Planet Fitness (PLNT) CMO settles tax on RSU vesting with 220 withheld shares

Rhea-AI Filing Summary

Planet Fitness Chief Marketing Officer Brian Povinelli had 220 shares of Class A common stock withheld to cover taxes on restricted stock vesting. The footnote explains these shares were retained by the company, pursuant to a prior written election, to pay taxes on the vesting of 903 restricted stock units. Following this tax-withholding disposition, Povinelli directly holds 8,900 shares of Planet Fitness Class A common stock. This is a routine compensation-related event rather than an open-market trade.

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)
03/15/2026

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	03/15/2026		F		220	D	$73.62(1)	8,900	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 220 shares of stock, pursuant to a prior written election, to pay the taxes associated with the vesting of 903 restricted stock units.

Remarks:

	/s/Darrell Chichester, Attorney-in-Fact	03/17/2026
	** 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 did Planet Fitness (PLNT) CMO Brian Povinelli report in this Form 4?

Brian Povinelli reported a tax-related share disposition. 220 Planet Fitness Class A shares were withheld to cover taxes on the vesting of 903 restricted stock units, a routine compensation and tax-settlement event rather than an open-market trade.

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

The filing shows 220 shares of Planet Fitness Class A common stock were withheld. According to the footnote, this covered taxes associated with the vesting of 903 restricted stock units under a prior written tax-withholding election.

Did Planet Fitness (PLNT) CMO Brian Povinelli sell shares on the open market?

No, the Form 4 reflects a tax-withholding disposition, not an open-market sale. 220 shares were withheld by the company to satisfy tax obligations arising from the vesting of 903 restricted stock units granted as equity compensation.

How many Planet Fitness (PLNT) shares does Brian Povinelli hold after this transaction?

After the tax-withholding disposition, Brian Povinelli directly owns 8,900 Planet Fitness Class A common shares. This post-transaction holding is disclosed in the Form 4 as the total shares beneficially owned following the reported event.

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

The transaction was triggered by the vesting of 903 restricted stock units. Under a prior written election, 220 Planet Fitness shares were withheld to pay the associated tax liability, which is standard practice for equity-based compensation awards.