F45 Training Holdings Inc. (FXLV): History, Ownership, Mission, How It Works & Makes Money

How does a fitness franchisor like F45 Training Holdings Inc. (FXLV), known for its high-intensity interval training, navigate a challenging financial landscape while still expanding its global footprint? You're looking at a company that, despite being delisted from the NYSE in 2023, still operates a network of over 1,800 studios across 53 countries, generating revenue primarily through franchise fees, royalties, and equipment sales. The core question for investors and strategists is whether its scalable, technology-driven model-which saw a 12.4% global Average Unit Volume (AUV) growth in 2024-can defintely overcome a July 2025 market capitalization of just $7.32 million to redefine the boutique fitness industry.

F45 Training Holdings Inc. (FXLV) History

You're looking for the foundational story of F45 Training Holdings Inc. (FXLV), and honestly, it's a classic tale of a strong product-the workout-outrunning its initial business structure. The company's evolution from a single Australian studio to a global franchisor was incredibly fast, but its current financial picture, with a Trailing Twelve Month (TTM) net loss of over $159 million as of late 2025, shows the real-world risks of hyper-growth.

Given Company's Founding Timeline

Year established

The F45 concept began with the opening of its first studio in 2012. The company that became the global franchisor, F45 Training Holdings Inc., was formally established in 2013, which is when the founders sold their first franchise, proving the scalability of the model.

Original location

The original studio was launched in Paddington, a suburb of Sydney, Australia. The company's headquarters later shifted to Austin, Texas, reflecting its focus on the massive North American market.

Founding team members

The company was founded by entrepreneur Adam Gilchrist, who brought franchising expertise, and Rob Deutsch, who focused on developing the fitness model.

Initial capital/funding

While the initial capital was a small, private investment by the founders to launch the first studio, the first major external funding came years later. The most significant capital infusion was the strategic minority investment in 2019, which valued the company at US$450 million.

Given Company's Evolution Milestones

Given Company's Transformative Moments

The company's trajectory was shaped by three core decisions: the shift to a pure-play franchise model, the celebrity endorsement, and the push into adjacent fitness verticals.

• The Franchise Pivot: The founders' decision in 2013 to immediately franchise the concept, rather than own corporate studios, was the single most defintely transformative move. It allowed for hyper-growth, expanding to nearly 200 studios in the first 30 months by leveraging franchisee capital and local market knowledge.
• The Mark Wahlberg Deal: The 2019 investment by Mark Wahlberg's group was more than just capital; it was a brand multiplier. It instantly elevated the company's profile, providing the necessary celebrity power to accelerate US and global expansion. This move was crucial for setting up the 2021 IPO.
• Diversifying the Workout Portfolio: Post-IPO, the company began to acquire and launch new concepts to capture more of the boutique fitness market, moving beyond the core F45 workout. This included launching FS8, a Pilates-yoga hybrid, and acquiring the Pilates studio Vive Active in 2022, which was rebranded to Vaura Pilates.

The current financial reality, with a TTM net loss of -$159.20 million on TTM revenue of $81.95 million as of late 2025, is a major, ongoing transformative moment-a forced restructuring. Here's the quick math: for every dollar of revenue, the company is losing nearly two dollars, signaling unsustainable operating expenses and a massive debt load. You can see the full breakdown of this financial health by Breaking Down F45 Training Holdings Inc. (FXLV) Financial Health: Key Insights for Investors.

F45 Training Holdings Inc. (FXLV) Ownership Structure

The ownership structure of F45 Training Holdings Inc. is highly concentrated and has undergone a fundamental shift, moving from a publicly traded company on the NYSE to a largely private entity trading on the over-the-counter (OTC) market as of November 2025. This move, known as 'going dark,' means the company is no longer subject to the rigorous public reporting requirements of the SEC, which drastically reduces transparency and liquidity for most investors. The focus has shifted from managing a public stock to controlling the business privately for long-term operational stability.

F45 Training Holdings Inc.'s Current Status

F45 Training Holdings Inc. is currently a non-reporting company, trading under the ticker FXLV on the OTCPK (Pink Sheets LLC) market, having voluntarily delisted from the NYSE in late 2023. This delisting was triggered by non-compliance with listing standards, including a persistently low share price-around $0.03 as of November 18, 2025-and delayed public filings. The company's total market capitalization has plummeted from a high of $1.46 billion at its 2021 IPO to approximately $6.34 million as of November 18, 2025, with 98.91 million shares outstanding. The decision to go dark was a strategic move to cut substantial public company costs and allow management to focus on core business operations without the distraction of short-term stock fluctuations. Exploring F45 Training Holdings Inc. (FXLV) Investor Profile: Who's Buying and Why?

F45 Training Holdings Inc.'s Ownership Breakdown

The current ownership breakdown reflects a near-total institutional exit and a highly concentrated control structure. The vast majority of the company's shares are now held by insiders and controlling private entities, with the remaining shares making up a thinly traded public float.

F45 Training Holdings Inc.'s Leadership

The leadership team steering the organization is focused on navigating the company's new private-market reality, prioritizing cost reduction and franchisee relationships. The executive team has seen turnover, but key figures remain in place to execute the strategy following the delisting.

The core leadership as of November 2025 includes:

• Thomas Dowd: Chief Executive Officer (CEO) and President, appointed in March/April 2023. He also serves as a Director.
• Patrick Grosso: Interim Chief Financial Officer (CFO), appointed in July 2023.
• Ryan Mayes: Chief Operating Officer (COO).
• Mark Wahlberg: Chief Brand Officer and Director, a major celebrity backer who continues to influence the brand's visibility.
• Adam Gilchrist: Founder and Director, who stepped down as CEO in 2022 but remains a key shareholder and board member.

This structure ensures that the major shareholders and private backers have direct control over strategic and financial decisions, which is defintely the point of going dark.

F45 Training Holdings Inc. (FXLV) Mission and Values

F45 Training Holdings Inc. (FXLV) stands for more than just a 45-minute workout; its mission centers on delivering innovative, results-driven functional training within a strong, supportive community. This focus on cultural DNA is especially critical now, given the company's market capitalization was just $5.93 million as of March 2025, a stark reminder that mission execution must translate into financial stability.

Here's the quick math: when your market value struggles, your core purpose-what you stand for-is the only thing that keeps franchisees and members engaged. You can't afford to lose sight of that. Breaking Down F45 Training Holdings Inc. (FXLV) Financial Health: Key Insights for Investors

F45 Training Holdings Inc.'s Core Purpose

The company's core purpose, which is now channeled through its new parent entity, FIT (Functional Inspired Training) House of Brands, is about holistic wellness and scalable growth. This shift, announced in March 2025, shows a strategic move to broaden the brand beyond just the high-intensity interval training (HIIT) model.

The strategic foundation rests on three pillars, which are the real-world expression of their core values:

• The Power of Movement: Designing workouts and recovery to maximize results and promote long-term health.
• The Strength of Community: Fostering supportive and engaged fitness communities globally.
• The Future of Wellness: Building a scalable business model that ensures continued innovation and expansion into new modalities like FS8 and VAURA Pilates.

Official mission statement

The formal mission statement for F45 Training Holdings Inc. is designed to be a clear, actionable mandate for its global network of studios, which reported a total revenue of $136.4 million in 2024, primarily from franchise operations.

• Provide innovative, functional group workouts that are fast, fun, and results-driven.
• Foster a supportive community and empower individuals to achieve their health and wellness goals.

Honestly, the mission is solid, but the challenge is ensuring the 'supportive community' part is defintely delivered across over 3,300 studios sold in more than 67 countries.

Vision statement

The company's vision is focused on leading the boutique fitness industry through disruption and a commitment to a non-intimidating, high-quality experience. This vision is what drives their expansion into new concepts like recovery and specialized programs.

• Lead innovation and disrupt the boutique fitness industry globally.
• Redefine how people experience fitness by inspiring enthusiasts worldwide.
• Deliver exceptional results through functional training, eliminating the need for mirrors, mics, or egos in studios.

F45 Training Holdings Inc. slogan/tagline

The most recent and prominent tagline, launched as part of a May 2025 global brand campaign, is a statement that positions the brand as a complete lifestyle solution, not just a place to sweat.

• This is F45 Training.

This simple slogan emphasizes authenticity and the all-encompassing nature of the F45 experience-it's a lifestyle, not just a workout. The campaign highlights that the community is their superpower, fighting 'gymtimidation' by focusing on real training and real results.

F45 Training Holdings Inc. (FXLV) How It Works

F45 Training Holdings Inc. operates as a global fitness franchisor, providing a standardized, technology-driven group workout experience through a multi-brand portfolio of studios. The company's core business model is built on recurring revenue from franchisees-collecting initial fees, selling proprietary equipment, and earning ongoing royalties.

The company delivers value by creating short, intense, and varied workouts that require minimal real estate and a small staff, making the model highly scalable for franchisees and attractive to members seeking efficiency. Breaking Down F45 Training Holdings Inc. (FXLV) Financial Health: Key Insights for Investors is a great resource if you want to dig into the financials, but here is how the business actually functions on the ground.

F45 Training Holdings Inc.'s Product/Service Portfolio

The company has strategically expanded beyond its flagship brand to capture a wider share of the boutique fitness market, now operating three distinct studio concepts. This multi-brand approach diversifies its revenue streams and target demographics.

F45 Training Holdings Inc.'s Operational Framework

The operational success of F45 Training hinges on its standardized, asset-light franchise model combined with centralized content delivery. The company sells a complete business system, not just a brand name.

• Franchise Sales and Support: The company sells a franchise license, which includes a standardized studio design, initial training, and a complete equipment package (known as a World Pack). They sold 87 franchises across the portfolio in 2024, demonstrating continued expansion momentum.
• Centralized Content Delivery: All workout programming is created centrally and delivered via a proprietary, digitally-connected network of in-studio screens. This eliminates the need for franchisees to hire expensive fitness directors to design daily workouts.
• Revenue Streams: Revenue is generated through three main channels: initial franchise fees (typically around $50,000), the mandatory sale of equipment (World Packs) to new studios, and ongoing royalty payments (estimated at 7-8% of a studio's gross revenue).
• Strategic Wellness Integration: The company is enhancing its ecosystem through partnerships, like the one with telehealth provider Dr. B, which allows members access to GLP-1 medications combined with F45's fitness and nutrition tools, creating a holistic wellness offering.

Here's the quick math: a studio that hits the 2024 global Average Unit Volume (AUV) growth of 12.4% is a much easier sell to a prospective franchisee.

F45 Training Holdings Inc.'s Strategic Advantages

The company's ability to succeed in the crowded boutique fitness market comes down to a few distinct competitive advantages that are defintely hard to replicate.

• Standardized, High-Retention Product: The 45-minute, no-two-workouts-are-the-same format drives high member engagement and retention. This consistency allows for a globally recognized, repeatable brand experience.
• Scalability via Low-Cost Franchise Model: The model is designed for rapid, global expansion because the initial investment for a franchisee (averaging $350,000 to $500,000) is relatively low compared to large, full-service gyms. The small footprint and minimal staff requirements keep operating expenses in check.
• Technology as a Core Differentiator: Using in-studio digital screens for all workout instruction reduces reliance on high-cost personal trainers and ensures perfect program execution across thousands of global locations.
• Multi-Brand Portfolio Growth: The introduction of FS8 (up 23.9% in AUVs in 2024) and VAURA Pilates allows the company to capture members who prefer low-impact training, protecting them from market shifts away from pure H.I.I.T.

What this estimate hides is the financial pressure from debt, but operationally, the franchise model is structurally sound.

F45 Training Holdings Inc. (FXLV) How It Makes Money

F45 Training Holdings Inc. primarily makes money through a capital-light, recurring-revenue franchise model, collecting initial franchise fees, ongoing royalties from studio sales, and revenue from mandatory equipment and merchandise sales to its global network of studios.

F45 Training Holdings Inc.'s Revenue Breakdown

As a seasoned analyst, I look past the top-line number to see where the cash flow engine is running. The company's revenue streams are split into two core segments: Franchise revenue (initial fees and ongoing royalties) and Equipment & Merchandise revenue (selling its proprietary World Packs of equipment). Based on the latest available segment data from the second quarter of 2023, the vast majority of revenue came from the franchise side. This is defintely a good sign for a franchise model, as recurring fees are more predictable than one-time equipment sales.

Here's the quick math: For the quarter ending June 30, 2023, Franchise Revenue was approximately $14.48 million, and Equipment and Merchandise Revenue was approximately $2.55 million, totaling $17.04 million in revenue. The overall revenue trend has been significantly decreasing year-over-year, which is the main risk to monitor. You need to see that Franchise Revenue percentage hold up as the studio base matures.

Business Economics

The core economic model is designed to shift most of the capital expenditure risk onto the franchisee while securing a steady stream of high-margin recurring revenue for F45 Training Holdings Inc. The key is in the ongoing fees, which create a predictable cash flow stream regardless of whether the company sells new franchises or not. The initial investment for a franchisee ranges from $349,000 to $786,000, which includes a one-time initial franchise fee of roughly $50,000.

• Royalty Fee: The company charges the greater of 7% of a studio's gross sales or a minimum of $2,500 per month. This structure protects the franchisor during low-sales periods, guaranteeing a minimum monthly income stream per studio.
• Marketing Contribution: Franchisees also pay a fixed monthly marketing fee of $2,500, plus a brand fund fee of 2% of gross sales or a minimum of $200 per month. This centralized marketing spend helps maintain brand value globally.
• Equipment Sales: New studios must purchase a proprietary equipment package, often called the 'World Pack,' which is a significant one-time revenue source for the company with a high gross margin. The decrease in this segment's contribution is directly tied to the slowing pace of new studio openings.

The goal is to maximize Average Unit Volume (AUV) and Same Store Sales (SSS) growth, which directly increases the 7% royalty take. For a deeper look at the investors betting on this model, you might want to read Exploring F45 Training Holdings Inc. (FXLV) Investor Profile: Who's Buying and Why?

F45 Training Holdings Inc.'s Financial Performance

Financial performance as of November 2025 reflects a company in a challenging turnaround phase, prioritizing cost control and liquidity over aggressive expansion. The numbers show a business with high gross profitability but significant operating expenses and debt. You need to focus on the cash position and the path to profitability, not just the revenue line.

• Revenue (TTM): Trailing Twelve Months (TTM) revenue ending mid-2023 was $81.95 million, a sharp decline from previous periods.
• Net Loss (TTM): The company reported a substantial TTM Net Loss of $159.20 million ending mid-2023, indicating severe operating losses.
• Gross Margin: The TTM Gross Margin is strong at 70.72%, which highlights the high-margin nature of the franchise and equipment business. The problem is on the operating expense side.
• Liquidity: The Current Ratio is 1.52, suggesting the company has enough current assets to cover its short-term liabilities, but the Quick Ratio is lower at 0.71, which means it relies on inventory (like equipment) to meet those obligations.
• Debt Load: The company holds approximately $148.57 million in debt against $34.45 million in cash, resulting in a negative net cash position of over $114 million. That debt-to-cash ratio is a major concern.

The high gross margin proves the product works, but the massive net loss shows the corporate structure and past expansion costs were unsustainable. The near-term focus must be on aggressively cutting Selling, General & Administrative (SG&A) expenses to close the gap between that 70.72% gross margin and the deeply negative profit margin.

F45 Training Holdings Inc. (FXLV) Market Position & Future Outlook

F45 Training Holdings Inc. currently holds a precarious market position, with a strategic focus shifted entirely from aggressive global expansion to survival and achieving positive cash flow. While the core product remains strong, the company's financial health is severely distressed, evidenced by a market capitalization of only $6.34 million as of November 18, 2025, and a trailing twelve-month net loss of -$159.20 million.

The company is in a defintely critical turnaround phase, where its future hinges on successful cost-cutting and franchisee financial stability. You need to view this as a high-risk, high-reward situation, not a steady-growth franchise play.

Competitive Landscape

In the broader fitness market, F45 Training Holdings Inc. operates in the highly competitive boutique fitness segment, but its scale is dwarfed by both specialized boutique franchisors and mass-market gym operators. The company holds less than 1% of the global fitness franchise market, putting it far behind its primary public competitors.

Opportunities & Challenges

The path forward for F45 Training Holdings Inc. is narrow, requiring flawless execution on cost control and a renewed focus on franchisee unit economics (how much money a single studio makes). The key opportunities are tied directly to its core product strength, but the financial risks are existential.

Industry Position

F45 Training Holdings Inc. is currently a micro-cap player in a market dominated by giants like Planet Fitness and diversified boutique platforms like Xponential Fitness. The company's Trailing Twelve-Month (TTM) revenue of $81.95 million is a fraction of the $1.331 billion projected for Planet Fitness in fiscal year 2025.

• Scale Disparity: F45 operates approximately 1,800 studios globally, significantly less than Planet Fitness's network of over 2,800 clubs.
• Financial Stress: A TTM negative profit margin of -194.27% indicates severe operational inefficiencies and cash burn, a stark contrast to the positive EBITDA margins of its competitors.
• Core Strength: Its primary competitive advantage remains its highly standardized, constantly varied workout program, which fosters strong community engagement-a key differentiator in the boutique space.

The company is not competing on price or sheer volume; it must compete on the quality and consistency of its functional training product and its ability to support its franchisees. For a deeper dive into the capital behind the company's volatility, read Exploring F45 Training Holdings Inc. (FXLV) Investor Profile: Who's Buying and Why?