Planet Fitness, Inc.
For the period ended Dec 31, 2025. Filed Feb 25, 2026.
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FY2025 · Filed Feb 25, 2026
PLNT$61.34+0.4%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a)The following documents are filed as part of this Annual Report on Form 10-K:
(i)Financial statements (included in Item 8 of this Annual Report on Form 10-K):
1 Report of Independent Registered Public Accounting Firm (PCAOB ID:185)
2 Consolidated Balance Sheets as of December 31, 2025 and 2024
3 Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023
4 Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023
5 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
6 Consolidated Statements of Changes in Equity (Deficit) for the years ended December 31, 2025, 2024 and 2023
7 Notes to Consolidated Financial Statements
(ii)Financial Statements Schedules
1 Schedule II – Valuation and Qualifying Accounts
Allowance For Uncollectible Amounts:
| (in thousands) | Balance at Beginning of Period | Provision for (recovery of) doubtful accounts, net | Write-offs and other | Balance at End of Period |
|---|---|---|---|---|
| December 31, 2025 | $30 | $857 | $459 | $428 |
| December 31, 2024 | $— | $43 | $13 | $30 |
| December 31, 2023 | $— | $— | $— | $— |
Allowance For Credit Losses On Held To Maturity Investment:
| (in thousands) | Balance at Beginning of Period | Loss on adjustment of allowance for credit losses on held-to-maturity investment | Write-offs and other | Balance at End of Period |
|---|---|---|---|---|
| December 31, 2025 | $18,834 | $5,590 | $— | $24,424 |
| December 31, 2024 | $17,689 | $1,145 | $— | $18,834 |
| December 31, 2023 | $14,957 | $2,732 | $— | $17,689 |
Valuation Allowance On Deferred Tax Assets:
| (in thousands) | Balance at Beginning of Period | (Benefit) provision of allowance | Utilization of allowance | Balance at End of Period |
|---|---|---|---|---|
| December 31, 2025 | $6,579 | $3,801 | $— | $10,380 |
| December 31, 2024 | $4,940 | $1,639 | $— | $6,579 |
| December 31, 2023 | $4,037 | $903 | $— | $4,940 |
All other separate financial statements schedules have been omitted because such information is inapplicable or is included in the financial statements or notes described above.
(3)Exhibits
The exhibits listed in the following Exhibits Index, are filed or incorporated by reference as part of this Annual Report on Form 10-K.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibitnumber · Exhibitdescription · Filed herewith · Form · File no. · Exhibit · Filing date | |||||
| 1.1 | Purchase Agreement dated June 6, 2024 among Planet Fitness Master Issuer LLC, as Master Issuer, Planet Fitness SPV Guarantor LLC, Planet Fitness Franchising LLC, Planet Fitness Assetco LLC and Planet Fitness Distribution LLC, each as Guarantor, Planet Fitness Holdings, LLC, as Manager, the Company and Planet Fitness Intermediate, LLC and Pla-Fit Holdings, LLC, as parent companies, and Guggenheim Securities, LLC, as representative of the several initial purchasers | 8-K | 001-37534 | 1.1 | 07-Jun-24 |
| 1.2 | Purchase Agreement dated December 5, 2025 among Planet Fitness Master Issuer LLC, as Master Issuer, Planet Fitness SPV Guarantor LLC, Planet Fitness Franchising LLC, Planet Fitness Assetco LLC and Planet Fitness Distribution LLC, each as Guarantor, Planet Fitness Holdings, LLC, as Manager, the Company and Planet Intermediate, LLC and Pla-Fit Holdings, LLC, as parent companies, and Guggenheim Securities, LLC, as representative of the several initial purchasers. | 8-K | 001-37534 | 1.1 | 05-Dec-25 |
| 3.1 | Second Restated Certificate of Incorporation of Planet Fitness, Inc. | 8-K | 001-37534 | 3.1 | 12-May-25 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibitnumber | Exhibitdescription | Filed herewith | Form | File no. | Exhibit | Filing date |
| 3.2 | Amended and Restated Bylaws of Planet Fitness, Inc. | 8-K | 001-37534 | 3.2 | 18-Mar-25 | |
| 4.1 | Form of Class A Common Stock Certificate | S-1/A | 333-205141 | 4.1 | 27-Jul-15 | |
| 4.2 | Amended and Restated Base Indenture dated February 10, 2022 between Planet Fitness Master Issuer LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities Intermediary | 8-K | 001-37534 | 4.1 | 10-Feb-22 | |
| 4.3 | Series 2019-1 Supplement dated December 3, 2019 between Planet Fitness Master Issuer LLC, as Master Issuer of the Series 2019-1 3.858% Fixed Rate Senior Secured Notes, Class A-2, and Citibank, N.A., as Trustee and Series 2019-1 Securities Intermediary | 8-K | 001-37534 | 4.1 | 3-Dec-19 | |
| 4.4 | Description of Securities of the Registrant | X | ||||
| 4.5 | Series 2022-1 Supplement dated February 10, 2022, between Planet Fitness Master Issuer LLC, as Master Issuer of the Series 2022-1 fixed rate senior secured notes, Class A-2, and Series 2022-1 variable funding senior notes, Class A-1, and Citibank, N.A., as Trustee and Series 2022-1 Securities Intermediary. | 8-K | 001-37534 | 4.2 | 10-Feb-22 | |
| 4.6 | Supplement No. 1 to A&R Base Indenture dated June 12, 2024, between Planet Fitness Master Issuer LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities Intermediary. | 8-K | 001-37534 | 4.1 | 12-Jun-24 | |
| 4.7 | Series 2024-1 Supplement dated June 12, 2024, between Planet Fitness Master Issuer LLC, as Master Issuer, and Citibank, N.A., as Trustee and Series 2024-1 Securities Intermediary. | 8-K | 001-37534 | 4.2 | 12-Jun-24 | |
| 4.8 | Supplement No. 2 to A&R Base Indenture, dated December 15, 2025, between Planet Fitness Master Issuer LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities Intermediary | 8-K | 001-37534 | 4.1 | 15-Dec-25 | |
| 4.9 | Series 2025-1 Supplement, dated December 15, 2025, between Planet Fitness Master Issuer LLC, as Master Issuer, and Citibank, N.A., as Trustee and Series 2025-1 Securities Intermediary | 8-K | 001-37534 | 4.2 | 15-Dec-25 | |
| 10.1 | Form of Amended and Restated Pla-Fit Holdings, LLC Operating Agreement | S-1/A | 333-205141 | 10.4 | 15-Jul-15 | |
| 10.2 | Form of Tax Receivable Agreement with the Continuing LLC Owners | S-1/A | 333-205141 | 10.5 | 15-Jul-15 | |
| 10.3 | First Amendment to Tax Receivable Agreement, dated December 22, 2023, with the Continuing LLC Owners | 10-K | 001-37534 | 10.3 | 29-Feb-24 | |
| 10.4 | Form of Tax Receivable Agreement with the Direct Investors | S-1/A | 333-205141 | 10.6 | 15-Jul-15 | |
| 10.5 | First Amendment to Tax Receivable Agreement, dated December 22, 2023, with the Direct Investors | 10-K | 001-37534 | 10.5 | 29-Feb-24 | |
| 10.6 | Form of Registration Rights Agreement | S-1/A | 333-205141 | 10.7 | 15-Jul-15 | |
| 10.7 | Amendment No. 1 to the Registration Rights Agreement, dated August 30, 2016, by and among Planet Fitness, Inc., the Investors (as defined therein) and the Managers (as defined therein) | 10-Q | 001-37534 | 10.2 | 03-Nov-16 | |
| 10.8 | Form of Exchange Agreement | S-1/A | 333-205141 | 10.9 | 15-Jul-15 | |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibitnumber · Exhibitdescription · Filed herewith · Form · File no. · Exhibit · Filing date | |||||
| 10.9 | Amendment No. 1 to the Exchange Agreement, dated August 30, 2016, by and among Planet Fitness, Inc., Pla-Fit Holdings, LLC, and the holders of Holdings Units (as defined therein) and shares of Class B Common Stock (as defined therein) | 10-Q | 001-37534 | 10.1 | 03-Nov-16 |
| 10.10 | Form of Director Indemnification Agreement | S-1/A | 333-205141 | 10.11 | 15-Jul-15 |
| 10.11 | Form of Confidentiality, Inventions and Non-competition Agreement | 10-Q | 001-37534 | 10.3 | 8-May-19 |
| 10.12 | Form of Planet Fitness, Inc. Long-Term Cash Incentive Plan | 10-K | 001-37534 | 10.14 | 25-Feb-25 |
| 10.13 | Guarantee and Collateral Agreement dated August 1, 2018 among Planet Fitness Franchising LLC, Planet Fitness Distribution LLC, Planet Fitness Assetco LLC and Planet Fitness SPV Guarantor LLC, each as a Guarantor, and Citibank, N.A., as Trustee | 8-K | 001-37534 | 10.1 | 1-Aug-18 |
| 10.14 | Management Agreement dated August 1, 2018 among Planet Fitness Master Issuer LLC, Planet Fitness SPV Guarantor LLC, certain subsidiaries of Planet Fitness Master Issuer LLC party thereto, Planet Fitness Holdings, LLC, as Manager, and Citibank, N.A., as Trustee | 8-K | 001-37534 | 10.2 | 1-Aug-18 |
| 10.15 | First Amendment dated February 10, 2022 to Management Agreement among Planet Fitness Master Issuer LLC, Planet Fitness SPV Guarantor LLC, certain subsidiaries of Planet Fitness Master Issuer LLC party thereto, Planet Fitness Holdings, LLC, as Manager, and Citibank, N.A., as Trustee. | 8-K | 001-37534 | 10.1 | 10-Feb-22 |
| 10.16 | Class A-1 Note Purchase Agreement dated January 25, 2022 among Planet Fitness Master Issuer LLC, as Master Issuer, Planet Fitness SPV Guarantor LLC, Planet Fitness Franchising LLC, Planet Fitness Assetco LLC and Planet Fitness Equipment Distributor LLC, each as Guarantor, Planet Fitness Holdings, LLC, as manager, certain conduit investors and financial institutions and funding agents, and ING Capital LLC, as provider of letters of credit, as swingline lender and as administrative agent. | 8-K | 001-37534 | 10.1 | 26-Jan-22 |
| 10.17 | Employment Agreement with Jennifer Simmons | 8-K | 001-37534 | 10.1 | 9-Nov-22 |
| 10.18 | Employment Agreement with Bill Bode | 8-K | 001-37534 | 10.2 | 9-Nov-22 |
| 10.19 | Amended and Restated Planet Fitness, Inc. 2018 Employee Stock Purchase Plan | 10-K | 001-37534 | 10.30 | 1-Mar-23 |
| 10.20 | Offer Letter, dated April 6, 2024 by and among Colleen Keating and Pla-Fit Franchise, LLC. | 8-K | 001-37534 | 10.1 | 16-Apr-24 |
| 10.21 | Amendment No. 2 dated June 12, 2024 to Management Agreement among Planet Fitness Master Issuer LLC, Planet Fitness SPV Guarantor LLC, certain subsidiaries of Planet Fitness Master Issuer LLC party thereto, Planet Fitness Holdings, LLC, as Manager, and Citibank, N.A., as Trustee. | 8-K | 001-37534 | 10.1 | 12-Jun-24 |
| 10.22 | Offer Letter, dated October 26, 2024 by and among Jay Stasz and Pla-Fit Franchise, LLC | 8-K | 001-37534 | 10.1 | 30-Oct-24 |
| 10.23 | Offer Letter, dated December 20, 2024 by and among Brian Povinelli and Pla-Fit Franchise, LLC | 10-K | 001-37534 | 10.35 | 25-Feb-25 |
| 10.24 | Planet Fitness, Inc. 2025 Omnibus Incentive Plan | 10-Q | 001-37534 | 10.2 | 9-May-25 |
| 10.25 | Form of Restricted Stock Unit Director Award Agreement | 10-Q | 001-37534 | 10.3 | 9-May-25 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibitnumber | Exhibitdescription | Filed herewith | Form | File no. | Exhibit | Filing date |
| 10.26 · Form of Restricted Stock Unit Award Agreement · X | ||||||
| 10.27 · Form of Performance Stock Unit Award Agreement · X | ||||||
| 10.28 · Form of Stock Option Award · X | ||||||
| 10.29 | Amended and Restated Executive Severance & Change in Control Policy | 10-Q | 001-37534 | 10.1 | 7-Nov-25 | |
| 10.30 | Amended and Restated Planet Fitness, Inc. Non-Employee Director Compensation Program | 10-Q | 001-37534 | 10.2 | 7-Nov-25 | |
| 10.31 | Officer Indemnification Agreement | 10-Q | 001-37534 | 10.3 | 7-Nov-25 | |
| 10.32 | Amendment No. 3 to Management Agreement, dated December 15, 2025, among Planet Fitness Master Issuer LLC, Planet Fitness SPV Guarantor LLC, certain subsidiaries of Planet Fitness Master Issuer LLC party thereto, Planet Fitness Holdings, LLC, as Manager, and Citibank, N.A., as Trustee | 8-K | 001-37534 | 10.1 | 15-Dec-25 | |
| 10.33 | Class A-1 Note Purchase Agreement dated December 15, 2025, among Planet Fitness Master Issuer LLC, as Master Issuer, Planet Fitness SPV Guarantor LLC, Planet Fitness Franchising LLC, Planet Fitness Assetco LLC and Planet Fitness Distribution LLC, each as Guarantor, Planet Fitness Holdings, LLC, as manager, certain conduit investors and financial institutions and funding agents, Morgan Stanley Bank, N.A., as provider of letters of credit and committed note purchaser, and Morgan Stanley Asset Funding, Inc., as administrative agent | 8-K | 001-37534 | 10.2 | 15-Dec-25 | |
| 10.34 | Fixed Dollar Accelerated Share Repurchase Transaction Confirmation, between Planet Fitness, Inc. and Citibank, N.A. dated December 12, 2025 | 8-K | 001-37534 | 10.3 | 15-Dec-25 | |
| 19.1 | Planet Fitness, Inc. Insider Trading Policy and Addendum | 10-K | 001-37534 | 19.1 | 25-Feb-25 | |
| 21.1 | List of Subsidiaries of the Registrant | X | ||||
| 23.1 | Consent of KPMG LLP | X | ||||
| 31.1 | Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1 | Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.2 | Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 97 | Policy For Recoupment of Incentive Compensation | 10-Q | 001-37534 | 10.1 | 9-May-25 | |
| Incorporated by Reference | ||||||
| Exhibitnumber | Exhibitdescription | Filed herewith | Form | File no. | Exhibit | Filing date |
| 101 | Interactive Data Files Pursuant to Rule 405 of Regulation S-T formatted as Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Changes in Equity (Deficit), and (vi) Notes to Consolidated Financial Statements | X | ||||
| 104 | Cover Page Interactive Data File Inline XBRL and contained in Exhibit 101 | X | ||||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.