Planet Fitness, Inc. 8-K Filing

Ticker: PLNT · Form: 8-K · Filed: Dec 15, 2025 · CIK: 1637207

Planet Fitness, Inc. 8-K Filing Summary
FieldDetail
CompanyPlanet Fitness, Inc. (PLNT)
Form Type8-K
Filed DateDec 15, 2025
Pages11
Reading Time14 min
Key Dollar Amounts$0.0001, $400 million, $350 million, $75 million, $410 m
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a 8-K filing submitted by Planet Fitness, Inc. (ticker: PLNT) to the SEC on Dec 15, 2025.

What are the key financial figures in this filing?

Key dollar amounts include: $0.0001 (which registered Class A common stock, $0.0001 Par Value PLNT New York Stock Exchange); $400 million (ransaction, pursuant to which it issued $400 million in aggregate principal amount of Series); $350 million (s A-2-I (the " Class A-2-I Notes ") and $350 million in aggregate principal amount of Series); $75 million (y that allows for the issuance of up to $75 million in Series 2025-1 Variable Funding Senio); $410 m (ad a principal balance of approximately $410 million, to pay the transaction costs and).

How long is this filing?

Planet Fitness, Inc.'s 8-K filing is 11 pages with approximately 3,385 words. Estimated reading time is 14 minutes.

Where can I view the full 8-K filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 3,385 words · 14 min read · ~11 pages · Grade level 12.5 · Accepted 2025-12-15 16:41:49

Key Financial Figures

  • $0.0001 — which registered Class A common stock, $0.0001 Par Value PLNT New York Stock Exchange
  • $400 million — ransaction, pursuant to which it issued $400 million in aggregate principal amount of Series
  • $350 million — s A-2-I (the " Class A-2-I Notes ") and $350 million in aggregate principal amount of Series
  • $75 million — y that allows for the issuance of up to $75 million in Series 2025-1 Variable Funding Senio
  • $410 m — ad a principal balance of approximately $410 million, to pay the transaction costs and
  • $500 million — under the ASR Agreement as part of its $500 million share repurchase authorization (the "Sh
  • $350 Million — . 99.2 Planet Fitness, Inc. Announces $350 Million Accelerated Share Repurchase Program, d

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securitization Transaction On December 15, 2025 (the " Closing Date "), Planet Fitness Master Issuer LLC, a limited-purpose, bankruptcy remote, indirect subsidiary of the Company (the " Master Issuer "), completed its previously announced refinancing transaction, pursuant to which it issued $400 million in aggregate principal amount of Series 2025-1 5.274% Fixed Rate Senior Secured Notes, Class A-2-I (the " Class A-2-I Notes ") and $350 million in aggregate principal amount of Series 2025-1 5.649% Fixed Rate Senior Secured Notes, Class A-2-II (the " Class A-2-II Notes " and together with the Class A-2-I Notes, the " Class A-2 Notes ") in an offering exempt from registration under the Securities Act of 1933, as amended (the " Securities Act "). In connection with the issuance of the Class A-2 Notes, the Master Issuer also entered into the previously announced revolving financing facility that allows for the issuance of up to $75 million in Series 2025-1 Variable Funding Senior Notes, Class A-1 (the "Variable Funding Notes"), and certain letters of credit, all of which are currently undrawn. The Variable Funding Notes are in addition to the Master Issuer's existing revolving financing facility. The Class A-2 Notes and the Variable Funding Notes are referred to collectively as the "Notes." The Notes were issued in a securitization transaction pursuant to which substantially all of the Company's revenue-generating assets in the United States are held by the Master Issuer and certain other limited-purpose, bankruptcy remote, wholly-owned direct and indirect subsidiaries of the Master Issuer that act as Guarantors of the Notes and that have pledged substantially all of their assets to secure the Notes. The Notes were issued under an Amended and Restated Base Indenture dated as of February 10, 2022 (the " A&R Base Indenture "), a copy of which is filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Co

Use of Proceeds

Use of Proceeds A portion of the net proceeds of the offering has been or will be used to repay in full the Series 2022-1 Class A-2-I Notes, which as of September 30, 2025, had a principal balance of approximately $410 million, to pay the transaction costs and fund the reserve accounts associated with the securitized financing facility and for general corporate purposes, which may include funding share repurchases by the Company. The foregoing summaries do not purport to be complete and are subject to, and qualified in their entirety by reference to, the complete copies of the Supplement No. 2 to A&R Base Indenture, dated the Closing Date, a copy of which is attached hereto as Exhibit 4.1, the Series 2025-1 Supplement, dated the Closing Date, a copy of which is attached hereto as Exhibit 4.2, the Supplement No. 1 to A&R Base Indenture, dated June 12, 2024, which is filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on June 12, 2024, the A&R Base Indenture dated February 10, 2022, which is filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on February 10, 2022, the Guarantee and Collateral Agreement dated August 1, 2018, which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on August 1, 2018, the Management Agreement dated August 1, 2018, which is filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on August 1, 2018, the Amendment No. 1 to the Management Agreement dated February 10, 2022, which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on February 10, 2022, the Amendment No. 2 to the Management Agreement dated June 12, 2024, which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on June 12, 2024, the Amendment No. 3 to the Management Agreement dated the Closing Date, a copy of which is attached hereto as Exhibit 10.1, and the Variable Funding Note Purchase Agreement, a copy of which is attach

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. The descriptions in Item 1.01 are incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The descriptions in Item 1.01 are incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. On December 15, 2025, the Company issued a press release announcing the completion of its securitization transaction. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. In addition, on December 15, 2025, the Company issued a press release announcing its entry into an accelerated share repurchase program (the "ASR") and that its Board of Directors approved an increase to its share repurchase authorization to a total of $500 million (after giving effect to the ASR). A copy of the press release is filed herewith as Exhibit 99.2 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Supplement No. 2 to A&R Base Indenture, dated December 15, 2025, between Planet Fitness Master Issuer LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities Intermediary. 4.2 Series 2025-1 Supplement, dated December 15, 2025, between Planet Fitness Master Issuer LLC, as Master Issuer, and Citibank, N.A., as Trustee and Series 2025-1 Securities Intermediary. 10.1 Amendment No. 3 to Management Agreement, dated December 15, 2025, among Planet Fitness Master Issuer LLC, Planet Fitness SPV Guarantor LLC, certain subsidiaries of Planet Fitness Master Issuer LLC party thereto, Planet Fitness Holdings, LLC, as Manager, and Citibank, N.A., as Trustee. 10.2 Class A-1 Note Purchase Agreement dated December 15, 2025, among Planet Fitness Master Issuer LLC, as Master Issuer, Planet Fitness SPV Guarantor LLC, Planet Fitness Franchising LLC, Planet Fitness Assetco LLC and Planet Fitness Distribution LLC, each as Guarantor, Planet Fitness Holdings, LLC, as manager, certain conduit investors and financial institutions and funding agents, Morgan Stanley Bank, N.A., as provider of letters of credit and committed note purchaser, and Morgan Stanley Asset Funding, Inc., as administrative agent. 10.3 Fixed Dollar Accelerated Share Repurchase Transaction Confirmation, between Planet Fitness, Inc. and Citibank, N.A. dated December 12, 2025. 99.1 Planet Fitness, Inc. Announces Completion of Refinancing Transaction, dated December 15, 2025. 99.2 Planet Fitness, Inc. Announces $350 Million Accelerated Share Repurchase Program, dated December 15, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PLANET FITNESS, INC. By: /s/ Jay Stasz Name: Tit

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