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Planet Fitness, Inc.

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

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed Mar 25, 2026

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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

Planet Fitness, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PLANET FITNESS, INC.

4 Liberty Lane West

Hampton, NH 03842

Dear Stockholders:

You are cordially invited to attend the Planet Fitness, Inc. Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday, May 5, 2026 at 1:00 p.m. Eastern Time. This year’s Annual Meeting will be held in a virtual format only. Stockholders will be able to attend and vote online (for those who intend to vote at the Annual Meeting) at www.virtualshareholdermeeting.com/PLNT2026 by entering the 16-digit control number provided on their proxy card. This website will contain instructions on how to participate in the Annual Meeting in advance of the meeting. The Company has designed the format of the Annual Meeting to ensure that stockholders are afforded the same rights and opportunities to participate as they would have at an in-person meeting, using online tools to ensure stockholder access and participation.

On March 25, 2026 we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for the Annual Meeting and our 2025 Annual Report on Form 10-K. The Notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail. The matters to be acted upon at the meeting are described in the attached Notice of Annual Meeting and Proxy Statement.

The proxy statement accompanying this letter describes the business we will consider at the meeting. Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares promptly by mail, telephone or Internet as instructed on the enclosed proxy card or voting instruction card. Proxies forwarded by or for brokers or fiduciaries should be returned as requested by them.

We hope that you will be able to join us virtually on May 5 th.

Sincerely,

Stephen Spinelli, Jr.Colleen Keating
Chair of the BoardChief Executive Officer

IF YOU PLAN TO ATTEND THE MEETING

The Notice includes your control number, which will serve as an admission ticket for one stockholder to attend the Annual Meeting. On March 25, 2026, we also first mailed this proxy statement and the enclosed proxy card to certain stockholders. If you received a paper copy of the proxy materials in the mail, the proxy card includes the control number for one stockholder to attend the Annual Meeting. Stockholders holding stock via brokerage accounts (“street name” holders) will need to obtain the control number reflecting their stock ownership as of the record date, March 9, 2026.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Tuesday, May 5, 2026Virtual Meeting only1:00 p.m. Eastern Time

Dear Stockholder:

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Planet Fitness, Inc. (the “Company”) will be held on Tuesday, May 5, 2026. The Annual Meeting will be held in a virtual format only. The Annual Meeting may be accessed by entering the 16-digit control number provided on your proxy card at www.virtualshareholdermeeting.com/PLNT2026. Login will be available starting at 12:45 p.m. and the meeting will begin promptly at 1:00 p.m. Eastern Time, for the following purposes:

1Election of the four director nominees named in the Proxy Statement to serve until the 2029 annual meeting of stockholders;
2Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2026;
3Approval, on an advisory basis, of the compensation of the Company’s named executive officers; and
4Transacting such other business as may properly come before the meeting or any adjournment thereof.

These proposals are more fully described in the Proxy Statement accompanying this Notice.

March 9, 2026 has been fixed as the record date for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting or any adjournments thereof. Only stockholders of record at the close of business as of the record date will be entitled to notice of, and to vote at, the Annual Meeting. If you would like an opportunity to view the stockholder list, it will be available 10 days in advance of the meeting. Please contact the Corporate Secretary to make accommodations to view the list. Your vote is important. Whether or not you expect to attend the Annual Meeting, we encourage you to vote by Internet, by telephone or by completing, signing and dating your printable proxy card and returning it as soon as possible. If you are voting by Internet or by telephone, please follow the instructions on your proxy card.

You may attend the Annual Meeting and vote your shares during the meeting, even if you previously voted by Internet, telephone or if you returned your proxy card. Your proxy (including a proxy granted by the Internet or by telephone) may be revoked by sending in another signed proxy card with a later date, sending a letter revoking your proxy to the Company’s Corporate Secretary in Hampton, New Hampshire, voting again by Internet or telephone, or attending the Annual Meeting and voting during the meeting. If you are a registered stockholder (meaning you hold your shares directly in your name), you must present a valid control number to attend the Annual Meeting. If you are a beneficial stockholder (meaning your shares are held in the name of a broker, bank or other holder of record), you will also need to present a control number showing proof of ownership to attend the Annual Meeting.

If you need assistance voting your shares, please call Investor Relations at (603) 750-4674 or send an email to investor@planetfitness.com.

We hope that you will be able to join us virtually. Thank you for your ongoing support of and interest in Planet Fitness, Inc.

By Order of the Board of Directors,

Sarah Powell

General Counsel and Corporate Secretary

March 25, 2026

Important notice regarding the Internet availability of proxy materials for the stockholders meeting to be held on May 5, 2026. Stockholders may access, view and download the 2026 Proxy Statement and the 2025 Annual Report at www.proxyvote.com/PLNT.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:

Various statements made in this proxy statement are forward-looking, and are inherently subject to a number of risks, uncertainties, and potentially inaccurate assumptions. All statements that address activities, events, or developments that we intend, expect, or believe may occur in the future are forward-looking statements. These statements are typically accompanied by the words, “aim,” “anticipate,” “approximately,” “aspire,” “believe,” “contemplate,” “continue,” “ongoing,” “could,” “should,” “envision,” “estimate,” “expect,” “forecast,” “future,” “strategy,” “goal,” “hope,” “intend,” “may,” “outlook,” “predict,” “plan,” “project,” “potential,” “seek,” “strive,” “target,” “will,” “would,” or similar words, although not all forward-looking statements contain these identifying words. These forward-looking statements address various matters, including our expectations regarding the implementation of changes to our programs, the outcomes of our strategic and development initiatives, the achievement of our objectives and our estimations of future financial results and drivers. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. A variety of factors could cause our future results to differ materially from the anticipated events or results expressed in such forward-looking statements, including the high level of competition in the health and fitness industry; our ability to anticipate and satisfy consumer preferences and shifting views of health and fitness; our ability to obtain and retain high-profile strategic partnership arrangements; our and our franchisees’ ability to attract and retain members; any infringement, misappropriation or challenge of our intellectual property rights; failures, interruptions or security breaches of our information systems or technology, including any failure to properly maintain the confidentiality and integrity of our data or the occurrence of cyber incidents; our ability to successfully implement our growth strategy; our ability to retain key employees; economic, political and other risks; the impact on our financial results of the operating and financial results of, and our relationships with and actions taken by, our franchisees; the attractiveness of our franchise model; franchisee turnover and potential franchisee bankruptcies; real estate leases; our dependence on a limited number of suppliers for equipment and certain products and services; our future financial performance and our ability to pay principal and interest on our indebtedness; market instability and any related impact on our marketable debt securities portfolio; our corporate structure and tax receivable agreements; compliance with laws and regulations and any changes in such laws and regulations; and outcomes of litigation, legal proceedings and other legal, regulatory, environmental, social or governance matters. Readers should also review Item 1A, Risk Factors, of our Annual Report on Form 10-K filed on February 25, 2026 for a description of important factors that could cause our future results to differ materially from those contemplated by the forward-looking statements made in this proxy statement, as well as other information we file with the U.S. Securities and Exchange Commission (“SEC”). We caution investors, potential investors, and others not to place considerable reliance on the forward-looking statements contained in this proxy statement. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this proxy statement speak only as of the date of this proxy statement, and we do not undertake any obligation to publicly update or revise our forward-looking statements, even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized.

Information appearing on http://investor.planetfitness.com is not a part of and is not incorporated by reference in this proxy statement.

TABLE OF CONTENTS

PROXY SUMMARY1
PROPOSAL 1: ELECTION OF DIRECTORS5
Board of Directors6
CORPORATE GOVERNANCE18
Corporate Governance Highlights18
Board Composition and Director Independence18
Annual Board and Committee Performance Review19
Director Education19
Board of Directors Leadership Structure20
Board Meetings, Attendance and Committees20
Board Oversight of Risk Management24
Compensation Committee Interlocks and Insider Participation24
Codes of Conduct24
Corporate Governance Guidelines24
Director Nomination Process24
Board Membership Criteria24
Stockholder Engagement25
Environmental, Social and Corporate Governance25
Communications with Directors25
PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM26
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm27
Principal Accountant Fees and Services27
EXECUTIVE COMPENSATION28
Compensation Discussion and Analysis28
2025 Accomplishments28
Executive Transitions29
Overview of our Executive Compensation Program29
Process for Determining Executive Compensation30
Components of our Executive Compensation Program32
Other Compensation-Related Matters37
Compensation Committee Report39
Summary Compensation Table40
Grants of Plan-Based Awards Table42
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table43
Outstanding Equity Awards at 2025 Year-End44
Option Exercises and Stock Vested45
Pension Benefits and Nonqualified Deferred Compensation46
Potential Payments Upon Termination or Change in Control46
Pay Versus Performance49
Pay Ratio Disclosure Rule54
PROPOSAL 3: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION55
DIRECTOR COMPENSATION56
Non-Employee Director Compensation Program56
EXECUTIVE OFFICERS57
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS60
Beneficial Ownership60
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS63
Recapitalization Transactions in Connection with our IPO63
Indemnification Agreements67
Related Person Transactions Policy67
AUDIT COMMITTEE REPORT68
ADDITIONAL INFORMATION69
Requirements for Stockholder Proposals to be Considered for Inclusion in our Proxy Materials69
Requirements for Stockholder Proposals to be Brought Before an Annual Meeting69
Incorporation by Reference70
Householding70
Voting by Telephone or the Internet70
Other Matters70
GENERAL INFORMATION71
Information About the Annual Meeting and Voting71
APPENDIX A: GAAP to Non-GAAP Reconciliations and Other Performance MeasuresA-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.