Slides
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11.5.2026 THIRD QUARTER 2026 CONFERENCE CALL
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2 AGENDA 1 | Business & Strategy Update 2 | Q3 Financial Results & ’26 Outlook 3 | Q & A 4 | Financial Statement Exhibits 2
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3 The financial information presented in this presentation includes non-GAAP financial measures such as Adjusted EBITDA, Segment Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted to provide measures that we believe are useful to investors in evaluating the Company’s performance. These non-GAAP financial measures are supplemental measures of the Company’s performance that are neither required by, nor presented in accordance with GAAP. These financial measures should not be considered in isolation or as substitutes for GAAP financial measures such as net income or any other performance measures derived in accordance with GAAP. In addition, in the future, the Company may incur expenses or charges such as those added back to calculate these non-GAAP measures. The Company’s presentation of these non-GAAP measures should not be construed as an inference that the Company’s future results will be unaffected by similar amounts or other unusual or nonrecurring items. Same club sales refers to year-over-year sales comparisons for the same club sales base of both corporate-owned and franchisee-owned clubs, which is calculated for a given period by including only sales from clubs that had sales in the comparable months of both years. We define the same club sales base to include those clubs that have been open and for which monthly membership dues have been billed for longer than 12 months. We measure same club sales based solely upon monthly dues billed to members of our corporate-owned and franchisee-owned clubs. The non-GAAP financial measures used in our long-term growth targets will differ from their most directly comparable GAAP measures in ways similar to those in reconciliations the Company has previously provided in its disclosure with the Securities and Exchange Commission (SEC). We do not provide a reconciliation of growth targets for Adjusted EBITDA or Adjusted net income per share, diluted to the most directly comparable GAAP measure because we are not able to predict with reasonable certainty the amount or nature of all items that will be included for the applicable period. Accordingly, a reconciliation of the Company’s growth targets for these non-GAAP measures to the most directly comparable GAAP measure cannot be made available without unreasonable effort. These items are uncertain, depend on many factors and could have a material impact on our Adjusted EBITDA and Adjusted net income per share, diluted for the applicable period. This presentation contains “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include the Company’s statements with respect to expected future performance presented under the heading “2026 Outlook,” the Company's long-term strategy, growth opportunities and plans, including domestic and international club expansion and member growth, capital allocation plans and targets, share repurchases and the timing thereof, ability to deliver future shareholder value, its strategic review of domestic corporate-owned clubs and anticipated use of proceeds in connection therewith, the impact of acquisitions on the Company’s earnings, and other statements, estimates and projections that do not relate solely to historical facts. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “envision,” “estimate,” “expect,” “intend,” “may,” “might,” “goal,” “plan,” “prospect,” “predict,” “project,” “target,” “potential,” “assumption,” “will,” “would,” “could,” “should,” “continue,” “ongoing,” “contemplate,” “future,” “strategy” and similar references to future periods, although not all forward-looking statements include these identifying words. Forward-looking statements are not assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of the business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. Actual results and financial condition may differ materially from those indicated in the forward-looking statements. Important factors that could cause our actual results to differ materially include competition in the fitness industry, the Company’s and franchisees’ ability to attract and retain members, the Company’s and franchisees’ ability to identify and secure suitable sites for new franchise clubs, changes in consumer demand, changes in equipment costs, the Company’s ability to expand into new markets domestically and internationally, operating costs for the Company and franchisees generally, availability and cost of capital for franchisees, acquisition activity, developments and changes in laws and regulations, our substantial indebtedness and our ability to incur additional indebtedness or refinance that indebtedness in the future, our future financial performance and our ability to pay principal and interest on our indebtedness, our corporate structure and tax receivable agreements, failures, interruptions or security breaches of the Company’s information systems or technology, general economic conditions and the other factors described in the Company’s annual report on Form 10-K for the year ended December 31, 2025 and the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2026, as well as the Company’s other filings with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in forward-looking statements, investors should not place undue reliance on forward-looking statements, which reflect the Company’s views only as of the date of this presentation. Except as required by law, neither the Company nor any of its affiliates or representatives undertake any obligation to provide additional information or to correct or update any information set forth in this presentation, whether as a result of new information, future developments or otherwise. PRESENTATION OF FINANCIAL MEASURES & FORWARD-LOOKING STATEMENTS
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4 +1.5% Q3 21.5M / +3.9% YoY $146.2M / +3.9% YoY System-wide same club sales: Total members: Adjusted EBITDA: System-wide Total Clubs: BUSINESS SNAPSHOT1 2,962 / +6.0%YoY 1. Amounts as of September 30, 2026
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5 LONG-TERM STRATEGY & FLYWHEEL GLOBAL CLUB EXPANSION AND FRANCHISEE ENGAGEMENT PRICING ARCHITECTURE AND MEMBER EXPERIENCE MARKETING EVOLUTION AND NET MEMBER GROWTH 5 5
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DELIVERING AGAINST LONG-TERM STRATEGY Marketing evolution and net member growth INTERIM CREATIVE EVOLVED VISUAL IDENTITY DYNAMIC CREATIVE OPTIMIZATION 6
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DELIVERING AGAINST LONG-TERM STRATEGY Marketing evolution and net member growth FIRST 100 DAYS SIGNATURE EVENTS PE@PF REFRESH 7
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8 DELIVERING AGAINST LONG-TERM STRATEGY Pricing architecture and member experience BLACK CARD MODALITIES $10 CLASSIC CARD PROMO 8
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9 DELIVERING AGAINST LONG-TERM STRATEGY Global club development and growth outlook 9
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10 STRONG GLOBAL FOOTPRINT1 WE OPERATE A RESILIENT, HIGHLY FRANCHISED GLOBAL MODEL WITH 21.5M MEMBERS ACROSS SEVEN COUNTRIES. WE HAVE SIGNIFICANT RUNWAY FOR GROWTH INTERNATIONALLY, WHICH REPRESENTS ONLY ~7% OF UNITS. CANADA 91 CLUBS MEXICO 50 CLUBS SPAIN 18 CLUBS PORTUGAL 25 CLUBS AUSTRALIA 34 CLUBS PANAMA 9 CLUBS US 2,760 CLUBS 1. Club counts as of September 30, 2026, except Portugal, which was acquired in Q4 2026
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11 Q3 FINANCIAL HIGHLIGHTS1 SYSTEM-WIDE SAME CLUB SALES BLACK CARD PENETRATION TOTAL REVENUE SYSTEM-WIDE SALES Total revenue grew 9.0% year-over-year. (in millions) SWS grew 4.1% year-over-year. (in millions) System-wide same club sales were +1.5% year-over-year driven by rate. Black card penetration increased to 67.7% year-over-year. $330.3 $376.3 $337.2 $365.2 $360.0 3Q 20254Q 20251Q 20262Q 20263Q 2026$300.0 $320.0 $340.0 $360.0 $380.0 $1,296 $1,301 $1,406 $1,427 $1,349 3Q 20254Q 20251Q 20262Q 20263Q 2026$1,250 $1,300 $1,350 $1,400 $1,450 6.9% 5.7% 3.5% 1.7% 1.5% 3Q 20254Q 20251Q 20262Q 20263Q 20261.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% 66.1% 66.5% 67.3% 67.9% 67.7% 3Q 20254Q 20251Q 20262Q 20263Q 202665.0% 66.0% 67.0% 68.0% 1. Amounts as of September 30, 2026
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12 Q3 FINANCIAL HIGHLIGHTS1 NET LEVERAGE RATIO2 ADJUSTED NET INCOME PER SHARE, DILUTED ADJUSTED EBITDA Adjusted Net income per share, diluted grew 3.7% year-over-year. Adjusted EBITDA grew 3.9% year-over-year. (in millions) Our net leverage ratio remains healthy, which unlocks value creation opportunities. $0.80 $0.83 $0.74 $0.88 $0.83 3Q 20254Q 20251Q 20262Q 20263Q 2026$0.60 $0.70 $0.80 $0.90 $140.8 $146.3 $139.9 $152.8 $146.2 3Q 20254Q 20251Q 20262Q 20263Q 2026$130.0 $140.0 $150.0 $160.0 3.1x 3.6x 3.4x 3.6x 3.6x 3Q 20254Q 20251Q 20262Q 20263Q 20263.0x 3.2x 3.4x 3.6x 3.8x TOTAL CLUBS Total clubs increased 167 or 6.0% year-over-year. 2,795 2,896 2,909 2,930 2,962 3Q 20254Q 20251Q 20262Q 20263Q 20262,750 2,800 2,850 2,900 2,950 3,000 1. Amounts as of September 30, 2026 2. Net leverage ratio represents net debt divided by Adjusted EBITDA
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13 CAPITAL ALLOCATION WE ARE COMMITTED TO DRIVING SHAREHOLDER VALUE THROUGH DISCIPLINED GROWTH INVESTMENTS AND RETURNING CAPITAL TO SHAREHOLDERS. STRATEGIC GROWTH INVESTMENTS RETURNING CAPITAL TO SHAREHOLDERS • Increased shareholder buyback authorization to $500M • Deployed ~$650M to repurchase ~11% of adjusted weighted average shares outstanding over the past 12 months • Monetized ownership stake in Australia • Announced strategic review of domestic Company-owned clubs • Ended the third quarter with net leverage of 3.6x, which remains below target of approximately ~4x • Enters sixth international market with acquisition of Be-Fit in Portugal
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14 2026 OUTLOOK Systemwide SCS Growth 1.5% to 2%1 Revenue 8%1 Adj. EBITDA 6.5%1 New Equipment Placements 135 to 140 Systemwide New Openings 190 to 195 Capital Expenditures 15%1 Depreciation and Amortization 7%1 Adj. Net Income Per Share, diluted 6%1,2 Net Interest Expense $115 million Adj. Net Income (3)%1 1. Represents year-over-year growth/(decline) over 2025 results 2. Based on adjusted diluted weighted-average shares outstanding of approximately 77.0 million
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FINANCIAL STATEMENT EXHIBITS 15
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Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share amounts) 2026 2025 2026 2025 Revenue: Franchise $ 97,829 $ 92,245 $ 302,934 $ 282,362 National advertising fund revenue 31,816 21,430 96,956 66,151 Franchise segment 129,645 113,675 399,890 348,513 Corporate-owned clubs 142,713 137,833 427,197 410,491 Equipment 87,619 78,837 235,349 188,882 Total revenue 359,977 330,345 1,062,436 947,886 Operating costs and expenses: Cost of revenue 65,370 58,155 175,206 140,063 Club operations 84,339 79,792 254,231 238,909 Selling, general and administrative 34,939 30,525 103,495 100,343 National advertising fund expense 31,816 21,429 96,956 66,150 Depreciation and amortization 41,571 39,108 121,965 115,818 Other losses (gains), net 458 (5,732) (13,383) (2,069) Total operating costs and expenses 258,493 223,277 738,470 659,214 Income from operations 101,484 107,068 323,966 288,672 Other income (expense), net: Interest income 5,170 5,936 16,103 17,438 Interest expense (34,140) (26,342) (100,508) (78,720) Other income, net 315 1,067 1,376 3,292 Total other (expense), net (28,655) (19,339) (83,029) (57,990) Income before income taxes 72,829 87,729 240,937 230,682 Provision for income taxes 19,981 27,974 67,803 69,120 Loss from equity-method investments, net of tax (601) (572) (1,687) (2,005) Net income 52,247 59,183 171,447 159,557 Less: net income attributable to non-controlling interests 246 354 810 842 Net income attributable to Planet Fitness, Inc. $ 52,001 $ 58,829 $ 170,637 $ 158,715 Net income per share of Class A common stock: Basic $ 0.70 $ 0.70 $ 2.21 $ 1.89 Diluted $ 0.70 $ 0.70 $ 2.21 $ 1.89 Weighted-average shares of Class A common stock outstanding: Basic 74,655 83,517 77,069 83,847 Diluted 74,741 83,717 77,212 84,055 Planet Fitness, Inc. and subsidiaries Condensed Consolidated Statements of Operations (Unaudited)
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(in thousands, except per share amounts) September 30, 2026 December 31, 2025 Assets Current assets: Cash and cash equivalents $ 310,185 $ 345,652 Restricted cash 72,815 66,304 Short-term marketable securities 90,290 106,761 Accounts receivable, net of allowances for uncollectible amounts of $4 and $428 as of September 30, 2026 and December 31, 2025, respectively 73,581 70,431 Inventory 8,104 7,581 Restricted assets - national advertising fund 622 — Prepaid expenses 22,968 24,605 Other receivables 24,062 34,094 Income tax receivable and prepayments 1,747 2,958 Total current assets 604,374 658,386 Long-term marketable securities 41,754 88,263 Investments, net of allowance for expected credit losses of $25,984 and $24,424 as of September 30, 2026 and December 31, 2025, respectively 56,000 69,700 Property and equipment, net of accumulated depreciation of $524,245 and $453,852, as of September 30, 2026 and December 31, 2025, respectively 516,724 466,747 Right-of-use assets, net 492,953 409,320 Intangible assets, net 262,350 286,409 Goodwill 712,300 712,450 Deferred income taxes 368,161 406,724 Other assets, net 43,246 5,396 Total assets $ 3,097,862 $ 3,103,395 Liabilities and stockholders’ deficit Current liabilities: Current maturities of long-term debt $ 25,750 $ 23,875 Borrowings under Variable Funding Notes 75,000 — Accounts payable 36,581 39,683 Accrued expenses 77,332 75,371 Equipment deposits 23,021 10,165 Restricted liabilities - national advertising fund 183 — Deferred revenue, current 68,745 58,593 Payable pursuant to tax benefit arrangements, current 38,442 55,518 Other current liabilities 50,385 49,285 Total current liabilities 395,439 312,490 Long-term debt, net of current maturities 2,443,244 2,458,379 Lease liabilities, net of current portion 509,583 419,120 Deferred revenue, net of current portion 30,690 29,657 Deferred tax liabilities 451 1,177 Payable pursuant to tax benefit arrangements, net of current portion 323,484 360,273 Other liabilities 5,662 5,677 Total noncurrent liabilities 3,313,114 3,274,283 Stockholders’ equity (deficit): Class A common stock, $0.0001 par value, 300,000 shares authorized, 74,249 and 80,446 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively 7 8 Class B common stock, $0.0001 par value, 100,000 shares authorized, 266 and 316 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively — — Additional paid in capital 633,466 623,333 Accumulated other comprehensive (loss) income (1,654) 1,311 Accumulated deficit (1,240,714) (1,107,429) Total stockholders’ deficit attributable to Planet Fitness, Inc. (608,895) (482,777) Non-controlling interests (1,796) (601) Total stockholders’ deficit (610,691) (483,378) Total liabilities and stockholders’ deficit $ 3,097,862 $ 3,103,395 Planet Fitness, Inc. and subsidiaries Condensed Consolidated Balance Sheets (Unaudited)
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Nine Months Ended September 30, (in thousands) 2026 2025 Cash flows from operating activities: Net income $ 171,447 $ 159,557 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 121,965 115,818 Equity-based compensation expense 9,510 9,132 Deferred tax expense 37,789 54,408 Amortization of deferred financing costs 4,333 3,975 Accretion of marketable securities discount (217) (1,109) Losses from equity-method investments, net of tax 1,687 2,005 Dividends accrued on held-to-maturity investment (1,857) (1,733) Credit loss on held-to-maturity investment 1,560 5,089 Gain on re-measurement of tax benefit arrangement liability (142) (1,769) Gain on sale of corporate-owned clubs — (6,443) Gain on sale of equity-method investment (12,541) — Gain on insurance proceeds — (1,461) Other (1,648) (150) Changes in operating assets and liabilities, net of acquisitions: Accounts receivable (2,782) 7,484 Inventory (467) (836) Other assets and other current assets 1,197 1,581 Restricted assets - national advertising fund (434) 2,613 Accounts payable and accrued expenses (8,374) (3,728) Other liabilities and other current liabilities 148 327 Income taxes 4,274 (5,119) Payments pursuant to tax benefit arrangements (54,424) (52,778) Equipment deposits 12,900 9,324 Deferred revenue 11,285 3,862 Leases 8,680 9,312 Net cash provided by operating activities 303,889 309,361 Cash flows from investing activities: Additions to property and equipment (148,943) (113,577) Insurance proceeds for property and equipment — 2,053 Payment of deferred consideration for acquired clubs — (1,524) Proceeds from sale of corporate-owned clubs — 21,626 Proceeds from sale of equity-method investment 24,264 — Purchases of marketable securities (41,252) (118,401) Maturities of marketable securities 103,319 106,309 Issuance of note receivable, related party (20,649) (2,639) Other investing activity (37) 112 Net cash used in investing activities (83,298) (106,041) Cash flows from financing activities: Proceeds from issuance of Variable Funding Notes 75,000 — Repayment of long-term debt (17,438) (16,875) Payment of deferred financing and other debt-related costs (141) — Proceeds from issuance of Class A common stock 1,004 1,478 Repurchase and retirement of Class A common stock (302,431) (150,026) Principal payments on capital lease obligations (148) (93) Payment of share repurchase excise tax (4,152) (2,549) Distributions paid to members of Pla-Fit Holdings (670) (1,521) Net cash used in financing activities (248,976) (169,586) Effects of exchange rate changes on cash and cash equivalents (572) 2,000 Net (decrease) increase in cash, cash equivalents and restricted cash (28,957) 35,734 Cash, cash equivalents and restricted cash, beginning of period 411,957 349,674 Cash, cash equivalents and restricted cash, end of period $ 383,000 $ 385,408 Supplemental cash flow information: Cash paid for interest $ 95,242 $ 75,004 Net cash paid for income taxes $ 25,718 $ 19,414 Non-cash investing activities: Non-cash additions to property and equipment included in accounts payable and accrued expenses $ 18,575 $ 22,159 Planet Fitness, Inc. and subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited)
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Planet Fitness, Inc. and subsidiaries Non-GAAP Financial Measures (Unaudited) To supplement its consolidated financial statements, which are prepared and presented in accordance with GAAP, the Company uses the following non-GAAP financial measures: Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted (collectively, the “non-GAAP financial measures”). The Company believes that these non-GAAP financial measures, when used in conjunction with GAAP financial measures, are useful to investors in evaluating our operating performance. These non-GAAP financial measures presented in this presentation are supplemental measures of the Company’s performance that are neither required by, nor presented in accordance with GAAP. These financial measures should not be considered in isolation or as substitutes for GAAP financial measures such as net income or any other performance measures derived in accordance with GAAP. In addition, in the future, the Company may incur expenses or charges such as those added back to calculate Adjusted EBITDA, Adjusted net income and Adjusted net income per share, diluted. The Company’s presentation of Adjusted EBITDA, Adjusted net income, and Adjusted net income per share, diluted, should not be construed as an inference that the Company’s future results will be unaffected by unusual or nonrecurring items. Adjusted EBITDA and Segment Adjusted EBITDA We refer to Adjusted EBITDA as we use this measure to evaluate our operating performance and we believe this measure is useful to investors in evaluating our performance. We define Adjusted EBITDA as net income before interest, taxes, depreciation and amortization, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing performance of the Company’s core operations. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of other items that we believe reduce the comparability of our underlying core business performance from period to period and is therefore useful to our investors. Our Board of Directors uses Adjusted EBITDA as a key metric to assess the performance of management. Our Chief Operating Decision Maker also uses Segment Adjusted EBITDA, which is Adjusted EBITDA specific to each of our three reportable segments, to assess the financial performance of and allocate resources to our segments in accordance with ASC 280, Segment Reporting. Corporate overhead costs not directly attributable to any individual segment are not allocated to the three segments and are included in Corporate and Other Adjusted EBITDA within Adjusted EBITDA.
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A reconciliation of net income, the most directly comparable GAAP measure, to Adjusted EBITDA is set forth below. Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2026 2025 2026 2025 Net income $ 52,247 $ 59,183 $ 171,447 $ 159,557 Interest income (5,170) (5,936) (16,103) (17,438) Interest expense 34,140 26,342 100,508 78,720 Provision for income taxes 19,981 27,974 67,803 69,120 Depreciation and amortization 41,571 39,108 121,965 115,818 EBITDA 142,769 146,671 445,620 405,777 Severance costs(1) — — — 649 Executive transition costs(2) 2,573 408 4,150 2,855 Loss on adjustment of allowance for credit losses on held-to-maturity investment 537 486 1,560 5,089 Dividend income on held-to-maturity investment (636) (594) (1,857) (1,733) Insurance recovery(3) — — — (1,636) Lease closure expenses, net(4) — 261 — 1,328 Tax benefit arrangement remeasurement(5) (142) (475) (142) (1,769) Gain on sale of corporate-owned clubs(6) — (6,443) — (6,443) Gain on sale of equity method investment(7) — — (12,541) — Amortization of basis difference of equity-method investments(8) 174 240 654 720 Other(9) 927 212 1,379 543 Adjusted EBITDA $ 146,202 $ 140,766 $ 438,823 $ 405,380 (1) Represents severance related expenses recorded in connection with a reduction in force during the nine months ended September 30, 2025. (2) Represents certain expenses recorded in connection with executive leadership transitions. During the three and nine months ended September 30, 2026, these amounts primarily represent costs associated with the Chief Financial Officer transitions. During the three and nine months ended September 30, 2025, these amounts primarily represent costs associated with the Chief Executive Officer transition. (3) Represents insurance recoveries, net of costs incurred. (4) Represents lease termination costs, impairment charges, and loss on disposal of property and equipment from the closure of our Florida Corporate Support Center located in Orlando, Florida. (5) Represents a gain related to the adjustment of our tax benefit arrangements primarily due to changes in our deferred state tax rate. (6) Represents a gain on the sale of eight corporate-owned clubs to a franchisee. (7) Represents a gain related to the sale of the Company’s equity method investment in Bravo Fit Holdings Pty Ltd. (8) Represents the Company’s pro-rata portion of the basis difference related to intangible asset amortization expense in its equity method investees, which is included within losses from equity-method investments, net of tax on our condensed consolidated statements of operations. (9) Represents certain other gains and charges that we do not believe reflect our underlying business performance. Planet Fitness, Inc. and subsidiaries Non-GAAP Financial Measures (Unaudited)
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A reconciliation of Segment Adjusted EBITDA to Adjusted EBITDA is set forth below. Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2026 2025 2026 2025 Adjusted EBITDA Franchise segment $ 86,818 $ 82,367 $ 273,276 $ 253,734 Corporate-owned clubs segment 53,517 53,737 157,483 156,184 Equipment segment 25,547 23,724 69,340 57,601 Segment Adjusted EBITDA 165,882 159,828 500,099 467,519 Corporate and other Adjusted EBITDA(1) (19,680) (19,062) (61,276) (62,139) Adjusted EBITDA(2) $ 146,202 $ 140,766 $ 438,823 $ 405,380 (1) Corporate and other Adjusted EBITDA includes adjusted corporate overhead costs, such as payroll and related benefit costs and professional services that are not directly attributable to any individual segment and thus are unallocated. (2) Segment Adjusted EBITDA plus the Adjusted EBITDA of corporate and other is equal to Adjusted EBITDA. Adjusted EBITDA is a metric that is not presented in accordance with GAAP. Refer to “—Non-GAAP Financial Measures” for a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure. Adjusted Net Income and Adjusted Net Income per Diluted Share Our presentation of Adjusted net income assumes that all net income is attributable to Planet Fitness, Inc., which assumes the full exchange of all outstanding Holdings Units for shares of Class A common stock of Planet Fitness, Inc., adjusted for certain non-cash and other items that we do not believe directly reflect our core operations. Adjusted net income per share, diluted, is calculated by dividing Adjusted net income by the total weighted-average shares of Class A common stock outstanding plus any dilutive options and restricted stock units as calculated in accordance with GAAP and assuming the full exchange of all outstanding Holdings Units and corresponding Class B common stock as of the beginning of each period presented. Adjusted net income and Adjusted net income per share, diluted, are supplemental measures of operating performance that do not represent and should not be considered alternatives to net income and earnings per share, as calculated in accordance with GAAP. We believe Adjusted net income and Adjusted net income per share, diluted, supplement GAAP measures and enable us to more effectively evaluate our performance period-over-period. Planet Fitness, Inc. and subsidiaries Non-GAAP Financial Measures (Unaudited)
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A reconciliation of net income, the most directly comparable GAAP measure, to Adjusted net income, and the computation of Adjusted net income per share, diluted, are set forth below. Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share amounts) 2026 2025 2026 2025 Net income $ 52,247 $ 59,183 $ 171,447 $ 159,557 Provision for income taxes 19,981 27,974 67,803 69,120 Severance costs(1) — — — 649 Executive transition costs(2) 2,573 408 4,150 2,855 Loss on adjustment of allowance for credit losses on held-to-maturity investment 537 486 1,560 5,089 Dividend income on held-to-maturity investment (636) (594) (1,857) (1,733) Insurance recovery(3) — — — (1,636) Lease closure expenses, net(4) — 261 — 1,328 Tax benefit arrangement remeasurement(5) (142) (475) (142) (1,769) Gain on sale of corporate-owned clubs(6) — (6,443) — (6,443) Gain on sale of equity method investment(7) — — (12,541) — Amortization of basis difference of equity-method investments(8) 174 240 654 720 Other(9) 927 212 1,379 543 Purchase accounting amortization(10) 8,020 9,178 24,059 27,534 Adjusted income before income taxes 83,681 90,430 256,512 255,814 Adjusted income taxes(11) 21,757 23,421 66,693 66,256 Adjusted net income $ 61,924 $ 67,009 $ 189,819 $ 189,558 Adjusted net income per share, diluted $ 0.83 $ 0.80 $ 2.45 $ 2.25 Adjusted weighted-average shares outstanding, diluted(12) 75,046 84,033 77,524 84,385 (1) Represents severance related expenses recorded in connection with a reduction in force during the nine months ended September 30, 2025. (2) Represents certain expenses recorded in connection with executive leadership transitions. During the three and nine months ended September 30, 2026, these amounts primarily represent costs associated with the Chief Financial Officer transitions. During the three and nine months ended September 30, 2025, these amounts primarily represent costs associated with the Chief Executive Officer transition. (3) Represents insurance recoveries, net of costs incurred. (4) Represents lease termination costs, impairment charges, and loss on disposal of property and equipment from the closure of our Florida Corporate Support Center located in Orlando, Florida. (5) Represents a gain related to the adjustment of our tax benefit arrangements primarily due to changes in our deferred state tax rate. (6) Represents a gain on the sale of eight corporate-owned clubs to a franchisee. (7) Represents a gain related to the sale of the Company’s equity method investment in Bravo Fit Holdings Pty Ltd. (8) Represents the Company’s pro-rata portion of the basis difference related to intangible asset amortization expense in its equity method investees, which is included within losses from equity-method investments, net of tax on our condensed consolidated statements of operations. (9) Represents certain other gains and charges that we do not believe reflect our underlying business performance. (10) Represents the amount of actual non-cash amortization expense recorded, in accordance with GAAP, associated with intangible assets created in connection with historical acquisitions of franchisee-owned clubs. (11) Represents corporate income taxes at an assumed effective tax rate of 26.0% for each of the three and nine months ended September 30, 2026 and 25.9% for each of the three and nine months ended September 30, 2025, applied to adjusted income before income taxes. (12) Assumes the full exchange of all outstanding Holdings Units and corresponding shares of Class B common stock for shares of Class A common stock of Planet Fitness, Inc. Planet Fitness, Inc. and subsidiaries Non-GAAP Financial Measures (Unaudited)
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A reconciliation of net income per share, diluted, to Adjusted net income per share, diluted is set forth below: Three Months Ended September 30, 2026 Three Months Ended September 30, 2025 (in thousands, except per share amounts) Net income Weighted Average Shares Net income per share, diluted Net income Weighted Average Shares Net income per share, diluted Net income attributable to Planet Fitness, Inc.(1) $ 52,001 74,741 $ 0.70 $ 58,829 83,717 $ 0.70 Net income attributable to non- controlling interests(2) 246 305 354 316 Net income 52,247 59,183 Adjustments to arrive at adjusted income before income taxes(3) 31,434 31,247 Adjusted income before income taxes 83,681 90,430 Adjusted income taxes(4) 21,757 23,421 Adjusted net income $ 61,924 75,046 $ 0.83 $ 67,009 84,033 $ 0.80 Nine Months Ended September 30, 2026 Nine Months Ended September 30, 2025 (in thousands, except per share amounts) Net income Weighted Average Shares Net income per share, diluted Net income Weighted Average Shares Net income per share, diluted Net income attributable to Planet Fitness, Inc.(1) $ 170,637 77,212 $ 2.21 $ 158,715 84,055 $ 1.89 Net income attributable to non- controlling interests(2) 810 312 842 330 Net income 171,447 159,557 Adjustments to arrive at adjusted income before income taxes(3) 85,065 96,257 Adjusted income before income taxes 256,512 255,814 Adjusted income taxes(4) 66,693 66,256 Adjusted net income $ 189,819 77,524 $ 2.45 $ 189,558 84,385 $ 2.25 (1) Represents net income attributable to Planet Fitness, Inc. and the associated weighted average shares of Class A common stock outstanding. (2) Represents net income attributable to non-controlling interests and the assumed exchange of all outstanding Holdings Units and corresponding shares of Class B common stock for shares of Class A common stock of Planet Fitness, Inc. as of the beginning of the period presented. (3) Represents the total impact of all adjustments identified in the adjusted net income table above to arrive at adjusted income before income taxes. (4) Represents corporate income taxes at an assumed effective tax rate of 26.0% for each of the three and nine months ended September 30, 2026 and 25.9% for each of the three and nine months ended September 30, 2025, applied to adjusted income before income taxes. Planet Fitness, Inc. and subsidiaries Non-GAAP Financial Measures (Unaudited)