T. Rowe Price reports 11.6M shares in Planet Fitness (PLNT)

Rhea-AI Filing Summary

T. Rowe Price Investment Management, Inc. amended a Schedule 13G reporting beneficial ownership of 11,632,065 shares of Planet Fitness Inc. Class A common stock, representing 14.7% of the class as of 03/31/2026. The filing states T. Rowe Price has sole voting power over 11,609,073 shares and sole dispositive power over 11,632,065 shares. The filing also includes a statement denying that the filer is the beneficial owner of the securities. The amendment was signed on 05/15/2026.

Insights

Institutional Ownership Analyst

Large passive holding disclosed; filer asserts non‑beneficial status.

The amendment records an institutional position of 11,632,065 shares (14.7%) as of 03/31/2026, with sole voting and dispositive powers largely aligned. This quantifies the firm's visible exposure to the company at that date.

Because the filing contains an explicit denial of beneficial ownership, the legal/constructive ownership characterization may be complex. Subsequent filings or schedules could clarify the economic interest or reporting basis.

Key Figures

Shares beneficially owned: 11,632,065 shares Percent of class: 14.7% Sole voting power: 11,609,073 shares +1 more

4 metrics

Shares beneficially owned 11,632,065 shares as of 03/31/2026

Percent of class 14.7% Class A common stock

Sole voting power 11,609,073 shares voting power reported in amendment

Sole dispositive power 11,632,065 shares dispositive power reported in amendment

Key Terms

Schedule 13G/A, beneficially owned, sole dispositive power

3 terms

Schedule 13G/A regulatory

"Amendment No. 4 ) PLANET FITNESS INC - CL A COMMON STOCK"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

beneficially owned regulatory

"Item 4. | Ownership (a) | Amount beneficially owned: 11632065"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole dispositive power regulatory

"Sole power to dispose or to direct the disposition of: 11632065"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

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

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Accepted by SEC EDGAR 05/15/2026 - 10:06 AM Learn about SEC filing dates

FAQ

What stake does T. Rowe Price report in PLNT?

T. Rowe Price reports beneficial ownership of 11,632,065 shares, representing 14.7% of Planet Fitness Class A common stock as of 03/31/2026. The filing lists voting and dispositive power figures associated with that position.

Does the filing show who receives proceeds or sold shares?

The amendment does not describe any sales or proceeds. It only reports ownership figures and voting/dispositive powers as of 03/31/2026, and includes a statement denying beneficial ownership of the securities.

What voting and disposition powers are disclosed by TRP?

T. Rowe Price discloses sole voting power over 11,609,073 shares and sole dispositive power over 11,632,065 shares of Planet Fitness Class A common stock in this amendment.

When was this Schedule 13G/A signed?

The amendment was signed by Ellen York, Vice President at T. Rowe Price, on 05/15/2026. The ownership figures in the filing are tied to the 03/31/2026 reporting date.

Does this filing confirm T. Rowe Price is the beneficial owner?

No. The filing explicitly includes a declaration denying that T. Rowe Price is the beneficial owner of the securities, despite reporting voting and dispositive powers and the 11,632,065-share figure.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

PLANET FITNESS INC - CL A

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

72703H101

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 72703H101

1

Names of Reporting Persons

T. Rowe Price Investment Management, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 11,609,073.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 11,632,065.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,632,065.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

14.7 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: PLANET FITNESS INC - CL A
(b)	Address of issuer's principal executive offices: 4 LIBERTY LANE WEST, HAMPTON, NH, 03842
Item 2.
(a)	Name of person filing: T. Rowe Price Investment Management, Inc.
(b)	Address or principal business office or, if none, residence: 1307 Point Street, Baltimore, MD 21231
(c)	Citizenship: Maryland
(d)	Title of class of securities: COMMON STOCK
(e)	CUSIP No.: 72703H101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 11632065
(b)	Percent of class: 14.7 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 11609073
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 11632065
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. T. Rowe Price Investment Management, Inc. hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that Price Investment Management is the beneficial owner of the securities referred to, which beneficial ownership is expressly denied.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

T. Rowe Price Investment Management, Inc.

Signature:	Ellen York
Name/Title:	Vice President
Date:	05/15/2026