Note 9 – Related Party Transactions

In March 2021, the Company funded a note payable under a debt financing obligation in connection with the acquisition of Rumble. The Company earned interest at the rate of 11% per annum on the receivable. In connection with the Reorganization Transactions, XPO Inc. recorded $10,600 receivable from shareholder, as the original founder sellers of the Rumble brand, which was acquired by the Company in 2021 (the “Rumble Sellers”) are shareholders of XPO Inc., for the debt financing provided to the Rumble Sellers. In July 2022, the Company entered into a settlement agreement with the Rumble Sellers to resolve disputes related to the acquisition and related agreements. Under the terms of the settlement, the Company prospectively reduced the interest rate on the debt financing provided to the Rumble Sellers from 11% per annum to 7.5% per annum if payment is in cash or 10% per annum if payment is in payment-in-kind and extended the maturity date of the debt financing. In 2023 and 2022, the Rumble Sellers borrowed an additional $4,400 and $5,050, respectively, under the debt financing agreement which was recorded as receivable from shareholder within equity. As of September 30, 2026 and December 31, 2025, the Rumble Sellers agreed to reimburse the Company for additional expenses of $139 and $249, respectively, which was recorded as receivable from shareholder within equity. The Company recorded interest of $445 and $1,309 during the three and nine months ended September 30, 2026, respectively, and $678 and $1,460 during the three and nine months ended September 30, 2025, respectively, which was recorded as interest income and an increase to receivable from shareholder within equity. During the year ended December 31, 2025, the Company received $2,435 in cash as partial payment for the receivable from shareholder.

In December 2022, the Company entered into an agreement with the former owner of Row House, pursuant to which contingent consideration relating to the 2017 acquisition of Row House was settled in exchange for the issuance of 105 restricted stock units (“RSUs”), which were scheduled to vest in full on July 1, 2026. As a result of the agreement, the Company recorded a reduction to the contingent consideration liability of $1,220 with an offsetting increase in additional paid-in capital and reclassified the former owner's outstanding note receivable of $1,834 to additional paid-in capital. Although the scheduled vesting date of the RSUs has passed, because the RSUs and the shares of Class A common stock issuable upon settlement of the RSUs are pledged as collateral for the outstanding receivable from the former owner of Row House under the multi-tranche term loan, the Company has not settled the RSUs or issued the underlying shares of Class A common stock to the former owner of Row House. In addition, pursuant to the agreement, the Company issued to the former owner of Row House a four-year multi-tranche term loan, with an option to borrow up to $20 per month, in the aggregate principal amount of $960, bearing interest of 8.5% per annum, which was recorded as a liability and offsetting reduction in additional paid-in capital. The outstanding receivable from shareholder and the multi-tranche term loan are collateralized by 75 shares of Class B common stock held by the former owner, which were reclassified to treasury stock, and by the 105 RSUs. As of September 30, 2026, the former owner of Row House had borrowed an aggregate of $560 under the multi-tranche term loan, which was recorded as a reduction to liability.

In March 2023, Spartan Fitness Holdings, LLC (“Spartan Fitness”), entered into a unit purchase agreement with Snapdragon Spartan Investco LP (the “Spartan SPV”), a special purpose vehicle controlled and managed by a member of the Company’s board of directors, pursuant to which Spartan SPV agreed to invest in the equity of Spartan Fitness. In addition, the same member of the Company’s board of directors also invested as a limited partner in the Spartan SPV. Spartan Fitness intends to use the investment from Spartan SPV to fund the expansion of Club Pilates studios, among other concepts. In July 2026, the Company entered into a multi-unit agreement with Spartan Fitness under which the Company expects to open additional 50 units over the next six years. As of September 30, 2026, Spartan Fitness owns and operates 173 Club Pilates studios and owns the rights to 65 Club Pilates licenses to open additional new units. The Company recorded franchise, equipment and marketing fund revenue aggregating $4,337 and $12,997 during the three and nine months ended September 30, 2026, respectively, and $3,984 and $10,483 during the three and nine months ended September 30, 2025, respectively, from studios owned by Spartan Fitness.