FDD Items 3 & 4 · 2025 filing

Yoga Six litigation history

What Yoga Six 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: 11; 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 Item 3 disclosures involving parent/affiliate entities: 7 civil actions/arbitrations by franchisees (AKT, Enlightened Armadillo/Yoga Six, Nickle Acquisition, 4LMVMT, American Health Concepts, Zaltsman, Rumble Marina) alleging pre-sale disclosure violations, fraud in the inducement, and FDD misrepresentations; 5 consolidated securities/shareholder-derivative lawsuits against parent XFI and officers; 2 regulatory consent orders (CA DFPI $450,000 penalty, WA DFI $5,400 reimbursement) for FDD registration misrepresentations/omissions.

Item 3 (litigation) · 11 matters disclosed · 9 pending listed

Litigation cases

The franchisor and its predecessor

Pending (3)

4LMVMT, LLC, et al. v. Yoga Six Franchise, LLC, et al.
pending
Yoga Six Franchise, LLC · 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”Page 16 of the 2025 FDD, Item 3
Outcome: “An arbitrator has been selected, and the evidentiary hearing is set for April 13-16, 2026. American Health Concepts, LLC and Yaqim Lalani v. Yoga Six Franchise, LLC et al.,”
American Health Concepts, LLC and Yaqim Lalani v. Yoga Six Franchise, LLC et al.
pending
Brought by a franchisee · Yoga Six Franchise, LLC · filed 2024-12-11 · Superior Court of Dekalb County State of Georgia; removed to the United States District Court for the North District of Georgia, Atlanta Division · 24-cv-11069 (removed to 1:25-cv-01315-SCJ)
“… filed December 11, 2024, Superior Court of Dekalb County State of Georgia, Case No. 24-cv-11069”Page 16 of the 2025 FDD, Item 3
Outcome: “On April 2, 2025, Yoga Six moved to dismiss and to compel arbitration or transfer venue to the U.S. District Court for the Central District of California, Southern Division.”
Enlightened Armadillo, Inc., et al. v. Yoga Six Franchise, LLC, et al.
pending
Brought by a franchisee · 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.”Page 15 of the 2025 FDD, Item 3
Outcome: “On April 25, 2025, the court sustained without leave to amend in part and overruled in part the demurrers to the complaint and granted the motions to quash by Mark Grabowski,”

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
“… On November 4, 2024, in order to avoid the expense of a hearing and”Page 18 of the 2025 FDD, Item 3
Outcome: “to pay an administrative penalty of $450,000. The Consent Order also acknowledges that CP SPV failed to timely file certain exemption notices. Finally, the Consent Order also” (page 19)

Parent, affiliates, master franchisor and subfranchisor

Pending (5)

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
“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”Page 17 of the 2025 FDD, Item 3
Outcome: “an arbitrator has been selected, and the evidentiary hearing is set for June 8-12, 15-19, 2026. Rumble Marina Co. and Jason Mighdoll v. Rumble Fitness, LLC, Rumble 1001, LLC,”
Nickle Acquisition LLC v. Xponential Fitness, Inc. et al.
pending
Brought by a franchisee · Xponential Fitness, Inc. · 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.”Page 15 of the 2025 FDD, Item 3
Outcome: “The Nickle Defendants, except for H&W Franchise Intermediate Holdings LLC, Mark Grabowski and Trevor Lucas, filed demurrers to the complaint and/or motions to quash the” (page 16)
Rumble Marina Co. and Jason Mighdoll v. Rumble Fitness, LLC, Rumble 1001, LLC, and Xponential Fitness, Inc.
pending
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,”Page 17 of the 2025 FDD, Item 3
Outcome: “This action is in the pleadings stage. Pending Securities Litigation XFI and certain of its current and former officers, directors, shareholders, and securities underwriters”
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. · filed 2024-02-09 · United States District Court for the Central District of California, Southern Division · 8:24-cv-00285 (consolidated with 8:24-cv-01333, the WBP Pension Fund Lawsuit)
“City of Taylor General Employees Retirement System v. Xponential Fitness, Inc., Anthony Geisler, John Meloun, Mark Grabowski, Brenda Morris, Chelsea Grayson, BoFA Securities,”Page 18 of the 2025 FDD, Item 3
Outcome: “The defendants filed a motion to dismiss the amended consolidated complaint on July 1, 2025 that is scheduled for hearing on November 14, 2025. Any future federal securities” (page 17)
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 · 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”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 scheduled to be heard in” (page 15)

Concluded (1)

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 · State of Washington Department of Financial Institutions, Securities Division
“… On August 12, 2025, the State of”Page 19 of the 2025 FDD, Item 3
Outcome: “to reimburse DFI for investigation costs in the amount of $5,400. Except as provided above, no litigation is required to be disclosed in this Item. ITEM 4 BANKRUPTCY In Re”

Officers and directors (individuals, not the company)

Pending (1)

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 · Anthony Geisler, John Meloun, Jair Clarke, Mark Grabowski, Chelsea A. Grayson and Brenda Morris (officers and directors of Xponential Fitness, Inc.) · filed 2024-03-10 · United States District Court for the Central District of California, Western Division · 2:24-cv-01928 (consolidated with 2:24-cv-3937 and 8:25-cv-00258)
“… filed March 10, 2024, United States”Page 18 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. It is possible that”

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

Personal Chapter 7 bankruptcy of Xponential COO-North America Timothy Weiderhoft (discharged Dec 2023, unrelated restaurant venture failure); Chapter 11 of Instant Brands Acquisition Holdings Inc. (former employer of CMO Louise Ocasion, unrelated to franchisor, reorganization approved 2024, appeal affirmed 2025). Neither involves the franchisor entity itself.

Disclosure signals that moved the score

How this shows up in the verdict

6+ litigation matters incl. fraud-in-the-inducement and disclosure-violation claims
Disclosed officer/affiliate bankruptcies (unrelated to franchisor)

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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