and an event-driven one. That gap is the reason the two forms are worth reading together. A 13F is a photograph taken up to 45 days before you see it. A 13D arrives within ten days of crossing 5% and tells you what somebody did last week. ## The eleven largest institutional holders As reported for the quarter ended 30 June 2026. Share of their book is what the position represents inside each manager's own portfolio, which is a better measure of how much any of them cares than the dollar figure is. 01 ### Voss Capital, LP Shares: 6,795,956 Value: $47.0M Share of their book: 2.18% Quarters held: 11q Last quarter: Added The activist that started it. Travis Cocke's fund filed a 13D on 4 March alongside an open letter demanding the board explore strategic alternatives. It has held the position eleven quarters and was still adding in May, buying another 200,005 shares for roughly $963,000 the day after the annual meeting. 02 ### Shay Capital LLC Shares: 2,694,483 Value: $18.7M Share of their book: 1.20% Quarters held: 4q Last quarter: Added Arrived a year ago and has kept adding. Not a filer of anything, but the second-largest institutional position on the register. 03 ### BlackRock, Inc. Shares: 2,436,664 Value: $16.9M Share of their book: 0.00% Quarters held: 8q Last quarter: Added Crossed 5% in July and filed a 13G under Rule 13d-1(b), the institutional exemption. Passive by declaration. But it holds sole voting power over 2,399,256 shares, which in a proxy contest is not nothing. 04 ### D. E. Shaw & Co., Inc. Shares: 1,954,304 Value: $13.5M Share of their book: 0.01% Quarters held: 11q Last quarter: Added A D. E. Shaw fund was one of the Preferred Investors named in the 2021 IPO prospectus. Five years later the firm is still on the register and still adding. 05 ### Fund 1 Investments, LLC Shares: 1,808,068 Value: $12.5M Share of their book: 2.07% Quarters held: new Last quarter: New position The newest arrival, and the most aggressive. This is where they stood on 30 June. By the time they filed their 13D on 25 August they held 4,170,610 shares, having spent $25.9M in total. They more than doubled the position in under two months. 06 ### Kanen Wealth Management LLC Shares: 1,702,669 Value: $11.8M Share of their book: 2.86% Quarters held: 3q Last quarter: Added A small manager with a large opinion. Nearly 3% of everything Kanen runs sits here, built over three quarters. 07 ### MSD Partners, L.P. Shares: 1,655,390 Value: $11.5M Share of their book: 14.92% Quarters held: 17q Last quarter: Unchanged The most concentrated position on this list by some distance. MSD, the firm founded to manage Michael Dell's capital, was named among the Preferred Investors at the IPO and has held for seventeen straight quarters without moving a share. Almost a seventh of their reported book. 08 ### Vanguard Capital Management LLC Shares: 1,456,448 Value: $10.1M Share of their book: 0.00% Quarters held: 2q Last quarter: Added Index money. Present because the stock is in an index, not because anyone formed a view. 09 ### Hudson Bay Capital Management LP Shares: 1,250,000 Value: $8.7M Share of their book: 0.02% Quarters held: 3q Last quarter: Unchanged A round 1,250,000 shares, unchanged for a quarter. Round numbers usually mean a structured position rather than an accumulation. 10 ### GRIZZLYROCK CAPITAL, LLC Shares: 1,171,622 Value: $8.1M Share of their book: 5.67% Quarters held: 3q Last quarter: Added More than a twentieth of the entire fund in one small-cap franchisor, and still buying. 11 ### GEODE CAPITAL MANAGEMENT, LLC Shares: 861,915 Value: $6.0M Share of their book: 0.00% Quarters held: 20q Last quarter: Added Twenty quarters, which is longer than anyone else here. Geode runs index mandates, so this is the passive floor: the shares that will be there whatever the board decides. ## Who was already there Two names on that list were in the room before the company was public. MSD Partners and a fund within the D. E. Shaw group were both named as Preferred Investors in the 2021 IPO prospectus. MSD has held its position unchanged for seventeen quarters and carries almost fifteen percent of its reported book in it, which is the largest concentration of anyone here by a wide margin. D. E. Shaw has been there eleven quarters and was still adding in the second quarter. Not everyone is staying. Luxor Capital, K2 Principal, CenterBook and Solel all trimmed in the second quarter. The number of institutions on the register has drifted down from 128 in March 2025 to 121 now, while the total value held has risen: fewer holders, larger positions, which is what a register looks like when it is concentrating rather than broadening. ## Why they are circling The 13D filings say it in their own words. Voss argued the market was not valuing Club Pilates properly and pressed for a review of options up to and including a sale. Fund 1 says it believes the shares are undervalued and that it intends to engage on operational and strategic opportunities, capitalisation, ownership structure and board composition. Neither is unusual language for a 13D. What is unusual is the arithmetic underneath it: a company with a strategic review already running, 82% of its listed stock held by institutions, a quarter of that stock held by two funds who have each said in a federal filing that they want something to happen, and a 14.7% voting bloc held by people who are not selling into any of it. Figures are from Form 13F filings for the quarter ended 30 June 2026, corrected for amendments, and from Schedules 13D and 13G filed through 25 August 2026. Share counts and percentages of class are as stated by the filers themselves; the vote column is computed from 42,219,000 Class A shares outstanding as of 31 July 2026 per the company's Form 10-Q and 7,303,324 Class B shares as of 30 March 2026 per its proxy statement, and those two dates are four months apart. Share of book is the position's value against the total that manager reported on the same form, so it covers disclosed US equity positions only. Nothing here is investment advice, and nothing here predicts what any review will conclude.