Gympass US, LLC entered into a definitive agreement to acquire Urban Sports GmbH from the group of shareholders on March 25, 2025. Urban Sports Club will initially operate as a separate entity. As part of the transaction, Urban Sports Club?s co-founders and Co-CEOs, Moritz Kreppel and Benjamin Roth will continue to play an active role in Urban Sports Club while also reinvesting in the combined entity to support the joint future vision and joining Wellhub?s Global Leadership Team, bringing valuable regional expertise and industry relationships. The transaction is subject to customary regulatory closing conditions.

The transaction has been approved by Federal Cartel Office. As of September 1, 2025, CNMC approves the deal.

Simon Miremadi, Eric Crowley, Felix Lutjen, Nansi Nistorova of GP Bullhound Holdings Ltd acted as a financial advisor, Sullivan & Cromwell LLp acted as a legal advisor to Urban Sports Club. Greta-Josefin Harnisch, Hendrik Braun, Dave Gusella, Philipp Gnatzy of Kirkland & Ellis LLP acted as legal advisor to Verdane. Florian Holzner, Brigitte Körner of Flick Gocke Schaumburg GmbH WirtschaftsprÜFungsgesellschaft acted as accountant to the shareholders of Urban Sports Club on selected tax aspects of the takeover by Wellhub. Martin Ulbrich, Clemens Höhn, Thorsten Mäger, Philipp Otto Neideck, Stefanie Budde, Vera Jungkind, Matthias Rothkopf, Christian Hoefs, Sonnhild Draack, Sebastian Adam, Sebastian Heinrichs, Henning Hilke, Tobias Schubert of Hengeler Mueller Partnerschaft von Rechtsanwälten mbB acted as legal advisor to Wellhub comprehensively as lead counsel on the transaction and coordinates the transaction globally. Carsten Berrar, Bradley King, Michael Rosenthal of Sullivan & Cromwell LLP acted as legal advisor to Urban Sports Club on all legal matters.

Gympass US, LLC completed the acquisition of Urban Sports GmbH from the group of shareholders for $600 million on September 9, 2025.