Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

October 26, 2024

Date of Report (Date of earliest event reported)  

 Planet Fitness, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37534

38-3942097

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

4 Liberty Lane West

Hampton, NH 03842

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: [phone]

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A common stock, $0.0001 Par Value			PLNT			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

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Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 30, 2024, Planet Fitness, Inc. (the “Company”) announced the appointment of Jay Stasz, age 57, as Chief Financial Officer (“CFO”) of the Company. Mr. Stasz’s employment will begin as of November 4, 2024 (the “Hire Date”), with his appointment as the Company’s principal financial officer and assumption of that role effective as of November 15, 2024, at which time Tom Fitzgerald will no longer serve as the Company’s principal financial officer. As previously announced, Mr. Fitzgerald will remain employed with the Company through December 31, 2024 to assist with the transition of his duties and will serve in a consulting capacity with the Company through March 31, 2025.

Mr. Stasz has over 25 years of finance leadership experience, including many years with publicly traded companies. Mr. Stasz most recently served as CFO and Treasurer of Savers Value Village (“Savers”), the largest for-profit thrift operator in the U.S. and Canada, from July 2022 until May 2024, and remained employed in an advisory role at Savers until August 2024. He previously served as CFO of Ollie’s Bargain Outlet (“Ollie’s”), America’s largest retailer of closeout merchandise and excess inventory, from January 2018 through June 2022. Mr. Stasz also served as Senior Vice President of Finance and Chief Accounting Officer at Ollie’s since November 2015. Before his roles at Ollie’s, Mr. Stasz spent 17 years at Gart Sports, which merged with Sports Authority in 2003, where he held a variety of leadership positions including Senior Vice President of Finance & Accounting. He began his career as an accountant in the audit department at Deloitte. Mr. Stasz holds a Bachelor of Science in Accounting from the University of Southern California.

In connection with his appointment, Mr. Stasz and Pla-Fit Franchise, LLC entered into an offer letter dated October 26, 2024, which sets forth the terms of his employment with the Company (the “Agreement”). Pursuant to the Agreement, Mr. Stasz will receive an annual base salary of $580,000 and, beginning with fiscal year 2025, will be eligible to receive an annual cash bonus, with a target of 75% of his base salary and with the actual amount of such bonus based upon the Company's achievement of performance objectives. In addition, the Company will grant Mr. Stasz an equity award in connection with his appointment as CFO (the “New Hire Award”), consisting of 50% restricted stock units (“RSUs”) and 50% performance share units (“PSUs”) pursuant to the Company’s 2015 Omnibus Incentive Plan, with a target grant date fair value of $500,000 and the number of RSUs and PSUs determined based on the closing price of the Company’s Class A common stock on the grant date. The RSUs subject to the New Hire Award will vest in equal installments on each of the first three anniversaries of the grant date and the PSUs subject to the New Hire Award will vest in full on March 15, 2027, subject to achievement of the performance criteria applicable to such PSUs. Beginning in March 2025, Mr. Stasz will also be eligible to receive an annual equity award pursuant to the Company’s long-term incentive program, with a target grant date fair value of 170% of his base salary and which award is expected to be comprised of 50% RSUs and 50% PSUs.

Under the Agreement, Mr. Stasz will receive reimbursement of his expenses related to his relocation to the Hampton, New Hampshire area, in an amount up to $100,000. He will also receive temporary housing assistance in the amount of $6,500 per month for up to ten months following the Hire Date.

The Agreement provides that Mr. Stasz will be eligible to participate in the Company’s Executive Severance & Change in Control Policy, subject to the terms and conditions thereof.

Mr. Stasz has also agreed to certain non-competition and non-solicitation restrictions during his employment and for a 12-month period after termination of employment.

There is no arrangement or understanding between Mr. Stasz and any other person pursuant to which he was appointed CFO of the Company. There are no transactions involving Mr. Stasz requiring disclosure under Item 404(a) of Regulation S-K.

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 7.01			Regulation FD Disclosure.

A copy of the press release containing the announcement of Mr. Stasz’s appointment is attached hereto as Exhibit 99.1 to this current report on Form 8-K.

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Item 9.01			Financial Statements and Exhibits.

 

(d)			Exhibits

 

Exhibit No.						Description
10.1						Offer Letter, dated October 26, 2024 by and among Jay Stasz and Pla-Fit Franchise, LLC
99.1						Press Release dated October 30, 2024, announcing appointment of Jay Stasz to serve as Chief Financial Officer of the Company
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: October 30, 2024

Ex. 10.1

October 26, 2024

Jay Stasz

Via Electronic Delivery

Dear Jay,

We are delighted to offer you the opportunity to join the Planet Fitness team! We believe your skills, knowledge and experiences are the right combination for success in the role of Chief Financial Officer. This letter will confirm our offer of employment to you with Pla-Fit Franchise, LLC (the “Company”), under the terms and conditions that follow:

1. POSITION AND DUTIES:

On November 4, 2024, you will be employed by the Company, on a full-time basis, in the role of Chief Financial Officer with your appointment as the Company’s principal financial officer and assumption of that role effective as of November 15, 2024. You agree to perform the duties of your position and such other duties as may reasonably be assigned to you. You also agree to comply at all times with the Company’s policies, practices and procedures, including, but not limited to, the Planet Fitness Code of Ethics.

2. COMPENSATION AND BENEFITS:

The Company will pay you a bi-weekly salary of $22,307.70 ($580,000 annualized), subject to applicable withholdings. Your salary shall be payable in accordance with the regular payroll practices of the Company and subject to adjustment from time to time by the Company in its discretion.

Bonus Compensation: Effective January 1, 2025, you are eligible to participate in the Planet Fitness Corporate Bonus Plan. You shall be eligible to earn an annual bonus, the amount of any such bonus to be determined by the Company in its sole discretion, initially set at 75% of your Base Salary. The final calculation of your bonus is based upon achievement of Company goals for the performance period, prorated per active service within the plan year. In order to be eligible for a bonus payout, you must be employed by the Company on the date that the bonus is paid. The Company retains the right to modify its bonus plans at any time.

Long Term Incentive: Beginning in March of 2025, you will be eligible for an annual long-term incentive award with a grant date target value of 170% of your base salary pursuant to the board approved LTIP plan (the “Annual Award”). Our anticipated plan

will be comprised of 50% restricted stock units and 50% performance share units, with the number of restricted stock units and performance share units to be determined by the closing share price on your grant date. The restricted stock unit grant is subject to vesting of 33 1/3% annually over a period of three years beginning on your grant date.

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The performance share unit grant is subject to 100% vesting on the third anniversary of your grant date, subject to the achievement of defined performance metrics.

Special Long Term Incentive Award: On or near your start date, you will be granted a Special Long-term Incentive award with a grant date target fair value of $500,000 comprised of 50% restricted stock units and 50% performance share units, with the number of restricted stock units and performance share units to be determined by the closing share price on your grant date. The restricted stock unit grant is subject to vesting of 33 1/3% annually over a period of three years beginning on your grant date. The performance share unit grant is subject to 100% vesting on March 15, 2027, subject to the achievement of defined performance metrics.

The Special Long Term Incentive Award and the Annual Award are governed by, and subject to the terms of, our 2015 Omnibus Incentive Plan (the “Plan”) and subject to Company guidelines, stock ownership requirements and Board approval. Under the terms of the Plan, your eligibility to receive the Annual Award and whether you are granted Annual Award are subject to final review and approval by the Board of Directors in their discretion.

Relocation Assistance Benefit: The Company will provide relocation expense assistance for your relocation to the Hampton, New Hampshire area up to a maximum reimbursement of $100,000. Relocation expense reimbursements are subject to the terms and conditions of the Relocation Assistance Agreement provided herewith.

Temporary Housing Assistance: To assist with relocation to the Hampton, New Hampshire area, the Company will provide you with a temporary housing stipend in the amount of $6,500.00. The stipend will be paid per month for ten (10) months from date of hire. The temporary housing allowance will be paid on the first pay period of each month following the Start Date, subject to your continued service, and is subject to all applicable withholdings and payroll taxes.

Participation in Employee Benefit Plans: You will be entitled to participate in all employee benefit plans in effect from time to time for employees of the Company generally, except to the extent such plans are duplicative of benefits otherwise

provided you under this Agreement. Your participation will be subject to the terms of the applicable plan documents and generally applicable Company policies.

Paid Vacation Time: You are eligible for a vacation benefit of four (4) weeks of vacation time per calendar year, prorated per your date of hire and accrued on a bi-weekly basis. In addition, beginning January 1, 2025, you are eligible for five floating holidays per calendar year. The company’s Paid Time-Off Policy is available upon request.

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Business Expenses: The Company will reimburse you for all reasonable business-related expenses incurred or paid by you in the performance of your duties and responsibilities for the Company, subject to polices established by the Company.

3. CONFIDENTIAL INFORMATION AND RESTRICTED ACTIVITIES:

Planet Fitness believes in the protection of confidential and proprietary information. Consequently, you will be required, as a condition of your employment with the Company, to sign the Company’s standard Confidentiality, Non-Competition and Inventions Agreement upon hire.

4. AT-WILL EMPLOYMENT:

By signing below, you acknowledge that you will be employed by the Company on an at-will basis which means that both you and the Company will retain the right to terminate the employment relationship at any time, with or without notice or cause. This offer letter is not meant to constitute a contract of employment for a specific duration or term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company.

5. SEVERANCE:

In the event of an involuntary termination of your employment that is not for Cause, as defined in the Planet Fitness, Inc. Executive Severance & Change in Control Policy (the “Severance Policy”), you will be eligible to participate in the Severance Policy.

6. WORK ELIGIBILITY:

Your offer is contingent upon proof of eligibility to work legally in the United States. Furthermore, by signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for Planet Fitness.

7. CONTINGENT OFFER:

Your offer is contingent upon our satisfactory completion of a background check.

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If the foregoing is acceptable to you, please sign this letter in the space provided and return it to me by October 28, 2024. We look forward to having you as part of the Planet Fitness team!

Sincerely yours,

PLA-FIT FRANCHISE, LLC                Accepted and Agreed:

By: /s/ McCall Gosselin        Signature: /s/ Jay Stasz

McCall Gosselin                    Jay Stasz

Chief Corporate Affairs Officer            

Date: October 26, 2024

By: /s/ Colleen Keating

Colleen Keating

Chief Executive Officer

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CONFIDENTIALITY, INVENTIONS AND NON-COMPETITION AGREEMENT

I, the undersigned, acknowledge the importance to Pla-Fit Franchise, LLC and its parents, subsidiaries, affiliates or other related companies (collectively referred to as the “Company”), of protecting its confidential information and other legitimate business interests, including without limitation the valuable trade secrets and good will that it has developed or acquired. I also acknowledge that the Company is engaged in a highly competitive business, that its success in the marketplace depends upon the preservation of its confidential information and industry reputation, and that the Company’s practice of obtaining agreements such as this one is both known to me and reasonable. Therefore, in consideration of my initial and/or ongoing employment with the Company and my being granted access to trade secrets and other confidential information of the Company and its Affiliates, I agree as follows:

1.Loyalty and Conflicts of Interest

1.1.Exclusive Duty. I agree that, during my employment, I will devote my full working time and my best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of my duties and responsibilities on their behalf. I further agree not to engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during my employment with the Company, unless I have first received the express written approval of a duly authorized officer of the Company.

1.2.Compliance with Company Policy. I agree to comply with all policies, practices and procedures of the Company, as these may be implemented and/or changed by the Company from time to time.

2.Confidentiality

2.1.Non-disclosure and Non-use of Confidential Information. I agree that all Confidential Information, as defined below, which I create or to which I have access as a result of my employment and other associations with the Company and its Affiliates is and shall remain the sole and exclusive property of the Company and its Affiliates. I agree that, except as required for the proper performance of my regular duties for the Company, as expressly authorized in writing in advance by a duly authorized officer of the Company, or as required by applicable law, I will never, directly or indirectly, use or disclose any Confidential Information. I understand and agree that this restriction shall continue to apply after the termination of my employment for any reason. Further, I agree to furnish prompt notice to the Company of any required disclosure of Confidential Information sought pursuant to subpoena, court order or any other legal process or requirement, and agree to provide the Company a reasonable opportunity to seek protection of the Confidential Information prior to any such disclosure.

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2.2.Use and Return of Documents. I agree that all documents, records and files, in any media of whatever kind and description, relating to the business, present or

otherwise, of the Company or any of its Affiliates and any copies or derivatives (including without limitation electronic), in whole or in part, thereof (the “Documents” and each individually, a “Document”), whether or not prepared by me, shall be the sole and exclusive property of the Company. Except as required for the proper performance of my regular duties for the Company and/or as expressly authorized in writing in advance by the Company, I will not copy any Documents or remove any Documents or copies or derivatives thereof from the premises of the Company. I will safeguard, and return to the Company immediately upon termination of my employment, and/or at such other times as may be specified by a duly authorized officer of the Company, all Documents and other property of the Company or any of its Affiliates, and all documents, records and files of its customers, subcontractors, vendors and suppliers (“Third-Party Documents” and each individually a “Third-Party Document”), as well as all other property of such customers, subcontractors, vendors and suppliers, then in my possession or control; provided, however, if a Document or Third-Party Document is on electronic media, I may, in lieu of surrender of the Document or Third-Party Document, provide a copy on electronic media (e.g., a properly formatted disk) to the Company and delete and overwrite all other electronic media copies thereof. I further agree that, upon termination of my employment, and/or at such other times as may be specified by a duly authorized officer of the Company, I will disclose all passwords necessary to enable the Company or any of its Affiliates to obtain, or that would assist them in obtaining, access to the Documents and Third-Party Documents.

2.3.I acknowledge that I am aware that Confidential Information may relate to publicly traded securities. I am aware of the restrictions imposed by applicable securities laws restricting trading in securities while in possession of material non-public information and on communication of such information when it is reasonably foreseeable that the recipient is likely to trade such securities, in reliance on such information. I agree not to trade, either directly or through other persons or entities based on the Confidential Information in a manner that would violate the securities law of any applicable jurisdiction, including, without limitation, the United States securities laws.

2.4.I acknowledge that an action that would otherwise count as trade secret misappropriation will be immunized if the disclosure (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

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3.Intellectual Property and Inventions

I assign and agree to assign to the Company (or as otherwise directed by the Company) my full right, title and interest in and to all Intellectual Property, as defined below. I further agree to waive and hereby do waive all claims to moral and other rights I may have in any Intellectual Property. Any works of authorship created by me in the course of my employment shall be “works made for hire” and shall, upon creation, belong exclusively to the Company.

4.Restricted Activities

While I am employed by the Company and during the twelve (12) month period immediately following termination of my employment, regardless of the reason therefor (the “Restricted Period”):

4.1.I will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates in any geographic area in which the Company does business or undertake any planning for any Competitive Business. Specifically, but without limiting the foregoing, I agree not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Competitive Business, as conducted or in planning during my employment with the Company.

4.2.I will not directly or indirectly (i) solicit or encourage any customer of the Company to terminate or diminish its relationship with it; or (ii) seek to persuade any such customer or prospective customer of the Company to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company; provided, however, that these restrictions shall apply only with respect to those Persons who are or have been a customer of the Company at any time within the immediately preceding two year period or whose business has been solicited on behalf of the Company by any of officers, employees or agents of the Company or any of its Affiliates within such two year period, other than by form letter, blanket mailing or published advertisement.

4.3.I will not, and will not assist any other Person to, (i) hire or solicit for hiring any employee of the Company or seek to persuade any employee of the Company to discontinue employment or (ii) solicit or encourage any independent contractor providing services to the Company to terminate or diminish its relationship with it. For the purposes of this Agreement, an “employee” or an “independent contractor” of the Company is any person who was such at any time within the two years preceding any such solicitation or hiring.

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5.Enforcement of Covenants

In signing this Agreement, I give the Company assurance that I have carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on me under paragraphs 2, 3 and 4. I agree without reservation that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. I further agree that, were I to breach any of the covenants contained in paragraphs 2, 3 or 4, the damage to the Company and its

Affiliates would be irreparable. I therefore agree that the Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by me of any of those covenants, without having to post bond, together with an award of its reasonable attorney’s fees incurred in enforcing its rights hereunder. So that the Company may enjoy the full benefit of the covenants contained in paragraph 4, I further agree that the Restricted Period shall be tolled, and shall not run, during the period of any breach by me of any of the covenants contained in paragraph 2 or 4. The Company and I further agree that, in the event that any provision of paragraph 4 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. It is also agreed that each of the Company’s Affiliates shall have the right to enforce all of my obligations to that Affiliate under this Agreement, including without limitation pursuant to paragraphs 2, 3 and 4. Finally, no claimed breach of this Agreement or other violation of law attributed to the Company shall operate to excuse me from the performance of my obligations under paragraphs 2, 3 and 4.

6.Exit Interview

I agree that, at the time my employment ends, I will participate in an exit interview conducted by a designated representative of the Company, and that I will otherwise cooperate with the Company to assure a smooth transition of my duties and responsibilities. If requested to do so by the Company, either during or after my employment with the Company, I agree to sign a certificate in which I confirm that I have complied with the requirements of this Agreement and/or that I am aware that certain restrictions imposed upon me by this Agreement continue after the termination of my employment with the Company. I understand, however, that my rights and obligations under this Agreement will continue even if I do not sign such a certificate.

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7.Definitions

Words or phrases which are initially capitalized or are within quotation marks shall have the meanings provided in this paragraph and as provided elsewhere in this Agreement. For purposes of this Agreement, the following definitions apply:

“Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by management authority, equity interest or otherwise.

“Competitive Business” means any men’s, women’s, children’s, or co-ed fitness, exercise, athletic, or wellness facility of any kind, including, but not limited to, a health club, gym, physical fitness club, personal training studio, weight loss, weight training or resistance training studio, aerobics center, or any online fitness concept, service, program or studio (other than a Planet Fitness business). Notwithstanding the foregoing definition, the parties acknowledge and agree that a med-spa business is not a “Competitive Business.”

“Confidential Information” means any and all information of the Company or any of its Affiliates, whether or not in writing, that is not generally known by others with whom the Company or any of its Affiliates competes or does business, or with whom it plans to compete or do business, and any and all information, which, if disclosed, would assist in competition against the Company or any of its Affiliates, including but not limited to (a) all proprietary information of the Company and any of its Affiliates, including but not limited to the products and services, technical data, methods, processes, know-how, developments and inventions of the Company or an Affiliate, (b) the development, research, testing, marketing and financial activities and strategic plans of the Company or an Affiliate, (c) the manner in which the Company or an Affiliate operates, (d) the costs and sources of supply of the Company or an Affiliate, (e) the identity and special needs of the customers, prospective customers and subcontractors of the Company or an Affiliate, and (f) the people and organizations with whom the Company or an Affiliate has business relationships and the substance of those relationships. Confidential Information also includes any information that the Company or an Affiliate may receive or has received from customers, subcontractors, suppliers or others, with any understanding, express or implied, that the information would not be disclosed.

“Intellectual Property” means inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable, copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by me (whether alone or with others, and whether or not during normal business hours or on or off Company premises) during the period of my employment that relate in any way to the business, products or services of the Company or an Affiliate, or to any prospective activity of the Company or an Affiliate,

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or which make use of the Confidential Information or of facilities or equipment of the Company or an Affiliate.

“Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust or any other entity or organization, other than the Company or any of its Affiliates.

8.Compliance with Other Agreements and Obligations

I represent and warrant that my employment by the Company and the execution and performance of this Agreement will not breach or be in conflict with any other agreement to which I am a party or am bound, and that I am not now subject to any covenants against competition or similar covenants or other obligations to third parties or to any court order, judgment or decree that would affect the performance of my obligations hereunder or my duties and responsibilities to the Company, except as I have disclosed in writing to the Company no later than the time I return an executed copy of this Agreement. I will not disclose to or use on behalf of the Company or an Affiliate, or induce the Company to possess or use, any confidential or proprietary information of any previous employer or other third party without that party’s consent.

9.Entire Agreement; Severability; Modification

This Agreement sets forth the entire agreement between me and the Company, and supersedes all prior and contemporaneous communications, agreements and understandings, written or oral, with respect to the subject matter hereof; provided, however, that this Agreement shall not terminate or supersede any additional obligations I may have pursuant to any other agreement or under applicable law with respect to confidentiality, assignment of rights to intellectual property or the like. In the event of conflict between this Agreement and any prior agreement between me and the Company, this Agreement shall govern. The provisions of this Agreement are severable. No breach of any provision of this Agreement by the Company, or any other claimed breach of contract or violation of law, shall operate to excuse my obligation to fulfill the requirements of Paragraphs 2, 3 and 4. No deletion, addition, marking, notation or other change to the body of this Agreement shall be of any force or effect, and this Agreement shall be interpreted as if such change had not been made. This Agreement may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by me and an expressly authorized officer of the Company. If any provision of this Agreement should, for any reason, be held invalid or unenforceable in any respect, it shall not affect any other provisions, and shall be construed by limiting it so as to be enforceable to the maximum extent permissible by law. Provisions of this Agreement shall survive any termination if so provided in this Agreement or if necessary or desirable to accomplish the purpose of other surviving provisions. It is agreed and understood that no changes to the nature or scope of my employment relationship with the Company shall operate to extinguish my obligations hereunder or require that this Agreement be re- executed.

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10.Assignment

Neither the Company nor I may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, the Company may assign its rights and obligations under this Agreement without my consent (a) in the event that I am transferred to a position with one of the Company’s Affiliates or (b) in the event that the Company shall hereafter effect a reorganization, consolidate with, or merge into any third party or transfer to any third party all or substantially all of the business, properties or assets of the Company or any division or line of business of the Company with which I am at any time associated. This Agreement shall inure to the benefit of and be binding upon me and the Company, and each of our respective successors, executors, administrators, heirs, representatives and permitted assigns.

11.At-Will Employment

I acknowledge and agree that this Agreement does not in any way obligate the Company to retain my services for a fixed period or at a fixed level of compensation; nor does it in any way restrict my right or that of the Company to terminate my employment at any time, at will, with or without notice or cause.

12.Successors

I expressly consent to be bound by the provisions of this Agreement for the benefit of the Company, and any successor or permitted assign to whose employ I may be transferred, without the necessity that this Agreement be re-signed at the time of such transfer.

13.Choice of Law

This is a New Hampshire contract and shall be governed by and construed in accordance with the laws of the State of New Hampshire, without regard to the conflict of laws principles thereof. In the event of any alleged breach or threatened breach of this Agreement, the parties hereby consent and submit to the exclusive jurisdiction of the federal and state courts in and of the State of New Hampshire. The parties each agree to bring any lawsuit arising in whole or in part under or in connection with this Agreement only in the courts with jurisdiction over Portsmouth, New Hampshire.

14.Notice

Any notices provided for in this Agreement shall be in writing and shall be effective when delivered in person or deposited in the United States mail, postage prepaid, and addressed to you at your last known address on the books of the Company or, in the case of the Company, to it at its principal place of business, attention of the Chief Executive Officer, or to such other address as either party may specify by notice to the other actually received.

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15.Acknowledgement of Understanding

In signing this Agreement, I give the Company assurance that I received a copy of this Agreement; that I have read and understood all of its terms; that I have had a full and reasonable opportunity to consider its terms and to consult with any person of my choosing before signing; that I have not relied on any agreements or representations, express or implied, that are not set forth expressly in this Agreement; and that I have signed this Agreement knowingly and voluntarily.

Intending to be legally bound hereby, I have signed this Agreement under seal as of the day and year written below.

Signature: /s/ Jay Stasz

Printed Name: Jay Stasz

Date: October 26, 2024

Exhibit 99.1

Planet Fitness Appoints Jay Stasz as Chief Financial Officer

HAMPTON, N.H., Oct. 30, 2024 -- Planet Fitness, Inc. (NYSE: PLNT) (the “Company”) one of the largest and fastest-growing franchisors and operators of fitness centers with more members than any other fitness brand, announced today that it has appointed Jay Stasz as its next Chief Financial Officer (CFO), effective November 15, 2024. Mr. Stasz will join the Company on November 4, 2024, and will work with current CFO Tom Fitzgerald until assuming the role. As previously announced, Mr. Fitzgerald will remain an employee of the Company through December 31, 2024 to ensure a smooth transition and will serve in a consulting capacity with the Company through March 31, 2025.

Mr. Stasz is an accomplished finance executive with more than 25 years of experience in diverse retail and consumer-facing environments where he has been instrumental in developing high-performing finance teams and supporting significant growth and value creation. He most recently served as Chief Financial Officer at Savers Value Village (“Savers”), the largest for-profit thrift operator in the U.S. and Canada, where he played a critical role in the company’s successful IPO in June 2023. Prior to Savers, he served as CFO at Ollie's Bargain Outlet, America’s largest retailer of closeout merchandise and excess inventory, where he was instrumental in driving revenue and profit growth. Earlier in his career, Mr. Stasz served in several roles of increasing responsibility at Sports Authority.

“I’m pleased to welcome Jay to the Planet Fitness team, and I’m confident he will support the execution of our strategic imperatives and our ongoing work with our franchisees to drive profitable growth,” said Colleen Keating, Chief Executive Officer. “Jay is a highly experienced and collaborative leader who brings a proven track record of optimizing growth in retail and consumer spaces. I’m eager to work closely with him to support our team members as we provide high-quality and accessible fitness experiences for our members, and to ultimately increase value for shareholders.”

“I am excited to join the Planet Fitness team during this next phase for the Company,” said Mr. Stasz. “Planet Fitness is a brand with a clear mission and value proposition for its members as well as a compelling business model. I’m confident in its relevance to today’s consumer, and its opportunities for growth in the U.S. and abroad. I look forward to leveraging my skills and experiences to support the Company and its franchisees.”

Ms. Keating continued, “On behalf of the entire Planet Fitness team, I want to thank Tom for his contributions and dedication to Planet Fitness since joining the Company in 2020. I am incredibly appreciative of Tom continuing to fulfill his duties as CFO throughout the search process and for working with Jay to ensure a smooth transition. Tom has been a true partner to me since I joined the Company, and we wish him all the best in his well-deserved retirement.”

Planet Fitness will issue its third quarter 2024 earnings report on November 7, 2024.

About Jay Stasz

Mr. Stasz is an accomplished finance executive with more than 25 years of experience in diverse retail and consumer-facing businesses. He most recently served as Chief Financial Officer at Savers Value Village, the largest for-profit thrift operator in the U.S. and Canada, from 2022 to 2024, where he played a critical role in the company’s IPO in 2023. Before Savers, Stasz spent seven years at Ollie's Bargain Outlet, America’s largest retailer of closeout merchandise and excess inventory, serving as Chief

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Financial Officer from 2018 to 2022. Under his leadership at Ollie’s, the company more than doubled its revenue from ~$760 million to ~$1.8 billion. Between 1998 and 2015, Stasz served in several roles of increasing responsibility at Sports Authority. He graduated with a Bachelor’s Degree in Accounting from the University of Southern California.

About Planet Fitness

Founded in 1992 in Dover, NH, Planet Fitness is one of the largest and fastest-growing franchisors and operators of fitness centers in the world by number of members and locations. As of June 30, 2024, Planet Fitness had approximately 19.7 million members and 2,617 stores in all 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico and Australia. The Company's mission is to enhance people's lives by providing a high-quality fitness experience in a welcoming, non-intimidating environment, which we call the Judgement Free Zone®. More than 90% of Planet Fitness stores are owned and operated by independent business men and women.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include the Company's statements with respect to the Company's growth and other statements that do not relate solely to historical facts. Forward-looking statements can be identified by words such as "anticipate," "believe," "envision," "estimate," "expect," "intend," "may," "goal," "plan," "prospect," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," "ongoing," "contemplate," "future," "strategy" and similar references to future periods, although not all forward-looking statements include these identifying words. Forward-looking statements are not assurances of future performance. Instead, they are based only on the Company's current beliefs, expectations and assumptions regarding the future of the business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company's control. Actual results and financial condition may differ materially from those indicated in the forward-looking statements. Important factors that could cause our actual results to differ materially include competition in the fitness industry, the Company's and franchisees' ability to attract and retain members, the Company's and franchisees' ability to identify and secure suitable sites for new franchise stores, changes in consumer demand, changes in equipment costs, the Company's ability to expand into new markets domestically and internationally, operating costs for the Company and franchisees generally, availability and cost of capital for franchisees, acquisition activity, developments and changes in laws and regulations, our substantial increased indebtedness as a result of our refinancing and securitization transactions and our ability to incur additional indebtedness or refinance that indebtedness in the future, our future financial performance and our ability to pay principal and interest on our indebtedness, our corporate structure and tax receivable agreements, failures, interruptions or security breaches of the Company's information systems or technology, general economic conditions and the other factors described in the Company's annual report on Form 10-K for the year ended December 31, 2023, as well as the Company's other filings with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in forward-looking statements, investors should not place undue reliance on forward-looking statements, which reflect the Company's views only as of the date of this press release. Except as required by law, neither the Company nor any of its affiliates or representatives undertake any obligation to provide additional information or to correct or update any information set forth in this release, whether as a result of new information, future developments or otherwise.

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Media Contact:
Planet Fitness

Becky Zirlen

Senior Director of Communications

[phone]

Cover Page	Oct. 26, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 26, 2024
Entity Registrant Name	Planet Fitness, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37534
Entity Tax Identification Number	38-3942097
Entity Address, Address Line One	4 Liberty Lane West
Entity Address, City or Town	Hampton
Entity Address, State or Province	NH
Entity Address, Postal Zip Code	03842
City Area Code	603
Local Phone Number	750-0001
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, $0.0001 Par Value
Trading Symbol	PLNT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001637207
Amendment Flag	false

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