On February 27, 2023, Labaton Keller Sucharow was appointed Lead Counsel in a securities class action against F45 Training Holdings, Inc. (F45 or the Company) and certain officer, director, entity, and underwriter defendants (together with F45, Defendants). F45 is a fitness franchisor that licenses the F45 Training brand in over 70 countries. The Company offers a 45-minute high-intensity workout distributed primarily through its technology-enabled platform. F45’s revenue and profits are allegedly primarily derived from fees charged to its franchisees, including upfront establishment fees and monthly recurring franchise fees. F45 initially sought to go public in 2020, though the COVID-19 pandemic delayed F45’s initial public offering (IPO) until July 2021.
On May 19, 2023, Plaintiffs filed an Amended Class Action Complaint for Violations of the Federal Securities Laws asserting claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 (Securities Act) in connection with F45’s IPO, and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (Exchange Act). The complaint alleged that investors were misled by materially false and misleading statements and omissions in the Offering Documents issued in connection with F45’s IPO, as well as statements made by Defendants throughout the period from July 15, 2021, through August 14, 2023, inclusive. Specifically, the complaint alleged that investors were told that F45 could maintain a substantial rate of growth and scale of operations; however, in reality, F45’s business model was allegedly reliant on undisclosed and unsustainable practices. This includes allegations that Defendants (i) overstated or distorted key operating metrics, including “New Franchises Sold” and “Initial Studio Openings;” (ii) used aggressive sales practices to prop up growth; and (iii) created new loan financing options in collaboration with Fortress Credit, with minimal due diligence for the potential franchisee’s creditworthiness or ability to purchase, open, and successfully manage F45 studios.
On October 23, 2023, F45 filed a Form 10-K for the year ended December 31, 2022, which included the restatement of the Company’s consolidated financial statements for the year ended December 31, 2021, along with restated interim financial statements for the periods ended March 31, 2022, June 30, 2022, and September 30, 2022 (the Restatement). On January 25, 2024, Plaintiffs filed a Second Amended Class Action Complaint for Violations of the Federal Securities Laws (the Complaint), which added facts and allegations relating to F45’s Restatement.
On March 11, 2024, Defendants filed a motion to dismiss the Complaint, which Plaintiffs opposed. After briefing, on February 21, 2025, the Court issued an opinion granting in part, and denying in part, Defendants’ motion to dismiss. Specifically, the Court denied Defendants’ motion to dismiss with respect to certain misstatements and omissions pled in connection with the complaint’s claims under Sections 11 and 12(a) of the Securities Act, but otherwise granted Defendants’ motion with respect to the remaining misstatements, control person allegations under Section 15 of the Securities Act, and the Exchange Act claims. Beginning in July 2025, the Parties began engaging in formal discovery efforts.
On November 18, 2025, counsel for Plaintiffs and F45 met in person for a full-day mediation before the Mediator. Despite extensive arm’s length negotiations, Plaintiffs and F45 were unable to reach an agreement but agreed to continue negotiations. On November 25, 2025, after several one-on-one discussions between counsel for Plaintiffs and F45, under the auspices of the Mediator, Plaintiffs and the Settling Defendants reached an agreement in principle to settle. On January 30, 2026, the parties filed a status report notifying the Court that they had reached an agreement in principle to settle the matter. On February 13, 2026, Plaintiffs and the Settling Defendants executed a Stipulation and Agreement of Settlement.
The settlement provides for a cash payment of $10.5 million to resolve claims on behalf of all persons and entities who or which purchased or otherwise acquired F45 publicly traded common stock during the Class Period (including purchases or acquisitions pursuant and/or traceable to the Offering Documents for F45’s IPO) and were allegedly damaged thereby.
On February 17, 2026, Plaintiffs filed a motion for preliminary approval of the proposed class action settlement. On April 16, 2026, the court issued an order granting Plaintiffs’ motion.
The case is In re F45 Training Holdings, Inc. Securities Litigation, No. 1:22-cv-01291-DAE (W.D. Tex.). The Action is assigned to the Honorable David A. Ezra, United States District Judge. Labaton Keller Sucharow represents Lead Plaintiff Pledge Capital LLC and named plaintiff Police and Fire Retirement System of the City of Detroit.
