FDD Items 3 & 4 · 2026 filing

F45 Training litigation history

What F45 Training 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: 13; Item 3, as counted in the filing

Largest settlement, franchisor's own cases: $610K; 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

Multiple franchisee-initiated suits alleging breach of contract, FDD non-disclosure, and franchise law violations (several settled with payments to franchisees, e.g. $610,000, $200,000, $1.5M in monthly payments); a securities class action against parent F45 Training Holdings related to 2021 IPO settled for $10.5M (covered by insurance); consent orders/settlements with Washington, California, and Michigan regulators for FDD disclosure and FPR violations with penalties/rescission offers; one franchisor-initiated suit against a franchisee for operating a competing business, settled.

Item 3 (litigation) · 13 matters disclosed · 2 pending listed

Litigation cases

The franchisor

Pending (1)

Globo Gym, LLC v. F45 Training Incorporated
pending
Brought by a franchisee · filed 2025-08-18 · United States District Court for the Northern District of Alabama · 2:25-cv-01626-MHH
“… Case No. 2:25-cv-01626-MHH, in the United States District Court for the Northern District of Alabama.”Page 13 of the 2026 FDD, Item 3

Concluded (11)

F45 Training Incorporated v. Pono Fitness Limited Liability Company, et al.
settled
Brought against a franchisee · filed 2024-11-26 · United States District Court for the District of Hawaii · 24-cv-00501
“… Case No. 24-cv-00501, in the United States District Court for the District of Hawaii: On November 26, 2024, F45 filed suit against Pono Fitness LLC, along with its owner and his”Page 17 of the 2026 FDD, Item 3
Outcome: “The court case was dismissed on December 12, 2025. Other than the litigation described above, no other litigation is required to be disclosed in this Item.”
MaD Fitness Group, LLC v. F45 Training Inc.
settled
Brought by a franchisee · filed 2024-10-14 · Court of Chancery of the State of Delaware · 2024-1055-KSJM
“… Case No. 2024-1055-KSJM, in the Court of Chancery of the State of Delaware: On October 14, 2024, MaD Fitness Group, LLC (“MaD”), an F45 multiple unit franchisee, filed suit in state court in Delaware against F45”Page 13 of the 2026 FDD, Item 3
Outcome: “The case was dismissed by stipulation on January 7, 2026. Globo Gym, LLC v. F45 Training Incorporated; Case No. 2:25-cv-01626-MHH, in the United States District Court for the Northern District of Alabama.”
Chad Remley and Defining Functional Movement II, LLC v. F45 Training, Inc., Greenlea Fitness, LLC, Andrew Finney, and Colby Cowan
dismissed
Brought by a franchisee · filed 2023-03-24 · Chancery Court of Sumner County, Tennessee at Gallatin · 23CV-39
“… Case No. 23CV-39, in the Chancery Court of Sumner County, Tennessee at Gallatin: On or around March 24, 2023, the Plaintiffs, a”Page 16 of the 2026 FDD, Item 3
Nascot Enterprises, LLC v. F45 Training Inc. and Marc Marano
settled
Brought by a franchisee · filed 2023-06-26 · U.S. District Court, Eastern District of Michigan · 2:23-cv-11524-GAD-APP
“… No. 2:23-cv-11524-GAD-APP (E.D. Mich.). On or about June 26, 2023, Nascot Enterprises, LLC, an F45 franchisee, filed suit in federal court in Michigan against us and a former franchise salesperson, Marc Marano.”Page 14 of the 2026 FDD, Item 3
Outcome: “F45 agreed to pay Plaintiff a settlement in the amount of $200,000. Kenzie Goer v. F45 Training Holdings, Inc., Chris Payne, Adam Gilchrist, Michael Raymond, Darren Richman, and Mark Wahlberg;” (page 15)
Settlement Agreement Between The Michigan Department of Attorney General and F45 Training, Inc.
settled
Government or regulatory action · filed 2023-08-24 · Michigan Department of Attorney General, Corporate Oversight Division · 2022-0357768-A
“… Case No.: 2022-0357768-A. F45 entered into a Settlement Agreement with the Michigan Department of Attorney General (“DAG”), which was made effective August 24, 2023.”Page 16 of the 2026 FDD, Item 3
Outcome: “F45 agreed to pay $95,000 to DAG which DAG will use to compensate F45 franchisees in DAG’s sole discretion. In addition, F45 agreed to make rescission offers in accordance with MFIL Section 445.1531 to certain franchisees in Michigan who purchased their franchises directly from F45 on or after May 8, 2019.”
State of California Consent Order, File No.: 21265
concluded
Government or regulatory action · filed 2023-10-17 · California Commissioner of Financial Protection and Innovation · 21265
“… F45 signed a Consent Order with the Commissioner of Financial Protection and Innovation of the State of California (the “Commissioner”), which was entered effective October 17, 2023.”Page 16 of the 2026 FDD, Item 3
State of Washington Consent Order, Order No.: S-23-3534-23-CO-01
concluded
Government or regulatory action · filed 2023-12-04 · Washington State Department of Financial Institutions, Securities Division · S-23-3534-23-CO-01
“… F45 signed a Consent Order with the Washington State Department of Financial Institutions Securities Division (the “Division”) on November 20, 2023, and it became effective on December 4, 2023, when it was executed by the Division.”Page 16 of the 2026 FDD, Item 3
Functional HIIT Fitness, LLC v. F45 Training, Inc., Adam Gilchrist, Robert Deutsch, Marc Marano, Luke Armstrong, and Nick Abrahams
settled
Brought by a franchisee · filed 2022-01-26 · U.S. District Court, Eastern District of Michigan · 5:22-cv-10168-FKB-KGA
“… Case No. 5:22-cv-10168-FKB-KGA (E.D. Mich.).”Page 14 of the 2026 FDD, Item 3
Outcome: “On June 26, 2024, the court entered a stipulation of dismissal. In addition, with respect to one of the franchise agreements at issue in this matter, in connection with the Settlement Agreement with the Michigan Department of the Attorney General (discussed below), the parties previously reached an”
State of Washington Consent Order, Order No.: S-19-2681-19-CO01
concluded
Government or regulatory action · filed 2022-10-18 · Washington State Department of Financial Institutions, Securities Division · S-19-2681-19-CO01
“… F45 signed a Consent Order with the Washington State Department of Financial Institutions Securities Division (the “Division”), which was entered effective October 18, 2022.”Page 15 of the 2026 FDD, Item 3
Chanelle Rezko and Serena Johnson v. F45 Training, Inc. and Chicago Athletic Clubs, LLC
settled
Brought by a franchisee · filed 2020-11-25 · Circuit Court of Cook County, Illinois, Chancery Division · 2020CH05648
“… Case No. 2020CH05648, in the Circuit Court of Cook County, Illinois County Department, Chancery Division: On November 25, 2020 the Plaintiffs filed a complaint, and on”Page 14 of the 2026 FDD, Item 3
Outcome: “F45 agreed to pay Plaintiff a settlement in the amount of $610,000. Additionally, F45 retained the right to seek indemnification claims against Chicago Athletic Clubs.”
Terrell Owens v. F45 Training Inc.
settled
filed 2017-10-19 · Superior Court of California, County of Los Angeles · BC680415
“… Case No. BC680415, in the Superior Court of California for the Central District of the County of Los Angeles, California: On October 19, 2017, Terrell Owens (“Owens”) filed suit against us claiming breach of contract and common law and statutory misappropriation of name and likeness.”Page 13 of the 2026 FDD, Item 3
Outcome: “On August 15, 2024, F45 and Owens entered into a confidential settlement agreement under which the parties dismissed and released each other from all claims and counterclaims, and F45 agreed to pay plaintiff seven monthly payments of $50,000 each.”

Parent, affiliates, master franchisor and subfranchisor

Pending (1)

Kenzie Goer v. F45 Training Holdings, Inc., Chris Payne, Adam Gilchrist, Michael Raymond, Darren Richman, and Mark Wahlberg
pending
Brought by a third party · F45 Training Holdings, Inc. (our parent company, 'Holdings, Inc.') and five of its officers/directors · filed 2022-12-08 · US District Court for the Western District of Texas · 1:22-cv-01291
“Kenzie Goer v. F45 Training Holdings, Inc., Chris Payne, Adam Gilchrist, Michael Raymond, Darren Richman, and Mark Wahlberg;”Page 15 of the 2026 FDD, Item 3
Outcome: “On February 13, 2026, the parties entered into a Settlement Agreement which includes a payment of $10,500,000, which will be covered by F45 Training Holdings, Inc.’s insurance policies.”

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.

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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