SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)*

Xponential Fitness, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

98422X101

(CUSIP Number)

12/31/2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No.

98422X101

Names of Reporting Persons

D. E. Shaw & Co., L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,276,973.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,276,973.00

Aggregate Amount Beneficially Owned by Each Reporting Person

3,276,973.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

9.6 %

Type of Reporting Person (See Instructions)

IA, PN

Comment for Type of Reporting Person: This percentage figure is based upon 34,098,960 shares of Class A Common Stock outstanding, composed of: (i) 32,287,000 shares of Class A Common Stock outstanding as of November 1, 2024, as reported in the Issuer's Form 10-Q/A filed with the SEC on November 26, 2024 and (ii) 1,811,960 shares of Class A Common Stock issuable upon conversion of convertible preferred securities.

SCHEDULE 13G

CUSIP No.

98422X101

Names of Reporting Persons

D. E. Shaw & Co., L.L.C.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,276,973.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,276,973.00

Aggregate Amount Beneficially Owned by Each Reporting Person

3,276,973.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

9.6 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

98422X101

Names of Reporting Persons

D. E. Shaw Adviser, L.L.C.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,811,960.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,811,960.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,811,960.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

5.3 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

98422X101

Names of Reporting Persons

D. E. Shaw Manager, L.L.C.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,811,960.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,811,960.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,811,960.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

5.3 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

98422X101

Names of Reporting Persons

DESALKIV Portfolios, L.L.C.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,811,960.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,811,960.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,811,960.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

5.3 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

98422X101

Names of Reporting Persons

David E. Shaw

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,276,973.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,276,973.00

Aggregate Amount Beneficially Owned by Each Reporting Person

3,276,973.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

9.6 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

Xponential Fitness, Inc.

(b)

Address of issuer's principal executive offices:

17877 Von Karman Ave., Suite 100, Irvine, CA 92614

Item 2.

(a)

Name of person filing:

D. E. Shaw & Co., L.P. D. E. Shaw & Co., L.L.C. D. E. Shaw Adviser, L.L.C. D. E. Shaw Manager, L.L.C. DESALKIV Portfolios, L.L.C. David E. Shaw

(b)

Address or principal business office or, if none, residence:

The business address for each reporting person is: Two Manhattan West 375 Ninth Avenue, 52nd Floor New York, NY 10001

(c)

Citizenship:

D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware. D. E. Shaw & Co., L.L.C. is a limited liability company organized under the laws of the state of Delaware. D. E. Shaw Adviser, L.L.C. is a limited liability company organized under the laws of the state of Delaware. D. E. Shaw Manager, L.L.C. is a limited liability company organized under the laws of the state of Delaware. DESALKIV Portfolios, L.L.C. is a limited liability company organized under the laws of the state of Delaware. David E. Shaw is a citizen of the United States of America.

(d)

Title of class of securities:

Class A Common Stock, par value $0.0001 per share

(e)

CUSIP No.:

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:

D. E. Shaw & Co., L.P.: 3,276,973 shares This is composed of (i) 1,811,960 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities and (ii) 1,465,013 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C. D. E. Shaw & Co., L.L.C.: 3,276,973 shares This is composed of (i) 1,811,960 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities and (ii) 1,465,013 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C. D. E. Shaw Adviser, L.L.C.: 1,811,960 shares This is composed of 1,811,960 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities. D. E. Shaw Manager, L.L.C.: 1,811,960 shares This is composed of 1,811,960 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities. DESALKIV Portfolios, L.L.C.: 1,811,960 shares This is composed of 1,811,960 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities. David E. Shaw: 3,276,973 shares This is composed of (i) 1,811,960 shares that DESALKIV Portfolios, L.L.C. has the right to acquire through convertible preferred securities and (ii) 1,465,013 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C. David E. Shaw does not own any shares directly. By virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the managing member of (i) D. E. Shaw Adviser, L.L.C., which in turn is the investment adviser of DESALKIV Portfolios, L.L.C., and (ii) D. E. Shaw Adviser II, L.L.C., which in turn is the investment adviser of D. E. Shaw Galvanic Portfolios, L.L.C., and by virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the managing member of (i) D. E. Shaw Manager, L.L.C., which in turn is the manager of DESALKIV Portfolios, L.L.C., and (ii) D. E. Shaw Manager II, L.L.C., which in turn is the manager of D. E. Shaw Galvanic Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 3,276,973 shares as described above constituting 9.6% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 3,276,973 shares.

(b)

Percent of class:

D. E. Shaw & Co., L.P.: 9.6% D. E. Shaw & Co., L.L.C.: 9.6% D. E. Shaw Adviser, L.L.C.: 5.3% D. E. Shaw Manager, L.L.C.: 5.3% DESALKIV Portfolios, L.L.C.: 5.3% David E. Shaw: 9.6% %

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

D. E. Shaw & Co., L.P.: 0 shares D. E. Shaw & Co., L.L.C.: 0 shares D. E. Shaw Adviser, L.L.C.: 0 shares D. E. Shaw Manager, L.L.C.: 0 shares DESALKIV Portfolios, L.L.C.: 0 shares David E. Shaw: 0 shares

(ii) Shared power to vote or to direct the vote:

D. E. Shaw & Co., L.P.: 3,276,973 shares D. E. Shaw & Co., L.L.C.: 3,276,973 shares D. E. Shaw Adviser, L.L.C.: 1,811,960 shares D. E. Shaw Manager, L.L.C.: 1,811,960 shares DESALKIV Portfolios, L.L.C.: 1,811,960 shares David E. Shaw: 3,276,973 shares

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of:

Item 5.

Ownership of 5 Percent or Less of a Class.

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.

D. E. Shaw & Co., L.P.

Signature:	/s/ Daniel R. Marcus
Name/Title:	Daniel R. Marcus / Chief Compliance Officer
Date:	02/14/2025

D. E. Shaw & Co., L.L.C.

Signature:	/s/ Daniel R. Marcus
Name/Title:	Daniel R. Marcus / Authorized Signatory
Date:	02/14/2025

D. E. Shaw Adviser, L.L.C.

Signature:	/s/ Daniel R. Marcus
Name/Title:	Daniel R. Marcus / Chief Compliance Officer
Date:	02/14/2025

D. E. Shaw Manager, L.L.C.

Signature:	/s/ Daniel R. Marcus
Name/Title:	Daniel R. Marcus / Authorized Signatory
Date:	02/14/2025

DESALKIV Portfolios, L.L.C.

Signature:	/s/ Daniel R. Marcus
Name/Title:	Daniel R. Marcus / Authorized Signatory
Date:	02/14/2025

David E. Shaw

Signature:	/s/ Daniel R. Marcus
Name/Title:	Daniel R. Marcus / Attorney-in-Fact for David E. Shaw
Date:	02/14/2025

Comments accompanying signature: Exhibit 1: Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated August 1, 2024. Exhibit 2: Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated August 1, 2024.

Exhibit Information

Exhibit 3: Joint Filing Agreement, by and among the Reporting Persons, dated February 14, 2025.