Planet Fitness, Inc. Announces $350 Million Accelerated Share Repurchase Program

Planet Fitness (NYSE: PLNT) entered a $350 million accelerated share repurchase (ASR) agreement with Citibank, under Planet Fitness's existing $500 million 2024 repurchase authorization.

Rhea-AI Summary

Planet Fitness (NYSE: PLNT) entered a $350 million accelerated share repurchase (ASR) agreement with Citibank, under Planet Fitness's existing $500 million 2024 repurchase authorization.

Planet Fitness will pay $350 million in cash and initially receive ~2.5 million Class A shares (about 80% of expected repurchases); final share count will be determined by VWAP minus an agreed discount with settlement expected no later than Q1 2026. The company also authorized a new $500 million 2025 repurchase program that becomes effective upon completion of the ASR.

As of Sept 30, 2025 Planet Fitness reported ~20.7 million members and 2,795 clubs worldwide.

Positive

• $350 million ASR agreement executed with Citibank
• Initial receipt of ~2.5 million Class A shares (~80% of expected repurchase)
• Board authorized new $500 million 2025 repurchase program effective after ASR

Negative

• Immediate $350 million cash outflow to Citibank reduces available liquidity
• Final settlement may require additional share delivery or cash payment, creating uncertainty
• Repurchases subject to indenture and market conditions, so timing/amounts may be restricted

Argus Dec 16 session

-0.29% close to close Open Argus

Details

News Market Reaction – PLNT

On Dec 16, the first trading day after this news, PLNT closed 0.29% below the previous close.

Data tracked by StockTitan Argus for the Dec 16 session.

Market Context

This announcement details a $350 million accelerated share repurchase and a new $500 million authori...

Analysis

This announcement details a $350 million accelerated share repurchase and a new $500 million authorization that will replace the 2024 program upon ASR completion. It builds on recent disclosures that refinancing could support general corporate purposes including repurchases. Investors may focus on how the ASR’s final share count is determined by volume-weighted average prices, the company’s leverage profile after recent securitized financing, and ongoing growth in members and club count as key metrics to monitor.

Key Figures

ASR size: $350 million Initial shares received: ≈2.5 million shares ASR upfront proportion: ≈80% +5 more

ASR size

$350 million

Accelerated share repurchase agreement with Citibank

Initial shares received

≈2.5 million shares

Initial delivery under ASR, about 80% of expected total

ASR upfront proportion

≈80%

Portion of total expected ASR shares delivered at inception

2025 repurchase program

$500 million

New share repurchase authorization effective after ASR completion

2024 remaining authorization

$350 million

Remaining capacity before giving effect to the ASR Agreement

Members

≈20.7 million

Member count as of September 30, 2025

Club count

2,795 clubs

Locations across multiple countries as of September 30, 2025

Franchised mix

More than 90%

Share of clubs owned and operated by independent franchisees

Historical Context

5 past events · Latest: Dec 05

5 events

1. Dec 05

   Debt financing

   24h Move

   -1.7%

   Priced $750M securitized facility in two fixed-rate tranches plus variable note.

2. Dec 01

   Refinancing plan

   24h Move

   -2.6%

   Proposed $750M–$850M securitized notes to refinance existing 2022-1 debt.

3. Nov 13

   Investor Day targets

   24h Move

   +3.2%

   Set 2026–2028 growth algorithm and strategic imperatives for global expansion.

4. Nov 06

   Q3 2025 earnings

   24h Move

   +12.6%

   Double-digit revenue growth, strong same-club sales, higher guidance, and buybacks.

5. Oct 30

   Investor Day announcement

   24h Move

   -1.7%

   Scheduled Investor Day with strategy and multi-year financial targets overview.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

accelerated share repurchase agreement, volume-weighted average prices, indenture

3 terms

accelerated share repurchase agreement financial

"it has entered into a $350 million accelerated share repurchase agreement"

An accelerated share repurchase agreement is a deal where a company quickly buys back its own shares by paying a financial institution up front, while the institution delivers shares it borrows and settles the exact quantity later based on market prices. For investors this matters because it immediately reduces the number of shares outstanding and can boost per-share earnings, change cash and leverage levels, and signal management’s view on the stock’s value.

volume-weighted average prices financial

"based on the average of the daily volume-weighted average prices of the Company's Class A common stock"

Volume-weighted average price (VWAP) is the average trading price of a stock over a set period, where each trade’s price is weighted by how many shares were exchanged, so large trades influence the average more than small ones. Investors and traders use VWAP like a yardstick to judge whether a trade occurred at a good price relative to the market overall, similar to comparing the average price per pound when shopping where bigger purchases shift the average.

indenture regulatory

"subject to the terms of the indenture governing its outstanding notes"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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HAMPTON, N.H., Dec. 15, 2025 /PRNewswire/ -- Planet Fitness, Inc. (NYSE: PLNT) (the "Company") today announced that it has entered into a $350 million accelerated share repurchase agreement (the "ASR Agreement") with Citibank, N.A. (the "Bank"). The Company will acquire shares under the ASR Agreement as part of its $500 million share repurchase authorization previously announced on June 13, 2024 (the "2024 Share Repurchase Program"). As of December 15, 2025, before giving effect to the ASR Agreement, approximately $350 million remained available for share repurchases pursuant to the 2024 Share Repurchase Program.

Pursuant to the terms of the ASR Agreement, the Company will pay the Bank $350 million in cash and will initially receive approximately 2.5 million shares of the Company's Class A common stock, which is approximately 80% of the shares of the Company's Class A common stock it expects to repurchase under the ASR Agreement. The total number of shares to be repurchased will be based on the average of the daily volume-weighted average prices of the Company's Class A common stock during the term of the transaction, less an agreed discount and subject to potential adjustments pursuant to the terms and conditions of the ASR Agreement. At final settlement, the Bank may be required to deliver additional shares of Class A common stock to the Company, or under certain circumstances, the Company may be required to deliver shares of Class A common stock or to make a cash payment, at its election, to the Bank. The final settlement of the transaction under the ASR Agreement is expected to occur no later than the first quarter of 2026.

Share Repurchase Authorization

The Company today also announced that its Board of Directors has authorized a new share repurchase program of up to $500 million (the "2025 Share Repurchase Program"), contingent upon, and effective at the completion of the ASR Agreement, to replace the existing 2024 Share Repurchase Program. The timing of the purchases and the amount of stock repurchased is 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. The Company's ability to repurchase shares at any particular time is also subject to the terms of the indenture governing its outstanding 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 is not obligated under the program to acquire any particular amount of stock and can suspend or terminate the program at any time.

About Planet Fitness
Founded in 1992 in Dover, NH, Planet Fitness is one of the largest and fastest-growing franchisors and operators of fitness centers in the world by number of members and locations. As of September 30, 2025, Planet Fitness had approximately 20.7 million members and 2,795 clubs in all 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico, Australia and Spain. The Company's mission is to enhance people's lives by providing a high-quality fitness experience in a welcoming, non-intimidating environment, which we call the Judgement Free Zone®. More than 90% of Planet Fitness clubs are owned and operated by independent businessmen and women.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include the Company's statements with respect to the Company's share repurchase authorizations, certain terms and anticipated timing of the accelerated share repurchase program and other statements, estimates and projections that do not relate solely to historical facts. Forward-looking statements can be identified by words such as "expect," "anticipate," "may," "will" and similar references to future periods, although not all forward-looking statements include these identifying words. Forward-looking statements are not assurances of future performance. Instead, they are based only on the Company's current beliefs, expectations and assumptions regarding the future of the business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company's control. Actual results and financial condition may differ materially from those indicated in the forward-looking statements. Important factors that could cause our actual results to differ materially include risks and uncertainties associated with the Company's ability to consummate the refinancing transaction on terms acceptable to the Company or at all, capital markets conditions, the Company's substantial increased indebtedness as a result of the transaction and its ability to incur additional indebtedness or refinance that indebtedness in the future, the Company's future financial performance and the Company's ability to pay principal and interest on its indebtedness, competition in the fitness industry, the Company's and franchisees' ability to attract and retain members, the Company's and franchisees' ability to identify and secure suitable sites for new franchise clubs, changes in consumer demand, changes in equipment costs, the Company's ability to expand into new markets domestically and internationally, operating costs for the Company and franchisees generally, availability and cost of capital for franchisees, acquisition activity, developments and changes in laws and regulations, our substantial increased indebtedness as a result of our refinancing and securitization transactions and our ability to incur additional indebtedness or refinance that indebtedness in the future, our future financial performance and our ability to pay principal and interest on our indebtedness, our corporate structure and tax receivable agreements, failures, interruptions or security breaches of the Company's information systems or technology, adverse developments in the U.S. or global capital markets, credit markets or economies generally that could significantly impact the Company's ability to implement or realize the benefits of the accelerated share repurchase as currently planned, general economic conditions and the other factors described in the Company's annual report on Form 10-K for the year ended December 31, 2024, the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2025, as well as the Company's other filings with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in forward-looking statements, investors should not place undue reliance on forward-looking statements, which reflect the Company's views only as of the date of this press release. Except as required by law, neither the Company nor any of its affiliates or representatives undertake any obligation to provide additional information or to correct or update any information set forth in this release, whether as a result of new information, future developments or otherwise. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

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SOURCE Planet Fitness, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Planet Fitness's $350 million ASR with Citibank mean for PLNT shareholders?

The ASR uses $350 million cash to repurchase shares, initially delivering ~2.5 million Class A shares and reducing share count subject to final VWAP settlement.

When will the Planet Fitness ASR be finally settled and how is final share count determined for PLNT?

Final settlement is expected no later than Q1 2026; the total shares repurchased will be based on the average daily VWAP during the transaction term, less an agreed discount.

What is the new Planet Fitness $500 million 2025 share repurchase program and when does it start for PLNT?

The Board authorized a new $500 million program that becomes effective upon completion of the ASR and replaces the 2024 program.

How many Planet Fitness members and clubs did the company report as of Sept 30, 2025?

Planet Fitness reported approximately 20.7 million members and 2,795 clubs as of Sept 30, 2025.

Could Planet Fitness be required to pay cash or deliver shares at ASR settlement for PLNT?

Yes; depending on final VWAP and terms, the bank may deliver additional shares or the company may need to deliver shares or make a cash payment at its election.