FDD Items 3 & 4 · 2026 filing

Club Pilates litigation history

What Club Pilates 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): None; Franchisor, parent, predecessor or officer

Filing year: 2026; Disclosures cover the prior ten years

Extracted from the 2026 Franchise Disclosure Document

Item 3: litigation

Item 3 discloses roughly 19 pending/concluded matters involving Club Pilates and affiliated Xponential Fitness brands, including franchisee disclosure/fraud claims (AKT, EA/Yoga Six, Nickle Acquisition, Zaltsman arbitrations), a Stretch Lab predecessor suit resolved for $6.5M, a class-action wage suit settled for $2.15M, and multiple pending Xponential Fitness Inc. securities/shareholder-derivative lawsuits.

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

Litigation cases

The franchisor

Concluded (1)

In the Matter of: The Commissioner of Financial Protection and Innovation v. Xponential Fitness, Inc., et al.
concluded
Government or regulatory action · California Department of Financial Protection and Innovation (administrative)
“… 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 Financial Protection and Innovation (“DFPI”) and us, Affiliate SPV Franchisors, Affiliate Prior Franchisors, Former Portfolio Brand SPV”Page 19 of the 2026 FDD, Item 3
Outcome: “without admitting nor denying any of the Commissioner’s findings, to desist and refrain from violating Sections 31110, 31200 and 31201 of the California Corporations Code and to pay an administrative penalty of $450,000.”

Parent, affiliates, master franchisor and subfranchisor

Pending (10)

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, 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. On February 26, 2025, Fitwell License Holdings, LLC, XPO Fitness Operator, LLC, RH Ventures II, LLC, and PB Ventures I, LLC, current and former”Page 15 of the 2026 FDD, Item 3
Nickle Acquisition LLC v. Xponential Fitness, Inc. et al.
pending
Brought by a franchisee · XFI, Xponential, CycleBar and BFT franchisors and SPVs, Assetco and others (the Nickle Defendants) · 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”). This is an action filed by the same attorney who represents the AKT Plaintiffs and the Y6 Plaintiffs in the AKT Lawsuit and the EA Lawsuit, respectively. The plaintiffs, Nickle”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.” (page 15)
Rumble Marina Co. and Jason Mighdoll v. Rumble Fitness, LLC, Rumble 1001, LLC, and Xponential Fitness, Inc.
pending
Rumble Fitness, LLC, Rumble 1001, LLC, and Xponential Fitness, Inc. (XFI) · 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. On July 18, 2025, Rumble Marina Co. and its purported President, Jason Mighdoll (collectively, the “Mighdoll Plaintiffs”), filed a lawsuit against Rumble Fitness, LLC, Rumble 1001, LLC, and XFI”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, Stretch Lab Franchise, LLC, XPOF Issuer, LLC, Xponential Fitness, Inc. and individuals · filed 2025-09-11 · Notice of Arbitration (Ontario)
“… 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, 2026) asserting claims against XPOF Assetco, LLC, Stretch Lab Franchise, LLC, XPOF Issuer, LLC, Xponential Fitness, Inc., Megan Moen, Verdine”Page 16 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, BoFA Securities, Inc., Jefferies LLC, Morgan Stanley & Co. LLC, Guggenheim Securities, LLC, Piper Sandler & Co., Robert W. Baird & Co. Incorpo
pending
Xponential Fitness, Inc. (XFI) and certain officers, directors and underwriters · filed 2024-02-09 · United States District Court for the Central District of California, Southern Division · 8:24-cv-00285
“… rated, Raymond James & Associates, Inc., Roth Capital Partners, LLC, and R. Seelaus & Co., LLC,”Page 18 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.
pending
Xponential Fitness, Inc. (XFI) (nominal) and certain current and former officers and directors · filed 2024-03-10 · United States District Court for the Central District of California, Western Division · 2:24-cv-01928
“… filed March 10, 2024, United States District Court for the Central District of California, Western Division, Case No. 2:24-cv-01928. In this shareholder derivative lawsuit, the plaintiff purports to bring claims on behalf XFI against certain of its current”Page 18 of the 2026 FDD, Item 3
Outcome: “The Consolidated Shareholder Derivative Action is stayed pending final resolution of the consolidated Taylor General Lawsuit and WBP Pension Fund Lawsuit.”
JSP Group LLC; Spencer O. Pettit; Jesse T. Pettit v P.B. Franchising SPV LLC
pending
Brought by a franchisee · P.B. Franchising SPV LLC (Pure Barre) · filed 2024-07-31 · American Arbitration Association · 01-24-0007-0509
“… filed July 31, 2024, American Arbitration Association, Case No. 01-24-0007-0509. In September 2024, a demand for arbitration was initiated by a franchisee and its owners, for a monetary claim of $299,999 due to alleged fraud, breach of contract, and violation of state unfair trade practice statutes.”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, AKT Franchise SPV, LLC, Assetco, Xponential, XFI and others (the AKT Defendants) · filed 2023-08-30 · Superior Court of the State of California, County of Orange · 30-2023-01345433-CU-AT-CXC
“Pending Actions Involving Parent, Predecessor or Affiliate Dance Fitness Michigan LLC, et al. v. AKT Franchise, LLC, et al., filed August 30, 2023 (as amended on March 28, 2025), Superior Court of the State of California, County of Orange, Case No. 30-”Page 13 of the 2026 FDD, Item 3
Outcome: “The parties reached a partial settlement 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 Franchise, LLC, YS SPV, Assetco, Xponential, XFI and others (the Y6 Defendants) · 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”). This is an action filed by the same attorney who represents the AKT Plaintiffs in the AKT Lawsuit. The plaintiffs are two Yoga Six franchisees (Enlightened Armadillo, Inc. and Snug”Page 14 of the 2026 FDD, Item 3
Shannon McGill et al. v. Xponential Fitness LLC, et al.
pending
Xponential, Assetco, AKT, CB, PB, Row House, Stride, YS franchisors and SPVs (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. Former employees of Mitch Brown and/or his legal entity, MD Pro Fitness, LLC (the “Brown Defendants”), filed the above captioned putative class action complaint against Xponential;”Page 16 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. The settlement will be finalized upon court approval.”

Concluded (1)

FTC v. Xponential Fitness Inc.
concluded
Government or regulatory action · Xponential Fitness, Inc. · filed 2026-03-18 · U.S. Dist. Court for the Central Dist. 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). This matter involves certain former and current franchise brands that Xponential Fitness, Inc. owned: AKT, CycleBar, Pure Barre, and Yoga Six. The FTC complaint alleges violations of the Federal Trade Commission Act and the FTC Franchise Rule, including”Page 20 of the 2026 FDD, Item 3
Outcome: “As part of the stipulated order, 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. The stipulated order was approved by the court on April 2, 2026.”

Officers and directors (individuals, not the company)

Pending (3)

Gipsman v. Shoals Technologies Group, Inc. et al.
pending
Robert Julian (director of Shoals Technologies Group, Inc.) · filed 2025 · 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. Mr. Robert Julian is one of the 14 directors serving on the Shoals board who were named”Page 19 of the 2026 FDD, Item 3
In re Shoals Technologies Group, Inc. Securities Litigation
pending
Robert Julian (director of Shoals Technologies Group, Inc.) · filed 2025 · U.S. Dist. Court for the Middle Dist. of Tenn. · 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.). This is a class action complaint alleging violation of federal securities laws against Shoals Technologies Group, Inc. and certain members of its board of directors, including Mr. Robert Julian.”Page 19 of the 2026 FDD, Item 3
Corwin v. Shoals Technologies Group, Inc. et al.
pending
Robert Julian (director of Shoals Technologies Group, Inc.) · filed 2024-05-16 · U.S. Dist. Court for the Middle Dist. of Tenn. · 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.). This is a shareholder derivative complaint that was filed against a company and certain of its current and former officers and directors. Mr. Robert Julian is one of the 10 directors serving on the Shoals board who were named in this lawsuit. The”Page 19 of the 2026 FDD, Item 3

This list shows 15 of the 21 matters Item 3 discloses; the rest are in the filing.

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.

Disclosure signals that moved the score

How this shows up in the verdict

Active litigation involving pre-sale disclosure violations and fraudulent inducement allegations suggests potential FDD misrepresentations
Pending securities and derivative litigation against parent company raises governance and financial reporting credibility concerns

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?

Back to the Club Pilates verdict Risk analysis on the brand page Franchisee contacts for due-diligence calls