1 unchanged sentence
Disclosure Controls and Procedures
−Removed: Our management, with the participation of our CEO and Chief Financial Officer, has carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Annual Report.
−Removed: Based upon that evaluation, our CEO and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.
+Added: Our management, with the participation of our CEO and Interim Chief Financial Officer, has carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Annual Report.
+Added: Based upon that evaluation, our CEO and Interim Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.
Changes in Internal Control over Financial Reporting
5 unchanged sentences
OTHER INFORMATION
+Added: During the three months ended December 31, 2023, no director or officer of the Company adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
15 unchanged sentences
Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021
−Removed: Consolidated Statements of Comprehensive Loss for the years ended December 31, 2022, 2021 and 2020
+Added: Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021
15 unchanged sentences
10-K 001-40887 4.3 3/10/2022
−Removed: 10.1 Ninth Amendment to the Credit Agreement, dated as of December 2, 2021, by and among LTF Intermediate Holdings, Inc., Life Time, Inc., the subsidiary guarantors party thereto, the lenders party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent.
+Added: Number Description of Exhibit Form File No.
+Added: Exhibit Filing Date
+Added: 10.1 Eleventh Amendment to the Credit Agreement, dated as of December 6, 2023, by and among LTF Intermediate Holdings, Inc., Life Time, Inc., the subsidiary guarantors party thereto, the lenders party thereto, and Deutsche Bank AG New York Branch, as administrative agent.
8-K 001-40887 10.1 12/6/2023
1 unchanged sentence
S-1 333-259495 10.10 9/13/2021
−Removed: Number Description of Exhibit Form File No.
−Removed: Exhibit Filing Date
10.3 # LTF Holdings, Inc.
1 unchanged sentence
S-1 333-259495 10.11 9/13/2021
−Removed: 10.4 # Forms of Non-Quali fied Stock O ption A greements of LTF Holdings, Inc.
+Added: 10.4 # Forms of Non-Qualified Stock Option Agreements of LTF Holdings, Inc.
under the LTF Holdings, Inc.
1 unchanged sentence
S-1 333-259495 10.12 9/13/2021
−Removed: 10.5 # Form of R estricted S tock U nit Award A greement under LTF Holdings, Inc.
+Added: 10.5 # Form of Restricted Stock Unit Award Agreement under LTF Holdings, Inc.
2015 Equity Incentive Plan.
12 unchanged sentences
S-1 333-259495 10.19 9/29/2021
−Removed: 10.10 # Form of Stock O ption A greement under the Life Time Group Holdings, Inc.
+Added: 10.10 # Form of Stock Option Agreement under the Life Time Group Holdings, Inc.
2021 Incentive Award Plan.
S-1 333-259495 10.20 9/29/2021
−Removed: 10.11 # Form of R estricted S tock U nit Award A greement under the Life Time Group Holdings, Inc.
+Added: 10.11 # Form of Restricted Stock Unit Award Agreement under the Life Time Group Holdings, Inc.
2021 Incentive Award Plan.
S-1 333-259495 10.21 9/29/2021
+Added: 10.12 # Form of Restricted Stock Unit Award Agreement under the Life Time Group Holdings, Inc.
+Added: 2021 Incentive Award Plan .
+Added: 10-Q 001-40887 10.1 5/1/2023
+Added: 10.13 # Form of Performance Stock Unit Award Agreement under the Life Time Group Holdings, Inc.
+Added: 2021 Incentive Award.
+Added: Filed herewith
10.14 # Life Time Group Holdings, Inc.
10 unchanged sentences
Bergmann and Life Time Group Holdings, Inc., effective as of December 30, 2022 .
−Removed: Filed herewith
+Added: 10-K 001-40887 10.16 3/8/2023
10.19 # Consulting Agreement by and between Thomas E.
Bergmann and Life Time, Inc., effective as of December 30, 2022 .
−Removed: Filed herewith
+Added: 10-K 001-40887 10.17 3/8/2023
10.20 # Employment Agreement by and between Eric J.
4 unchanged sentences
S-1 333-259495 10.30 9/13/2021
+Added: 10.22 # Agreement and General Release by and between Jeffrey G.
+Added: Zwiefel and Life Time Group Holdings, Inc., effective as of December 31, 2023.
+Added: Filed herewith
+Added: Number Description of Exhibit Form File No.
+Added: Exhibit Filing Date
+Added: 10.23 # Consulting Agreement by and between Jeffrey G.
+Added: Zwiefel and Life Time, Inc., effective as of December 31, 2023.
+Added: Filed herewith
10.24 # Employment Agreement by and between RJ Singh and Life Time Group Holdings, Inc., effective as of October 12, 2021.
4 unchanged sentences
8-K 001-40887 10.1 8/29/2022
−Removed: 10.23 Form of Director and Officer Indemnification and Adva n cement Agreement.
+Added: 10.27 # Separation Agreement and General Release by and between Robert Houghton and Life Time, Inc., effective as of January 5, 2024.
+Added: 8-K 001-40887 10.1 12/26/2023
+Added: 10.28 Form of Director and Officer Indemnification and Advancement Agreement.
S-1 333-259495 10.33 9/13/2021
1 unchanged sentence
8-K 001-40887 10.1 10/12/2021
−Removed: Number Description of Exhibit Form File No.
−Removed: Exhibit Filing Date
21.1 Subsidiaries of the Registrant.
13 unchanged sentences
Furnished herewith
+Added: 97.1 Life Time Group Holdings, Inc.
+Added: Executive Incentive Compensation Recovery Policy.
+Added: Filed herewith
INS Inline XBRL Instance Document –– the Instance Document does not appear in the interactive data file because its XBRL tags are Embedded within the Inline XBRL Document.
18 unchanged sentences
Life Time Group Holdings, Inc.
−Removed: March 8, 2023
−Removed: /s/ Robert Houghton
−Removed: Robert Houghton
−Removed: Executive Vice President & Chief Financial Officer
+Added: February 28, 2024
+Added: /s/ Erik Weaver
+Added: Senior Vice President, Interim Chief Financial Officer & Controller
The undersigned directors and officers of Life Time Group Holdings, Inc.
−Removed: hereby constitute and appoint Bahram Akradi and Robert Houghton, and each of them, as the individual’s true and lawful attorney in fact and agent, with full power of substitution and resubstitution, for the person and in his name, place and stead, in any and all capacities, to sign this report and any or all amendments, and all other documents in connection therewith to be filed with the SEC, granting unto said attorney in fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney in fact as agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereto.
+Added: hereby constitute and appoint Bahram Akradi and Erik Weaver, and each of them, as the individual’s true and lawful attorney in fact and agent, with full power of substitution and resubstitution, for the person and in his name, place and stead, in any and all capacities, to sign this report and any or all amendments, and all other documents in connection therewith to be filed with the SEC, granting unto said attorney in fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney in fact as agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereto.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
−Removed: /s/ Bahram Akradi Founder, Chairman & Chief Executive Officer March 8, 2023
+Added: /s/ Bahram Akradi Founder, Chairman & Chief Executive Officer February 28, 2024
Bahram Akradi (Principal Executive Officer)
−Removed: /s/ Robert Houghton Executive Vice President & Chief Financial Officer March 8, 2023
−Removed: Robert Houghton (Principal Financial Officer)
−Removed: /s/ Erik Weaver Senior Vice President, Controller March 8, 2023
−Removed: Erik Weaver (Principal Accounting Officer)
−Removed: /s/ Jimena Almendares Director March 8, 2023
+Added: /s/ Erik Weaver Senior Vice President, Interim Chief Financial Officer & Controller February 28, 2024
+Added: Erik Weaver (Principal Financial Officer and Principal Accounting Officer)
+Added: /s/ Jimena Almendares Director February 28, 2024
Jimena Almendares
−Removed: /s/ Joel Alsfine Director March 8, 2023
−Removed: /s/ Donna Coallier Director March 8, 2023
+Added: /s/ Joel Alsfine Director February 28, 2024
+Added: /s/ Donna Coallier Director February 28, 2024
Donna Coallier
−Removed: /s/ Jonathan Coslet Director March 8, 2023
+Added: /s/ Jonathan Coslet Director February 28, 2024
Jonathan Coslet
−Removed: Danhakl Director March 8, 2023
−Removed: Kristofer Galashan Director March 8, 2023
+Added: Danhakl Director February 28, 2024
+Added: Kristofer Galashan Director February 28, 2024
Kristofer Galashan
−Removed: /s/ Paul Hackwell Director March 8, 2023
+Added: /s/ Paul Hackwell Director February 28, 2024
Paul Hackwell
−Removed: Landau Director March 8, 2023
−Removed: /s/ Stuart Lasher Director March 8, 2023
+Added: Landau Director February 28, 2024
+Added: /s/ Stuart Lasher Director February 28, 2024
Stuart Lasher
−Removed: /s/ Alejandro Santo Domingo Director March 8, 2023
+Added: /s/ Alejandro Santo Domingo Director February 28, 2024
Alejandro Santo Domingo
−Removed: /s/ Andres Small Director March 8, 2023
+Added: /s/ Andres Small Director February 28, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.