Planet Fitness Completes Refinancing Transaction; Announces $350 Million Accelerated Share Repurchase Program
Posted: December 15, 2025 in Chains
Planet Fitness
HAMPTON, N.H. – Planet Fitness, Inc. (NYSE: PLNT) (together with its subsidiaries, the “Company”) announces that it has completed its previously announced refinancing transaction.
The new series of securitized notes (the “2025 Notes”) consist of $750 million Class A-2 Senior Secured Notes issued in two tranches: the Class A-2-I Senior Secured Notes with an anticipated repayment date of five years, with a principal amount of $400 million and a fixed interest rate of 5.274% per annum, payable quarterly; and the Class A-2-II Senior Secured Notes with an anticipated repayment date of seven years, with a principal amount of $350 million and a fixed interest rate of 5.649% per annum, payable quarterly.
In addition, the 2025 Notes include a revolving financing facility that allows for the issuance of up to $75 million in variable funding notes (the “Variable Funding Notes”), in addition to the existing $75 million 2022-1 Variable Funding Senior Secured Notes, Class A-1. As of the closing, none of the Variable Funding Notes have been drawn.
The proceeds from the placement of the 2025 Notes will be used as follows:
to repay in full the Series 2022-1 Class A-2-I Notes, which as of September 30, 2025, had a principal balance (together with accrued and unpaid interest thereon) of approximately $410 million;
to pay the transaction costs and fund the reserve accounts associated with the securitized financing facility; and
for general corporate purposes, including funding share repurchases by the Company.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the 2025 Notes or any other security. The 2025 Notes to be offered have not been, and will not be, registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933.
HAMPTON, N.H. – Planet Fitness, Inc. (NYSE: PLNT) (the “Company”) announces that it has entered into a $350 million accelerated share repurchase agreement (the “ASR Agreement”) with Citibank, N.A. (the “Bank”). The Company will acquire shares under the ASR Agreement as part of its $500 million share repurchase authorization previously announced on June 13, 2024 (the “2024 Share Repurchase Program”). As of December 15, 2025, before giving effect to the ASR Agreement, approximately $350 million remained available for share repurchases pursuant to the 2024 Share Repurchase Program.
Pursuant to the terms of the ASR Agreement, the Company will pay the Bank $350 million in cash and will initially receive approximately 2.5 million shares of the Company’s Class A common stock, which is approximately 80% of the shares of the Company’s Class A common stock it expects to repurchase under the ASR Agreement. The total number of shares to be repurchased will be based on the average of the daily volume-weighted average prices of the Company’s Class A common stock during the term of the transaction, less an agreed discount and subject to potential adjustments pursuant to the terms and conditions of the ASR Agreement. At final settlement, the Bank may be required to deliver additional shares of Class A common stock to the Company, or under certain circumstances, the Company may be required to deliver shares of Class A common stock or to make a cash payment, at its election, to the Bank. The final settlement of the transaction under the ASR Agreement is expected to occur no later than the first quarter of 2026.
Share Repurchase Authorization
The Company today also announced that its Board of Directors has authorized a new share repurchase program of up to $500 million (the “2025 Share Repurchase Program”), contingent upon, and effective at the completion of the ASR Agreement, to replace the existing 2024 Share Repurchase Program. The timing of the purchases and the amount of stock repurchased is subject to the Company’s discretion and will depend on market and business conditions, the Company’s general working capital needs, stock price, applicable legal requirements and other factors. The Company’s ability to repurchase shares at any particular time is also subject to the terms of the indenture governing its outstanding notes. Purchases may be effected through one or more open market transactions, privately negotiated transactions, transactions structured through investment banking institutions, or a combination of the foregoing. The Company is not obligated under the program to acquire any particular amount of stock and can suspend or terminate the program at any time.
