UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the fiscal year ended December 31, 2022
						
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM                      TO                     	
Commission File Number 001-37534

PLANET FITNESS, INC.
(Exact name of Registrant as specified in its Charter)

						
Delaware	38-3942097	
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)	
4 Liberty Lane West, Hampton, NH 03842
(Address of Principal Executive Offices and Zip Code)
(603) 750-0001
(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the 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	
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of the “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	 	☒	  	Accelerated filer	 	☐	
Non-accelerated filer	 	☐	  	Small reporting company	 	☐	
 	 	 	  	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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☐ No ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b). Yes ☐ No ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the Registrant’s Class A common stock held by non-affiliates, computed by reference to the last reported sale price of the Class A common stock as reported on the New York Stock Exchange on June 30, 2022 was approximately $5.7 billion.
The number of outstanding shares of the registrant’s Class A common stock, par value $0.0001 per share, and Class B common stock, par value $0.0001 per share, as of February 24, 2023, was 84,857,051 shares and 4,586,140 shares, respectively.
																		
Auditor name:	KPMG LLP	Auditor Location:	Boston, Massachusetts	Auditor Firm ID:	185	
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Definitive Proxy Statement for the registrant’s 2022 Annual Meeting of Stockholders to be held May 1, 2023, are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K.

EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K for the year ended December 31, 2022 (the “Original Report”) of Planet Fitness, Inc. (the “Company”), which was filed with the Securities and Exchange Commission (“SEC”) on March 1, 2023. This Amendment is being filed solely to amend the signature page to provide a conformed signature for the Company, which was inadvertently omitted from the Original Report. The original signature page was fully executed on March 1, 2023 and was in the Company’s possession at the time of the filing of the Original Report.
In addition, this Amendment includes an updated exhibit index to include certifications under Section 302 of the Sarbanes-Oxley Act of 2002. Except as described above, this Amendment does not update or modify any other information presented in the Original Report and does not reflect events occurring after the Original Report’s filing date of March 1, 2023.

PART IV

Item 15. Exhibits, Financial Statement Schedules.
(b) Exhibits
The exhibits listed in the following Exhibits Index, are filed or incorporated by reference as part of this amended Annual Report on Form 10-K/A.

 		 		 		Incorporated by Reference	
Exhibit
number		Exhibit
description		Filed herewith		Form		File no.		Exhibit		Filing date	
2.1*		Equity Purchase Agreement, dated January 10, 2022, by and among the Company, Pla-Fit Holdings, LLC, Sunshine Fitness Growth Holdings, LLC, TSG7 A AIV III, L.P., Sunshine Fitness Group Holdings, LLC, Eric Dore, Shane McGuiness, Joseph Landau, The Glenn Dowler Irrevocable GST Trust of 2018, The Shannon Dowler Irrevocable GST Trust of 2018, Michael Hicks, The David W. Blevins Irrevocable GST Trust of 2020, and The Heather L. Blevins Irrevocable GST Trust of 2020, TSG7 A AIV III Holdings-A, L.P., TSG7 A AIV III Holdings, L.P., and TSG7 A AIV III, L.P., in its capacity as the Sellers’ Representative, as amended by that certain Amendment No. 1, dated February 9, 2022.				8-K		001-37534		2.1		10-Feb-22	
3.1		Restated Certificate of Incorporation of Planet Fitness, Inc.		 		S-1/A		333-205141		3.1		15-Jul-15	
3.2		Amended and Restated Bylaws of Planet Fitness, Inc.		 		8-K		001-37534		3.1		23-Feb-23	
4.1		Form of Class A Common Stock Certificate		 		S-1/A		333-205141		4.1		27-Jul-15	
4.2		Amended and Restated Base Indenture dated February 10, 2022 between Planet Fitness Master Issuer LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities Intermediary				8-K		001-37534		4.1		10-Feb-22	
4.3		Series 2018-1 Supplement dated August 1, 2018 between Planet Fitness Master Issuer LLC, as Master Issuer of the Series 2018-1 fixed rate senior secured notes, Class A-2, and Series 2018-1 variable funding senior notes, Class A-1, and Citibank, N.A., as Trustee and Series 2018-1 Securities Intermediary				8-K		001-37534		4.2		1-Aug-18	
4.4		Series 2019-1 Supplement dated December 3, 2019 between Planet Fitness Master Issuer LLC, as Master Issuer of the Series 2019-1 3.858% Fixed Rate Senior Secured Notes, Class A-2, and Citibank, N.A., as Trustee and Series 2019-1 Securities Intermediary				8-K		001-37534		4.1		3-Dec-19	
4.5		Description of Securities of the Registrant				10-K		001-37534		4.5		28-Feb-20	
4.6		Series 2022-1 Supplement dated February 10, 2022, between Planet Fitness Master Issuer LLC, as Master Issuer of the Series 2022-1 fixed rate senior secured notes, Class A-2, and Series 2022-1 variable funding senior notes, Class A-1, and Citibank, N.A., as Trustee and Series 2022-1 Securities Intermediary.				8-K		001-37534		4.2		10-Feb-22	
10.1		Form of Amended and Restated Pla-Fit Holdings, LLC Operating Agreement		 		S-1/A		333-205141		10.4		15-Jul-15	
10.2		Form of Tax Receivable Agreement with the Continuing LLC Owners		 		S-1/A		333-205141		10.5		15-Jul-15	
10.3		Form of Tax Receivable Agreement with the Direct TSG Investors		 		S-1/A		333-205141		10.6		15-Jul-15	
10.4		Form of Registration Rights Agreement		 		S-1/A		333-205141		10.7		15-Jul-15	

																																							
 		 		 		Incorporated by Reference	
Exhibit
number		Exhibit
description		Filed herewith		Form		File no.		Exhibit		Filing date	
10.5		Amendment No. 1 to the Registration Rights Agreement, dated August 30, 2016, by and among Planet Fitness, Inc., the Investors (as defined therein) and the Managers (as defined therein)		 		10-Q		001-37534		10.2		03-Nov-16	
10.6		Form of Exchange Agreement		 		S-1/A		333-205141		10.9		15-Jul-15	
10.7		Amendment No. 1 to the Exchange Agreement, dated August 30, 2016, by and among Planet Fitness, Inc., Pla-Fit Holdings, LLC, and the holders of Holdings Units (as defined therein) and shares of Class B Common Stock (as defined therein)		 		10-Q		001-37534		10.1		03-Nov-16	
10.8		Amended and Restated Employment Agreement with Christopher Rondeau		 		S-1/A		333-205141		10.10		15-Jul-15	
10.9		Form of Director Indemnification Agreement		 		S-1/A		333-205141		10.11		15-Jul-15	
10.10		Amended and Restated Employment Agreement with Dorvin Lively		 		S-1/A		333-205141		10.12		15-Jul-15	
10.11		Form of Confidentiality, Inventions and Non-competition Agreement				10-Q		001-37534		10.3		8-May-19	
10.12		Employment Agreement with Thomas Fitzgerald				10-K		001-37534		10.13		28-Feb-20	
10.13		Employment Agreement with Jeremy Tucker				10-K		001-37534		10.14		01-Mar-21	
10.14		Amended and Restated Planet Fitness, Inc. 2015 Omnibus Incentive Plan				10-K		001-37534		10.14		1-Mar-23	
10.15		Form of Planet Fitness, Inc. Cash Incentive Plan		 		S-1		333-205141		10.17		22-Jun-15	
10.16		Form of Stock Option Award				10-K		001-37534		10.17		01-Mar-21	
10.17		Form of Restricted Stock Unit and Performance Stock Unit Award Agreement				10-K		001-37534		10.18		1-Mar-22	
10.18		Class A-1 Note Purchase Agreement dated July 19, 2018 among Planet Fitness Master Issuer LLC, as Master Issuer, Planet Fitness SPV Guarantor LLC, Planet Fitness Franchising LLC, Planet Fitness Assetco LLC and Planet Fitness Equipment Distributor LLC, each as Guarantor, Planet Fitness Holdings, LLC, as manager, certain conduit investors and financial institutions and funding agents, and ING Capital LLC, as provider of letters of credit, as swingline lender and as administrative agent				8-K		001-37534		10.1		20-Jul-18	
10.19		Guarantee and Collateral Agreement dated August 1, 2018 among Planet Fitness Franchising LLC, Planet Fitness Distribution LLC, Planet Fitness Assetco LLC and Planet Fitness SPV Guarantor LLC, each as a Guarantor, and Citibank, N.A., as Trustee				8-K		001-37534		10.1		1-Aug-18	
10.20		Management Agreement dated August 1, 2018 among Planet Fitness Master Issuer LLC, Planet Fitness SPV Guarantor LLC, certain subsidiaries of Planet Fitness Master Issuer LLC party thereto, Planet Fitness Holdings, LLC, as Manager, and Citibank, N.A., as Trustee				8-K		001-37534		10.2		1-Aug-18	
10.21		First Amendment dated February 10, 2022 to Management Agreement among Planet Fitness Master Issuer LLC, Planet Fitness SPV Guarantor LLC, certain subsidiaries of Planet Fitness Master Issuer LLC party thereto, Planet Fitness Holdings, LLC, as Manager, and Citibank, N.A., as Trustee.				8-K		001-37534		10.1		10-Feb-22	

																																							
 		 		 		Incorporated by Reference	
Exhibit
number		Exhibit
description		Filed herewith		Form		File no.		Exhibit		Filing date	
10.22		Class A-1 Note Purchase Agreement dated January 25, 2022 among Planet Fitness Master Issuer LLC, as Master Issuer, Planet Fitness SPV Guarantor LLC, Planet Fitness Franchising LLC, Planet Fitness Assetco LLC and Planet Fitness Equipment Distributor LLC, each as Guarantor, Planet Fitness Holdings, LLC, as manager, certain conduit investors and financial institutions and funding agents, and ING Capital LLC, as provider of letters of credit, as swingline lender and as administrative agent.				8-K		001-37534		10.1		26-Jan-22	
10.23		Executive Severance & Change in Control Policy				10-Q		001-37534		10.1		7-May-21	
10.24		Registration Rights Agreement, dated February 10, 2022, by and among the Company and the holders party thereto.				8-K		001-37534		10.2		10-Feb-22	
10.25		Form of Lock-Up Agreement, dated as of February 10, 2022, by and among the Company, Plat-Fit Holdings, LLC and the holders party thereto.				8-K		001-37534		10.3		10-Feb-22	
10.26		Employment Agreement with Jennifer Simmons				8-K		001-37534		10.1		9-Nov-22	
10.27		Employment Agreement with Bill Bode				8-K		001-37534		10.2		9-Nov-22	
10.28		Separation Agreement with Jeremy Tucker				8-K		001-37534		10.3		9-Nov-22	
10.29		Employment Agreement with Shane McGuiness				10-K		001-37534		10.24		1-Mar-22	
10.30		Amended and Restated Planet Fitness, Inc. 2018 Employee Stock Purchase Plan				10-K		001-37534		10.30		1-Mar-23	
10.31		Amended and Restated Planet Fitness, Inc. Non-Employee Director Compensation Program				10-K		001-37534		10.31		1-Mar-23	
10.32		Employment Agreement with Edward Hymes				10-K		001-37534		10.32		1-Mar-23	
10.33		Form of Restricted Stock Unit Director Award Agreement				10-K		001-37534		10.33		1-Mar-23	
21.1		List of Subsidiaries of the Registrant				10-K		001-37534		21.1		1-Mar-23	
23.1		Consent of KPMG LLP				10-K		001-37534		23.1		1-Mar-23	
31.1		Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				10-K		001-37534		31.1		1-Mar-23	
31.2		Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				10-K		001-37534		31.2		1-Mar-23	
31.3		Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		X									
31.4		Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		X									
32.1		Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				10-K		001-37534		32.1		1-Mar-23	
32.2	 	Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	 		 	10-K		001-37534		32.2		1-Mar-23	

																																							
 		 		 		Incorporated by Reference	
Exhibit
number		Exhibit
description		Filed herewith		Form		File no.		Exhibit		Filing date	
101		Interactive Data Files Pursuant to Rule 405 of Regulation S-T formatted as Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Changes in Equity, and (vi) Notes to Consolidated Financial Statements		X									
104		Cover Page Interactive Data File Inline XBRL and contained in Exhibit 101		X									
* Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted exhibits or schedules upon request.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

									
 	Planet Fitness, Inc.	
 	 	 	
Date: March 2, 2023	 	/s/ Thomas Fitzgerald	
 	 	Thomas Fitzgerald	
 	 	Chief Financial Officer	
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

															
Name	 	Title	 	Date	

															
/s/ Christopher Rondeau	 	Chief Executive Officer and Director	 	March 1, 2023	
Christopher Rondeau	 	(Principal Executive Officer)	 	 	
 	 	 	 	 	
/s/ Thomas Fitzgerald	 	Chief Financial Officer	 	March 1, 2023	
Thomas Fitzgerald	 	(Principal Financial Officer)	 	 	
 	 	 	 	 	
/s/ Brian O’Donnell		Chief Accounting Officer		March 1, 2023	
Brian O’Donnell		(Principal Accounting Officer)			
					
/s/ Enshalla Anderson	 	Director	 	March 1, 2023	
Enshalla Anderson	 	 	 	 	
	 	 	 	 	
 /s/ Frances Rathke	 	Director	 	March 1, 2023	
Frances Rathke	 	 	 	 	
 	 	 	 	 	
/s/ Craig Benson	 	Director	 	March 1, 2023	
Craig Benson	 	 	 	 	
 	 	 	 	 	
/s/ Cammie Dunaway	 	Director	 	March 1, 2023	
Cammie Dunaway	 	 	 	 	
 	 	 	 	 	
/s/ Stephen Spinelli, Jr.	 	Director	 	March 1, 2023	
Stephen Spinelli, Jr.	 	 	 	 	
					
/s/ Christopher Tanco		Director		March 1, 2023	
Christopher Tanco					
					
/s/ Bernard Acoca		Director		March 1, 2023	
Bernard Acoca					

	

Exhibit 31.3
CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Chris Rondeau, certify that:
1.I have reviewed this annual report on Form 10-K of Planet Fitness, Inc. (the “registrant”);
2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.[Intentionally omitted.]
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
(d)Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 2, 2023

			
/s/ Christopher Rondeau	
Christopher Rondeau	
Chief Executive Officer	
(Principal Executive Officer)	

Exhibit 31.4
CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Thomas Fitzgerald, certify that:
1.I have reviewed this annual report on Form 10-K of Planet Fitness, Inc. (the “registrant”);
2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.[Intentionally omitted.]
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
(d)Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 2, 2023

			
/s/ Thomas Fitzgerald	
Thomas Fitzgerald	
Chief Financial Officer	
(Principal Financial Officer)