We believe that everyone deserves to be fit and feel great. By removing the barriers that are keeping people away from exercising, we encourage everyone to move towards a healthy lifestyle. We aim to live up to our mission to make fitness accessible to everyone, that everyone can feel comfortable in our clubs, and that our members can be themselves. We do this by being conscious of our environment and our communities, even beyond our members.
At Basic-Fit, we aim to have a positive impact on people, our planet and our local communities. Our ambition is to achieve a fitter world by 2030 and this is reflected in our 'Go for a fitter world programme'1 that we launched in 2021. Our sustainability roadmap goes from offering both our members and employees a healthy and safe environment, to reducing the impact of our business on the environment, and to the way we give back to our communities. You will find more details of our sustainability strategy below and in the Sustainability statement section of this annual report.

Exercise and vitality are essential for a well-functioning society. In its 'Global status report on physical activity 2022', the World Health Organization stated that almost 500 million people will develop heart disease, obesity, diabetes or other non-communicable diseases attributable to physical inactivity between 2020 and 2030, and emphasised the high related cost of physical inactivity if people are not encouraged to take up more physical exercise. The health and fitness industry has a crucial role to play in promoting the benefits of staying active and increasing the population's overall fitness.
We at Basic-Fit contribute to this by aiming to have a positive impact on as many people as possible across Europe through our products and services. Our holistic approach includes training options to work out in our clubs, in outdoor spaces or at home. Accessibility remains a key criterion for people to join a fitness club, which is why we have increased our network of clubs across Europe, as well as the number of 24/7 facilities. In addition to being accessible, our clubs must also offer a safe and comfortable environment for all members. An acknowledgement of our dedication to quality, safety and professionalism, to enable us to give our members the best high-quality experience is reflected in our certification with the FITcert® scheme. FITcert® independently checks that clubs are compliant with the European Standard EN 17229. This standard covers management, operations, supervision, and fitness trainer qualifications.
We also aim to minimise the negative impact of our activities on our planet and, more specifically, to reduce our carbon emissions. We have made efforts to understand the main sources of our emissions, including the calculation of our full carbon emissions inventory (Scopes 1, 2 and 3). Over the past year, our dedicated energy department, together with our sustainability team, focused on the implementation of energy reduction initiatives, including new solar panels, more EV charging stations or gas transformation opportunities. We also aim to create more awareness internally and invite our employees to join us in our efforts.
As we recognise our impact on the environment, we now consider our role and impact on the local communities in the countries where we operate and beyond. Advocating for diversity, promoting the benefits of sports activities and fostering responsible and healthy behaviour are key drivers in our ambition to make the world a fitter and more inclusive place. We believe that fitness has a positive impact on society. Our contribution is particularly focused on children and young adults who lack the opportunity to exercise, whatever their background or ability. Participating in sport from an early age encourages young people to develop good habits and to acquire skills that will benefit them socially and professionally, as well as help them work towards a healthier future. Since 2020, we have been partnering with well-established organisations that develop specific sports or job programmes to support their community: the Cruyff Foundation in the Netherlands and Spain, Sport dans la Ville in France and Sport2be in Belgium. Last year, we also launched our partnership with the Tour de France, reinforcing our mantra of making fitness accessible to everyone.
In the coming years, we aim to increase our contribution and investment in our communities, and by expanding our cooperation with our partners, we aim to give more young people a better chance to lead healthy and active lives.

Basic-Fit engages with diverse business cultures and practices in the countries in which it operates. We recognise our responsibility to take care of the environment and our people, promote integrity, and protect human rights, and avoid corruption and bribery.
We consider taxation an important contribution to a sustainable society. The various taxes we pay are an important source of funding of public services provided by governmental institutions in the countries where we operate.
Basic-Fit pursues a transparent and responsible tax strategy in all our operating countries. Our tax strategy is in alignment with the long-term interests of all stakeholders, including shareholders, governments, and communities. We fully support and follow the OECD transfer pricing guidelines and we endorse the Dutch Tax Governance Code set out by The Confederation of Netherlands Industry and Employers (‘VNO-NCW’) in 2022. More information can be found in our Tax Report2.
Basic-Fit's value creation model provides insight into the resources we use to achieve our strategic objectives and the impact that we ultimately have on the world around us. It aligns our material aspects and sustainability targets with our mission and strategy.
Our business model is based on our mission to make fitness accessible to everyone and to get people to love their fitness habits. We aim to achieve this by using technology and innovations to provide the best high-value and affordable fitness solutions that are easy for everyone to use.
Key elements of our business model are a winning customer proposition and brand, scalability in existing and new regions, significant cost benefits in building and running clubs, and clear potential for continued growth.
The output of our value creation model is aligned with our strategic, financial and sustainability goals: affordable, innovative and high-quality fitness that is accessible to everyone, resulting in cycles of strong returns and sustainable growth in a way that is responsible towards both the environment and society.
The model below reflects our integrated thinking at Basic-Fit. The impact we have through our value creation model is aligned with our strategic and sustainability goals. We strive to have a positive impact on the health of people, our planet and the communities in which we operate. You will find more details of this in the Sustainability statement section of this annual report.

Modern day fitness clubs originated in the United States and the first chains came to Europe in the 1980s. Since that time, we have seen steady growth in the number of clubs available allowing fitness to become one of the most popular sports activities across Europe. At the same time, the percentage of people who are members of a fitness club, also known as the penetration rate, is still relatively low in most European countries. In our core and growth markets the fitness penetration rates are as follows, Spain 13%, France 10%, Belgium 10%, the Netherlands 19%, and Germany 13%1. While the Netherlands is clearly ahead in terms of penetration growth rates versus most other European countries, Basic-Fit still believes there is further room for fitness penetration growth. In all of our markets, our aim is to move closer to the 31% fitness penetration rate2 seen in the United States.
There are several factors that determine penetration rates across Europe. One of the most important factors is the availability of value-for-money fitness clubs where people live or work. The majority of the countries where Basic-Fit operates are still characterised by large mid-market and premium fitness segments that cater predominantly to consumers who live or work nearby and who can afford relatively high membership fees. In these markets, the value-for-money segment accounts for a modest, albeit fast-growing, piece of the pie in terms of the number of clubs and total membership numbers. We still believe there is an immense potential for value-for-money fitness growth in our current markets, but also in potential new European markets. Our efficient and highly automated model has proven that a greater supply of value-for-money fitness clubs in geographies where there is no or limited availability generates more demand.
The untapped potential in all our markets remains enormous thanks to low fitness penetration rates and limited competition from large chains in the fast-growing, value-for-money fitness segment.
When it comes to identifying and assessing new sites and developing new clubs, we have strict site selection and club development procedures. These all help to make sure we meet our financial criteria. The Board will only approve a new rental contract if a site analysis points to a minimum return on invested capital3 (ROIC) of at least 30% at maturity. The average building costs of a new club and average rental costs can differ between city centre and cluster clubs on the one hand and regional clubs on the other. Most other club operating costs are similar for all the clubs in a country. In this respect, building costs and annual rental costs largely determine the minimum required number of memberships a new club should reach at maturity to generate a minimum ROIC of 30%. This means that a city centre club typically requires more memberships at maturity than a regional club.
Our scale and operational efficiencies, currently put us in a positive cash flow position at club level (underlying club EBITDA less rent) once we reach an average of approximately 1,400 memberships.
It also results in a payback period for the initial investment in a club of between three and four years.4 To capture the full potential of a local market, we have adopted a cluster strategy, which is aimed at opening clubs in a region or country following a predetermined order and pace. Instead of opening one club in the centre of a city, we aim to open multiple clubs across a city in a relatively short timeframe.
This helps us to reach the estimated full potential for value-for-money fitness in a market as quickly as possible, while also ensuring that the clusters of clubs deliver on the minimum ROIC threshold of 30% at maturity. We accept that occasionally we may only reach this threshold at a later stage, for example if we feel this is necessary to achieve a strong and sustainable position in a geographical area in the long term.
While our cluster clubs do compete with each other in terms of memberships, the impact is modest and included in our pre-opening assessments. On the other hand, cluster clubs benefit from local scale efficiencies, such as personnel planning, management affairs, marketing and other operating expenses. Having multiple locations also makes us the preferred brand to join, as we are likely to have a club near where people live, work or where their friends work out.
We combine a centralised and a decentralised site selection and development approach that uses local and regional real estate agents and an increasing number of dedicated contractors. This means we can open a lot of clubs quickly and in the right locations.
According to our definition, a club is considered mature5, and included in the mature club count, when it has been opened for at least 24 months at the start of the calendar year. With clubs being opened throughout the year, this means that on average, a club is first included in our mature club count after being open for approximately 30 months. In the period after opening - and until it reaches maturity - the club ramps up its membership numbers to an estimated6 average of 3,250.
Subsequently, membership growth levels out as the margin between members joining and members leaving the same club diminishes. In the first 24 months of a new club, the number of leavers is well below average rates for the group; in that period, a relatively large number of members are still under contract. A club is expected to reach the required minimum 30% ROIC threshold in its first year of maturity.
Our owned mature clubs network are the main profit generators within the group. This is because the costs of operating a club are comparable, regardless of whether a club is considered mature or immature. Once a club surpasses the membership threshold required to achieve cash flow break-even, which currently stands at around 1,400 memberships, nearly all additional membership growth contributes directly to increased cash flow. This is because the vast majority of a club's costs are fixed. Basic-Fit operated 1,216 mature clubs in 2025. With a total network of 1,660 Basic-Fit owned clubs at year-end, this indicates that 444 clubs are still in the process of maturing over the next few years. To assist the market with understanding the profitability potential of the Basic-Fit club network, we aim to highlight the embedded underlyi4g club EBITDA less rent of our network of clubs. Even without opening a single new club, the underlying club EBITDA less rent, calculated from the 1,660 Basic-Fit owned clubs, has the potential to increase to €614 million, based on the average mature club's underlying EBITDA less rent in 20257.
In all of our countries we offer a limited selection of membership types, consisting of an entry level price membership called Comfort at €24.99 per four weeks, a Premium membership for €29.99 per four weeks and an Ultimate membership for €34.99 per four weeks. With the Comfort membership, members can access all of the clubs in their home country while Premium and Ultimate membership types provides access to all of the Basic-Fit clubs across Europe.
However, in Germany, we offer the Basic membership for €19.99 per four weeks, which is limited to the use of one single club while the other memberships in Germany provide access to all clubs in the country, as well as all of the Basic-Fit clubs in Europe. In Germany, we do not offer the Premium membership, but we do offer the Ultimate membership for €29.99.
In addition to the Comfort, Premium and Ultimate memberships, we also offer the ‘Founding Member’ membership - now in its fourth year - to the first members who join a new club. The aim of offering the ‘Founding Member’ membership is to boost the membership in-growth of our newly opened clubs. Members who join in the first week after opening pay a lower membership fee than the prevailing entry level price. This lower membership price is valid for as long as they remain a member. The offer applies only to the club where they become a member. Thanks to this membership type new clubs start with a higher number of memberships than without this initiative. Additional benefits include a livelier customer environment post-opening, coupled with reduced start-up losses.
For the newly acquired owned Clever Fit clubs, these clubs will transition to the Basic-Fit pricing structure in 2026. Franchised Clever Fit clubs are able to set their own pricing models for their clubs as is dictated by law.
In addition to membership fees and joining fees, a club also generates revenue from a limited number of membership add-ons and other revenue streams. The membership add-ons are additional, fee-based services that can be added to a membership and thus lead to an overall higher yield per member. Add-ons include a sports water subscription, wellness offerings like massage chairs, a discounted personal trainer introduction session, a 12-week online certified personal coach subscription, or a flex option that gives members a greater number of options to cancel a membership within the first contract year. The add-on income stream is part of our fitness revenue.
Our clubs also generate Other club revenue. This revenue stream includes fees received from self-employed personal trainers and physiotherapists who offer their services in our clubs, as well as revenue from vending machines, and from the sale of day passes in our clubs. A club also generates revenue through digital out-of-home advertising. Third parties, usually large, well-known international consumer brands, can advertise their products and services to our relatively young member base via the TV panels in our clubs. This service is seeing strong demand among advertisers, as these target groups are difficult to reach via traditional media channels, such as live TV, radio and print.
The company also generates Non-club revenue, which is mainly derived from the online sale of home tools and other fitness-related products via our webshop and our in-house NXT Level nutrition brand via online and other distribution channels, including wholesale outlets, supermarkets and chemists.
With a net growth of 85 Basic-Fit clubs, we ended the year with 1,660 owned Basic-Fit clubs and approximately 4.8 million memberships. When we take into account the acquisition of Clever Fit, we grew our network by 493 clubs at the date of purchase - 491 clubs as of 31 December 2025 - to 2,151 clubs and 5.8 million memberships. This makes Basic-Fit the largest and fastest growing value-for-money fitness chain and franchisor in Europe measured by the number of clubs and memberships.
Our strong growth profile, combined with our fitness equipment refurbishment and replacement cycle, also makes us by far the largest buyer of new fitness equipment and parts in Europe. This position helps us to negotiate favourable terms for fitness equipment. We believe we get the best deals in terms of pricing, but also in terms of service agreements, such as extended warranties and short repair or replacement windows for damaged or out-of-order fitness equipment. Our scale also gives us bargaining power in terms of building, furniture and other club-related initial investment and refurbishment costs. As a result, we believe we can build a club of a similar size as that of our competitors for less.
Ongoing investments in operational efficiencies should also help us to reduce the average energy consumption of our clubs. In the coming years, we will continue to install remote operating tools in all of our existing and newly built clubs, which will enable us to monitor and reduce our energy usage.
Thanks to the automation of our administrative processes, we can operate a club at a relatively low cost with approximately three full-time equivalents (FTEs). Our remote camera system also allows us to operate nearly 75% of the clubs without staff in the Benelux 24/7 during off-peak night hours. The non-24/7 clubs also benefit from our remote camera and other systems and many can be run without staff during certain off-peak hours.
Over the past few years, we have received many offers to purchase medium-sized to larger chains, but we have a strict set of internal guidelines according to which we will only consider a deal if the price and opportunity are right. Equally important when it comes to deals are the terms of the existing rental contracts and the number of locations that have to be sold or closed over time.
In October 2025, we announced that we had reached an agreement to acquire Clever Fit in an all-cash transaction of €160 million plus a €15 million potential earn-out. The acquisition was completed on 10 November 2025. With this acquisition, Basic-Fit expanded its geographic footprint by six countries and 493 clubs at purchase and 491 clubs at year-end, became the immediate market leader in Germany and the wider DACH region and the largest franchisor in Europe.
Additionally, at the end of 2025, Basic-Fit entered into a purchase agreement to acquire 17 clubs from an existing franchisee for which a prepayment was made of €1 million. Prior to year-end, control for these 17 clubs had not been transferred.
As we look ahead to 2026, Basic-Fit's focus will be on converting the Clever Fit owned club portfolio to the Basic-Fit brand.
Moreover, Basic-Fit believes that the company can provide franchisees with a strong product that will enable them to make a good return on their investments. This includes synergies such as favourable conditions on fitness equipment purchases, low club staff numbers or staffless operations, a fully automated sales funnel, our in-house app technology - including QR code club access - and much more. Basic-Fit believes the costs associated for franchisees to rebrand to Basic-Fit would be in the range of €125,000 to €250,000.
Should a new or existing franchisee wish to become a Basic-Fit, the franchisee would sign a Basic-Fit franchisee contract. This contract would include an initial sign-on fee, as well as a 7% recurring fees on monthly revenues and 7% of monthly revenues for marketing (3.5% for local marketing and 3.5% for national marketing). In return, Basic-Fit anticipates that franchisees will be able to operate their businesses more cost efficiently through the benefits and synergies mentioned above, resulting in an increase in memberships and an increase in profitability.
Through our scale, operational expertise, and fully automated processes and technology this know-how will enable us to leverage a franchise model effectively and we further believe that franchising will allow Basic-Fit to continue its expansion into new territories in a capital light manner.
We finance our growth by reinvesting the cash flows we generate and by drawing on our available credit facilities. With the current expansion plans, we expect to be able to finance our organic growth fully via our cash flow generation as of 2025. We continuously monitor our short-term and long-term liquidity needs to ensure we have ample available liquidity at all times.
Several global trends continue to support the ongoing growth of the fitness industry in which we operate: 1) people are getting older; 2) an increasing number of people are suffering from lifestyle diseases, such as obesity and diabetes; 3) people are moving to cities; 4) people are increasingly looking for flexibility and instant gratification; 5) people are less active as a result of digitalisation and the increasing use of smartphones; and 6) more and more people have a sedentary lifestyle. These trends support the growing demand for fitness in a number of ways. Global life expectancy has been increasing, and this trend is expected to continue in the coming decades. At the same time, the perception of old age and how older people live their lives has also been changing. An increasing number of people are remaining active and mobile at an older age. A fitness workout is an ideal solution for people who want to stay in control and want to get fit at their own pace.
Increasing prosperity in Europe has brought with it higher incidences of lifestyle diseases over the past decades. Globally, a higher calorie intake of often unhealthy food is contributing to a surge in the number of people suffering from lifestyle diseases such as obesity and diabetes. More people are moving to cities, where the options for outdoor sports are more limited. Combined with the steady growth of the global population, this means there will be less space available for outdoor activities. All these trends are linked to increasing inactivity, particularly among younger generations, and this trend is being exacerbated by the rapid pace of digitalisation and the increased use of smartphones.
We are very pleased that governments and NGO policies are increasingly promoting and devoting attention to the importance of an active and healthy lifestyle. The fact that more resources are being devoted to informing the public about the need to adjust their lifestyles should lead them to adopt healthier habits, including regular exercise and a responsible diet.
The fitness sector in general, and Basic-Fit in particular, offers a highly effective, flexible and personalised way for people to remain active and stay fit. Basic-Fit caters to people who lead busy lives and are used to services that meet their needs, whenever and wherever they want. We offer all of this at a very affordable price and close to where people live or work, thereby maximising the potential number of Basic-Fit memberships.