HAMPTON, N.H., June 13, 2024 /PRNewswire/ -- Planet Fitness, Inc. (NYSE:PLNT) (the "Company") today announced that it has 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 previously announced on November 8, 2022 (the "2022 Share Repurchase Program"). As of June 13, 2024, before giving effect to the ASR Agreement, approximately $355 million remained available for share repurchases pursuant to the 2022 Share Repurchase Program. Pursuant to the terms of the ASR Agreement, the Company will pay the Bank $280 million in cash and will initially receive approximately 3.1 million 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 third quarter of 2024. Share Repurchase Authorization The Company today also announced that its Board of Directors has authorized a new share repurchase program of up to $500 million (the "2024 Share Repurchase Program"), contingent upon, and effective at the completion of the ASR Agreement, to replace the existing 2022 Share Repurchase Program. The timing of the purchases and the amount of stock repurchased is subject to the Company's discretion and will depend on market and business conditions, the Company's general working capital needs, stock price, applicable legal requirements and other factors. The Company's ability to repurchase shares at any particular time is also subject to the terms of the indenture governing its outstanding notes. Purchases may be effected through one or more open market transactions, privately negotiated transactions, transactions structured through investment banking institutions, or a combination of the foregoing. The Company is not obligated under the program to acquire any particular amount of stock and can suspend or terminate the program at any time. 2024 Outlook For the year ending December 31, 2024, the Company is updating the following expectations that were announced in the Company's press release dated May 9, 2024 as a result of the recently announced completion of the Company's debt refinancing transaction and ASR Agreement. The following ...