F45 Fitness Chain Proposes $11M Settlement Over IPO Lawsuit

The Mark Wahlberg-backed company denies wrongdoing but agrees to settle claims it misled investors about growth prospects.

Published on Feb. 25, 2026

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F45 Training Holdings, the Austin-based fitness chain backed by actor Mark Wahlberg, has agreed to pay nearly $11 million to settle a class-action lawsuit brought by shareholders who claim the company misrepresented its growth potential ahead of its 2021 initial public offering. The company isn't admitting guilt as part of the proposed settlement, which still needs court approval.

Why it matters

The case highlights the risks investors face when companies go public, especially in high-growth industries like fitness franchises. It also raises questions about the oversight and transparency required for IPOs, as well as the accountability of celebrity backers like Wahlberg who lend their names to these ventures.

The details

F45 sold 18 million shares through its 2021 IPO, raising over $325 million and valuing the company at $1 billion. But the stock price later plummeted after the company's expected franchise growth faltered, missing touted estimates by 60%. Shareholders alleged F45 overstated its growth potential in IPO filings, offering special terms to multi-franchise operators and financing some openings in ways that reduced revenue.

  • F45 went public in July 2021.
  • The shareholder lawsuit was filed in December 2022, about 18 months after the IPO.
  • F45's CEO resigned in July 2022, and the company was delisted from the NYSE to trade over-the-counter within two years of going public.

The players

F45 Training Holdings Inc.

An Austin-based fitness chain that franchises high-intensity workout studios. It was founded in 2013 in Sydney, Australia, and says it now has nearly 900 locations in the U.S.

Mark Wahlberg

A Hollywood actor and entrepreneur who is a board member and backer of F45.

Kenzie Goer

The lead plaintiff in the shareholder lawsuit against F45.

Pledge Capital LLC

The lead plaintiff in the case.

Police and Fire Retirement System of the City of Detroit

The named plaintiff in the case.

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What’s next

A federal judge in Austin has to sign off on the proposed $11 million settlement. If approved, class members will have a window to file a claim, and attorneys fees will also be awarded from the settlement.

The takeaway

This case highlights the risks investors face when companies go public, especially in high-growth industries, and the importance of transparency and accountability around IPO disclosures. It also raises questions about the role of celebrity backers in vouching for companies' growth prospects.