Planet Fitness plans $750M securitized debt offering at fixed rates

Planet Fitness, Inc. announced that certain subsidiaries have entered into a Note Purchase Agreement to issue and sell a total of $750 million in securitized debt.

Rhea-AI Filing Summary

Planet Fitness, Inc. announced that certain subsidiaries have entered into a Note Purchase Agreement to issue and sell a total of $750 million in securitized debt. The financing consists of $400 million Series 2025-1 5.274% Fixed Rate Senior Secured Notes, Class A-2-I with an anticipated five-year repayment term, and $350 million Series 2025-1 5.649% Fixed Rate Senior Secured Notes, Class A-2-II with an anticipated seven-year repayment term.

The notes are being sold in a transaction exempt from registration under the Securities Act of 1933 and are issued by Planet Fitness Master Issuer LLC, an indirect subsidiary, with several related subsidiaries acting as guarantors. Closing is anticipated on or around December 15, 2025, subject to customary closing conditions.

Insights

Capital structure and credit analyst

Planet Fitness arranges $750 million in fixed-rate securitized debt with staggered maturities.

Planet Fitness is adding a substantial layer of structured, fixed-rate debt through its indirect subsidiary, Planet Fitness Master Issuer LLC. The transaction totals $750 million, split between a five-year Class A-2-I tranche at a 5.274% fixed rate and a seven-year Class A-2-II tranche at 5.649%. Several operating subsidiaries guarantee the notes, which are described as senior secured.

The securitized format typically pledges specific cash flows to investors, and the fixed coupons lock in interest cost over the anticipated terms. Actual impact will depend on how the company uses this financing and how it manages existing obligations, items not detailed in the excerpt. The agreement includes customary closing conditions, with completion anticipated on or around December 15, 2025, so subsequent disclosures may clarify final terms and balance sheet effects.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

What financing did Planet Fitness (PLNT) announce in this 8-K?

Planet Fitness disclosed that subsidiaries agreed to issue and sell $750 million in securitized senior secured notes under a Note Purchase Agreement.

How is the new Planet Fitness (PLNT) securitized debt structured?

The financing includes $400 million Series 2025-1 5.274% Fixed Rate Senior Secured Notes, Class A-2-I with a five-year anticipated repayment term, and $350 million Series 2025-1 5.649% Fixed Rate Senior Secured Notes, Class A-2-II with a seven-year anticipated repayment term.

When is the new Planet Fitness (PLNT) debt transaction expected to close?

The offering is anticipated to close on or around December 15, 2025, subject to satisfaction of customary closing conditions.

Are the new Planet Fitness (PLNT) notes registered with the SEC?

The Class A-2 Notes are being offered in a transaction exempt from registration under the Securities Act of 1933, as amended.

Which Planet Fitness (PLNT) entities are involved in the securitized notes issuance?

Planet Fitness Master Issuer LLC is the issuer, with several subsidiaries including Planet Fitness SPV Guarantor LLC, Planet Fitness Franchising LLC, Planet Fitness Assetco LLC and Planet Fitness Distribution LLC acting as guarantors, alongside Planet Fitness Holdings, LLC as manager and parent entities named in the agreement.

Where can investors find the full terms of the Planet Fitness (PLNT) Note Purchase Agreement?

The Note Purchase Agreement is filed as Exhibit 1.1, and a press release titled "Planet Fitness Prices $750 Million Securitized Financing Facility" is filed as Exhibit 99.1.

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

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Accepted by SEC EDGAR 12/05/2025 - 05:04 PM Learn about SEC filing dates

0001637207false00016372072025-12-052025-12-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

December 5, 2025

Date of Report (Date of earliest event reported)  

 Planet Fitness, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37534

38-3942097

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

4 Liberty Lane West

Hampton, NH 03842

(Address of principal executive offices)

(Zip Code)

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

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A common stock, $0.0001 Par Value			PLNT			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

This current report is neither an offer to sell nor a solicitation of an offer to buy any securities of Planet Fitness, Inc. (the “Company”) or any subsidiary of the Company.

Item 1.01 Entry into a Material Definitive Agreement.

Class A-2 Notes

On December 5, 2025, Planet Fitness Master Issuer LLC, a limited-purpose, bankruptcy remote, indirect subsidiary of the Company (the “Master Issuer”), Planet Fitness Holdings, LLC (the “Manager”), Planet Fitness SPV Guarantor LLC, Planet Fitness Franchising LLC, Planet Fitness Assetco LLC and Planet Fitness Distribution LLC, each of which is a limited-purpose, bankruptcy remote, wholly-owned direct or indirect subsidiary of the Manager (collectively, the “Guarantors”), the Company, Planet Intermediate, LLC and Pla-Fit Holdings, LLC, entered into a Note Purchase Agreement (the “Purchase Agreement”), with Guggenheim Securities, LLC, as representative of the several initial purchasers, relating to the issuance and sale of $750 million aggregate principal amount of notes consisting of $400 million Series 2025-1 5.274% Fixed Rate Senior Secured Notes, Class A-2-I with an anticipated repayment term of five years, and $350 million Series 2025-1 5.649% Fixed Rate Senior Secured Notes, Class A-2-II with an anticipated repayment term of seven years (together, the “Class A-2 Notes”) in an offering exempt from registration under the Securities Act of 1933, as amended. The Purchase Agreement contains customary closing conditions and the offering is anticipated to close on or around December 15, 2025 (the “Closing Date”), subject to satisfaction of various closing conditions.

The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 1.1.

Item 8.01 Other Events.

 On December 5, 2025, Planet Fitness, Inc. issued a press release announcing that certain of its subsidiaries have priced a new series of securitized debt. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
1.1						Purchase Agreement dated December 5, 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, the Company and Planet Intermediate, LLC and Pla-Fit Holdings, LLC, as parent companies, and Guggenheim Securities, LLC, as representative of the several initial purchasers.
99.1						Planet Fitness Prices $750 Million Securitized Financing Facility, dated December 5, 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: Title:						Jay Stasz Chief Financial Officer

Dated: December 5, 2025