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NYSE: XPOF Xponential Fitness, Inc. 8-K

Xponential Fitness appoints Danielle Porto Parra as President with $3.6M compensation package

Filed May 18, 2026 · Period ending May 12, 2026 · ~1 min read

3 key changes 1 high relevance 3 sections

Key Changes

  • high

    Danielle Porto Parra appointed President effective May 18, 2026, with $600K base salary, 60% target bonus, guaranteed $360K 2026 bonus, $100K sign-on, and $2.5M in equity grants (RSUs and PSUs). Former Chief Brand Officer at McAlister's Deli.

    Item 5.02: Officer appointment verify on EDGAR →
  • medium

    Board adopted new Executive Severance Plan providing 0.5x to 2x salary severance, prorated bonuses, equity vesting, and healthcare continuation for eligible terminations. Change-in-control terminations receive enhanced benefits including lump-sum payments and full equity vesting.

    Item 5.02: Severance plan verify on EDGAR →
  • medium

    Omnibus Incentive Plan amended to define liquidation/dissolution as change-in-control event. If equity awards not assumed by acquirer, time-based awards fully vest and performance awards vest based on actual results through the change-in-control date.

    Item 5.02: Plan amendment verify on EDGAR →

Summary

Xponential Fitness, the boutique fitness franchise operator, appointed Danielle Porto Parra as President on May 18, 2026. Ms. Parra brings consumer brand experience from McAlister's Deli, GoTo Foods, and Icahn Automotive. Her total first-year compensation exceeds $3.6 million including guaranteed bonus and equity, signaling the company's commitment to strengthening executive leadership.

Concurrently, the board formalized executive protections by adopting a severance plan and amending the equity incentive plan. These changes create potential liabilities in termination or acquisition scenarios—executives now have contractual severance rights, and equity awards will vest if not assumed by an acquirer.

For a franchise business, these protections may facilitate M&A discussions but increase costs if executive turnover occurs. Retail investors should monitor whether Ms. Parra's appointment drives franchise growth metrics in upcoming quarters, particularly same-store sales and new studio openings. The severance and change-in-control provisions suggest the company is positioning for potential strategic alternatives, making quarterly franchise performance and any M&A rumors key items to watch.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~1,900 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

1 Added
Added President appointment high

Added in current filing · verify on EDGAR →

On May 18, 2026, Xponential Fitness, Inc. (the “Company”), issued a press release (the “Press Release”), announcing the appointment of Danielle Porto Parra as its President, effective as of May 18, 2026.

The company appointed Danielle Porto Parra as President effective May 18, 2026. Ms. Parra previously served as Chief Brand Officer at McAlister's Deli and held senior marketing roles at GoTo Foods, Icahn Automotive, and other consumer brands. This is a new executive leadership position for the fitness franchise company.

Event · Item 7.01 — Regulation FD Disclosure

~100 words

Xponential Fitness furnished a press release under Regulation FD; no material business event disclosed in 8-K body.

1 Added
Show 1 minor / wording change
Added Regulation FD disclosure low

Added in current filing · verify on EDGAR →

A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The company furnished a press release as Exhibit 99.1 under Regulation FD. The 8-K body does not describe the content of the press release, only that it was furnished and is not deemed filed for Section 18 purposes.

Event · Item 9.01 — Financial Statements and Exhibits

~100 words

Xponential Fitness disclosed amendments to its incentive plan, a new executive severance plan, and an offer letter to Danielle Porto Parra.

3 Added
Added Amendment to Omnibus Incentive Plan medium

Added in current filing · verify on EDGAR →

Amendment to Xponential Fitness, Inc., Omnibus Incentive Plan†

The company filed an amendment to its Omnibus Incentive Plan, which governs equity compensation for employees and executives. The specific changes to the plan are not detailed in the 8-K body but would be found in the attached exhibit. This could affect dilution, compensation structure, or eligibility for equity awards.

Added New Executive Severance Plan medium

Added in current filing · verify on EDGAR →

Xponential Fitness, Inc., Executive Severance Plan†

The company adopted a new Executive Severance Plan, which establishes severance benefits for executives in the event of termination. This formalizes potential cash and benefit obligations the company would owe to departing executives, creating contingent liabilities that could impact future cash flow if executive turnover occurs.

Added Offer Letter to Danielle Porto Parra medium

Added in current filing · verify on EDGAR →

Offer Letter, dated as of May 5, 2026, between the Company and Danielle Porto Parra†

The company entered into an offer letter with Danielle Porto Parra dated May 5, 2026. The 8-K does not specify her role or compensation terms, but the filing of an offer letter in an 8-K typically indicates a senior executive or officer-level hire. Details would be in the attached exhibit.

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Figures/quotes linked to EDGAR · Narrative written by AI · May 28, 2026 · How we verify