F45 Training Holdings ($FXLV) $10.5M Investor Settlement
F45 Training Holdings and $FXLV investors reached a $10.5M settlement to resolve claims tied to F45’s IPO Offering Documents and later statements about how it generated franchise-growth revenue.
Outline:
F45 Training Holdings has agreed to a $10.5M settlement with $FXLV investors over alleged misstatements tied to its franchise growth/revenue model. After its July 2021 IPO, F45 promoted rapid studio expansion and “upfront” franchise payments. On July 26, 2022, F45 cut guidance, reduced opening plans, and said a $250M credit line wouldn’t be available. Shares fell over 60% the next day; the case later settled in February 2026.
July 16, 2021: F45 completes IPO (priced at $16/share).
May 16, 2022: F45 announces a $150M franchise financing facility with Fortress and reiterates growth targets at that time.
July 26, 2022: F45 issues a “Strategic Update,” cutting revenue guidance, reducing planned openings, stating a $250M credit line “will not be available, announcing layoffs, and disclosing the CEO's resignation.
July 27, 2022: $FXLV plunged over 60%.
Dec. 8, 2022: Lawsuit date referenced in the settlement materials’ statutory calculations (date of suit).
Aug. 14, 2023: F45 stock is voluntarily delisted from the NYSE.
Feb. 13, 2026: Stipulation of the settlement agreement.
When F45 Training Holdings, Inc. went public in July 2021, it was presented to investors as an Austin, Texas-based fitness franchisor with a model designed to scale quickly through franchise studio openings.
In its IPO materials, F45 emphasized that its franchising strategy could support accelerated studio growth and that most franchise sales generated upfront payments—including an upfront establishment fee payable when a new franchise agreement was signed.
The prospectus also highlighted a plan to increase the mix of multi-unit franchisees over time, reinforcing the idea that the company could expand faster through larger franchise commitments.
Investors later alleged, however, that F45 did not disclose that it was offering “modified” payment terms for certain large multi-unit deals, which they claim contributed to rising accounts receivable and weaker cash flow—undermining the idea that growth reliably translated into “upfront” revenue.
They also alleged that F45’s rapid-expansion strategy depended heavily on franchisees opening multiple locations quickly and/or franchisees needing near-100% financing, which the complaint characterizes as unsustainable.
On July 26, 2022, F45 announced a major strategic reset—cutting guidance and studio-opening targets, stating a $250M credit line “will not be available,” and announcing layoffs and leadership changes.
The stock allegedly fell more than 60% the next day (from $3.51 to $1.35), after which shareholders filed suit claiming F45 misled investors about the sustainability of its franchise growth and revenue model.
F45 Training Holdings and $FXLV investors reached a $10.5M settlement to resolve claims tied to F45’s IPO Offering Documents and later statements about how it generated franchise-growth revenue.
If you were damaged due to this situation, you may be able to file for a payout and get your share of the settlement. You can check whether you are eligible and review other details in the FAQ section.
Frequently Asked Questions
All Persons and entities who or which purchased or otherwise acquired F45 publicly traded common stock during the period from July 15, 2021 through August 14, 2023, inclusive, (including purchases or acquisitions pursuant and/or traceable to the Offering Documents for F45’s IPO) and were allegedly damaged thereby.
No, if you have purchased securities within the class period, you are eligible to participate.
You can participate in the settlement and retain (or sell) your securities.
The entire process usually takes 4 to 9 months after the claim deadline. But the exact timing depends on the court and settlement administration.
The final payout amount depends on your specific trades and the number of investors participating in the settlement.
If 100% of investors file their claims - the average payout will be $0.06 per share. Although typically only 25% of investors file claims, in this case, the average recovery will be $0.24 per share.
If you're eligible, you can file your claim directly from this case page by clicking the "Collect Payout" button.
More than 100 companies are currently paying out settlements. Connect your brokerage account to automatically check which ones you may have missed — or file manually for this case.
11th.com is an investor recovery company that helps investors track and collect securities class action settlements. We will:
1. Prepare documents for your payout.
2. Audit the claim and make sure you get the maximum possible payout.
3. File a claim with the settlement administration.
4. Correspond with the settlement administration to resolve emerging issues.
5. Deliver payout directly to your brokerage account.
There is no upfront cost, but we will deduct 20% of the recovered amount as a commission for our services.