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What changed in Planet Fitness, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Planet Fitness, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+343 added−339 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-25)

Top changes in Planet Fitness, Inc.'s 2025 10-K

343 paragraphs added · 339 removed · 297 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

80 edited+8 added−10 removed68 unchanged
Biggest changeIn 2024, we recorded revenues of $1.2 billion and had system-wide sales of $4.8 billion, which we define as monthly dues and annual fees billed by us and our franchisees. We ended the year with approximately 19.7 million members and 2,722 clubs in all 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico, Australia and Spain.
Biggest changeWe ended the year with approximately 20.8 million members and 2,896 clubs (2,604 franchisee-owned and 292 corporate-owned) located in all 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico, Australia and Spain. System-wide sales for 2025 included $4.7 billion attributable to franchisee-owned clubs, from which we generate royalty revenue, and $552.2 million attributable to our corporate-owned clubs.
We encourage this upgrade by continuing to enhance the value of our PF Black Card benefits through the ability to use any Planet Fitness location, free guest privileges, access premium content and PF Perks on the Planet Fitness mobile app and additional in-club amenities, such as tanning equipment, water massage beds, massage chairs and hot/cold recovery lounges.
We encourage this upgrade by continuing to enhance the value of our PF Black Card benefits through the ability to use any Planet Fitness location, free guest privileges, access premium content and PF Perks on the Planet Fitness mobile app and additional in-club amenities, such as water massage beds and chairs, massage chairs, tanning equipment and hot/cold recovery lounges.
We continue to update and expand Planet Fitness University, a comprehensive training resource to help franchisees operate successful clubs. Courses are delivered online, and content focuses on customer service, operational policies, brand standards, cleanliness, security awareness, crisis management and vendor product information. The core online curriculum is offered in both English and Spanish to support our Spanish-speaking employees.
Training . We continue to update and expand Planet Fitness University, a comprehensive training resource to help franchisees operate successful clubs. Courses are delivered online, and content focuses on customer service, operational policies, brand standards, cleanliness, security awareness, crisis management and vendor product information. The core online curriculum is offered in both English and Spanish to support our Spanish-speaking employees.
We regularly add and improve the content available on Planet Fitness University as a no-cost service to help enhance training programs for franchisees. Additional training opportunities offered to our franchisees include new owner orientation, operations training and workshops held at our New Hampshire Club Support Center, in clubs and through regularly held webinars and seminars. Operational support and communication .
We regularly add and improve the content available on Planet Fitness University as a no-cost service to help enhance training programs for franchisees. Additional training opportunities offered to our franchisees include new owner orientation, operations training and workshops held at our Club Support Center, in clubs and through regularly held webinars and seminars. Operational support and communication .
Members’ etiquette typically includes wiping down the equipment before and after use with our sanitization spray. • Exceptional value for members : In the U.S., starting at only $15 per month to new members, our standard Classic Card membership includes unlimited access to one Planet Fitness location and unlimited free fitness instruction to all members in small groups.
Members’ etiquette typically includes wiping down the equipment before and after use with our sanitization spray. • Exceptional value for members : In the U.S., starting at only $15 per month to new members, our standard Classic Card membership includes unlimited access to one Planet Fitness location and unlimited free fitness instruction in small groups.
See also “Risk Factors—Risks related to our business and industry—The high level of competition in the health and fitness industry could materially and adversely affect our business.” Suppliers Franchisees are required to purchase fitness equipment from us (or our required vendors in the case of franchisees located in certain international markets) and are required to purchase various other items from vendors that we approve.
See also “Risk Factors—Risks related to our business and industry—The high level of competition in the health, fitness and wellness industry could materially and adversely affect our business.” Suppliers Franchisees are required to purchase fitness equipment from us (or our required vendors in the case of franchisees located in certain international markets) and are required to purchase various other items from vendors that we approve.
We are committed to providing equitable, comprehensive and competitive pay and benefits. • We are committed to providing competitive pay that aligns with job responsibilities, experience, skills, and geographic location. • We have an annual corporate bonus program designed to align and reward team member performance with company performance. • We support financial well-being through our retirement savings plan and offer an employee stock purchase plan. • We provide a comprehensive employee assistance program to all team members. • We provide a free Black Card membership to all team members. • We support work life balance with our paid time off programs and hybrid work schedule. • We provide health insurance, telehealth, prescription drug benefits, dental insurance, vision insurance, life insurance, disability insurance, health and flexible spending accounts, paid parental leave, childcare reimbursement and wellness initiatives to eligible team members.
We are committed to providing equitable, comprehensive and competitive pay and benefits. • We are committed to providing competitive pay that aligns with job responsibilities, experience, skills, and geographic location. • We have an annual corporate bonus program designed to align and reward team member performance with company performance. • We support financial well-being through our retirement savings plan and offer an employee stock purchase plan. • We provide a comprehensive employee assistance program to all team members. • We provide a free Black Card membership to all team members. • We support work life balance with our paid time off programs and hybrid work schedule. • We provide health insurance, telehealth, prescription drug benefits, dental insurance, vision insurance, life insurance, disability insurance, health savings accounts, health and dependent care flexible spending accounts, tuition reimbursement, paid parental leave, childcare reimbursement and wellness initiatives to eligible team members.
Inclusion & Belonging In our clubs and Club Support Centers, we’re committed to fostering an environment where all team members and members feel accepted, respected, and like they belong. We believe that a variety of thoughts, perspectives, experiences, and backgrounds within our workforce makes us stronger and is core to who we are as a brand.
Inclusion & Belonging In our clubs and Club Support Center, we’re committed to fostering an environment where all team members and members feel accepted, respected, and like they belong. We believe that a variety of thoughts, perspectives, experiences, and backgrounds within our workforce makes us stronger and is core to who we are as a brand.
We work to foster inclusion and belonging across our organization through programs and partnerships focused on addressing our short and long-term business priorities. Planet Fitness discloses workforce representation across ethnic/racial groups, gender and employee level. More information can be found in our 2024 ESG Report to be published in the spring of 2025.
We work to foster inclusion and belonging across our organization through programs and partnerships focused on addressing our short and long-term business priorities. Planet Fitness discloses workforce representation across ethnic/racial groups, gender and employee level. More information can be found in our 2025 ESG Report to be published in the spring of 2026.
Our streamlined model features relatively fixed labor costs, minimal inventory, automatic billing and limited cash transactions. The attractiveness of our franchise model is further evidenced by the fact that our franchisees re-invest their capital into the brand, with substantially all of our new clubs in 2024 opened by our existing franchisee base.
Our streamlined model features relatively fixed labor costs, minimal inventory, automatic billing and limited cash transactions. The attractiveness of our franchise model is further evidenced by the fact that our franchisees re-invest their capital into the brand, with substantially all of our new clubs in 2025 opened by our existing franchisee base.
For the past 10 years, we have sponsored “Dick Clark’s New Year’s Rockin’ Eve with Ryan Seacrest,” and have been the sole presenting sponsor of the Times Square New Year’s Eve celebration through the Times Square Alliance, allowing the brand to be featured prominently in TV broadcasts covering Times Square during the celebration.
For the past 11 years, we have sponsored “Dick Clark’s New Year’s Rockin’ Eve with Ryan Seacrest,” and have been the sole presenting sponsor of the Times Square New Year’s Eve celebration through the Times Square Alliance, allowing the brand to be featured prominently in TV broadcasts covering Times Square during the celebration.
Belonging to a Planet Fitness club has perks whether members select the standard Classic Card membership or the premium PF Black Card membership. Every member can take advantage of PF Perks and gets free, unlimited fitness instruction included in their monthly membership fee.
Belonging to a Planet Fitness club has perks whether members select the standard Classic Card membership or the premium PF Black Card membership. Every member can take advantage of PF Perks and get free, unlimited fitness instruction included in their monthly membership fee.
We utilize electronic funds transfer (“EFT”) as our primary method of collecting monthly dues and annual membership fees. Approximately 82% of membership fee payments to our corporate-owned and franchise clubs are collected via Automated Clearing House (“ACH”) direct debit.
We utilize electronic funds transfer (“EFT”) as our primary method of collecting monthly dues and annual membership fees. Approximately 87% of membership fee payments to our corporate-owned and franchise clubs are collected via Automated Clearing House (“ACH”) direct debit.
For a reconciliation of Segment Adjusted EBITDA margin to four-wall Adjusted EBITDA margin to Royalty adjusted four-wall EBITDA margin for corporate-owned clubs, see “Reconciliations of Non-GAAP Financial Measures.” Planet Fitness – Home of the Judgement Free Zone We bring fitness to a large, previously underserved segment of the population.
For a reconciliation of Segment Adjusted EBITDA margin to four-wall Adjusted EBITDA margin to Royalty adjusted four-wall EBITDA margin for corporate-owned clubs, see “Reconciliations of Non-GAAP Financial Measures.” Planet Fitness – Judgement Free We bring fitness to a large, previously underserved segment of the population.
In 2024, approximately 90% of both our corporate-owned club and franchise revenues consisted of recurring revenue streams, which include royalties, monthly dues and annual fees. Our franchisees are obligated to purchase fitness equipment from us or our required vendors for their new clubs and to replace this equipment approximately every five to nine years.
In 2025, over 90% of both our corporate-owned club and franchise revenues consisted of recurring revenue streams, which include royalties, monthly dues and annual fees. Our franchisees are obligated to purchase fitness equipment from us or our required vendors for their new clubs and to replace this equipment approximately every five to nine years.
Because our clubs are successful across a wide range of 5 Table of Contents geographies and demographics with varying market characteristics, we believe that our high level of brand awareness and low per capita penetration creates a significant opportunity to open new Planet Fitness clubs both in the U.S. and internationally.
Because our clubs are successful across a wide range of geographies and demographics with varying market characteristics, we believe that our high level of brand awareness and low per capita penetration creates a significant opportunity to open new Planet Fitness clubs both in the U.S. and internationally.
Our members generally pay the following amounts (or an equivalent amount in the club’s local currency): • monthly membership dues starting at only $15 to new members for our standard Classic Card membership, or $24.99 for PF Black Card membership; • current standard annual fees of $49; and • enrollment fees of $0 to $59.
Our members generally pay the following amounts (or an equivalent amount in the club’s local currency): 6 Table of Contents • monthly membership dues starting at only $15 to new members for our standard Classic Card membership, or $24.99 for PF Black Card membership; • current standard annual fees of $49; and • enrollment fees of $0 to $59.
We have developed a highly relatable and recognizable brand focused on providing our members with a judgement free environment. We do so through fun and memorable marketing campaigns and in-club signage.
We have developed a highly relatable and recognizable brand focused on providing our members with a judgement free environment. We do so through uplifting and memorable marketing campaigns and in-club signage.
Membership We make it simple for members to join, whether online, through our mobile application or in-club—no pushy sales tactics, no pressure and no complicated rate structures.
Membership We make it simple for members to join and manage their membership, whether online, through our mobile application or in-club—no pushy sales tactics, no pressure and no complicated rate structures.
Approximately 20% of our clubs are located in areas that the U.S. government deems “low income,” providing access to improve health and wellness in underserved communities.
Approximately 22% of our clubs are located in areas that the U.S. government deems “low income,” providing access to improve health and wellness in underserved communities.
Franchisee support We live and breathe the motto One Team, One Planet in our daily interactions with franchisees. We designed our franchise model to be streamlined and easy-to-operate, with efficient staffing and minimal inventory, and is supported by an active, engaged franchise operations system. We provide our franchisees with operational support, marketing materials and training resources. Training .
Franchisee support We live and breathe the motto One Team, One Planet in our daily interactions with franchisees. We designed our franchise model to be streamlined and easy-to-operate, with efficient staffing and minimal inventory, and is supported by an active, 9 Table of Contents engaged franchise operations system. We provide our franchisees with operational support, marketing materials and training resources.
Ongoing programs at Planet Fitness include professional level workshops led by our training department, in addition to LeadDev, our competency-based leadership development program for the accelerated development of our highest potential team members. In 2024, there were over 39,000 active users of the PF University platform across our franchise community.
Ongoing programs at Planet Fitness include professional level workshops led by our training department, in addition to LeadDev, our competency-based leadership development program for the accelerated development of our highest potential team members. In 2025, there were over 40,000 active users of the PF University platform across our franchise community.
In addition, we estimate that our U.S. national advertising fund, funded by franchisees and us, together with our requirement that franchisees spend 7% of their monthly membership dues on local advertising, enabled us and our franchisees to spend over $330 million combined in 2024. • Exceptional value proposition that appeals to a broad member demographic .
In addition, we estimate that our U.S. national advertising fund, funded by franchisees and us, together with our requirement that franchisees spend 7% of their monthly membership dues on local advertising, enabled us and our franchisees to spend over $360 million combined in 2025. • Exceptional value proposition that appeals to a broad member demographic .
Intellectual property We own many registered trademarks and service marks in the U.S. and in other countries, including “Planet Fitness,” “Judgement Free Zone,” “PE@PF,” “Lunk Alarm,” “Black Card,” “PF Black Card,” “No Gymtimidation,” “Grow Stronger Together,” “You Belong,” “The Judgement Free Generation,” “PF + ” and various other trademarks and trade dress.
Intellectual property We own many registered trademarks and service marks in the U.S. and in other countries, including “Planet Fitness,” “PF,” “Judgement Free Zone,” “PE@PF,” “Lunk Alarm,” “Black Card,” “PF Black Card,” “Black Card Spa,” “No Gymtimidation,” “You Belong,” “The Judgement Free Generation,” “PF + ” and various other trademarks and trade dress.
Our current franchise agreement requires franchisees in the U.S. and Canada to spend 7% of their monthly dues on local marketing to support branding efforts and promotional sale periods throughout the year.
Our current franchise agreement requires our franchisees and corporate-owned clubs in the U.S. and Canada to spend 7% of their monthly dues on local marketing to support branding efforts and promotional sale periods throughout the year.
As the population in the markets where we operate continue to focus on health and wellness, we believe we are well-positioned to capture a disproportionate share of these populations given our affordability and appeal to all fitness levels. Over the years, we have seen our membership penetration rates of each successive generation increase compared to the previous generations.
As the population in the markets where we operate continues to focus on health and wellness, we believe we are well-positioned to capture a disproportionate share of this population given our affordability and appeal to all fitness levels. Over the years, we have seen our membership penetration rates of each successive generation increase compared to the previous generations.
We believe these systems are scalable to support our growth plans. Our back-office computer systems are comprised of a variety of technologies designed to assist in the management and analysis of our revenues, costs and key operational metrics as well as support the daily operations of our Corporate Support Centers.
We believe these systems are scalable to support our growth plans. Our back-office computer systems are comprised of a variety of technologies designed to assist in the management and analysis of our revenues, costs and key operational metrics as well as support the daily operations of our Club Support Center.
Both our standard Classic Card and PF Black Card memberships are priced significantly below the 2023 industry average of $65 per month, the latest available estimate from our industry’s trade association, the Health & Fitness Association, formerly known as the International Health, Racquet & Sportsclub Association.
Both our standard Classic Card and PF Black Card memberships are priced significantly below the 2024 industry average of $69 per month, the latest available estimate from our industry’s trade association, the Health & Fitness Association, formerly known as the International Health, Racquet & Sportsclub Association.
And, for generally $24.99 per month, our PF Black Card members have access to all of our clubs system-wide and can bring a guest on each visit, which provides an additional opportunity to attract new 4 Table of Contents members.
And for $24.99 per month for new members, our PF Black Card members have access to all of our clubs system-wide and can bring a guest on each visit, which provides an additional opportunity to attract new members.
Franchisees must abide by our club design 9 Table of Contents standards and requirements related to finishes, fixtures, equipment, and brand design elements. We believe these elements are critical to ensure brand consistency and member experience system-wide.
Franchisees must abide by our club design standards and requirements related to finishes, fixtures, equipment, and brand design elements. We believe these elements are critical to ensure brand consistency and member experience system-wide.
In situations where multiple ownership groups exist in a geographic area, we have the right to require franchisees to form or join regional marketing cooperatives to maximize the impact of their marketing spending. Our corporate-owned clubs contribute to, and participate in, regional marketing cooperatives with franchisees where practical.
In situations where multiple ownership groups exist in a geographic area, we have the right to require franchisees to form or join regional marketing cooperatives to maximize the impact of their marketing spending. Our corporate-owned clubs 10 Table of Contents participate in regional marketing cooperatives with franchisees, where practical.
We offer over 60 courses through Planet Fitness University, our online training development program available to all team members. In order to support franchisees’ growing leadership teams, we offer an operations leadership training to assist with 12 Table of Contents the onboarding and training process for multi-unit leaders and executives who are new to the brand.
We offer over 50 courses through Planet Fitness University, our online training development program available to all team members. In order to support franchisees’ growing leadership teams, we offer an operations leadership training to assist with the onboarding and training process for multi-unit leaders and executives who are new to the brand.
In 2024, our corporate-owned clubs had a Segment Adjusted EBITDA margin of 37.6% and clubs that have been in operation for more than 12 months had average unit volumes (“AUVs”) of approximately $1.9 million with four-wall Adjusted EBITDA margins (an assessment of club-level profitability which includes local and national advertising expense) of approximately 42.2%, or approximately 35.1% after applying the current 7% royalty rate.
In 2025, our corporate-owned clubs had a Segment Adjusted EBITDA margin of 37.8% and clubs that have been in operation for more than 12 months had average unit volumes (“AUVs”) of approximately $2.0 million with four-wall Adjusted EBITDA margins (an assessment of club-level profitability which includes local and national advertising expense) of approximately 42.7%, or approximately 35.3% after applying the current 7% royalty rate.
We see Planet Fitness as a community gathering place, and the heart of our marketing strategy is to reinforce the “feel good” mental and physical benefits of exercise and create a welcoming in-club environment for our members. 10 Table of Contents Marketing spending National advertising . We support our franchisees both at a national and local level.
We see Planet Fitness as a community gathering place, and the heart of our marketing strategy is to reinforce the “feel good” mental and physical benefits of exercise and create a welcoming in-club environment for our members. Marketing spending National advertising . We support our franchisees and corporate-owned clubs both at a national and local level.
We make each other feel accepted and supported, leading to resilience, confidence and growth within fitness and life. • Distinct club experience : Because our clubs are typically 20,000 square feet and we do not offer non-essential amenities such as group exercise classes, pools, day care centers and juice bars, we have more space for the equipment our members do use.
Our brand promise is to Grow Stronger Together - we make each other feel accepted and supported on their fitness journeys, leading to resilience, confidence and growth within fitness and life. • Distinct club experience : Because our clubs are typically 20,000 square feet and we do not offer non-essential amenities such as group exercise classes, pools, day care centers and juice bars, we have more space for the equipment our members do use.
We manage the NAF and CAF for franchisees and corporate-owned clubs, with the goals of generating national awareness through advertising and media partnerships, developing and maintaining creative assets to support local sale periods throughout the year, and building and supporting the Planet Fitness community via digital, social media and public relations.
We manage the National Advertising Fund (“NAF”) and Canadian Advertising Fund (“CAF” collectively with the NAF, the “NAFs”) for franchisees and corporate-owned clubs, with the goals of generating national awareness through advertising and media partnerships, developing and maintaining creative assets to support local sale periods throughout the year, and building and supporting the Planet Fitness community via digital, social media and public relations.
This competition is more significant internationally, where we have a limited number of clubs and limited brand recognition.
The competition we face is more significant internationally, where we have a limited number of clubs and more limited brand recognition.
With our Judgement Free Zone principle as a solid foundation, the Judgement Free Generation aims to empower the next generation to prioritize both their mental and physical health and promote a more judgement free planet— a place where everyone feels accepted and like they belong.
With our Judgement Free Zone principle as a solid foundation, the Judgement Free Generation aims to empower the next generation to prioritize their physical, emotional and social wellbeing and promote a more judgement free planet— a place where everyone feels accepted and like they belong.
As of December 31, 2024, approximately 99% of all franchise clubs were owned and operated by a franchisee group that owned at least three clubs, and while our largest franchisee owned 196 clubs, only 44% of our franchisee groups own 10 or more clubs.
As of December 31, 2025, approximately 98% of all franchise clubs were owned and operated by a franchisee group that owned at least three clubs, and while our largest franchisee owned 208 clubs, only 44% of our franchisee groups own 10 or more clubs.
Competitive Pay and Benefits Our compensation and benefits are designed to support our team members and their families’ financial, physical and mental well-being.
Competitive Pay and Benefits 12 Table of Contents Our compensation and benefits are designed to support our team members and their families’ financial, physical and mental well-being.
PF Black Card benefits extend beyond our club as well, with exclusive specials and enhanced discount offers from select third-party retail partners in our PF Perks program. While some of our memberships require a cancellation fee, we offer, and require our franchisees to offer, a non-committal membership option. As of December 31, 2024, we had approximately 19.7 million members.
PF Black Card benefits extend beyond our club as well, with exclusive specials and enhanced discount offers from select third-party retail partners in our PF Perks program. While some of our memberships require a cancellation fee, we offer, and require our franchisees to offer, a non-committal membership option.
Since 2016, we have partnered with Boys & Girls Clubs of America to make a meaningful impact on the lives of today’s youth, and together with our franchisees, members, team members, and vendors, Planet Fitness has donated more than $10.7 million to support youth well-being and pro-kindness initiatives.
Since 2016, we have partnered with Boys & Girls Clubs of America to make a meaningful impact on the lives of today’s youth, positively impacting more than 500,000 youth annually and together with our franchisees, members, team members, and vendors, Planet Fitness has donated more than $12.0 million since the partnership began to support youth well-being and pro-kindness initiatives.
Based on our internal and third-party analyses, we believe we have the potential to grow our club base to over 5,000 clubs in the U.S. alone. • Drive revenue growth and system-wide same club sales .
Based on our internal and third-party analyses, we believe we have the potential to grow our club base to over 5,000 clubs in the U.S. alone.
The current franchise agreement stipulates a 12-year term. Additionally, franchisees must purchase equipment from us (or our required vendors in the case of our franchisees located in certain international markets) and generally replace the fitness equipment in their clubs and refurbish and remodel their clubs periodically.
The current franchise agreement stipulates a 12-year term. Additionally, franchisees must purchase equipment from us (or our required vendors in the case of our franchisees located in certain international markets) and generally replace the fitness equipment in their clubs every five to nine years, based on club volume, and refurbish and remodel their clubs in year 12.
Our PF Black Card members also have access to exclusive areas in our clubs that provide amenities such as water massage beds, massage chairs, tanning equipment and more .
Our PF Black Card members also have access to exclusive areas in our clubs that provide amenities such as water massage 4 Table of Contents beds and chairs, massage chairs, tanning equipment, hot/cold recovery lounges and more .
Our clubs We had 2,722 clubs system-wide as of December 31, 2024, of which 2,445 were franchised and 277 were corporate-owned, located in all 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico, Australia and Spain.
Our clubs We had 2,896 clubs system-wide as of December 31, 2025, of which 2,604 were franchisee-owned and 292 were corporate-owned, located in all 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico, Australia and Spain.
As of December 31, 2024, there were 2,445 franchised Planet Fitness clubs operated by 96 franchisee groups. The majority of our existing franchise operators are multi-unit operators.
As of December 31, 2025, there were 2,604 franchisee-owned Planet Fitness clubs operated by 86 franchisee groups. The majority of our existing franchise operators are multi-unit operators.
Our information technology strategy is aligned to support our business strategy and operating plans. We maintain an ongoing comprehensive multi-year program to introduce, replace, or upgrade key systems, enhance security and optimize their performance.
We recognize the value of enhancing and extending the uses of information technology in virtually every area of our business. Our information technology strategy is aligned to support our business strategy and operating plans. We maintain an ongoing comprehensive multi-year program to introduce, replace, or upgrade key systems, enhance security and optimize their performance.
We spent $88.6 million in 2024 to support our national marketing campaigns, our social media platforms and the development of local advertising materials, of which $9.6 million was from our corporate-owned clubs and is included in club operations expense on our consolidated statements of operations.
In 2025, the NAFs spent $98.1 million combined to support our national marketing campaigns, our social media platforms and the development of local advertising materials, of which $10.5 million was from our corporate-owned clubs and is included in club operations expense on the consolidated statements of operations. Local marketing .
Our objective is to compete primarily based upon the membership value proposition we are able to offer due to our significant economies of scale, high-quality fitness experience, judgement-free atmosphere and superior customer service, all at an attractive value, which we believe differentiates us from our competitors.
Further, other forms of leisure and recreational activities are available to our members and prospective members. 11 Table of Contents Our objective is to compete primarily based upon the membership value proposition we are able to offer due to our high-quality fitness experience, judgement-free atmosphere and superior customer service, all at an attractive value, which we believe differentiates us from our competitors.
Employee Engagement and Workplace Culture At Planet Fitness, we believe that culture is the core of our business. To ensure that our culture is rooted in ongoing engagement with our team members, our Chief Corporate Affairs Officer hosts ongoing small informal meetings with team members across all departments.
Employee Engagement and Workplace Culture At Planet Fitness, we believe that culture is the core of our business. To ensure that our culture is rooted in ongoing engagement with our team members, we host small informal meetings with team members across all departments, including lunch with our CEO and quarterly town halls.
Our philosophy is simple: Planet Fitness is an environment where members can relax, go at their own pace and be themselves without ever having to worry about being judged. No matter what size the goal, we believe that all of these accomplishments deserve to be celebrated. • Nationally recognized brand .
Our philosophy is simple: Planet Fitness is an environment where members can get a great workout while making progress on their fitness journey without ever having to worry about being judged. No matter what size the goal, we believe that all of these accomplishments deserve to be celebrated. • Nationally recognized brand .
Our bright, clean clubs are typically 20,000 square feet, with a large selection of high-quality, purple and yellow Planet Fitness-branded cardio, circuit- and strength-training equipment and friendly staff trainers who offer unlimited free fitness instruction to all our members in small groups.
Our bright, clean clubs are typically 20,000 square feet, with a large selection of high-quality Planet Fitness-branded cardio, circuit- and strength-training equipment and friendly staff trainers who offer unlimited free fitness instruction to all our members in small groups. We offer this differentiated fitness experience starting at only $15 per month to new members for our standard Classic Card membership.
Our mobile application offers users the following: 13 Table of Contents • A more personalized experience through featured content, such as access to a collection of workouts and the PF Perks platform; • improved capabilities to track gym visits and workout activity; and • the ability to update payment information and for the payment of overdue balances.
Our mobile application offers users the following: • A more personalized experience through featured content, such as access to a collection of workouts and the PF Perks platform; • improved capabilities to track gym visits and workout activity; and • the ability to update payment information and for the payment of overdue balances. 13 Table of Contents These solutions have facilitated our ability to continue providing differentiated and unique experiences to our customers, allow for various partnership types and are aligned with our ongoing business strategy.
Our PF Black Card penetration percentage has increased from 61% as of December 31, 2020 to 64% as of December 31, 2024, and our average monthly dues per member have increased from $17.01 to $19.01 over the same period.
Our PF Black Card penetration percentage has increased from 62.6% as of December 31, 2021 to 66.5% as of December 31, 2025, and our average monthly dues per member have increased from $17.63 to $19.51 over the same period.
In certain international markets, we earn a commission on the sale of equipment by our required vendors to franchisee-owned clubs. 6 Table of Contents Our industry Due to our unique positioning which allows us to appeal to a broad population, inclusive of all fitness levels from beginners to athletes, we believe Planet Fitness has an addressable market that is significantly larger than the traditional health club industry.
Our industry Due to our unique positioning which allows us to appeal to a broad population, inclusive of all fitness levels from beginners to athletes, we believe Planet Fitness has an addressable market that is significantly larger than the traditional health club industry.
The number, size and strength of our competitors vary by region. Some of our competitors have an established presence in local markets or name recognition in their respective countries, and some are established in markets in which we have existing clubs or intend to locate new clubs.
The global health fitness and wellness industry is highly competitive and fragmented. The number, size and strength of our competitors vary by region. Some of our competitors have an established presence in local regions or national-level recognition in their respective countries, and some are established in geographic locations in which we have existing clubs or intend to locate new clubs.
Through our mobile application and website we also provide all members access to unlock special discounts, promotions and offers from certain brands and third-party retail partners year-round, which we refer to as “PF Perks”. Our competitive strengths We attribute our success to the following strengths: • Market leader with differentiated member experience, nationally recognized brand and scale advantage .
Through our mobile application and website we also provide all members access to unlock special discounts, promotions and offers from certain brands and third-party retail partners year-round, which we refer to as “PF Perks”.
To a great extent, we also compete with other industry participants, including: • other fitness centers; • recreational facilities established by non-profit organizations such as YMCAs and by businesses for their employees; • private studios and other boutique fitness offerings; • racquet, tennis, pickleball and other athletic clubs; • amenity and condominium/apartment clubs; • country clubs; • online personal training and fitness coaching; • providers of digital fitness content; • the home-use fitness equipment industry; • local tanning salons; and • businesses offering similar services . 11 Table of Contents The health club industry is highly competitive and fragmented.
As such, we believe that we compete for discretionary resources and time with a broad range of fitness, health and wellness industry participants, including: • other health and fitness clubs; • physical fitness and recreational facilities established by non-profit organizations such as YMCAs and by businesses for their employees; • private studios and other boutique fitness offerings; • racquet, tennis, pickleball and other athletic clubs; • amenity and condominium/apartment clubs; • country clubs; • community centers; • online personal training and fitness coaching; • providers of digital fitness content and wearable devices; • the home-use fitness equipment industry; • local tanning salons; • wellness centers; • businesses offering similar or ancillary services; and • other businesses that rely on consumer discretionary spending in the fitness and wellness industry .
We employ memorable and creative advertising, which not only drives membership sales, but also showcases our brand philosophy, that we take fitness seriously, but don’t take ourselves too seriously.
We employ memorable and creative advertising, which not only drives membership sales, but also showcases our brand philosophy, that all levels can belong and get stronger at Planet Fitness.
Our club leases typically have initial terms of 10 to 12 years with two five-year renewal options, exercisable at our discretion. Our Club Support Centers serve as our base of operations for substantially all of our executive management and employees who provide our primary corporate support functions. Franchisees own or directly lease from a third-party each Planet Fitness franchise location.
Our Club Support Center serves as our base of operations for substantially all of our executive management and employees who provide our primary corporate support functions. Franchisees own or directly lease from a third-party each Planet Fitness franchise location.
We believe spending quality time with our franchisees in person is an important opportunity to further strengthen our relationships and share best practices. We have dedicated operations and marketing teams providing ongoing support to franchisees.
We believe convening with our franchisees in person is an important opportunity to further strengthen our relationships and share best practices. We have dedicated operations and marketing teams providing ongoing support to franchisees. We are hands on—we communicate regularly with our franchisee base to keep them informed and we often attend franchisees’ presales and grand openings.
Our growth strategies We believe there are significant opportunities to grow our brand awareness, increase our revenues and profitability and deliver shareholder value by executing on the following strategies: • Continue to grow our club base across a broad range of domestic and international markets.
Our growth strategies We believe there are significant opportunities to expand our brand awareness and increase consumer consideration, grow our revenues and profitability and deliver shareholder value by executing on the following strategic imperatives: • Evolve and modernize the Planet Fitness brand .
Our current U.S. and Canadian franchise agreements require franchisees to contribute approximately 2% annually of their gross monthly and annual membership dues to our NAFs. In 2024, the NAFs spent $88.6 million combined, of which $9.6 million was from our corporate-owned clubs and included in club operations expense on the consolidated statements of operations. Local marketing .
Our current U.S. and Canadian franchise agreements generally require our franchisees and corporate-owned clubs to contribute approximately 2% annually of their gross monthly and annual membership dues to our NAFs.
For a definition of PF Black Card penetration percentage, see Management’s Discussion and Analysis of Financial Condition and Results of Operations.“—How We Assess the Performance of our Business.” • Increase brand investment to drive awareness and growth.
For a definition of PF Black Card penetration percentage, see Management’s Discussion and Analysis of Financial Condition and Results of Operations.“—How We Assess the Performance of our Business.” • Refine club floor plans and amenities to enhance franchise returns. We work to optimize club layouts and high-value amenities to improve unit economics for our franchisees.
As a result, these “equip” and “re-equip” requirements create a predictable and growing revenue stream as our franchisees open new clubs.
As a result, these “equip” and “re-equip” requirements create a predictable and growing revenue stream as our franchisees open new clubs. In certain international markets, we earn a commission on the sale of equipment by our required vendors to franchisee-owned clubs.
As new franchisees enter our system and, generally, as current franchisees open new clubs or renew their existing franchise agreements at the current royalty rate, our average system-wide royalty rate will increase. In 2024, our average royalty rate was 6.6% compared to 6.3% in 2020. • Grow sales from fitness equipment and related services.
As we scale, we expect our average royalty rate to increase towards our current 7% royalty rate as new franchisees enter our system and as existing franchisees open new clubs or renew their existing franchise agreements at the current royalty rate.
Our low monthly membership dues combined with our non-intimidating and welcoming environment, enable us to attract a broad member demographic based on age, household income, gender and ethnicity. Our member base is approximately 51% male and our members come from households of all income levels.
Our value proposition combines low monthly membership dues with a non-intimidating and welcoming environment, enabling us to attract a diverse member base across various age groups, household income levels, genders and ethnicities. Generation Z represents our fastest growing demographic, contributing to our member base that is approximately 51% male and includes households of all income levels.
We plan to continue to increase our strong brand awareness by leveraging significant marketing expenditures by our franchisees and us, which we believe will result in increased membership in new and existing clubs and continue to attract high-quality franchisee partners.
We leverage significant marketing expenditures from our National Advertising Fund ("NAF"), Canadian Advertising Fund ("CAF", and collectively with the NAF, the “NAFs”), and local advertising requirements, which we believe will result in increased membership in new and existing clubs and continue to attract high-quality franchisee partners.
As a result, we believe we offer equipment at more attractive pricing than franchisees could otherwise secure on their own.
As a result, we believe we offer equipment at more attractive pricing than franchisees could otherwise secure on their own. Leases We lease our corporate headquarters (which we refer to as the “Club Support Center”) and all but one of our corporate-owned clubs.
We are hands on—we often attend franchisees’ presales and grand openings, and we host franchisee meetings every other year, known as “PF Huddles.” We also communicate regularly with our franchisee base to keep them informed, and we host a franchise conference every other year that is geared toward franchisees and their operations teams.
We also host franchisee meetings every other year, known as “PF Huddles,” alternating with a franchisee conference in the intervening years, which are geared toward franchisees and their operations teams.
We have meaningfully grown our club count over the last four years, expanding from 2,124 clubs as of December 31, 2020 to 2,722 clubs as of December 31, 2024. As of December 31, 2024, our franchisees have contractual obligations to open approximately 900 additional clubs, including more than 500 over the next three years.
As of December 31, 2025, our franchisees have contractual obligations under signed area development agreements (“ADAs”) and franchise agreements to open approximately 750 additional clubs, including more than 500 over the next three years.
We offer this differentiated fitness experience starting at only $15 per month to new members for our standard Classic Card membership. This attractive value proposition is designed to appeal to a broad population, inclusive of all fitness levels from beginners to athletes. We create a non-intimidating environment where everyone is welcome.
This attractive value proposition is designed to appeal to a broad population, inclusive of all fitness levels from beginners to athletes.
We expect our equipment sales to grow as our franchisees open new clubs and replace their equipment as required every five to nine years. In addition, we believe that regularly refreshing equipment helps our franchise clubs maintain a consistent, high-quality fitness experience and is one of the contributing factors that drives new member growth.
We believe that regularly refreshing equipment and remodeling clubs provides for efficient club formats and modern equipment and amenities, which in turn helps our franchisee-owned and corporate-owned clubs maintain a consistent, high-quality member and fitness experience and is a contributing factor that drives new member growth.
From time to time, we re-evaluate our supply relationships to ensure we obtain competitive pricing and high-quality equipment and other items.
From time to time, we re-evaluate our supply relationships to ensure we obtain competitive pricing and high-quality equipment and other items. Human Capital Workforce As of December 31, 2025, we employed 4,020 employees at our corporate-owned clubs and 373 employees in the aggregate who support corporate and corporate-owned club activities at our Club Support Center and in Canada and Spain.
We outfit our clubs with cardio and strength equipment, as well as free weights, while reinforcing our brand promise to Grow Stronger Together.
We outfit our clubs with high-quality cardio and strength equipment, including free weights and plate-loaded equipment, to meet our members’ fitness needs.
We generally select franchisee-owned clubs for review randomly but also target underperforming clubs and clubs that have not performed well on previous visits from their operations team. Marketing Marketing strategy Our marketing strategy is anchored by our brand promise to Grow Stronger Together and key brand differentiators—high-value experience and a Judgement Free, simple and accessible, and supporting and motivating environment.
We generally select franchisee-owned clubs for review randomly but also target underperforming clubs and clubs that have not performed well on previous visits from their operations team. In 2025, we rolled out a survey tool system wide to track and aggregate net promoter scores in clubs which will help us further track member sentiment on a club-by-club basis.
Competition In a broad sense, because our members come from a wide range of fitness levels, we believe we compete with both fitness and non-fitness consumer discretionary spending alternatives for members’ and prospective members’ time and discretionary resources.
Competition Our members, and prospective members, come from a wide range of fitness levels with varying goals in maintaining and improving their health and well being.
Our franchisees are contractually obligated to purchase fitness equipment from us, and in certain international markets, from our required vendors. Due to our scale and negotiating power, we believe we offer competitive pricing for high-quality, purple and yellow Planet Fitness-branded fitness equipment.
This includes offering premium amenities such as water massage beds and chairs, massage chairs, tanning equipment and hot/cold recovery lounges. Furthermore our franchisees are contractually obligated to purchase high-quality Planet Fitness branded fitness equipment from us (or approved vendors) at competitive pricing, due to our scale and negotiating power, and replace that equipment every five to nine years.
As of December 31, 2024, our U.S. agency structure consists of one national and two local agencies allowing for integration and coordination of our NAFs and local advertising spending.
As of December 31, 2025, our U.S. agency structure includes one national and two 5 Table of Contents local agencies to coordinate these investments. We expect our NAFs and local advertising spending to grow as our membership base expands. • Accelerate new club growth globally by driving topline growth and optimizing club formats.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition, if our billing software fails to work properly and, as a result, we and our franchisees do not automatically charge our members’ bank accounts, credit cards, debit cards or digital payment provider on a timely basis or at all, we could lose membership revenue and associated royalty revenue, which would harm our operating results.
Biggest changeIn addition, if our billing software fails to work properly and, as a result, we and our franchisees do not automatically charge our members’ bank accounts, credit cards, debit cards or digital payment provider on a timely basis or at all, we could lose membership revenue and associated royalty revenue, which would harm our operating results. 29 Table of Contents If we fail to adequately control fraudulent ACH, credit card, debit card and digital payment transactions, we may face civil liability, diminished public perception of our security measures and significantly higher ACH, credit card, debit card and digital payment related costs, each of which could adversely affect our business, financial condition and results of operations.
Negative economic conditions, including recession, public health emergencies, inflation, increased unemployment levels and the effect of decreased consumer confidence or changes in consumer behavior, could materially harm our franchisees’ financial condition, which would cause our royalty and other revenues to decline and materially and adversely affect our results of operations and financial condition as 23 Table of Contents a result.
Negative economic conditions, 23 Table of Contents including recession, public health emergencies, inflation, increased unemployment levels and the effect of decreased consumer confidence or changes in consumer behavior, could materially harm our franchisees’ financial condition, which would cause our royalty and other revenues to decline and materially and adversely affect our results of operations and financial condition as a result.
Although we believe that our FDDs, franchise sales practices and franchise activities comply with such franchise sales laws and franchise 26 Table of Contents relationship laws, our non-compliance could result in liability to franchisees and regulatory authorities (as described above), inability to enforce our franchise agreements and a reduction in our anticipated royalty revenue, which in turn may materially and adversely affect our business and results of operations.
Although we 26 Table of Contents believe that our FDDs, franchise sales practices and franchise activities comply with such franchise sales laws and franchise relationship laws, our non-compliance could result in liability to franchisees and regulatory authorities (as described above), inability to enforce our franchise agreements and a reduction in our anticipated royalty revenue, which in turn may materially and adversely affect our business and results of operations.
In addition, if a franchisee is unwilling or unable to acquire the necessary financing to invest in the maintenance and upkeep of its clubs, including periodic remodeling and replacement of equipment, the quality of its clubs could deteriorate, which may have a negative impact on our brand image and our ability to attract and maintain members, which in turn may have a negative impact on our revenues.
In addition, if a franchisee is unwilling or unable to acquire the necessary financing to invest in the maintenance and upkeep of its clubs, including periodic remodeling and replacement of equipment, the quality of its clubs could deteriorate, which may have a negative impact on our brand image and our ability to attract and maintain members, which in turn may have a negative impact on our revenues.
On August 1, 2018, Planet Fitness Master Issuer LLC (the “Master Issuer”), our limited-purpose, bankruptcy-remote, indirect subsidiary, entered into a base indenture (the “Original Base Indenture”) and a related supplemental indenture (collectively, the “2018 Indenture”) under which the Master Issuer issued $575 million in aggregate principal amount of Series 2018-1 4.262% Fixed Rate Senior Secured Notes, Class A-2-I (the “2018 Class A-2-I Notes”) and $625 million in aggregate principal amount of Series 2018-1 4.666% Fixed Rate Senior Secured Notes, Class A-2-II (the “2018 Class A-2-II Notes” and together with the Class A-2-I Notes, the “2018 Notes”) in an offering exempt from registration under the Securities Act of 1933, as amended.
On August 1, 2018, Planet Fitness Master Issuer LLC (the “Master Issuer”), our limited-purpose, bankruptcy-remote, indirect subsidiary, entered into a base indenture (the “Original Base Indenture”) and a related supplemental indenture (collectively, the “2018 Indenture”) under which the Master Issuer issued $575 million in aggregate principal amount of Series 2018-1 4.262% Fixed Rate Senior Secured Notes, Class A-2-I (the “2018 Class A-2-I Notes”) and $625 million in aggregate principal amount of Series 2018-1 4.666% Fixed Rate Senior Secured Notes, Class A-2-II (the “2018 Class A-2-II Notes” and together with the 2018 Class A-2-I Notes, the “2018 Notes”) in an offering exempt from registration under the Securities Act of 1933, as amended.
The price of our Class A common stock has in the past, and in the future could be subject to wide fluctuations in response to a number of factors, including those described elsewhere in this report and others such as: • variations in our operating performance and the performance of our competitors; • actual or anticipated fluctuations in our quarterly or annual operating results; • publication of research reports by securities analysts about us or our competitors or our industry; • the public’s reaction to our press releases, our other public announcements, our filings with the SEC and other press coverage of, or social media activity related to, our operations; • our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market; • additions and departures of key employees; • strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy; • the passage of legislation or other regulatory developments affecting us or our industry; 38 Table of Contents • speculation in the press or investment community; • changes in accounting principles; • terrorist acts, acts of war or periods of widespread civil unrest; • natural disasters and severe weather events, including as a result of climate change, pandemics and other calamities; • breach or improper handling of data or cybersecurity events; and • changes in general market and economic conditions.
The price of our Class A common stock has in the past, and in the future could be subject to wide fluctuations in response to a number of factors, including those described elsewhere in this report and others such as: 38 Table of Contents • variations in our operating performance and the performance of our competitors; • actual or anticipated fluctuations in our quarterly or annual operating results; • publication of research reports by securities analysts about us or our competitors or our industry; • the public’s reaction to our press releases, our other public announcements, our filings with the SEC and other press coverage of, or social media activity related to, our operations; • our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market; • additions and departures of key employees; • strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy; • the passage of legislation or other regulatory developments affecting us or our industry; • speculation in the press or investment community; • changes in accounting principles; • terrorist acts, acts of war or periods of widespread civil unrest; • natural disasters and severe weather events, including as a result of climate change, pandemics and other calamities; • breach or improper handling of data or cybersecurity events; and • changes in general market and economic conditions.
Summary of Risk Factors Risks related to our business and industry • Our success depends substantially on the value of our brand, which could be materially and adversely affected by the high level of competition in the health and fitness industry, our ability to anticipate and satisfy consumer preferences, shifting views of health and fitness and our ability to obtain and retain high-profile strategic partnership arrangements. • Our and our franchisees’ clubs may be unable to attract and retain members, which would materially and adversely affect our business, results of operations and financial condition. • Our intellectual property rights may be infringed, misappropriated or challenged by others. • We and our franchisees rely heavily on information systems and any material failure, interruption or weakness may prevent us from effectively operating our business, damage our reputation or subject us to potential fines or other penalties. • If we fail to properly maintain the confidentiality and integrity of our data, our reputation and business could be materially and adversely affected. • The occurrence of cyber incidents, or a deficiency in cybersecurity, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of confidential information, and/or damage to our employee and business relationships and reputation, all of which could harm our brand and our business. • If we fail to successfully implement our growth strategy, our ability to increase our revenues and operating profits could be adversely affected. • Our planned growth and changes in the industry could place strains on our management, employees, information systems and internal controls, which may adversely impact our business. • If we cannot retain our key employees and hire additional highly qualified employees, we may not be able to successfully manage our businesses and pursue our strategic objectives. • Economic, political and other risks associated with our international operations could adversely affect our profitability and international growth prospects. • Our financial results are affected by the operating and financial results of, our relationships with and actions taken by our franchisees.
Summary of Risk Factors Risks related to our business and industry • Our success depends substantially on the value of our brand, which could be materially and adversely affected by the high level of competition in the health, fitness and wellness industry, our ability to anticipate and satisfy consumer preferences, shifting views of health and fitness and our ability to obtain and retain high-profile strategic partnership arrangements. • Our and our franchisees’ clubs may be unable to attract and retain members, which would materially and adversely affect our business, results of operations and financial condition. • Our intellectual property rights may be infringed, misappropriated or challenged by others. • We and our franchisees rely heavily on information systems and any material failure, interruption or weakness may prevent us from effectively operating our business, damage our reputation or subject us to potential fines or other penalties. • If we fail to properly maintain the confidentiality and integrity of our data, our reputation and business could be materially and adversely affected. • The occurrence of cyber incidents, or a deficiency in cybersecurity, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of confidential information, and/or damage to our employee and business relationships and reputation, all of which could harm our brand and our business. • If we fail to successfully implement our growth strategy, our ability to increase our revenues and operating profits could be adversely affected. • Our planned growth and changes in the industry could place strains on our management, employees, information systems and internal controls, which may adversely impact our business. • If we cannot retain our key employees and hire additional highly qualified employees, we may not be able to successfully manage our businesses and pursue our strategic objectives. • Economic, political and other risks associated with our international operations could adversely affect our profitability and international growth prospects. • Our financial results are affected by the operating and financial results of, our relationships with and actions taken by our franchisees.
Financial forecasting may differ materially from actual results. Due to the inherent difficulty of predicting future events and results, our forecasted financial and operational results may differ materially from actual results. Discrepancies between forecasted and actual results could cause a decline in the price of our stock. Item 1B. Unresolved Staff Comments None.
Due to the inherent difficulty of predicting future events and results, our forecasted financial and operational results may differ materially from actual results. Discrepancies between forecasted and actual results could cause a decline in the price of our stock. Item 1B. Unresolved Staff Comments None.
This level of debt could have significant consequences on our future operations, including: • resulting in an event of default if our subsidiaries fail to comply with the financial and other restrictive covenants contained in debt agreements, which event of default could result in all of our subsidiaries’ debt becoming immediately due and payable; • reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes; • limiting the Company’s flexibility in planning for, or reacting to, and increasing its vulnerability to, changes in our business, the industry in which it operates and the general economy; • placing us at a competitive disadvantage compared to our competitors that are less leveraged; • subjecting us to the risk of increased sensitivity to interest rate increases on indebtedness with respect to the Variable Funding Notes or the refinancing of the outstanding Securitized Senior Notes or the 2022 Variable Funding Notes; and • increasing the possibility that we may be unable to generate cash sufficient for the Master Issuer to pay, when due, interest on and principal of the Securitized Senior Notes.
This level of debt could have significant consequences on our future operations, including: • resulting in an event of default if our subsidiaries fail to comply with the financial and other restrictive covenants contained in debt agreements, which event of default could result in all of our subsidiaries’ debt becoming immediately due and payable; 33 Table of Contents • reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes; • limiting the Company’s flexibility in planning for, or reacting to, and increasing its vulnerability to, changes in our business, the industry in which it operates and the general economy; • placing us at a competitive disadvantage compared to our competitors that are less leveraged; • subjecting us to the risk of increased sensitivity to interest rate increases on indebtedness with respect to the Variable Funding Notes or the refinancing of the outstanding Securitized Senior Notes or the Variable Funding Notes; and • increasing the possibility that we may be unable to generate cash sufficient for the Master Issuer to pay, when due, interest on and principal of the Securitized Senior Notes.
If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of our internal control over financial reporting in future periods, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our Class A common stock could be negatively affected and we could become subject to investigations by 37 Table of Contents the NYSE, on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.
If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of our internal control over financial reporting in future periods, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our Class A common stock could be negatively affected and we could become subject to investigations by the NYSE, on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.
The outstanding Securitized Senior Notes are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the Master Issuer maintains specified reserve accounts to be used to make required payments in respect of the Securitized Senior Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the 2019 Notes, 2022 Notes and 2024 Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the transfers of the assets 32 Table of Contents pledged as collateral for the Securitized Senior Notes are in stated ways defective or ineffective and (iv) covenants relating to recordkeeping, access to information and similar matters.
The outstanding Securitized Senior Notes are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the Master Issuer maintains specified reserve accounts to be used to make required payments in respect of the Securitized Senior Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the 2019 Notes, 2022 Notes, 2024 Notes and 2025 Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the transfers of the assets pledged as collateral for the Securitized Senior Notes are in stated ways defective or ineffective and (iv) covenants relating to recordkeeping, access to information and similar matters.
Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including: • changes in the valuation of our deferred tax assets and liabilities; • expected timing and amount of the release of any tax valuation allowances; • tax effects of stock-based compensation; 35 Table of Contents • costs related to intercompany restructurings; • changes in tax laws, regulations or interpretations thereof; • lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates; or • higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.
Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including: • changes in the valuation of our deferred tax assets and liabilities; • expected timing and amount of the release of any tax valuation allowances; • tax effects of stock-based compensation; • costs related to intercompany restructurings; • changes in tax laws, regulations or interpretations thereof; • lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates; or • higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.
Risks related to our indebtedness Substantially all of the assets of certain of our subsidiaries are security under the terms of securitization transactions that were completed on August 1, 2018, December 3, 2019, February 10, 2022 and June 12, 2024.
Risks related to our indebtedness Substantially all of the assets of certain of our subsidiaries are security under the terms of securitization transactions that were completed on August 1, 2018, December 3, 2019, February 10, 2022, June 12, 2024 and December 15, 2025.
A principal component of our marketing program has been to partner with high-profile marketing partners, such as our sponsorship of ABC’s “Dick Clark’s New Year’s Rockin’ Eve with Ryan Seacrest 2025,” to help us extend the reach of our brand.
A principal component of our marketing program has been to partner with high-profile marketing partners, such as our sponsorship of ABC’s “Dick Clark’s New Year’s Rockin’ Eve with Ryan Seacrest 2026,” to help us extend the reach of our brand.
The significant increase in remote working, particularly for an extended period of time, could exacerbate certain risks to our business, including an increased risk of cyber incidents and improper collection and dissemination of personal or confidential information. 19 Table of Contents Use of email marketing, mobile application and social media may adversely impact our reputation or subject us to fines or other penalties.
The significant increase in remote working, particularly for an extended period of time, could exacerbate certain risks to our business, including an increased risk of cyber incidents and improper collection and dissemination of personal or confidential information. Use of email marketing, mobile application and social media may adversely impact our reputation or subject us to fines or other penalties.
The high level of competition in the health and fitness industry could materially and adversely affect our business.
The high level of competition in the health, fitness and wellness industry could materially and adversely affect our business.
Changes in consumer behavior following a security breach or perceived security breach, act of cyber terrorism or sabotage, vandalism or theft, computer viruses, loss or corruption of data or 20 Table of Contents programming or human error or other similar event affecting a competitor, large retailer or financial institution may materially and adversely affect our business, which in turn may materially and adversely affect our results of operations and financial condition.
Changes in consumer behavior following a security breach or perceived security breach, act of cyber terrorism or sabotage, vandalism or theft, computer viruses, loss or corruption of data or programming or human error or other similar event affecting a competitor, large retailer or financial institution may materially and adversely affect our business, which in turn may materially and adversely affect our results of operations and financial condition.
Any such loss or delay in payment could have a material adverse effect on a franchisee’s ability to satisfy its obligations under its franchise agreement or other contractual obligations, which could cause the termination of the franchisee’s franchise agreement and, in turn, may materially and adversely affect our operating and financial results. Some of our franchisees are operating entities.
Any such loss or delay in payment could have a material adverse effect on a franchisee’s ability to satisfy its obligations under its franchise agreement or other contractual obligations, which could cause the termination of the franchisee’s franchise agreement and, in turn, may materially and adversely affect our operating and financial results. 24 Table of Contents Some of our franchisees are operating entities.
The FTC and other authorities are likewise imposing standards for the collection, use, dissemination and security of personal information under consumer protection laws. Additionally, in the United States, laws in 27 Table of Contents all 50 states require businesses to provide notice to individuals whose personally identifiable information has been disclosed as a result of a data breach.
The FTC and other authorities are likewise imposing standards for the collection, use, dissemination and security of personal information under consumer protection laws. Additionally, in the United States, laws in all 50 states require businesses to provide notice to individuals whose personally identifiable information has been disclosed as a result of a data breach.
Payments under the tax receivable agreements may give rise to certain additional tax benefits attributable to either further increases in 34 Table of Contents basis or in the form of deductions for imputed interest (generally calculated using one-year Secured Overnight Financing Rate (“SOFR”) plus 71 basis points), depending on the tax receivable agreements and the circumstances.
Payments under the tax receivable agreements may give rise to certain additional tax benefits attributable to either further increases in basis or in the form of deductions for imputed interest (generally calculated using one-year Secured Overnight Financing Rate (“SOFR”) plus 71 basis points), depending on the tax receivable agreements and the circumstances.
Because such attacks are increasing in sophistication and change frequently in nature, we, our franchisees and our third-party vendors may be unable to anticipate these attacks or implement adequate preventative measures, and any compromise of our systems, or those of our franchisees and third-party vendors (as well as their third-party service providers), may not be discovered and remediated promptly.
Because such attacks are increasing in sophistication and change frequently in nature, we, our 20 Table of Contents franchisees and our third-party vendors may be unable to anticipate these attacks or implement adequate preventative measures, and any compromise of our systems, or those of our franchisees and third-party vendors (as well as their third-party service providers), may not be discovered and remediated promptly.
As a result, we may experience a decline in value or loss of liquidity of our investments, which could materially adversely affect our financial condition. We attempt to mitigate these risks through diversification of our investments and continuous 36 Table of Contents monitoring of our portfolio’s overall risk profile, but the value of our investments may nevertheless decline.
As a result, we may experience a decline in value or loss of liquidity of our investments, which could materially adversely affect our financial condition. We attempt to mitigate these risks through diversification of our investments and continuous monitoring of our portfolio’s overall risk profile, but the value of our investments may nevertheless decline.
Developments or 17 Table of Contents shifts in research or public opinion on the types of health and fitness services we provide could negatively impact the business or consumers’ preferences for health and fitness services could shift rapidly to different types of health and fitness centers or at-home fitness options; and we may be unable to anticipate and respond to shifts in consumer preferences.
Developments or shifts in research or public opinion on the types of health and fitness services we provide could negatively impact the business or consumers’ preferences for health and fitness services could shift rapidly to different types of health and fitness centers or at-home fitness options; and we may be unable to anticipate and respond to shifts in consumer preferences.
Despite our efforts to enforce and defend our intellectual property rights, title defects can arise from conduct of third parties that we cannot anticipate or control, or our exclusive ownership and control over our intellectual property, especially our rights in trademarks 18 Table of Contents and trade secrets, could be diminished or impaired.
Despite our efforts to enforce and defend our intellectual property rights, title defects can arise from conduct of third parties that we cannot anticipate or control, or our exclusive ownership and control over our intellectual property, especially our rights in trademarks and trade secrets, could be diminished or impaired.
It is quite possible that other U.S. states, Federal agencies, or the U.S. Congress will follow suit. New data privacy laws have been proposed in more than half of the states in the United States and in the U.S. Congress, reflecting a trend toward more stringent privacy legislation in the United States.
It is quite possible that other U.S. states, Federal agencies, or the U.S. Congress will follow suit. New data privacy laws have been proposed in more than half of the states in the United States and in the U.S. Congress, reflecting a trend 27 Table of Contents toward more stringent privacy legislation in the United States.
Furthermore, we may from time to time negotiate terms of our franchise agreements with individual franchisees or groups of franchisees (e.g., a franchisee association). We have also recently implemented our new franchise growth model which, among other things, provides for extended franchise agreement terms, up to 12 years, and provides more flexibility on the timing of re-equipment obligations.
Furthermore, we may from time to time negotiate terms of our franchise agreements with individual franchisees or groups of franchisees (e.g., a franchisee association). We implemented our franchise growth model which, among other things, provides for extended franchise agreement terms, up to 12 years, and provides more flexibility on the timing of re-equipment obligations.
Franchisees may be natural persons or legal entities. Our franchisees that are operating companies (as opposed to limited purpose entities) are subject to business, credit, financial and other risks, which 24 Table of Contents may be unrelated to the operation of their clubs.
Franchisees may be natural persons or legal entities. Our franchisees that are operating companies (as opposed to limited purpose entities) are subject to business, credit, financial and other risks, which may be unrelated to the operation of their clubs.
Additionally, certain of our 30 Table of Contents vendors operate manufacturing facilities in countries, such as Canada, China, Mexico and Germany, that have in the past and may in the future be subject to tariffs imposed by the U.S. government.
Additionally, certain of our vendors operate manufacturing facilities in countries, such as Canada, China, Mexico and Germany, that have in the past and may in the future be subject to tariffs imposed by the U.S. government.
We may not be able to compete effectively in the markets in which we operate. Competitors may attempt to copy our business model, or portions thereof, which could erode our market share and brand recognition and impair our growth rate and profitability.
We may not be able to compete effectively in the markets in which we operate. Competitors may attempt to copy our business model, or portions thereof, which could erode our position and brand recognition and impair our growth rate and profitability.
To the extent we pursue or utilize artificial intelligence technologies (either directly or through our franchisees or third-party information technology vendors or service providers), the incorporation of such technologies into our business may require substantial resources to be expended, may divert the attention of management, and/or may prove to be unsuccessful or even harmful to our business, including by producing inaccurate data or information, by producing intellectual property that is not capable of being owned, enforced, or protected, and/or by increasing the risk that we become subject to claims that we violate third-party intellectual property rights, rights of publicity, or data rights, or consumer class action and other consumer 31 Table of Contents claims.
To the extent we pursue or utilize artificial intelligence technologies (either directly or through our franchisees or third-party information technology vendors or service providers), the incorporation of such technologies into our business may require substantial resources to be expended, may divert the attention of management, and/or may prove to be unsuccessful or 31 Table of Contents even harmful to our business, including by producing inaccurate data or information, by relying on algorithms or training data that may be flawed, biased, or insufficient, by producing intellectual property that is not capable of being owned, enforced, or protected, and/or by increasing the risk that we become subject to claims that we violate third-party intellectual property rights, rights of publicity, or data rights, or consumer class action and other consumer claims.
We are highly dependent on the services of our senior management team and other key employees at our Corporate Support Centers and our corporate-owned clubs, and on our and our franchisees’ ability to recruit, retain and motivate their own key employees.
We are highly dependent on the services of our senior management team and other key employees at our Club Support Center and our corporate-owned clubs, and on our and our franchisees’ ability to recruit, retain and motivate their own key employees.
Our business may not generate cash flow from operations, and that future borrowings may not be available to us under existing or any future credit facilities or otherwise, 33 Table of Contents in an amount sufficient to enable our subsidiaries to meet our debt payment obligations and to fund other liquidity needs.
Our business may not generate cash flow from operations, and that future borrowings may not be available to us under existing or any future credit facilities or otherwise, in an amount sufficient to enable our subsidiaries to meet our debt payment obligations and to fund other liquidity needs.
The CPRA has further established a new enforcement agency in California dedicated to consumer privacy. Additionally, comprehensive privacy laws akin to the CCPA have recently gone into effect in 12 other states, and several other states have passed similar laws that will go into effect in the next two years.
The CPRA has further established a new enforcement agency in California dedicated to consumer privacy. Additionally, comprehensive privacy laws akin to the CCPA have recently gone into effect in many other states, and several other states have passed similar laws that will go into effect in the next few years.
Nevertheless, if the claimed tax benefits from the tax basis adjustments and/or deductions are disallowed, our payments under the tax receivable agreements could exceed our actual tax savings, and we may not be able to recoup payments under the tax receivable agreements that were calculated on the assumption that the disallowed tax savings were available.
Nevertheless, if the claimed tax benefits from the tax basis adjustments and/or 35 Table of Contents deductions are disallowed, our payments under the tax receivable agreements could exceed our actual tax savings, and we may not be able to recoup payments under the tax receivable agreements that were calculated on the assumption that the disallowed tax savings were available.
Furthermore, we currently operate with a hybrid work model whereby most of our headquarters-based employees work remotely at least one day per week.
Furthermore, we currently operate with a hybrid work model whereby most of our 19 Table of Contents headquarters-based employees work remotely at least one day per week.
The 29 Table of Contents termination of our ability to process payments through ACH, credit card, debit card or digital payment transactions would significantly impair our ability to operate our business.
The termination of our ability to process payments through ACH, credit card, debit card or digital payment transactions would significantly impair our ability to operate our business.
If we fail to maintain or renew our contractual relationships on acceptable terms for these or 25 Table of Contents other clubs, or if one or more of these large franchisees were to become insolvent or otherwise were unwilling to pay amounts due to us, our business, reputation, financial condition and results of operations could be materially and adversely affected.
If we fail to maintain or renew our contractual relationships on acceptable terms for these or other clubs, or if one or more of these large franchisees were to become insolvent or otherwise were unwilling to pay amounts due to us, our business, reputation, financial condition and results of operations could be materially and adversely affected. Construction and maintenance costs.
Third parties (including franchisees) may also assert that we have infringed, diluted, misappropriated or otherwise violated their intellectual property rights, which could lead to litigation against us.
Third parties (including franchisees) may also assert that we have infringed, diluted, misappropriated or otherwise violated their intellectual 18 Table of Contents property rights, which could lead to litigation against us.
In addition, we rely on third-party suppliers to manage and maintain our websites and online join processes, and in 2024 approximately 85% of our new members joined either online through our websites or through our mobile application.
In addition, we rely on third-party suppliers to manage and maintain our websites and online join processes, and in 2025 approximately 88% of our new members joined either online through our websites or through our mobile application.
In particular, assuming no further material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the tax receivable agreements, we expect that the reduction in tax payments for us associated with all past and future exchanges and sales of Holdings Units as described above would aggregate to approximately $567.2 million over the remaining term of the tax receivable agreements based on a price of $98.87 per share of our Class A common stock (the closing price per share of our Class A common stock on the New York Stock Exchange (“NYSE”) on the last trading day for the fiscal year ending December 31, 2024) and assuming all future sales had occurred on such date.
In particular, assuming no further material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the tax receivable agreements, we expect that the reduction in tax payments for us associated with all past and future exchanges and sales of Holdings Units as described above would aggregate to approximately $488.5 million over the remaining term of 34 Table of Contents the tax receivable agreements based on a price of $108.47 per share of our Class A common stock (the closing price per share of our Class A common stock on the New York Stock Exchange (“NYSE”) on the last trading day for the fiscal year ending December 31, 2025) and assuming all future sales had occurred on such date.
Under such scenario, we would be required to pay the other parties to the tax receivable agreements 85% of such amount, or $482.2 million, over the applicable period under the tax receivable agreements.
Under such scenario, we would be required to pay the other parties to the tax receivable agreements 85% of such amount, or $415.3 million, over the applicable period under the tax receivable agreements.
We recently implemented our franchise growth model which, among other things, extends franchise agreement terms up to 12 years and provides more flexibility on the timing for re-equipment obligations.
We implemented our franchise growth model which, among other things, extends franchise agreement terms up to 12 years and 30 Table of Contents provides more flexibility on the timing for re-equipment obligations.
Important factors that could cause us to discontinue or decrease our share repurchases include, among others, unfavorable market conditions, the market price of our common stock, the nature of other investment or strategic opportunities presented to us from time to time, our ability to make appropriate, timely, and beneficial decisions as to when, how, and whether to purchase shares under the stock buyback program, and the availability of funds necessary to continue purchasing stock.
Important factors that could cause us to discontinue or decrease our share repurchases include, among others, unfavorable market conditions, the market price of our common stock, the nature of other investment or strategic opportunities presented to us from time to time, our ability to make appropriate, timely, and beneficial decisions as to when, how, and whether to purchase shares under the stock buyback program, and the availability of funds necessary to continue purchasing stock. 39 Table of Contents Financial forecasting may differ materially from actual results.
The Company had no amounts outstanding on the 2022 Variable Funding Notes as of December 31, 2024.
The Company had no amounts outstanding on the 2022 Variable Funding Notes or 2025 Variable Funding Notes as of December 31, 2025.
It is also possible that competitors could introduce new products and services that negatively impact consumer preference for our business model, or that consumers could prefer health and fitness opportunities outside of the gym that do not align with our business model. The increased prevalence of weight loss medications could negatively impact consumer demand for health and fitness centers.
It is also possible that competitors could introduce new products and services that negatively impact consumer preference for our business model, or that consumers could prefer health and fitness opportunities outside of the gym that do not align with our business model.
Since our IPO through December 31, 2024, the price of our Class A common stock, as reported by the NYSE, has ranged from a low of $13.23 on February 11, 2016 to a high of $102.01 on December 11, 2024. In addition, in recent years the stock market in general has been highly volatile.
Since our IPO through December 31, 2025, the price of our Class A common stock, as reported by the NYSE, has ranged from a low of $13.23 on February 11, 2016 to a high of $113.55 on July 22, 2025. In addition, in recent years the stock market in general has been highly volatile.
In connection with such Series 2022-1 Issuance, the Master Issuer repaid the outstanding principal amount (and all accrued and unpaid interest thereon) of the 2018 Class A-2-I Notes, and the Master Issuer also entered into a new revolving financing facility that allows for the issuance of up to $75 million in Series 2022-1 Variable Funding Senior Notes, Class A-1 (the “2022 Variable Funding Notes”, and such Class A-1 note facilities in effect from time to time, the “Variable Funding Notes”) and certain Letters of Credit, which were undrawn as of December 31, 2024.
In connection with such Series 2022-1 Issuance (as defined below), the Master Issuer repaid the outstanding principal amount (and all accrued and unpaid interest thereon) of the 2018 Class A-2-I Notes, and the Master Issuer also entered into a new revolving financing facility that allows for the issuance of up to $75 million in Series 2022-1 Variable Funding Senior Notes, Class A-1 (the “2022 Variable Funding Notes”) and certain Letters of Credit (the issuance of such notes, the “Series 2022-1 Issuance”), which were undrawn as of December 31, 2025.
As a result, our financial results are largely dependent upon the operational and financial results of our franchisees. As of December 31, 2024, we had 96 franchisee groups operating 2,445 clubs.
As a result, our financial results are largely dependent upon the operational and financial results of our franchisees. As of December 31, 2025, we had 86 franchisee groups operating 2,604 clubs.
These provisions include: • the division of our board of directors into three classes and the election of each class for three-year terms; • advance notice requirements for stockholder proposals and director nominations; • the ability of the board of directors to fill a vacancy created by the expansion of the board of directors; • the ability of our board of directors to issue new series of, and designate the terms of, preferred stock, without stockholder approval, which could be used to, among other things, institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our board of directors; • limitations on the ability of stockholders to call special meetings and to take action by written consent; and • the required approval of holders of at least 75% of the voting power of the outstanding shares of our capital stock to adopt, amend or repeal certain provisions of our certificate of incorporation and bylaws or remove directors for cause.
These provisions include: • the division of our board of directors into three classes and the election of each class for three-year terms; • advance notice requirements for stockholder proposals and director nominations; • the ability of the board of directors to fill a vacancy created by the expansion of the board of directors; • the ability of our board of directors to issue new series of, and designate the terms of, preferred stock, without stockholder approval, which could be used to, among other things, institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our board of directors; and • limitations on the ability of stockholders to call special meetings and to take action by written consent.
The 2018 Notes, 2019 Notes, 2022 Notes, 2024 Notes and the 2022 Variable Funding Notes are referred to collectively as the “Securitized Senior Notes.” The Securitized Senior Notes were issued in securitization transactions pursuant to which most of our revenue-generating assets in the United States are held by the Master Issuer and certain other limited-purpose, bankruptcy remote, wholly-owned direct and indirect subsidiaries of the Master Issuer that act as guarantors of the Securitized Senior Notes and that have pledged substantially all of their assets to secure the Securitized Senior Notes.
The 2025 Notes were issued under the 2018 Indenture and a related supplemental indenture dated December 15, 2025 (together, with the 2019 Indenture, 2022 Indenture, and the 2024 Indenture, the “Indenture”). 32 Table of Contents The 2018 Notes, 2019 Notes, 2022 Notes, 2024 Notes, the 2025 Notes, the 2022 Variable Funding Notes and the 2025 Variable Funding Notes are referred to collectively as the “Securitized Senior Notes.” The Securitized Senior Notes were issued in securitization transactions pursuant to which most of our revenue-generating assets in the United States are held by the Master Issuer and certain other limited-purpose, bankruptcy remote, wholly-owned direct and indirect subsidiaries of the Master Issuer that act as guarantors of the Securitized Senior Notes and that have pledged substantially all of their assets to secure the Securitized Senior Notes.
We and our franchisees have experienced, and may in the future experience, increased costs due to inflation and supply chain disruptions brought on by COVID-19 or future public health emergencies, adverse weather conditions, including due to climate change, and other factors.
We and our franchisees have experienced, and may in the future experience, increased costs due to inflation and supply chain disruptions brought on by public health emergencies, threatened or imposed trade controls or tariffs, geopolitical instability, adverse weather conditions, including due to climate change, and other factors.
For example, if we had elected to terminate the tax receivable agreements as of December 31, 2024, based on a share price of $98.87 per share of our Class A common stock (based on the closing price of our Class A common stock on the NYSE on the last trading day for the fiscal year ending December 31, 2024) and a discount rate equal to 6.2%, we estimate that we would have been required to pay $351.2 million in the aggregate under the tax receivable agreements.
For example, if we had elected to terminate the tax receivable agreements as of December 31, 2025, based on a share price of $108.47 per share of our Class A common stock (based on the closing price of our Class A common stock on the NYSE on the last trading day for the fiscal year ending December 31, 2025) and a discount rate equal to 5.4%, we estimate that we would have been required to pay $329.8 million in the aggregate under the tax receivable agreements.
We compete with the following industry participants: other health and fitness clubs; physical fitness and recreational facilities established by non-profit organizations and businesses for their employees; private studios and other boutique fitness offerings; racquet, tennis, pickleball and other athletic clubs; amenity and condominium/apartment clubs; country clubs; online personal training and fitness coaching; delivery of digital fitness content; the home-use fitness equipment industry; local tanning salons; businesses offering similar services; and other businesses that rely on consumer discretionary spending.
We compete with a fragmented group of participants in the global health, fitness and wellness industry, including: other health and fitness clubs; physical fitness and recreational facilities established by non-profit organizations and businesses for their employees; private studios and other boutique fitness offerings; racquet, tennis, pickleball and other athletic clubs; amenity and condominium/apartment clubs; country clubs; community centers; online personal training and fitness coaching; providers of digital fitness content and wearable devices; the home-use fitness equipment industry; local tanning salons; wellness centers; businesses offering similar or ancillary services; and other businesses that rely on consumer discretionary spending in the health, fitness and wellness industry.
If we are unable to anticipate and satisfy consumer preferences and shifting views of health and fitness, our business may be adversely affected. Our success depends on our ability to anticipate and satisfy consumer preferences relating to health and fitness. Our business is and all of our services are subject to changing consumer preferences that cannot be predicted with certainty.
Our success depends on our ability to anticipate and satisfy consumer preferences relating to health and fitness. Our business is and all of our services are subject to changing consumer preferences that cannot be predicted with certainty.
To be successful, we will need to continue to implement management information systems and improve our operating, administrative, financial and accounting systems and controls in order to adapt quickly to such changes.
Any failure to manage such changes effectively could adversely affect our business. To be successful, we will need to continue to implement management information systems and improve our operating, administrative, financial and accounting systems and controls in order to adapt quickly to such changes.
Our largest franchisee group accounts for approximately 7% of our total clubs and another large franchisee group accounts for approximately 6% of our total clubs as of December 31, 2024.
Our largest franchisee group accounts for approximately 7% of our total clubs and another large franchisee group accounts for approximately 7% of our total 25 Table of Contents clubs as of December 31, 2025.
Construction and maintenance costs. Our franchisees have incurred and may in the future incur rising costs related to construction of new clubs and maintenance of existing clubs, which could adversely affect the attractiveness of our franchise model, and in turn our business, results of operations and financial condition.
Our franchisees have incurred and may in the future incur rising costs related to construction of new clubs and maintenance of existing clubs, which could adversely affect the attractiveness of our franchise model, and in turn our business, results of operations and financial condition. Corporate-owned clubs require significant upfront and ongoing investment, including periodic remodeling and equipment replacement.
Additional sites that we lease are likely to be subject to similar long-term, non-terminable leases. If we close a club, we nonetheless may be obligated to perform our monetary obligations under the applicable lease, including, among other things, payment of the base rent for the balance of the lease term.
If we close a club, we nonetheless may be obligated to perform our monetary obligations under the applicable lease, including, among other things, payment of the base rent for the balance of the lease term.
Luxury fitness companies may attempt to enter our market by lowering prices or creating lower price brand alternatives. Furthermore, due to the increased number of low-cost health and fitness club alternatives, we may face increased competition if we increase our price or if discretionary spending declines.
Furthermore, due to the increased number of low-cost health and fitness club alternatives and digital fitness alternatives, we may face increased competition if we increase our price or if discretionary spending declines.
On June 13, 2024, our board of directors approved a share repurchase program of up to $500.0 million (the “2024 share repurchase program”) to replace the 2022 share repurchase program contingent upon the completion of a $280.0 million accelerated share repurchase agreement entered into on June 12, 2024 (the “ASR Agreement”).
On December 15, 2025, our board of directors approved a share repurchase program of up to $500.0 million (the “2025 Share Repurchase Program”) to replace the 2024 share repurchase program of up to $500 million approved by our board of directors on June 13, 2024 (the “2024 Share Repurchase Program”), contingent upon the completion of a $350.0 million accelerated share repurchase agreement (the “2025 ASR Agreement”).
Changes in the industry affecting gym memberships and payment for gym memberships may place significant demands on our administrative, operational, financial and other resources or require us to obtain different or additional resources. Any failure to manage such changes effectively could adversely affect our business.
Changes in the industry could place strains on our management, employees, information systems and internal controls, which may adversely impact our business. Changes in the industry affecting gym memberships and payment for gym memberships may place significant demands on our administrative, operational, financial and other resources or require us to obtain different or additional resources.
Under the Indenture, Master Issuer had approximately $2.2 billion of outstanding debt as of December 31, 2024. Additionally, the Master Issuer has the ability to borrow amounts from time to time on a revolving basis, up to an aggregate principal amount of $75 million pursuant to the 2022 Variable Funding Notes.
Additionally, the Master Issuer has the ability to borrow amounts from time to time on a revolving basis, up to an aggregate principal amount of $75 million pursuant to the 2022 Variable Funding Notes and up to an aggregate principal amount of $75 million pursuant to the 2025 Variable Funding Notes.
Consumer demand for digital member management functionality and digital fitness offerings have been increasing, which has required us to effectively recruit the skills and talent structure needed to adequately compete in this space, in addition to investing incremental marketing and digital infrastructure funds to produce and deliver differentiated content.
Consumer demand for digital member management functionality and digital fitness offerings has been increasing, which has required us to effectively recruit the skills and talent structure needed to adequately compete in this space, in addition to investing incremental marketing and digital infrastructure funds to produce and deliver differentiated content. 17 Table of Contents If we are unable to anticipate and satisfy consumer preferences and shifting views of health and fitness, our business may be adversely affected.
Failure to predict and respond to changes in public opinion, public research and consumer preferences could adversely impact our business. If we fail to obtain and retain high-profile strategic partnership arrangements, or if the reputation of any of our partners is impaired, our business may suffer.
If we fail to obtain and retain high-profile strategic partnership arrangements, or if the reputation of any of our partners is impaired, our business may suffer.
To the extent we do not distribute such cash balances as dividends on our Class A common stock and instead, for example, hold such cash balances or lend them to Pla-Fit Holdings, the Continuing LLC Owners would benefit from any value attributable to such accumulated cash balances as a result of their ownership of Class A common stock following an exchange of their Holdings Units.
To the extent we do not distribute such cash balances as dividends on our Class A common stock and instead, for example, hold such cash balances or lend them to Pla-Fit Holdings, the Continuing LLC Owners would benefit from any value attributable to such accumulated cash balances as a result of their ownership of Class A common stock following an exchange of their Holdings Units. 36 Table of Contents Risks related to our Investment Portfolio Our marketable debt securities portfolio is subject to credit, liquidity, market, and interest rate risks that could cause its value to decline and materially adversely affect our financial condition.
If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, prevent fraud or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price.
Although we retain 15% of the amount of tax benefits conferred under the tax receivable agreements, this and other aspects of our organizational structure may adversely impact the future trading market for the Class A common stock. 37 Table of Contents If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, prevent fraud or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price.
However, as we expand, we may have difficulty maintaining our culture or adapting it sufficiently to meet the needs of our operations. These risks may be heightened as our growth accelerates.
However, as we expand, we may have difficulty maintaining 22 Table of Contents our culture or adapting it sufficiently to meet the needs of our operations. These risks may be heightened as our growth accelerates. Our failure to successfully execute on our planned expansion of clubs could materially and adversely affect our results of operations and financial condition.
We could also incur penalties or remediation and other costs that could adversely affect the operation of our business and results of operations, which in turn may materially and adversely affect our results of operations and financial condition. 21 Table of Contents If we fail to successfully implement our growth strategy, which includes new club development by existing and new franchisees, our ability to increase our revenues and operating profits could be adversely affected.
We could also incur penalties or remediation and other costs that could adversely affect the operation of 21 Table of Contents our business and results of operations, which in turn may materially and adversely affect our results of operations and financial condition.
The OAG’s investigation was part of a larger initiative with respect to tanning salons and other providers of tanning services and the settlement did not have a material adverse effect on us.
The OAG’s investigation was part of a larger initiative with respect to tanning salons and other providers of tanning services and the settlement did not have a material adverse effect on us. However, similar future 28 Table of Contents initiatives could influence public perception of the tanning services we offer and of the benefits of our PF Black Card membership.
Similar to the state and provincial laws described above, the FTC’s new Click to Cancel Rule, which is expected to go into effect in May 2025, imposes certain disclosure, consent, cancellation, and no misrepresentation requirements relating to automatic renewal provisions included in certain memberships.
Similar to the state and provincial laws described above, the FTC previously proposed a Click to Cancel Rule, which imposed certain disclosure, consent, cancellation, and no misrepresentation requirements relating to automatic renewal provisions included in certain memberships. While the FTC’s Click to Cancel Rule was voided by the U.S.
Corporate-owned clubs require significant upfront and ongoing investment, including periodic remodeling and equipment replacement. If our franchisees’ costs are greater than expected, franchisees may need to outperform their operational plan to achieve their targeted return.
If our franchisees’ costs are greater than expected, franchisees may need to outperform their operational plan to achieve their targeted return.
Competitors, including companies that are larger and have greater resources than us, may compete with us to attract members in our markets. Non-profit organizations in our markets may be able to obtain land and construct clubs at a lower cost and collect membership dues and fees without paying taxes, thereby allowing them to charge lower prices.
Non-profit organizations in our markets may be able to obtain land and construct clubs at a lower cost and collect membership dues and fees without paying taxes, thereby allowing them to charge lower prices. Luxury fitness companies may reduce prices and create strong value propositions or create lower price brand alternatives.
The 2024 share repurchase program became effective on September 16, 2024 upon the completion of the ASR Agreement. As of December 31, 2024, there is $500.0 million remaining under the 2024 share repurchase program.
The 2025 Share Repurchase Program became effective on January 12, 2026 upon the completion of the 2025 ASR Agreement. As of December 31, 2025, there were no remaining funds under the 2024 Share Repurchase Program following the effectiveness of the 2025 Share Repurchase Program.
Generally, our leases are net leases that require us to pay our share of the costs of real estate taxes, utilities, building operating expenses, insurance and other charges in addition to rent. We generally cannot terminate these leases before the end of the initial lease term.
Moreover, although historically we have generally not guaranteed franchisees’ lease agreements, we have done so in a few certain instances and may do so from time to time. Generally, our leases are net leases that require us to pay our share of the costs of real estate taxes, utilities, building operating expenses, insurance and other charges in addition to rent.
The 2024 Notes were issued under the 2018 Indenture and a related supplemental indenture dated June 12, 2024 (together with the 2019 Indenture and 2022 Indenture, the “Indenture”).
The 2024 Notes were issued under the 2018 Indenture and a related supplemental indenture dated June 12, 2024 (the “2024 Indenture” and the issuance of such notes, the “Series 2024-1 Issuance”).
However, similar future initiatives could influence public perception of the tanning services we offer and of the benefits of our PF Black Card membership. 28 Table of Contents Environmental, social and governance (ESG) issues may have an adverse effect on our business, financial condition and results of operations and damage our reputation.
Environmental, social and governance (ESG) issues may have an adverse effect on our business, financial condition and results of operations and damage our reputation.
Our growth strategy relies in large part upon new club development by existing and new franchisees.
If we fail to successfully implement our growth strategy, which includes new club development by existing and new franchisees, our ability to increase our revenues and operating profits could be adversely affected. Our growth strategy relies in large part upon new club development by existing and new franchisees.
The leases for corporate-owned clubs generally have initial terms of 10 to 12 years and typically provide for two renewal options in five-year increments as well as for rent escalations. Moreover, although historically we have generally not guaranteed franchisees’ lease agreements, we have done so in a few certain instances and may do so from time to time.
The leases for corporate-owned clubs generally have an initial term of 10 to 12 years and typically include one or more renewal options that can generally extend the lease term from three to 10 years or more, as well as for rent escalations.
Removed
Our failure to successfully execute on our planned expansion of clubs could materially and adversely affect our results of operations and financial condition. 22 Table of Contents Changes in the industry could place strains on our management, employees, information systems and internal controls, which may adversely impact our business.
Added
Moreover, we expect the competition to intensify in the future as new and existing competitors introduce new or enhanced products and services that compete with members’ and prospective members’ time and resources. Competitors, including companies that are larger and have greater resources than us, may compete with us to attract members.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

7 edited+1 added−0 removed9 unchanged
Biggest changeDirector of Security implement and oversees processes for the monitoring of our information systems. This includes the deployment of security measures and system audits to identify potential vulnerabilities. In the event of a cybersecurity incident, we have implemented an incident response plan, which includes actions to mitigate the impact and long-term strategies for remediation and prevention of future incidents.
Biggest changeIn the event of a cybersecurity incident, we have implemented an incident response plan, which includes actions to mitigate the impact and long-term strategies for remediation and prevention of future incidents.
Management’s Role Managing Risk The Vice President of IT Security and the Chief Information Officer (“CIO”) play a pivotal role in informing the Audit Committee on cybersecurity risks.
Management’s Role Managing Risk The Vice President of IT Security, Senior Director of Information Security and Chief Information Officer (“CIO”) play a pivotal role in informing the Audit Committee on cybersecurity risks.
Oversee Third-party Risk Because we are aware of the risks associated with third-party service providers, Planet Fitness implements processes to oversee and manage these risks. We conduct security assessments of third-party providers before engagement and maintain ongoing monitoring to oversee compliance with our cybersecurity standards. Monitor Cybersecurity Incidents The Vice President of IT Security and Sr.
Oversee Third-party Risk Because we are aware of the risks associated with third-party service providers, Planet Fitness implements processes to oversee and manage these risks. We conduct security assessments of third-party providers before engagement and maintain ongoing monitoring to oversee compliance with our cybersecurity standards.
This review helps in identifying areas for improvement and ensuring the alignment of cybersecurity efforts with the overall risk management framework. Reporting to Board of Directors 40 Table of Contents The Vice President of IT Security, in his capacity, regularly informs the CIO, Chief Financial Officer (“CFO”) and other executive team leaders of aspects related to cybersecurity risks and incidents.
This review helps in identifying areas for improvement and ensuring the alignment of cybersecurity efforts with the overall risk management framework. Reporting to Board of Directors The Vice President of IT Security and Senior Director of Information Security regularly informs the CIO, Chief Financial Officer (“CFO”) and other executive team leaders of aspects related to cybersecurity risks and incidents.
Managing Material Risks & Integrated Risk Management 39 Table of Contents Planet Fitness has strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management.
Managing Material Risks & Integrated Risk Management Planet Fitness has strategically integrated cybersecurity risk management into our broader risk management framework informed by industry standards and best practices to promote a company-wide culture of cybersecurity risk management.
These individuals have over two decades of professional experience in various roles across multiple industries involving managing information security, developing cybersecurity strategy, implementing effective information and cybersecurity programs and managing multiple industry and regulatory compliance environments. Both individuals previously held positions similar to their current roles at other large publicly traded organizations, including global retail e-commerce and mobile-commerce brands.
These individuals have over two decades of professional experience in various roles across multiple industries involving managing information security, developing cybersecurity strategy, implementing effective information and cybersecurity programs and managing multiple industry and regulatory 40 Table of Contents compliance environments.
They provide comprehensive briefings to the Audit Committee on a regular basis, with a minimum frequency of once per year.
Both individuals previously held positions similar to their current roles at other large publicly traded organizations, including global retail e-commerce and mobile-commerce brands. They provide comprehensive briefings to the Audit Committee on a regular basis, with a minimum frequency of once per year.
Added
Monitor Cybersecurity Incidents The Vice President of IT Security and Senior Director of Information Security implement and oversees processes for the monitoring of our information systems. This includes the deployment of security measures and system audits to identify potential vulnerabilities.

Item 2. Properties

Properties — owned and leased real estate

3 edited+1 added−3 removed0 unchanged
Biggest changeThe following table lists all of our corporate-owned club counts by state, province or country as of December 31, 2024: State/Province/Country Club Count Florida 66 New York 38 South Carolina 36 Georgia 23 Pennsylvania 22 New Hampshire 22 North Carolina 17 New Jersey 16 California 8 Alabama 6 Delaware 5 Maine 5 Spain 5 Massachusetts 4 Ontario 2 Vermont 2 Franchisee Clubs Franchisees own or directly lease from a third-party each Planet Fitness franchise location.
Biggest changeThe following table lists all of our corporate-owned club counts by state, province or country as of December 31, 2025: State/Province/Country Club Count Florida 68 New York 42 South Carolina 39 Georgia 25 Pennsylvania 23 New Hampshire 23 North Carolina 17 New Jersey 17 Spain 13 Alabama 6 Maine 6 Delaware 5 Massachusetts 4 Ontario 2 Vermont 2 Total 292 Franchisee Clubs Franchisees own or directly lease from a third-party each Planet Fitness franchise location.
We have not historically owned or entered into leases for Planet Fitness franchise clubs and generally do not guarantee franchisees’ lease agreements, although we have done so in a few certain instances and may do so from time to time.
We have not historically owned or entered into leases for Planet Fitness franchise clubs and generally do not guarantee franchisees’ lease agreements, although we have done so in a few certain instances and may do so from time to time. 41 Table of Contents
Item 2. Properties Our New Hampshire Corporate Support Center is located in Hampton, New Hampshire and consists of approximately 71,700 sq. ft. of leased office space. It is the base of operations for our executive management and nearly all of the employees who provide our primary corporate and franchisee support functions.
Item 2. Properties Our Club Support Center is located in Hampton, New Hampshire and consists of approximately 71,700 sq. ft. of leased office space. It is the base of operations for our executive management and nearly all of the employees who provide our primary corporate and franchisee support functions. Corporate-Owned Clubs We lease all but one of our corporate-owned clubs.
Removed
In addition, the Company has a Florida Corporate Support Center located in Orlando, Florida, which consists of 8,168 sq. ft. of leased office space. Corporate-Owned Clubs We lease all but one of our corporate-owned clubs. Our club leases typically have initial terms of 10 years with two five-year renewal options, exercisable in our discretion.
Added
Our club leases typically have initial terms of 10 to 12 years and typically include one or more renewal options that can generally extend the lease term from three to 10 years or more, exercisable at our discretion.
Removed
As of December 31, 2024, we had 277 corporate-owned club locations.
Removed
As of December 31, 2024, we had 2,445 franchisee-owned clubs in all 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico and Australia.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+5 added−2 removed4 unchanged
Biggest changeIssuer Purchases of Equity Securities The following table provides information regarding purchases of shares of our Class A common stock by us and our “affiliated purchasers” (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the three months ended December 31, 2024.
Biggest changeIssuer Purchases of Equity Securities The following table provides information regarding purchases of shares of our Class A common stock by us and our “affiliated purchasers” (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the three months ended December 31, 2025. 43 Table of Contents Issuer Purchases of Equity Securities Month Ending Total Number of Shares Purchased Average Price Paid Per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (2)(3) (in millions) 10/31/2025 — $ — — $350.0 11/30/2025 — $ — — $350.0 12/31/2025 2,548,234 $ 109.88 2,548,234 $0.0 Total 2,548,234 2,548,234 (1) Average price paid per share includes any broker commissions, but excludes our liability under the 1% excise tax on the net amount of our share repurchases required by the Inflation Reduction Act of 2022.
Performance Graph The following graph and table depict the cumulative total shareholder return for our Class A common stock, the S&P 500 Index, the Russell 2000 Index, and the Invesco Dynamic Leisure and Entertainment ETF (“PEJ”) for the five years ended December 31, 2024.
Performance Graph The following graph and table depict the cumulative total shareholder return for our Class A common stock, the S&P 500 Index, the Russell 2000 Index, and the Invesco Dynamic Leisure and Entertainment ETF (“PEJ”) for the five years ended December 31, 2025.
The graph and table assume that $100 was invested at the market close on the last trading day for the fiscal year ending December 31, 2019. The performance graph and table are not intended to be indicative of future performance.
The graph and table assume that $100 was invested at the market close on the last trading day for the fiscal year ending December 31, 2020. The performance graph and table are not intended to be indicative of future performance.
A substantially greater number of holders of our Class A common stock are held in “street name” and held of record by banks, brokers and other financial institutions. As of February 18, 2025, there were 7 stockholders of record of our Class B common stock, and there is no public market for these shares.
A substantially greater number of holders of our Class A common stock are held in “street name” and held of record by banks, brokers and other financial institutions. As of February 20, 2026, there were 7 stockholders of record of our Class B common stock, and there is no public market for these shares.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information for Class A Common Stock 41 Table of Contents Shares of our Class A common stock trade on the NYSE under the symbol “PLNT.” Holders of Record As of February 18, 2025, there were 34 stockholders of record of our Class A common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information for Class A Common Stock Shares of our Class A common stock trade on the NYSE under the symbol “PLNT.” Holders of Record As of February 20, 2026, there were 32 stockholders of record of our Class A common stock.
The performance graph and table shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933 or the Exchange Act. 42 Table of Contents 2019 2020 2021 2022 2023 2024 Planet Fitness, Inc. $ 100.00 $ 103.95 $ 121.29 $ 105.52 $ 97.75 $ 132.39 S&P 500 Index $ 100.00 $ 116.26 $ 147.52 $ 118.84 $ 147.64 $ 182.05 Russell 2000 (Total Return) Index $ 100.00 $ 118.36 $ 134.57 $ 105.56 $ 121.49 $ 133.66 Invesco Dynamic Leisure and Entertainment ETF (PEJ) $ 100.00 $ 89.54 $ 110.75 $ 83.90 $ 98.62 $ 125.31 Unregistered Sales of Equity Securities There were no unregistered sales of equity securities during the fourth quarter of the year ended December 31, 2024.
The performance graph and table shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933 or the Exchange Act. 42 Table of Contents 2020 2021 2022 2023 2024 2025 Planet Fitness, Inc. $ 100.00 $ 116.68 $ 101.51 $ 94.04 $ 127.36 $ 139.73 S&P 500 Index $ 100.00 $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16 Russell 2000 Index $ 100.00 $ 114.82 $ 91.35 $ 106.82 $ 119.14 $ 134.40 Invesco Dynamic Leisure and Entertainment ETF (PEJ) $ 100.00 $ 122.78 $ 92.08 $ 107.31 $ 135.41 $ 161.32 Unregistered Sales of Equity Securities There were no unregistered sales of equity securities during the fourth quarter of the year ended December 31, 2025.
The 2024 share repurchase program became effective on September 16, 2024 upon the completion of the ASR Agreement. As of December 31, 2024, there is $500,000,000 remaining under the 2024 share repurchase program. Purchases may be effected through one or more open market transactions, privately negotiated transactions, transactions structured through investment banking institutions, or a combination of the foregoing.
Purchases may be effected through one or more open market transactions, privately negotiated transactions, transactions structured through investment banking institutions, or a combination of the foregoing. The Company may terminate the program at any time. Item 6. [Reserved]
Removed
Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (1) 10/31/2024 — $ — — $500,000,000 11/30/2024 — $ — — $500,000,000 12/31/2024 — $ — — $500,000,000 Total — $ — — (1) On June 13, 2024, our board of directors approved the 2024 share repurchase program of up to $500,000,000 to replace the 2022 share repurchase program, contingent upon the completion of the ASR Agreement.
Added
(2) On December 12, 2025, the Company entered into a $350 million accelerated share repurchase agreement (the “2025 ASR Agreement”) with Citibank, N.A. (the “Bank”), under the 2024 share repurchase program.
Removed
The Company may terminate the program at any time. Item 6. [Reserved]
Added
Pursuant to the terms of the 2025 ASR Agreement, on December 16, 2025, the Company paid the Bank $350 million in cash and received 2,548,234 shares of the Company’s Class A common stock, which were retired, representing 80% of the total 2025 ASR Agreement value based on the closing price of the Company’s Class A common stock on the commencement date of the transaction.
Added
Subsequent to the year ended December 31, 2025, final settlement of the 2025 ASR Agreement occurred on January 12, 2026, where the Bank delivered and the Company retired an additional 754,644 shares of the Company’s Class A common stock.
Added
The final number of shares repurchased was determined based on the volume-weighted average stock price of the Company’s Class A common stock of $108.76 during the term of the transaction, less a discount and subject to adjustments pursuant to the terms and conditions of the 2025 ASR Agreement.
Added
(3) On December 15, 2025, the Company’s board of directors approved a share repurchase program of up to $500 million, contingent upon, and effective at, the completion of the 2025 ASR Agreement, to replace the previously approved 2024 share repurchase program. The 2025 Share Repurchase Program became effective on January 12, 2026 upon the completion of the 2025 ASR Agreement.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

114 edited+23 added−22 removed72 unchanged
Biggest changeResults of Operations Comparison of the years ended December 31, 2024 and December 31, 2023 The following table sets forth a comparison of our consolidated statements of operations in dollars and as a percentage of total revenue: Years Ended December 31, 2024 2023 (in thousands) Amount % of Total Revenues Amount % of Total Revenues Revenue: Franchise $ 344,320 29.1% $ 317,917 29.7% National advertising fund revenue 78,927 6.7% 70,012 6.5% Franchise segment 423,247 35.8% 387,929 36.2% Corporate-owned clubs 502,287 42.5% 449,296 41.9% Equipment 256,120 21.7% 234,101 21.9% Total revenue 1,181,654 100.0% 1,071,326 100.0% Operating costs and expenses: Cost of revenue 197,122 16.7% 190,026 17.7% Club operations 290,507 24.6% 253,619 23.7% Selling, general and administrative 129,146 10.9% 124,930 11.7% National advertising fund expense 79,009 6.7% 70,095 6.5% Depreciation and amortization 160,346 13.6% 149,413 13.9% Other losses, net 1,326 0.1% 10,379 1.0% Total operating costs and expenses 857,456 72.6% 798,462 74.5% Income from operations 324,198 27.4% 272,864 25.5% Other income (expense), net: Interest income 23,115 2.0% 17,741 1.7% Interest expense (100,037) (8.5)% (86,576) (8.1)% Other expense, net (548) —% 3,512 0.3% Total other income (expense), net (77,470) (6.5)% (65,323) (6.1)% Income before income taxes 246,728 20.9% 207,541 19.4% Provision for income taxes 68,443 5.8% 58,512 5.5% Losses from equity-method investments, net of tax (4,042) (0.3)% (1,994) (0.2)% Net income 174,243 14.8% 147,035 13.7% Less net income attributable to non-controlling interests 2,201 0.2% 8,722 0.8% Net income attributable to Planet Fitness, Inc. $ 172,042 14.6% $ 138,313 12.9% Revenue Total revenues were $1,181.7 million in the year ended December 31, 2024, compared to $1,071.3 million in the year ended December 31, 2023, an increase of $110.3 million, or 10.3%.
Biggest changeResults of Operations Comparison of the years ended December 31, 2025 and December 31, 2024 The following table sets forth a comparison of our consolidated statements of operations in dollars and as a percentage of total revenue: Years Ended December 31, 2025 2024 (in thousands) Amount % of Total Revenues Amount % of Total Revenues Revenue: Franchise $ 380,971 28.8% $ 344,320 29.1% National advertising fund revenue 86,987 6.6% 78,927 6.7% Franchise segment 467,958 35.4% 423,247 35.8% Corporate-owned clubs 546,097 41.2% 502,287 42.5% Equipment 310,089 23.4% 256,120 21.7% Total revenue 1,324,144 100.0% 1,181,654 100.0% Operating costs and expenses: Cost of revenue 230,308 17.4% 197,122 16.7% Club operations 318,545 24.1% 290,507 24.6% Selling, general and administrative 137,634 10.4% 129,146 10.9% National advertising fund expense 87,580 6.6% 79,009 6.7% Depreciation and amortization 155,785 11.8% 160,346 13.6% Other (gain) loss, net (385) —% 1,326 0.1% Total operating costs and expenses 929,467 70.3% 857,456 72.6% Income from operations 394,677 29.7% 324,198 27.4% Other income (expense), net: Interest income 22,999 1.7% 23,115 2.0% Interest expense (108,244) (8.2)% (100,037) (8.5)% Other expense, net (454) —% (548) —% Total other expense, net (85,699) (6.5)% (77,470) (6.5)% Income before income taxes 308,978 23.2% 246,728 20.9% Provision for income taxes 85,874 6.5% 68,443 5.8% Losses from equity-method investments, net of tax (2,840) (0.2)% (4,042) (0.3)% Net income 220,264 16.5% 174,243 14.8% Less net income attributable to non-controlling interests 1,160 0.1% 2,201 0.2% Net income attributable to Planet Fitness, Inc. $ 219,104 16.4% $ 172,042 14.6% Revenue Total revenues were $1.3 billion in the year ended December 31, 2025, compared to $1.2 billion in the year ended December 31, 2024, an increase of $142.5 million, or 12.1%.
PF Black Card members pay higher monthly membership dues than our standard Classic Card membership and receive additional benefits for these additional fees. These benefits include access to all of our clubs system-wide, guest privileges and access to exclusive areas in our clubs that provide amenities such as water massage beds, massage chairs, tanning equipment and more.
PF Black Card members pay higher monthly membership dues than our standard Classic Card membership and receive additional benefits for these additional fees. These benefits include access to all of our clubs system-wide, guest privileges and access to exclusive areas in our clubs that provide amenities such as water massage beds and chairs, massage chairs, tanning equipment and more.
Pursuant to the terms of the ASR Agreement, on June 14, 2024, the Company paid the Bank $280.0 million in cash and received 3,090,507 shares of the Company’s Class A common stock, which were retired, and the Company recorded an increase to accumulated deficit of $224.0 million, representing 80% of the total ASR Agreement value based on the closing price of the Company’s Class A common stock on the commencement date of the transaction.
Pursuant to the terms of the 2024 ASR Agreement, on June 14, 2024, the Company paid the Bank $280.0 million in cash and received 3,090,507 shares of the Company’s Class A common stock, which were retired, and the Company recorded an increase to accumulated deficit of $224.0 million, representing 80% of the total 2024 ASR Agreement value based on the closing price of the Company’s Class A common stock on the commencement date of the transaction.
Final settlement of the ASR Agreement occurred on September 16, 2024. At final settlement, the Bank delivered 668,432 additional shares of the Company’s Class A common stock, which were retired by the Company.
Final settlement of the 2024 ASR Agreement occurred on September 16, 2024. At final settlement, the Bank delivered 668,432 additional shares of the Company’s Class A common stock, which were retired by the Company.
Segment Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, and amortization, adjusted for the impact of certain non-cash and other items that the Operating Decision Maker (“CODM”) does not consider in her evaluation of ongoing performance of the segment’s core operations. For additional information, see Note 19 to the consolidated financial statements.
Segment Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, and amortization, adjusted for the impact of certain non-cash and other items that the Chief Operating Decision Maker (“CODM”) does not consider in her evaluation of ongoing performance of the segment’s core operations. For additional information, see Note 19 to the consolidated financial statements.
The final number of shares repurchased was determined based on the volume-weighted average stock price of the Company’s Class A common stock of $76.88 during the term of the transaction, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreement.
The final number of shares repurchased was determined based on the volume-weighted average stock price of the Company’s Class A common stock of $76.88 during the term of the transaction, less a discount and subject to adjustments pursuant to the terms and conditions of the 2024 ASR Agreement.
The ASR Agreement had been evaluated as an unsettled forward contract indexed to our Class A common stock, with $56.0 million classified as an increase to accumulated deficit at the original date of payment.
The 2024 ASR Agreement had been evaluated as an unsettled forward contract indexed to our Class A common stock, with $56.0 million classified as an increase to accumulated deficit at the original date of payment.
Our presentation of Adjusted EBITDA, four-wall Adjusted EBITDA, Royalty adjusted four-wall EBITDA, Adjusted net income and Adjusted net income per share, diluted should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items. 48 Table of Contents We define Adjusted EBITDA as net income before interest, taxes, depreciation and amortization, as adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing performance of the Company’s core operations.
Our presentation of Adjusted EBITDA, four-wall Adjusted EBITDA, Royalty adjusted four-wall EBITDA, Adjusted net income and Adjusted net income per share, diluted should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items. 49 Table of Contents We define Adjusted EBITDA as net income before interest, taxes, depreciation and amortization, as adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing performance of the Company’s core operations.
These costs primarily consist of payroll, information technology, marketing, legal, accounting, and insurance related expenses. • NAF Expense: Consists of expenses incurred on behalf of the NAFs (“NAF expense”).
These costs primarily consist of payroll, information technology, marketing, legal, accounting, strategy and insurance related expenses. • NAF Expense: Consists of expenses incurred on behalf of the NAFs (“NAF expense”).
(6) Represents the Company’s pro-rata portion of the basis difference related to intangible asset amortization expense in its equity method investees, which is included within losses from equity-method investments, net of tax on our consolidated statements of operations. (7) Represents certain other gains and charges that we do not believe reflect our underlying business performance.
(7) Represents the Company’s pro-rata portion of the basis difference related to intangible asset amortization expense in its equity method investees, which is included within losses from equity-method investments, net of tax on our consolidated statements of operations. (8) Represents certain other gains and charges that we do not believe reflect our underlying business performance.
Discussions of fiscal 2022 items and year-to-year comparisons between fiscal 2023 and fiscal 2022 that are not included in this Form 10-K can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our annual report on Form 10-K for the fiscal year ended December 31, 2023.
Discussions of fiscal 2023 items and year-to-year comparisons between fiscal 2024 and fiscal 2023 that are not included in this Form 10-K can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our annual report on Form 10-K for the fiscal year ended December 31, 2024.
These are primarily related to fair value adjustments to deferred rent. 51 Table of Contents (5) Includes the effect of royalties at a rate of 7.0% on gross monthly and annual membership billings as if the clubs were similar to a franchisee-owned club at the current franchise royalty rate.
These are primarily related to fair value adjustments to deferred rent. 52 Table of Contents (5) Includes the effect of royalties at a rate of 7.0% on gross monthly and annual membership billings as if the clubs were similar to a franchisee-owned club at the current franchise royalty rate.
A share repurchase excise tax of $2.5 million was recorded in connection with the Company’s share repurchases during the year ended December 31, 2024. 2024 share repurchase program On June 13, 2024, the Company’s board of directors approved a share repurchase program of up to $500.0 million to replace the 2022 share repurchase program contingent upon the completion of the ASR Agreement.
A share repurchase excise tax of $2.5 million was recorded in connection with the Company’s share repurchases during the year ended December 31, 2024. 2024 share repurchase program On June 13, 2024, the Company’s board of directors approved a share repurchase program of up to $500.0 million (the “2024 Share Repurchase Program”) to replace the 2022 share repurchase program, contingent upon the completion of the 2024 ASR Agreement.
For the majority of our equipment purchase obligations, our policy is to require the franchisee to provide us with either a deposit or proof of a committed financing arrangement. Off-Balance Sheet Arrangements As of December 31, 2024, our off-balance sheet arrangements consisted of guarantees of lease agreements for certain franchisees.
For the majority of our equipment purchase obligations, our policy is to require the franchisee to provide us with either a deposit or proof of a committed financing arrangement. Off-Balance Sheet Arrangements As of December 31, 2025, our off-balance sheet arrangements consisted of guarantees of lease agreements for certain franchisees.
The amount and timing of the collection of royalties and membership dues and fees at corporate-owned clubs is, therefore, generally fairly predictable. Our corporate-owned clubs also historically generate strong operating margins and cash flows, as a significant portion of our costs are fixed or semi-fixed, such as rent and labor.
The amount and timing of the collection of royalties and membership dues and fees at corporate-owned clubs is, therefore, generally fairly predictable. 45 Table of Contents Our corporate-owned clubs also historically generate strong operating margins and cash flows, as a significant portion of our costs are fixed or semi-fixed, such as rent and labor.
Our ability to repurchase shares at any particular time is also subject to the terms of the Indenture governing the Securitized Senior Notes. Purchases may be effected through one or more open market transactions, privately negotiated transactions, transactions structured through investment banking institutions, or a combination of the foregoing. The Company may terminate the program at any time.
Our ability to repurchase shares at any particular time is also subject to the terms of the Indenture governing the Securitized Senior Notes. Purchases may be effected through one or more open market transactions, privately negotiated transactions, transactions structured through investment banking institutions, or a combination of the foregoing.
(3) Represents certain expenses recorded in connection with the departure of the former Chief Executive Officer, including costs associated with the search for, and stock-based compensation associated with certain equity awards granted to the Company’s new Chief Executive Officer and retention payments for certain key employees through the Chief Executive Officer transition.
(2) Represents certain expenses recorded in connection with the departure of the former Chief Executive Officer, including costs associated with the search for, and stock-based compensation associated with certain equity awards granted to, the Company’s Chief Executive Officer and retention payments for certain key employees through the Chief Executive Officer transition.
We bill monthly dues on or around the 17 th of every month and bill annual fees once per year to each member based upon when the member signed their membership agreement. System-wide sales were $4.8 billion and $4.5 billion during the years ended December 31, 2024 and 2023, respectively.
We typically bill monthly dues on or around the 17 th of every month and bill annual fees once per year to each member based upon when the member signed their membership agreement. System-wide sales were $5.3 billion and $4.8 billion during the years ended December 31, 2025 and 2024, respectively.
As of December 31, 2024, approximately 93% of members at our corporate clubs paid their monthly dues by EFT. • Equipment segment revenue : Includes equipment revenue for new franchisee-owned clubs as well as replacement equipment for existing franchisee-owned clubs, in the U.S., Canada and Mexico. Franchisee-owned clubs are generally required to replace their equipment every five to nine years.
As of December 31, 2025, approximately 92% of members at our corporate clubs paid their monthly dues by EFT. • Equipment segment revenue : Includes equipment revenue for new franchisee-owned clubs as well as replacement equipment for existing franchisee-owned clubs, in the U.S., Canada and Mexico. Franchisee-owned clubs are generally required to replace their equipment every five to nine years.
The working capital cash outflow was primarily attributable to a decrease in the tax benefit arrangement liability as a result of payments made during 2024, an increase in accounts receivable due to higher equipment sales to existing franchisee-owned clubs, and an increase in other assets and other current assets primarily from other receivables and general prepaid expenses.
The working capital cash outflows were primarily attributable to a decrease in the tax benefit arrangement liability as a result of payments made during 2024, an increase in accounts receivable due to higher equipment sales to existing franchisee-owned clubs, and an increase in other assets and other current assets primarily from other receivables and general prepaid expenses.
Changes in the projected liability under these tax benefit arrangements are 58 Table of Contents and will be recorded as a component of other income (expense) each period. The projection of future taxable income involves significant judgment.
Changes in the projected liability under these tax benefit arrangements are and will be recorded as a component of other income (expense) each period. The projection of future taxable income involves significant judgment.
Same club sales of our international clubs are calculated on a constant currency basis, meaning that we translate the 47 Table of Contents current year’s same club sales of our international clubs at the same exchange rates used in the prior year.
Same club sales of our international clubs are calculated on a constant currency basis, meaning that we translate the current year’s same club sales of our international clubs at the same exchange rates used in the prior year.
As of December 31, 2024, the Company has provided a valuation allowance of $6.6 million against the portion of its deferred tax assets for which the Company does not have sufficient positive evidence to support its recoverability. We recognize the effects of income tax positions only if those positions are more likely than not of being sustained.
As of December 31, 2025, the Company has provided a valuation allowance of $10.4 million against the portion of its deferred tax assets for which the Company does not have sufficient positive evidence to support its recoverability. We recognize the effects of income tax positions only if those positions are more likely than not of being sustained.
In projecting future taxable income, we consider our historical results and incorporate certain assumptions. As of December 31, 2024, we recognized $466.9 million of liabilities relating to our obligations under the tax benefit arrangements. We concluded that we would have sufficient future taxable income to utilize all of the related tax benefits generated by all transactions that occurred.
In projecting future taxable income, we consider our historical results and incorporate certain assumptions. As of December 31, 2025, we recognized $415.8 million of liabilities relating to our obligations under the tax benefit arrangements. We concluded that we would have sufficient future taxable income to utilize all of the related tax benefits generated by all transactions that occurred.
Our maximum total commitment under these agreements is approximately $4.5 million and would only require payment upon default by the primary obligor. The estimated fair value of these guarantees at December 31, 2024 was not material, and no accrual has been recorded for our potential obligation under these arrangements.
Our maximum total commitment under these agreements is approximately $3.7 million and would only require payment upon default by the primary obligor. The estimated fair value of these guarantees at December 31, 2025 was not material, and no accrual has been recorded for our potential obligation under these arrangements.
This source of revenue comprised 21.7% and 21.9% of our total revenue for the years ended December 31, 2024 and 2023, respectively. See Item 8: Financial Statements and Supplementary Data - Note 2(e) for further discussion on our revenue streams and revenue recognition policies.
This source of revenue comprised 23.4% and 21.7% of our total revenue for the years ended December 31, 2025 and 2024, respectively. See Item 8: Financial Statements and Supplementary Data - Note 2(e) for further discussion on our revenue streams and revenue recognition policies.
Provision for income taxes Income tax expense was $68.4 million for the year ended December 31, 2024, compared to $58.5 million for the year ended December 31, 2023, an increase of $9.9 million, or 17.0%. This increase is primarily attributable to our higher income before taxes in the current year compared to the prior year.
Provision for income taxes Income tax expense was $85.9 million for the year ended December 31, 2025, compared to $68.4 million for the year ended December 31, 2024, an increase of $17.4 million, or 25.5%. This increase is primarily attributable to our higher income before taxes in the current year compared to the prior year.
This increase was primarily attributable to $4.6 million from higher same club sales and new clubs opened since January 1, 2023 and $3.7 million from the collection of national advertising fund revenue on annual fees.
This increase was primarily attributable to $5.6 million from higher same club sales and new clubs opened since January 1, 2024 and $2.3 million from the collection of national advertising fund revenue on annual fees.
Estimating future taxable income is inherently uncertain and requires judgment. As of December 31, 2024, we had $468.8 million of net deferred tax assets, net of valuation allowances. We expect to realize future tax benefits related to the utilization of these assets.
Estimating future taxable income is inherently uncertain and requires judgment. As of December 31, 2025, we had $405.5 million of net deferred tax assets, net of valuation allowances. We expect to realize future tax benefits related to the utilization of these assets.
Actual taxable income may differ from estimates, which could significantly impact the liability under the tax benefit arrangements and the Company’s consolidated results of operations. Investments and allowance for expected credit losses Our held-to-maturity debt security is reported at amortized cost. We reserve for expected credit losses on our held-to-maturity debt securities through the allowance for expected credit losses.
Actual taxable income may differ from estimates, which could significantly impact the liability under the tax benefit arrangements and the Company’s consolidated results of operations. 60 Table of Contents Investments and allowance for expected credit losses Our held-to-maturity debt security is reported at amortized cost.
This source of revenue comprised 42.5% and 41.9% of our total revenue for the years ended December 31, 2024 and 2023, respectively.
This source of revenue comprised 41.2% and 42.5% of our total revenue for the years ended December 31, 2025 and 2024, respectively.
A held-to-maturity investment security and its allowance for expected credit losses is written off when deemed uncollectible. 59 Table of Contents
A held-to-maturity investment security and its allowance for expected credit losses is written off when deemed uncollectible.
The following table shows our same club sales: Years Ended December 31, 2024 2023 Same club sales growth: Franchisee-owned clubs 5.2 % 8.5 % Corporate-owned clubs 4.5 % 10.1 % System-wide clubs 5.0 % 8.7 % Number of clubs in same club sales base: Franchisee-owned clubs 2,296 2,144 Corporate-owned clubs 253 231 Total clubs 2,554 2,384 Net member growth Net member growth refers to the net change in total members in relation to total clubs over time.
The following table shows our same club sales: Years Ended December 31, 2025 2024 Same club sales growth: Franchisee-owned clubs 6.8 % 5.2 % Corporate-owned clubs 6.0 % 4.5 % System-wide clubs 6.7 % 5.0 % Number of clubs in same club sales base: Franchisee-owned clubs 2,398 2,296 Corporate-owned clubs 266 253 Total clubs 2,672 2,554 Net member growth Net member growth refers to the net change in total members in relation to total clubs over time.
Our franchise segment revenue comprised 35.8% and 36.2% of our total revenue for the years ended December 31, 2024 and 2023, respectively. • Corporate-owned club segment revenue : Includes monthly membership dues, enrollment fees, annual fees, and other fees paid by our members as well as retail sales.
This source of revenue comprised 35.4% and 35.8% of our total revenue for the years ended December 31, 2025 and 2024, respectively. • Corporate-owned club segment revenue : Includes monthly membership dues, enrollment fees, annual fees, other fees paid by our members, and retail sales.
The $1.2 million increase in franchise and other fees was primarily attributable to an increase in PF Perks revenue and the $1.1 million increase in placement revenue was primarily driven by higher replacement equipment placements. Also impacting franchise revenue was a $1.4 million decrease in revenue associated with the sale of HVAC units to franchisees.
The $7.8 million increase in franchise and other fees was primarily attributable to higher join fees, commission income and PF Perks revenue and the $2.1 million increase in placement revenue was primarily attributable to higher replacement equipment placements. Also impacting franchise revenue was a $1.6 million decrease in revenue associated with the sale of HVAC units to franchisees.
Corporate-owned clubs Corporate-owned clubs Segment Adjusted EBITDA was $188.8 million in the year ended December 31, 2024, compared to $173.3 million in the year ended December 31, 2023, an increase of $15.4 million, or 8.9%.
Corporate-owned clubs Corporate-owned clubs Segment Adjusted EBITDA was $206.3 million in the year ended December 31, 2025, compared to $188.8 million in the year ended December 31, 2024, an increase of $17.6 million, or 9.3%.
Composition of Revenues, Expenses and Cash Flows Revenues We generate revenue from three primary sources: • Franchise segment revenue: Franchise segment revenue relates to services we provide to support our franchisees and includes royalties, contributions to our NAFs (“NAF revenue”), franchise fees, upfront fees from ADAs, transfer fees, equipment placement revenue, membership join fees and other fees associated with our franchisee-owned clubs.
As of December 31, 2025, we had contractual commitments to open approximately 750 new clubs. 44 Table of Contents Composition of Revenues, Expenses and Cash Flows Revenues We generate revenue from three primary sources: • Franchise segment revenue: Franchise segment revenue relates to services we provide to support our franchisees and includes royalties, contributions to our NAFs (“NAF revenue”), franchise fees, upfront fees from ADAs, transfer fees, equipment placement revenue, membership join fees and other fees associated with our franchisee-owned clubs.
National advertising fund expense National advertising fund expense was $79.0 million in the year ended December 31, 2024, compared to $70.1 million in the year ended December 31, 2023, an increase of $8.9 million, or 12.7%. This increase was primarily a result of higher advertising and marketing expenditures due to higher national advertising revenue as described above.
National advertising fund expense National advertising fund expense was $87.6 million in the year ended December 31, 2025, compared to $79.0 million in the year ended December 31, 2024, an increase of $8.6 million, or 10.8%. This increase was primarily a result of higher advertising and marketing expenditures attributable to higher national advertising revenue, as described above.
Club operations Club operations expense, which relates to our Corporate-owned clubs segment, was $290.5 million in the year ended December 31, 2024 compared to $253.6 million in the year ended December 31, 2023, an increase of $36.9 million, or 14.5%.
Club operations Club operations expense, which relates to our Corporate-owned clubs segment, was $318.5 million in the year ended December 31, 2025 compared to $290.5 million in the year ended December 31, 2024, an increase of $28.0 million, or 9.7%.
This increase was primarily due to higher franchise and NAF revenue of $26.4 million and $8.9 million, respectively, and $3.1 million of lower selling, general and administrative expense, partially offset by $8.9 million of higher NAF expense.
This increase was primarily attributable to higher franchise and NAF revenue of $36.7 million and $8.1 million, respectively, and $1.4 million of lower other expense, net, partially offset by $8.6 million of higher NAF expense and $1.9 million of higher selling, general and administrative expense.
The allowance for expected credit losses estimate reflects a lifetime loss estimate and is based on historical loss information for assets with similar risk characteristics, adjusted for management’s expectations.
We reserve for expected credit losses on our held-to-maturity debt securities through the allowance for expected credit losses. The allowance for expected credit losses estimate reflects a lifetime loss estimate and is based on historical loss information for assets with similar risk characteristics, adjusted for management’s expectations.
Same club sales Same club sales refers to year-over-year sales comparisons for the same club sales base of both corporate-owned and franchisee-owned clubs. We define the same club sales base to include those clubs that have been open and for which monthly membership dues have been billed for longer than 12 months.
We define the same club sales base to include those clubs that have been open and for which monthly membership dues have been billed for longer than 12 months. We measure same club sales based solely upon monthly dues billed to members of our corporate-owned and franchisee-owned clubs.
This increase was primarily attributable to $41.7 million from the corporate-owned clubs in the same club sales base, of which $23.6 million was attributable to a same clubs sales increase of 4.5%, $8.7 million was attributable to higher annual fee revenue and $9.4 million was attributable to other fees.
This increase was primarily attributable to $28.1 million of higher revenue from the corporate-owned clubs in the same club sales base, of which $21.1 million was attributable to a same clubs sales increase of 6.0%, $3.6 million was attributable to higher other fees and $3.4 million was attributable to higher annual fee revenue.
(5) Represents a gain (loss) related to the adjustment of our tax benefit arrangements primarily due to changes in our deferred state tax rate.
(5) Represents a loss related to the adjustment of our tax benefit arrangements primarily due to changes in our deferred state tax rate. (6) Represents a gain on the sale of eight corporate-owned clubs to a franchisee.
Based on our current level of operations, we believe that with our available cash balance, the cash generated from our operations, and amounts available under our Variable Funding Notes will be adequate to meet our anticipated debt service requirements and obligations under our tax benefit arrangements, capital expenditures and working capital needs for at least the next 12 months.
Based on our current level of operations, we believe that our available cash balance, the cash generated from operations, and amounts available under our Variable Funding Notes will be adequate to meet the above needs for at least the next 12 months.
National advertising fund revenue was $78.9 million in the year ended December 31, 2024, compared to $70.0 million in the year ended December 31, 2023, an increase of $8.9 million, or 12.7%.
National advertising fund revenue was $87.0 million in the year ended December 31, 2025, compared to $78.9 million in the year ended December 31, 2024, an increase of $8.1 million, or 10.2%.
Additionally, $11.3 million was from new clubs opened and acquired since January 1, 2023 before they move into the same club sales base. Equipment segment revenue was $256.1 million in the year ended December 31, 2024, compared to $234.1 million in the year ended December 31, 2023, an increase of $22.0 million, or 9.4%.
Additionally, $15.7 million was from new clubs opened and acquired since January 1, 2024 before moving into the same club sales base. Equipment segment revenue was $310.1 million in the year ended December 31, 2025, compared to $256.1 million in the year ended December 31, 2024, an increase of $54.0 million, or 21.1%.
Our Franchise segment includes operations related to our franchising business in the United States, Puerto Rico, Canada, Panama, Mexico and Australia, as well as revenues and expenses of the NAFs. Our Corporate-owned clubs segment includes operations with respect to all corporate-owned clubs throughout the U.S., Canada, and Spain.
Our Segments We operate and manage our business in three business segments: Franchise, Corporate-owned clubs and Equipment. Our Franchise segment includes operations related to our franchising business in the United States, Puerto Rico, Canada, Panama, Mexico and Australia, as well as revenues and expenses of the NAFs.
(2) Assumes the full exchange of all outstanding Holdings Units and corresponding shares of Class B common stock for shares of Class A common stock of Planet Fitness, Inc. as of the beginning of the period presented.
(2) Represents net income attributable to non-controlling interests and the assumed exchange of all outstanding Holdings Units and corresponding shares of Class B common stock for shares of Class A common stock of Planet Fitness, Inc. as of the beginning of the period presented.
For the 2012 Acquisition, 57 Table of Contents intangible assets consisted of trade and brand names, member relationships, franchisee relationships related to both our franchise and equipment segments, non-compete agreements, order backlog and favorable and unfavorable leases.
For the 2012 Acquisition, intangible assets consisted of trade and brand names, member relationships, franchisee relationships related to both our franchise and equipment segments, non-compete agreements, order backlog and favorable and unfavorable leases. For other acquisitions, which consist of acquisitions of clubs from franchisees, intangible assets generally consist of member relationships, re-acquired franchise rights, and favorable and unfavorable leases.
PF Black Card penetration percentage Our PF Black Card penetration percentage represents the number of our recurring billing members that have opted to enroll in our PF Black Card membership program as a percentage of our total recurring billing membership base.
Our average royalty rate was 6.7% and 6.6% as of December 31, 2025 and 2024, respectively. PF Black Card penetration percentage Our PF Black Card penetration percentage represents the number of our recurring billing members that have opted to enroll in our PF Black Card membership program as a percentage of our total recurring billing membership base.
(3) Represents certain expenses recorded in connection with the departure of the former Chief Executive Officer, including costs associated with the search for, and stock-based compensation associated with certain equity awards granted to the Company’s new Chief Executive Officer and retention payments for certain key employees through the Chief Executive Officer transition. 49 Table of Contents (4) Represents costs associated with legal matters in which the Company is a defendant.
(2) Represents certain expenses recorded in connection with the departure of the former Chief Executive Officer, including costs associated with the search for, and stock-based compensation associated with certain equity awards granted to, the Company’s Chief Executive Officer and retention payments for certain key employees through the Chief Executive Officer transition. (3) Represents insurance recoveries, net of costs incurred.
We view PF Black Card penetration percentage as a critical metric in assessing the performance and growth of our business.
We view PF Black Card penetration percentage as a critical metric in assessing the performance and growth of our business. Our PF Black Card penetration percentage was 66.5% and 63.9% as of December 31, 2025 and 2024, respectively.
Selling, general and administrative Selling, general and administrative expense was $129.1 million in the year ended December 31, 2024, compared to $124.9 million in the year ended December 31, 2023, an increase of $4.2 million, or 3.4%.
Selling, general and administrative Selling, general and administrative expense was $137.6 million in the year ended December 31, 2025, compared to $129.1 million in the year ended December 31, 2024, an increase of $8.5 million, or 6.6%.
Other losses, net Other losses, net was $1.3 million in the year ended December 31, 2024, compared to $10.4 million in the year ended December 31, 2023.
Other (gain) loss, net Other (gain) loss, net was a $0.4 million gain in the year ended December 31, 2025, compared to a $1.3 million loss in the year ended December 31, 2024.
Revenue from our corporate-owned clubs segment was $502.3 million in the year ended December 31, 2024, compared to $449.3 million in the year ended December 31, 2023, an increase of $53.0 million, or 11.8%.
Corporate-owned clubs segment revenue was $546.1 million in the year ended December 31, 2025, compared to $502.3 million in the year ended December 31, 2024, an increase of $43.8 million, or 8.7%.
Interest expense was $100.0 million in the year ended December 31, 2024, compared to $86.6 million in the year ended December 31, 2023, an increase of $13.5 million, or 15.5%.
Interest expense was $108.2 million in the year ended December 31, 2025, compared to $100.0 million in the year ended December 31, 2024, an increase of $8.2 million, or 8.2%.
In February 2022, the Master Issuer also issued the Series 2022-1 Class A-1 Notes, which allow for the drawing of up to $75 million of Variable Funding Notes, including a letter of credit facility. The 2022 Variable Funding Notes are undrawn as of December 31, 2024.
In February 2022 and December 2025, the Master Issuer also issued the Series 2022-1 Class A-1 Notes and the Series 2025-1 Class A-1 Notes, both of which allow for the drawing of up to $75 million of Variable Funding Notes (the “2022 Variable Funding Notes” and “2025 Variable Funding Notes”), including letters of credit facilities.
Summary of Cash Flows Years Ended December 31, (in thousands) 2024 2023 Net cash provided by (used in): Operating activities $ 343,873 $ 330,254 Investing activities (208,711) (339,991) Financing activities (104,995) (141,417) Effect of foreign exchange rates on cash (2,614) 776 Net increase (decrease) in cash, cash equivalents and restricted cash $ 27,553 $ (150,378) Operating activities Net cash provided by operating activities of $343.9 million for the year ended December 31, 2024 was primarily attributable to $174.2 million of net income and $234.2 million of adjustments to reconcile net income to net cash provided by operating activities, primarily consisting of depreciation and amortization, deferred tax expense, stock-based compensation expense, amortization of deferred financing costs, loss on extinguishment of debt and other adjustments, partially offset by a $64.6 million working capital cash outflow.
Summary of Cash Flows Years Ended December 31, (in thousands) 2025 2024 Net cash provided by (used in): Operating activities $ 418,421 $ 343,873 Investing activities (160,164) (208,711) Financing activities (198,095) (104,995) Effect of foreign exchange rates on cash 2,120 (2,614) Net increase in cash, cash equivalents and restricted cash $ 62,282 $ 27,553 Operating activities Net cash provided by operating activities of $418.4 million for the year ended December 31, 2025 was primarily attributable to $220.3 million of net income and $238.5 million of adjustments to reconcile net income to net cash provided by operating activities, primarily consisting of depreciation and amortization, deferred tax expense, equity-based compensation expense, amortization of deferred financing costs, loss on extinguishment of debt and other adjustments, partially offset by $40.4 million of working capital cash outflows.
(6) Represents the Company’s pro-rata portion of the basis difference related to intangible asset amortization expense in its equity method investees, which is included within losses from equity-method investments, net of tax on our consolidated statements of operations. (7) Represents certain other gains and charges that we do not believe reflect our underlying business performance.
(6) Represents a gain on the sale of eight corporate-owned clubs to a franchisee. (7) Represents the Company’s pro-rata portion of the basis difference related to intangible asset amortization expense in its equity method investees, which is included within losses from equity-method investments, net of tax on our consolidated statements of operations.
Capital expenditures for the years ended December 31, 2024 and 2023 were as follows: 55 Table of Contents Years Ended December 31, (in thousands) 2024 2023 New corporate-owned clubs $ 65,421 $ 52,606 Existing corporate-owned clubs 66,376 59,580 Information systems 22,159 23,563 Corporate and all other 1,105 237 Total capital expenditures $ 155,061 $ 135,986 Financing activities For the year ended December 31, 2024, net cash used in financing activities was $105.0 million compared to net cash used in financing activities of $141.4 million in the year ended December 31, 2023, a decrease of $36.4 million.
Capital expenditures for the years ended December 31, 2025 and 2024 were as follows: Years Ended December 31, (in thousands) 2025 2024 New corporate-owned clubs $ 66,526 $ 65,421 Existing corporate-owned clubs 80,829 66,376 Information systems 11,637 22,159 Corporate and all other 4,678 1,105 Total capital expenditures $ 163,670 $ 155,061 Financing activities For the year ended December 31, 2025, net cash used in financing activities was $198.1 million compared to net cash used in financing activities of $105.0 million in the year ended December 31, 2024, an increase of $93.1 million.
A reconciliation of net income, the most directly comparable GAAP measure, to Adjusted net income and the computation of Adjusted net income per share, diluted, are set forth below: Years Ended December 31, (in thousands, except per share data) 2024 2023 Net income $ 174,243 $ 147,035 Provision for income taxes 68,443 58,512 Transaction fees and acquisition-related costs (1) — 394 Severance costs (2) 1,602 1,220 Executive transition costs (3) 4,200 3,728 Legal matters (4) — 6,250 Loss on adjustment of allowance for credit losses on held-to-maturity investment 1,146 2,732 Dividend income on held-to-maturity investment (2,180) (2,066) Tax benefit arrangement remeasurement (5) 1,300 (1,964) Amortization of basis difference of equity-method investments (6) 949 438 Other (7) 739 849 Loss on extinguishment of debt (8) 2,285 — Purchase accounting amortization (9) 49,190 51,440 Adjusted income before income taxes 301,917 268,568 Adjusted income taxes (10) 78,163 69,559 Adjusted net income $ 223,754 $ 199,009 Adjusted net income per share, diluted $ 2.59 $ 2.24 Adjusted weighted-average shares outstanding, diluted (11) 86,537 88,920 (1) Represents transaction fees and acquisition-related costs incurred in connection with our acquisition of franchisee-owned clubs.
A reconciliation of net income, the most directly comparable GAAP measure, to Adjusted net income and the computation of Adjusted net income per share, diluted, are set forth below: Years Ended December 31, (in thousands, except per share data) 2025 2024 Net income $ 220,264 $ 174,243 Provision for income taxes 85,874 68,443 Severance costs (1) 649 1,602 Executive transition costs (2) 3,239 4,200 Loss on adjustment of allowance for credit losses on held-to-maturity investment 5,590 1,146 Dividend income on held-to-maturity investment (2,337) (2,180) Insurance recovery (3) (1,636) — Lease closure expenses, net (4) 1,328 — Tax benefit arrangement remeasurement (5) 2,431 1,300 Gain on sale of corporate-owned clubs (6) (6,443) — Amortization of basis difference of equity-method investments (7) 960 949 Other (8) 695 739 Loss on extinguishment of debt (9) 1,731 2,285 Purchase accounting amortization (10) 36,713 49,190 Adjusted income before income taxes 349,058 301,917 Adjusted income taxes (11) 90,755 78,163 Adjusted net income $ 258,303 $ 223,754 Adjusted net income per share, diluted $ 3.07 $ 2.59 Adjusted weighted-average shares outstanding, diluted (12) 84,052 86,537 (1) Represents severance related expenses recorded in connection with a reduction in force.
The following tables summarize revenue and Adjusted EBITDA broken out by our segments: Years Ended December 31, (in thousands) 2024 2023 Revenue Franchise segment $ 423,247 $ 387,929 Corporate-owned clubs segment 502,287 449,296 Equipment segment 256,120 234,101 Total revenue $ 1,181,654 $ 1,071,326 Adjusted EBITDA Franchise segment $ 301,122 $ 273,008 Corporate-owned clubs segment 188,751 173,322 Equipment segment 71,778 56,362 Segment Adjusted EBITDA (2) 561,651 502,692 Corporate and other Adjusted EBITDA (1) (73,941) (67,316) Adjusted EBITDA (2) $ 487,710 $ 435,376 (1) Corporate and other Adjusted EBITDA includes adjusted corporate overhead costs, such as payroll and related benefit costs and professional services that are not directly attributable to any individual segment and thus are unallocated.
The following tables summarize revenue and Adjusted EBITDA broken out by our segments: 46 Table of Contents Years Ended December 31, (in thousands) 2025 2024 Revenue Franchise segment $ 467,958 $ 423,247 Corporate-owned clubs segment 546,097 502,287 Equipment segment 310,089 256,120 Total revenue $ 1,324,144 $ 1,181,654 Adjusted EBITDA Franchise segment $ 336,592 $ 301,122 Corporate-owned clubs segment 206,347 188,751 Equipment segment 94,478 71,778 Segment Adjusted EBITDA (2) 637,417 561,651 Corporate and other Adjusted EBITDA (1) (85,773) (73,941) Adjusted EBITDA (2) $ 551,644 $ 487,710 (1) Corporate and other Adjusted EBITDA includes adjusted corporate overhead costs, such as payroll and related benefit costs and professional services that are not directly attributable to any individual segment and thus are unallocated.
Net cash provided by operating activities of $330.3 million for the year ended December 31, 2023 was primarily attributable to $147.0 million of net income and $211.1 million of adjustments to reconcile net income to net cash provided by operating activities, primarily consisting of depreciation and amortization, deferred tax expense, stock-based compensation expense and other adjustments, partially offset by a $27.9 million working capital cash outflow.
Net cash provided by operating activities of $343.9 million for the year ended December 31, 2024 was primarily attributable to $174.2 million of net income and $234.2 million of adjustments to reconcile net income to net cash provided by operating activities, primarily consisting of depreciation and amortization, deferred tax expense, stock-based compensation expense, amortization of deferred financing costs, loss on extinguishment of debt and other adjustments, partially offset by $64.6 million of working capital cash outflows.
Franchise segment revenue was $423.2 million in the year ended December 31, 2024, compared to $387.9 million in the year ended December 31, 2023, an increase of $35.3 million, or 9.1%.
Franchise segment revenue was $468.0 million in the year ended December 31, 2025, compared to $423.2 million in the year ended December 31, 2024, an increase of $44.7 million, or 10.6%.
(4) Represents corporate income taxes at an assumed effective tax rate of 25.9% for both the years ended December 31, 2024 and 2023, applied to adjusted income before income taxes.
(3) Represents the total impact of all adjustments identified in the adjusted net income table above to arrive at adjusted income before income taxes. (4) Represents corporate income taxes at an assumed effective tax rate of 26.0% and 25.9% for the years ended December 31, 2025 and 2024, respectively, applied to adjusted income before income taxes.
Our bright, clean clubs are typically 20,000 square feet, with a large selection of high-quality, purple and yellow Planet Fitness-branded cardio, circuit- and strength equipment and friendly staff trainers who offer unlimited free fitness instruction to all our members in small groups through our PE@PF 43 Table of Contents program.
Our bright, clean clubs are typically 20,000 square feet, with a large selection of high-quality Planet Fitness-branded cardio, circuit- and strength-training equipment and friendly staff trainers who offer unlimited free fitness instruction to all our members in small groups. We offer this differentiated fitness experience starting at only $15 per month to new members for our standard Classic Card membership.
As of December 31, 2024, we had approximately 19.7 million members and 2,722 clubs in all 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico, Australia and Spain. Of our 2,722 clubs, 2,445 were franchised and 277 were corporate-owned. As of December 31, 2024, we had contractual commitments to open approximately 900 new clubs.
As of December 31, 2025, we had approximately 20.8 million members and 2,896 clubs in all 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico, Australia and Spain. Of our 2,896 clubs, 2,604 were franchisee-owned and 292 were corporate-owned.
Segment results Franchise Franchise Segment Adjusted EBITDA was $301.1 million in the year ended December 31, 2024, compared to $273.0 million in the year ended December 31, 2023, an increase of $28.1 million, or 10.3%.
Segment Adjusted EBITDA Franchise Franchise Segment Adjusted EBITDA was $336.6 million in the year ended December 31, 2025, compared to $301.1 million in the year ended December 31, 2024, an increase of $35.5 million, or 11.8%.
This increase was primarily attributable to $21.2 million from clubs included in our same club sales base as a result of higher rent and occupancy, payroll, operational, and marketing expenses and $15.7 million from new clubs opened and acquired since January 1, 2023 before they move into the same club sales base, of which $1.7 million was attributable to the opening and operating of five clubs in Spain during 2024.
This increase was primarily attributable to $15.9 million from new clubs opened since January 1, 2024 before moving into the same club sales base, consisting of $8.0 million from clubs located domestically and $7.9 million from clubs located in Spain, all of which have opened since January 1, 2024, and $12.2 million from clubs included in our same club sales base as a result of higher operating costs.
Franchise revenue was $344.3 million in the year ended December 31, 2024, compared to $317.9 million in the year ended December 31, 2023, an increase of $26.4 million, or 8.3%.
Franchise revenue was $381.0 million in the year ended December 31, 2025, compared to $344.3 million in the year ended December 31, 2024, an increase of $36.7 million, or 10.6%.
The working capital cash outflow was partially offset by an increase in accounts payable and accrued expenses primarily from an increase in payables related to equipment orders, an increase in leases primarily from new corporate-owned clubs in 2024, and an increase in deferred revenue primarily from increased annual billings revenue.
The working capital cash outflow was partially offset by an increase in accounts payable and accrued expenses primarily from an increase in payables related to equipment orders, an increase in leases primarily from new corporate-owned clubs in 2024, and an increase in deferred revenue primarily from increased annual billings revenue. 56 Table of Contents Investing activities For the year ended December 31, 2025, net cash used in investing activities was $160.2 million compared to $208.7 million in the year ended December 31, 2024, a decrease of $48.5 million.
Reconciliations of Non-GAAP Financial Measures A reconciliation of net income, the most directly comparable GAAP measure, to Adjusted EBITDA is set forth below: Years Ended December 31, (in thousands) 2024 2023 Net income $ 174,243 $ 147,035 Interest income (23,115) (17,741) Interest expense 100,037 86,576 Provision for income taxes 68,443 58,512 Depreciation and amortization 160,346 149,413 EBITDA 479,954 423,795 Transaction fees and acquisition-related costs (1) — 394 Severance costs (2) 1,602 1,220 Executive transition costs (3) 4,200 3,728 Legal matters (4) — 6,250 Loss on adjustment of allowance for credit losses on held-to-maturity investment 1,146 2,732 Dividend income on held-to-maturity investment (2,180) (2,066) Tax benefit arrangement remeasurement (5) 1,300 (1,964) Amortization of basis difference of equity-method investments (6) 949 438 Other (7) 739 849 Adjusted EBITDA $ 487,710 $ 435,376 (1) Represents transaction fees and acquisition-related costs incurred in connection with our acquisition of franchisee-owned clubs.
Reconciliations of Non-GAAP Financial Measures A reconciliation of net income, the most directly comparable GAAP measure, to Adjusted EBITDA is set forth below: Years Ended December 31, (in thousands) 2025 2024 Net income $ 220,264 $ 174,243 Interest income (22,999) (23,115) Interest expense 108,244 100,037 Provision for income taxes 85,874 68,443 Depreciation and amortization 155,785 160,346 EBITDA 547,168 479,954 Severance costs (1) 649 1,602 Executive transition costs (2) 3,239 4,200 Loss on adjustment of allowance for credit losses on held-to-maturity investment 5,590 1,146 Dividend income on held-to-maturity investment (2,337) (2,180) Insurance recovery (3) (1,636) — Lease closure expenses, net (4) 1,328 — Tax benefit arrangement remeasurement (5) 2,431 1,300 Gain on sale of corporate-owned clubs (6) (6,443) — Amortization of basis difference of equity-method investments (7) 960 949 Other (8) 695 739 Adjusted EBITDA $ 551,644 $ 487,710 (1) Represents severance related expenses recorded in connection with a reduction in force.
A reconciliation of the Corporate-owned clubs Segment Adjusted EBITDA to four-wall Adjusted EBITDA to Royalty adjusted four-wall EBITDA, is set forth below: Year Ended December 31, 2024 (in thousands) Revenue Adjusted EBITDA Adjusted EBITDA Margin Corporate-owned clubs segment $ 502,287 $ 188,751 37.6 % New clubs (1) (4,339) 7,248 Selling, general and administrative (2) — 18,153 Impact of eliminations (3) — (3,482) Purchase accounting adjustments (4) — (499) Four-wall 497,948 210,171 42.2 % Royalty adjustment (5) — (35,578) Royalty adjusted four-wall $ 497,948 $ 174,593 35.1 % ( 1) Includes the impact of clubs open less than 13 months and those which have not yet opened.
A reconciliation of the Corporate-owned clubs Segment Adjusted EBITDA to four-wall Adjusted EBITDA to Royalty adjusted four-wall EBITDA, is set forth below: Year Ended December 31, 2025 (in thousands) Revenue Adjusted EBITDA Adjusted EBITDA Margin Corporate-owned clubs segment $ 546,097 $ 206,347 37.8 % New clubs (1) (20,045) 7,720 Selling, general and administrative (2) — 14,691 Impact of eliminations (3) — (3,814) Purchase accounting adjustments (4) — (506) Four-wall 526,052 224,438 42.7 % Royalty adjustment (5) — (38,643) Royalty adjusted four-wall $ 526,052 $ 185,795 35.3 % ( 1) Includes the impact of clubs open less than 13 months and those which have not yet opened.
We retain the right to prevent debranded clubs from continuing to operate as fitness centers. The term “consolidated” refers to the combination of a franchisee’s club with another club located in close proximity with our prior approval. This often coincides with an enlargement, re-equipment and/or refurbishment of the remaining club.
The term “consolidated” refers to the combination of a franchisee’s club with another club located in close proximity with our prior approval. This often coincides with an enlargement, re-equipment and/or refurbishment of the remaining club. Same club sales Same club sales refers to year-over-year sales comparisons for the same club sales base of both corporate-owned and franchisee-owned clubs.
(11) Assumes the full exchange of all outstanding Holdings Units and corresponding shares of Class B common stock for shares of Class A common stock of Planet Fitness, Inc. 50 Table of Contents A reconciliation of net income per share, diluted, to Adjusted net income per share, diluted, is set forth below: (in thousands, except per share amounts) Net income Weighted Average Shares Net income per share, diluted Year Ended December 31, 2024 Net income attributable to Planet Fitness, Inc.
A reconciliation of net income per share, diluted, to Adjusted net income per share, diluted, is set forth below: (in thousands, except per share amounts) Net income Weighted Average Shares Net income per share, diluted Year Ended December 31, 2025 Net income attributable to Planet Fitness, Inc.
Our valuation includes assumptions related to the projected attrition and renewal rates on those existing franchise and membership arrangements being valued. Re-acquired franchise rights are valued using an excess earnings approach. The valuation of re-acquired franchise rights is determined using a multi-period excess earnings method under the income approach.
Re-acquired franchise rights are valued using an excess earnings approach. The valuation of re-acquired franchise rights is determined using a multi-period excess earnings method under the income approach.
In connection with such Series 2024-1 Issuance, the Master Issuer repaid the outstanding principal amount (and all accrued and unpaid interest thereon) of the 2018 Class A-2-II Notes. See Note 10 to the consolidated financial statements. Share repurchases During 2024, the Company repurchased and retired 4,072,773 shares of Class A common stock for a total cost of $300.0 million.
In connection with such Series 2025-1 Issuance, the Master Issuer repaid the outstanding principal amount (and all accrued and unpaid interest thereon) of the 2022 Class A-2-I Notes. See Note 10 to the consolidated financial statements for more information.
Overview We are one of the largest and fastest-growing franchisors and operators of fitness centers in the world by number of members and locations, with a highly recognized national brand.
Overview We are one of the largest and fastest-growing franchisors and operators of fitness centers in the world by number of members and locations, with a highly recognized national brand. Our mission is to enhance people’s lives by providing a high-quality fitness experience in a welcoming, non-intimidating environment, which we call the Judgement Free Zone.
This decrease is primarily attributable to lower cash used for acquisitions and other investments of $80.2 million and for the purchase of marketable securities, net of maturities, of $71.0 million, partially offset by $19.1 million from higher capital expenditures.
This decrease was primarily attributable to maturities of marketable securities, net of purchases of $37.2 million, proceeds from the sale of corporate-owned clubs of $21.6 million, and insurance proceeds of $2.1 million, partially offset by higher capital expenditures of $8.6 million and higher cash used for acquisitions of $— million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeLong-term debt The securitized financing facility includes the Series 2022-1 Senior Class A-2 Notes and the Series 2024-1 Senior Class A-2 Notes, which are comprised of fixed interest rate notes, and the 2022 Variable Funding Notes, which allow for the incurrence of up to $75.0 million in revolving loans and/or Letters of Credit under the 2022 Variable Funding Notes.
Biggest changeLong-term debt The securitized financing facility includes the Series 2019-1 Senior Class A-2 Notes, the Series 2022-1 Senior Class A-2 Notes, the Series 2024-1 Senior Class A-2 Notes and the Series 2025-1 Senior Class A-2 Notes, which are comprised of fixed interest rate notes, and the 2022 Variable Funding Notes and 2025 Variable Funding Notes, both of which allow for the incurrence of up to $75.0 million in revolving loans and/or Letters of Credit.
The issuance of the fixed-rate Class A-2 Notes has reduced the Company’s exposure to interest rate increases that could adversely affect its earnings and cash flows. However, the Company would be exposed to interest rate increases on any borrowings under the 2022 Variable Funding Notes.
The issuance of the fixed-rate Class A-2 Notes has reduced the Company’s exposure to interest rate increases that could adversely affect its earnings and cash flows. However, the Company would be exposed to interest rate increases on any borrowings under the 2022 and 2025 Variable Funding Notes.
As of December 31, 2024, a 10% increase or decrease in the exchange rates of the U.S. dollar and foreign currencies to which we are exposed would increase or decrease net income by a negligible amount.
As of December 31, 2025, a 10% increase or decrease in the exchange rates of the U.S. dollar and foreign currencies to which we are exposed would increase or decrease net income by a negligible amount.
A 100 basis point increase in the general level of U.S. interest rates relative to interest rates as of December 31, 2024 would decrease the fair value of our marketable security investments by approximately $1.3 million. This estimate is based on a sensitivity model that measures market value changes when changes in interest rates occur.
A 100 basis point increase in the general level of U.S. interest rates relative to interest rates as of December 31, 2025 would decrease the fair value of our marketable security investments by approximately $1.1 million. This estimate is based on a sensitivity model that measures market value changes when changes in interest rates occur.
As of December 31, 2024, the 2022 Variable Funding Notes remain undrawn, but the Company would be exposed to interest rate increases on any borrowings under the 2022 Variable Funding Notes.
As of December 31, 2025, both of the 2022 and 2025 Variable Funding Notes remain undrawn, but the Company would be exposed to interest rate increases on any borrowings under the 2022 and 2025 Variable Funding Notes.
A 100-basis point increase in the effective interest rate applied to borrowings under the 2022 Variable Funding Notes, if they were fully drawn, would result in a $0.8 million increase in pre-tax interest expense on an annualized basis.
A 100-basis point increase in the effective interest rate applied to borrowings under the 2022 and 2025 Variable Funding Notes, if they were fully drawn, would result in a $1.5 million increase in pre-tax interest expense on an annualized basis.
As of December 31, 2024, we had investments in short and long-term marketable securities of $179.8 million, primarily consisting of commercial paper, corporate debt securities, U.S. treasury securities, and U.S. government agency securities, respectively.
As of December 31, 2025, we had investments in short and long-term marketable securities of $195.0 million, primarily consisting of commercial paper, corporate debt securities, U.S. treasury securities, and U.S. government agency securities.
We may or may not be able to offset cost increases in the future.
We may or may not be able to offset cost increases in the future. 61 Table of Contents

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