Planet Fitness (PLNT) CEO has shares withheld to pay taxes on RSU vesting

Rhea-AI Filing Summary

Planet Fitness, Inc. reported a routine tax-related share disposition by Chief Executive Officer Colleen Keating. On the vesting of 8,725 restricted stock units, 4,219 shares of Class A common stock were withheld at a price of $73.62 per share to cover tax obligations.

These shares were not sold on the open market; they were retained by the company to satisfy taxes due on the equity award. After this transaction, Keating directly holds 136,511 shares of Planet Fitness Class A common stock, indicating she continues to maintain a substantial equity stake.

Insights

Insider transactions analyst

CEO’s filing shows routine tax withholding on RSU vesting, not an open-market sale.

The filing shows Colleen Keating, CEO of Planet Fitness, had 4,219 shares withheld to pay taxes on the vesting of 8,725 restricted stock units. Code F events like this are mechanical and tied to compensation, not discretionary trading.

The shares were valued at $73.62 each for tax purposes, and Keating still directly owns 136,511 shares afterward. Because the disposition is small relative to her holdings and not market-driven, it provides limited insight into her view of the stock and is best seen as routine administration of equity compensation.

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

OMB APPROVAL

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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^*

Keating Colleen

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		4,219	D	$73.62(1)	136,511	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 4,219 shares of stock, pursuant to a prior written election, to pay the taxes associated with the vesting of 8,725 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) CEO Colleen Keating report in this Form 4?

Colleen Keating reported a tax-related share disposition. The company withheld 4,219 Planet Fitness Class A shares to pay taxes due on the vesting of 8,725 restricted stock units granted as part of her equity compensation.

Was the Planet Fitness (PLNT) CEO’s Form 4 a stock sale on the open market?

No, it was not an open-market sale. The 4,219 Planet Fitness shares were withheld by the company to satisfy tax obligations on restricted stock unit vesting, a common administrative step in equity compensation plans rather than a discretionary sale decision.

How many Planet Fitness (PLNT) shares were involved in the CEO’s tax withholding?

The transaction involved 4,219 shares of Planet Fitness Class A common stock. These shares were withheld at a value of $73.62 per share to cover taxes triggered by the vesting of 8,725 restricted stock units awarded to the CEO.

How many Planet Fitness (PLNT) shares does the CEO hold after this Form 4 transaction?

After the tax-withholding disposition, Colleen Keating directly holds 136,511 Planet Fitness Class A shares. This post-transaction position shows she retains a significant equity stake in the company despite the small number of shares withheld for tax payments.

What does transaction code F mean in the Planet Fitness (PLNT) CEO’s Form 4?

Transaction code F indicates shares were used to pay taxes or an exercise price. For Planet Fitness, 4,219 shares were withheld to cover taxes on vesting restricted stock units, reflecting a compensation-related event rather than a voluntary purchase or sale in the market.