FDD Items 3 & 4 · 2026 filing

BFT litigation history

What BFT disclosed about lawsuits, arbitrations and bankruptcy in the 2026 Franchise Disclosure Document. Item 3 lists the material legal actions a franchisor must report; Item 4 covers bankruptcy. This is the franchisor's own disclosure, not a court record, and not legal advice.

Items 3 (litigation) & 4 (bankruptcy) at a glance

What the filing discloses

Cases disclosed: 21; Item 3, as counted in the filing

Largest settlement, franchisor's own cases: $450K; As stated in Item 3

Bankruptcy (Item 4): Disclosed · an officer; Franchisor, parent, predecessor or officer

Filing year: 2026; Disclosures cover the prior ten years

Extracted from the 2026 Franchise Disclosure Document

Item 3: litigation

Extensive Item 3 disclosure covering the Xponential Fitness franchise family: multiple franchisee lawsuits/arbitrations alleging pre-sale disclosure violations, fraud, and FDD misrepresentations against various Xponential brands including BFT (AKT Lawsuit, EA Lawsuit, Nickle Acquisition Lawsuit naming BFT, Zaltsman arbitration, Rumble Marina, JSP Group, Waughland arbitration, McGill wage class action, 4LMVMT arbitration, AHC Lawsuit); five pending securities class/derivative actions against parent XFI (Taylor General, WBP Pension Fund, Akande, Ayers, Nelson) plus related Shoals Technologies derivative/securities suits involving a director shared with XFI; and multiple state/federal regulatory consent orders/enforcement actions for FDD disclosure violations (California DFPI $450,000 penalty, Washington DFI, FTC $17 million redress order, Virginia SCC $20,000 penalty re CycleBar/Row House, Maryland Securities Commissioner $75,000 penalty); one concluded lawsuit by Predecessor resulting in a $6.5 million settlement in its favor.

Item 3 (litigation) · 21 matters disclosed · 13 pending listed

Litigation cases

The franchisor and its predecessor

Pending (1)

Nickle Acquisition LLC v. Xponential Fitness, Inc. et al.
pending
Brought by a franchisee · filed 2025-02-03 · Superior Court of the State of California, County of Orange · 30-2025-01459041-CU-AT-CXC
“… filed February 3, 2025, Superior Court of the State of California, County of Orange, Case No. 30-2025-01459041-CU-AT-CXC (the “Nickle Acquisition Lawsuit”).”Page 14 of the 2026 FDD, Item 3
Outcome: “This matter settled in principle with the Nickle Defendants agreeing to pay $200,000 to the plaintiffs. The settlement agreement is in the process of being finalized.”

Concluded (2)

In the Matter of: Securities Commissioner of Maryland v. Xponential Fitness, Inc. et al.
concluded
Government or regulatory action · Affiliate Prior Franchisors (incl. our Predecessor, BFT Franchise Holdings, LLC), XFI and affiliate franchisors · filed 2026-04-14 · Maryland Securities Commissioner · 2024-0140
“… (Case No. 2024- 0140). On April 14, 2026, the Maryland Securities Commissioner (“Securities Commissioner”) and XFI, Affiliate SPV Franchisors, Affiliate Prior”Page 19 of the 2026 FDD, Item 3
Outcome: “to pay an administrative penalty of $75,000. The Consent Order also required MD Parties to represent that they (1) offered to terminate area development and franchise agreements signed after April 26, 2021, and refund the initial fees to, Maryland residents, or residents of other states who are” (page 20)
In the Matter of: The Commissioner of Financial Protection and Innovation v. Xponential Fitness, Inc., et al.
concluded
Government or regulatory action · filed 2024-11-04 · California Department of Financial Protection and Innovation
“… On November 4, 2024, in order to avoid the expense of a hearing and other possible court proceedings, the Commissioner of California’s Department of”Page 18 of the 2026 FDD, Item 3
Outcome: “to pay an administrative penalty of $450,000. The Consent Order also acknowledges that we failed to timely file certain exemption notices.” (page 19)

Parent, affiliates, master franchisor and subfranchisor

Pending (9)

Alex Zaltsman, Fitwell License Holdings, LLC, XPO Fitness Operator, LLC, RH Ventures II, LLC, and PB Ventures I, LLC v. Xponential Fitness LLC, Row House Franchise, LLC, and PB Franchising, LLC
pending
Brought by a franchisee · Xponential Fitness LLC (Assetco's direct parent), Row House Franchise, LLC and PB Franchising, LLC · filed 2025-02-26 · American Arbitration Association · 01-25-0001-1348
“… American Arbitration Association, Case No. 01-25-0001-1348.”Page 14 of the 2026 FDD, Item 3
Rumble Marina Co. and Jason Mighdoll v. Rumble Fitness, LLC, Rumble 1001, LLC, and Xponential Fitness, Inc.
pending
Xponential Fitness, Inc. (XFI) with Rumble Fitness, LLC and Rumble 1001, LLC · filed 2025-07-18 · Superior Court of the State of California, San Francisco County · CGC25627419
“… Superior Court of the State of California, San Francisco County, Case No. CGC25627419.”Page 15 of the 2026 FDD, Item 3
XPOF Assetco, LLC, et al ats Waughland Investment Corp. et al
pending
Brought by a franchisee · XPOF Assetco, LLC (our direct parent), Stretch Lab Franchise, LLC, XPOF Issuer, LLC, Xponential Fitness, Inc. · filed 2025-09-11 · Notice of Arbitration (Ontario, Arthur Wishart Act claims)
“… Notice of Arbitration delivered September 11, 2025. On September 11, 2025, a Stretch Lab franchisee and area developer in Toronto, Ontario, delivered a Notice of Arbitration (as amended April 2,”Page 15 of the 2026 FDD, Item 3
City of Taylor General Employees Retirement System v. Xponential Fitness, Inc., Anthony Geisler, John Meloun, Mark Grabowski, Brenda Morris, Chelsea Grayson, et al. (consolidated with City of West Palm Beach Police Pension Fund v. Xponential Fitness, Inc., et al.)
pending
Brought by a third party · Xponential Fitness, Inc. (XFI, controls our parent Xponential) · filed 2024-02-09 · United States District Court for the Central District of California, Southern Division · 8:24-cv-00285; 8:24-cv-01333
“City of Taylor General Employees Retirement System v. Xponential Fitness, Inc., Anthony Geisler, John Meloun, Mark Grabowski, Brenda Morris, Chelsea Grayson, BoFA Securities, Inc., Jefferies LLC, Morgan Stanley & Co. LLC, Guggenheim Securities, LLC, Piper”Page 17 of the 2026 FDD, Item 3
Gideon Akande v. Anthony Geisler, John Meloun, Jair Clarke, Mark Grabowski, Chelsea A. Grayson, Brenda Morris, and Xponential Fitness, Inc. (Consolidated Shareholder Derivative Action, with Patrick Ayers v. ... and Stefanie Nelson v. ...)
pending
Brought by a third party · Xponential Fitness, Inc. (XFI, nominal defendant) and its officers and directors · filed 2024-03-10 · United States District Court for the Central District of California · 2:24-cv-01928; 2:24-cv-3937; 8:25-cv-00258
“Gideon Akande v. Anthony Geisler, John Meloun, Jair Clarke, Mark Grabowski, Chelsea A. Grayson, Brenda Morris, and Xponential Fitness, Inc., filed March 10, 2024, United States District Court for the Central District of California, Western Division, Case No. 2:24-cv-01928.”Page 17 of the 2026 FDD, Item 3
JSP Group LLC; Spencer O. Pettit; Jesse T. Pettit v P.B. Franchising SPV LLC
pending
Brought by a franchisee · PB Franchising SPV, LLC (Pure Barre, an Affiliate SPV Franchisor) · filed 2024-07-31 · American Arbitration Association · 01-24-0007-0509
“… filed July 31, 2024, American Arbitration Association, Case No. 01-24-0007-0509.”Page 15 of the 2026 FDD, Item 3
Dance Fitness Michigan LLC, et al. v. AKT Franchise, LLC, et al.
pending
Brought by a franchisee · AKT Franchise, LLC and AKT Franchise SPV, LLC (affiliates), with Assetco (our direct parent), Xponential and XFI · filed 2023-08-30 · Superior Court of the State of California, County of Orange · 30-2023-01345433-CU-AT-CXC
“… filed August 30, 2023 (as amended on March 28, 2025), Superior Court of the State of California, County of Orange, Case No. 30-2023-01345433-CU- AT-CXC (the “AKT Lawsuit”).”Page 13 of the 2026 FDD, Item 3
Outcome: “agreement in principle under which the AKT Defendants would pay Laura Hannan and Amanda Davis $242,000 and $100,000. This matter is at the pleadings stage.” (page 14)
Enlightened Armadillo, Inc., et al. v. Yoga Six Franchise, LLC, et al.
pending
Brought by a franchisee · Yoga Six entities (affiliates), with Assetco, Xponential and XFI (our parents) · filed 2023-11-22 · Superior Court of the State of California, County of Orange · 30-2023-01367265-CU-AT-CXC
“… filed November 22, 2023, Superior Court of the State of California, County of Orange, Case No. 30-2023-01367265-CU-AT-CXC (the “EA Lawsuit”).”Page 14 of the 2026 FDD, Item 3
Shannon McGill et al. v. Xponential Fitness LLC, et al.
pending
Brought by a third party · Xponential Fitness LLC, Assetco and affiliate franchisors (the Xpo Defendants) · filed 2023-11-22 · United States District Court for the Southern District of Ohio · 2:23-cv-03909
“… filed November 22, 2023, United States District Court for the Southern District of Ohio, Case No. 2:23-cv-03909.”Page 15 of the 2026 FDD, Item 3
Outcome: “The parties agreed to settle the matter in an agreement under which the Xpo Defendants would pay $2,150,000 to the plaintiffs.”

Concluded (6)

FTC v. Xponential Fitness Inc.
concluded
Government or regulatory action · Xponential Fitness, Inc. (XFI) · filed 2026-03-18 · U.S. District Court for the Central District of California · 8:26-cv-00610
“… Case 8:26-cv-00610 (filed March 18, 2026, U.S. Dist. Court for the Central Dist. of California).”Page 19 of the 2026 FDD, Item 3
Outcome: “the company agreed (among other things) to pay $17 million in redress to certain franchisees, not to violate the FTC Act and the FTC Franchise Rule, and to adopt certain recordkeeping and administrative procedures.”
4LMVMT, LLC, et al. v. Yoga Six Franchise, LLC, et al.
settled
Brought by a franchisee · Yoga Six Franchise, LLC (affiliate) and Xponential (our parent) · filed 2025-01-24 · American Arbitration Association, Irvine, California · 01-25-0000-3620
“… filed January 24, 2025, American Arbitration Association, Irvine, California), Case No. 01-25-0000-3620 (the “4LMVMT Arbitration”).”Page 16 of the 2026 FDD, Item 3
Outcome: “The parties reached a settlement agreement on Nov. 10, 2025 under which Yoga Six Franchise, LLC paid $304,000 to the landlord of the plaintiff’s Studio in Maple Grove, Minn. to terminate the plaintiff’s lease and to release the landlord’s claims against the plaintiffs relating to that lease.”
In the Matter of Determining Whether there has been a violation of the Franchise Investment Protection Act by: Xponential Fitness LLC
concluded
Government or regulatory action · Xponential Fitness LLC (Assetco's direct parent) · filed 2025-08-12 · Washington Department of Financial Institutions, Securities Division
“… On August 12, 2025, the State of Washington’s Department of Financial Institutions, Securities Division (“DFI”) and”Page 19 of the 2026 FDD, Item 3
American Health Concepts, LLC and Yaqim Lalani v. Yoga Six Franchise, LLC et al.
dismissed
Brought by a franchisee · Yoga Six Franchise, LLC (affiliate), Xponential (our parent), Anthony Geisler, Lindsay Junk · filed 2024-12-11 · Superior Court of Dekalb County State of Georgia · 24-cv-11069
“… filed December 11, 2024, Superior Court of Dekalb County State of Georgia, Case No. 24-cv-11069 (the “AHC Lawsuit”).”Page 16 of the 2026 FDD, Item 3
Outcome: “This case was dismissed on October 31, 2025. Plaintiffs have the opportunity to bring the suit again if they choose, however, many of their causes of action may be barred due to the one-year Statute of Limitation provision in the Development Agreement and Franchise Agreement.” (page 17)
Stretch Lab Franchise, LLC, et al. vs. Stretch Lab, LLC, et. al.
dismissed
Brought by the franchisor · Stretch Lab Franchise, LLC (SL, an Affiliate Prior Franchisor) · filed 2018 · United States District Court for the Central District of California · 2:18-cv-07816
“… (Case No.: 2:18-cv-07816). In October 2018, Predecessor filed a complaint (the “Complaint”) against the Initial Operator and its principals (the “Defendants”) BFT 2026 FDD (15)”Page 15 of the 2026 FDD, Item 3
Outcome: “The proceeding was thereafter dismissed with prejudice by the Court upon the mutual request of the parties. 4LMVMT, LLC, et al. v. Yoga Six Franchise, LLC, et al., filed January 24, 2025, American Arbitration Association, Irvine, California), Case No. 01-25-0000-3620 (the “4LMVMT Arbitration”).” (page 16)
Va. State Corporation Commission v. Xponential Fitness LLC
concluded
Government or regulatory action · Xponential Fitness LLC (Assetco's direct parent); concerns former franchisors CycleBar Franchising, LLC and Row House Franchise, LLC · State Corporation Commission of Virginia · SEC-2025-00039
“… Case SEC-2025-00039 (State Corporation Commission of Virginia, March 13, 2026).”Page 19 of the 2026 FDD, Item 3
Outcome: “to pay a $20,000 civil penalty, costs of $1,200, and not to violate the Virginia Retail Franchising Act. In the Matter of: Securities Commissioner of Maryland v. Xponential Fitness, Inc. et al.”

Officers and directors (individuals, not the company)

Pending (3)

Gipsman v. Shoals Technologies Group, Inc. et al.
pending
Brought by a third party · Robert Julian (our Interim Chief Financial Officer) · filed 2025-12-02 · Delaware Chancery Court · 202501491
“… Case No. 202501491 (filed Dec. 2, 2025, Delaware Chancery Court). This is a stockholder derivative complaint (a companion case to the securities claims noted below) that was filed against a company and certain of its current and former officers and directors.”Page 18 of the 2026 FDD, Item 3
In re Shoals Technologies Group, Inc. Securities Litigation
pending
Brought by a third party · Robert Julian (our Interim Chief Financial Officer) · filed 2025-02-04 · U.S. District Court for the Middle District of Tennessee · 3:24-cv-00334
“… Civil Action No. 3:24-cv-00334 (filed Feb. 4, 2025, U.S. Dist. Court for the Middle Dist. of Tenn.).”Page 18 of the 2026 FDD, Item 3
Corwin v. Shoals Technologies Group, Inc. et al.
pending
Brought by a third party · Robert Julian (our Interim Chief Financial Officer) · filed 2024-05-16 · U.S. District Court for the Middle District of Tennessee · 3:24-cv-00615
“… Civil Action No. 3:24-cv-00615 (filed May 16, 2024, U.S. Dist. Court for the Middle Dist. of Tenn.).”Page 18 of the 2026 FDD, Item 3

Item 3 lists the litigation the franchisor must disclose; a matter against a parent, an affiliate or a named officer is not a matter against the franchisor, and pending claims are allegations, not findings.

Disclosed in the 2026 Franchise Disclosure Document

Item 4: bankruptcy

Timothy Weiderhoft, Xponential's COO North America, and his wife filed a personal Chapter 7 bankruptcy petition (Case No. 2:23-bk-05397-BKM, D. Ariz.) on August 9, 2023 after an unrelated restaurant venture failed during COVID-19; discharge granted December 20, 2023.

Disclosure signals that moved the score

How this shows up in the verdict

Active litigation across multiple jurisdictions with specific allegations of fraudulent inducement and disclosure violations — suggests systemic franchisor credibility issues

The verdict grade is FranchiseVerdict's editorial assessment across SBA loan performance, unit growth, revenue and disclosure signals. It is not investment advice.

Before you weigh a lawsuit

How to read Item 3

A franchisor must disclose pending actions and any material civil action involving the franchise relationship, plus convictions or civil judgments for fraud, unfair or deceptive practices, or franchise-law violations, going back ten years. A case the franchisor brought against a franchisee counts too. Item 3 does not include every dispute: settled claims below the materiality line and matters resolved in private arbitration can be absent.

Questions worth asking current and former franchisees, using the contact list in Item 20:

Were you, or anyone you know in the system, party to a dispute with the franchisor?
Was it resolved by settlement, arbitration or a court, and on what terms?
Has the number of disputes gone up or down since you signed?

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