Planet Fitness (NYSE: PLNT) CMO reports 163-share tax-withholding disposition

Rhea-AI Filing Summary

Planet Fitness Chief Marketing Officer Brian Povinelli reported a tax-related share disposition. On 02/10/2026, 163 shares of Planet Fitness Class A common stock were withheld at $93.01 per share to cover taxes due on the vesting of 548 restricted stock units, pursuant to a prior election.

After this tax-withholding disposition, Povinelli beneficially owned 4,190 shares of Class A common stock directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Povinelli Brian

(Last) (First) (Middle)

C/O PLANET FITNESS, INC.

4 LIBERTY LANE WEST

(Street)

HAMPTON NH 03842

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Planet Fitness, Inc. [ PLNT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	02/10/2026		F		163	D	$93.01(1)	4,190	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported transaction involved the withholding of 163 shares of stock, pursuant to a prior written election, to pay the taxes associated with the vesting of 548 restricted stock units.

Remarks:

	/s/Darrell Chichester, Attorney-in-Fact	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Planet Fitness (PLNT) report for Brian Povinelli?

Planet Fitness Chief Marketing Officer Brian Povinelli reported a tax-withholding disposition of 163 Class A common shares. The shares were withheld to pay taxes tied to the vesting of 548 restricted stock units, rather than sold in an open-market transaction.

Was the Planet Fitness (PLNT) insider transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition coded “F,” not an open-market sale. The 163 shares of Class A common stock were withheld to satisfy tax obligations arising from the vesting of 548 restricted stock units.

How many Planet Fitness (PLNT) shares were withheld for taxes in this Form 4?

The filing reports that 163 shares of Planet Fitness Class A common stock were withheld. This withholding covered taxes associated with the vesting of 548 restricted stock units previously granted to Chief Marketing Officer Brian Povinelli.

How many Planet Fitness (PLNT) shares does Brian Povinelli own after the transaction?

After the reported tax-withholding transaction, Brian Povinelli beneficially owned 4,190 shares of Planet Fitness Class A common stock. The ownership is reported as direct, meaning the shares are held in his own name rather than through an intermediary entity.

What does transaction code “F” mean in the Planet Fitness (PLNT) Form 4?

Transaction code “F” indicates payment of an exercise price or tax liability using securities. In this case, 163 Planet Fitness Class A shares were withheld to satisfy taxes due on the vesting of 548 restricted stock units awarded to the executive.

What triggered the tax-withholding disposition reported for Planet Fitness (PLNT)?

The disposition was triggered by the vesting of 548 restricted stock units held by Brian Povinelli. Pursuant to a prior written election, 163 Planet Fitness Class A shares were withheld to pay the associated tax liability on that vesting event.