FDD Items 3 & 4 · 2025 filing

CycleBar litigation history

What CycleBar disclosed about lawsuits, arbitrations and bankruptcy in the 2025 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: 13; Item 3, as counted in the filing

Largest settlement, franchisor's own cases: None stated

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

Filing year: 2025; Disclosures cover the prior ten years

Extracted from the 2025 Franchise Disclosure Document

Item 3: litigation

Multiple pending actions against Xponential-affiliated brands and officers alleging pre-sale disclosure violations, fraudulent inducement, and breach of franchise agreements (AKT Lawsuit, Yoga Six/Enlightened Armadillo, Nickle Acquisition, 4LMVMT Arbitration, AHC Lawsuit, Zaltsman Arbitration); one completed settlement (Anderson Holdings, ~$28,000 equipment buyout); four pending shareholder securities/derivative lawsuits against parent XFI (Taylor General, Akande, Ayers, WBP Pension Fund, Nelson); and a California DFPI regulatory Consent Order requiring a $450,000 administrative penalty for FDD registration misrepresentations.

Item 3 (litigation) · 13 matters disclosed · 11 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 15 of the 2025 FDD, Item 3

Concluded (2)

Anderson Holdings, Inc. et al. v. CycleBar Franchising, LLC et al.
concluded
Brought by a franchisee · CycleBar Franchising, LLC (Predecessor) · filed 2018-04-18 · United States District Court for the Southern District of Mississippi, Southern Division · 1:18-cv-131-HSO-JCG
“… Case No. 1:18-cv-131-HSO-JCG (United States District Court for the Southern District of Mississippi, Southern Division).”Page 16 of the 2025 FDD, Item 3
Outcome: “The parties agreed to amicably settle the matter, with (a) Predecessor agreeing to acquire all rights, title and interest in and to the exercise bikes and certain other equipment used at the franchisee’s Studio from the franchisee for approximately $28,000, (b) Franchisee agreeing to dismiss this action with prejudice, (c) the parties agreeing to mutually terminate this former franchisee’s franchise agreement and ...”
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 (DFPI)
“… 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, our Predecessor, Affiliate SPV Franchisors, Affiliate Prior Franchisors, Former Portfolio Brand SPV Franchisors, and Former Portfolio Brand Franchisors (collectively, the “Brand Franchisors”), and XFI, Xponential, Assetco, and Xponential Intermediate Holdings LLC (together with the Brand”Page 18 of the 2025 FDD, Item 3
Outcome: “The Consent Order acknowledges that, in its investigation, the Commissioner found, without adjudication, that certain registration applications filed by the Brand Franchisors with the DFPI contained material misrepresentations and omissions and sets forth the agreement of the DFPI Parties, without admitting nor denying any of the Commissioner’s findings, to desist and refrain from violating Sections 31110, 31200 and ...”

Parent, affiliates, master franchisor and subfranchisor

Pending (10)

4LMVMT, LLC, et al. v. Yoga Six Franchise, LLC, et al.
pending
Yoga Six Franchise, LLC (YS) · 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 15 of the 2025 FDD, Item 3
Outcome: “On February 11, 2025, YS filed an Answer.”
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 · 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, initiated by Zaltsman Claimants on February 26, 2025.”Page 16 of the 2025 FDD, Item 3
Outcome: “As of the issuance of this Disclosure Document, Zaltsman Defendants have not yet responded to the arbitration demand.”
Stefanie Nelson v. Anthony Geisler, Jair Clarke, Mark Grabowski, Chelsea A. Grayson, John Meloun, Brand Morris, and Xponential Fitness, Inc.
pending
Brought by a third party · Xponential Fitness, Inc. (XFI) · filed 2025-02-10 · United States District Court for the Central District of California, Southern Division · 8:25-cv-00258
“… filed on February 10, 2025, United States District Court for the Central District of California, Southern Division, Case No. 8:25-cv-00258. The plaintiffs in this shareholder derivative lawsuit allege similar claims as in the Akande Lawsuit and Ayers Lawsuit (the “Nelson Lawsuit”).”Page 17 of the 2025 FDD, Item 3
Outcome: “On February 20, 2025, the plaintiffs in the Akande Lawsuit and Ayers Lawsuit filed a Notice of Related Derivative Action, requesting that the Nelson Lawsuit be consolidated into the Consolidated Shareholder Derivative Action.”
American Health Concepts, LLC and Yaqim Lalani v. Yoga Six Franchise, LLC et al.
pending
Brought by a franchisee · Yoga Six Franchise, LLC (YS) · filed 2024-12-11 · Superior Court of Dekalb County, State of Georgia; United States District Court for the Northern District of Georgia, Atlanta Division · 24cv11069; removed as 1:25-cv-01315-SCJ
“… filed December 11, 2024, Superior Court of Dekalb County State of Georgia, Case No. 24cv11069 (the “AHC Lawsuit”).”Page 15 of the 2025 FDD, Item 3
Outcome: “On March 12, 2025, AHC Defendants filed a Notice of Removal to remove the AHC Lawsuit to the United States District Court for the North District of Georgia, Atlanta Division (Case No. 1:25-cv-01315-SCJ).” (page 16)
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
Brought by a third party · Xponential Fitness, Inc. (XFI) · 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, filed February 9, 2024, United States District Court for the Central District of California, Southern Division, Case No. 8:24-cv-00285 (the “Taylor General Lawsuit”).”Page 17 of the 2025 FDD, Item 3
Outcome: “Defendants’ motion to dismiss the supplemented complaint is due April 15, 2025, and the Court has scheduled a motion to dismiss hearing for August 5, 2025.”
City of West Palm Beach Police Pension Fund 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. Incorporated,
pending
Brought by a third party · Xponential Fitness, Inc. (XFI) · filed 2024-06-18 · United States District Court for the Central District of California, Southern Division · 8:24-cv-01333
“… Raymond James & Associates, Inc., Roth Capital Partners, LLC, and R. Seelaus & Co., LLC, filed on June 18, 2024, United States District Court for the Central District of California, Southern Division, Case No. 8:24-cv-01333 (the “WBP Pension Fund Lawsuit”).”Page 17 of the 2025 FDD, Item 3
Gideon Akande v. Anthony Geisler, John Meloun, Jair Clarke, Mark Grabowski, Chelsea A. Grayson, Brenda Morris, and Xponential Fitness, Inc.
pending
Brought by a third party · Xponential Fitness, Inc. (XFI) · 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.”Page 17 of the 2025 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.”
Patrick Ayers v. Anthony Geisler, Jair Clarke, Mark Grabowski, Chelsea A. Grayson, Brenda Morris, John Meloun, and Xponential Fitness, Inc.
pending
Brought by a third party · Xponential Fitness, Inc. (XFI) · filed 2024-05-10 · United States District Court for the Central District of California, Southern Division · 2:24-cv-3937
“… filed on May 10, 2024, United States District Court for the Central District of California, Southern Division, Case No. 2:24-cv-3937. The plaintiffs in this shareholder derivative lawsuit allege similar claims as in the Akande Lawsuit (the “Ayers Lawsuit”).”Page 17 of the 2025 FDD, Item 3
Dance Fitness Michigan LLC, et al. v. AKT Franchise, LLC, et al.
pending
AKT Franchise, LLC · 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 November 20, 2023), Superior Court of the State of California, County of Orange, Case No. 30-2023-01345433- CU-AT-CXC (the “AKT Lawsuit”).”Page 14 of the 2025 FDD, Item 3
Outcome: “AKT Defendants have been served with the complaint, and each AKT Defendant has filed a demurrer to the complaint and/or a motion to quash the complaint.”
Enlightened Armadillo, Inc., et al. v. Yoga Six Franchise, LLC, et al.
pending
Brought by a franchisee · Yoga Six Franchise, LLC (YS) / YS SPV · 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.”Page 14 of the 2025 FDD, Item 3
Outcome: “The hearings on the demurrers to the complaint and the motions to quash the complaint are scheduled to take place on April 22, 2025.” (page 15)

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 2025 Franchise Disclosure Document

Item 4: bankruptcy

Xponential's Chief Operating Officer of North America, Timothy Weiderhoft, and his wife filed a personal Chapter 7 bankruptcy petition on August 9, 2023 (Case No. 2:23-bk-05397-BKM, District of Arizona) 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

Multiple pending and completed litigation actions involving franchisor, including pre-sale disclosure violations and securities claims, suggesting compliance 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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