Planet Fitness Enters Material Agreement, Files 8-K

Ticker: PLNT · Form: 8-K · Filed: Jun 13, 2024 · CIK: 1637207

Planet Fitness, Inc. 8-K Filing Summary
FieldDetail
CompanyPlanet Fitness, Inc. (PLNT)
Form Type8-K
Filed DateJun 13, 2024
Risk Levelmedium
Pages3
Reading Time3 min
Key Dollar Amounts$0.0001, $280 million, $500 million, $355 million
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, financial-obligation, 8-k

Related Tickers: PLNT

TL;DR

Planet Fitness just filed an 8-K for a material agreement and financial obligation. Keep an eye on this.

AI Summary

Planet Fitness, Inc. entered into a Material Definitive Agreement on June 12, 2024, related to a financial obligation. The company also issued a Regulation FD Disclosure and filed financial statements and exhibits as part of this 8-K filing.

Why It Matters

This filing indicates a significant financial event or obligation for Planet Fitness, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and financial obligations can introduce new risks or alter existing ones for a company.

Key Players & Entities

  • Planet Fitness, Inc. (company) — Registrant
  • June 12, 2024 (date) — Date of earliest event reported
  • 0001637207-24-000059 (filing_id) — Accession Number

FAQ

What specific material definitive agreement did Planet Fitness enter into?

The filing indicates the entry into a Material Definitive Agreement and a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, but the specific details of the agreement are not provided in this excerpt.

What is the nature of the financial obligation mentioned?

The filing states the creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, but the exact nature and amount are not detailed in this section.

When was the earliest event reported in this filing?

The earliest event reported was on June 12, 2024.

What is Planet Fitness's principal executive office address?

Planet Fitness's principal executive offices are located at 4 Liberty Lane West, Hampton, NH 03842.

What is Planet Fitness's IRS Employer Identification Number?

Planet Fitness's IRS Employer Identification Number is 38-3942097.

Filing Stats: 780 words · 3 min read · ~3 pages · Grade level 10.7 · Accepted 2024-06-13 06:48:57

Key Financial Figures

  • $0.0001 — which registered Class A common stock, $0.0001 Par Value PLNT New York Stock Exchange
  • $280 million — ss, Inc. (the "Company") entered into a $280 million accelerated share repurchase agreement
  • $500 million — under the ASR Agreement as part of its $500 million share repurchase authorization (the "Sh
  • $355 million — ect to the ASR Agreement, approximately $355 million remained available for share repurchase

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 12, 2024, Planet Fitness, Inc. (the "Company") entered into a $280 million accelerated share repurchase agreement (the "ASR Agreement") with Citibank, N.A.(the "Bank"). The Company will acquire shares under the ASR Agreement as part of its $500 million share repurchase authorization (the "Share Repurchase Authorization"). As of June 13, 2024, before giving effect to the ASR Agreement, approximately $355 million remained available for share repurchases pursuant to the Share Repurchase Authorization. Pursuant to the terms of the ASR Agreement, on June 14, 2024, the Company will pay the Bank $280 million in cash and will receive approximately 3.1 million shares of the Company's Class A common stock. At final settlement, the Bank may be required to deliver additional shares to the Company, or, under certain circumstances, the Company may be required to deliver shares of its Class A common stock or may elect to make a cash payment to the Bank, based generally on the average of the daily volume-weighted average prices of the Company's Class A common stock during the term of the ASR Agreement. The ASR Agreement contains provisions customary for agreements of this type, including provisions for adjustments to the transaction terms, the circumstances under which the ASR Agreement may be accelerated, extended or terminated early by the Bank and various acknowledgments, representations and warranties made by the parties to one another. Final settlement of the ASR Agreement is expected to be completed during the third quarter of 2024, although the settlement may be accelerated at the Bank's option. The foregoing description of the ASR Agreement is qualified in its entirety by reference to the ASR Agreement, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On June 13, 2024, Planet Fitness, Inc. issued a press release announcing its entry into an accelerated share repurchase program (the "ASR"), that its Board of Directors approved an increase to its share repurchase authorization to a total of $500 million (after giving effect to the ASR) and updating its 2024 outlook. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Fixed Dollar Accelerated Share Repurchase Transaction Confirmation, dated June 12, 2024. 99.1 Press Release dated June 13 , 2024 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PLANET FITNESS, INC. By: /s/ Thomas Fitzgerald Name: Title: Thomas Fitzgerald Chief Financial Officer Dated: June 13, 2024

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