Stockholders' equity |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Equity [Abstract] | |
| Stockholders' equity | Stockholders’ equity Pursuant to the exchange agreement between the Company and the owners of Holdings Units other than the Company (the “Continuing LLC Owners”), the Continuing LLC Owners (or certain permitted transferees thereof) have the right, from time to time and subject to the terms of the exchange agreement, to exchange their Holdings Units, along with a corresponding number of shares of Class B common stock, for shares of Class A common stock (or cash at the option of the Company) on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and similar transactions. In connection with any exchange of Holdings Units for shares of Class A common stock by a Continuing LLC Owner, the number of Holdings Units held by the Company is correspondingly increased as it acquires the exchanged Holdings Units, and a corresponding number of shares of Class B common stock are canceled. As of June 30, 2026: •Holders of Class A common stock owned 75,197,081 shares of Class A common stock, representing 99.6% of the voting power in the Company and, through the Company, 75,197,081 Holdings Units representing 99.6% of the economic interest in Pla-Fit Holdings; and •the Continuing LLC Owners collectively owned 316,128 Holdings Units, representing 0.4% of the economic interest in Pla-Fit Holdings, and 316,128 shares of Class B common stock, representing 0.4% of the voting power in the Company. Share repurchase program 2024 share repurchase program On June 13, 2024, the Company’s board of directors conditionally approved a share repurchase program of up to $500.0 million (the “2024 Share Repurchase Program”), which became effective on September 16, 2024. During the three and six months ended June 30, 2025, the Company repurchased and retired 21,519 and 565,745 shares of Class A common stock for a total cost of $2.1 million and $52.1 million, respectively. A share repurchase excise tax of $0.4 million was also incurred. On December 12, 2025, the Company entered into a $350.0 million accelerated share repurchase agreement (the “2025 ASR Agreement”) with Citibank, N.A. (the “Bank”). Pursuant to the terms of the 2025 ASR Agreement, on December 16, 2025, the Company paid the Bank $350.0 million in cash and received 2,548,234 shares of the Company’s Class A common stock, which were retired, and the Company recorded an increase to accumulated deficit of $280.0 million, representing 80% of the total 2025 ASR Agreement value based on the closing price of the Company’s Class A common stock on the commencement date of the transaction. Final settlement of the 2025 ASR Agreement occurred on January 12, 2026. At final settlement, the Bank delivered an additional 754,644 shares of the Company’s Class A common stock, which were retired by the Company. The final number of shares repurchased was determined based on the volume-weighted average stock price of the Company’s Class A common stock of $108.76 during the term of the transaction, less a discount and subject to adjustments pursuant to the terms and conditions of the 2025 ASR Agreement. The 2025 ASR Agreement had been evaluated as an unsettled forward contract indexed to our Class A common stock, with $70.0 million classified as an increase to accumulated deficit at the original date of payment. 2025 share repurchase program On December 15, 2025, the Company’s board of directors conditionally approved a share repurchase program of up to $500.0 million (the “2025 Share Repurchase Program”), which became effective on January 12, 2026. During the three and six months ended June 30, 2026, the Company repurchased and retired 3,965,298 and 4,579,023 shares of Class A common stock for a total cost of $200.0 million and $250.0 million, respectively, in addition to the above-mentioned 2025 ASR Agreement amounts. A share repurchase excise tax of $3.2 million was also incurred. As of June 30, 2026, there is $250.0 million remaining under the 2025 Share Repurchase Program. The timing of purchases and amount of stock repurchased are subject to the Company’s discretion and dependent upon market and business conditions, the Company’s general working capital needs, stock price, applicable legal requirements and other factors. The ability to repurchase shares at any particular time is also subject to the terms of the indenture governing the Company’s securitized senior 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. Preferred stock The Company had 50,000,000 shares of preferred stock authorized and none issued or outstanding as of June 30, 2026 and December 31, 2025.
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