Planet Fitness Inc-A 2024年度报告

FORM10-K (MarkOne) ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the fiscal year endedDecember31, 2024☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the transition period fromtoCommission File Number001-37534 PLANET FITNESS,INC. (Exact name of Registrant as specified in its Charter) 38-3942097 4 Liberty Lane West,Hampton,NH03842(Address of Principal Executive Offices and Zip Code)Registrant’s telephone number, including area code:(603)750-0001 Securities registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act: NoneIndicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☒No☐ Indicate by check mark if the Registrant is not required to file reports pursuant to Section13 or 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the Registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the Registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90days.Yes☒No☐Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the Registrant was required to submitsuch files).Yes☒No☐Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of the “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Acceleratedfiler☐Smallerreportingcompany☐Emerging GrowthCompany☐ Large accelerated filer☒Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of the Registrant’s Class A common stock held by non-affiliates, computed by reference to the last reported sale price ofthe Class A common stock as reported on the New York Stock Exchange on June 30, 2024 was approximately $6.2billion.The number of outstanding shares of the registrant’s Class A common stock, par value $0.0001 per share, and Class B common stock, par value $0.0001 per share, as of February18, 2025, was84,330,138shares and341,841shares, respectively. DOCUMENTS INCORPORATED BY REFERENCEPortions of the Definitive Proxy Statement for the registrant’s 2024 Annual Meeting of Stockholders to be heldMay6, 2025,are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K. Table of Contents PART I Item1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety Disclosures PARTII Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities41Item6.(Reserved)43Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations43Item7A.Quantitative and Qualitative Disclosures About Market Risk60Item8.Financial Statements and Supplementary Data60Item9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure102Item9A.Controls and Procedures102Item9B.Other Information104Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections104 PARTIII Item10.Directors, Executive Officers and Corporate Governance104Item11.Executive Compensation104Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters104Item13.Certain Relationships and Related Transactions, and Director Independence104Item14.Principal Accounting Fees