Planet Fitness Tax Receivable Agreement

On December 4, 2019, we entered into an accelerated $300 million share repurchase agreement with JPMorgan Chase Bank, N.A. (“JPMC”) (the “ASR 2019 agreement”). We acquired shares under the ASR 2019 agreement as part of our $500 million share repurchase authorization (the “2019 share repurchase authorization”). On December 5, 2019, we paid $300 million in cash to JPMC and received approximately 3.3 million shares of our Class A common shares. At the time of the final settlement, JPMC may be required to provide us with additional shares or, in certain circumstances, we may be required to deliver shares of our Class A common shares or to make a cash payment to JPMC, generally based on the average daily weighted average price of our Class A common shares during the duration of the 2019 ASR agreement. The 2019 RSA agreement contains provisions that are customary for such agreements, including provisions for the adjustment of transaction terms, the circumstances under which the 2019 RSA agreement can be accelerated, extended or terminated by JPMC, as well as various confirmations, guarantees and guarantees between the parties. The final settlement of the RSA agreement for 2019 is expected to be finalized in the second quarter of 2020, although JPMC`s option liquidation may be accelerated. After this accelerated share buyback, there is approximately $200 million remaining on the 2019 share repurchase authorization. This represents some different expenses and benefits that we do not believe reflect our underlying development. In the three and nine months ended September 30, 2020, this amount primarily includes expenditures of $1,956, which represents a reserve against a claim, partially offset by a one-time payroll tax credit for employee withholding under the CARES Act. “I am proud to announce this milestone that demonstrates how our fitness approach is approached. , affordable and non-judgmental, continues to reach consumers and the tremendous work done every day in our system by our franchises continues to arrive, their team members on the front line and our collaborators,” said Chris Rondeau, Managing Director of Planet Fitness. “2019 was a landmark year of growth for us; with more planetary fitness sites open than every year in our history, and I think we`re just at the beginning.