SEC Form 10-Q filed by Planet Fitness Inc.

5/7/26 4:25:24 PM ET

$PLNT

Hotels/Resorts

Consumer Discretionary

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plnt-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________to ______________

Commission file number: 001-37534

PLANET FITNESS, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware						38-3942097
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

4 Liberty Lane West, Hampton, NH 03842

(Address of Principal Executive Offices and Zip Code)

(603) 750-0001

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 Par Value	PLNT	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of May 4, 2026 there were 79,126,649 shares of the Registrant’s Class A Common Stock, par value $0.0001 per share, outstanding and 316,128 shares of the Registrant’s Class B Common Stock, par value $0.0001 per share, outstanding.

PLANET FITNESS, INC.

TABLE OF CONTENTS

Page

Cautionary Note Regarding Forward-Looking Statements

PART I – FINANCIAL INFORMATION

ITEM 1.

Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets (Unaudited) as of March 31, 2026 and December 31, 2025

Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2026 and 2025

Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2026 and 2025

Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2026 and 2025

Condensed Consolidated Statements of Changes in Equity (Unaudited) for the Three Months Ended March 31, 2026 and 2025

Notes to Condensed Consolidated Financial Statements (Unaudited)

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

ITEM 4.

Controls and Procedures

PART II – OTHER INFORMATION

Unregistered Sales of Equity Securities and Use of Proceeds

ITEM 3.

Defaults Upon Senior Securities

ITEM 4.

Mine Safety Disclosures

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, as well as information included in oral statements or other written statements made or to be made by us, contain statements that constitute “forward-looking statements” within the federal securities laws. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “believe,” “envision,” “estimate,” “expect,” “intend,” “may,” “might,” “goal,” “plan,” “prospect,” “predict,” “project,” “target,” “potential,” “assumption,” “will,” “would,” “could,” “should,” “continue,” “ongoing,” “contemplate,” “future,” “strategy” and the negative thereof and similar words and expressions are intended to identify forward-looking statements, although not all forward-looking statements include these identifying words. Forward-looking statements include, among others, statements we make regarding:

•our future financial position;

•business strategy;

•budgets, projected costs and plans;

•future industry growth;

•financing sources;

•potential return of capital initiatives;

•the impact of litigation, government inquiries and investigations; and

•all other statements regarding our intent, plans, beliefs or expectations that do not relate solely to historical facts.

These forward-looking statements are not assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of the business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, any statements contained herein that are not statements of historical fact may be forward-looking statements and should be evaluated as such. Important factors that could cause actual results and events to differ materially from those indicated in the forward-looking statements include, among others, risks and uncertainties associated with the following:

•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, including trademarks, trade names, copyrights and trade dress, 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 and damage our reputation.

•If we fail to properly maintain the confidentiality and integrity of our data, including member credit card, debit card, bank account information and other personally identifiable information, 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 subject us to loss and harm our brand and our business.

•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 planned growth 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.

•We are subject to a variety of additional risks associated with our franchisees, such as potential franchisee bankruptcies, franchisee changes in control, franchisee turnover, rising costs related to construction of new clubs and maintenance of existing clubs, including rising costs due to inflation and supply chain disruptions, which could adversely affect the attractiveness of our franchise model, and in turn our business, results of operations and financial condition.

•We and our franchisees could be subject to claims related to health and safety risks to members that arise while at both our corporate-owned and franchise clubs.

•Our business is subject to various laws and regulations and changes in such laws and regulations, or failure to comply with existing or future laws and regulations, could harm our reputation and adversely affect our business.

•Environmental, social and governance issues may have an adverse effect on our business, financial condition and results of operations and damage our reputation.

•We are subject to risks associated with leasing property subject to long-term non-cancelable leases.

•If we and our franchisees are unable to identify and secure suitable sites for new franchise clubs, our revenue growth rate and profits may be negatively impacted.

•Opening new clubs in close proximity may negatively impact our existing clubs’ revenues and profitability.

•Our franchisees may 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 dependence on a limited number of suppliers for equipment and certain products and services could result in disruptions to our business and could adversely affect our revenues and gross profit.

•The accounting treatment of goodwill, equity method investments and other long-lived assets could result in future asset impairments, which would reduce our earnings.

•Our adoption or non-adoption of artificial intelligence could result in an adverse impact on our performance or reputation or otherwise result in liability.

•The other factors identified under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission.

In light of the significant risks and uncertainties inherent in forward-looking statements, we caution investors not to place undue reliance on the forward-looking statements contained in this Quarterly Report on Form 10-Q, which reflect our views only as of the date of this Report. Except as required by law, neither we nor any of our affiliates or representatives undertake any obligation to provide additional information or to correct or update any information set forth in this report, whether as a result of new information, future developments or otherwise.


(in thousands, except per share amounts)	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	375,273	$	345,652
Restricted cash	81,223		66,304
Short-term marketable securities	98,533		106,761
Accounts receivable, net of allowances for uncollectible amounts of $428 as of March 31, 2026 and December 31, 2025	41,076		70,431
Inventory	4,809		7,581
Restricted assets - national advertising fund	15,376		—
Prepaid expenses	26,275		24,605
Other receivables	42,590		34,094
Income tax receivable	1,917		2,958
Total current assets	687,072		658,386
Long-term marketable securities	96,963		88,263
Investments, net of allowance for expected credit losses	68,927		69,700
Property and equipment, net of accumulated depreciation of $482,134 and $453,852, as of March 31, 2026 and December 31, 2025, respectively	452,201		466,747
Right-of-use assets, net	398,676		409,320
Intangible assets, net	278,389		286,409
Goodwill	712,340		712,450
Deferred income taxes	394,765		406,724
Other assets, net	15,308		5,396
Total assets	$	3,104,641	$	3,103,395
Liabilities and stockholders’ deficit
Current liabilities:
Current maturities of long-term debt	$	25,750	$	23,875
Accounts payable	33,094		39,683
Accrued expenses	68,789		75,371
Equipment deposits	7,414		10,165
Deferred revenue, current	86,373		58,593
Payable pursuant to tax benefit arrangements, current	55,508		55,518
Other current liabilities	54,810		49,285
Total current liabilities	331,738		312,490
Long-term debt, net of current maturities	2,453,337		2,458,379
Lease liabilities, net of current portion	406,984		419,120
Deferred revenue, net of current portion	29,133		29,657
Deferred tax liabilities	1,076		1,177
Payable pursuant to tax benefit arrangements, net of current portion	360,273		360,273
Other liabilities	4,892		5,677
Total noncurrent liabilities	3,255,695		3,274,283
Commitments and contingencies (Note 12)
Stockholders’ equity (deficit):
Class A common stock, $0.0001 par value, 300,000 shares authorized, 79,124 and 80,446 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	8		8
Class B common stock, $0.0001 par value, 100,000 shares authorized, 316 shares issued and outstanding as of March 31, 2026 and December 31, 2025	—		—
Additional paid in capital	625,604		623,333
Accumulated other comprehensive (loss) income	(605)		1,311
Accumulated deficit	(1,107,227)		(1,107,429)
Total stockholders’ deficit attributable to Planet Fitness, Inc.	(482,220)		(482,777)
Non-controlling interests	(572)		(601)
Total stockholders’ deficit	(482,792)		(483,378)
Total liabilities and stockholders’ deficit	$	3,104,641	$	3,103,395


	Three Months Ended March 31,
(in thousands, except per share amounts)	2026		2025
Revenue:
Franchise	$	102,249	$	93,240
National advertising fund revenue	32,218		21,940
Corporate-owned clubs	140,622		133,669
Equipment	62,147		27,813
Total revenue	337,236		276,662
Operating costs and expenses:
Cost of revenue	45,341		22,485
Club operations	88,194		81,680
Selling, general and administrative	34,150		34,307
National advertising fund expense	32,218		21,944
Depreciation and amortization	40,251		38,281
Other gains, net	(1,587)		(1,237)
Total operating costs and expenses	238,567		197,460
Income from operations	98,669		79,202
Other income (expense), net:
Interest income	5,662		5,812
Interest expense	(32,967)		(26,197)
Other income, net	615		283
Total other expense, net	(26,690)		(20,102)
Income before income taxes	71,979		59,100
Provision for income taxes	19,309		16,216
Losses from equity-method investments, net of tax	(874)		(805)
Net income	51,796		42,079
Less net income attributable to non-controlling interests	242		212
Net income attributable to Planet Fitness, Inc.	$	51,554	$	41,867
Net income per share of Class A common stock:
Basic	$	0.65	$	0.50
Diluted	$	0.65	$	0.50
Weighted-average shares of Class A common stock outstanding:
Basic	79,575		84,170
Diluted	79,786		84,402


	Three Months Ended March 31,
(in thousands)	2026		2025
Net income including non-controlling interests	$	51,796	$	42,079
Other comprehensive (loss) income, net
Foreign currency translation adjustments	(1,304)		868
Unrealized (loss) gain on marketable securities, net of tax	(612)		128
Total other comprehensive (loss) income, net	(1,916)		996
Total comprehensive income including non-controlling interests	49,880		43,075
Less: total comprehensive income attributable to non-controlling interests	242		212
Total comprehensive income attributable to Planet Fitness, Inc.	$	49,638	$	42,863


	Class A common stock			Class B common stock			Additional paid- in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Non-controlling interests		Total (deficit) equity
(In thousands)	Shares	Amount		Shares	Amount
Balance at December 31, 2025	80,446	$	8	316	$	—	$	623,333	$	1,311	$	(1,107,429)	$	(601)	$	(483,378)
Net income	—	—		—	—		—		—		51,554		242		51,796
Equity-based compensation expense	—	—		—	—		2,981		—		—		—		2,981
Repurchase and retirement of Class A common stock	(1,368)	—		—	—		(152)		—		(51,352)		152		(51,352)

Issuance of shares under equity-based compensation plans	46	—		—	—		(558)		—		—		—		(558)

Distributions paid to members of Pla-Fit Holdings	—	—		—	—		—		—		—		(365)		(365)
Other comprehensive loss	—	—		—	—		—		(1,916)		—		—		(1,916)
Balance at March 31, 2026	79,124	$	8	316	$	—	$	625,604	$	(605)	$	(1,107,227)	$	(572)	$	(482,792)


(in thousands)	Amortized Cost		Unrealized Gains (Losses), Net		Fair Value(1)		Level 1		Level 2
March 31, 2026
Cash equivalents
Money market funds	$	1,365	$	—	$	1,365	$	1,365	$	—


Total cash equivalents	1,365		—		1,365		1,365		—
Short-term marketable securities
Corporate debt securities	95,299		33		95,332		—		95,332
Commercial paper	3,203		(2)		3,201		—		3,201


Total short-term marketable securities	98,502		31		98,533		—		98,533
Long-term marketable securities
Corporate debt securities	95,466		(246)		95,220		—		95,220


U.S. government agency securities	1,750		(7)		1,743		—		1,743
Total long-term marketable securities	97,216		(253)		96,963		—		96,963
Total cash equivalents and marketable securities	$	197,083	$	(222)	$	196,861	$	1,365	$	195,496


(in thousands)	Amount
Remainder of 2026	$	24,059
2027	27,956
2028	27,300
2029	23,675
2030	17,920
Thereafter	11,075
Total	$	131,985


(in thousands) Leases	Balance Sheet Classification	March 31, 2026		December 31, 2025
Assets
Operating	Right of use asset, net	$	398,676	$	409,320
Finance	Property and equipment, net	912		964
Total lease assets		$	399,588	$	410,284

Liabilities
Current:
Operating	Other current liabilities	$	48,455	$	44,397
Finance	Other current liabilities	205		203
Noncurrent:
Operating	Lease liabilities, net of current portion	406,984		419,120
Finance	Other liabilities	725		773
Total lease liabilities		$	456,369	$	464,493

Weighted-average remaining lease term - operating leases		7.6 years		7.8 years
Weighted-average discount rate - operating leases		5.9%		5.9%


	Three Months Ended March 31,
(in thousands, except share and per share amounts)	2026		2025
Numerator
Net income	$	51,796	$	42,079
Less: net income attributable to non-controlling interests	242		212
Net income attributable to Planet Fitness, Inc.	$	51,554	$	41,867
Denominator
Weighted-average shares of Class A common stock outstanding - basic	79,575,118		84,170,460
Effect of dilutive securities:
Stock options	31,818		40,975
Restricted stock units	106,535		126,762
Performance stock units	72,771		63,702
Weighted-average shares of Class A common stock outstanding - diluted	79,786,242		84,401,899
Earnings per share of Class A common stock - basic	$	0.65	$	0.50
Earnings per share of Class A common stock - diluted	$	0.65	$	0.50


Franchise Segment	Three Months Ended March 31,
(in thousands)	2026		2025
Selling, general and administrative	$	8,415	$	7,213
National advertising fund expense	32,218		21,944
Cost of revenue	1,552		1,032
Other segment (income) expenses, net⁽¹⁾	(2,439)		126
Total	$	39,746	$	30,315


Corporate-owned Clubs Segment	Three Months Ended March 31,
(in thousands)	2026		2025
Club compensation and payroll(1)	$	25,945	$	23,953
Rent & occupancy(1)	32,710		31,032
Marketing(1)	18,181		15,290
Operational and other(1)	11,357		11,406
Selling, general and administrative	4,114		4,342
Other segment expenses, net⁽²⁾	1,830		1,797
Total	$	94,137	$	87,820


	March 31, 2026						December 31, 2025
(in thousands)	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Finite-lived intangible assets:
Customer relationships	$	199,043	$	(186,988)	$	12,055	$	199,043	$	(186,199)	$	12,844
Reacquired franchise rights	274,708		(154,778)		119,930		274,708		(147,547)		127,161
Total finite-lived intangible assets	473,751		(341,766)		131,985		473,751		(333,746)		140,005
Indefinite-lived intangible assets:
Trade and brand names	146,404		—		146,404		146,404		—		146,404
Total intangible assets	$	620,155	$	(341,766)	$	278,389	$	620,155	$	(333,746)	$	286,409


(in thousands)	March 31, 2026		December 31, 2025
2019-1 Class A-2 notes	$	515,625	$	517,000
2022-1 Class A-2-II notes	456,000		457,188
2024-1 Class A-2-I notes	418,625		419,688
2024-1 Class A-2-II notes	369,375		370,312
2025-1 Class A-2-I notes	400,000		400,000
2025-1 Class A-2-II notes	350,000		350,000
Total debt, excluding deferred financing costs	2,509,625		2,514,188
Deferred financing costs, net of accumulated amortization	(30,538)		(31,934)
Total debt, net	2,479,087		2,482,254
Current portion of long-term debt	25,750		23,875
Long-term debt, net of current portion	$	2,453,337	$	2,458,379


	March 31, 2026				December 31, 2025
(in thousands)	Carrying value		Estimated fair value(1)		Carrying value		Estimated fair value(1)
Long-term debt	$	2,509,625	$	2,440,305	$	2,514,188	$	2,486,700


	Three Months Ended March 31,
	2026	2025
Franchisee-owned clubs:
Clubs operated at beginning of period	2,604	2,445
New clubs opened or acquired	15	16

Clubs debranded, sold, closed or consolidated(1)	(2)	—
Clubs operated at end of period	2,617	2,461
Corporate-owned clubs:
Clubs operated at beginning of period	292	277
New clubs opened or acquired	—	3


Clubs operated at end of period	292	280
Total clubs:
Clubs operated at beginning of period	2,896	2,722
New clubs opened or acquired	15	19
Clubs debranded, sold, closed or consolidated(1)	(2)	—
Clubs operated at end of period	2,909	2,741


Equipment Segment	Three Months Ended March 31,
(in thousands)	2026		2025
Cost of revenue	$	42,124	$	19,879
Other segment expenses, net⁽¹⁾	556		492
Total	$	42,680	$	20,371


	Three Months Ended March 31, 2026					Three Months Ended March 31, 2025
(in thousands, except per share amounts)	Net income		Weighted Average Shares	Net income per share, diluted		Net income		Weighted Average Shares	Net income per share, diluted
Net income attributable to Planet Fitness, Inc.(1)	$	51,554	79,786	$	0.65	$	41,867	84,402	$	0.50
Net income attributable to non-controlling interests(2)	242		316			212		342
Net income	51,796					42,079
Adjustments to arrive at adjusted income before income taxes(3)	28,536					25,438
Adjusted income before income taxes	80,332					67,517
Adjusted income taxes(4)	20,886					17,487
Adjusted net income	$	59,446	80,102	$	0.74	$	50,030	84,744	$	0.59


	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)
1/31/2026	754,644	$	108.76	754,644	$	500,000,000
2/28/2026	256,828	$	80.36	256,828	$	479,362,385
3/31/2026	356,897	$	82.27	356,897	$	450,000,039
Total	1,368,369			1,368,369

Date	Price Target	Rating	Analyst
5/8/2026	$59.00	Buy → Neutral	BofA Securities
5/8/2026	$50.00	Buy → Hold	TD Cowen
5/8/2026	$47.00	Overweight → Equal-Weight	Morgan Stanley
5/7/2026		Outperform → Mkt Perform	William Blair
3/12/2026	$100.00	Overweight	KeyBanc Capital Markets
3/11/2026	$90.00	Overweight	Wells Fargo
12/10/2025	$130.00	Buy	Guggenheim
10/17/2025	$125.00	Buy	UBS

SEC Form 10-Q filed by Planet Fitness Inc.

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$PLNT Insider Purchases

Chief Executive Officer Keating Colleen bought $247,700 worth of shares (5,000 units at $49.54), increasing direct ownership by 4% to 141,511 units (SEC Form 4)

Director Rathke Frances G bought $231,050 worth of shares (5,000 units at $46.21) (SEC Form 4)

Benson Craig R bought $681,464 worth of shares (10,000 units at $68.15) (SEC Form 4)

$PLNT SEC Filings

Amendment: SEC Form SCHEDULE 13G/A filed by Planet Fitness Inc.

Planet Fitness Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits