# Planet Fitness, Inc. (PLNT) Informational only - not investment advice. CIK: 0001637207 SIC: 7997 Services-Membership Sports & Recreation Clubs SIC breadcrumb: [Services](/division/I/) > [Amusement And Recreation Services](/major-group/79/) > [SIC 7997 Services-Membership Sports & Recreation Clubs](/industry/7997/) Latest 10-K filed: 2026-02-25 SEC page: https://www.sec.gov/edgar/browse/?CIK=1637207 Filing source: https://www.sec.gov/Archives/edgar/data/1637207/000163720726000011/plnt-20251231.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 1324144000 | USD | 2025 | 2026-02-25 | | Net income | 219104000 | USD | 2025 | 2026-02-25 | | Assets | 3103395000 | USD | 2025 | 2026-02-25 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-25. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001637207.json. Derived margins are computed from the extracted annual SEC facts. | Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | 378,241,000 | 429,942,000 | 572,898,000 | 688,803,000 | 406,618,000 | 587,023,000 | 936,772,000 | 1,071,326,000 | 1,181,654,000 | 1,324,144,000 | | Net income | 21,500,000 | 33,146,000 | 88,021,000 | 117,695,000 | -14,991,000 | 42,774,000 | 99,402,000 | 138,313,000 | 172,042,000 | 219,104,000 | | Operating income | 115,662,000 | 147,536,000 | 184,044,000 | 233,083,000 | 59,760,000 | 143,395,000 | 230,078,000 | 272,864,000 | 324,198,000 | 394,677,000 | | Assets | 1,001,442,000 | 1,092,465,000 | 1,353,416,000 | 1,717,190,000 | 1,849,737,000 | 2,015,983,000 | 2,854,589,000 | 2,969,693,000 | 3,069,708,000 | 3,103,395,000 | | Stockholders' equity | -130,759,000 | -119,486,000 | -374,574,000 | -706,455,000 | -705,869,000 | -645,355,000 | -199,012,000 | -115,649,000 | -215,380,000 | -482,777,000 | | Cash and cash equivalents | 40,393,000 | 113,080,000 | 289,431,000 | 436,256,000 | 439,478,000 | 545,909,000 | 409,840,000 | 275,842,000 | 293,150,000 | 345,652,000 | | Net margin | 5.68% | 7.71% | 15.36% | 17.09% | -3.69% | 7.29% | 10.61% | 12.91% | 14.56% | 16.55% | | Operating margin | 30.58% | 34.32% | 32.13% | 33.84% | 14.70% | 24.43% | 24.56% | 25.47% | 27.44% | 29.81% | ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001637207.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2023-Q2 | 2023-06-30 | 286,463,000 | 41,135,000 | | reported discrete quarter | | 2023-Q3 | 2023-09-30 | 277,551,000 | 39,134,000 | | reported discrete quarter | | 2023-Q4 | 2023-12-31 | 285,086,000 | 35,340,000 | | derived Q4 = FY annual - nine-month YTD | | 2024-Q1 | 2024-03-31 | 248,017,000 | 34,309,000 | | reported discrete quarter | | 2024-Q2 | 2024-06-30 | 300,941,000 | 48,640,000 | | reported discrete quarter | | 2024-Q3 | 2024-09-30 | 292,246,000 | 42,009,000 | | reported discrete quarter | | 2024-Q4 | 2024-12-31 | 340,450,000 | 47,084,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2025-03-31 | 276,662,000 | 41,867,000 | | reported discrete quarter | | 2025-Q2 | 2025-06-30 | 340,879,000 | 58,019,000 | | reported discrete quarter | | 2025-Q3 | 2025-09-30 | 330,345,000 | 58,829,000 | | reported discrete quarter | | 2025-Q4 | 2025-12-31 | 376,258,000 | 60,389,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2026-03-31 | 337,236,000 | 51,554,000 | | reported discrete quarter | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1637207/000163720726000030/plnt-20260331.htm Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high Filing date: 2026-05-07 Report date: 2026-03-31 ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 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 months ended March 31, 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. Overview 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- 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 March 31, 2026, we 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. Of our 2,909 clubs, 2,617 are franchised and 292 are corporate-owned. As of March 31, 2026, we had contractual commitments to open approximately 750 new clubs. Our segments 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 the national advertising 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., Canada and Mexico. We evaluate the performance of our segments and allocate resources to them based on revenue and adjusted earnings before interest, taxes, depreciation and amortization, referred to as Segment Adjusted EBITDA. Revenue and Segment Adjusted EBITDA for all operating segments include only transactions with unaffiliated customers and do not include intersegment transactions. 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 Company’s 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 13 to the condensed consolidated financial statements. 25 Table of Contents The following table summarizes revenue and Adjusted EBITDA broken out by our segments: Three Months Ended March 31, (in thousands) 2026 2025 Revenue Franchise segment $ 134,467  $ 115,180  Corporate-owned clubs segment 140,622  133,669  Equipment segment 62,147  27,813  Total revenue $ 337,236  $ 276,662  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(2) 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. How we assess the performance of our business In assessing the performance of our business, we consider a variety of performance and financial measures. The key measures for determining how our business is performing include total monthly dues and annual fees from members (which we refer to as system-wide sales), the number of new club openings, same club sales for both corporate-owned and franchisee-owned clubs, Adjusted EBITDA, Segment Adjusted EBITDA, Adjusted net income, and Adjusted net income per share, diluted. See “—Non-GAAP Financial Measures” below for more information. Number of new club openings 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-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: 26 Table of Contents Three Months Ended March 31, 2026 2025 Franchisee-owned clubs: Clubs operated at beginning of period 2,604  2,445  New clubs opened or acquired 15  16  Clubs debranded, sold, closed or consolidated(1) (2) —  Clubs operated at end of period 2,617  2,461  Corporate-owned clubs: Clubs operated at beginning of period 292  277  New clubs opened or acquired —  3  Clubs operated at end of period 292  280  Total clubs: Clubs operated at beginning of period 2,896  2,722  New clubs opened or acquired 15  19  Clubs debranded, sold, closed or consolidated(1) (2) —  Clubs operated at end of period 2,909  2,741  (1) The term “debranded” refers to a franchisee-owned club whose right to use the Planet Fitness brand and marks has been terminated in accordance with the franchise agreement. We retain the right to prevent debranded clubs from continuing to operate as fitness centers. The term “consolidated” refers to the combination of a franchisee’s club with another club located in close proximity with our prior approval. This often coincides with an enlargement, re-equipment and/or refurbishment of the remaining club. Same club sales Same club sales refers to year-over-year sales comparisons for the same club sales base of both corporate-owned and franchisee-owned clubs. 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. Several factors affect our same club sales in any given period, including the following: •the number of clubs that have been in operation for more than 12 months; •the percentage mix and pricing of PF Black Card and standard Classic Card memberships in any period; •growth in total net memberships per club; •consumer recognition of our brand and our ability to respond to changing consumer preferences; •overall economic trends, particularly those related to consumer spending; •our and our franchisees’ ability to operate clubs effectively and efficiently to meet consumer expectations; •marketing and promotional efforts; •local competition; •trade area dynamics; and •opening of new clubs in the vicinity of existing locations. We present same club sales as compared to the same period in the prior year for all clubs that have been open and for which monthly membership dues have been billed for longer than 12 months, beginning with the 13th month and thereafter, as applicable. Same club sales of our international clubs are calculated on a constant currency basis, meaning that we translate the current year’s same club sales of our international clubs at the same exchange rates used in the prior year. Since opening new clubs is a significant component of our revenue growth, same club sales is only one measure of how we evaluate our performance. 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 with 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: 27 Table of Contents Three Months Ended March 31, 2026 2025 Same club sales growth: Franchisee-owned clubs 3.5  % 6.2  % Corporate-owned clubs 3.5  % 5.1  % System-wide clubs 3.5  % 6.1  % Number of clubs in same club sales base: Franchisee-owned clubs 2,443  2,335  Corporate-owned clubs 268  258  System-wide clubs 2,719  2,593  Total monthly dues and annual fees from members (system-wide 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 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 $1.4 billion and $1.3 billion during the three months ended March 31, 2026 and 2025, respectively. Non-GAAP financial measures We refer to Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted as we use these measures to evaluate our operating performance and we believe these measures are useful to investors in evaluating our performance. Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted, as presented in this Quarterly R [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 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. Discussions of fiscal 2023 items and year-to-year comparisons between fiscal 2024 and fiscal 2023 that are not included in this Form 10-K can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our annual report on Form 10-K for the fiscal year ended December 31, 2024. Overview 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-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 December 31, 2025, we had approximately 20.8 million members and 2,896 clubs in all 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico, Australia and Spain. Of our 2,896 clubs, 2,604 were franchisee-owned and 292 were corporate-owned. As of December 31, 2025, we had contractual commitments to open approximately 750 new clubs. 44 Table of Contents Composition of Revenues, Expenses and Cash Flows Revenues We generate revenue from three primary sources: •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. This source of revenue comprised 35.4% and 35.8% of our total revenue for the years ended December 31, 2025 and 2024, respectively. •Corporate-owned club segment revenue: Includes monthly membership dues, enrollment fees, annual fees, other fees paid by our members, and retail sales. This source of revenue comprised 41.2% and 42.5% of our total revenue for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, approximately 92% of members at our corporate clubs paid their monthly dues by EFT. •Equipment segment revenue: Includes equipment revenue for new franchisee-owned clubs as well as replacement equipment for existing franchisee-owned clubs, in the U.S., Canada and Mexico. Franchisee-owned clubs are generally required to replace their equipment every five to nine years. This source of revenue comprised 23.4% and 21.7% of our total revenue for the years ended December 31, 2025 and 2024, respectively. See Item 8: Financial Statements and Supplementary Data - Note 2(e) for further discussion on our revenue streams and revenue recognition policies. Expenses We primarily incur the following expenses: •Cost of revenue: Primarily includes the direct costs associated with equipment sales, including freight costs, to new and existing franchisee-owned clubs in the U.S., Canada and Mexico. Cost of revenue also includes the cost of retail merchandise sold at our corporate-owned clubs. Our cost of revenue changes primarily based on equipment sales volume. •Club operations: Includes the direct costs associated with our corporate-owned clubs, primarily payroll, rent, utilities, supplies, maintenance, insurance, and local and national advertising. The components of club operations remain relatively stable for each club. Our statements of operations do not include, and we are not responsible for, any costs associated with operating franchisee-owned clubs. •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. •NAF Expense: Consists of expenses incurred on behalf of the NAFs (“NAF expense”). The use of amounts received by the NAFs are restricted to advertising, product development, public relations, merchandising, and administrative expenses and programs to increase sales and further enhance the public reputation of the Planet Fitness brand. Cash flows We generate a significant portion of our cash flows from monthly and annual membership dues, royalties, NAF revenue and various fees related to transactions involving our franchisee-owned clubs. We oversee the membership billing process, as well as the collection of our royalties, NAF revenue and certain other fees, through our third-party hosted point-of-sale systems in the United States and Canada. We bill monthly dues to our corporate-owned club members on or around the 17th of each month and bill annual fees once per year to each member based upon when the member signed their membership agreement. Our royalties and certain other fees are generally deducted on or around the billing dates of each month from these membership billings by the processor prior to the net billings being remitted to the franchisees, although our billing and collection practices vary in certain international markets. Our franchisees are responsible for maintaining the membership billing records and collection of member dues for their respective clubs through the point-of-sale system. Our royalties are generally based on monthly and annual membership billings for the franchisee-owned clubs without regard to the collections of those billings by our franchisees. The amount and timing of the collection of royalties and membership dues and fees at corporate-owned clubs is, therefore, generally fairly predictable. 45 Table of Contents Our corporate-owned clubs also historically generate strong operating margins and cash flows, as a significant portion of our costs are fixed or semi-fixed, such as rent and labor. Equipment sales to new and existing franchisee-owned clubs also generate significant cash flows. Franchisees generally pay in advance, provide evidence of a committed financing arrangement for such equipment or provide evidence of sufficient liquidity or availability under an existing credit facility. Recent Transactions Securitized Financing Facility 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. On December 15, 2025, the Company completed the Series 2025-1 Issuance pursuant to which the Master Issuer issued the 2025 Notes in an aggregate outstanding principal amount of $750 million and also entered into a new revolving financing facility that allows for the issuance of up to $75 million in 2025 Variable Funding Notes and certain Letters of Credit. In connection with such Series 2025-1 Issuance, the Master Issuer repaid the outstanding principal amount (and all accrued and unpaid interest thereon) of the 2022 Class A-2-I Notes. See Note 10 to the consolidated financial statements for more information. Sale of Corporate-owned Stores On August 19, 2025, the Company sold 8 corporate-owned stores located in California to a franchisee for $21.6 million. The net value of assets derecognized in connection with the sale amounted to $15.2 million, which included goodwill of $10.5 million, intangible assets of $0.2 million, and net tangible assets of $4.4 million, which resulted in a gain on sale of corporate-owned stores of $6.4 million. See Note 5 to the consolidated financial statements. Share repurchases During 2025, the Company repurchased and retired Class A common stock for a total cost of $500.0 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. Seasonality 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 of monthly membership dues and general economic conditions. Our Segments 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 the 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, Canada and Mexico. We evaluate the performance of our segments and allocate resources to them based on revenue and adjusted earnings before interest, taxes, depreciation and amortization, referred to as Segment Adjusted EBITDA. Revenue and Segment Adjusted EBITDA for all operating segments include only transactions with unaffiliated customers and do not include intersegment transactions. 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. The following tables summarize revenue and Adjusted EBITDA broken out by our segments:  46 Table of Contents Years Ended December 31, (in thousands) 2025 2024 Revenue Franchise segment $ 467,958  $ 423,247  Corporate-owned clubs segment 546,097  502,287  Equipment segment 310,089  256,120  Total revenue $ 1,324,144  $ 1,181,654  Adjusted EBITDA Franchise segment $ 336,592  $ 301,122  Corporate-owned clubs segment 206,347  188,751  Equipment segment 94,478  71,778  Segment Adjusted EBITDA(2) 637,417  561,651  Corporate and other Adjusted EBITDA(1) (85,773) (73,941) Adjusted EBITDA(2) $ 551,644  $ 487,710  (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. How We Assess the Performance of Our Business In assessing the performance of our business, we consider a variety of performance and financial measures. The key measures for determining how our business is performing include total monthly dues and annual fees from members (which we refer to as system-wide sales), the number of new club openings, same club sales for both corporate-owned and franchisee-owned clubs, net member growth, average royalty fee percentages for franchisee-owned clubs, PF Black Card penetration percentage, Adjusted EBITDA, Segment Adjusted EBITDA, four-wall Adjusted EBITDA, Royalty adjusted four-wall EBITDA, Adjusted net income, and Adjusted net income per share, diluted. See “—Non-GAAP Financial Measures” below for more information. Total monthly dues and annual fees from members (system-wide 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 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 $5.3 billion and $4.8 billion during the years ended December 31, 2025 and 2024, respectively. Number of new club openings 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-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: 47 Table of Contents Years Ended December 31, 2025 2024 Franchisee-owned clubs: Clubs operated at beginning of period 2,445  2,319  New clubs opened or acquired 158  129  Clubs refranchised(1) 8  —  Clubs debranded, sold or consolidated(2) (7) (3) Clubs operated at end of period 2,604  2,445  Corporate-owned clubs: Clubs operated at beginning of period 277  256  New clubs opened or acquired 23  21  Clubs refranchised(1) (8) —  Clubs acquired from franchisees —  —  Clubs operated at end of period 292  277  Total clubs: Clubs operated at beginning of period 2,722  2,575  New clubs opened or acquired 181  150  Clubs debranded, sold or consolidated(2) (7) (3) Clubs operated at end of period 2,896  2,722  (1) The term “refranchised” refers to corporate-owned clubs which were sold to an existing franchisee group. (2) The term “debranded” refers to a franchisee-owned club whose right to use the Planet Fitness brand and marks has been terminated in accordance with the franchise agreement. We retain the right to prevent debranded clubs from continuing to operate as fitness centers. The term “consolidated” refers to the combination of a franchisee’s club with another club located in close proximity with our prior approval. This often coincides with an enlargement, re-equipment and/or refurbishment of the remaining club. Same club sales Same club sales refers to year-over-year sales comparisons for the same club sales base of both corporate-owned and franchisee-owned clubs. 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. Several factors affect our same club sales in any given period, including the following: •the number of clubs that have been in operation for more than 12 months; •the percentage mix and pricing of PF Black Card and standard Classic Card memberships in any period; •growth in total net memberships per club; •consumer recognition of our brand and our ability to respond to changing consumer preferences; •overall economic trends, particularly those related to consumer spending; •our and our franchisees’ ability to operate clubs effectively and efficiently to meet consumer expectations; •marketing and promotional efforts; •local competition; •trade area dynamics; and •opening of new clubs in the vicinity of existing locations. We present same club sales as compared to the same period in the prior year for all clubs that have been open and for which monthly membership dues have been billed for longer than 12 months, beginning with the 13th month and thereafter, as applicable. Same club sales of our international clubs are calculated on a constant currency basis, meaning that we translate the current year’s same club sales of our international clubs at the same exchange rates used in the prior year. Since opening new clubs is a significant component of our revenue growth, same club sales is only one measure of how we evaluate our performance. 48 Table of Contents 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 with 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:  Years Ended December 31, 2025 2024 Same club sales growth: Franchisee-owned clubs 6.8  % 5.2  % Corporate-owned clubs 6.0  % 4.5  % System-wide clubs 6.7  % 5.0  % Number of clubs in same club sales base: Franchisee-owned clubs 2,398  2,296  Corporate-owned clubs 266  253  Total clubs 2,672  2,554  Net member growth Net member growth refers to the net change in total members in relation to total clubs over time. We capture all membership changes daily through our point-of-sale system. We monitor a combination of membership growth, average members per club, average monthly dues and transfers from or to an individual club location. We seek to make it simple for members to join, whether online, through our mobile application or in-club, and, while some memberships require a cancellation fee, we offer, and require our franchisees to offer, a non-committal membership option. This approach to memberships is part of our commitment to appeal to a broad population, inclusive of all fitness levels from beginners to athletes. As a result, we do not rely upon membership attrition as an operating metric in assessing our performance. We primarily attribute our membership growth to the continued net member growth in existing clubs as well as the growth of our system-wide club base. Average royalty fee percentages for the franchisee-owned clubs 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. PF Black Card penetration percentage 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 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. Non-GAAP Financial Measures We refer to Adjusted EBITDA, four-wall Adjusted EBITDA, Royalty adjusted four-wall EBITDA, Adjusted net income and Adjusted net income per share, diluted as we use these measures to evaluate our operating performance and we believe these measures are useful to investors in evaluating our performance. Adjusted EBITDA, four-wall Adjusted EBITDA, Royalty adjusted four-wall EBITDA, Adjusted net income and Adjusted net income per share, diluted, as presented in this Form 10-K, are supplemental measures of our performance that are neither required by, nor presented in accordance with GAAP and should not be considered as substitutes for GAAP metrics such as net income or any other performance measures derived in accordance with GAAP. Also, in the future we may incur expenses or charges such as those added back to calculate Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted. Our presentation of Adjusted EBITDA, four-wall Adjusted EBITDA, Royalty adjusted four-wall EBITDA, Adjusted net income and Adjusted net income per share, diluted should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items. 49 Table of Contents We define Adjusted EBITDA as net income before interest, taxes, depreciation and amortization, as 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 certain expenses and 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 also uses Adjusted EBITDA as a key metric to assess the performance of management. Our CODM 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. Four-wall Adjusted EBITDA is an assessment of our average corporate-owned club-level profitability for clubs included in the same-club-sales base, which includes local and national advertising expense and adjusts for certain administrative and other items that we do not consider in our evaluation of individual club-level performance. Royalty adjusted four-wall EBITDA then applies the current royalty rate to our four-wall Adjusted EBITDA. Accordingly, we believe that Royalty adjusted four-wall EBITDA is comparable to a franchise club under our current franchise agreement and is useful to investors to assess the operating performance of an average club in our system. Management also uses such metrics in assessing club-level operating performance over time. 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 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. 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. Reconciliations of Non-GAAP Financial Measures A reconciliation of net income, the most directly comparable GAAP measure, to Adjusted EBITDA is set forth below: Years Ended December 31, (in thousands) 2025 2024 Net income $ 220,264  $ 174,243  Interest income (22,999) (23,115) Interest expense 108,244  100,037  Provision for income taxes 85,874  68,443  Depreciation and amortization 155,785  160,346  EBITDA 547,168  479,954  Severance costs(1) 649  1,602  Executive transition costs(2) 3,239  4,200  Loss on adjustment of allowance for credit losses on held-to-maturity investment 5,590  1,146  Dividend income on held-to-maturity investment (2,337) (2,180) Insurance recovery(3) (1,636) —  Lease closure expenses, net(4) 1,328  —  Tax benefit arrangement remeasurement(5) 2,431  1,300  Gain on sale of corporate-owned clubs(6) (6,443) —  Amortization of basis difference of equity-method investments(7) 960  949  Other(8) 695  739  Adjusted EBITDA $ 551,644  $ 487,710  (1) Represents severance related expenses recorded in connection with a reduction in force. (2) 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 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. 50 Table of Contents (4) Represents lease termination costs, impairment charges, and loss on disposal of property and equipment from the closure of our Florida Corporate Support Center located in Orlando, Florida. (5) Represents a loss related to the adjustment of our tax benefit arrangements primarily due to changes in our deferred state tax rate. (6) Represents a gain on the sale of eight corporate-owned clubs to a franchisee. (7) 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 consolidated statements of operations. (8) Represents certain other gains and charges that we do not believe reflect our underlying business performance. 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: Years Ended December 31, (in thousands, except per share data) 2025 2024 Net income $ 220,264  $ 174,243  Provision for income taxes 85,874  68,443  Severance costs(1) 649  1,602  Executive transition costs(2) 3,239  4,200  Loss on adjustment of allowance for credit losses on held-to-maturity investment 5,590  1,146  Dividend income on held-to-maturity investment (2,337) (2,180) Insurance recovery(3) (1,636) —  Lease closure expenses, net(4) 1,328  —  Tax benefit arrangement remeasurement(5) 2,431  1,300  Gain on sale of corporate-owned clubs(6) (6,443) —  Amortization of basis difference of equity-method investments(7) 960  949  Other(8) 695  739  Loss on extinguishment of debt(9) 1,731  2,285  Purchase accounting amortization(10) 36,713  49,190  Adjusted income before income taxes 349,058  301,917  Adjusted income taxes(11) 90,755  78,163  Adjusted net income $ 258,303  $ 223,754  Adjusted net income per share, diluted $ 3.07  $ 2.59  Adjusted weighted-average shares outstanding, diluted(12) 84,052  86,537  (1) Represents severance related expenses recorded in connection with a reduction in force. (2) 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 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 lease termination costs, impairment charges, and loss on disposal of property and equipment from the closure of our Florida Corporate Support Center located in Orlando, Florida. (5) Represents a loss related to the adjustment of our tax benefit arrangements primarily due to changes in our deferred state tax rate. (6) Represents a gain on the sale of eight corporate-owned clubs to a franchisee. (7) 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 consolidated statements of operations. (8) Represents certain other gains and charges that we do not believe reflect our underlying business performance. (9) Represents a loss on extinguishment of debt as a result of the repayment of the 2022-1 Class A-2-I notes prior to the anticipated repayment date. (10) Includes $10.6 million for the year ended December 31, 2024 of amortization 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 for the years ended December 31, 2025 and 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. (11) Represents corporate income taxes at an assumed effective tax rate of 26.0% and 25.9% for the years ended December 31, 2025 and 2024, respectively, applied to adjusted income before income taxes. 51 Table of Contents (12) 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. A reconciliation of net income per share, diluted, to Adjusted net income per share, diluted, is set forth below: (in thousands, except per share amounts) Net income Weighted Average Shares Net income per share, diluted Year Ended December 31, 2025 Net income attributable to Planet Fitness, Inc.(1) $ 219,104  83,726  $ 2.62  Net income attributable to non-controlling interests(2) 1,160  327  Net income 220,264  Adjustments to arrive at adjusted income before income taxes(3) 128,794  Adjusted income before income taxes 349,058  Adjusted income taxes(4) 90,755  Adjusted net income $ 258,303  84,052  $ 3.07  Year Ended December 31, 2024 Net income attributable to Planet Fitness, Inc.(1) $ 172,042  85,827  $ 2.00  Net income attributable to non-controlling interests(2) 2,201  709  Net income 174,243  Adjustments to arrive at adjusted income before income taxes(3) 127,674  Adjusted income before income taxes 301,917  Adjusted income taxes(4) 78,163  Adjusted net income $ 223,754  86,537  $ 2.59  (1) Represents net income attributable to Planet Fitness, Inc. and the associated weighted average shares of Class A common stock outstanding (see Note 15 to our consolidated financial statements included elsewhere in this form 10-K). (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 years ended December 31, 2025 and 2024, respectively, applied to adjusted income before income taxes. A reconciliation of the Corporate-owned clubs Segment Adjusted EBITDA to four-wall Adjusted EBITDA to Royalty adjusted four-wall EBITDA, is set forth below: Year Ended December 31, 2025 (in thousands) Revenue Adjusted EBITDA Adjusted EBITDA Margin Corporate-owned clubs segment $ 546,097  $ 206,347  37.8  % New clubs(1) (20,045) 7,720  Selling, general and administrative(2) —  14,691  Impact of eliminations(3) —  (3,814) Purchase accounting adjustments(4) —  (506) Four-wall 526,052  224,438  42.7  % Royalty adjustment(5) —  (38,643) Royalty adjusted four-wall $ 526,052  $ 185,795  35.3  % (1) Includes the impact of clubs open less than 13 months and those which have not yet opened. (2) Reflects administrative costs attributable to the Corporate-owned clubs segment but not directly related to club operations. (3) Reflects certain intercompany charges and other fees which are eliminated in consolidation. (4) Represents the impact of certain purchase accounting adjustments associated with the 2012 Acquisition and our historical acquisitions of franchisee-owned clubs. These are primarily related to fair value adjustments to deferred rent. 52 Table of Contents (5) Includes the effect of royalties at a rate of 7.0% on gross monthly and annual membership billings as if the clubs were similar to a franchisee-owned club at the current franchise royalty rate. Results of Operations Comparison of the years ended December 31, 2025 and December 31, 2024 The following table sets forth a comparison of our consolidated statements of operations in dollars and as a percentage of total revenue: Years Ended December 31, 2025 2024 (in thousands) Amount % of Total Revenues Amount % of Total Revenues Revenue: Franchise $ 380,971  28.8% $ 344,320  29.1% National advertising fund revenue 86,987  6.6% 78,927  6.7% Franchise segment 467,958  35.4% 423,247  35.8% Corporate-owned clubs 546,097  41.2% 502,287  42.5% Equipment 310,089  23.4% 256,120  21.7% Total revenue 1,324,144  100.0% 1,181,654  100.0% Operating costs and expenses: Cost of revenue 230,308  17.4% 197,122  16.7% Club operations 318,545  24.1% 290,507  24.6% Selling, general and administrative 137,634  10.4% 129,146  10.9% National advertising fund expense 87,580  6.6% 79,009  6.7% Depreciation and amortization 155,785  11.8% 160,346  13.6% Other (gain) loss, net (385) —% 1,326  0.1% Total operating costs and expenses 929,467  70.3% 857,456  72.6% Income from operations 394,677  29.7% 324,198  27.4% Other income (expense), net: Interest income 22,999  1.7% 23,115  2.0% Interest expense (108,244) (8.2)% (100,037) (8.5)% Other expense, net (454) —% (548) —% Total other expense, net (85,699) (6.5)% (77,470) (6.5)% Income before income taxes 308,978  23.2% 246,728  20.9% Provision for income taxes 85,874  6.5% 68,443  5.8% Losses from equity-method investments, net of tax (2,840) (0.2)% (4,042) (0.3)% Net income 220,264  16.5% 174,243  14.8% Less net income attributable to non-controlling interests 1,160  0.1% 2,201  0.2% Net income attributable to Planet Fitness, Inc. $ 219,104  16.4% $ 172,042  14.6% Revenue Total revenues were $1.3 billion in the year ended December 31, 2025, compared to $1.2 billion in the year ended December 31, 2024, an increase of $142.5 million, or 12.1%. Franchise segment revenue was $468.0 million in the year ended December 31, 2025, compared to $423.2 million in the year ended December 31, 2024, an increase of $44.7 million, or 10.6%. Franchise revenue was $381.0 million in the year ended December 31, 2025, compared to $344.3 million in the year ended December 31, 2024, an increase of $36.7 million, or 10.6%. Included in franchise revenue are the following: 53 Table of Contents Years Ended December 31, (in thousands) 2025 2024 $ Change % Change Royalty revenue $ 314,647  $ 286,269  $ 28,378  9.9% Franchise and other fees 42,611  34,811  7,800  22.4% Placement revenue 22,926  20,876  2,050  9.8% HVAC revenue 787  2,364  (1,577) (66.7)% Total franchise revenue $ 380,971  $ 344,320  $ 36,651  10.6% Of the $28.4 million increase in royalty revenue, $16.7 million was attributable to a franchise same club sales increase of 6.8%, $7.1 million was attributable to new clubs opened since January 1, 2024 before moving into the same club sales base and $4.6 million was from higher royalties on annual fees. The $7.8 million increase in franchise and other fees was primarily attributable to higher join fees, commission income and PF Perks revenue and the $2.1 million increase in placement revenue was primarily attributable to higher replacement equipment placements. Also impacting franchise revenue was a $1.6 million decrease in revenue associated with the sale of HVAC units to franchisees. National advertising fund revenue was $87.0 million in the year ended December 31, 2025, compared to $78.9 million in the year ended December 31, 2024, an increase of $8.1 million, or 10.2%. This increase was primarily attributable to $5.6 million from higher same club sales and new clubs opened since January 1, 2024 and $2.3 million from the collection of national advertising fund revenue on annual fees. Corporate-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, an increase of $43.8 million, or 8.7%. This increase was primarily attributable to $28.1 million of higher revenue from the corporate-owned clubs in the same club sales base, of which $21.1 million was attributable to a same clubs sales increase of 6.0%, $3.6 million was attributable to higher other fees and $3.4 million was attributable to higher annual fee revenue. Additionally, $15.7 million was from new clubs opened and acquired since January 1, 2024 before moving 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, an increase of $54.0 million, or 21.1%. This increase was primarily attributable to $47.4 million of higher revenue from equipment sales to existing franchisee-owned clubs and $6.6 million of higher revenue from equipment sales to new franchisee-owned clubs. Cost of revenue 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, an increase of $33.2 million, or 16.8%. This increase was primarily attributable to higher equipment sales to existing and new franchisee-owned clubs, as described above. Club operations Club operations expense, which relates to our Corporate-owned clubs segment, was $318.5 million in the year ended December 31, 2025 compared to $290.5 million in the year ended December 31, 2024, an increase of $28.0 million, or 9.7%. This increase was primarily attributable to $15.9 million from new clubs opened since January 1, 2024 before moving into the same club sales base, consisting of $8.0 million from clubs located domestically and $7.9 million from clubs located in Spain, all of which have opened since January 1, 2024, and $12.2 million from clubs included in our same club sales base as a result of higher operating costs. Selling, general and administrative 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, an increase of $8.5 million, or 6.6%. This increase was primarily attributable to $9.6 million of higher payroll costs and $3.4 million of higher costs primarily related to professional and consulting fees and travel expenses partially offset by $4.8 million of lower marketing expenses. National advertising fund expense 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, an increase of $8.6 million, or 10.8%. This increase was primarily a result of higher advertising and marketing expenditures attributable to higher national advertising revenue, as described above. Depreciation and amortization 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, a decrease of $4.6 million, or 2.8%. This decrease was primarily attributable to a 54 Table of Contents 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 since January 1, 2024. Other (gain) loss, net Other (gain) loss, net was a $0.4 million gain in the year ended December 31, 2025, compared to a $1.3 million loss in the year ended December 31, 2024. The decrease was primarily attributable to a $6.4 million gain on the sale of corporate-owned clubs and a $1.6 million gain on insurance proceeds, both in 2025, partially offset by a $4.4 million of higher allowance for expected credit losses on the Company’s held-to-maturity debt 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 income Interest income was $23.0 million in the year ended December 31, 2025, compared to $23.1 million in the year ended December 31, 2024, a decrease $0.1 million, or 0.5%. Interest expense Interest expense primarily consists of interest on long-term debt as well as the amortization of deferred financing costs. 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, an increase of $8.2 million, or 8.2%. This increase was primarily attributable to a higher principal balance and blended interest rate on our indebtedness related to the issuance of the Company’s fixed rate senior secured notes in June 2024. Other expense, net Other expense, net was a $0.5 million expense for both the years ended December 31, 2025 and 2024. Provision for income taxes Income tax expense was $85.9 million for the year ended December 31, 2025, compared to $68.4 million for the year ended December 31, 2024, an increase of $17.4 million, or 25.5%. This increase is primarily attributable to our higher income before taxes in the current year compared to the prior year. The Company’s effective tax rate was 27.8% for the year ended December 31, 2025, compared to 27.7% in the prior year. The increase in the effective income tax rate was primarily attributable to the sale of certain of our corporate-owned clubs offset by the remeasurement of deferred tax assets. Losses from equity-method investments Losses from equity-method investments were $2.8 million in the year ended December 31, 2025, compared to $4.0 million in the year ended December 31, 2024, a decrease of $1.2 million, or 29.7%. This decrease was primarily attributable to improved operating results from both of the Company’s equity-method investments. The Company has incurred losses on its equity method investments to date primarily as a result of the investees, who are franchisee operators of Planet Fitness clubs, opening new clubs in each period and due to the accounting for basis differences in accordance with the equity method of accounting. For additional information, see Note 7 to the consolidated financial statements. Segment Adjusted EBITDA Franchise Franchise Segment Adjusted EBITDA was $336.6 million in the year ended December 31, 2025, compared to $301.1 million in the year ended December 31, 2024, an increase of $35.5 million, or 11.8%. This increase was primarily attributable to higher franchise and NAF revenue of $36.7 million and $8.1 million, respectively, and $1.4 million of lower other expense, net, partially offset by $8.6 million of higher NAF expense and $1.9 million of higher selling, general and administrative expense. Corporate-owned clubs Corporate-owned clubs Segment Adjusted EBITDA was $206.3 million in the year ended December 31, 2025, compared to $188.8 million in the year ended December 31, 2024, an increase of $17.6 million, or 9.3%. This increase was primarily attributable to $14.6 million from the corporate-owned same club sales increase of 6.0%, $3.9 million of lower selling, general and administrative expenses and $3.1 million from new clubs located domestically opened since January 1, 2024 before moving into the same club sales base. This increase was partially offset by $3.5 million of lower Adjusted EBITDA from new clubs located in Spain, all of which have opened since January 1, 2024. 55 Table of Contents Equipment Equipment Segment Adjusted EBITDA was $94.5 million in the year ended December 31, 2025, compared to $71.8 million in the year ended December 31, 2024, an increase of $22.7 million, or 31.6%. This increase was primarily driven by higher equipment sales to existing and new franchisee-owned clubs, as described above. Liquidity and Capital Resources As of December 31, 2025, we had $345.7 million of cash and cash equivalents, $106.8 million of short-term marketable securities, $88.3 million of long-term marketable securities and $66.3 million of restricted cash. We require cash principally to fund day-to-day operations, to finance capital investments, to service our outstanding debt and tax benefit arrangements and to address our working capital needs. Based on our current level of operations, we believe that our available cash balance, the cash generated from operations, and amounts available under our Variable Funding Notes will be adequate to meet the above needs for at least the next 12 months. Our ability to continue to fund these items could be adversely affected by the occurrence of any of the events described under “Risk Factors.” There can be no assurance that our business will generate sufficient cash flows from operations or otherwise to enable us to service our indebtedness, including our Securitized Senior Notes, or to make anticipated capital expenditures. Our future operating performance and our ability to service, extend or refinance our indebtedness will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. Summary of Cash Flows Years Ended December 31, (in thousands) 2025 2024 Net cash provided by (used in): Operating activities $ 418,421  $ 343,873  Investing activities (160,164) (208,711) Financing activities (198,095) (104,995) Effect of foreign exchange rates on cash 2,120  (2,614) Net increase in cash, cash equivalents and restricted cash $ 62,282  $ 27,553  Operating activities Net cash provided by operating activities of $418.4 million for the year ended December 31, 2025 was primarily attributable to $220.3 million of net income and $238.5 million of adjustments to reconcile net income to net cash provided by operating activities, primarily consisting of depreciation and amortization, deferred tax expense, equity-based compensation expense, amortization of deferred financing costs, loss on extinguishment of debt and other adjustments, partially offset by $40.4 million of working capital cash outflows. The working capital cash outflows were primarily attributable to a decrease in the tax benefit arrangement liability as a result of payments made during 2025, an increase in other assets and other current assets primarily from other receivables and general prepaid expenses, and a decrease in deferred revenue. The working capital cash outflows was partially offset by an increase in lease incentives primarily from new corporate-owned clubs in 2025, an increase in equipment deposits, a decrease in accounts receivable primarily from collections during the period and an increase in accounts payable and accrued expenses primarily from an increase in payables related to equipment orders. Net cash provided by operating activities of $343.9 million for the year ended December 31, 2024 was primarily attributable to $174.2 million of net income and $234.2 million of adjustments to reconcile net income to net cash provided by operating activities, primarily consisting of depreciation and amortization, deferred tax expense, stock-based compensation expense, amortization of deferred financing costs, loss on extinguishment of debt and other adjustments, partially offset by $64.6 million of working capital cash outflows. The working capital cash outflows were primarily attributable to a decrease in the tax benefit arrangement liability as a result of payments made during 2024, an increase in accounts receivable due to higher equipment sales to existing franchisee-owned clubs, and an increase in other assets and other current assets primarily from other receivables and general prepaid expenses. The working capital cash outflow was partially offset by an increase in accounts payable and accrued expenses primarily from an increase in payables related to equipment orders, an increase in leases primarily from new corporate-owned clubs in 2024, and an increase in deferred revenue primarily from increased annual billings revenue. 56 Table of Contents Investing activities For the year ended December 31, 2025, net cash used in investing activities was $160.2 million compared to $208.7 million in the year ended December 31, 2024, a decrease of $48.5 million. This decrease was primarily attributable to maturities of marketable securities, net of purchases of $37.2 million, proceeds from the sale of corporate-owned clubs of $21.6 million, and insurance proceeds of $2.1 million, partially offset by higher capital expenditures of $8.6 million and higher cash used for acquisitions of $— million. Capital expenditures for the years ended December 31, 2025 and 2024 were as follows: Years Ended December 31, (in thousands) 2025 2024 New corporate-owned clubs $ 66,526  $ 65,421  Existing corporate-owned clubs 80,829  66,376  Information systems 11,637  22,159  Corporate and all other 4,678  1,105  Total capital expenditures $ 163,670  $ 155,061  Financing activities For the year ended December 31, 2025, net cash used in financing activities was $198.1 million compared to net cash used in financing activities of $105.0 million in the year ended December 31, 2024, an increase of $93.1 million. This increase was primarily attributable to an increase in cash used for share repurchases in 2025 of $200.2 million and a decrease in cash provided by the proceeds from the issuance of Class A common stock from option exercises of $20.0 million, partially offset by an increase in net cash provided from long-term debt of $125.4 million, consisting of a $177.1 million decrease in the repayment of long-term debt, a $50.0 million decrease in borrowings, and a $1.8 million increase in the payment of deferred financing costs. Securitized Financing Facility Planet Fitness Master Issuer LLC (the “Master Issuer”), a limited-purpose, bankruptcy remote, wholly-owned indirect subsidiary of Pla-Fit Holdings, LLC, is the master issuer of outstanding senior secured notes under a securitized financing facility that was entered into in August 2018. In June 2024, the Master Issuer completed a refinancing transaction with respect to this facility under which the Master Issuer issued the Series 2024-1 Class A-2 Notes with initial principal amounts totaling $800 million. The net proceeds from the sale of the Series 2024-1 Class A-2 Notes were used to repay in full the Master Issuer’s outstanding Series 2018-1 Class A-2-II Notes, including the payment of transaction costs. The remaining funds were used, together with cash on hand, to fund a $280 million accelerated share repurchase agreement. In December 2025, the Master Issuer completed a refinancing transaction with respect to this facility under which the Master Issuer issued the Series 2025-1 Class A-2 Notes with initial principal amounts totaling $750 million. The net proceeds from the sale of the Series 2025-1 Class A-2 Notes were used to repay in full the Master Issuer’s outstanding Series 2022-1 Class A-2-I Notes, including the payment of transaction costs. The remaining funds were used, together with cash on hand, to fund a $350 million accelerated share repurchase agreement. In February 2022 and December 2025, the Master Issuer also issued the Series 2022-1 Class A-1 Notes and the Series 2025-1 Class A-1 Notes, both of which allow for the drawing of up to $75 million of Variable Funding Notes (the “2022 Variable Funding Notes” and “2025 Variable Funding Notes”), including letters of credit facilities. The 2022 and 2025 Variable Funding Notes are both undrawn as of December 31, 2025. Except as noted above, there were no material changes to the terms of any debt obligations in the year ended December 31, 2025. The Company was in compliance with its debt covenants as of December 31, 2025. See Note 10 to the consolidated financial statements contained in Item 8 herein for further information related to our long-term debt obligations. 57 Table of Contents Share Repurchase Program 2022 share repurchase program On November 4, 2022, the Company’s board of directors approved a share repurchase program of up to $500.0 million. During the year ended December 31, 2023, the Company repurchased and retired 1,698,753 shares of Class A common stock for a total cost of $125.0 million. A share repurchase excise tax of $1.0 million was also incurred as a result of new legislation that went into effect beginning in 2023. On June 12, 2024, the Company entered into a $280.0 million accelerated share repurchase agreement (the “2024 ASR Agreement”) with Citibank, N.A. (the “Bank”). Pursuant to the terms of the 2024 ASR Agreement, on June 14, 2024, the Company paid the Bank $280.0 million in cash and received 3,090,507 shares of the Company’s Class A common stock, which were retired, and the Company recorded an increase to accumulated deficit of $224.0 million, representing 80% of the total 2024 ASR Agreement value based on the closing price of the Company’s Class A common stock on the commencement date of the transaction. Final settlement of the 2024 ASR Agreement occurred on September 16, 2024. At final settlement, the Bank delivered 668,432 additional shares of the Company’s Class A common stock, which were retired by the Company. The final number of shares repurchased was determined based on the volume-weighted average stock price of the Company’s Class A common stock of $76.88 during the term of the transaction, less a discount and subject to adjustments pursuant to the terms and conditions of the 2024 ASR Agreement. The 2024 ASR Agreement had been evaluated as an unsettled forward contract indexed to our Class A common stock, with $56.0 million classified as an increase to accumulated deficit at the original date of payment. Additionally, the Company repurchased and retired 313,834 shares of Class A common stock for a total cost of $20.0 million during the year ended December 31, 2024. A share repurchase excise tax of $2.5 million was recorded in connection with the Company’s share repurchases during the year ended December 31, 2024. 2024 share repurchase program On June 13, 2024, the Company’s board of directors approved a share repurchase program of up to $500.0 million (the “2024 Share Repurchase Program”) to replace the 2022 share repurchase program, contingent upon the completion of the 2024 ASR Agreement. The 2024 Share Repurchase Program became effective on September 16, 2024 upon the completion of the 2024 ASR Agreement. On December 12, 2025, the Company entered into a $350.0 million accelerated share repurchase agreement (the “2025 ASR Agreement”) with the Bank. Pursuant to the terms of the 2025 ASR Agreement, on December 16, 2025, the Company paid the Bank $350.0 million in cash and received 2,548,234 shares of the Company’s Class A common stock, which were retired, and the Company recorded an increase to accumulated deficit of $280.0 million, representing 80% of the total 2025 ASR Agreement value based on the closing price of the Company’s Class A common stock on the commencement date of the transaction. Subsequent to the year ended December 31, 2025, final settlement of the 2025 ASR Agreement occurred on January 12, 2026, where the Bank delivered 754,644 additional shares of the Company’s Class A common stock, and which were retired by the Company. The final number of shares repurchased was determined based on the volume-weighted average stock price of the Company’s Class A common stock of $108.76 during the term of the transaction, less a discount and subject to adjustments pursuant to the terms and conditions of the 2025 ASR Agreement. Additionally, the Company repurchased and retired 1,502,411 shares of Class A common stock for a total cost of $150.0 million during the year ended December 31, 2025. A share repurchase excise tax of $4.2 million was recorded in connection with the Company’s share repurchases during the year ended December 31, 2025. The timing of purchases and amount of stock repurchased will be subject to the Company’s discretion and will depend on market and business conditions, the Company’s general working capital needs, stock price, applicable legal requirements and other factors. Our ability to repurchase shares at any particular time is also subject to the terms of the Indenture governing the Securitized Senior Notes. Purchases may be effected through one or more open market transactions, privately negotiated transactions, transactions structured through investment banking institutions, or a combination of the foregoing. The Company may terminate the program at any time. 58 Table of Contents Contractual Obligations and Commitments The following table presents contractual obligations and commercial commitments as of December 31, 2025. (in thousands) Short Term Long Term Total Long-term debt(1) $ 23,875  $ 2,490,313  $ 2,514,188  Interest on long-term debt(2) 124,886  567,527  692,413  Obligations under tax benefit arrangements(3) 55,518  360,273  415,791  Operating and finance leases 87,231  546,684  633,915  Advertising commitments(4) 75,945  1,062  77,007  Purchase obligations(5) 28,410  —  28,410  Total contractual obligations $ 395,865  $ 3,965,859  $ 4,361,724  (1) Long-term debt payments include scheduled principal payments only. (2)Interest on long-term debt is based on the contractual interest rate through the anticipated repayment dates of the outstanding senior secured notes. (3) Timing of payments under tax benefit arrangements is estimated. (4) Advertising purchase commitments include commitments for the NAFs. (5) Purchase obligations consists of open purchase orders primarily related to equipment to be sold to franchisees. For the majority of our equipment purchase obligations, our policy is to require the franchisee to provide us with either a deposit or proof of a committed financing arrangement. Off-Balance Sheet Arrangements As of December 31, 2025, our off-balance sheet arrangements consisted of guarantees of lease agreements for certain franchisees. Our maximum total commitment under these agreements is approximately $3.7 million and would only require payment upon default by the primary obligor. The estimated fair value of these guarantees at December 31, 2025 was not material, and no accrual has been recorded for our potential obligation under these arrangements. In 2019, in connection with a real estate partnership, the Company began guaranteeing certain leases of its franchisees up to a maximum period of 10 years, with earlier expiration dates if certain conditions are met. See Note 17 to our consolidated financial statements included elsewhere in this Form 10-K for more information regarding these operating leases and guarantees. Critical Accounting Policies and Estimates Our discussion and analysis of operating results and financial condition are based upon our consolidated financial statements included elsewhere in this Form 10-K. The preparation of our financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures of contingent assets and liabilities. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Actual results may differ from those estimates. While estimates and judgments are applied in arriving at many reported amounts, we believe that the following critical accounting estimates involve a higher degree of judgment and complexity. Business combinations We account for business combinations using the purchase method of accounting which results in the assets acquired and liabilities assumed being recorded at fair value at the date of acquisition. The excess costs of acquired businesses over the fair values of the assets acquired and liabilities assumed will be recognized as goodwill. The valuation methodologies used are based on the nature of the asset or liability. The significant assets and liabilities measured at fair value include property and equipment, intangible assets, and favorable and unfavorable leases. For the 2012 Acquisition, intangible assets consisted of trade and brand names, member relationships, franchisee relationships related to both our franchise and equipment segments, non-compete agreements, order backlog and favorable and unfavorable leases. For other acquisitions, which consist of acquisitions of clubs from franchisees, intangible assets generally consist of member relationships, re-acquired franchise rights, and favorable and unfavorable leases. The Company uses a variety of information sources to determine the estimated fair values of acquired assets and liabilities, including third-party valuation experts. The fair value of trade and brand names is estimated using the relief from royalty method, an income approach to valuation, which includes projecting future system-wide sales and other estimates. Membership relationships and franchisee relationships are valued based on an estimate of future revenues and costs related to the respective contracts over the remaining expected lives. Our valuation includes assumptions related to the projected attrition and renewal 59 Table of Contents rates on those existing franchise and membership arrangements being valued. Re-acquired franchise rights are valued using an excess earnings approach. The valuation of re-acquired franchise rights is determined using a multi-period excess earnings method under the income approach. For re-acquired franchise rights with terms that are either favorable or unfavorable (from our perspective) to the terms included in our current franchise agreements, a gain or charge is recorded at the time of the acquisition to the extent of the favorability or unfavorability, respectively. Favorable and unfavorable operating leases are recorded based on differences between contractual rents under the respective lease agreements and prevailing market rents at the lease acquisition date, and are recorded as a component of the right-of-use (“ROU”) asset. Real and personal property asset valuation is determined using the replacement cost approach. Income taxes Deferred income taxes are recognized for the expected future tax consequences attributable to temporary differences between the carrying amount of the existing tax assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied in the years in which temporary differences are expected to be recovered or settled. The principal items giving rise to temporary differences are the use of accelerated depreciation and certain basis differences resulting from acquisitions and the recapitalization transactions. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. In determining the provision for income taxes, we make estimates and judgments which affect our evaluation of the carrying value of our deferred tax assets as well as our calculation of certain tax liabilities. We evaluate the carrying value of our deferred tax assets on a quarterly basis. In completing this evaluation, we consider all available positive and negative evidence. Such evidence includes historical operating results, the existence of cumulative earnings and losses in the most recent fiscal years, taxable income in prior carryback year(s) if permitted under the tax law, expectations for future pre-tax operating income, the time period over which our temporary differences will reverse, and the implementation of feasible and prudent tax planning strategies. Estimating future taxable income is inherently uncertain and requires judgment. As of December 31, 2025, we had $405.5 million of net deferred tax assets, net of valuation allowances. We expect to realize future tax benefits related to the utilization of these assets. As of December 31, 2025, the Company has provided a valuation allowance of $10.4 million against the portion of its deferred tax assets for which the Company does not have sufficient positive evidence to support its recoverability. We recognize the effects of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Tax Benefit Arrangements As described in Note 16 to the consolidated financial statements included in Part II, Item 8, we are a party to the tax benefit arrangements under which we are contractually committed to pay certain non-controlling interest holders 85% of the amount of any tax benefits that we actually realize, or in some cases are deemed to realize, as a result of certain transactions. Amounts payable under the tax benefit arrangements are contingent upon, among other things, (i) generation of future taxable income over the term of the tax benefit arrangements and (ii) future changes in tax laws. If we do not generate sufficient taxable income in the aggregate over the term of the tax benefit arrangements to utilize the tax benefits, then we would not be required to make the related payments. Therefore, we would only recognize a liability for tax benefit arrangement payments if we determine it is probable that we will generate sufficient future taxable income over the term of the tax benefit arrangements to utilize the related tax benefits. Estimating future taxable income is inherently uncertain and requires judgment. In projecting future taxable income, we consider our historical results and incorporate certain assumptions. As of December 31, 2025, we recognized $415.8 million of liabilities relating to our obligations under the tax benefit arrangements. We concluded that we would have sufficient future taxable income to utilize all of the related tax benefits generated by all transactions that occurred. Changes in the liability resulting from historical exchanges under these tax benefit arrangements may occur based on changes in anticipated future taxable income, changes in applicable tax rates or other changes in tax attributes that may occur and impact the expected future tax benefits to be received by the Company. Changes in the projected liability under these tax benefit arrangements are and will be recorded as a component of other income (expense) each period. The projection of future taxable income involves significant judgment. Actual taxable income may differ from estimates, which could significantly impact the liability under the tax benefit arrangements and the Company’s consolidated results of operations.  60 Table of Contents Investments and allowance for expected credit losses Our held-to-maturity debt security is reported at amortized cost. We reserve for expected credit losses on our held-to-maturity debt securities through the allowance for expected credit losses. The allowance for expected credit losses estimate reflects a lifetime loss estimate and is based on historical loss information for assets with similar risk characteristics, adjusted for management’s expectations. Adjustments for management’s expectations may be based on factors such as investee earnings performance, recent financing rounds at reduced valuations, changes in the regulatory, economic or technological environment of an investee or doubt about an investee’s ability to continue as a going concern. An increase or a decrease in the allowance for expected credit losses is recorded through other gain (loss) as a credit loss expense or a reversal thereof. The allowance for expected credit losses is presented as a deduction from the amortized cost of the held-to-maturity debt securities. A held-to-maturity investment security and its allowance for expected credit losses is written off when deemed uncollectible.