Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

February 10, 2025

Date of Report (Date of earliest event reported)

Planet Fitness, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37534

38-3942097

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

4 Liberty Lane West

Hampton, NH 03842

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (603) 750-0001

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 Par Value	PLNT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 10, 2025, the Board of Directors of Planet Fitness, Inc. (the “Company”) approved the realignment of certain of the Company’s leadership positions in support of its strategic growth initiatives (the “Leadership Realignment Plan”), effective March 3, 2025 (the “Effective Date”). Pursuant to the Leadership Realignment Plan, as of the Effective Date, Bill Bode, who currently serves as Division President, U.S. Franchise, will move into the role of Chief Operating Officer, Jennifer Simmons, who currently serves as Division President, Corporate Clubs, will move into the role of Chief Strategy Officer, and Brian O’Donnell, who currently serves as SVP, Chief Accounting Officer, will move into the role of SVP, Financial Planning & Analysis, Tax and Treasury. As a result, the roles of (i) Division President, U.S. Franchise, (ii) Division President, Corporate Clubs and (iii) SVP, Chief Accounting Officer are eliminated, as of the Effective Date.

In connection with his appointment as Chief Operating Officer, Mr. Bode will serve as the Company’s principal operating officer and will have operational oversight of the Company’s franchise, corporate club and equipment segments, as of the Effective Date. Mr. Bode’s biographical information prior to his appointment as Chief Operating Officer, as set forth in the Company’s 2024 Annual Report filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 21, 2024, is incorporated herein by reference.

In connection with the elimination of the SVP, Chief Accounting Officer role, the Company has designated Jay Stasz to serve as the Company’s principal accounting officer, as of the Effective Date. Mr. Stasz’s biographical information prior to his appointment as principal accounting officer, as set forth in the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2024, is incorporated herein by reference.

There were no changes to Mr. Bode’s, Ms. Simmons’ or Mr. Stasz’s compensatory arrangements with the Company made in connection with the Leadership Realignment Plan. There are no family relationships between Mr. Bode, Ms. Simmons or Mr. Stasz and any director or executive officer of the Company, and there are no related party transactions between the Company and Mr. Bode, Ms. Simmons or Mr. Stasz that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.


Item 7.01			Regulation FD Disclosure.

A copy of the press release containing the announcement of the Leadership Realignment Plan is attached hereto as Exhibit 99.1 to this current report on Form 8-K.


Item 9.01			Financial Statements and Exhibits.


(d)			Exhibits



Exhibit No.						Description

99.1						Press Release dated February 12, 2025 , announcing leadership realignment
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



PLANET FITNESS, INC.

By:						/s/ Jay Stasz
Name: Title:						Jay Stasz Chief Financial Officer

Dated: February 12, 2025

Exhibit 99.1

Planet Fitness Realigns Leadership Team to Drive Growth Initiatives

HAMPTON, N.H., February 12, 2025 -- Planet Fitness, Inc. (NYSE: PLNT), one of the largest and fastest-growing franchisors and operators of fitness centers with more members than any other fitness brand, announced today that it has realigned its leadership team to support the Company’s strategic imperatives and propel the brand forward. The following appointments will take effect on March 3, 2025:

Bill Bode, currently Division President, U.S. Franchise, will move into the newly-created Chief Operating Officer role and will oversee operations for both franchise and corporate clubs.

Jennifer Simmons, currently Division President, Corporate Clubs, will move into the newly-created Chief Strategy Officer role.

As Chief Operating Officer, Mr. Bode will be responsible for bringing to life the Company’s non-intimidating, high-value member experience in Planet Fitness clubs. Mr. Bode has been with the Company for 8 years and will continue to report to CEO Colleen Keating.

As Chief Strategy Officer, Jennifer Simmons will be responsible for ensuring a data-driven approach to support the execution of the Company’s strategic imperatives, identifying emerging trends, and ensuring the organization is well-positioned to remain the fitness category leader. Ms. Simmons has been with the Company for 11 years and will continue to report to Ms. Keating.

These management team updates are in addition to the new Company leadership appointments announced earlier this year, with Chip Ohlsson joining the Company as Chief Development Officer and Brian Povinelli as Chief Marketing Officer, both of whom report to Ms. Keating. Mr. Ohlsson is focused on advancing Planet Fitness’ strategic growth initiatives, including domestic and international expansion for both corporate and franchise clubs, and strengthening the franchise network. Mr. Povinelli is responsible for overseeing global marketing initiatives to strengthen the brand’s leadership position and expand access to fitness and wellness for all. Jamie Medeiros will continue to serve as Chief Brand Officer reporting to Mr. Povinelli.

Ms. Keating, said, “As we position Planet Fitness for growth in 2025 and beyond, we remain focused on executing our strategic imperatives – redefining our brand, enhancing member experience, refining our product and optimizing our format, and accelerating club openings. To enhance our ability to do so, we have built out our management team and are refining its structure to capitalize on efficiencies and leverage leader expertise. Our goal is to better promote our key growth drivers – members and clubs – support our culture of accountability, and work more efficiently and effectively. As a team and organization, we are focused on delivering on our mission, and ultimately delivering significant value for our franchisees, members, and shareholders.”

Full Year Results

As previously announced, the Company plans to release its full fiscal year 2024 results and a 2025 outlook on February 25, 2025. Details can be found at investor.planetfitness.com.

About Planet Fitness

Founded in 1992 in Dover, NH, Planet Fitness is one of the largest and fastest-growing franchisors and operators of fitness centers in the world by number of members and locations. As of December 31, 2024, Planet Fitness had approximately 19.7 million members and 2,722 clubs in 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico, Australia, and Spain. The Company's mission is to enhance people's lives by providing a high-quality fitness experience in a welcoming, non-intimidating environment, which we call the Judgement Free Zone®. More than 90% of Planet Fitness stores are owned and operated by independent business men and women.

Forward-Looking Statements

This press release 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 the Company's growth and other statements that do not relate solely to historical facts. Forward-looking statements can be identified by words such as "advance," "believe," "expand," "estimate," "expect," "intend," "may," "goal," "plan," "prospect," "project," "accelerate," "potential," "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 stores, 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 increased indebtedness as a result of our refinancing and securitization transactions 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, 2023, 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 press release. 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 release, whether as a result of new information, future developments or otherwise.

Investor Contact

Stacey Caravella, Planet Fitness

investor@planetfitness.com

603-750-4674

Media Contact

Becky Zirlen, Planet Fitness

press@Planetcsc.com

Cover Page	Feb. 10, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 10, 2025
Entity Registrant Name	Planet Fitness, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37534
Entity Tax Identification Number	38-3942097
Entity Address, Address Line One	4 Liberty Lane West
Entity Address, City or Town	Hampton
Entity Address, State or Province	NH
Entity Address, Postal Zip Code	03842
City Area Code	603
Local Phone Number	750-0001
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, $0.0001 Par Value
Trading Symbol	PLNT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001637207
Amendment Flag	false