F45 Training franchise
The franchisee operates a single F45 Training studio offering coached group workouts built on alternating periods of short, intense anaerobic exercise, sold mainly through memberships, using the franchisor's programming, equipment package, technology platform and brand standards.
Manager-run permitted Disclosed
- Source
- 2026 Franchise Disclosure Document — F45 Training Incorporated
- Document
- FDD 2026, issued 2026-04-01
- Item
- Item 15
- Page
- PDF p. 55
- Obtained
- Wisconsin Department of Financial Institutions — Franchise Registration Search, file 640736
Unless a General Manager is appointed, as discussed below, your Key Person must devote his or her full time and best efforts to the supervision of your operations
The franchisee must designate a Key Person who holds at least a 10% direct or indirect ownership interest, meets the franchisor's qualifications and signs the Guaranty. Unless a General Manager is appointed, the Key Person must devote full time and best efforts to supervising operations and may not engage in any other business. The franchisee may, with the franchisor's written consent, designate a General Manager, who must then devote full time and best efforts to supervising the Studio; the Key Person remains ultimately responsible. At least one Studio Manager must be retained at all times to run day-to-day operations.
What stands out
- Total estimated initial investment of $362,300 to $857,700 for one Studio, including the optional Recovery Amenities line of $40,000 to $67,000 and excluding any purchase of real estate.
- Initial fees to the franchisor are $60,000 establishment plus up to $2,500 document preparation; a $115,000 Equipment Pack must be bought from the franchisor, which is the sole approved supplier.
- Recurring fees carry minimums that apply regardless of sales: royalty at the greater of 7% of Gross Sales or $2,500 a month, Brand Fund at the higher of 2% or $200 a month, a $2,500 monthly Marketing Fee and a $500 monthly technology fee.
7 more observations
- Item 19 discloses average annual Gross Sales of $480,832 and median of $429,222 across 676 U.S. franchised Studios open at least 12 months, for the 12 months ended February 28, 2026, with results from $114,491 to $1,879,753 and only 41.3% above the average.
- No cost, margin or profit data is disclosed; the franchisor states it does not hold franchisee operating cost information.
- The system contracted from 789 franchised outlets at the end of 2023 to about 706 at the end of 2025, with 26 openings against 69 exits in 2025 and 68 transfers to new owners.
- The territory is not exclusive: a Protected Area covering a population of at least 15,000 is granted, but reserved venues, other channels and the affiliate brands FS8 and Vaura are carved out.
- Item 3 discloses 13 matters, including franchisee suits, four state regulatory actions over disclosure and financial performance representations, and a $10,500,000 securities settlement involving the parent, subject to court approval.
- The Key Person must own at least 10% and sign a personal guaranty; a spouse involved in the business must also guarantee, and a General Manager may run operations only with the franchisor's written consent.
- Item 20's 2025 tables do not fully reconcile — Table No. 1 shows 707 franchised outlets at year end while Table No. 3 shows 706 and the stated total of 708 implies 706.
Things to verify
- Ask for the cost side. Item 19 reports gross sales only, so build an independent model of rent, payroll, royalty and Brand Fund minimums, technology and marketing fees, equipment financing and debt service before relying on the $480,832 average.
- Understand where a new Studio would sit in the distribution: the bottom third averaged $281,691 in annual Gross Sales, and the sample excludes the 22 Studios that had not been open a full 12 months.
- Probe the reason for the net decline of roughly 83 franchised outlets over two years and the 68 transfers in 2025, and speak with franchisees who left the system as well as current ones.
6 more questions
- Confirm the actual franchised outlet count as of the fiscal year end, since Item 20's own tables give 706, 707 and an implied 706 for December 31, 2025.
- Check the total payable to the franchisor and its affiliates: the cover page states $299,600 to $373,200 of the initial investment goes to them, and required purchases are estimated at 80% of all purchases both to open and to operate.
- Review the four state regulatory matters in Washington, California and Michigan concerning disclosure practices and financial performance representations, and ask what compliance changes followed.
- Consider the effect of the affiliate brands FS8 and Vaura, which the FDD says face no restriction on soliciting F45 Studio members, and of the F45 U non-traditional venue licences.
- Clarify the apparent tension between the cover page's minimum sales performance risk factor and Item 12's statement that the Protected Area does not depend on sales volume.
- Verify what liquidity and net worth the franchisor expects in practice, since neither is disclosed in the FDD.
Category cost placeholders, not a forecast. This snapshot uses the default inputs; the calculator below updates when you edit them.
Evidence confidence: High. This describes source support, not investment quality. AI-extracted and machine-verified where stated; no human line-by-line review. Source and review record.
Read the full research overview
An F45 Training franchisee runs one boutique fitness studio, typically 1,650 to 2,400 square feet of leased space, delivering coached group workouts built around short bursts of high-intensity functional exercise. Franchisor F45 Training Incorporated, of Austin, Texas, has franchised since 2015.
Item 7 estimates the total initial investment for one Studio at $362,300 to $857,700, including an optional Recovery Amenities package of $40,000 to $67,000 and excluding real estate purchase. Initial fees to the franchisor are a $60,000 establishment fee plus up to $2,500 for document preparation, and a $115,000 Equipment Pack must be bought from the franchisor. Recurring fees are royalty at the greater of 7% of Gross Sales or $2,500 a month, a Brand Fund contribution of up to 2% or $200 a month, a $2,500 Marketing Fee and a $500 technology fee — at least $5,200 monthly before sales are counted. Minimum liquidity and net worth are not disclosed in the reviewed source.
Item 19 reports gross sales only. Across 676 of the 698 U.S. franchised Studios open at least 12 months at February 28, 2026, average annual Gross Sales were $480,832 and the median $429,222 for the 12 months then ended. The top third averaged $724,472 and the bottom third $281,691, results ran from $114,491 to $1,879,753 and 41.3% reached the average. The franchisor states it holds no franchisee cost data, so the FDD shows no profit figure.
Item 20 shows a shrinking system: franchised outlets rose from 728 to 789 in 2023, fell to 751 in 2024 and to about 706 at the end of 2025, with 26 openings against 54 terminations, 13 non-renewals and 2 other closures in 2025 and 68 transfers to new owners. Item 3 discloses 13 matters: five actions by identified current or former franchisees, four state regulatory matters over disclosure and financial performance representations, and a $10,500,000 insurance-funded securities settlement involving the parent, subject to court approval. Item 4 discloses no bankruptcy.
View ratings and their supporting evidence
Transparent ratings
How these are computedEach dimension is scored 1–5 from published formulas. Missing data yields “Not enough evidence to rate”, never a low score. There is no composite score by design.
How the system has performed, computed from the disclosed Items 7, 19 and 20. Figures a documented material source inconsistency puts in doubt are excluded, and the dimension shows “Not rated”.
Inputs
- Franchised outlets 728 → 706 (Item 20, Table 3)
- Thresholds: ≥15% → 5; 5–15% → 4; 0–5% → 3; −5–0% → 2; below −5% → 1
Inputs
- Attrition = (terminations + non-renewals + reacquisitions + ceased-other) ÷ start-of-year franchised units, averaged over 3 fiscal years
- Thresholds: <2% → 5; 2–4% → 4; 4–6% → 3; 6–10% → 2; >10% → 1
Inputs
- AUV $480,832 (disclosed) ÷ midpoint investment $610,000 = 0.79×
- Thresholds: ≥2.0 → 5; 1.5–2.0 → 4; 1.0–1.5 → 3; 0.7–1.0 → 2; <0.7 → 1
How much this brand’s FDD discloses, and how well-supported our data on it is. This measures transparency, not business performance — a strong business that discloses little scores low here and stays unrated above.
Inputs
- Item 19 present (+1)
- Average plus median or a distribution (+1)
- Population 97% of franchised units, clearly described (+1)
- Franchisor Track Record
- Franchising 11 years (since 2015) · 708 outlets · Item 3: 13 matter(s) disclosed · Item 4: none disclosed
- Multi-Unit Scalability
- A single Franchise Agreement may include the right and obligation to open multiple Studios, in which case an additional $60,000 establishment fee is payable … · Manager-run permitted
- Operational Intensity
- Manager-run permitted
Initial investment
FDD Items 5 and 7Format shown: One F45 Studio in leased space of approximately 1,650–2,400 sq ft, including the optional Recovery Amenities package
$362,300–$857,700 total initial investment. Excludes real estate purchase. Includes 3 months of additional funds.
View full investment breakdown — Items 5 & 7
| Initial franchise fee (the named Item 5 fee only) | $60,000 Disclosed
Disclosed as 'Establishment Fee'. Up to 25% discount available for certain approved US military veterans. In 2025, actual collected establishment fees ranged $30,000-$60,000, reflecting discounts and multi-unit deals. Other required Item 5 payments to the franchisor are listed separately below — this figure is the named fee only. |
|---|---|
| Other required initial payments to the franchisor (Item 5) |
|
| Total Item 5 payments to franchisor/affiliates | $180,100 Derived
$182,600 Derived
|
| Total initial investment — low | $362,300 Disclosed
Stated Item 7 total, low end. The line items sum exactly to this figure. |
| Total initial investment — high | $857,700 Disclosed
Stated Item 7 total, high end. The line items sum exactly to this figure. |
| Midpoint of range | $610,000 Derived
|
| Real estate purchase included? | No — assumes a leased site |
| Additional funds assumed | 3 months |
| Required liquid capital | Not disclosed in the reviewed source Not disclosedNot disclosed in the reviewed source. We did not find this value in 2026 Franchise Disclosure Document — F45 Training Incorporated; we do not fill gaps with estimates or third-party figures. No minimum liquid capital requirement is stated on the cover pages or in Items 1, 5, 7 or 15 of the reviewed document. |
| Required net worth | Not disclosed in the reviewed source Not disclosedNot disclosed in the reviewed source. We did not find this value in 2026 Franchise Disclosure Document — F45 Training Incorporated; we do not fill gaps with estimates or third-party figures. No minimum net worth requirement is stated anywhere in the reviewed document. |
The Item 7 table covers a single Studio in leased space and assumes a 2,000–3,000 sq ft rental (the studio itself is estimated at 1,650–2,400 sq ft). The stated total excludes the cost of real estate, building permits and financing if the franchisee buys or builds; the $5,000–$25,000 real property line reflects rent and deposits only. The additional-funds line covers the first three months of operation and excludes rent or mortgage payments. The stated totals include the optional Recovery Amenities line of $40,000–$67,000; on our arithmetic, removing that line would put the range at $322,300–$790,700. $299,600 to $373,200 of the total is payable to the franchisor or its affiliates per the cover page. The franchisor states it relied on average costs incurred by its U.S. franchisees and offers no financing.
Item 7 line items (26)
| Expenditure | Low | High |
|---|---|---|
| Establishment Fee — Payable to the franchisor on the Effective Date. | $60,000 | $60,000 |
| Document Preparation Fee — Payable to the franchisor on the Effective Date; Item 5 describes it as up to $2,500. | $2,500 | $2,500 |
| Equipment Pack — Purchased from the franchisor or its affiliates; price valid for 12 months from the Effective Date. | $115,000 | $115,000 |
| Equipment Pack shipping, taxes and duties — Low end assumes a state with no sales tax. | $0 | $20,000 |
| Induction Seminar — Covers two attendees; $750 for each additional attendee. | $1,500 | $1,500 |
| Head Trainer Induction | $600 | $600 |
| Travel and living expenses during training — For two individuals plus the Head Trainer. | $4,500 | $9,000 |
| Real property — Assumes renting 2,000–3,000 sq ft; low end assumes first month's rent with no security deposit. | $5,000 | $25,000 |
| Architectural design, engineering and permit documents | $10,000 | $20,000 |
| Leasehold improvements — Low end assumes a landlord-funded build-out; the estimates assume roughly a 30% landlord allowance. | $1,000 | $350,000 |
| Utility deposits — Generally refundable. | $1,000 | $2,000 |
| Exterior and interior signage | $5,000 | $10,000 |
| Furniture, fixtures and other equipment | $4,000 | $10,000 |
| Office equipment and supplies | $1,000 | $3,000 |
| Computer system — Includes an Apple MacBook Air, an Apple iPad and a high-speed router. | $1,000 | $2,000 |
| Business licenses and permits | $1,000 | $3,000 |
| Professional services | $1,000 | $5,000 |
| Insurance — Initial premiums. | $1,000 | $4,000 |
| Grand opening promotion — Required minimum spend from 120 days before opening through 30 days after. | $25,000 | $25,000 |
| Promotional merchandise — Purchased from the franchisor or its affiliate. | $3,000 | $3,000 |
| AED | $1,500 | $2,100 |
| Optional Recovery Amenities — Included in the stated Item 7 total; the FDD states the expense is $0 if the franchisee does not offer Recovery Amenities. | $40,000 | $67,000 |
| F45 body fat scanner — Plus shipping, handling and taxes. | $8,500 | $8,500 |
| Music licenses — Paid annually to performance rights organizations. | $1,700 | $2,000 |
| Minimum monthly royalty, first 3 months — Three months at the $2,500 monthly royalty minimum; does not reflect any calculation of Gross Sales. | $7,500 | $7,500 |
| Additional funds, first 3 months — Mainly payroll; excludes rent and mortgage payments. | $60,000 | $100,000 |
Source for every row: the Item 7 estimated-initial-investment table of 2026 Franchise Disclosure Document — F45 Training Incorporated (table begins PDF p. 30) — rows inherit the table's citation rather than carrying fifteen identical ones.
Other formats disclosed in Item 7 (1)
| Format | Low | High | Fee |
|---|---|---|---|
| Multiple-Studio franchise agreement | — | — | $60,000 |
Ongoing fees
FDD Item 6Royalty
7% of gross sales Disclosed
- Source
- 2026 Franchise Disclosure Document — F45 Training Incorporated
- Document
- FDD 2026, issued 2026-04-01
- Item
- Item 6
- Page
- PDF p. 22
- Obtained
- Wisconsin Department of Financial Institutions — Franchise Registration Search, file 640736
The greater of 7% of Gross Sales or $2,500 per month, so the minimum applies regardless of sales. Item 7 budgets $7,500 for the first three months at that minimum. Gross Sales excludes sales taxes, tips, returns to shippers and isolated sales of trade fixtures.
Brand advertising fund
2% of gross sales Disclosed
- Source
- 2026 Franchise Disclosure Document — F45 Training Incorporated
- Document
- FDD 2026, issued 2026-04-01
- Item
- Item 6
- Page
- PDF p. 22
- Obtained
- Wisconsin Department of Financial Institutions — Franchise Registration Search, file 640736
Brand Fund contribution of up to 2% of Gross Sales or $200 per month, whichever is higher. The franchisor states it began requiring Brand Fund contributions in the 2022 fiscal year.
Local marketing
$2,500/month Disclosed
- Source
- 2026 Franchise Disclosure Document — F45 Training Incorporated
- Document
- FDD 2026, issued 2026-04-01
- Item
- Item 6
- Page
- PDF p. 22
- Obtained
- Wisconsin Department of Financial Institutions — Franchise Registration Search, file 640736
A $2,500 monthly Marketing Fee is paid to the franchisor, which uses it to buy local advertising for the Studio. If the franchisor notifies the franchisee in writing that the fee is no longer payable to it, the franchisee must instead spend at least $2,500 per month on local advertising in its Protected Area.
Core requirements shown separately; caps, credits and conditions may overlap. Check the full schedule for technology, cooperative, transfer and other charges.
View all recurring fees and conditions
| Royalty | 7% of gross sales Disclosed
The greater of 7% of Gross Sales or $2,500 per month, so the minimum applies regardless of sales. Item 7 budgets $7,500 for the first three months at that minimum. Gross Sales excludes sales taxes, tips, returns to shippers and isolated sales of trade fixtures. The greater of 7% of Gross Sales or $2,500 per month, so the minimum applies regardless of sales. Item 7 budgets $7,500 for the first three months at that minimum. Gross Sales excludes sales taxes, tips, returns to shippers and isolated sales of trade fixtures. |
|---|---|
| Advertising / brand fund | 2% of gross sales Disclosed
Brand Fund contribution of up to 2% of Gross Sales or $200 per month, whichever is higher. The franchisor states it began requiring Brand Fund contributions in the 2022 fiscal year. Brand Fund contribution of up to 2% of Gross Sales or $200 per month, whichever is higher. The franchisor states it began requiring Brand Fund contributions in the 2022 fiscal year. |
| Required local marketing | $2,500/month Disclosed
A $2,500 monthly Marketing Fee is paid to the franchisor, which uses it to buy local advertising for the Studio. If the franchisor notifies the franchisee in writing that the fee is no longer payable to it, the franchisee must instead spend at least $2,500 per month on local advertising in its Protected Area. A $2,500 monthly Marketing Fee is paid to the franchisor, which uses it to buy local advertising for the Studio. If the franchisor notifies the franchisee in writing that the fee is no longer payable to it, the franchisee must instead spend at least $2,500 per month on local advertising in its Protected Area. |
| Technology / software | $500/month Disclosed
Technology Service Fee covering studio management software, the franchisor's technology platforms, intranet, email and website. The franchisor may raise it on 30 days' notice, limited to its actual cost increase plus up to 5% for overhead. Technology Service Fee covering studio management software, the franchisor's technology platforms, intranet, email and website. The franchisor may raise it on 30 days' notice, limited to its actual cost increase plus up to 5% for overhead. |
| Advertising cooperative | Not disclosed in the reviewed source Not disclosedNot disclosed in the reviewed source. We did not find this value in 2026 Franchise Disclosure Document — F45 Training Incorporated; we do not fill gaps with estimates or third-party figures. Item 6 provides for local advertising cooperatives set by the co-op itself but states that there are currently no co-ops, so no contribution amount is disclosed. Any co-op contribution would be credited dollar for dollar against the Marketing Fee requirement. |
| Transfer fee | 25% (see basis) Disclosed
25% of the then-current establishment fee plus the franchisor's reasonable costs and expenses, including training costs and legal and accounting fees. At the current $60,000 establishment fee that percentage equals $15,000. No fee applies where an individual or partnership transfers rights to a corporation controlled by the same interest holders, or on a transfer of a non-controlling interest by a Principal who has not signed the Guaranty. 25% of the then-current establishment fee plus the franchisor's reasonable costs and expenses, including training costs and legal and accounting fees. At the current $60,000 establishment fee that percentage equals $15,000. No fee applies where an individual or partnership transfers rights to a corporation controlled by the same interest holders, or on a transfer of a non-controlling interest by a Principal who has not signed the Guaranty. |
| Renewal fee | $5,000 one-time Disclosed
The greater of $5,000 or 10% of the then-current establishment fee. At the current $60,000 establishment fee, 10% would be $6,000, so $6,000 would apply at today's rates. Renewal also requires 6 to 9 months' notice and satisfaction of the other Item 17 renewal conditions. The greater of $5,000 or 10% of the then-current establishment fee. At the current $60,000 establishment fee, 10% would be $6,000, so $6,000 would apply at today's rates. Renewal also requires 6 to 9 months' notice and satisfaction of the other Item 17 renewal conditions. |
| Royalty + ad fund (% of sales) | 9% Derived
|
Fee schedule (33 fees; 32 verified against the source, 1 single-pass)
Every recurring, conditional and one-time fee found in this FDD's Item 6 table (plus mandatory recurring costs disclosed in Items 7/11), each cited to its page and carrying its verification status: verified means two independent readings agreed or a tie-break re-inspection of the page decided it; single-pass means one reading captured it and it has not been independently confirmed (permitted only for fees that cannot move modeled economics — see the materiality rule). Amounts marked “not stated” are charged at then-current rates the FDD does not quantify and are never modeled as $0.
| Fee | Amount | Frequency | Mandatory | Verification | Cite | Notes |
|---|---|---|---|---|---|---|
| Royalty Fee | 7% of gross sales (min $2,500/monthly) | monthly | Yes | verified (tie-break) | Item 6, p. 22 | Item 7 carries three months of the $2,500 minimum ($7,500) into the initial investment. |
| Brand Fund | 2% of gross sales (min $200/monthly) | monthly | Yes | verified (tie-break) | Item 6, p. 22 | The franchisor elected in fiscal 2022 to require franchisees to contribute. Item 11 (page 45 area, 'Brand Fund') states: 'You must contribute to the Brand Fund an amount which is the greater of: (i) $200 per month; or (ii) 2% of Gross Sales per month.' Franchisor-administered; the franchisor and affiliates may but need not contribute. |
| Marketing Fee (local advertising) | $2,500 | monthly | Yes | verified (2-pass) | Item 6, p. 22 | If franchisor notifies franchisee in writing that the fee is no longer payable to it, franchisee must instead spend at least $2,500/month directly on local advertising (Local Advertising Expenditure) in the Protected Area. Franchisor uses the fee to buy local advertising for the Studio. |
| Local Cooperative Advertising (Co-op) | Not stated | varies | No | verified (tie-break) | Item 6, p. 22 | Applies only if a Co-op is established covering the franchisee's Protected Area; the franchisor states there are currently no Co-ops. Cap and dollar-for-dollar credit confirmed in Item 11, page 45. |
| Promotional Programs | Not stated | per event | No | verified (tie-break) | Item 6, p. 23 | May be imposed only after the first 12 months of operation, and only if the Studio's Gross Sales are below 70% of the annual average gross sales of F45 franchisees operating at least 12 months. Page corrected to 23. Cover-page Special Risk flags the minimum sales performance requirement. |
| Non-Compliance Fee | Not stated | per event | No | verified (tie-break) | Item 6, p. 23 | Assessed only if the franchisee does not cure a non-compliance with the Franchise Agreement or the Standards as required. May be charged in addition to the on-site evaluation fee. |
| Technology Service Fee | $500 | monthly | Yes | verified (2-pass) | Item 6, p. 23 | May be increased on 30 days' notice, limited to actual cost increase plus up to 5% overhead. Covers studio management software, franchisor technology platforms, intranet, email and website. |
| Head Trainer Induction | $600 | per event | No | verified (tie-break) | Item 6, p. 23 | Payable whenever the franchisee hires a new Head Trainer; frequency depends on turnover. Travel, lodging, meals and compensation are additional. Item 5 (page 19) charges the same $600 for the pre-opening Head Trainer induction, which is already in the Item 7 initial investment - do not count that occurrence twice. |
| Nutritional Supplements for Resale and Promotional Merchandise | $3,000 | varies | No | verified (tie-break) | Item 6, p. 23 | Only if the franchisor exercises its right to require the purchase of nutritional supplements for resale; due 'when billed'. Item 6 note 6 lists the same $3,000 of promotional merchandise that Item 5 requires on ordering the Equipment Pack, so the first $3,000 is already inside the Item 7 initial investment. Note 5 warns the franchisor may also require prepared meals in the future at amounts that will vary. |
| Merchandise for Resale | $1,500 (min $1,500/quarterly) | quarterly | Yes | verified (2-pass) | Item 6, p. 24 | Franchisor may change the required quantity/dollar amount and frequency. Also required and referenced in Item 5. Citation audit 2026-09-04: page corrected 23 -> 24 (value verified on p. 24). |
| LionHeart Bands | $5,400–$10,000 | annual | Yes | verified (tie-break) | Item 6, p. 24 | Begins after the first 12 months of operation; the first year's 100 monitors are included in the Equipment Pack. The franchisor may increase the per-monitor cost. Monitors are resold to or supplied to members, so part of the cost may be recovered. Citation audit 2026-09-04: LionHeart Bands fee is $54/monitor; franchisee must order ≥100 monitors every year, so annual minimum = 100 × $54 = $5,400. |
| Interest | 18% of other | varies | No | verified (tie-break) | Item 6, p. 24 | Charged only on late payment of amounts owed to the franchisor. |
| Additional Training | $250–$500 | per event | No | verified (tie-break) | Item 6, p. 24 | Item 6 note 7 states that no ongoing training programs have been established and no fees for ongoing training have been set; the franchisee also pays its personnel's expenses. Note 7 sits oddly with a stated current rate, but both are printed; no reconciliation is offered. |
| On-site Remedial Training | $250–$500 | per event | No | verified (tie-break) | Item 6, p. 24 | Provided on the franchisee's request or when the franchisor believes it appropriate, subject to availability. |
| On-site Evaluation Fee | $160–$320 | per event | No | verified (tie-break) | Item 6, p. 24 | Charged only if the franchisor determines on an on-site evaluation that the Studio is not in compliance with the Franchise Agreement. Pass A's overlaps_with 'non-compliance-fee' is wrong: the two fees are cumulative, not credited against each other. |
| Secret Shopper Fee | $250 | annual | No | verified (2-pass) | Item 6, p. 24 | Remarks column states the franchisor 'may in the future implement' a secret shopper program, even though the Amount column states a current $250/year rate. Remarks describe this as a possible future program ('We may in the future implement a secret shopper program'), which conflicts with the 'Currently $250' amount language. |
| Transfer Fee | 25% of other | per event | No | verified (tie-break) | Item 6, p. 25 | No fee where an individual or partnership transfers rights to a corporation controlled by the same interest holders, or for a transfer of a non-controlling interest by a Principal who has not signed the Guaranty. |
| Securities Offering Fee | $3,000 | per event | No | verified (tie-break) | Item 6, p. 25 | Only if the franchisee seeks the franchisor's consent to raise funds through a public or private securities offering. |
| Renewal Fee | $5,000 (min $5,000) | per event | No | verified (tie-break) | Item 6, p. 25 | Payable on signing each renewal franchise agreement; the franchisee must give 6-9 months' notice and meet the other renewal conditions. Two renewal terms are available. |
| Annual Conference | $1,200 (min $1,200/annual)derived | annual | Yes | verified (tie-break) | Item 6, p. 25 | Billed on issuance of the invitation to the conference, whether or not the franchisee attends. DERIVED value: $600 per ticket × minimum 2 tickets = $1,200 minimum annual conference expense. The FDD discloses the COMPONENTS (per-ticket price and the two-ticket minimum, Item 6 table p. 25), not the $1,200 total itself. Item 6 note 9: travel and all other conference-related costs are additional and are not quantified. |
| Non-Attendance Fee | $100–$300 | per event | No | verified (tie-break) | Item 6, p. 25 | Charged if a person required to attend a training, conference or meeting fails to attend. |
| DJ Fee | $25–$400 | per event | No | verified (2-pass) | Item 6, p. 24 | Only if franchisor requires and supplies a DJ for a Saturday session at the Studio; franchisee may otherwise engage its own DJ. |
| Inspection and Testing | Not stated | per event | No | verified (tie-break) | Item 6, p. 26 | Payable before the franchisor approves a supplier the franchisee proposes. |
| Indemnification | Not stated | per event | No | verified (tie-break) | Item 6, p. 26 | Triggered when the franchisee's actions result in loss to the franchisor. |
| Audit Fee | Not stated | per event | No | verified (tie-break) | Item 6, p. 26 | Payable only if an audit shows the franchisee understated an amount owed to the franchisor by 3% or more. |
| Insurance Fee | Not stated | per event | No | verified (tie-break) | Item 6, p. 26 | Only if the franchisee fails to maintain the required insurance and the franchisor elects to obtain it. |
| Enforcement Costs | Not stated | varies | No | verified (tie-break) | Item 6, p. 26 | Only if the franchisee does not comply with the Franchise Agreement. |
| Third-Party Inspection Costs | Not stated | per event | No | verified (tie-break) | Item 6, p. 26 | Applies only if the Studio fails the third-party inspection. |
| Minimum monthly Royalty | $2,500 | monthly | Yes | verified (tie-break) | Item 6, p. 22 | Due from the Opening Date; the royalty is the greater of this minimum or 7% of Gross Sales. Item 7 (page 30) lists 'Minimum Monthly Royalty $7,500' for the first three months. Cover-page Special Risk flags the mandatory minimum payment. |
| Local Advertising Expenditure | $2,500 | monthly | Yes | verified (tie-break) | Item 11, p. 43 | Applies only if the franchisor waives or terminates the requirement to pay the Marketing Fee; it replaces, rather than adds to, that fee. Quarterly advertising expenditure report due within 15 days of quarter end. Employee incentive programs, non-media promotional costs, donations, in-Studio fixtures/equipment/products for resale, directory listings and Grand Opening Expenditures do not count toward the requirement. |
| Point of sale system (MindBody) | Not stated | monthly | Yes | verified (tie-break) | Item 11, p. 47 | All bookings and sales must be completed online. The $500/month Technology Service Fee expressly does not cover POS support, maintenance, repairs, upgrades or replacement. |
| Computer system support, maintenance and upgrades | $1,500–$2,500 | annual | Yes | verified (tie-break) | Item 11, p. 47 | Expressly excluded from the Technology Service Fee. |
| Enforcement Costs | Not stated | per event | No | single-pass | Item 6, p. 26 | Triggered by franchisee non-compliance. [Listed by one verification pass only (B); not independently confirmed.] |
The cover page flags that minimum royalty and advertising fund payments are due regardless of sales levels. Other fees disclosed in Item 6 include a $600 head trainer induction fee whenever a new head trainer is hired, additional training at currently $250 per day per person (up to $500), on-site remedial training at the same per diem, a $3,000 securities offering review fee, a non-attendance fee of currently $100–$300 per person, audit costs where an audit shows an understatement of 3% or more, insurance reimbursement, indemnification and enforcement costs.
Financial performance (Item 19)
What the franchisor actually disclosedWho is represented: 676 franchised F45 Studios in the United States that were open and operating for at least 12 months as of February 28, 2026. The franchisor states there were 698 franchised Studios in the United States on that date; the 22 excluded Studios were not open for the full reporting period of March 1, 2025 through February 28, 2026. No company-owned Studios and no international Studios are included. The tables also split the same 676 Studios into thirds by sales.
Qualifications: The figures are Gross Sales only. The franchisor states expressly that the data do not reflect cost of sales, cost of goods, operating expenses, rent or other occupancy costs, or any other costs that must be deducted to reach net income, and that franchisees are not required to report those costs to it. The sales data come from Studio point-of-sale reports and the franchisor states it does not regularly audit or verify them. The sample excludes 22 of the 698 U.S. franchised Studios open at February 28, 2026 because they were not open for the full March 2025–February 2026 period, so newly opened Studios are not represented. Company-owned and international Studios are excluded. Only 41.3% of the sampled Studios reached the systemwide average, and the disclosed spread runs from $114,491 to $1,879,753. The franchisor describes this as a historic representation rather than a forecast, and says written substantiation is available on reasonable request.
View full Item 19 disclosure and tables
F45 does make a financial performance representation, and it is a reasonably broad one: annual and monthly Gross Sales for 676 of the 698 U.S. franchised Studios that had been open at least 12 months as of February 28, 2026 — roughly 97% of the U.S. franchised base on that date by our arithmetic. Average annual Gross Sales were $480,832 and the median was $429,222 for the 12 months ended February 28, 2026. The tables also break the same Studios into thirds, showing average annual Gross Sales of $724,472 in the top third, $437,219 in the middle third and $281,691 in the bottom third, with individual results ranging from $114,491 to $1,879,753. What the Item 19 does not show is any cost, margin or profit figure — the franchisor states it does not hold franchisee operating cost data — and it does not cover Studios opened during the measurement period. A prospective buyer would need to build the expense side, including royalty and Brand Fund minimums, rent, payroll and debt service, independently.
| Metric | Subset | Value | Units | Period | Cite |
|---|---|---|---|---|---|
| Annual Gross Sales — average, all sampled franchised Studios 41.3% of units met or exceeded 279 of 676 Studios exceeded the average. | System (676 sampled Studios) Average | $480,832 | 676 | Mar 1, 2025 – Feb 28, 2026 | FDD p.65 |
| Annual Gross Sales — median, all sampled franchised Studios | System (676 sampled Studios) Median | $429,222 | 676 | Mar 1, 2025 – Feb 28, 2026 | FDD p.65 |
| Annual Gross Sales — highest single Studio | System (676 sampled Studios) High | $1,879,753 | 676 | Mar 1, 2025 – Feb 28, 2026 | FDD p.65 |
| Annual Gross Sales — lowest single Studio | System (676 sampled Studios) Low | $114,491 | 676 | Mar 1, 2025 – Feb 28, 2026 | FDD p.65 |
| Annual Gross Sales — average, top third of sampled Studios 38.7% of units met or exceeded Range for this group runs from $530,851 to $1,879,753; 87 of the 225 exceeded the group average. | Top third Average | $724,472 | 225 | Mar 1, 2025 – Feb 28, 2026 | FDD p.65 |
| Annual Gross Sales — median, top third of sampled Studios | Top third Median | $664,083 | 225 | Mar 1, 2025 – Feb 28, 2026 | FDD p.65 |
| Annual Gross Sales — average, middle third of sampled Studios 45.3% of units met or exceeded Range for this group runs from $355,990 to $530,851. | Middle third Average | $437,219 | 225 | Mar 1, 2025 – Feb 28, 2026 | FDD p.65 |
| Annual Gross Sales — median, middle third of sampled Studios | Middle third Median | $429,418 | 225 | Mar 1, 2025 – Feb 28, 2026 | FDD p.65 |
| Annual Gross Sales — average, bottom third of sampled Studios 61.5% of units met or exceeded Range for this group runs from $114,491 to $355,990. | Bottom third Average | $281,691 | 226 | Mar 1, 2025 – Feb 28, 2026 | FDD p.65 |
| Annual Gross Sales — median, bottom third of sampled Studios | Bottom third Median | $296,826 | 226 | Mar 1, 2025 – Feb 28, 2026 | FDD p.65 |
| Monthly Gross Sales — average, all sampled franchised Studios 41.3% of units met or exceeded The franchisor states this is the average annual figure divided by 12. | System (676 sampled Studios) Average | $40,069 | 676 | Mar 1, 2025 – Feb 28, 2026 | FDD p.65 |
| Monthly Gross Sales — median, all sampled franchised Studios Monthly maximum of $156,646 and minimum of $9,541 are also disclosed for this group. | System (676 sampled Studios) Median | $35,769 | 676 | Mar 1, 2025 – Feb 28, 2026 | FDD p.65 |
System health (Item 20)
Outlets, openings, exits and transfers by fiscal year · U.S. onlyView detailed Item 20 tables and source notes
| Fiscal year | Start | Opened | Terminated | Not renewed | Reacquired | Ceased — other | End | Transfers | Company-owned (end) |
|---|---|---|---|---|---|---|---|---|---|
| 2023 | 728 | 136 | 42 | 13 | 0 | 20 | 789 | 47 | 2 |
| 2024 | 789 | 34 | 46 | 16 | 0 | 10 | 751 | 42 | 2 |
| 2025 | 751 | 26 | 54 | 13 | 0 | 2 | 706 | 68 | 2 |
Disclosed 2026 Franchise Disclosure Document — F45 Training Incorporated, Item 20, Tables 1–3 (PDF p. 68). Three internal inconsistencies in the Item 20 tables are worth noting. First, Table No. 1 shows 707 franchised outlets at the end of 2025 while its own Total Outlets row shows 708 and its company-owned row shows 2 (707 + 2 = 709), and Table No. 3 shows 706 franchised outlets at the end of 2025; we carried 706 into the unit counts because it reconciles with the stated total of 708. Second, the Table No. 3 Totals row for 2025 does not foot: 751 + 26 openings − 54 terminations − 13 non-renewals − 2 ceased-other equals 708, not the 706 stated. The 2023 and 2024 Totals rows do foot exactly. Third, Table No. 1's 2023 rows show total outlets of 729 at the start of the year against a franchised start of 728 plus 3 company-owned, and label the company-owned change from 3 to 2 as '+1'. Transfers were unusually high in 2025 at 68, up from 42 in 2024, against only 26 openings and 69 total exits.
Source data notes (8) — inconsistencies found in the FDD itself during verification
Our verification re-reads every table. Where the FDD's own printed tables disagree, we document the discrepancy rather than silently "fixing" it. Classes: B = arithmetic error in the source's derived column; C = the printed tables genuinely disagree; D = a legitimate definitional difference (e.g., transfers netted, explained by a footnote); E = unresolved ambiguity. Figures a material C/E issue puts in doubt are excluded from our derived metrics, scores and rankings.
- [C/minor] Table 3 2025: The printed Totals row for 2025 does not foot: 751 + 26 opened - 54 terminations - 13 non-renewals - 0 reacquired - 2 ceased-other = 708, but the printed end is 706. Re-adding all 138 state rows (46 states x 3 years) gives 2025 opened 25 and terminations 55 with start 751 and end 706, and every individual state row foots. 2023 and 2024 Totals rows foot exactly and match the state detail. — Printed Totals row (page 76): 'Totals 2025 751 26 54 13 0 2 706'; state-row sum for 2025: start 751, opened 25, terminations 55, non-renewals 13, reacquired 0, ceased-other 2, end 706. Confirmed against the page image, so this is the source document's own error, not an extraction slip. Keep end 706 - it is corroborated by the state detail and by Table 1's Total Outlets (708 less 2 company-owned). The Totals row overstates openings by one and understates terminations by one; correct components are opened 25 and terminations 55. The 2-unit footing gap is 0.27% of the 751 start-of-year franchised base.
- [C/minor] Table 1 vs Table 3 2025: Table 1's Franchised row shows 707 franchised outlets at the end of 2025 (net change -44), while Table 3's Totals row shows 706. Table 1 is also internally inconsistent: its Total Outlets end-of-2025 figure is 708 with Company-Owned 2, which implies 706 franchised, and its printed net change of -45 matches 753 to 708 rather than its own components (707 + 2 = 709). — Table 1 (page 68): 'Franchised 2025 751 707 -44' and 'Total Outlets 2025 753 708 -45'; Table 3 (page 76): 'Totals 2025 751 ... 706'. 706 is right: it is corroborated twice - by the 46 footing state rows of Table 3 and by Table 1's own Total Outlets (708) less 2 company-owned outlets (confirmed by Table 4). Table 1's Franchised 707 is the single uncorroborated figure. Both readings show contraction, and the 1-unit gap is 0.13% of the 751 start-of-year base.
- [C/minor] record vs Table 1 2025: Validator warning 'units.franchised 706 != item20 last franchised_end 707': the record stores units.franchised = 706 (from Table 3) but item20.system_summary 2025 franchised_end = 707 (from Table 1). Each value is faithful to the table it came from; the disagreement is inherited from the source. — Same root cause as the Table 1 vs Table 3 conflict above. 706 is the corroborated figure, so system_summary 2025 franchised_end should read 706 to agree with units.franchised and with item20.franchised_status 2025 end (already 706); note in the record that Table 1 prints 707. No src/data change made in this pass.
- [C/minor] Table 1 2023: Table 1's Net Change for Company-Owned 2023 is printed as '+1' although the same row shows the count falling from 3 at the start of the year to 2 at the end (a decrease of 1). Table 4 confirms the decrease: Totals 2023 start 3, closed 1, end 2, driven by one California outlet closing. — Table 1 (page 68, image-confirmed): 'Company-Owned 2023 3 2 +1'; Table 4 (page 77): 'Totals 2023 3 0 0 1 0 2'. The correct net change is -1; the start and end counts (3 and 2) are corroborated by Table 4 and are the figures the site uses. The sign error is in the printed FDD, not in the extraction, and the record does not store net change, so no derived figure changes.
- [C/minor] Table 1 2023: Table 1 does not foot at the start of 2023: Franchised 728 plus Company-Owned 3 is 731, but Total Outlets at the start of 2023 is printed as 729. The end-of-2023 total (791 = 789 + 2) does foot, and 2024 and 2025 start/end totals foot. — Table 1 (page 68, image-confirmed): 'Franchised 2023 728 ...', 'Company-Owned 2023 3 ...', 'Total Outlets 2023 729 791 +62'. The components (731) are corroborated by Table 3's Totals start of 728 and Table 4's Totals start of 3, so the printed 729 is a source error in a start-of-period total the site does not use; the 2-unit gap is 0.27% of the 728 franchised base and no end-of-year figure is affected.
- [C/minor] Table 3 / Table 4 note 2 2023: Table 3 shows zero outlets reacquired by the franchisor in all three years and Table 4 shows zero reacquisitions from franchisees, yet Table 4's note 2 refers to a reacquisition of a Studio from a franchisee in early 2023 and the opening of a new company-owned Studio in 2023. Table 4's 2023 rows record neither: they show one California outlet closed and no openings. — Table 4 note 2 (page 77): 'we noted multiple transactions in 2022, including the reacquisition of a Studio from a franchisee in early 2023, and the opening of a new Corporate Owned Studio in 2023'; Table 4 Totals 2023 (page 77): start 3, opened 0, reacquired 0, closed 1, sold 0, end 2. The note describes what a prior FDD disclosed rather than restating this FDD's tables, and the company-owned totals (3 to 2) are corroborated by Table 1, so the table figures stand; only the reacquisition/closure classification of a single 2023 outlet is in doubt.
- [C/minor] Table 5 / Exhibits F-1 and F-2 2025: Table 5 is captioned 'Projected Openings As Of December 31, 2025', but the paragraphs immediately after it describe the Exhibit F-1 list of open outlets and the Exhibit F-2 list of outlets not yet opened as being 'as of December 31, 2024' - a year stale relative to the tables. — Table 5 caption (page 77): 'Projected Openings As Of December 31, 2025'; narrative (page 79 area): 'our franchisees with Open outlets as of December 31, 2024 are attached as Exhibit F-1'. The inconsistency is in the exhibit cross-references, not in any table figure; no unit count, opening, closure or transfer figure used by the site is affected.
- [D/minor] Item 19 vs Item 20: All Item 20 tables use a December 31 fiscal year end, while Item 19 reports a trailing 12 months ended February 28, 2026 for a population of U.S. franchised Studios, so the Item 19 population cannot be tied directly to the 706 franchised outlets at December 31, 2025. — Table 1 note 1 and the notes to Tables 2-4 all state 'All numbers are as of our December 31 fiscal year end', and Item 19 states its own trailing-twelve-month period ended February 28, 2026. The difference is a stated measurement-date definition, not an error; the two counts should not be reconciled, and no Item 20 figure changes.
Company-owned outlets (Table 4)
| Year | Start | Opened | Reacquired from franchisee | Closed | Sold to franchisee | End |
|---|---|---|---|---|---|---|
| 2023 | 3 | 0 | 0 | 1 | 0 | 2 |
| 2024 | 2 | 0 | 0 | 0 | 0 | 2 |
| 2025 | 2 | 0 | 0 | 0 | 0 | 2 |
Read: How to read Item 20.
Ownership and operations
Items 11, 12, 15, 17Manager-run permitted Disclosed
- Source
- 2026 Franchise Disclosure Document — F45 Training Incorporated
- Document
- FDD 2026, issued 2026-04-01
- Item
- Item 15
- Page
- PDF p. 55
- Obtained
- Wisconsin Department of Financial Institutions — Franchise Registration Search, file 640736
Unless a General Manager is appointed, as discussed below, your Key Person must devote his or her full time and best efforts to the supervision of your operations
The franchisee must designate a Key Person who holds at least a 10% direct or indirect ownership interest, meets the franchisor's qualifications and signs the Guaranty. Unless a General Manager is appointed, the Key Person must devote full time and best efforts to supervising operations and may not engage in any other business. The franchisee may, with the franchisor's written consent, designate a General Manager, who must then devote full time and best efforts to supervising the Studio; the Key Person remains ultimately responsible. At least one Studio Manager must be retained at all times to run day-to-day operations.
View operating requirements, territory and contract term
| Owner involvement (Item 15) | Manager-run permitted Disclosed
The franchisee must designate a Key Person who holds at least a 10% direct or indirect ownership interest, meets the franchisor's qualifications and signs the Guaranty. Unless a General Manager is appointed, the Key Person must devote full time and best efforts to supervising operations and may not engage in any other business. The franchisee may, with the franchisor's written consent, designate a General Manager, who must then devote full time and best efforts to supervising the Studio; the Key Person remains ultimately responsible. At least one Studio Manager must be retained at all times to run day-to-day operations. The franchisee must designate a Key Person who holds at least a 10% direct or indirect ownership interest, meets the franchisor's qualifications and signs the Guaranty. Unless a General Manager is appointed, the Key Person must devote full time and best efforts to supervising operations and may not engage in any other business. The franchisee may, with the franchisor's written consent, designate a General Manager, who must then devote full time and best efforts to supervising the Studio; the Key Person remains ultimately responsible. At least one Studio Manager must be retained at all times to run day-to-day operations. |
|---|---|
| Initial training | Initial training has three parts. The franchisee (or its Key Person) must attend a 5-day Induction Seminar in Austin, Texas after signing the Franchise Agreement and an approved lease; the fee of $1,500 covers two attendees and each additional attendee costs $750. A Head Trainer, whom the franchisee must employ, attends a 4-day Head Trainer induction that starts at the same time, for a $600 fee. Separately, at least 30 days after signing, the Key Person, the General Manager if any, and the Studio Manager must complete a free online program of webinars and instructional guides. The franchisor's training table totals 110 hours of classroom training and 10 hours of on-the-job training: Induction Seminar 40 hours and Head Trainer Induction 30 hours in Austin, Operations Manual guided review 10 hours and set-up and operations 10 hours online, and trainer training 20 classroom plus 10 on-the-job hours through the F45 Academy app. Induction is held at least monthly. If the Head Trainer does not attend or complete induction before opening, the franchisor provides on-site training for a fee of $4,000 to $11,000 depending on the number of trainers. Disclosed
Travel, lodging, meals and compensation for attendees are the franchisee's responsibility; Item 7 budgets $4,500 to $9,000 for them. Training is supervised by the franchisor's Senior Director of Global Network Education. |
| Multi-unit / development options | A single Franchise Agreement may include the right and obligation to open multiple Studios, in which case an additional $60,000 establishment fee is payable for each further Studio committed to. The franchisor states it can no longer estimate the initial investment for a multiple-Studio agreement beyond those additional fees. Separate multi-unit development agreements, which the franchisor calls Development Deals, were offered in the past but are no longer offered. All Franchise Businesses operated by a franchisee and its affiliates must share the same Key Person. Disclosed
Also described in Item 1 and in the Item 7 multiple-Studio section. No multi-unit discount or incentive is disclosed. |
| Territory (Item 12) | The franchisee does not receive an exclusive territory. The franchisee first selects a site within an agreed Designated Area; once the franchisor approves a site, a Protected Area is fixed around it, generally covering a population of at least 15,000 by the most recent U.S. census, though size and shape vary by franchisee. While the franchisee is in compliance, the franchisor and its affiliates will not establish or authorize another F45 Studio in the Protected Area. Continuation of the Protected Area does not depend on sales volume or market penetration, and the franchisor states it may not otherwise alter the area during the term or on renewal. The franchisor retains the right to advertise inside the Protected Area, to solicit and accept business from consumers there without compensating the franchisee, to operate at Reserved Areas such as office campuses, military bases, airports and hotels even if inside the Protected Area, to sell through other channels including the internet, to operate other brands, and to reserve all rights in the metaverse. The franchisee may not solicit customers outside its Protected Area and cannot relocate without consent. Disclosed
The franchisor's affiliate F45 U LLC licenses smaller-format Studios at universities, country clubs and other non-traditional venues, and affiliates franchise the competing FS8 and Vaura studio brands with no restriction on soliciting F45 members. |
| Initial term | 10 years Disclosed
Initial term runs 10 years from the Opening Date. |
| Renewal | Two additional consecutive 10-year terms. To renew, the franchisee must give written notice 6 to 9 months in advance, sign the franchisor's then-current form of renewal franchise agreement (which may differ materially from the current form), update required items, not be in default, pay all money owed, retain the right to the Location, execute a general release, pay the renewal fee, and meet then-current qualification and training requirements. Disclosed
The renewal fee is the greater of $5,000 or 10% of the then-current establishment fee (Item 6). |
| Staffing | The franchisee must employ a Head Trainer who completes the Head Trainer induction before opening and must retain at least one Studio Manager at all times to coordinate day-to-day operations. Item 1 notes that some state regulations require a Studio to be staffed during all hours of operation and to have CPR-certified personnel and an AED on site. The FDD does not disclose a typical headcount or operating hours. Disclosed
Payroll is described in Item 7 as the largest component of the $60,000–$100,000 additional funds for the first three months. |
Risk and legal observations
Items 3, 4, 8, 15, 17 — summarized neutrallyLitigation: 13 matter(s) disclosed Disclosed · Bankruptcy: None disclosed Disclosed
View legal disclosures, restrictions and guarantees
| Litigation (Item 3) | 13 matter(s) disclosed Disclosed Item 3 describes 13 matters. Five private actions were brought by parties the FDD expressly identifies as current or former F45 franchisees: a Delaware Chancery suit by a multi-unit franchisee over roughly $1,000,000 in disputed payments and pre-paid equipment packages, settled and dismissed in January 2026 with a $50,000 royalty credit; a pending Alabama federal action by a former franchisee alleging implied contract, negligence, fraud and estoppel claims over a third Studio, with discovery closing June 30, 2026; two Michigan federal actions by franchisees alleging breach of contract and state franchise-law and misrepresentation claims, settled in June 2024 (fifteen monthly payments of $100,000, with one franchise agreement terminated) and March 2024 ($200,000); and a Tennessee action by a former franchisee dismissed in September 2023 on the agreement's forum-selection clause, with appellate review denied and plaintiffs stating in March 2025 that they intended to refile. A sixth private action, brought in Illinois by two individuals, alleged Illinois Franchise Disclosure Act and consumer-fraud violations for non-disclosure and allegedly improper royalties; the court granted partial summary judgment on liability in July 2023 and the parties settled for $610,000 in December 2023. A California action by a public figure over use of name and likeness settled in August 2024 for seven monthly payments of $50,000. A securities class action against the parent, F45 Training Holdings, Inc., and five of its officers or directors over the July 2021 IPO registration statement reached a settlement agreement on February 13, 2026 for $10,500,000 to be covered by insurance, subject to court approval. Four regulatory matters are disclosed: two Washington consent orders (2022, involving $15,437.50 and rescission offers to seven franchisees; and 2023, $2,675) concerning franchise disclosure and pre-disclosure payments; a California consent order effective October 2023 with a $152,500 administrative penalty and rescission offers, concerning financial performance representations outside the FDD and undisclosed public-figure agreements; and a Michigan Attorney General settlement effective August 2023 with a $95,000 payment and rescission offers, concerning alleged financial performance representations. One matter was franchisor-initiated: an action in Hawaii federal court against a multi-unit franchisee over a competing business, settled in 2025 with the competing gym closed, studios divested and a settlement payment to the franchisor, and dismissed in December 2025. |
|---|---|
| Bankruptcy (Item 4) | None disclosed Disclosed Item 4 states that no bankruptcy is required to be disclosed. |
| Personal guaranty | Required Disclosed
The Key Person must sign a Principals' Guaranty and Assumption Agreement guaranteeing the franchisee's performance and binding themselves individually to the non-competition, confidentiality, transfer and dispute-resolution provisions. Where the franchisee is an individual, a spouse directly involved in the business must also sign the Guaranty and becomes jointly and severally liable; otherwise the spouse signs a confidentiality and non-compete agreement. The cover pages carry a state-required Spousal Liability risk factor. |
| Non-compete | During the term, the franchisee may not operate or hold an interest in a business similar to the franchised business, or one offering prepared meals or protein or other nutritional supplements similar to those the franchisee must sell. For 2 years after expiration or termination, and on certain transfers, the franchisee may not divert business or customers to a competitor or hold an interest in a similar business at the Location, within the Protected Area, or within a 5-mile radius of any F45 Studio then in existence or under construction. Both covenants are stated to be subject to state law. Key Persons, General Managers, Studio Managers and other personnel with access to training may be required to sign equivalent covenants. Disclosed
The franchisor reserves the right to shorten or eliminate the covenant for individuals who sign the ancillary form. |
| Transfer restrictions | No direct or indirect interest in the franchisee, the Franchise Agreement or the assets of the business may be transferred without the franchisor's consent, except that a Principal who has not signed the Guaranty may assign a non-controlling interest on notice, provided the transferee does not own a competing business. Conditions for approval include paying all amounts due, not being in default, executing a general release, paying the transfer fee, and remaining liable for pre-transfer obligations; the transferee must meet the franchisor's criteria, complete required training, guarantee obligations, sign the then-current franchise agreement and upgrade the Studio. The franchisor has a 30-day right of first refusal to buy the interest on the same terms offered by a third party. On death or permanent disability, the interest must be transferred to an approved person within 6 months. Disclosed
The transfer fee is 25% of the then-current establishment fee plus the franchisor's costs (Item 6). |
| Termination / non-renewal | Item 17 lists no right for the franchisee to terminate and no right for the franchisor to terminate without cause. The franchisor may terminate on default; for curable defaults the cure period is 30 days unless otherwise stated. Curable defaults include failure to maintain insurance, misuse of the Marks, failure to pay money owed, failure to comply with the non-competition covenants, unauthorized sales, threats to public health or safety, failure to observe System standards, and failure to designate a qualified replacement Key Person or General Manager. Non-curable defaults include insolvency, bankruptcy, receivership, unsatisfied final judgments, failure to obtain an approved site or open on time, abandonment, unauthorized transfer, false records, default under any other franchise agreement, and repeated defaults whether or not cured. Instead of terminating, the franchisor may suspend access to services, products or suppliers. On termination the franchisee must cease operating, pay amounts due plus damages and enforcement costs, return manuals, and at the franchisor's option assign telephone numbers, materials, equipment and the premises. Disclosed
The cover pages carry state-required risk factors on mandatory minimum royalty and advertising payments regardless of sales, and on required minimum sales performance levels. |
| Supplier restrictions (Item 8) | The franchisor is currently the only approved supplier of the proprietary Equipment Pack, which must be bought from it for $115,000 and covers TVs, dongles, sound system, exercise equipment, flooring and other opening items. LionHeart heart rate monitors, AEDs and F45 body scanners must also be bought from the franchisor, its affiliates or a required supplier, as may computer systems. The franchisee must buy at least $1,500 of F45 merchandise every three months and $3,000 of promotional merchandise, and may be required to stock nutritional supplements and prepared meals from designated suppliers. Signage, furnishings, equipment, software, advertising materials and insurance must meet the franchisor's specifications and, where approved suppliers exist, come from them. The franchisor estimates that required purchases and leases represent 80% of all purchases and leases both to open and to operate the business. It states it may profit from franchisee purchases and may receive payments, fees, commissions and reimbursements from approved suppliers. Disclosed
For the fiscal year ended December 31, 2025 the franchisor received $2,377,449.29 from required franchisee purchases, which it states was 6% of its total revenue of $41,943,017, plus $1,944,094.30 in supplier rebates, or 5% of that revenue. Rebates generally run from 0.1% to 20% of product purchases. The cover pages carry a state-required Supplier Control risk factor. |
| Dispute resolution | Claims must be mediated, except for franchisor actions for monies owed, injunctive or other equitable relief, or relief relating to real property, the Marks or confidential information. Mediation takes place in Austin, Texas. Venue for any other proceeding is the state, county or federal judicial district where the franchisor's principal place of business is located when the claim is filed. Texas law governs, excluding its choice-of-law rules. The Franchise Agreement also contains a jury trial waiver, a waiver of punitive or exemplary damages, and limitations on when claims may be raised. Each of these provisions is stated to be subject to applicable state law. Disclosed
The cover pages carry a state-required Out-of-State Dispute Resolution risk factor noting that disputes are resolved by mediation or litigation only in Texas. |
- Royalty and Brand Fund carry monthly minimums — the greater of 7% of Gross Sales or $2,500 for royalty, and the higher of 2% of Gross Sales or $200 for the Brand Fund — so both are payable regardless of sales volume, and a further $2,500 monthly Marketing Fee applies.
- The system contracted over the disclosure period: franchised outlets fell from 789 at the end of 2023 to 706–707 at the end of 2025, with 26 openings against 54 terminations, 13 non-renewals and 2 other closures in 2025 alone.
- Transfers of outlets to new owners rose to 68 in 2025 from 42 in 2024 and 47 in 2023, against a shrinking outlet base.
- Item 6 allows the franchisor to require paid participation in a special promotional program if, after the first 12 months, the franchisee's Gross Sales fall below 70% of the annual average gross sales of franchisees operating at least 12 months.
- The cover page lists a state-required 'Sales Performance Required' risk factor stating that failure to maintain minimum sales performance may cause loss of territorial rights and termination, while Item 12 states that continuation of the Protected Area does not depend on achieving a sales volume; the FDD does not reconcile the two statements.
- Affiliates franchise the FS8 and Vaura studio brands, and the FDD states there are no restrictions on operators of those brands soliciting members of F45 Studios.
- A separate affiliate, F45 U LLC, licenses smaller-format Studios at universities, country clubs and other non-traditional venues under a different arrangement.
- The franchisor's disclosed total revenue for the fiscal year ended December 31, 2025 was $41,943,017, of which about 11% came from required franchisee purchases and supplier rebates.
Summaries are neutral paraphrases of the cited document and are not legal advice. Read the full Items in the current FDD and consult a franchise attorney.
Illustrative unit economics
Model estimateModel estimate — not disclosed by the franchisor, not a forecast. Fee lines below come from this brand's verified FDD fee schedule and are computed exactly as disclosed (each line shows its arithmetic). Operating-cost ratios are category placeholders we chose — every one is editable and labeled assumption. Results are illustrative arithmetic, not expected returns. Every figure here belongs to one of five labeled categories — disclosed inputs, model assumptions, unmodeled mandatory fees, user-editable assumptions, and exclusions — defined in our methodology.
| Line (annual) | Downside | Base | Upside |
|---|---|---|---|
| Revenue (AUV basis) | $281,691 | $480,832 | $552,957 |
| − Cost of goods / supplies assumption | $14,085 | $24,042 | $27,648 |
| − Payroll (excl. owner) assumption | $98,592 | $168,291 | $193,535 |
| − Occupancy assumption | $50,704 | $86,550 | $99,532 |
| − Other operating expenses assumption | $39,437 | $67,316 | $77,414 |
| − Royalty Fee disclosed 7% of gross sales = $33,658 |
$30,000 | $33,658 | $38,707 |
| − Brand Fund disclosed 2% of gross sales = $9,617 |
$5,634 | $9,617 | $11,059 |
| − Marketing Fee (local advertising) disclosed $2,500/month × 12 = $30,000 |
$30,000 | $30,000 | $30,000 |
| − Technology Service Fee disclosed $500/month × 12 = $6,000 |
$6,000 | $6,000 | $6,000 |
| − LionHeart Bands disclosed $5,400 per year |
$5,400 | $5,400 | $5,400 |
| − Annual Conference derived $1,200 per year |
$1,200 | $1,200 | $1,200 |
| − Computer system support, maintenance and upgrades disclosed $1,500 per year |
$1,500 | $1,500 | $1,500 |
| = Modeled operating result before the items below (EBITDA-style) | −$860 | $47,258 | $60,962 |
| − Manager compensation assumption | $60,000 | $60,000 | $60,000 |
| = Modeled result after manager compensation | −$60,860 | −$12,742 | $962 |
| − Illustrative debt service assumption | $69,141 | $69,141 | $69,141 |
| = Illustrative pre-tax cash flow — before taxes, capital expenditures and unmodeled fees | −$130,001 | −$81,883 | −$68,179 |
| Modeled operating margin | -0.3% | 9.8% | 11% |
This modeled result is not owner income. It excludes: income taxes; capital expenditures and equipment-replacement reserves; working-capital needs; ramp-up losses; owner-specific costs; one-time and per-event fees (transfer, renewal, audit); and 1 mandatory fee(s) whose amounts the FDD does not state (listed below — real outflows are higher by these amounts). It is illustrative arithmetic on stated assumptions, not a promise or forecast of what a franchisee earns.
Mandatory fees disclosed but not quantified — not included in the modeled result: the FDD requires these but states no amount (e.g. billed at "then-current" rates). They are never modeled as $0. If you have a quote or estimate, enter an annual amount to include it as your own assumption:
- Point of sale system (MindBody) (Item 11, p. 47) — Mandatory third-party POS subscription with no disclosed price - requires an outside assumption.
Counted inside the operating-cost assumptions, not as separate fees:
- Merchandise for Resale (Item 6, p. 24): $1,500/quarter × 4 = $6,000 — this is a required purchase that is cost of goods, covered by the COGS % assumption; make sure that assumption is at least this large
Overlap control: Local Advertising Expenditure is counted within “marketing-fee” — excluded to avoid double counting; Minimum monthly Royalty is a floor on “Royalty Fee” ($30,000/yr) — already exceeded at this revenue, so not an additional charge.
Every figure in this table is a model estimate built on the disclosed fee schedule plus labeled assumptions. Excluded: income taxes, owner draw, working-capital swings, capital expenditures, ramp-up losses in year one, one-time and per-event fees (transfer, renewal, audit), and the undisclosed-amount fees listed above. Read AUV vs. EBITDA vs. owner income before using this.
Sources and provenance
Primary source: 2026 Franchise Disclosure Document — F45 Training Incorporated · issued 2026-04-01. Find the FDD at Wisconsin Department of Financial Institutions — Franchise Registration Search. We cite source pages and do not redistribute PDFs.
View all sources, provenance and verification notes
| Document | Obtained from | Dates | Status |
|---|---|---|---|
| 2026 Franchise Disclosure Document — F45 Training Incorporated Registry file 640736 · 298 pages Wisconsin registration effective April 2, 2026; registration status Registered. Item 20 data run through the December 31, 2025 fiscal year end and Item 19 through February 28, 2026, so this is the newest F45 disclosure document available at the time of extraction. | Wisconsin Department of Financial Institutions — Franchise Registration Search | Issued 2026-04-01 Retrieved 2026-08-29 | Newest available at retrieval |
AI-assisted extraction from the archived FDD text, independently machine-verified against the cited source (two passes plus tie-break); not human-reviewed. Extracted 2026-08-29. Last updated 2026-09-05. AI-assisted extraction independently machine-verified against the cited source document (2026-09-02): two independent AI reading passes plus tie-break re-inspection of every disagreement; 73 of 77 material fields confirmed (68 with the exact page citation re-confirmed), 0 corrected, 0 unresolved, 4 confirmed not disclosed. No human has reviewed this profile. Fiscal year covered: FY2025 (Dec 31, 2025). See how we use AI and verify data.
Fields flagged as uncertain (5)
- units.franchised — Item 20 Table No. 1 states 707 franchised outlets at December 31, 2025, but that conflicts with the same table's Total Outlets figure of 708 and its company-owned figure of 2, and with Table No. 3, which shows 706. We recorded 706 because it reconciles with the stated total; item20.system_summary keeps Table No. 1's stated 707 so the disclosed figures remain visible.
- item20.franchised_status[2025] — the Totals row does not foot: 751 + 26 − 54 − 13 − 0 − 2 equals 708, while the FDD states 706. Values are recorded exactly as printed.
- risk.litigation.franchisee_initiated_count — counted only the five matters where Item 3 expressly identifies the plaintiff as a current or former F45 franchisee. A sixth private action (Rezko and Johnson, Illinois) asserts Illinois Franchise Disclosure Act claims but the FDD does not state that the plaintiffs were franchisees, so it is described in the summary rather than counted.
- investment.franchise_fee_low and franchise_fee_high — recorded as the $62,500 sum of the $60,000 establishment fee and the $2,500 document preparation fee, both due to the franchisor on the Effective Date. Item 5 describes the document preparation fee as 'up to' $2,500 while Item 7 lists it at a flat $2,500, so the true low could be $60,000 if the franchisor charges less than its stated cap.
- item19.population_share_of_system — 96.8% is our arithmetic on the FDD's own figures (676 sampled of 698 U.S. franchised Studios at February 28, 2026), not a disclosed percentage.
Extraction notes (9)
- Item 7's line items sum exactly to both stated totals ($362,300 low and $857,700 high), which confirms that the optional Recovery Amenities line of $40,000 to $67,000 is inside the headline range. The alternative range excluding that line ($322,300 to $790,700) appears only in investment.notes and is our arithmetic.
- Three validator warnings are expected and reflect inconsistencies in the FDD itself rather than extraction errors: the 2025 Table No. 3 row that does not foot, the Table No. 1 versus Table No. 3 franchised year-end difference (707 versus 706), and units.franchised (706) differing from Table No. 1's franchised_end (707). All three are explained in item20.notes and uncertain_fields.
- Table No. 1 also mislabels the 2023 company-owned change from 3 to 2 as '+1' and shows total outlets at the start of 2023 as 729 where its own component rows imply 731. Neither affects the recorded 2025 figures.
- No minimum liquidity or net worth requirement appears anywhere in the reviewed text; a search of the cover pages and Items 1 through 22 returned no match for 'liquid' or 'net worth'.
- Item 20's tables are presented by U.S. state with no explicit worldwide/U.S. caption. We set us_only to true because Item 1 assigns other countries to separate affiliates and Item 19 refers to Studios 'in the United States'.
- fees.cooperative is recorded as not_disclosed because Item 6 provides for local advertising cooperatives but states none currently exist and gives no contribution amount.
- Item 19 discloses both annual and monthly Gross Sales, so headline_auv uses the disclosed annual average of $480,832 directly and no annualization was needed.
- The FDD's Item 8 revenue percentages are the franchisor's own: $2,377,449.29 from required purchases (stated as 6% of $41,943,017 total revenue) and $1,944,094.30 in rebates (stated as 5%).
- Verification 2026-09-02: fix_page /investment/franchise_fee_high 28 → 29
We do not host or redistribute FDD PDFs. Search the registry linked above by franchisor name to obtain the document. Found an error? Report a correction with the field and the primary source.
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