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Planet Fitness, Inc.

For the period ended Dec 31, 2025. Filed Feb 25, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 25, 2026

PLNT$60.31+0.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-02-25.

0001637207-25-000016

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-02-25.

0001637207-26-000011

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 195 previous paragraphs and 204 current paragraphs.

122 unchanged; 55 reworded; 21 added; 18 removed; 0 previous and 6 current paragraphs rearranged.

Tables are not compared: 11 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (21)

Current report

See Note 10 to the consolidated financial statements for more information.

Current report

On August 19, 2025, the Company sold 8 corporate-owned stores located in California to a franchisee for $21.6 million. The net value of assets derecognized in connection with the sale amounted to $15.2 million, which included goodwill of $10.5 million, intangible assets of $0.2 million, and net tangible assets of $4.4 million, which resulted in a gain on sale of corporate-owned stores of $6.4 million. See Note 5 to the consolidated financial statements.

Current report

(1) The term “refranchised” refers to corporate-owned clubs which were sold to an existing franchisee group.

Current report

(4) Represents lease termination costs, impairment charges, and loss on disposal of property and equipment from the closure of our Florida Corporate Support Center located in Orlando, Florida.

Current report

(6) Represents a gain on the sale of eight corporate-owned clubs to a franchisee.

Current report

(4) Represents lease termination costs, impairment charges, and loss on disposal of property and equipment from the closure of our Florida Corporate Support Center located in Orlando, Florida.

Current report

(6) Represents a gain on the sale of eight corporate-owned clubs to a franchisee.

Current report

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%.

Current report

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%. Included in franchise revenue are the following:

Current report

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%. This increase was primarily attributable to $9.6 million of higher payroll costs and $3.4 million of higher costs primarily related to professional and consulting fees and travel expenses partially offset by $4.8 million of lower marketing expenses.

Current report

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. The decrease was primarily attributable to a $6.4 million gain on the sale of corporate-owned clubs and a $1.6 million gain on insurance proceeds, both in 2025, partially offset by a $4.4 million of higher allowance for expected credit losses on the Company’s held-to-maturity debt security, a $1.3 million charge on the closure of its Florida Corporate Support Center located in Orlando, Florida in 2025, and $0.6 million of lower gain on the sale of property and equipment.

Current report

Interest income was $23.0 million in the year ended December 31, 2025, compared to $23.1 million in the year ended December 31, 2024, a decrease $0.1 million, or 0.5%.

Current report

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%. This increase was primarily attributable to a higher principal balance and blended interest rate on our indebtedness related to the issuance of the Company’s fixed rate senior secured notes in June 2024.

Current report

Other expense, net was a $0.5 million expense for both the years ended December 31, 2025 and 2024.

Current report

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%. This increase was primarily attributable to $14.6 million from the corporate-owned same club sales increase of 6.0%, $3.9 million of lower selling, general and administrative expenses and $3.1 million from new clubs located domestically opened since January 1, 2024 before moving into the same club sales base. This increase was partially offset by $3.5 million of lower Adjusted EBITDA from new clubs located in Spain, all of which have opened since January 1, 2024.
Removed paragraphs (18)

Previous report

On April 16, 2023, the Company purchased from one of its franchisees a majority of the assets associated with four clubs operating in Florida (the “Florida Acquisition”) for approximately $26.3 million in cash consideration. See Note 4 to the consolidated financial statements.

Previous report

On June 23, 2023, the Company acquired a 12.5% ownership interest for $10.0 million in Planet Fitmex, LLC, which is classified as an equity method investment as a result of its organizational structure. During the remainder of 2023, the Company invested an additional $25.6 million in the form of cash and received $17.0 million worth of equity interests for the contribution of five clubs that were acquired from a franchisee in October 2023 in connection with a legal settlement. Following such additional investments, the Company’s ownership stake increased to 33.2% with a total investment of $52.6 million. See Note 7 to the consolidated financial statements.

Previous report

(1) Represents transaction fees and acquisition-related costs incurred in connection with our acquisition of franchisee-owned clubs.

Previous report

(4) Represents costs associated with legal matters in which the Company is a defendant. In 2023, this represents an increase in the legal reserve, net of legal fees paid, related to preliminary terms of a settlement agreement (the “Preliminary Settlement Agreement”). The legal reserve was subsequently paid in 2023.

Previous report

(1) Represents transaction fees and acquisition-related costs incurred in connection with our acquisition of franchisee-owned clubs.

Previous report

(4) Represents costs associated with legal matters in which the Company is a defendant. In 2023, this represents an increase in the legal reserve, net of legal fees paid, related to the Preliminary Settlement Agreement. The legal reserve was subsequently paid in 2023.

Previous report

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%.

Previous report

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%. This increase was primarily attributable to higher consulting costs as a result of increased investments in our strategic imperatives to accelerate growth and higher payroll related expenses relating to our CEO transition, partially offset by lower marketing expenses.

Previous report

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. The decrease was primarily the result of a legal reserve recorded in the prior year period and the Company’s allowance for expected credit losses on its held-to-maturity debt security.

Previous report

Interest income was $23.1 million in the year ended December 31, 2024, compared to $17.7 million in the year ended December 31, 2023, an increase $5.4 million, or 30.3%. This increase was primarily due to a higher balance of cash and cash equivalents and investments in marketable securities with higher yielding interest rates in the current year compared to the prior year.

Previous report

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%. This increase was primarily from higher interest expense related to the issuance of the 2024 Notes in June 2024 and the write-off of deferred financing costs associated with the prepayment of the 2018 Notes.

Previous report

Other (expense) income, net was an expense of $0.5 million in the year ended December 31, 2024, compared to income of $3.5 million in the year ended December 31, 2023. This decrease was primarily attributable to the remeasurement of our tax benefit arrangements due to changes in our deferred state tax rate.

Previous report

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%. This increase was primarily attributable to $21.1 million from the corporate-owned same clubs sales increase of 4.5%, partially offset by $3.4 million from the opening and operating of five clubs in Spain during 2024 and $2.3 million from new and acquired clubs since January 1, 2023 before they move into the same club sales base.
Reworded paragraphs (55)

Previous wording

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 and democratize fitness by providing a high-quality fitness experience in a welcoming, non-intimidating environment, which we call the Judgement Free Zone, where anyone—and we mean anyone—can feel they belong. 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 program. We offer this differentiated fitness experience starting at only $15 per month to new members for our standard Classic Card membership. This exceptional value proposition is designed to appeal to a broad population, inclusive of all fitness levels from beginners to athletes. We and our franchisees fiercely protect Planet Fitness’ community atmosphere—a place where you do not need to be fit before joining and where progress toward achieving your fitness goals (big or small) is supported and applauded by our staff and fellow members.

Current wording

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. 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. This attractive value proposition is designed to appeal to a broad population, inclusive of all fitness levels from beginners to athletes. We and our franchisees fiercely protect Planet Fitness’ community atmosphere—a place where you do not need to be fit before joining and where progress toward achieving your fitness goals (big or small) is supported and applauded by our staff and fellow members.

Previous wording

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.

Current wording

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.

Previous wording

As of December 31, 2024, we had contractual commitments to open approximately 900 new clubs.

Current wording

As of December 31, 2025, we had contractual commitments to open approximately 750 new clubs.

Previous wording

•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. Franchise segment revenue generally does not include the sale of tangible products by us to our franchisees. Our franchise segment revenue comprised 35.8% and 36.2% of our total revenue for the years ended December 31, 2024 and 2023, respectively.

Current wording

•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. Franchise segment revenue generally does not include the sale of tangible products by us to our franchisees. This source of revenue comprised 35.4% and 35.8% of our total revenue for the years ended December 31, 2025 and 2024, respectively.

Previous wording

•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 42.5% and 41.9% of our total revenue for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, approximately 93% of members at our corporate clubs paid their monthly dues by EFT.

Current wording

•Corporate-owned club segment revenue: Includes monthly membership dues, enrollment fees, annual fees, other fees paid by our members, and retail sales. This source of revenue comprised 41.2% and 42.5% of our total revenue for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, approximately 92% of members at our corporate clubs paid their monthly dues by EFT.

Previous wording

•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. This source of revenue comprised 21.7% and 21.9% of our total revenue for the years ended December 31, 2024 and 2023, respectively.

Current wording

•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. This source of revenue comprised 23.4% and 21.7% of our total revenue for the years ended December 31, 2025 and 2024, respectively.

Previous wording

•Selling, general and administrative expenses: Consists of costs primarily associated with administrative, corporate-owned club and franchisee support functions related to our existing business as well as growth and development activities, including certain costs to support equipment placement and assembly services. These costs primarily consist of payroll, information technology, marketing, legal, accounting, and insurance related expenses.

Current wording

•Selling, general and administrative expenses: Consists of costs primarily associated with administrative, corporate-owned club and franchisee support functions related to our existing business as well as growth and development activities, including certain costs to support equipment placement and assembly services. These costs primarily consist of payroll, information technology, marketing, legal, accounting, strategy and insurance related expenses.

Previous wording

On June 12, 2024, the Company completed the Series 2024-1 Issuance pursuant to which the Master Issuer issued the 2024 Notes in an aggregate outstanding principal amount of $800 million. 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.

Current wording

On June 12, 2024, the Company completed the Series 2024-1 Issuance pursuant to which the Master Issuer issued the 2024 Notes in an aggregate outstanding principal amount of $800 million. 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.

Previous wording

During 2024, the Company repurchased and retired 4,072,773 shares of Class A common stock for a total cost of $300.0 million. See “—Share Repurchase Program” below for more information.

Current wording

During 2025, the Company repurchased and retired Class A common stock for a total cost of $500.0 million, consisting of 1,502,411 shares through open market transactions for $150.0 million and 2,548,234 initial shares representing 80% of a $350.0 million accelerated share repurchase agreement. See “—Share Repurchase Program” below for more information.

Previous wording

Our results are subject to seasonality fluctuations in that member joins are typically higher in January as compared to other months of the year. In addition, our quarterly results may fluctuate significantly because of several factors, including the timing of club openings, timing of price increases for enrollment fees and monthly membership dues and general economic conditions.

Current wording

Our results are subject to seasonality fluctuations in that member joins are typically higher in January as compared to other months of the year. In addition, our quarterly results may fluctuate significantly because of several factors, including the timing of club openings, timing of price increases of monthly membership dues and general economic conditions.

Previous wording

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.

Current wording

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.

Previous wording

We review the total amount of dues we bill to our members on a monthly basis, which allows us to assess changes in the performance of our corporate-owned and franchisee-owned clubs from period to period, any competitive pressures, local or regional membership traffic patterns and general market conditions that might impact our club performance. System-wide sales is an operating measure that includes monthly membership dues and annual fee billings by franchisees that are not revenue realized by the Company in accordance with GAAP, as well as monthly membership dues and annual fee billings by the Company’s corporate-owned clubs. While the Company does not record sales by franchisees as revenue, and such sales are not included in the Company’s consolidated financial statements, the Company believes that this operating measure aids in understanding how the Company derives its royalty revenue and is important in evaluating its performance. 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.

Current wording

We review the total amount of dues we bill to our members on a monthly basis, which allows us to assess changes in the performance of our corporate-owned and franchisee-owned clubs from period to period, any competitive pressures, local or regional membership traffic patterns and general market conditions that might impact our club performance. System-wide sales is an operating measure that includes monthly membership dues and annual fee billings by franchisees that are not revenue realized by the Company in accordance with GAAP, as well as monthly membership dues and annual fee billings by the Company’s corporate-owned clubs. While the Company does not record sales by franchisees as revenue, and such sales are not included in the Company’s consolidated financial statements, the Company believes that this operating measure aids in understanding how the Company derives its royalty revenue and is important in evaluating its performance. 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.

Previous wording

Clubs acquired from or sold to franchisees are removed from the franchisee-owned or corporate-owned same club sales base, as applicable, upon the ownership change and for the 12 months following the date of the ownership change. These clubs are included in the corporate-owned or franchisee-owned same club sales base, as applicable, following the twelfth month after the acquisition or sale. These clubs remain in the system-wide same club sales base in all periods. The following table shows our same club sales:

Current wording

Clubs acquired from or sold to franchisees are removed from the franchisee-owned or corporate-owned same club sales base, as applicable, upon the ownership change and for the 12 months following the date of the ownership change. These clubs are included in the corporate-owned or franchisee-owned same club sales base, as applicable, beginning with the 13th month after the acquisition or sale. These clubs remain in the system-wide same club sales base in all periods. The following table shows our same club sales:

Previous wording

The average royalty fee percentage represents royalties collected by us from our franchisees as a percentage of the monthly membership dues and annual fees that are billed by the franchisees to their member base. We have varying royalty fee structures with our franchisee base, ranging from a tiered monthly fee to a royalty of 7.0% of total monthly dues and annual membership fees across our franchisee base. Our royalty fee in the U.S. and Canada has increased over time to a current rate of 7.0% and 6.59%, respectively, for new franchisees.

Current wording

The average royalty fee percentage represents royalties collected by us from our franchisees as a percentage of the monthly membership dues and annual fees that are billed by the franchisees to their member base. We have varying royalty fee structures with our franchisee base, ranging from a tiered monthly fee to a royalty of 7.0% of total monthly dues and annual membership fees across our franchisee base. Our royalty fee in the U.S. and Canada has increased over time to a current rate of 7.0% and 6.59%, respectively, for new franchisees. Our average royalty rate was 6.7% and 6.6% as of December 31, 2025 and 2024, respectively.

Previous wording

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. 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. We view PF Black Card penetration percentage as a critical metric in assessing the performance and growth of our business.

Current wording

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. 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. 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.

Previous wording

(2) Represents severance related expenses recorded in connection with a reduction in force in 2024 and the elimination of the President and Chief Operating Officer position in 2023.

Current wording

(1) Represents severance related expenses recorded in connection with a reduction in force.

Previous wording

(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.

Current wording

(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.

Previous wording

(5) Represents a gain (loss) related to the adjustment of our tax benefit arrangements primarily due to changes in our deferred state tax rate.

Current wording

(5) Represents a loss related to the adjustment of our tax benefit arrangements primarily due to changes in our deferred state tax rate.

Previous wording

(2) Represents severance related expenses recorded in connection with a reduction in force in 2024 and the elimination of the President and Chief Operating Officer position in 2023.

Current wording

(1) Represents severance related expenses recorded in connection with a reduction in force.

Previous wording

(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.

Current wording

(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.

Previous wording

(5) Represents a gain (loss) related to the adjustment of our tax benefit arrangements primarily due to changes in our deferred state tax rate.

Current wording

(5) Represents a loss related to the adjustment of our tax benefit arrangements primarily due to changes in our deferred state tax rate.

Previous wording

(8)Represents a loss on extinguishment of debt as a result of the repayment of the 2018-1 Class A-2-I notes prior to the anticipated repayment date.

Current wording

(9)Represents a loss on extinguishment of debt as a result of the repayment of the 2022-1 Class A-2-I notes prior to the anticipated repayment date.

Previous wording

(9)Includes $10.6 million and$12.4 million of amortization of intangible assets, other than favorable leases, for the years ended December 31, 2024 and 2023, respectively, recorded in connection with the 2012 Acquisition, and $38.6 million and$39.1 million of amortization of intangible assets for the years ended December 31, 2024 and 2023, respectively, created in connection with historical acquisitions of franchisee-owned clubs. The adjustment represents the amount of actual non-cash amortization expense recorded, in accordance with GAAP, in each period.

Current wording

(10)Includes $10.6 million for the year ended December 31, 2024 of amortization for intangible assets recorded in connection with the 2012 Acquisition, other than favorable leases. During the fourth quarter of 2024, the intangible assets recorded in connection with the 2012 Acquisition became fully amortized. Also includes $36.7 million and$38.6 million for the years ended December 31, 2025 and 2024, respectively, of amortization for intangible assets created in connection with historical acquisitions of franchisee-owned clubs. The adjustment represents the amount of actual non-cash amortization expense recorded, in accordance with GAAP, in each period.

Previous wording

(10)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.

Current wording

(11)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.

Previous wording

(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.

Current wording

(12)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.

Previous wording

(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. Also assumes the addition of net income attributable to non-controlling interests corresponding with the assumed exchange of Holdings Units and shares of Class B common stock for shares of Class A common stock.

Current wording

(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.

Previous wording

(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.

Current wording

(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.

Previous wording

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%.

Current wording

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%.

Previous wording

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%. Included in franchise revenue is royalty revenue of $286.3 million, franchise and other fees of $34.8 million and placement revenue of $20.9 million for the year ended December 31, 2024, compared to royalty revenue of $260.7 million, franchise and other fees of $33.6 million and placement revenue of $19.8 million for the year ended December 31, 2023. Of the $25.5 million increase in royalty revenue, $13.9 million was attributable to a franchise same club sales increase of 5.2%, $6.2 million was attributable to new clubs opened since January 1, 2023 before they move into the same club sales base and $5.4 million was from higher royalties on annual fees. 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.

Current wording

Of the $28.4 million increase in royalty revenue, $16.7 million was attributable to a franchise same club sales increase of 6.8%, $7.1 million was attributable to new clubs opened since January 1, 2024 before moving into the same club sales base and $4.6 million was from higher royalties on annual fees. 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.

Previous wording

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%. 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.

Current wording

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%. 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.

Previous wording

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%. 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. Additionally, $11.3 million was from new clubs opened and acquired since January 1, 2023 before they move into the same club sales base.

Current wording

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%. 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. Additionally, $15.7 million was from new clubs opened and acquired since January 1, 2024 before moving into the same club sales base.

Previous wording

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%. This increase was primarily attributable to higher revenue from equipment sales to existing franchisee-owned clubs of $28.3 million, which included additional strength equipment sold in the fourth quarter of 2024, partially offset by lower revenue from equipment sales to new franchisee-owned clubs of $6.3 million. In the year ended December 31, 2024, we had equipment sales to 124 new franchisee-owned clubs compared to 135 in the prior year.

Current wording

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%. This increase was primarily attributable to $47.4 million of higher revenue from equipment sales to existing franchisee-owned clubs and $6.6 million of higher revenue from equipment sales to new franchisee-owned clubs.

Previous wording

Cost of revenue, which primarily relates to our equipment segment, was $197.1 million in the year ended December 31, 2024, compared to $190.0 million in the year ended December 31, 2023, an increase of $7.1 million, or 3.7%. This increase was primarily attributable to higher equipment sales to existing franchisee-owned clubs, including costs associated with the additional strength equipment sold in the fourth quarter of 2024, as described above.

Current wording

Cost of revenue, which primarily relates to our equipment segment, was $230.3 million in the year ended December 31, 2025, compared to $197.1 million in the year ended December 31, 2024, an increase of $33.2 million, or 16.8%. This increase was primarily attributable to higher equipment sales to existing and new franchisee-owned clubs, as described above.

Previous wording

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%. 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.

Current wording

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 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.

Previous wording

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.

Current wording

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.

Previous wording

Depreciation and amortization expense was $160.3 million in the year ended December 31, 2024, compared to $149.4 million in the year ended December 31, 2023, an increase of $10.9 million, or 7.3%. This increase was primarily attributable to new clubs opened and acquired since January 1, 2023.

Current wording

Depreciation and amortization expense was $155.8 million in the year ended December 31, 2025, compared to $160.3 million in the year ended December 31, 2024, a decrease of $4.6 million, or 2.8%. This decrease was primarily attributable to a decrease in amortization expense as a result of certain intangible assets becoming fully amortized during the fourth quarter of 2024, partially offset by an increase in depreciation expense primarily from new clubs opened since January 1, 2024.

Previous wording

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.

Current wording

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.

Previous wording

The Company’s effective tax rate was 27.7% for the year ended December 31, 2024, compared to 28.2% in the prior year. The decrease in the effective income tax rate was primarily due to a deferred tax benefit in 2024 related to remeasurement of deferred tax assets in comparison to a deferred tax expense in 2023, as well as lower non-deductible executive compensation expense in 2024 compared to 2023.

Current wording

The Company’s effective tax rate was 27.8% for the year ended December 31, 2025, compared to 27.7% in the prior year. The increase in the effective income tax rate was primarily attributable to the sale of certain of our corporate-owned clubs offset by the remeasurement of deferred tax assets.

Previous wording

Losses from equity-method investments was $4.0 million in the year ended December 31, 2024, compared to $2.0 million in the year ended December 31, 2023. This increase was primarily attributable to the full-year impact of losses recorded in the current year from one of the Company’s equity-method investments that was acquired during the prior year. The Company has incurred losses on its equity method investments to date primarily as a result of the investees, who are franchisee operators of Planet Fitness clubs, opening new clubs in each period and due to the accounting for basis differences in accordance with the equity method of accounting. For additional information, see Note 7 to the consolidated financial statements.

Current wording

Losses from equity-method investments were $2.8 million in the year ended December 31, 2025, compared to $4.0 million in the year ended December 31, 2024, a decrease of $1.2 million, or 29.7%. This decrease was primarily attributable to improved operating results from both of the Company’s equity-method investments. The Company has incurred losses on its equity method investments to date primarily as a result of the investees, who are franchisee operators of Planet Fitness clubs, opening new clubs in each period and due to the accounting for basis differences in accordance with the equity method of accounting. For additional information, see Note 7 to the consolidated financial statements.

Previous wording

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%. 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.

Current wording

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 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.

Showing the first 40 of 55 pairs. Open the source sections for the rest.

Rearranged current paragraphs (6)

Current report — wording carried from elsewhere

On December 15, 2025, the Company completed the Series 2025-1 Issuance pursuant to which the Master Issuer issued the 2025 Notes in an aggregate outstanding principal amount of $750 million and also entered into a new revolving financing facility that allows for the issuance of up to $75 million in 2025 Variable Funding Notes and certain Letters of Credit. 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.

Current report — wording carried from elsewhere

Planet Fitness Master Issuer LLC (the “Master Issuer”), a limited-purpose, bankruptcy remote, wholly-owned indirect subsidiary of Pla-Fit Holdings, LLC, is the master issuer of outstanding senior secured notes under a securitized financing facility that was entered into in August 2018.

Current report — wording carried from elsewhere

In December 2025, the Master Issuer completed a refinancing transaction with respect to this facility under which the Master Issuer issued the Series 2025-1 Class A-2 Notes with initial principal amounts totaling $750 million. The net proceeds from the sale of the Series 2025-1 Class A-2 Notes were used to repay in full the Master Issuer’s outstanding Series 2022-1 Class A-2-I Notes, including the payment of transaction costs. The remaining funds were used, together with cash on hand, to fund a $350 million accelerated share repurchase agreement.

Current report — wording carried from elsewhere

On December 12, 2025, the Company entered into a $350.0 million accelerated share repurchase agreement (the “2025 ASR Agreement”) with the Bank. Pursuant to the terms of the 2025 ASR Agreement, on December 16, 2025, the Company paid the Bank $350.0 million in cash and received 2,548,234 shares of the Company’s Class A common stock, which were retired, and the Company recorded an increase to accumulated deficit of $280.0 million, 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.

Current report — wording carried from elsewhere

Subsequent to the year ended December 31, 2025, final settlement of the 2025 ASR Agreement occurred on January 12, 2026, where the Bank delivered 754,644 additional shares of the Company’s Class A common stock, and which were retired by the Company. 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.

Current report — wording carried from elsewhere

Additionally, the Company repurchased and retired 1,502,411 shares of Class A common stock for a total cost of $150.0 million during the year ended December 31, 2025. A share repurchase excise tax of $4.2 million was recorded in connection with the Company’s share repurchases during the year ended December 31, 2025.