Form 4: Planet Fitness CEO Sells Shares to Cover Tax Obligations from RSU Vesting

Planet Fitness CEO Colleen Keating sold 23,670 shares of Class A common stock on June 11, 2025, in a pre-planned transaction to cover tax withholding obligations and fees related to the vesting of 46,520 restricted stock units.

Summary

• Colleen Keating, CEO and Director of Planet Fitness, Inc. (PLNT), sold a total of 23,670 shares of Class A common stock on June 11, 2025.
• These sales were executed as "sell-to-cover" transactions, a common practice to satisfy tax withholding obligations and associated fees.
• The tax obligations arose from the vesting of 46,520 time-based restricted stock units (RSUs) that were granted to Ms. Keating on June 10, 2024, and vested on June 10, 2025.
• The shares were sold in two separate transactions: 8,738 shares at a weighted average price of $102.1102 (ranging from $101.345 to $102.34) and 14,932 shares at a weighted average price of $102.568 (ranging from $102.35 to $102.90).
• Following these transactions, Ms. Keating's beneficial ownership of Class A common stock stands at 105,339 shares.

Sentiment

Score: 5

Explanation: The transaction is a routine "sell-to-cover" for tax purposes following RSU vesting, which is a common and expected event for executives. It does not indicate a change in management's view of the company's prospects, nor does it suggest any significant positive or negative operational developments.

Positives

• The transaction is a standard "sell-to-cover" for tax purposes, indicating the vesting of previously granted equity compensation, which is a normal part of executive compensation.
• The CEO still retains a significant number of shares (105,339), maintaining alignment with shareholder interests.

Negatives

• The transaction results in a reduction in direct insider ownership, although it is for a common and expected reason (tax obligations).

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

• "Represents the sale of shares by the Reporting Person in a 'sell-to-cover' transaction pursuant to a prior election to cover tax withholding obligations and fees arising due to the vesting of 46,520 time-based restricted stock units that were granted to the Reporting Person on June 10, 2024 and vested on June 10, 2025."
• "The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein."

Industry Context

This filing reports an individual insider transaction and does not provide information directly related to broader industry trends or competitive landscape within the fitness or leisure sector. Such transactions are common for executives receiving equity compensation.

Comparison to Industry Standards

• This document, being an insider transaction report, does not contain information suitable for comparison to global industry benchmarks, specific comparable companies, projects, or results.
• The 'sell-to-cover' mechanism for tax obligations on RSU vesting is a standard practice across industries for equity compensation.

Related Party Transactions

• The transaction involves the sale of shares by an executive (Colleen Keating) of Planet Fitness, Inc., which is a standard equity compensation and tax-related transaction between an insider and the company's stock.

Stakeholder Impact

• Shareholders: The transaction results in a slight reduction in direct insider ownership, but it is for a routine tax purpose. The CEO still retains a substantial number of shares, maintaining alignment.
• Employees: No direct impact on employees is indicated by this filing.
• Customers: No direct impact on customers is indicated by this filing.
• Suppliers: No direct impact on suppliers is indicated by this filing.
• Creditors: No direct impact on creditors is indicated by this filing.

Next Steps

• The reporting person undertakes to provide full information regarding the number of shares sold at each separate price within the stated ranges upon request to the Issuer, any security holder, or the SEC staff.

Key Dates

Recommendation

Keywords

Planet Fitness, PLNT, Colleen Keating, SEC Form 4, Insider Trading, Stock Sale, Restricted Stock Units, RSU Vesting, Sell-to-cover, Equity Compensation, Corporate Governance