PLNT 10-K & 10-Q changes, risk factors and insider trading

•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 healthhealth, fitness and fitnesswellness 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.

The high level of competition in the healthhealth, fitness and fitnesswellness industry could materially and adversely affect our business.

We compete with a fragmented group of participants in the followingglobal industryhealth, participantsfitness and wellness industry, including: other health and fitness clubs; physical fitness and recreational facilities established by non-profit organizations and businesses for their employees; private studios and other boutique fitness offerings; racquet, tennis, pickleball and other athletic clubs; amenity and condominium/apartment clubs; country clubs; community centers; online personal training and fitness coaching; deliveryproviders of digital fitness content and wearable devices; the home-use fitness equipment industry; local tanning salons; wellness centers; businesses offering similar or ancillary services; and other businesses that rely on consumer discretionary spending.spending in the health, fitness and wellness industry. We may not be able to compete effectively in the markets in which we operate. Competitors may attempt to copy our business model, or portions thereof, which could erode our market shareposition and brand recognition and impair our growth rate and profitability. Moreover, we expect the competition to intensify in the future as new and existing competitors introduce new or enhanced products and services that compete with members’ and prospective members’ time and resources. Competitors, including companies that are larger and have greater resources than us, may compete with us to attract members in our markets.members. Non-profit organizations in our markets may be able to obtain land and construct clubs at a lower cost and collect membership dues and fees without paying taxes, thereby allowing them to charge lower prices. Luxury fitness companies may attempt to enter our market by loweringreduce prices and create strong value propositions or creatingcreate lower price brand alternatives. Furthermore, due to the increased number of low-cost health and fitness club alternatives and digital fitness alternatives, we may face increased competition if we increase our price or if discretionary spending declines. This competition may limit our ability to attract and retain existing members and our ability to attract new members, which in each case could materially and adversely affect our results of operations and financial condition. Consumer demand for digital member management functionality and digital fitness offerings havehas been increasing, which has required us to effectively recruit the skills and talent structure needed to adequately compete in this space, in addition to investing incremental marketing and digital infrastructure funds to produce and deliver differentiated content.

Our success depends on our ability to anticipate and satisfy consumer preferences relating to health and fitness. Our business is and all of our services are subject to changing consumer preferences that cannot be predicted with certainty. Developments or shifts in research or public opinion on the types of health and fitness services we provide could negatively impact the business or consumers’ preferences for health and fitness services could shift rapidly to different types of health and fitness centers or at-home fitness options; and we may be unable to anticipate and respond to shifts in consumer preferences. It is also possible that competitors could introduce new products and services that negatively impact consumer preference for our business model, or that consumers could prefer health and fitness opportunities outside of the gym that do not align with our business model. The increased prevalence of weight loss medications couldmay negatively impact consumer demand for health and fitness centers.centers, particularly if consumers perceive such medications as a substitute for exercise-based fitness programs. Failure to predict and respond to changes in public opinion, public research and consumer preferences could adversely impact our business.

We are highly dependent on the services of our senior management team and other key employees at our CorporateClub Support CentersCenter and our corporate-owned clubs, and on our and our franchisees’ ability to recruit, retain and motivate their own key employees. Competition for such employees can be intense, and the inability to attract and retain the additional qualified employees required to expand our activities or the loss of current key employees could adversely affect our and our franchisees’ operating efficiency and financial condition.

•problems entering international markets with well establishedwell-established competitors and different cultural bases and consumer preferences;

Franchise agreements and franchisee relationships. Our franchisees develop and operate their clubs under terms set forth in our ADAs and franchise agreements, respectively. These agreements typically give rise to long-term relationships that involve a complex set of mutual obligations and mutual cooperation. We have a standard set of agreements that we typically use with our franchisees, but various franchisees have negotiated specific terms in these agreements. Furthermore, we may from time to time negotiate terms of our franchise agreements with individual franchisees or groups of franchisees (e.g., a franchisee association). We have also recently implemented our new franchise growth model which, among other things, provides for extended franchise agreement terms, up to 12 years, and provides more flexibility on the timing of re-equipment obligations. We seek to have positive relationships with our franchisees, based in part on our common understanding of our mutual rights and obligations under our agreements, to enable both the franchisees’ business and our business to be successful. However, we and our franchisees may not always maintain a positive relationship or always interpret our agreements in the same way. Our failure to have positive relationships with our franchisees could individually or in the aggregate cause us to change or limit our business practices, which may make our business model less attractive to our franchisees or our members and could result in costly litigation between us and our franchisees. Finally, we have the discretion to, and may change over time, the financial and other terms of our franchise agreements and ADAs offered to new franchisees and developers. In the past, we have sought to discuss and reach accord with our franchisee association over such changes, but there is no assurance that we will be successful in such efforts in the future. If we were unsuccessful, this may lead to discord with our franchisee association that could have a detrimental effect on the growth of our business.

We and our franchisees are responsible at the clubs we each operate for compliance with federal, state, international, provincial and local laws that regulate the relationship between clubs and their members. Many states and provinces have consumer protection regulations and laws, including laws to regulate, methods of cancellation and automatic renewals of contracts, that may limit the collection of membership dues or fees prior to opening, require certain disclosures of pricing information, mandate the maximum length of contracts and “cooling off” periods for members (after the purchase of a membership), set escrow and bond requirements for clubs, govern member rights in the event of a member relocation or disability, provide for specific member rights when a club closes or relocates, require us to offer specific mechanisms for membership cancellation, provide rights of rescission, impose periodic notice requirements, including for consent confirmation, automatic renewal reminder, options for cancellation, or limit automatic membership renewals. Similar to the state and provincial laws described above, the FTC’sFTC newpreviously proposed a Click to Cancel Rule, which is expected to go into effect in May 2025, imposesimposed certain disclosure, consent, cancellation, and no misrepresentation requirements relating to automatic renewal provisions included in certain memberships. While the FTC’s Click to Cancel Rule setswas voided by the floor,U.S. Court of Appeals for the Eighth Circuit in July 2025, the FTC continues to actively define new standards for automatic renewal provisions, has taken initial steps to propose a new rule on automatic renewal provisions and has recently prioritized enforcement actions against companies offering auto-renewing products and services. Additionally, we and our franchisees are subject to state and provincialfederal total price disclosure laws canwhich imposeregulate morethe stringentdisplay requirementsof pricing for services or products provided, as well as state merchant surcharge regulations which regulate disclosure rules for a merchants’ ability to pass on contractscredit withcard automaticprocessing renewals.fees to consumers. Our or our franchisees’ failure to comply fully with these laws, rules or requirements may subject us or our franchisees to fines, penalties, damages and civil liability, result in membership contracts being void or voidable, or otherwise harm our brand or reputation. In addition, states or provinces may update these laws and regulations. Any additional costs that may arise in the future as a result of changes to the legislation and regulations or in their interpretation could individually or in the aggregate cause us to change or limit our business practices, which may make our business model less attractive to our franchisees or our members.

We and our franchisees are subject to laws and regulations governing the collection, use, disclosure, security or other processing of personal information including in the U.S., E.U., Canada, Panama, Mexico, Australia and Spain, as well as self-governing standards promulgated by certain financial industry groups, such as the Payment Card Industry, Security Standards Council, the NACHA and the Canadian Payments Association. In the U.S. in particular, there are rules and regulations promulgated under the authority of the FTC, the CCPA, and various other federal and state data privacy and breach notification laws. In California, the CCPA was amended and expanded by the California Privacy Rights Act (the “CPRA”). The CCPA, as amended, broadly defines personal information, provides an expansive meaning to activity considered to be a sale or sharing of personal information, and gives California consumers expanded privacy rights and protections, including the right to opt out of the sale of personal information or the sharing of personal information for purposes of cross-context behavioral advertising. The CCPA also requires that businesses make disclosures to California consumers about their collection and use practices and restricts a business’s ability to use, disclose or retain personal information, in some cases. The CCPA also provides for civil penalties for violations and a private right of action for certain data breaches. The CPRA has further established a new enforcement agency in California dedicated to consumer privacy. Additionally, comprehensive privacy laws akin to the CCPA have recently gone into effect in 12many other states, and several other states have passed similar laws that will go into effect in the next twofew years. It is quite possible that other U.S. states, Federal agencies, or the U.S. Congress will follow suit. New data privacy laws have been proposed in more than half of the states in the United States and in the U.S. Congress, reflecting a trend toward more stringent privacy legislation in the United States. The data privacy laws under consideration by federal and state legislators also include sector-specific laws. The My Health My Data Act, which recently became effective in Washington, contains new notice and consent requirements for the processing of “consumer health data” with the potential for large penalties enforceable through private lawsuits. The FTC and other authorities are likewise imposing standards for the collection, use, dissemination and security of personal information under consumer protection laws. Additionally, in the United States, laws in all 50 states require businesses to provide notice to individuals whose personally identifiable information has been disclosed as a result of a data breach. The laws are not consistent, and compliance in the event of a widespread data breach is costly. In addition, laws, regulations, and standards covering marketing and advertising activities conducted by telephone, email, mobile devices and the internet are applicable to our business, including the Telephone Consumer Protection Act (the “TCPA”) and the Controlling the Assault of Non‑Solicited Pornography and Marketing Act (“CAN-SPAM Act”). The TCPA places certain restrictions on making certain outbound calls, faxes, and text messages to consumers. The CAN-SPAM Act imposes penalties for the transmission of commercial emails that do not comply with certain requirements, such as providing an opt-out mechanism for stopping future emails from the sender. Further, state and federal auto-renewal laws continue to evolve, which may require us to make changes to our processes in order to comply with such laws. Compliance with evolving privacy and security laws, requirements and regulations may result in cost increases due to necessary systems changes, new limitations or constraints on our business models and the development of new administrative processes. They also may impose further restrictions on our or our franchisees’ handling of personally identifiable information that is housed in one or more of our, or our franchisees’ databases, or those of their third-party service providers. Non-compliance with privacy laws or industry group requirements or a security breach or perceived non-compliance or breach involving the misappropriation, loss or other unauthorized disclosure of personal, sensitive or confidential information, whether by us, a franchisee or vendor, could have adverse effects on our and our franchisees’ business, operations, brand, reputation and financial condition, including decreased revenue, material fines and penalties, litigation, increased financial processing fees, compensatory, statutory, punitive or other damages, adverse actions against their licenses to do business and injunctive relief by court or consent order. Despite our efforts, the handling of personally identifiable information may not be in compliance with applicable law, or this information could be acquired, disclosed or lost due to a hacking event or unauthorized access to our or our franchisees’ information systems, or through publication or improper disclosure, any of which could result in fines, legal claims, or proceedings, including regulatory investigations and actions, or liability for failure to comply with privacy and information security laws, which could disrupt our operations, damage our reputation, and expose us to claims from impacted individuals, any of which could have a material adverse effect on our business, financial condition, and results of operations. We maintain and require our franchisees to maintain cyber risk insurance, but in the event of a significant data security breach, this insurance may not cover all of the losses.

All but one of our corporate-owned clubs are located on leased premises. The leases for corporate-owned clubs generally have an initial termsterm of 10 to 12 years and typically provideinclude forone twoor more renewal options inthat five-yearcan incrementsgenerally extend the lease term from three to 10 years or more, as well as for rent escalations. Moreover, although historically we have generally not guaranteed franchisees’ lease agreements, we have done so in a few certain instances and may do so from time to time.

Our clubs require significant upfront and ongoing investment, including periodic remodeling and equipment replacement. We recently implemented our franchise growth model which, among other things, extends franchise agreement terms up to 12 years and provides more flexibility on the timing for re-equipment obligations. We and our franchisees have experienced, and may in the future experience, increased costs due to inflation and supply chain disruptions brought on by COVID-19 or future public health emergencies, threatened or imposed trade controls or tariffs, geopolitical instability, adverse weather conditions, including due to climate change, and other factors. Additionally, certain of our vendors operate manufacturing facilities in countries, such as Canada, China, Mexico and Germany, that have in the past and may in the future be subject to tariffs imposed by the U.S. government. While some of these vendors have taken proactive measures, such as moving their manufacturing facilities out of countries subject to such tariffs, to reduce the applicability or impact of such tariffs, the imposition of future tariffs or the increase in existing tariffs could result in these vendors increasing their prices, resulting in increased costs for us and our franchisees. Despite the changes under our franchise growth model, our franchisees may not realize the benefits of such flexibility if costs continue to rise. If our franchisees’ costs are greater than expected, franchisees may need to outperform their operational plan to achieve their targeted return. In addition, increased costs may result in lower profits to the franchisees, which may cause them to terminate their franchise agreement or make it harder for us to attract new franchisees, which in turn could materially and adversely affect our business, results of operations and financial condition.

In light of the increased public interest and technological advancements in artificial intelligence and other similar technologies, our failure to efficiently incorporate such technologies into our business may result in the deterioration of our financial performance. To the extent we pursue or utilize artificial intelligence technologies (either directly or through our franchisees or third-party information technology vendors or service providers), the incorporation of such technologies into our business may require substantial resources to be expended, may divert the attention of management, and/or may prove to be unsuccessful or even harmful to our business, including by producing inaccurate data or information, by relying on algorithms or training data that may be flawed, biased, or insufficient, by producing intellectual property that is not capable of being owned, enforced, or protected, and/or by increasing the risk that we become subject to claims that we violate third-party intellectual property rights, rights of publicity, or data rights, or consumer class action and other consumer claims. There has also been increased scrutiny from regulators and other bodies regarding the use of data in connection with artificial intelligence and similar technologies, including around the use of personal data in a manner that may involve identifying, tracking, or marketing to individuals. The legal regimes and enforcement actions associated with artificial intelligence continue to change rapidly and may not be predictable. Additionally, if we or our franchisees or third-party information technology vendors or services providers adopt such technologies for use in connection with our business, several factors, including the public perception of adopting such technologies, any failure to appropriately govern their use, or if such technologies are used in a manner that is unethical, insecure, biased, or otherwise inappropriate—whether justified or not— in each case, could harm our reputation, increase scrutiny from or actions by regulators, consumer groups or other third parties, increase the scope of regulation or government restrictions applicable to us, involve us or our franchisees in litigation, or otherwise have a material adverse impact on our business or financial position.

Substantially all of the assets of certain of our subsidiaries are security under the terms of securitization transactions that were completed on August 1, 2018, December 3, 2019, February 10, 2022 and2022, June 12, 2024.2024 and December 15, 2025.

On August 1, 2018, Planet Fitness Master Issuer LLC (the “Master Issuer”), our limited-purpose, bankruptcy-remote, indirect subsidiary, entered into a base indenture (the “Original Base Indenture”) and a related supplemental indenture (collectively, the “2018 Indenture”) under which the Master Issuer issued $575 million in aggregate principal amount of Series 2018-1 4.262% Fixed Rate Senior Secured Notes, Class A-2-I (the “2018 Class A-2-I Notes”) and $625 million in aggregate principal amount of Series 2018-1 4.666% Fixed Rate Senior Secured Notes, Class A-2-II (the “2018 Class A-2-II Notes” and together with the 2018 Class A-2-I Notes, the “2018 Notes”) in an offering exempt from registration under the Securities Act of 1933, as amended. In connection with the issuance of the 2018 Notes, the Master Issuer also entered into a revolving financing facility that allows for the issuance of up to $75 million in Series 2018-1 Variable Funding Senior Notes, Class A-1 (the “2018 Variable Funding Notes”), and certain letters of credit (the “Letters of Credit”). On December 3, 2019, the Master Issuer issued $550 million Series 2019-1 3.858% Fixed Rate Senior Secured Notes, Class A-2 (the “2019 Notes”) in an offering exempt from registration under the Securities Act of 1933, as amended. The 2019 Notes were issued under the 2018 Indenture and a related supplemental indenture dated December 3, 2019 (together, the “2019 Indenture”).

The Master Issuer entered into an amended and restated base indenture (replacing the Original Base Indenture) and a related supplemental indenture (collectively, the “2022 Indenture”) on February 10, 2022, under which the Master Issuer issued $425 million Series 2022-1 3.251% Fixed Rate Senior Secured Notes, Class A-2-I (the “2022 Class A-2-I Notes”) and $475 million Series 2022-1 4.008% Fixed Rate Senior Secured Notes, Class A-2-II (the “2022 Class A-2-II Notes,” and together with the 2022 Class A-2-I Notes, the “2022 Notes”, and together with the Securitized Senior Notes and the 2022 Variable Funding Notes (as defined below) then outstanding, the “2022 Notes”). In connection with such Series 2022-1 Issuance,Issuance (as defined below), the Master Issuer repaid the outstanding principal amount (and all accrued and unpaid interest thereon) of the 2018 Class A-2-I Notes, and the Master Issuer also entered into a new revolving financing facility that allows for the issuance of up to $75 million in Series 2022-1 Variable Funding Senior Notes, Class A-1 (the “2022 Variable Funding Notes”, and such Class A-1 note facilities in effect from time to time, the “Variable Funding Notes”) and certain Letters of Credit,Credit (the issuance of such notes, the “Series 2022-1 Issuance”), which were undrawn as of December 31, 2024.2025.

On June 12, 2024, the Master Issuer completed a prepayment in full of its 2018 Class A-2-II Notes and an issuance of Series 2024-1 5.765% Fixed Rate Senior Secured Notes, Class A-2-I with an initial principal amount of $425 million and an anticipated repayment term of five years and Series 2024-1 6.237% Fixed Rate Senior Secured Notes, Class A-2-II with an initial principal amount of $375 million and an anticipated repayment term of 10 years (together, the “2024 Notes”) in an offering exempt from registration under the Securities Act of 1933, as amended. The 2024 Notes were issued under the 2018 Indenture and a related supplemental indenture dated June 12, 2024 (togetherthe with“2024 Indenture” and the 2019issuance Indentureof andsuch 2022 Indenture,notes, the “IndentureSeries 2024-1 Issuance”).

The 2018 Notes, 2019 Notes, 2022 Notes, 2024 Notes, the 2025 Notes, the 2022 Variable Funding Notes and the 20222025 Variable Funding Notes are referred to collectively as the “Securitized Senior Notes.”

The outstanding Securitized Senior Notes are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the Master Issuer maintains specified reserve accounts to be used to make required payments in respect of the Securitized Senior Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the 2019 Notes, 2022 Notes, 2024 Notes and 20242025 Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the transfers of the assets pledged as collateral for the Securitized Senior Notes are in stated ways defective or ineffective and (iv) covenants relating to recordkeeping, access to information and similar matters. The outstanding Securitized Senior Notes are also subject to customary rapid amortization events provided for in the Indenture, including events tied to failure to maintain a stated debt service coverage ratio, the sum of system-wide sales being below certain levels on certain measurement dates, certain manager termination events (including in certain cases a change of control of Planet Fitness Holdings, LLC), an event of default and the failure to repay or refinance the Securitized Senior Notes on the applicable anticipated repayment date. The outstanding Securitized Senior Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal or other amounts due on or with respect to the outstanding Securitized Senior Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective and certain judgments.

Under the Indenture, Master Issuer had approximately $2.2$2.5 billion of outstanding debt as of December 31, 2024.2025. Additionally, the Master Issuer has the ability to borrow amounts from time to time on a revolving basis, up to an aggregate principal amount of $75 million pursuant to the 2022 Variable Funding Notes and up to an aggregate principal amount of $75 million pursuant to the 2025 Variable Funding Notes. The Company had no amounts outstanding on the 2022 Variable Funding Notes or 2025 Variable Funding Notes as of December 31, 2024.2025.

•subjecting us to the risk of increased sensitivity to interest rate increases on indebtedness with respect to the Variable Funding Notes or the refinancing of the outstanding Securitized Senior Notes or the 2022 Variable Funding Notes; and

•the ability of our board of directors to issue new series of, and designate the terms of, preferred stock, without stockholder approval, which could be used to, among other things, institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our board of directors; and

•limitations on the ability of stockholders to call special meetings and to take action by written consent; andconsent.

Since our IPO through December 31, 2024,2025, the price of our Class A common stock, as reported by the NYSE, has ranged from a low of $13.23 on February 11, 2016 to a high of $102.01$113.55 on DecemberJuly 11,22, 2024.2025. In addition, in recent years the stock market in general has been highly volatile. As a result, the market price and trading volume of our Class A common stock is likely to be similarly volatile, and investors in our Class A common stock may experience a decrease, which could be substantial, in the value of their stock, including decreases unrelated to our results of operations or prospects, and could lose part or all of their investment. The price of our Class A common stock has in the past, and in the future could be subject to wide fluctuations in response to a number of factors, including those described elsewhere in this report and others such as:

On JuneDecember 13,15, 2024,2025, our board of directors approved a share repurchase program of up to $500.0 million (the “20242025 shareShare repurchaseRepurchase programProgram”) to replace the 20222024 share repurchase program of up to $500 million approved by our board of directors on June 13, 2024 (the “2024 Share Repurchase Program”), contingent upon the completion of a $280.0$350.0 million accelerated share repurchase agreement entered into on June 12, 2024 (the “2025 ASR Agreement”). The 20242025 shareShare repurchaseRepurchase programProgram became effective on SeptemberJanuary 16,12, 20242026 upon the completion of the 2025 ASR Agreement. As of December 31, 2024,2025, there iswere $500.0 millionno remaining funds under the 2024 shareShare repurchaseRepurchase program.Program following the effectiveness of the 2025 Share Repurchase Program. Repurchases may be made in the open market, in privately negotiated transactions or by other means, from time to time, subject to market conditions, applicable legal requirements and other factors. Although this repurchase program has been approved, there is no obligation for the Company to repurchase any specific dollar amount of stock. The repurchase program could affect the price of our stock and increase volatility. Price volatility may cause the average price at which the Company repurchases its stock in a given period to exceed the stock’s price at a given point in time. There can be no assurance that we will buy shares of our common stock or the timeframe for repurchases under our stock buyback program or that any repurchases will have a positive impact on our stock price or earnings per share. Important factors that could cause us to discontinue or decrease our share repurchases include, among others, unfavorable market conditions, the market price of our common stock, the nature of other investment or strategic opportunities presented to us from time to time, our ability to make appropriate, timely, and beneficial decisions as to when, how, and whether to purchase shares under the stock buyback program, and the availability of funds necessary to continue purchasing stock.

We are one of the largest and fastest-growing franchisors and operators of fitness centers in the world by number of members and locations, with a highly recognized national brand. Our mission is to enhance people’s lives and democratize fitness by providing a high-quality fitness experience in a welcoming, non-intimidating environment, which we call the Judgement Free Zone, where anyone—and we mean anyone—can feel they belong.Zone. Our bright, clean clubs are typically 20,000 square feet, with a large selection of high-quality, purple and yellowhigh-quality Planet Fitness-branded cardio, circuit- and strengthstrength-training equipment and friendly staff trainers who offer unlimited free fitness instruction to all our members in small groups through our PE@PF program.groups. We offer this differentiated fitness experience starting at only $15 per month to new members for our standard Classic Card membership. This exceptionalattractive value proposition is designed to appeal to a broad population, inclusive of all fitness levels from beginners to athletes. We and our franchisees fiercely protect Planet Fitness’ community atmosphere—a place where you do not need to be fit before joining and where progress toward achieving your fitness goals (big or small) is supported and applauded by our staff and fellow members.

As of December 31, 2024,2025, we had approximately 19.720.8 million members and 2,7222,896 clubs in all 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico, Australia and Spain. Of our 2,7222,896 clubs, 2,4452,604 were franchisedfranchisee-owned and 277292 were corporate-owned.

•Franchise segment revenue: Franchise segment revenue relates to services we provide to support our franchisees and includes royalties, contributions to our NAFs (“NAF revenue”), franchise fees, upfront fees from ADAs, transfer fees, equipment placement revenue, membership join fees and other fees associated with our franchisee-owned clubs. Franchise segment revenue generally does not include the sale of tangible products by us to our franchisees. OurThis franchisesource segmentof revenue comprised 35.8%35.4% and 36.2%35.8% of our total revenue for the years ended December 31, 20242025 and 2023,2024, respectively.

•Corporate-owned club segment revenue: Includes monthly membership dues, enrollment fees, annual fees, and other fees paid by our membersmembers, as well asand retail sales. This source of revenue comprised 42.5%41.2% and 41.9%42.5% of our total revenue for the years ended December 31, 20242025 and 2023,2024, respectively. As of December 31, 2024,2025, approximately 93%92% of members at our corporate clubs paid their monthly dues by EFT.

•Selling, general and administrative expenses: Consists of costs primarily associated with administrative, corporate-owned club and franchisee support functions related to our existing business as well as growth and development activities, including certain costs to support equipment placement and assembly services. These costs primarily consist of payroll, information technology, marketing, legal, accounting, strategy and insurance related expenses.

On June 12, 2024, the Company completed the Series 2024-1 Issuance pursuant to which the Master Issuer issued the 2024 Notes in an aggregate outstanding principal amount of $800 million. In connection with such Series 2024-1 Issuance, the Master Issuer repaid the outstanding principal amount (and all accrued and unpaid interest thereon) of the 2018 Class A-2-II Notes. See Note 10 to the consolidated financial statements.

During 2024,2025, the Company repurchased and retired 4,072,773 shares of Class A common stock for a total cost of $300.0$500.0 million.million, consisting of 1,502,411 shares through open market transactions for $150.0 million and 2,548,234 initial shares representing 80% of a $350.0 million accelerated share repurchase agreement. See “—Share Repurchase Program” below for more information.

Our results are subject to seasonality fluctuations in that member joins are typically higher in January as compared to other months of the year. In addition, our quarterly results may fluctuate significantly because of several factors, including the timing of club openings, timing of price increases for enrollment fees andof monthly membership dues and general economic conditions.

Segment Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, and amortization, adjusted for the impact of certain non-cash and other items that the Chief Operating Decision Maker (“CODM”) does not consider in her evaluation of ongoing performance of the segment’s core operations. For additional information, see Note 19 to the consolidated financial statements.

We review the total amount of dues we bill to our members on a monthly basis, which allows us to assess changes in the performance of our corporate-owned and franchisee-owned clubs from period to period, any competitive pressures, local or regional membership traffic patterns and general market conditions that might impact our club performance. System-wide sales is an operating measure that includes monthly membership dues and annual fee billings by franchisees that are not revenue realized by the Company in accordance with GAAP, as well as monthly membership dues and annual fee billings by the Company’s corporate-owned clubs. While the Company does not record sales by franchisees as revenue, and such sales are not included in the Company’s consolidated financial statements, the Company believes that this operating measure aids in understanding how the Company derives its royalty revenue and is important in evaluating its performance. We typically bill monthly dues on or around the 17th of every month and bill annual fees once per year to each member based upon when the member signed their membership agreement. System-wide sales were $4.8$5.3 billion and $4.5$4.8 billion during the years ended December 31, 20242025 and 2023,2024, respectively.

The number of new club openings reflects clubs opened during a particular reporting period for both corporate-owned and franchisee-owned clubs. Opening new clubs is an important part of our growth strategy and we expect the majority of our future new clubs will be franchisee-owned. Before we obtain the certificate of occupancy or report any revenue for new corporate-owned clubs, we incur pre-opening costs, such as rent expense, labor expense and other operating expenses. Our clubs open with an initial start-up period requirement of higher than normalhigher-than-normal marketing spend and operating expenses may also be higher, particularly as a percentage of monthly revenue. New clubs may not be profitable and their revenue may not follow historical patterns. The following table shows the growth in our corporate-owned and franchisee-owned club base:

Clubs acquired from or sold to franchisees are removed from the franchisee-owned or corporate-owned same club sales base, as applicable, upon the ownership change and for the 12 months following the date of the ownership change. These clubs are included in the corporate-owned or franchisee-owned same club sales base, as applicable, followingbeginning with the twelfth13th month after the acquisition or sale. These clubs remain in the system-wide same club sales base in all periods. The following table shows our same club sales:

The average royalty fee percentage represents royalties collected by us from our franchisees as a percentage of the monthly membership dues and annual fees that are billed by the franchisees to their member base. We have varying royalty fee structures with our franchisee base, ranging from a tiered monthly fee to a royalty of 7.0% of total monthly dues and annual membership fees across our franchisee base. Our royalty fee in the U.S. and Canada has increased over time to a current rate of 7.0% and 6.59%, respectively, for new franchisees. Our average royalty rate was 6.7% and 6.6% as of December 31, 2025 and 2024, respectively.

Our PF Black Card penetration percentage represents the number of our recurring billing members that have opted to enroll in our PF Black Card membership program as a percentage of our total recurring billing membership base. PF Black Card members pay higher monthly membership dues than our standard Classic Card membership and receive additional benefits for these additional fees. These benefits include access to all of our clubs system-wide, guest privileges and access to exclusive areas in our clubs that provide amenities such as water massage beds,beds and chairs, massage chairs, tanning equipment and more. We view PF Black Card penetration percentage as a critical metric in assessing the performance and growth of our business. Our PF Black Card penetration percentage was 66.5% and 63.9% as of December 31, 2025 and 2024, respectively.

(21) Represents severance related expenses recorded in connection with a reduction in force in 2024 and the elimination of the President and Chief Operating Officer position in 2023.force.

(32) Represents certain expenses recorded in connection with the departure of the former Chief Executive Officer, including costs associated with the search for, and stock-based compensation associated with certain equity awards granted toto, the Company’s new Chief Executive Officer and retention payments for certain key employees through the Chief Executive Officer transition.

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

(21) Represents severance related expenses recorded in connection with a reduction in force in 2024 and the elimination of the President and Chief Operating Officer position in 2023.force.

(32) Represents certain expenses recorded in connection with the departure of the former Chief Executive Officer, including costs associated with the search for, and stock-based compensation associated with certain equity awards granted toto, the Company’s new Chief Executive Officer and retention payments for certain key employees through the Chief Executive Officer transition.

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

(910) Includes $10.6 million and $12.4 million of amortization of intangible assets, other than favorable leases, for the yearsyear ended December 31, 2024 andof 2023,amortization respectively,for intangible assets recorded in connection with the 2012 Acquisition, other than favorable leases. During the fourth quarter of 2024, the intangible assets recorded in connection with the 2012 Acquisition became fully amortized. Also includes $36.7 million and $38.6 million and $39.1 million of amortization of intangible assets for the years ended December 31, 20242025 and 2023,2024, respectively, of amortization for intangible assets created in connection with historical acquisitions of franchisee-owned clubs. The adjustment represents the amount of actual non-cash amortization expense recorded, in accordance with GAAP, in each period.

(1011) Represents corporate income taxes at an assumed effective tax rate of 26.0% and 25.9% for both the years ended December 31, 20242025 and 2023,2024, respectively, applied to adjusted income before income taxes.

(2) AssumesRepresents net income attributable to non-controlling interests and the fullassumed 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. Also assumes the addition of net income attributable to non-controlling interests corresponding with the assumed exchange of Holdings Units and shares of Class B common stock for shares of Class A common stock.

(4) Represents corporate income taxes at an assumed effective tax rate of 26.0% and 25.9% for both the years ended December 31, 20242025 and 2023,2024, respectively, applied to adjusted income before income taxes.

Total revenues were $1,181.7$1.3 millionbillion in the year ended December 31, 2025, compared to $1.2 billion in the year ended December 31, 2024, compared to $1,071.3 million in the year ended December 31, 2023, an increase of $110.3$142.5 million, or 10.3%.12.1%.

Franchise revenue was $344.3 million in the year ended December 31, 2024, compared to $317.9 million in the year ended December 31, 2023, an increase of $26.4 million, or 8.3%. Included in franchise revenue is royalty revenue of $286.3 million, franchise and other fees of $34.8 million and placement revenue of $20.9 million for the year ended December 31, 2024, compared to royalty revenue of $260.7 million, franchise and other fees of $33.6 million and placement revenue of $19.8 million for the year ended December 31, 2023. Of the $25.5$28.4 million increase in royalty revenue, $13.9$16.7 million was attributable to a franchise same club sales increase of 5.2%,6.8%, $6.2$7.1 million was attributable to new clubs opened since January 1, 20232024 before they movemoving into the same club sales base and $5.4$4.6 million was from higher royalties on annual fees. The $1.2$7.8 million increase in franchise and other fees was primarily attributable to anhigher increasejoin infees, commission income and PF Perks revenue and the $1.1$2.1 million increase in placement revenue was primarily drivenattributable byto higher replacement equipment placements. Also impacting franchise revenue was a $1.4$1.6 million decrease in revenue associated with the sale of HVAC units to franchisees.

Revenue from our corporate-ownedCorporate-owned clubs segment revenue was $546.1 million in the year ended December 31, 2025, compared to $502.3 million in the year ended December 31, 2024, compared to $449.3 million in the year ended December 31, 2023, an increase of $53.0$43.8 million, or 11.8%.8.7%. This increase was primarily attributable to $41.7$28.1 million of higher revenue from the corporate-owned clubs in the same club sales base, of which $23.6$21.1 million was attributable to a same clubs sales increase of 4.5%,6.0%, $8.7$3.6 million was attributable to higher other fees and $3.4 million was attributable to higher annual fee revenue and $9.4 million was attributable to other fees.revenue. Additionally, $11.3$15.7 million was from new clubs opened and acquired since January 1, 20232024 before they movemoving into the same club sales base.

Equipment segment revenue was $310.1 million in the year ended December 31, 2025, compared to $256.1 million in the year ended December 31, 2024, compared to $234.1 million in the year ended December 31, 2023, an increase of $22.0$54.0 million, or 9.4%.21.1%. This increase was primarily attributable to $47.4 million of higher revenue from equipment sales to existing franchisee-owned clubs ofand $28.3$6.6 million, which included additional strength equipment sold in the fourth quartermillion of 2024, partially offset by lowerhigher revenue from equipment sales to new franchisee-owned clubs of $6.3 million. In the year ended December 31, 2024, we had equipment sales to 124 new franchisee-owned clubs compared to 135 in the prior year.clubs.

Cost of revenue, which primarily relates to our equipment segment, was $230.3 million in the year ended December 31, 2025, compared to $197.1 million in the year ended December 31, 2024, compared to $190.0 million in the year ended December 31, 2023, an increase of $7.1$33.2 million, or 3.7%.16.8%. This increase was primarily attributable to higher equipment sales to existing and new franchisee-owned clubs, including costs associated with the additional strength equipment sold in the fourth quarter of 2024, as described above.

Selling, general and administrative expense was $137.6 million in the year ended December 31, 2025, compared to $129.1 million in the year ended December 31, 2024, compared to $124.9 million in the year ended December 31, 2023, an increase of $4.2$8.5 million, or 3.4%.6.6%. This increase was primarily attributable to higher$9.6 consulting costs as a resultmillion of increased investments in our strategic imperatives to accelerate growth and higher payroll costs and $3.4 million of higher costs primarily related expenses relating to ourprofessional CEOand transition,consulting fees and travel expenses partially offset by $4.8 million of lower marketing expenses.

National advertising fund expense was $87.6 million in the year ended December 31, 2025, compared to $79.0 million in the year ended December 31, 2024, compared to $70.1 million in the year ended December 31, 2023, an increase of $8.9$8.6 million, or 12.7%.10.8%. This increase was primarily a result of higher advertising and marketing expenditures dueattributable to higher national advertising revenuerevenue, as described above.

Depreciation and amortization expense was $155.8 million in the year ended December 31, 2025, compared to $160.3 million in the year ended December 31, 2024, compareda to $149.4 million in the year ended December 31, 2023, an increasedecrease of $10.9$4.6 million, or 7.3%.2.8%. This increasedecrease was primarily attributable to a decrease in amortization expense as a result of certain intangible assets becoming fully amortized during the fourth quarter of 2024, partially offset by an increase in depreciation expense primarily from new clubs opened and acquired since January 1, 2023.2024.

Other losses,(gain) loss, net

Other losses,(gain) loss, net was $1.3a $0.4 million gain in the year ended December 31, 2024,2025, compared to $10.4a $1.3 million loss in the year ended December 31, 2023.2024. The decrease was primarily attributable to a $6.4 million gain on the resultsale of corporate-owned clubs and a legal$1.6 reservemillion recordedgain on insurance proceeds, both in the2025, priorpartially yearoffset periodby anda the$4.4 Company’smillion of higher allowance for expected credit losses on itsthe Company’s held-to-maturity debt security.security, a $1.3 million charge on the closure of its Florida Corporate Support Center located in Orlando, Florida in 2025, and $0.6 million of lower gain on the sale of property and equipment.

Interest expense was $108.2 million in the year ended December 31, 2025, compared to $100.0 million in the year ended December 31, 2024, compared to $86.6 million in the year ended December 31, 2023, an increase of $13.5$8.2 million, or 15.5%.8.2%. This increase was primarily fromattributable to a higher principal balance and blended interest expenserate on our indebtedness related to the issuance of the 2024Company’s Notesfixed rate senior secured notes in June 2024 and the write-off of deferred financing costs associated with the prepayment of the 2018 Notes.2024.

Other (expense) income,expense, net

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited interim condensed consolidated financial statements as of and for the three and six months ended MarchJune 31,30, 2026 and the related notes included in this Quarterly Report on Form 10-Q and our audited consolidated financial statements as of and for the year ended December 31, 2025 and the related notes contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2026. Unless the context requires otherwise, references in this report to the “Company,” “we,” “us” and “our” refer to Planet Fitness, Inc. and its consolidated subsidiaries.

We are one of the largest and fastest-growing franchisors and operators of fitness centers in the world by number of members and locations, with a highly recognized national brand. Our 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. Our bright, clean clubs are typically 20,000 square feet, with a large selection of high-quality Planet Fitness-branded cardio, circuit- and strength- trainingstrength-training equipment and friendly staff trainers who offer unlimited free fitness instruction to all our members in small groups. We offer this differentiated fitness experience starting at only $15 per month to new members for our standard Classic Card membership. This attractive value proposition is designed to appeal to a broad population, inclusive of all fitness levels from beginners to athletes. We and our franchisees fiercely protect Planet Fitness’ community atmosphere—a place where you do not need to be fit before joining and where progress toward achieving your fitness goals (big or small) is supported and applauded by our staff and fellow members.

As of MarchJune 31,30, 2026, we had approximately 21.5 million members and 2,9092,930 clubs in all 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico, Australia and Spain. Of our 2,9092,930 clubs, 2,6172,636 are franchised and 292294 are corporate-owned.

As of MarchJune 31,30, 2026, we had contractual commitments to open approximately 750800 new clubs.

We operate and manage our business in three business segments: Franchise, Corporate-owned clubs and Equipment. Our Franchise segment includes operations related to our franchising business in the United States, Puerto Rico, Canada, Panama, Mexico and Australia, as well as revenues and expenses of our National Advertising Fund (“NAF”) and Canadian Advertising Fund (“CAF,” and together with the nationalNAF, advertisingthe funds (“NAFs”). Our Corporate-owned clubs segment includes operations with respect to all corporate-owned clubs throughout the U.S., Canada, and Spain. The Equipment segment includes the sale of equipment to franchisee-owned clubs in the U.S., CanadaCanada, Mexico, and Mexico.Australia.

Clubs acquired from or sold to franchisees are removed from the franchisee-owned or corporate-owned same club sales base, as applicable, upon the ownership change and for the 12 months following the date of the ownership change. These clubs are included in the corporate-owned or franchisee-owned same club sales base, as applicable, beginning within the 13th month after the acquisition or sale. These clubs remain in the system-wide same club sales base in all periods. The following table shows our same club sales:

We review the total amount of dues we bill to our members on a monthly basis, which allows us to assess changes in the performance of our corporate-owned and franchisee-owned clubs from period to period, any competitive pressures, local or regional membership traffic patternspatterns, and general market conditions that might impact our club performance. System-wide sales is an operating measure that includes monthly membership dues and annual fee billings by franchisees that are not revenue realized by the Company in accordance with GAAP, as well as monthly membership dues and annual fee billings by the Company’s corporate-owned clubs. While the Company does not record sales by franchisees as revenue, and such sales are not included in the Company’s consolidated financial statements, the Company believes that this operating measure aids in understanding how the Company derives its royalty revenue and is important in evaluating its performance. We typically bill monthly dues on or around the 17th of every month and bill annual fees once per year to each member based upon when the member signed their membership agreement. System-wide sales were $1.4 billion andduring $1.3each billion duringof the three months ended MarchJune 31,30, 2026 and 2025, and $2.8 billion and $2.7 billion for the six months ended June 30, 2026 and 2025, respectively.

(1) Represents severance related expenses recorded in connection with a reduction in force during the three and six months ended MarchJune 31,30, 2025.

(2) Represents certain expenses recorded in connection with executive leadership transitions. During the three and six months ended MarchJune 31,30, 2026, amounts represent costs associated with the departure of the Company’s former Chief Financial Officer and costs associated with the search for aand equity-based compensation associated with certain equity awards granted to the Company’s new Chief Financial Officer and Chief Executive Officer. During the three and six months ended MarchJune 31,30, 2025, amounts represent stock-basedcosts for equity-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.

(1) Represents severance related expenses recorded in connection with a reduction in force during the three and six months ended MarchJune 31,30, 2025.

(2) Represents certain expenses recorded in connection with executive leadership transitions. During the three and six months ended MarchJune 31,30, 2026, amounts represent costs associated with the departure of the Company’s former Chief Financial Officer and costs associated with the search for aand equity-based compensation associated with certain equity awards granted to the Company’s new Chief Financial Officer and Chief Executive Officer. During the three and six months ended MarchJune 31,30, 2025, amounts represent stock-basedcosts for equity-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.

(810) Represents corporate income taxes at an assumed effective tax rate of 26.0% for each of the three and six months ended June 30, 2026 and 25.9% for each of the three and six months ended MarchJune 31, 2026 and30, 2025, respectively, applied to adjusted income before income taxes.

(4) Represents corporate income taxes at an assumed effective tax rate of 26.0% for each of the three and six months ended June 30, 2026 and 25.9% for each of the three and six months ended MarchJune 31, 2026 and30, 2025, respectively, applied to adjusted income before income taxes.

Total revenue was $337.2$365.2 million for the three months ended MarchJune 31,30, 2026, compared to $276.7$340.9 million for the three months ended MarchJune 31,30, 2025, an increase of $60.6$24.3 million, or 21.9%.7.1%.

Franchise segment revenue was $134.5$135.8 million for the three months ended MarchJune 31,30, 2026, compared to $115.2$119.7 million for the three months ended MarchJune 31,30, 2025, an increase of $19.3$16.1 million, or 16.7%.13.5%.

Franchise revenue was $102.2$102.9 million for the three months ended MarchJune 31,30, 2026, compared to $93.2$96.9 million for the three months ended MarchJune 31,30, 2025, an increase of $9.0$6.0 million, or 9.7%.6.2%. Included in franchise revenue are the following:

Of the $6.0$4.7 million increase in royalty revenue, $2.8$1.7 million was attributable to a franchise same club sales increase of 3.5%,1.7%, $2.2$2.5 million was attributable to new clubs opened since JanuaryApril 1, 2025 before they movemoving into the same club sales base and $1.0$0.5 million was from higher royalties on annual fees. The $1.4$1.3 million increase in franchise and other fees was primarily attributable to higher ADA fees and “PF Perks” revenue. The $1.8 million increase in placement revenue was primarily driven by higher replacement equipment placements.

National advertising fundNAF revenue was $32.2$32.9 million for the three months ended MarchJune 31,30, 2026, compared to $21.9$22.8 million for the three months ended MarchJune 31,30, 2025, an increase of $10.3$10.1 million, or 46.8%.44.5%. This increase was primarily attributable to a 1% rate increase to NAF contributions from 2% to 3% for fiscal2026, yearhigher 2026.same club sales and new clubs opened since April 1, 2025.

Corporate-owned clubs segment revenue was $140.6$143.9 million for the three months ended MarchJune 31,30, 2026, compared to $133.7$139.0 million for the three months ended MarchJune 31,30, 2025, an increase of $7.0$4.9 million, or 5.2%.3.5%. This increase was primarily attributable to $6.9$5.0 million from new clubs opened since April 1, 2025 before moving into the same club sales base and $4.8 million from the corporate-owned clubs included in the same club sales base, ofincluding which $4.3$3.0 million was attributable to a same clubsclub sales increase of 3.5%1.7% and $2.6$1.6 million was attributable to higher other fees, and $4.9 million was from new clubs opened since January 1, 2025 before they move into the same club sales base.fees. This increase was partially offset by $4.8$4.9 million of lower revenue attributable to the 8eight clubs located in California that the Company sold to a franchisee in August 2025.

Equipment segment revenue was $62.1$85.6 million for the three months ended MarchJune 31,30, 2026, compared to $27.8$82.2 million for the three months ended MarchJune 31,30, 2025, an increase of $34.3$3.4 million, or 123.4%.4.1%. This increase was primarily attributable to $32.0$1.7 million of higher revenue from equipment sales to new franchisee-owned clubs and $1.6 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 three months ended MarchJune 31,30, 2026, we had equipment sales to 1421 new franchisee-owned clubs compared to 1019 in the same period last year.

Cost of revenue, which primarily relates to our equipment segment, was $45.3$64.5 million for the three months ended MarchJune 31,30, 2026, compared to $22.5$59.4 million for the three months ended MarchJune 31,30, 2025, an increase of $22.9$5.1 million, or 101.6%.8.5%. This increase was primarily attributable to higher replacement equipment sales to franchisee-owned clubs and higher equipment sales to new and existing franchisee-owned clubs, as described above.

Club operations expense, which relates to our Corporate-ownedcorporate-owned clubs segment, was $88.2 million for the three months ended March 31, 2026, compared to $81.7 million for the three months ended MarchJune 31,30, 2026, compared to $77.4 million for the three months ended June 30, 2025, an increase of $6.5$4.3 million, or 8.0%.5.5%. This increase was primarily attributable to $5.1$4.6 million from new clubs opened since JanuaryApril 1, 2025 before they movemoving into the same club sales base and $4.6$3.2 million from clubs included in our same club sales basebase, both as a result of higher marketingmarketing, primarilypayroll, dueand tooccupancy therelated 1%expenses. rateThis increase in NAF contributions for fiscal year 2026,was partially offset by $3.2$3.5 million of lower club operations expense attributable to the eight clubs located in California that the Company sold to a franchisee in August 2025.

Selling, general and administrative expenses were $34.2$34.4 million for the three months ended MarchJune 31,30, 2026, compared to $34.3$35.5 million for the three months ended MarchJune 31,30, 2025, a decrease of $0.2$1.1 million, or 0.5%.3.1%. This decrease was primarily attributable to lower costs relating to consulting and marketing partially offset by higher payrollrent costs.expense associated with our new Boston office, which has not yet opened.

National advertising fundNAF expense was $32.2$32.9 million for the three months ended MarchJune 31,30, 2026, compared to $21.9$22.8 million for the three months ended MarchJune 31,30, 2025, an increase of $10.3$10.1 million, or 46.8%.44.5%. This increase was primarily aattributable result ofto higher advertising and marketing expenditures due to higher national advertising revenue as described above.

Depreciation and amortization expense was $40.3$40.1 million for the three months ended MarchJune 31,30, 2026, compared to $38.3$38.4 million for the three months ended MarchJune 31,30, 2025, an increase of $2.0$1.7 million, or 5.1%.4.5%. This increase was primarily attributable to an increase in depreciation expenseexpense, primarily from new clubs opened since JanuaryApril 1, 20252025, partially offset by a decrease in amortization expense as a result of certain intangible assets becoming fully amortized during the priorcurrent year.year period.

Other gains,(gains) losses, net

Other gains,(gains) losses, net was $1.6a $12.3 million gain for the three months ended MarchJune 31,30, 2026, compared to $1.2a $4.9 million loss for the three months ended MarchJune 31,30, 2025, an increase of $0.4 million, or 28.3%.2025. The current year period amount reflectsis primarily attributable to a gain recognized on the recognitionsale of feesour receivedequity method investment in connection with the transfer of clubs between franchisee groups.Australia. The prior year period amount reflectedis insuranceprimarily proceedsattributable receivedto an allowance for propertyexpected credit losses on the Company’s held-to-maturity debt security and equipment.costs incurred on the closure of the Company’s Florida Corporate Support Center located in Orlando, Florida.

Interest income was $5.3 million for the three months ended June 30, 2026, compared to $5.7 million for the three months ended MarchJune 31, 2026, compared to $5.8 million for the three months ended March 31,30, 2025, a decrease of $0.2$0.4 million, or 2.6%.7.4%.

Interest expense was $33.0$33.4 million for the three months ended MarchJune 31,30, 2026, compared to $26.2 million for the three months ended MarchJune 31,30, 2025, an increase of $6.8$7.2 million, or 25.8%.27.6%. This increase was primarily fromdue to a higher principal balance and blended interest rate on our indebtedness related to the issuance of the Series 2025-1 5.274% Fixed Rate Senior Secured Notes, Class A-2-I (the “2025 Class A-2-I Notes”) with an initial principal amount of $400.0 million and Series 2025-1 5.649% Fixed Rate Senior Secured Notes, Class A-2-II (the “2025 Class A-2-II Notes,” and together with the 2025 Class A-2-I Notes, the “2025 Notes”) in December 2025.2025 and draw down on the 2025 Variable Funding Notes (as defined below) in the current year period.

Other income, net was $0.6a $0.4 million income for the three months ended MarchJune 31,30, 2026, compared to $0.3a $1.9 million income for the three months ended MarchJune 31,30, 2025. This decrease in other income, net was primarily attributable to a gain on the remeasurement of our tax benefit arrangements in the prior year period due to changes in our effective tax rate.

Income tax expense was $19.3$28.5 million for the three months ended MarchJune 31,30, 2026, compared to $16.2$24.9 million for the three months ended MarchJune 31,30, 2025, an increase of $3.1$3.6 million, or 19.1%.14.4%. This increase is primarily attributable to our higher income before taxes in the threecurrent monthsyear ended March 31, 2026 as compared to the three months ended March 31, 2025.period.

Losses from equity-method investments were $0.9$0.2 million for the three months ended MarchJune 31,30, 2026, compared to $0.8$0.6 million for the three months ended MarchJune 31,30, 2025, a decrease of $0.1 million, or 8.6%.2025.

Franchise Segment Adjusted EBITDA was $94.7$91.7 million infor the three months ended MarchJune 31,30, 2026, compared to $84.9$86.5 million infor the three months ended MarchJune 31,30, 2025, an increase of $9.9$5.2 million, or 11.6%.6.1%. This increase was primarily attributable to higher franchiseNAF and NAFfranchise revenue of $9.0$10.1 million and $10.3$6.0 million, respectively, andas $2.2described million of higher other gain, net,above, partially offset by $10.3$10.1 million of higher NAF expense and $1.2$0.4 million of higher selling, general and administrative expense.

Corporate-owned clubs Segment Adjusted EBITDA was $46.5$57.5 million infor the three months ended MarchJune 31,30, 2026, compared to $45.8$56.6 million infor the three months ended MarchJune 31,30, 2025, an increase of $0.6$0.9 million, or 1.4%.1.6%. This increase in Adjusted EBITDA was primarily attributable to $4.3$1.6 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$0.4 million of lower adjustedselling, general and administrative expenses primarily from the closure of the Company’s Florida Corporate Support Center in the prior year period and $0.3 million from new clubs opened since April 1, 2025 before moving into the same club sales base, partially offset by $1.3 million of lower Adjusted EBITDA attributable to the 8eight clubs located in California that the Company sold to a franchisee in August 2025, as described above.2025.

Equipment Segment Adjusted EBITDA was $19.5$24.3 million infor the three months ended MarchJune 31,30, 2026, compared to $7.4$26.4 million infor the three months ended MarchJune 31,30, 2025, ana increasedecrease of $12.0$2.1 million, or 161.6%.8.0%. This increasedecrease was primarily drivenattributable to the timing of replacement equipment discounts, partially offset by higher equipment sales to existingnew and newexisting franchisee-owned clubs, as described above.clubs.