Form 8-K

8-K — Planet Fitness, Inc.

Accession: 0001637207-26-000028

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001637207

SIC: 7997 (SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — plnt-20260507.htm (Primary)

EX-99.1 (plntq12026pressreleaseex991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: plnt-20260507.htm · Sequence: 1

plnt-20260507

0001637207false00016372072026-05-072026-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

May 7, 2026

Date of Report (Date of earliest event reported)

Planet Fitness, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-37534 38-3942097

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

4 Liberty Lane West

Hampton, NH 03842

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (603) 750-0001

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 7, 2026, Planet Fitness, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press Release dated May 7, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PLANET FITNESS, INC.

By:

/s/ Thomas Fitzgerald

Name:

Title:

Thomas Fitzgerald

Interim Chief Financial Officer

Dated: May 7, 2026

EX-99.1

Filename: plntq12026pressreleaseex991.htm · Sequence: 2

Document

Exhibit 99.1

Planet Fitness, Inc. Announces First Quarter 2026 Results

System-wide same club sales increased 3.5%

Ended first quarter with total membership of approximately 21.5 million

Company updates 2026 outlook

Hampton, NH, May 7, 2026 - Today, Planet Fitness, Inc. (NYSE: PLNT) reported financial results for its first quarter ended March 31, 2026.

First Quarter Fiscal 2026 Highlights

•Total revenue increased from the prior year period by 21.9% to $337.2 million.

•System-wide same club sales increased 3.5%.

•System-wide sales increased $88.0 million to $1.4 billion, from $1.3 billion in the prior year period.

•Net income attributable to Planet Fitness, Inc. was $51.6 million, or $0.65 per diluted share, compared to $41.9 million, or $0.50 per diluted share, in the prior year period.

•Net income increased $9.7 million to $51.8 million, compared to $42.1 million in the prior year period.

•Adjusted net income(1) increased $9.4 million to $59.4 million, or $0.74 per diluted share(1), compared to $50.0 million, or $0.59 per diluted share, in the prior year period.

•Adjusted EBITDA(1) increased $22.9 million to $139.9 million from $117.0 million in the prior year period.

•15 new Planet Fitness clubs were opened system-wide during the period, all of which were franchisee-owned, bringing system-wide total clubs to 2,909 as of March 31, 2026.

•Repurchased and retired 613,725 shares of Class A common stock using $50.0 million of cash on hand.

•Cash and marketable securities of $652.0 million, which includes cash and cash equivalents of $375.3 million, restricted cash of $81.2 million and marketable securities of $195.5 million as of March 31, 2026.

“In the first quarter, our top and bottom line results exceeded expectations. However, 2026 is off to a slower than expected start from a net member growth perspective as we faced internal and external headwinds during our peak sign-up period. As a result, we are sharpening our marketing to prioritize capturing demand and driving net member growth. Additionally we are pausing the planned national Black Card price increase pending a broader pricing review,” said Colleen Keating, Chief Executive Officer. “While we are resetting near-term expectations, we expect that these actions will help set the stage for enhanced top and bottom-line results in 2027. The fitness industry continues to benefit from a number of secular tailwinds given the growing awareness of the vital role movement plays in health and well-being. Long-term, our thesis remains intact and as the leader in the high-value, low-price segment, Planet Fitness is well positioned to capitalize on our industry leadership.”

Operating Results for the First Quarter Ended March 31, 2026

For the first quarter of 2026, total revenue increased $60.6 million or 21.9% to $337.2 million from $276.7 million in the prior year period. By segment:

•Franchise segment revenue increased $19.3 million or 16.7% to $134.5 million from $115.2 million in the prior year period. The increase was primarily attributable to a $10.3 million increase in National Advertising Fund (“NAF”) revenue from a 1% rate increase to NAF contributions from 2% to 3% for fiscal year 2026. There was also $6.0 million of higher royalty revenue, of which $2.8 million was attributable to a franchise same club sales increase of 3.5%, $2.2 million was attributable to new clubs opened since January 1, 2025 before they move into the same club sales base and $1.0 million was due to higher royalties on annual fees, and a $1.4 million increase in franchise and other fees.

•Corporate-owned clubs segment revenue increased $7.0 million or 5.2% to $140.6 million from $133.7 million in the prior year period. This increase was primarily attributable to $6.9 million from the corporate-owned clubs in the same club sales base, of which of $4.3 million was attributable to a same clubs sales increase of 3.5% and $2.6 million was attributable to higher other fees, and $4.9 million was from new clubs opened since January 1, 2025 before they move

1 Adjusted net income, Adjusted net income per share, diluted and Adjusted EBITDA are non-GAAP measures. For reconciliations of Adjusted net income and Adjusted EBITDA to U.S. GAAP (“GAAP”) net income and a computation of Adjusted net income per share, diluted, see “Non-GAAP Financial Measures” accompanying this press release.

into the same club sales base. This increase was partially offset by $4.8 million of lower revenue attributable to the 8 clubs located in California that the Company sold to a franchisee in August 2025.

•Equipment segment revenue increased $34.3 million or 123.4% to $62.1 million from $27.8 million in the prior year period. This increase was primarily attributable to $32.0 million of higher revenue from equipment sales to existing franchisee-owned clubs and $2.3 million of higher revenue from equipment sales to new franchisee-owned clubs. In the first quarter of 2026, we had equipment sales to 14 new franchisee-owned clubs compared to 10 in the prior year period.

Segment Adjusted EBITDA represents our Adjusted EBITDA broken out by the Company’s reportable segments. Adjusted EBITDA is defined as net income before interest, taxes, depreciation and amortization, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing performance of the Company’s core operations, see “Non-GAAP Financial Measures” accompanying this press release.

Segment Adjusted EBITDA was as follows:

•Franchise Segment Adjusted EBITDA increased $9.9 million or 11.6% to $94.7 million from $84.9 million in the prior year. This increase was primarily attributable to higher franchise segment revenue as described above, and $2.2 million of higher other gain, net, partially offset by $10.3 million of higher NAF expense and $1.2 million of higher selling, general and administrative expense.

•Corporate-owned clubs Segment Adjusted EBITDA increased $0.6 million or 1.4% to $46.5 million from $45.8 million in the prior year. This increase was primarily attributable to $4.3 million from clubs included in the same club sales base, partially offset by $2.1 million of higher expense from the 1% rate increase in NAF contributions and by $1.5 million of lower adjusted EBITDA attributable to the 8 clubs located in California that the Company sold to a franchisee in August 2025, as described above.

•Equipment Segment Adjusted EBITDA increased $12.0 million or 161.6% to $19.5 million from $7.4 million in the prior year. This increase was primarily driven by higher equipment sales to existing and new franchisee-owned clubs, as described above.

2026 Outlook

For the year ending December 31, 2026, the Company is reiterating the following expectations:

•New equipment placements of approximately 150 to 160 in franchisee-owned locations.

•System-wide new club openings of approximately 180 to 190 locations.

Based on lower net joins than planned in the first quarter, which has an outsized impact on full year results due to the seasonal nature of the Company’s subscription revenue model and the decision to pause the Black Card price increase, the Company is updating certain of its 2026 growth expectations over 2025 results as follows:

•System-wide same club sales growth of approximately 1% (previously 4% to 5%).

•Revenue to increase approximately 7% (previously approximately 9%).

•Adjusted EBITDA to increase approximately 6% (previously approximately 10%).

•Adjusted net income to decrease approximately 2% (previously an increase of 4% to 5%).

•Adjusted net income per share, diluted to increase approximately 4% (previously 9% to 10%), based on adjusted diluted weighted-average shares outstanding of approximately 79.0 million (previously 80.0 million), inclusive of shares expected to be repurchased.

The Company now expects 2026 net interest expense to be approximately $111.0 million (previously $114.0 million). It also continues to expect capital expenditures to increase approximately 10% to 15% driven by additional clubs in our corporate-owned portfolio and depreciation and amortization to increase approximately 10% compared to 2025.

Presentation of Financial Measures

Planet Fitness, Inc. (the “Company”) was formed in March 2015 for the purpose of facilitating the initial public offering (the “IPO”) and related recapitalization transactions that occurred in August 2015, and in order to carry on the business of Pla-Fit Holdings, LLC (“Pla-Fit Holdings”) and its subsidiaries. As the sole managing member of Pla-Fit Holdings, the Company operates and controls all of the business and affairs of Pla-Fit Holdings, and through Pla-Fit Holdings, conducts its business. As a result, the Company consolidates Pla-Fit Holdings’ financial results and reports a non-controlling interest related to the portion of Pla-Fit Holdings not owned by the Company.

The financial information presented in this press release includes non-GAAP financial measures such as Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted, to provide measures that we believe are useful to investors in evaluating the Company’s performance. These non-GAAP financial measures are supplemental measures of the Company’s performance that are neither required by, nor presented in accordance with GAAP. These financial measures should not be considered in isolation or as substitutes for GAAP financial measures such as net income or any other performance measures derived in accordance with GAAP. In addition, in the future, the Company may incur expenses or charges such as those added back to calculate Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted. The Company’s presentation of Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted, should not be construed as an inference that the Company’s future results will be unaffected by similar amounts or other unusual or nonrecurring items. See the tables at the end of this press release for a reconciliation of Adjusted EBITDA, Adjusted net income, and Adjusted net income per share, diluted, to their most directly comparable GAAP financial measure.

The non-GAAP financial measures used in our full-year outlook will differ from net income and net income per share, diluted, determined in accordance with GAAP in ways similar to those described in the reconciliations at the end of this press release. We do not provide guidance for net income or net income per share, diluted, determined in accordance with GAAP or a reconciliation of guidance for Adjusted net income and Adjusted net income per share, diluted, to the most directly comparable GAAP measure because we are not able to predict with reasonable certainty the amount or nature of all items that will be included in our net income and net income per share, diluted, for the year ending December 31, 2026. These items are uncertain, depend on many factors and could have a material impact on our net income and net income per share, diluted, for the year ending December 31, 2026, and therefore cannot be made available without unreasonable effort.

Same club sales refers to year-over-year sales comparisons for the same club sales base of both corporate-owned and franchisee-owned clubs, which is calculated for a given period by including only sales from clubs that had sales in the comparable months of both years. We define the same club sales base to include those clubs that have been open and for which monthly membership dues have been billed for longer than 12 months. We measure same club sales based solely upon monthly dues billed to members of our corporate-owned and franchisee-owned clubs.

Investor Conference Call

The Company will hold a conference call at 8:00AM (ET) on May 7, 2026 to discuss the news announced in this press release. A live webcast of the conference call will be accessible at www.planetfitness.com via the “Investor Relations” link. The webcast will be archived on the website for one year.

About Planet Fitness

Founded in 1992 in Dover, NH, Planet Fitness is one of the largest and fastest-growing franchisors and operators of fitness centers in the world by number of members and locations. As of March 31, 2026, Planet Fitness had approximately 21.5 million members and 2,909 clubs in all 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico, Australia and Spain. The Company’s mission is to enhance people’s lives by providing a high-quality fitness experience in a welcoming, non-intimidating environment, which we call the Judgement Free Zone®. Approximately 90% of Planet Fitness clubs are owned and operated by independent business owners.

Investor Contact:

Brendon Frey, ICR

brendon.frey@icrinc.com

203-682-8216

Media Contact:

McCall Gosselin, Planet Fitness

mccall.gosselin@planetcsc.com

603-957-4650

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include the Company’s statements with respect to expected future performance presented under the heading “2026 Outlook,” those attributed to the Company’s Chief Executive Officer in this press release, the Company’s expected membership growth and club growth, share repurchases and the timing thereof, ability to deliver future shareholder value and other statements, estimates and projections that do not relate solely to historical facts. Forward-looking statements can be identified by 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 similar references to future periods, although not all forward-looking statements include these identifying words. Forward-looking statements are not assurances of future performance. Instead, they are based only on the Company’s 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 the Company’s control. Actual results and financial condition may differ materially from those indicated in the forward-looking statements. Important factors that could cause our actual results to differ materially include competition in the fitness industry, the Company’s and franchisees’ ability to attract and retain members, the Company’s and franchisees’ ability to identify and secure suitable sites for new franchise clubs, changes in consumer demand, changes in equipment costs, the Company’s ability to expand into new markets domestically and internationally, operating costs for the Company and franchisees generally, availability and cost of capital for franchisees, acquisition activity, developments and changes in laws and regulations, our substantial indebtedness and our ability to incur additional indebtedness or refinance that indebtedness in the future, our future financial performance and our ability to pay principal and interest on our indebtedness, our corporate structure and tax receivable agreements, failures, interruptions or security breaches of the Company’s information systems or technology, general economic conditions and the other factors described in the Company’s annual report on Form 10-K for the year ended December 31, 2025 and, once available, the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2026, as well as the Company’s other filings with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in forward-looking statements, investors should not place undue reliance on forward-looking statements, which reflect the Company’s views only as of the date of this press release. Except as required by law, neither the Company nor any of its affiliates or representatives undertake any obligation to provide additional information or to correct or update any information set forth in this release, whether as a result of new information, future developments or otherwise.

Planet Fitness, Inc. and subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

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

Franchise segment

134,467 115,180

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

Planet Fitness, Inc. and subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(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

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

Planet Fitness, Inc. and subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Three Months Ended March 31,

(in thousands) 2026 2025

Cash flows from operating activities:

Net income $ 51,796 $ 42,079

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 40,251 38,281

Equity-based compensation expense 2,981 2,631

Deferred tax expense 11,841 10,961

Amortization of deferred financing costs 1,536 1,314

Accretion of marketable securities discount (131) (488)

Losses from equity-method investments, net of tax 874 805

Dividends accrued on held-to-maturity investment (603) (561)

Credit loss on held-to-maturity investment 502 292

Gain on re-measurement of tax benefit arrangement liability — (84)

Gain on insurance proceeds — (1,461)

Other (697) (260)

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable 29,404 38,490

Inventory 2,811 4,172

Other assets and other current assets 1,603 868

Restricted assets - national advertising fund (15,380) (16,670)

Accounts payable and accrued expenses (12,337) (13,934)

Other liabilities and other current liabilities (724) (918)

Income taxes 6,661 4,967

Payments pursuant to tax benefit arrangements (10) —

Equipment deposits (2,751) 637

Deferred revenue 27,298 17,805

Leases 2,596 5,001

Net cash provided by operating activities 147,521 133,927

Cash flows from investing activities:

Additions to property and equipment (25,501) (23,055)

Insurance proceeds for property and equipment — 2,053

Payment of deferred consideration for acquired clubs — (1,479)

Purchases of marketable securities (36,395) (42,334)

Maturities of marketable securities 35,340 36,749

Issuance of promissory notes to related parties

(20,647) —

Other investing activities — (33)

Net cash used in investing activities (47,203) (28,099)

Cash flows from financing activities:

Repayment of long-term debt (4,563) (5,625)

Payment of deferred financing and other debt-related costs (141) —

Proceeds from issuance of Class A common stock 613 655

Repurchase and retirement of Class A common stock (51,105) (50,009)

Principal payments on capital lease obligations (45) (31)

Distributions paid to members of Pla-Fit Holdings (365) (349)

Net cash used in financing activities (55,606) (55,359)

Effects of exchange rate changes on cash and cash equivalents (172) 348

Net increase in cash, cash equivalents and restricted cash 44,540 50,817

Cash, cash equivalents and restricted cash, beginning of period 411,956 349,674

Cash, cash equivalents and restricted cash, end of period $ 456,496 $ 400,491

Supplemental cash flow information:

Cash paid for interest $ 21,485 $ 25,065

Net cash paid for income taxes $ 329 $ 289

Non-cash investing activities:

Non-cash additions to property and equipment included in accounts payable and accrued expenses $ 12,006 $ 10,645

Planet Fitness, Inc. and subsidiaries

Non-GAAP Financial Measures

(Unaudited)

To supplement its consolidated financial statements, which are prepared and presented in accordance with GAAP, the Company uses the following non-GAAP financial measures: Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted (collectively, the “non-GAAP financial measures”). The Company believes that these non-GAAP financial measures, when used in conjunction with GAAP financial measures, are useful to investors in evaluating our operating performance. These non-GAAP financial measures presented in this release are supplemental measures of the Company’s performance that are neither required by, nor presented in accordance with GAAP. These financial measures should not be considered in isolation or as substitutes for GAAP financial measures such as net income or any other performance measures derived in accordance with GAAP. In addition, in the future, the Company may incur expenses or charges such as those added back to calculate Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted. The Company’s presentation of Adjusted EBITDA, Adjusted net income, and Adjusted net income per share, diluted, should not be construed as an inference that the Company’s future results will be unaffected by unusual or nonrecurring items.

Adjusted EBITDA and Segment Adjusted EBITDA

We refer to Adjusted EBITDA as we use this measure to evaluate our operating performance and we believe this measure is useful to investors in evaluating our performance. We define Adjusted EBITDA as net income before interest, taxes, depreciation and amortization, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing performance of the Company’s core operations. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of other items that we believe reduce the comparability of our underlying core business performance from period to period and is therefore useful to our investors. Our Board of Directors uses Adjusted EBITDA as a key metric to assess the performance of management. Our Chief Operating Decision Maker also uses Segment Adjusted EBITDA, which is Adjusted EBITDA specific to each of our three reportable segments, to assess the financial performance of and allocate resources to our segments in accordance with ASC 280, Segment Reporting. Corporate overhead costs not directly attributable to any individual segment are not allocated to the three segments and are included in Corporate and Other Adjusted EBITDA within Adjusted EBITDA.

Planet Fitness, Inc. and subsidiaries

Non-GAAP Financial Measures

(Unaudited)

A reconciliation of net income, the most directly comparable GAAP measure, to Adjusted EBITDA is set forth below.

Three Months Ended March 31,

(in thousands) 2026 2025

Net income $ 51,796 $ 42,079

Interest income (5,662) (5,812)

Interest expense 32,967 26,197

Provision for income taxes 19,309 16,216

Depreciation and amortization 40,251 38,281

EBITDA 138,661 116,961

Severance costs(1)

— 597

Executive transition costs(2)

842 1,041

Loss on adjustment of allowance for credit losses on held-to-maturity investment 502 292

Dividend income on held-to-maturity investment (603) (561)

Insurance recovery(3)

— (1,636)

Tax benefit arrangement remeasurement(4)

— (84)

Amortization of basis difference of equity-method investments(5)

240 240

Other(6)

226 155

Adjusted EBITDA $ 139,868 $ 117,005

(1) Represents severance related expenses recorded in connection with a reduction in force during the three months ended March 31, 2025.

(2) Represents certain expenses recorded in connection with executive leadership transitions. During the three months ended March 31, 2026, amounts represent costs associated with the departure of the Chief Financial Officer and the search for a new Chief Financial Officer. During the three months ended March 31, 2025, amounts represent costs for stock-based compensation associated with certain equity awards granted to the Company’s Chief Executive Officer and retention payments for certain key employees through the Chief Executive Officer transition.

(3) Represents insurance recoveries, net of costs incurred.

(4) Represents a gain related to the adjustment of our tax benefit arrangements primarily due to changes in our deferred state tax rate.

(5) Represents the Company’s pro-rata portion of the basis difference related to intangible asset amortization expense in its equity method investees, which is included within losses from equity-method investments, net of tax on our condensed consolidated statements of operations.

(6) Represents certain other gains and charges that we do not believe reflect our underlying business performance.

A reconciliation of Segment Adjusted EBITDA to Adjusted EBITDA is set forth below.

Three Months Ended March 31,

(in thousands) 2026 2025

Adjusted EBITDA

Franchise segment $ 94,721 $ 84,865

Corporate-owned clubs segment

46,485 45,849

Equipment segment 19,467 7,442

Segment Adjusted EBITDA

160,673 138,156

Corporate and other Adjusted EBITDA(1)

(20,805) (21,151)

Adjusted EBITDA(2)

$ 139,868 $ 117,005

(1) Corporate and other Adjusted EBITDA includes adjusted corporate overhead costs, such as payroll and related benefit costs and professional services that are not directly attributable to any individual segment and thus are unallocated.

(2) Segment Adjusted EBITDA plus the Adjusted EBITDA of corporate and other is equal to Adjusted EBITDA. Adjusted EBITDA is a metric that is not presented in accordance with GAAP. Refer to “—Non-GAAP Financial Measures” for a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure.

Adjusted Net Income and Adjusted Net Income per Diluted Share

Our presentation of Adjusted net income assumes that all net income is attributable to Planet Fitness, Inc., which assumes the full exchange of all outstanding Holdings Units for shares of Class A common stock of Planet Fitness, Inc., adjusted for certain non-cash and other items that we do not believe directly reflect our core operations. Adjusted net income per share, diluted, is

Planet Fitness, Inc. and subsidiaries

Non-GAAP Financial Measures

(Unaudited)

calculated by dividing Adjusted net income by the total weighted-average shares of Class A common stock outstanding plus any dilutive options and restricted stock units as calculated in accordance with GAAP and assuming the full exchange of all outstanding Holdings Units and corresponding Class B common stock as of the beginning of each period presented. Adjusted net income and Adjusted net income per share, diluted, are supplemental measures of operating performance that do not represent and should not be considered alternatives to net income and earnings per share, as calculated in accordance with GAAP. We believe Adjusted net income and Adjusted net income per share, diluted, supplement GAAP measures and enable us to more effectively evaluate our performance period-over-period.

A reconciliation of net income, the most directly comparable GAAP measure, to Adjusted net income, and the computation of Adjusted net income per share, diluted, are set forth below.

Three Months Ended March 31,

(in thousands, except per share amounts) 2026 2025

Net income $ 51,796 $ 42,079

Provision for income taxes 19,309 16,216

Severance costs(1)

— 597

Executive transition costs(2)

842 1,041

Loss on adjustment of allowance for credit losses on held-to-maturity investment 502 292

Dividend income on held-to-maturity investment (603) (561)

Insurance recovery(3)

— (1,636)

Tax benefit arrangement remeasurement(4)

— (84)

Amortization of basis difference of equity-method investments(5)

240 240

Other(6)

226 155

Purchase accounting amortization(7)

8,020 9,178

Adjusted income before income taxes 80,332 67,517

Adjusted income taxes(8)

20,886 17,487

Adjusted net income $ 59,446 $ 50,030

Adjusted net income per share, diluted $ 0.74 $ 0.59

Adjusted weighted-average shares outstanding, diluted(9)

80,102 84,744

(1) Represents severance related expenses recorded in connection with a reduction in force during the three months ended March 31, 2025.

(3) Represents insurance recoveries, net of costs incurred.

(4) Represents a gain related to the adjustment of our tax benefit arrangements primarily due to changes in our deferred state tax rate.

(6) Represents certain other gains and charges that we do not believe reflect our underlying business performance.

(7) Represents the amount of actual non-cash amortization expense recorded, in accordance with GAAP, associated with intangible assets created in connection with historical acquisitions of franchisee-owned clubs.

(8) Represents corporate income taxes at an assumed effective tax rate of 26.0% and 25.9% for the three months ended March 31, 2026 and 2025, respectively, applied to adjusted income before income taxes.

(9) Assumes the full exchange of all outstanding Holdings Units and corresponding shares of Class B common stock for shares of Class A common stock of Planet Fitness, Inc.

Planet Fitness, Inc. and subsidiaries

Non-GAAP Financial Measures

(Unaudited)

A reconciliation of net income per share, diluted, to Adjusted net income per share, diluted is set forth below:

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

(1) Represents net income attributable to Planet Fitness, Inc. and the associated weighted average shares of Class A common stock outstanding.

(2) Represents net income attributable to non-controlling interests and the assumed exchange of all outstanding Holdings Units and corresponding shares of Class B common stock for shares of Class A common stock of Planet Fitness, Inc. as of the beginning of the period presented.

(3) Represents the total impact of all adjustments identified in the adjusted net income table above to arrive at adjusted income before income taxes.

(4) Represents corporate income taxes at an assumed effective tax rate of 26.0% and 25.9% for the three months ended March 31, 2026 and 2025, respectively, applied to adjusted income before income taxes.

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