Pure Barre litigation history

The franchisor and its predecessor

Pending (3)

• 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 · PB Franchising, LLC (Predecessor), with parent Xponential Fitness LLC and affiliate Row House Franchise, 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

  Outcome: “The Zaltsman Defendants, except Xponential, filed an Answering Statement; an arbitrator has been selected and the evidentiary hearing is set for 2026.” (page 15)

• JSP Group LLC; Spencer O. Pettit; Jesse T. Pettit v P.B. Franchising SPV LLC

  pending

  Brought by a franchisee · 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

  Outcome: “Pure Barre brought a counterclaim against Claimants and Xponential was removed from the complaint by joint stipulation. The arbitration hearing is scheduled for February 2027.”

• Shannon McGill et al. v. Xponential Fitness LLC, et al.

  pending

  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 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. The settlement will be finalized upon court approval.”

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 (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, Affiliate SPV”Page 18 of the 2026 FDD, Item 3

  Outcome: “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 31201 of the California Corporations Code and to pay an administrative penalty of $450,000.” (page 19)

Parent, affiliates, master franchisor and subfranchisor

Pending (7)

• Nickle Acquisition LLC v. Xponential Fitness, Inc. et al.

  pending

  Brought by a franchisee · Xponential Fitness, Inc. (XFI), with affiliates CycleBar Franchising, LLC (CB), CB SPV, BFT, BFT SPV, parents Xponential and Assetco, and individuals · 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.”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.”

• 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. 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 (Assetco, the franchisor's direct parent), with Stretch Lab Franchise, LLC, XPOF Issuer, LLC, Xponential Fitness, Inc. and individuals · filed 2025-09-11

  “… 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.”Page 15 of the 2026 FDD, Item 3

  Outcome: “The franchisor intends to dispute and vigorously defend the franchisee’s claim as well as to assert a counterclaim arising from the abandonment of the franchises and unlawful competition from the franchise locations following their rebranding.”

• City of Taylor General Employees Retirement System v. Xponential Fitness, Inc., et al.

  pending

  Xponential Fitness, Inc. (XFI), with current and former officers, directors and securities underwriters · filed 2024-02-09 · United States District Court for the Central District of California, Southern Division · 8:24-cv-00285

  “In the consolidated complaint filed in the Taylor General Lawsuit on July 26, 2024, the plaintiffs, who purport to be shareholders of XFI, allege that certain defendants made certain omissions and misstatements of material facts in certain of XFI’s publicly disclosed and filed documents between July 23, 2021 and May 10, 2024”Page 17 of the 2026 FDD, Item 3

  Outcome: “XFI and certain of its current and former officers, directors, shareholders, and securities underwriters have been named in five securities-related lawsuits that are pending as of the date of this Disclosure Document.”

• Gideon Akande v. Anthony Geisler, et al. (Consolidated Shareholder Derivative Action)

  pending

  Xponential Fitness, Inc. (XFI, nominal defendant), with current and former officers and directors · filed 2024-03-10 · United States District Court for the Central District of California · 2:24-cv-01928 (Akande); 2:24-cv-3937 (Ayers); 8:25-cv-00258 (Nelson)

  “In this shareholder derivative lawsuit, the plaintiff purports to bring claims on behalf XFI against certain of its current and former officers and directors, alleging that the defendants are liable to XFI for certain of the SEC Claims at issue in the consolidated Taylor General Lawsuit and also (i) breached fiduciary duties, mismanaged XFI’s business, and wasted XFI’s assets”Page 17 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.”

• 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 (Former Portfolio Brand Franchisors), with parents XPOF Assetco, LLC, Xponential Fitness LLC and Xponential Fitness, Inc., and individuals · 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”). This action was filed by certain former AKT franchisees and their purported owners”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 Franchise, LLC (YS) and Yoga Six Franchise SPV, LLC (YS SPV), with parents XPOF Assetco, LLC, Xponential Fitness LLC and Xponential Fitness, Inc., and individuals · 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”Page 14 of the 2026 FDD, Item 3

  Outcome: “The Y6 Plaintiffs seek declaratory and injunctive relief regarding the enforceability of the mandatory arbitration provisions in the franchise agreements, rescission of their franchise agreements, actual and special damages, attorney’s fees, costs and interest. Trial is scheduled for October 2026.”

Concluded (1)

• FTC v. Xponential Fitness Inc.

  concluded

  Government or regulatory action · Xponential Fitness, Inc. (XFI) · 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.”Page 19 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.”

Officers and directors (individuals, not the company)

Pending (3)

• Gipsman v. Shoals Technologies Group, Inc. et al.

  pending

  Robert Julian (Interim Chief Financial Officer), named as a 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.”Page 18 of the 2026 FDD, Item 3

• In re Shoals Technologies Group, Inc. Securities Litigation

  pending

  Robert Julian (Interim Chief Financial Officer), named as a 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 18 of the 2026 FDD, Item 3

• Corwin v. Shoals Technologies Group, Inc. et al.

  pending

  Robert Julian (Interim Chief Financial Officer), named as a 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.”Page 18 of the 2026 FDD, Item 3