Planet Fitness, Inc.PLNT
Planet Fitness, Inc. Stock Compensation Disclosure
Equity-based compensation
Equity-based compensation
The following table summarizes equity-based compensation expense by award type:
Years Ended December 31, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
RSUs | $ | 8,786 | $ | 6,954 | $ | 5,699 | |||||||||||
PSUs | 3,064 | 1,405 | 795 | ||||||||||||||
Stock options | 11 | 138 | 1,004 | ||||||||||||||
ESPP | 472 | 416 | 408 | ||||||||||||||
Total(1) | $ | 12,333 | $ | 8,913 | $ | 7,906 | |||||||||||
(1) Equity-based compensation was recorded to selling, general and administrative expense in the consolidated statements of operations related to stock options, RSUs, PSUs and ESPP.
Omnibus Incentive Plan
In August 2015, the Company adopted the 2015 Omnibus Incentive Plan (the “2015 Plan”) under which the Company may grant options and other equity-based awards in an amount up to 7,896,800 shares to employees, directors and officers.
In May 2025, the Company adopted the 2025 Omnibus Incentive Plan (the “2025 Plan”) under which the Company may grant options and other equity-based awards in an amount up to 5,681,700 shares to employees, directors and officers. In connection with the adoption of the 2025 Plan, the 2015 Plan was terminated and the remaining unallocated share reserve was cancelled, and no new awards will be granted under the 2015 Plan.
Restricted stock units
Restricted Class A stock units (“RSUs”) granted to members of the Board of Directors vest on the first anniversary of the grant date, provided that the recipient continues to serve on the Board of Directors through the vesting dates. RSUs are also granted to certain employees of the Company and generally vest annually, on a tranche by tranche basis, over a period of to four years. RSU awards are valued using the intrinsic value method.
| Restricted stock units | Weighted average fair value | ||||||||||
Unvested outstanding at January 1, 2025 | 202,324 | $ | 70.65 | ||||||||
| Granted | 80,697 | $ | 97.30 | ||||||||
| Vested | (116,254) | $ | 72.66 | ||||||||
| Forfeited | (9,006) | $ | 76.72 | ||||||||
Unvested outstanding at December 31, 2025 | 157,761 | $ | 82.46 | ||||||||
The weighted-average grant-date fair value per share of RSUs granted was $68.85 and $75.71 for the years ended December 31, 2024 and 2023, respectively. The total fair value of RSUs vested was $8,447, $5,956, and $3,997 for the years ended December
31, 2025, 2024, and 2023, respectively. As of December 31, 2025, total unrecognized compensation expense related to unvested RSUs was $4,968, which is expected to be recognized over a weighted-average period of 1.3 years.
Performance share units
Class A performance share units (“PSUs”) are subject to both a service condition and a set of performance metrics that adjusts the quantity of awards earned from zero up to 200% of the original target quantity depending upon the Company’s results at the end of a or three year performance period against the performance metrics. These awards cliff-vest three years from the date of grant, and the Company recognizes compensation expense ratably over the required service period based on its estimate of the number of shares will vest upon achieving the measurement criteria. If there is a change in the estimate of the number of shares that are probable of vesting, the Company will cumulatively adjust compensation expense in the period that the change in estimate is made.
| Performance share units | Weighted average fair value | ||||||||||
Unvested outstanding at January 1, 2025 | 99,123 | $ | 70.66 | ||||||||
| Granted | 65,564 | $ | 96.62 | ||||||||
| Vested | (8,437) | $ | 82.39 | ||||||||
| Forfeited | (17,289) | $ | 74.67 | ||||||||
Unvested outstanding at December 31, 2025 | 138,961 | $ | 81.70 | ||||||||
Expected to vest at December 31, 2025 | 141,986 | $ | 82.10 | ||||||||
The weighted-average grant-date fair value per share of PSUs granted was $66.99 and $75.28 for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2025, total unrecognized compensation expense related to unvested PSUs was $6,547, which is expected to be recognized over a weighted average period of 1.9 years.
Stock Options
Generally, stock options awarded vest annually, on a tranche by tranche basis, over a period of four years with a maximum contractual term of 10 years.
The following summarizes stock option activity for the year ended December 31, 2025:
| Stock Options | Weighted average exercise price | Weighted average remaining contractual term (years) | Aggregate intrinsic value (in thousands) | ||||||||||||||||||||
Outstanding at January 1, 2025 | 88,592 | $ | 52.64 | ||||||||||||||||||||
| Granted | — | $ | — | ||||||||||||||||||||
| Exercised | (10,986) | $ | 62.95 | $ | 431 | ||||||||||||||||||
| Forfeited | (4,243) | $ | 78.25 | ||||||||||||||||||||
Outstanding at December 31, 2025 | 73,363 | $ | 49.62 | 3.0 | $ | 4,317 | |||||||||||||||||
Vested or expected to vest at December 31, 2025 | 73,363 | $ | 49.62 | 3.0 | $ | 4,317 | |||||||||||||||||
Exercisable at December 31, 2025 | 69,724 | $ | 48.06 | 2.9 | $ | 4,212 | |||||||||||||||||
The aggregate intrinsic value of options exercised was $13,246 and $8,776 for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2025, the total unrecognized compensation expense related to unvested stock options was immaterial and is expected to be fully recognized during 2026.
2018 Employee stock purchase plan
The 2018 Employee Stock Purchase Plan (the “ESPP”), as adopted by the Board of Directors in March 2018, allows eligible employees to purchase shares of the Company’s Class A common stock at a discount through payroll deductions of up to 10% of their eligible compensation, subject to any plan limitations. The ESPP provides for six-month offering periods, and at the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s Class A common stock on the first trading day of the offering period or on the last day of the offering period. As of December 31, 2025, a total of 1,000,000 shares of common stock were authorized for the issuance of equity awards under the ESPP. During the year ended December 31, 2025, employees purchased 14,528 shares under the ESPP.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.