PLANET FITNESS, INC. 8,000,000 Shares of Class A Common Stock Underwriting AgreementPlanet Fitness, Inc. • September 26th, 2016 • Services-membership sports & recreation clubs • New York
Certain stockholders of Planet Fitness, Inc., a Delaware corporation (the “Company”), named in Schedule 1 hereto (the “Selling Stockholders”) propose to sell to J.P. Morgan Securities LLC (the “Underwriter”) an aggregate of 8,000,000 shares of Class A common stock of the Company (the “Shares”). The Shares will consist of (i) up to 2,593,981 issued and outstanding shares of Class A common stock held by certain investment funds affiliated with TSG Consumer Partners, LLC (the “Direct TSG Investors”), and (ii) up to 5,406,019 shares of Class A common stock that are issuable upon exchange for (x) limited liability company units (the “Holdings Units”) of Pla-Fit Holdings, LLC, a Delaware limited liability company (“Pla-Fit Holdings”), and (y) a corresponding number of shares of Class B common stock, par value $0.0001 per share (the “Class B Stock”), of the Company, held by certain holders of Holdings Units affiliated with TSG Consumer Partners, LLC (the “TSG Continuing LLC Owners”). The shar
