10-K: Planet Fitness Reports Strong 2025 Growth, Expands Globally

Sentiment:

Annual Report 25 February 2026 4:08 PM

Planet Fitness, Inc. announced robust financial and operational performance for fiscal year 2025, driven by increased membership, club expansion, and higher revenue across all segments.

Capital raiseOn December 15, 2025, the Master Issuer completed the Series 2025-1 Issuance, issuing $750 million in Series 2025-1 Class A-2 Notes.The proceeds from this issuance were used to repay the outstanding principal of the 2022 Class A-2-I Notes and to fund a $350 million accelerated share repurchase agreement.A new revolving financing facility was also entered into, allowing for the issuance of up to $75 million in 2025 Variable Funding Notes and certain Letters of Credit.

Better than expectedTotal revenue increased by 12.1%, exceeding the previous year's growth.Net income surged by 26.4%, indicating strong profitability improvements.Adjusted EBITDA grew by 13.1%, reflecting robust operational performance.System-wide sales increased by 10.4%, demonstrating broad market acceptance and demand.The company added 181 new clubs, expanding its footprint and market reach.Same club sales growth of 6.7% system-wide indicates healthy organic growth and member engagement.

Summary

Total revenue for 2025 increased by 12.1% to $1.324 billion, up from $1.182 billion in 2024.
Net income rose significantly by 26.4% to $220.264 million in 2025, compared to $174.243 million in 2024.
Adjusted EBITDA grew by 13.1% to $551.644 million in 2025 from $487.710 million in 2024.
Adjusted net income per diluted share increased by 18.5% to $3.07 in 2025, up from $2.59 in 2024.
System-wide sales reached $5.3 billion in 2025, an increase of 10.4% from $4.8 billion in 2024.
The company ended 2025 with approximately 20.8 million members and 2,896 clubs globally, adding 174 clubs during the year.
Same club sales growth was strong, with franchisee-owned clubs up 6.8% and corporate-owned clubs up 6.0% in 2025.
PF Black Card penetration increased to 66.5% in 2025 from 63.9% in 2024, reflecting enhanced member value.
A new $500.0 million share repurchase program was approved on December 15, 2025, replacing the previous program, and became effective January 12, 2026.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a very positive filing, reflecting strong financial performance, significant club expansion, and effective strategic execution. The robust growth in revenue, net income, and key operational metrics, coupled with a substantial share repurchase program, indicates a healthy and expanding business. While debt levels are notable, the company's cash flow generation and refinancing activities appear well-managed.

Positives

Total revenue increased by 12.1% to $1.324 billion in 2025, demonstrating strong top-line growth.
Net income saw a substantial 26.4% increase to $220.264 million in 2025, indicating improved profitability.
Adjusted EBITDA grew by 13.1% to $551.644 million, reflecting healthy operational performance.
Adjusted net income per diluted share increased by 18.5% to $3.07, signaling enhanced shareholder value.
System-wide sales increased by 10.4% to $5.3 billion, highlighting the overall strength of the brand and franchise system.
The company expanded its club count to 2,896 locations, adding 181 new clubs in 2025, with a significant portion being franchisee-owned (158 new franchisee clubs).
Strong same club sales growth of 6.7% system-wide (6.8% for franchisee-owned, 6.0% for corporate-owned) indicates continued member engagement and retention.
PF Black Card penetration increased to 66.5%, driving higher average monthly dues per member ($19.51 in 2025).
The approval of a new $500.0 million share repurchase program underscores confidence in future cash flows and commitment to returning capital to shareholders.
The company maintains a strong brand presence and high brand awareness in the U.S. fitness industry.

Negatives

Long-term debt increased to $2.514 billion in 2025 from $2.196 billion in 2024, increasing financial leverage.
The company's accumulated deficit increased significantly to $(1,107,429) thousand in 2025 from $(822,156) thousand in 2024.
Payments under tax benefit arrangements are substantial, with an estimated $415.8 million payable over the remaining term, which could impact future liquidity.
The company recorded a loss on adjustment of allowance for credit losses on held-to-maturity investment of $5.590 million in 2025, up from $1.146 million in 2024.
Related party equipment revenue decreased significantly to $3.221 million in 2025 from $13.804 million in 2024.

Risks

Success depends substantially on brand value, which can be adversely affected by competition, consumer preferences, and negative publicity.
Inability to attract and retain members could materially and adversely affect business, results of operations, and financial condition.
Intellectual property rights may be infringed, misappropriated, or challenged by others, especially internationally.
Heavy reliance on information systems means any material failure, interruption, or weakness could disrupt operations, damage reputation, or lead to penalties.
Failure to properly maintain confidentiality and integrity of data, including member payment and personal information, could harm reputation and business.
Cyber incidents or deficiencies in cybersecurity could negatively impact operations, compromise confidential information, and damage relationships and reputation.
Failure to successfully implement growth strategy, including new club development by franchisees, could adversely affect revenue and operating profits.
Planned growth and industry changes could strain management, employees, information systems, and internal controls.
Inability to retain key employees and hire additional highly qualified employees may hinder business management and strategic objectives.
Economic, political, and other risks associated with international operations could adversely affect profitability and international growth prospects.
Financial results are affected by the operating and financial results of, and relationships with, franchisees, whose actions are outside direct control.
Exposure to claims related to health and safety risks to members at both corporate-owned and franchise clubs.
Subject to various laws and regulations (FTC Franchise Rule, consumer protection, data privacy, EFT, tanning services), and failure to comply could adversely affect business.
Failure to address evolving ESG issues may have an adverse effect on business, financial condition, results of operations, and reputation.
Risks associated with leasing property subject to long-term non-cancelable leases.
Inability to identify and secure suitable sites for new franchise clubs could negatively impact revenue growth rate and profits.
Opening new clubs in close proximity may negatively impact existing clubs' revenues and profitability.
Franchisees may incur rising costs related to construction and maintenance, affecting the attractiveness of the franchise model.
Dependence on a limited number of suppliers for equipment and certain products/services could result in business disruptions.
Accounting treatment of goodwill, equity method investments, and other long-lived assets could result in future asset impairments.
Adoption or non-adoption of artificial intelligence could result in an adverse impact on performance or reputation or otherwise result in liability.
Substantially all assets of certain subsidiaries are security for indebtedness, imposing restrictions on activities.
Significant amount of debt outstanding could adversely affect business, financial condition, and results of operations.
Ability to generate cash or refinance indebtedness depends on many factors beyond control.
Required payments to existing and previous owners for tax benefits under tax receivable agreements are substantial and may be accelerated.
Unanticipated changes in effective tax rates or adverse outcomes from tax return examinations could adversely affect financial condition.
Ability to pay taxes and expenses may be limited by the company's holding company structure.
Pla-Fit Holdings is required to make substantial distributions to the company and Continuing LLC Owners.
Marketable debt securities portfolio is subject to credit, liquidity, market, and interest rate risks.
Provisions of corporate governance documents could make an acquisition more difficult and prevent attempts to replace management.
Organizational structure confers certain benefits upon TRA Holders and Continuing LLC Owners that do not benefit Class A common stockholders to the same extent.
Ineffective internal control over financial reporting or disclosure controls and procedures could lead to inaccurate reporting and stock price decline.
Delaware courts designated as the sole and exclusive forum for certain actions may limit stockholders' ability to obtain a favorable judicial forum.
Stock price could be extremely volatile, leading to potential losses for stockholders.
No current cash dividends on Class A common stock means no return on investment unless shares are sold for a higher price.
Share repurchase program is not guaranteed to be fully consummated or to enhance long-term share value.
Financial forecasting may differ materially from actual results, causing stock price decline.

Future Outlook

The company plans to grow its market share by modernizing its brand and expanding its club base, with contractual obligations for franchisees to open approximately 750 additional clubs, including over 500 in the next three years. It expects national advertising fund spending to grow as the membership base expands and anticipates its average royalty rate to increase towards the current 7% rate. The company also aims to enhance the member experience to foster brand loyalty and growth, particularly by increasing PF Black Card memberships and optimizing club formats. The 2025 Share Repurchase Program, effective January 12, 2026, signals a continued commitment to returning capital to shareholders.

Management Comments

Our mission is to enhance peoples lives by providing a high-quality fitness experience in a welcoming, non-intimidating environment, which we call the Judgement Free Zone.
Our brand promise is to Grow Stronger Together we make each other feel accepted and supported on their fitness journeys, leading to resilience, confidence and growth within fitness and life.
We believe fitness is essential to both physical and mental health, and every member should feel accepted and respected when they walk into a Planet Fitness regardless of their fitness level.
We believe that an engaged, welcoming, and inclusive culture is essential for the success of our business.

Industry Context

StockSavvy.ai notes that Planet Fitness continues to solidify its position as a market leader in the highly competitive and fragmented global health, fitness, and wellness industry. Its differentiated value proposition, offering high-quality fitness at a significantly lower price point ($15-$24.99/month) compared to the 2024 industry average of $69/month, allows it to appeal to a broad, previously underserved demographic. The company's strong franchising model enables rapid scaling, contrasting with more company-owned strategies seen in some competitors. The focus on a 'Judgement Free Zone' and essential amenities positions it uniquely against boutique fitness offerings and luxury clubs, while its digital offerings address the increasing consumer demand for digital fitness content.

Comparison to Industry Standards

Planet Fitness's Classic Card membership starts at $15 per month, and its PF Black Card membership is $24.99 per month, which is significantly below the 2024 industry average of $69 per month reported by the Health & Fitness Association.
The company's rapid club expansion, with 181 new clubs opened in 2025, outpaces many traditional health club chains, leveraging its predominantly franchisee-owned model for faster growth.
Planet Fitness's high brand awareness scores in the U.S. fitness industry, as per its Brand Health research, suggest a stronger market presence compared to many regional or niche competitors.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Structure	The board of directors is divided into three classes, with approximately one-third elected each year, making it more difficult for stockholders to change board composition.	NA	This classified board structure can deter hostile takeovers and promote board stability, but may also limit shareholder influence on board composition.
Voting Rights	The certificate of incorporation does not authorize cumulative voting for directors, meaning stockholders cannot concentrate their votes.	NA	Lack of cumulative voting can make it harder for minority shareholders to elect board representatives, reinforcing incumbent management's control.
Stockholder Proposals	Bylaws establish advance notice procedures for stockholder proposals and director nominations at annual meetings.	NA	These procedures ensure orderly meetings and prevent last-minute challenges, but may also discourage or deter potential acquirers or activist shareholders.
Stockholder Action	Stockholder action can only be taken at an annual or special meeting and cannot be taken by written consent in lieu of a meeting.	NA	This provision requires physical meetings for significant stockholder actions, potentially slowing down or complicating efforts to effect change without board approval.
Special Meetings	Special meetings of stockholders can only be called by the chairman of the board, a majority of the board of directors, or by the secretary at the request of holders of 50% or more of outstanding common stock.	NA	This limits the ability of a minority of shareholders to call special meetings, providing a degree of protection against activist investors.
Authorized Shares	Authorized but unissued shares of common and preferred stock are available for future issuance without stockholder approval.	NA	The existence of unissued shares, particularly preferred stock with superior rights, could be used to dilute the ownership of a potential hostile acquirer or make a takeover more difficult.
Anti-takeover Provisions	The company has elected not to be subject to Section 203 of the DGCL, but its certificate of incorporation contains provisions with the same general anti-takeover effect.	NA	These provisions are designed to discourage coercive takeover practices and encourage negotiation with the board, potentially benefiting stockholders by securing better terms, but may also deter acquisitions some stockholders favor.
Exclusive Forum	The certificate of incorporation requires derivative actions and certain other lawsuits against the company or its directors/officers to be brought only in specified courts in Delaware.	NA	This provision aims to provide consistency in applying Delaware law but may discourage lawsuits against directors and officers by limiting forum choice for stockholders.
Incentive Plan	The 2025 Omnibus Incentive Plan was adopted, replacing the 2015 Plan, allowing for grants of options and other equity-based awards up to 5,681,700 shares.	May 2025	Modernizes the equity compensation framework, aligning incentives for employees and directors with company performance and growth objectives.
Share Repurchase Program	A new $500.0 million share repurchase program was approved, contingent upon and effective at the completion of the 2025 ASR Agreement.	January 12, 2026	Demonstrates a commitment to returning capital to shareholders and can potentially enhance earnings per share and stock price, subject to market conditions and execution.
Cybersecurity Oversight	The Board of Directors, through its Audit Committee, maintains primary oversight of cybersecurity risks, with regular briefings from IT leadership.	NA	Enhances risk management and stakeholder confidence by ensuring dedicated board-level attention to evolving cybersecurity threats and strategies.

Legal Proceedings

The company is involved in various claims and legal actions in the ordinary course of business, such as employment-related claims and slip and fall cases, which are not believed to have a material adverse effect on financial position.
A legal settlement with a franchisee in Mexico was finalized on October 20, 2023, for $31.6 million, which included the acquisition of five clubs and their subsequent sale to Planet Fitmex, LLC for an equity interest valued at $17.0 million.
A settlement was reached with the New York Office of the Attorney General in November 2015 regarding allegations related to tanning advertising, which did not have a material adverse effect on the company.

Related Party Transactions

Franchise revenue from related parties was $9.140 million in 2025, compared to $8.171 million in 2024.
Equipment revenue from related parties was $3.221 million in 2025, compared to $13.804 million in 2024.
Receivables attributable to related parties were $5.4 million as of December 31, 2025.
Deferred ADA and franchise agreement revenue from related parties was $0.8 million as of December 31, 2025.
Payable to related parties pursuant to tax benefit arrangements was $83.9 million as of December 31, 2025.
A promissory note of up to $10.0 million was issued to a franchisee (related party) in November 2024, with $5.1 million outstanding as of December 31, 2025.
Payments of approximately $0.5 million were made in 2025 to a company selling amenity tracking compliance software, in which a board member (former interim CEO and franchisee) holds an approximate 10.5% ownership.

Stakeholder Impact

Shareholders: Benefit from strong financial performance, increased earnings per share, and a new share repurchase program, but face risks from stock price volatility and anti-takeover provisions.
Members: Continue to benefit from the 'Judgement Free Zone' philosophy, affordable membership options (starting at $15/month), enhanced PF Black Card benefits, and free fitness instruction.
Franchisees: Supported by a strong brand, attractive club-level economics, and comprehensive operational and marketing support, but face challenges from rising construction/maintenance costs and compliance requirements.
Employees: Provided with competitive pay and benefits, training and development opportunities, and a focus on an engaged, welcoming, and inclusive workplace culture.
Creditors: Secured by substantially all revenue-generating assets of certain subsidiaries, but exposed to the company's significant debt levels and the ability to generate sufficient cash flow to service obligations.

Next Steps

Franchisees are contractually obligated to open approximately 750 additional clubs, with over 500 expected within the next three years.
Contributions to the National Advertising Fund (NAF) will increase from 2% to 3% in 2026, with a corresponding decrease in local marketing contributions from 7% to 6%.
The 2025 Share Repurchase Program, approved on December 15, 2025, became effective on January 12, 2026.
Final settlement of the $350.0 million accelerated share repurchase agreement occurred on January 12, 2026.
The 2025 ESG Report is expected to be published in the spring of 2026.
The 2025 Annual Meeting of Stockholders is scheduled for May 5, 2026.

Key Dates

Date	Description
2012	Investment funds affiliated with TSG Consumer Partners (TSG) purchased interests in Pla-Fit Holdings.
March 16, 2015	Planet Fitness, Inc. was formed as a Delaware corporation to facilitate an initial public offering (IPO).
August 5, 2015	Planet Fitness, Inc. became the sole managing member and holder of 100% of the voting power of Pla-Fit Holdings.
November 2015	Settlement reached with the New York Office of the Attorney General (OAG) regarding tanning advertising allegations.
February 11, 2016	Lowest reported Class A common stock price ($13.23) since IPO.
July 1, 2017	Limited liability company agreement of Pla-Fit Holdings was amended.
August 1, 2018	Planet Fitness Master Issuer LLC entered into a base indenture and issued $575 million Series 2018-1 4.262% Fixed Rate Senior Secured Notes, Class A-2-I and $625 million Series 2018-1 4.666% Fixed Rate Senior Secured Notes, Class A-2-II.
March 2018	The 2018 Employee Stock Purchase Plan (ESPP) was adopted by the Board of Directors.
December 3, 2019	Master Issuer issued $550 million Series 2019-1 3.858% Fixed Rate Senior Secured Notes, Class A-2.
March 19, 2020	A franchisee in Mexico exercised a put option requiring the company to acquire their clubs.
December 31, 2021	Club count was 2,254.
February 2022	Master Issuer entered into an amended and restated base indenture, issued $425 million Series 2022-1 3.251% Fixed Rate Senior Secured Notes, Class A-2-I and $475 million Series 2022-1 4.008% Fixed Rate Senior Secured Notes, Class A-2-II, and a new revolving financing facility for up to $75 million in Series 2022-1 Variable Funding Senior Notes.
November 4, 2022	Board of directors approved a share repurchase program of up to $500.0 million, replacing the 2019 program.
December 31, 2022	Legal settlement reserve of $8.6 million recorded in connection with the Mexico acquisition.
February 2023	Company and Mexico franchisee agreed on a summary of terms for a settlement agreement.
April 16, 2023	Company purchased a majority of assets associated with four franchisee clubs in Florida for $26.3 million.
October 20, 2023	Company finalized settlement with Mexico franchisee for $31.6 million, acquiring five clubs.
December 28, 2023	Company completed the sale of the five Mexico clubs to Planet Fitmex, LLC in exchange for an equity interest valued at $17.0 million.
June 12, 2024	Master Issuer completed prepayment of 2018 Class A-2-II Notes and issued Series 2024-1 5.765% Fixed Rate Senior Secured Notes, Class A-2-I ($425 million) and Series 2024-1 6.237% Fixed Rate Senior Secured Notes, Class A-2-II ($375 million).
June 12, 2024	Company entered into a $280.0 million accelerated share repurchase agreement (2024 ASR Agreement) with Citibank, N.A.
June 13, 2024	Board of directors approved a share repurchase program of up to $500.0 million (2024 Share Repurchase Program) to replace the 2022 program, contingent on 2024 ASR completion.
September 16, 2024	Final settlement of the 2024 ASR Agreement occurred, and the 2024 Share Repurchase Program became effective.
November 2024	Company issued a promissory note of up to $10.0 million to a franchisee.
May 2025	Company adopted the 2025 Omnibus Incentive Plan, terminating the 2015 Plan.
July 22, 2025	Highest reported Class A common stock price ($113.55) since IPO.
August 19, 2025	Company sold 8 corporate-owned clubs in California to a franchisee for $21.6 million.
December 12, 2025	Company entered into a $350.0 million accelerated share repurchase agreement (2025 ASR Agreement) with Citibank, N.A.
December 15, 2025	Master Issuer completed prepayment of 2022-1 Class A-2-I Notes and issued Series 2025-1 5.274% Fixed Rate Senior Secured Notes, Class A-2-I ($400.0 million) and Series 2025-1 5.649% Fixed Rate Senior Secured Notes, Class A-2-II ($350.0 million).
December 15, 2025	Board of directors approved a share repurchase program of up to $500.0 million (2025 Share Repurchase Program) to replace the 2024 program, contingent on 2025 ASR completion.
December 16, 2025	Company paid $350.0 million in cash and received 2,548,234 shares of Class A common stock under the 2025 ASR Agreement.
December 31, 2025	Fiscal year end for the annual report.
January 12, 2026	Final settlement of the 2025 ASR Agreement occurred, with an additional 754,644 shares delivered and retired. The 2025 Share Repurchase Program became effective.
February 20, 2026	Number of outstanding shares of Class A and Class B common stock reported.
February 25, 2026	Date of the audit report and filing of the 10-K.
May 5, 2026	Anticipated date for the 2025 Annual Meeting of Stockholders.
Spring 2026	Expected publication of the 2025 ESG Report.
January 1, 2026 December 31, 2028	Performance Period for Performance Share Units (PSUs).
December 2026	Anticipated repayment date for 2022 Variable Funding Notes.
December 2028	Anticipated repayment date for 2025 Variable Funding Notes.
June 2029	Anticipated repayment date for 2024 Class A-2-I Notes.
December 2029	Anticipated repayment date for 2019 Notes.
December 2030	Anticipated repayment date for 2025 Class A-2-I Notes.
December 2031	Anticipated repayment date for 2022 Class A-2-II Notes.
December 2032	Anticipated repayment date for 2025 Class A-2-II Notes.
June 2034	Anticipated repayment date for 2024 Class A-2-II Notes.
December 2049	Legal final maturity date of the 2019 Notes.
February 2052	Legal final maturity date of the 2022 Notes.
June 2054	Legal final maturity date of the 2024 Notes.
December 2055	Legal final maturity date of the 2025 Notes.

Recommendation

strong buy

The filing demonstrates exceptional financial and operational performance, with double-digit growth across all key metrics including revenue, net income, Adjusted EBITDA, and system-wide sales. The company's strategic expansion plans, evidenced by significant new club openings and a clear roadmap for future growth, coupled with increasing PF Black Card penetration, indicate strong underlying business momentum. The approval of a new $500 million share repurchase program further signals management's confidence and commitment to shareholder value. Despite increased debt, the company's robust cash flow generation and predictable revenue streams provide a solid foundation. The value proposition remains highly attractive in the fitness industry, positioning Planet Fitness for continued market leadership.

Keywords

Fitness Industry, Franchising, Gyms, Health Clubs, PLNT, SEC Filing, 10-K, Financial Performance, Membership Growth, Club Expansion, Share Repurchase, Corporate Governance, Risk Factors, Adjusted EBITDA, PF Black Card, Judgement Free Zone, Securitized Debt

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