Single Studio; real-estate purchase excluded.
Applied weekly to Gross Sales.
Full-period franchised population reported.
1,209 franchised; 15 affiliate-owned.
One conditional 10-year successor term.
Direct trade-off answer
What are Orangetheory’s most material pros and cons?
The operating system can reduce ambiguity for a buyer prepared to follow prescribed site, presale, training, supplier, technology, and marketing processes. The same architecture can create friction for buyers seeking local pricing, sourcing, channel, staffing, or exit flexibility. Item 19 supplies unusually broad historical gross-sales data, but it does not disclose Studio expenses or profit.
Studio launch system and 250-member threshold
Verified fact: OTF Franchisor provides site criteria, plan review, training, presales assistance, and opening support, while requiring at least 250 qualified presale memberships before opening.
Source: 2026 Orangetheory FDD, Items 7 and 11, pp. 17–19 and 30–43; Franchise Agreement §§4 and 8.
OTconnect, OTbeat, and approved purchasing
Verified fact: The Studio must use the Technology System and approved products; required or specification-controlled purchases represent about 90% of establishment purchases and 70% of operating purchases.
Source: 2026 Orangetheory FDD, Items 5, 6, 8 and 11, pp. 10–15, 20–24 and 35–36; official OTconnect Beat overview and Orangetheory privacy policy.
Broad Item 19 disclosure with a defined evidence gap
Verified fact: Item 19 reports average, median, quartile, high, and low Gross Sales for 1,189 franchised Studios operating throughout the measurement period.
Source: 2026 Orangetheory FDD, Item 19, pp. 57–59. The FTC franchise buyer guide explains why FDD figures require independent investigation.
Territory protection linked to sales performance
Verified fact: A compliant Studio receives protection against another public Orangetheory Studio inside its defined Territory, but the agreement is not exclusive and reserves specified channels and locations.
Source: 2026 Orangetheory FDD, Items 6 and 12, pp. 14–15 and 43–47; Franchise Agreement §§1(f), 1(g) and 16.
Manager-led contract, owner-operator selection posture
Verified fact: Item 15 recommends—but does not contractually require—owner supervision, while requiring a trained full-time on-premises manager devoted to the Studio.
Source: 2026 Orangetheory FDD, Item 15, p. 50; official U.S. franchising criteria. The executed agreements control legal obligations.
Long operating term with conditional exit routes
Verified fact: The Franchise Agreement has a 10-year initial term and one conditional successor term; transfers require approval, fees, training, updates, and compliance with stated conditions.
Source: 2026 Orangetheory FDD, Item 17, pp. 53–57; Franchise Agreement §§2, 10, 14, 17 and 21.
Item 20 context
What does the U.S. outlet record show?
The disclosed U.S. system contracted over the last two reported year-ends: 1,333 total Studios at December 31, 2023, 1,298 at December 31, 2024, and 1,224 at December 31, 2025. This direction matters to buyers assessing system turnover and support capacity, but the counts do not establish the economics of any individual Studio.
Franchised and affiliate-owned Studios; exact counts as of December 31.
Interpretation: the total fell by 109 Studios from 2023 to 2025. Item 20 separately reports openings, non-renewals, other cessations, reacquisitions, and transfers; those categories should not be treated as interchangeable failures.
Source: 2026 Orangetheory FDD, Item 20, Table 1, p. 60. Table 6 reports 33 transfers in 2023, 43 in 2024, and 214 in 2025.
Item 19 evidence quality
How much of the observed Studio population is represented?
Item 19 includes 1,189 of 1,296 franchised Studios in the relevant current-and-closed population, or 91.7%. The excluded 107 Studios include 95 that permanently closed during the measurement period. Coverage is broad, but the exclusion profile and absence of expense data limit direct use for a buyer’s profit forecast.
Twelve months ended February 28, 2026; 1,296-Studio observed universe.
Interpretation: broad coverage improves revenue benchmarking, but average Gross Sales of $802,145 and median Gross Sales of $750,643 are not earnings figures because rent, payroll, royalties, marketing, technology, and other expenses are absent.
Source: 2026 Orangetheory FDD, Item 19, pp. 57–59.
Operating relationship
Where can prescribed support become operating control?
The central buyer question is not whether support exists, but which decisions remain local after the Franchise Agreement, Manuals, Technology System, supplier approvals, and marketing rules are applied. Buyers with multi-site management discipline may value repeatable processes; highly autonomous operators may experience the same processes as constraints.
Sources: 2026 Orangetheory FDD, Items 6, 8, 11 and 16, pp. 12–15, 20–24 and 30–52; official Orangetheory FAQ.
Financial condition
The 2026 FDD cover flags the franchisor’s financial condition as a special risk. Item 21 identifies SEB Franchising Guarantor LLC as guarantor. At December 31, 2025, support affiliate Anytime Fitness LLC reported $177.5 million of operating cash flow, $945.3 million of long-term debt, and a $932.0 million member’s deficit. These facts do not, by themselves, establish insolvency or predict future service levels.
Source: 2026 Orangetheory FDD cover and Item 21, p. 68; Exhibit D. Review the guaranty’s scope against the services promised by OTF Franchisor, LLC.
Buyer verification
What should a buyer verify before signing?
The highest-value diligence work converts system-level disclosures into site-specific assumptions. The questions below focus on the provisions most likely to change capital exposure, workload, control, revenue evidence, and exit flexibility.
- Obtain the final Territory map and identify Limited Access Locations, reserved digital channels, affiliated concepts, nearby signed sites, and relocation constraints.
- Model the royalty shortfall at each Performance Standard and test the effect of the 8% Royalty, 3% Brand Fund contribution, and required local advertising.
- Request current OTF Sourcing quotes, approved-supplier alternatives, equipment replacement history, Technology Fee increases, OTbeat charges, rebates, and typical upgrade timing.
- Rebuild Studio economics from Item 19 using local rent, payroll, insurance, utilities, cleaning, marketing, merchant fees, technology, debt service, and owner compensation.
- Ask OTF Franchisor to explain the 214 reported 2025 transfers, then interview a representative mix of current owners, transferees, non-renewing operators, and closed-Studio contacts.
- Reconcile the official owner-operator selection standard with the Franchise Agreement’s manager provisions, including manager recruiting, certification, replacement, and temporary-management costs.
- Have franchise counsel test successor-term, transfer, right-of-first-refusal, purchase-option, Florida dispute, personal-guaranty, and post-term noncompetition provisions under the buyer’s state law.
- Review SEB Franchising Guarantor LLC’s guaranty and the audited Item 21 statements with an accountant, focusing on which Orangetheory support obligations are actually covered.
The FTC’s franchise buyer guide and franchise guidance resources provide a framework for document review and franchisee interviews.
Conditional synthesis
Which buyer profile is most aligned with these trade-offs?
More aligned
A well-capitalized owner-operator or multi-unit team that can manage a lease-intensive buildout, employ a full-time trained manager, follow standardized technology and purchasing rules, execute presales, and monitor annual sales thresholds may value the defined Orangetheory operating architecture.
More likely to face friction
A buyer seeking absentee ownership, broad supplier choice, independent digital selling, absolute territorial exclusivity, light ongoing fees, or an uncomplicated resale may find the Franchise Agreement’s operating controls and conditional exit rights restrictive.
The strongest verified structural advantage is the documented launch, training, technology, and operating framework. The most material burden is the interaction of sales-performance remedies with recurring fees, reserved channels, sourcing dependence, and contractual control. Before signing, the highest-priority fact to verify is whether a specific site can support the required Studio economics after all local expenses—not merely whether its projected Gross Sales resemble the Item 19 average.