Planet Fitness, Inc.

Cybersecurity and data protection · Data privacy and protection regulations

If we fail to properly maintain the confidentiality and integrity of our data, including member credit card, debit card, bank account information and other personally identifiable information, our reputation and business could be materially and adversely affected. The integrity and protection of member, prospective member and employee data is critical to us.

Cybersecurity and data protection · Insider threats and access controls

Furthermore, the size and complexity of our information systems, and those of our franchisees and our third-party vendors (as well as their third-party service providers), make such systems potentially vulnerable to security breaches from inadvertent or intentional actions by our employees, franchisees or vendors, or from attacks by malicious third parties.

Cybersecurity and data protection · Data breaches and cyber attacks

The occurrence of cyber incidents, or a deficiency in cybersecurity, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of confidential information, and/or damage to our employee and business relationships and reputation, all of which could subject us to loss and harm our brand and our business.

Industry regulation · Licensing and permits

Our and our franchisees' development of properties depends to a significant extent on the selection and acquisition of suitable sites, which are subject to zoning, land use, environmental, traffic and other regulations and requirements. Failure to comply with these legal requirements could result in, among other things, revocation of required licenses, administrative enforcement actions, fines and civil and criminal liability.

Legal and litigation · Product liability and warranty claims

We and our franchisees could be subject to claims related to health and safety risks to members that arise while at both our corporate-owned and franchise clubs. Use of our and our franchisees' clubs poses some potential health and safety risks to members or guests through physical exertion and use of our services and facilities, including exercise and tanning equipment.

Industry regulation · Safety and environmental regulations

Regulatory restrictions placed on indoor tanning services and negative opinions about the health effects of indoor tanning services could harm our reputation and our business. Although our business model does not place an emphasis on indoor tanning, the vast majority of our corporate-owned clubs and franchise clubs offer indoor tanning services.

Supply chain and procurement · Raw material availability and cost volatility

Our franchisees may incur rising costs related to construction of new clubs and maintenance of existing clubs, which could adversely affect the attractiveness of our franchise model, and in turn our business, results of operations and financial condition. We and our franchisees have experienced, and may in the future experience, increased costs due to inflation and supply chain disruptions brought on by public health emergencies, threatened or imposed trade controls or tariffs, geopolitical instability, adverse weather conditions.

Project and contract management · Large contract concentration

While our revenues from franchisees are not concentrated among one or a small number of parties, the success of our franchise model depends in large part on our ability to maintain contractual relationships with franchisees in profitable clubs. Our largest franchisee group accounts for approximately 7% of our total clubs and another large franchisee group accounts for approximately 7% of our total clubs as of December 31, 2025.

Geopolitical and trade · Trade policies tariffs and sanctions

Additionally, certain of our vendors operate manufacturing facilities in countries, such as Canada, China, Mexico and Germany, that have in the past and may in the future be subject to tariffs imposed by the U.S. government. While some of these vendors have taken proactive measures, such as moving their manufacturing facilities out of countries subject to such tariffs, to reduce the applicability or impact of such tariffs, the imposition of future tariffs or the increase in existing tariffs could result in these vendors increasing their prices.

Economic and market conditions · Consumer spending and confidence

Some of the factors that could lead to a decline in membership levels include changing desires and behaviors of consumers or their perception of our brand, a shift to digital fitness versus our core bricks and mortar fitness offerings, changes in discretionary spending trends and general economic conditions, such as inflation, changes in customer behavior as a result of public health or other concerns, market maturity or saturation.

Natural and catastrophic events · Climate change and environmental impact

Our failure to adapt to evolving stakeholder expectations, regulatory and legal requirements and general environmental conditions could negatively impact our business, financial condition and results of operations. As a global company, we recognize physical climate-related risks wherever our business is conducted. Our clubs may be located in areas that are subject to natural disasters such as severe weather and other potential risks and costs associated with the impacts of climate change.

Credit and liquidity · Debt service and covenant compliance

resulting in an event of default if our subsidiaries fail to comply with the financial and other restrictive covenants contained in debt agreements, which event of default could result in all of our subsidiaries' debt becoming immediately due and payable.

International and currency · International operations and emerging markets

Economic, political and other risks associated with our international operations could adversely affect our profitability and international growth prospects. We currently have clubs operating in certain other countries around the world, including Canada, Panama, Mexico, Australia and Spain. Our international operations are subject to a number of risks inherent to operating in foreign countries, and any expansion of our international operations will increase the impact of these risks.

Market and investment · Investment portfolio performance

Our marketable debt securities portfolio is subject to credit, liquidity, market, and interest rate risks that could cause its value to decline and materially adversely affect our financial condition. We maintain a portfolio of marketable debt securities through professional investment advisors.

Reputation and brand · Brand damage and negative publicity

Our success is dependent in large part upon our ability to maintain and enhance the value of our brand, our club members' connection to our brand and a positive relationship with our franchisees. Brand value can be severely damaged even by isolated incidents, particularly if the incidents receive considerable negative publicity or result in litigation.

Strategic execution · Geographic expansion and market entry

If we and our franchisees are unable to identify and secure suitable sites for new franchise clubs, our revenue growth rate and profits may be negatively impacted. To successfully expand our business, we and our franchisees must identify and secure sites for new franchise clubs and, to a lesser extent, new corporate-owned clubs that meet our established criteria.

Market position and competition · Competitive pressure and market share loss

We compete with a fragmented group of participants in the global health, fitness and wellness industry, including: other health and fitness clubs; physical fitness and recreational facilities established by non-profit organizations and businesses for their employees; private studios and other boutique fitness offerings; racquet, tennis, pickleball and other athletic clubs; amenity and condominium/apartment clubs; country clubs; community centers; online personal training and fitness coaching; providers of digital fitness content and wearable devices; the home-use fitness equipment industry; local tanning salons; wellness centers; businesses offering similar or ancillary services; and other businesses that rely on consumer discretionary spending in the health, fitness and wellness industry.

Innovation and product development · Intellectual property protection and infringement

We may also from time to time be required to initiate litigation to enforce our intellectual property rights. Third parties (including franchisees) may also assert that we have infringed, diluted, misappropriated or otherwise violated their intellectual property rights, which could lead to litigation against us.

Customer and revenue · Customer retention and subscription renewal

Our and our franchisees' marketing efforts may not be successful in attracting members to clubs, and membership levels may materially decline over time, especially at clubs in operation for an extended period of time. Members may cancel their memberships at any time after giving proper notification, in accordance with the terms of their membership agreement and, for certain memberships, subject to an initial minimum term.

Customer and revenue · Changing customer preferences and behavior

Our success depends on our ability to anticipate and satisfy consumer preferences relating to health and fitness. Our business is and all of our services are subject to changing consumer preferences that cannot be predicted with certainty. Developments or shifts in research or public opinion on the types of health and fitness services we provide could negatively impact the business or consumers' preferences for health and fitness services could shift rapidly to different types of health and fitness centers or at-home fitness options.