Planet Fitness Enters $350M Share Repurchase Agreement with Citibank

Planet Fitness announced that it has entered into a $350M accelerated share repurchase agreement with Citibank. The company will acquire shares under the ASR Agreement as part of its $500M share repurchase authorization previously announced on June 13, 2024. As of December 15, before giving effect to the ASR agreement, approximately $350M remained available for share repurchases pursuant to the 2024 share repurchase program. Pursuant to the terms of the ASR agreement, the company will pay the bank $350M in cash and will initially receive approximately 2.5M shares of the company's Class A common stock, which is approximately 80% of the shares of the company's Class A common stock it expects to repurchase under the ASR agreement. The total number of shares to be repurchased will be based on the average of the daily volume-weighted average prices of the company's Class A common stock during the term of the transaction, less an agreed discount and subject to potential adjustments pursuant to the terms and conditions of the ASR agreement. At final settlement, the bank may be required to deliver additional shares of Class A common stock to the company, or under certain circumstances, the company may be required to deliver shares of Class A common stock or to make a cash payment, at its election, to the bank. The final settlement of the transaction under the ASR agreement is expected to occur no later than the first quarter of 2026.