SCHEDULE 13D | Xponential Fitness, Inc.

SCHEDULE 13D

CUSIP Number(s):

98422X101

Name of reporting person

Fund 1 Investments, LLC

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,170,610.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,170,610.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

4,170,610.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

9.9 %

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Class A common stock, par value $0.0001 per share

(b)

Name of Issuer:

Xponential Fitness, Inc.

(c)

Address of Issuer's Principal Executive Offices:

17877 VON KARMAN AVE, SUITE 100, IRVINE, CALIFORNIA , 92614.

Item 4.

Purpose of Transaction

Item 4 is hereby amended to add the following: On October 30, 2026, the Reporting Person delivered a letter (the "Letter") to the Issuer's board of directors (the "Board") including a non-binding proposal for the Reporting Person to acquire all of the outstanding Shares of the Issuer in a take-private transaction. Based on the Reporting Person's review of publicly available information, the Reporting Person expressed its willingness to propose an acquisition price in the range of $5.61 to $7.00 per share in cash, which is at least 50% above the closing price of $3.74 on October 29, 2026. The Reporting Person stated that it is open to allowing other shareholders to participate in a transaction alongside the Reporting Person, with the Reporting Person acquiring the majority interest, with the scope of such participation determined through the Board's strategic process. The Reporting Person noted that ultimately it would seek a waiver of the Issuer's Stockholder Rights Agreement, dated October 12, 2026, so it is able to work with other interested shareholders. The Reporting Person highlighted its prior engagement with the Board and intention to continue to work together in a constructive manner toward an outcome that is in the best interests of all shareholders and other stakeholders, and the Reporting Person's track record delivering substantial value at other portfolio companies. A copy of the Letter is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer

(c)

Item 5(c) is hereby amended and restated to read as follows: There have been no transactions in the Shares of the Issuer by the Reporting Person since the filing of Amendment No. 3 to the Schedule 13D.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit: 99.1 - Letter to Board of Directors, dated October 30, 2026

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.

Fund 1 Investments, LLC

Signature:	/s/ Benjamin C. Cable
Name/Title:	Benjamin C. Cable, Chief Compliance Officer
Date:	10/30/2026