What changed in this filing

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Item 1. Financial Statements

2025-11-04 compared with 2025-08-05 · 152 added, 111 removed, 471 unchanged (36% of the section changed)

4 unchanged sentences

(In thousands, except per share data)

September 30,

2025 December 31,

43 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

10 unchanged sentences

Income from operations 135,645 93,695 351,764 270,508

Other (expense) income:

Other income (expense):

Interest expense, net of interest income ( 18,440 ) ( 36,011 ) ( 65,331 ) ( 111,083 )

1 unchanged sentence

Other income 21,994 — 34,867 —

Total other expense ( 8,874 ) ( 38,133 ) ( 33,997 ) ( 75,359 )

Total other income (expense) 3,703 ( 36,127 ) ( 30,294 ) ( 111,486 )

Income before income taxes 139,348 57,568 321,470 159,022

13 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net income $ 102,427 $ 41,355 $ 250,671 $ 119,077

Other comprehensive income (loss):

Other comprehensive (loss) income:

Foreign currency translation adjustments, net of tax of $ 0

2 unchanged sentences

Unrealized gain, net of tax of $ 266 , $ 0 , $ 650 and $ 0 , respectively

718 — 1,715 —

Realized gain reclassified from accumulated other comprehensive loss to earnings, net of tax of $( 626 ), $ 0 , $( 1,210 ) and $ 0 , respectively

( 1,674 ) — ( 3,190 ) —

Other comprehensive income (loss) 3,393 ( 649 ) 3,458 ( 2,316 )

Other comprehensive (loss) income ( 2,542 ) 1,266 916 ( 1,050 )

Comprehensive income $ 99,885 $ 42,621 $ 251,587 $ 118,027

7 unchanged sentences

Shares Amount

Balance at March 31, 2025 217,899 $ 2,179 $ 3,089,455 $ ( 344,431 ) $ ( 12,732 ) $ 2,734,471

Balance at June 30, 2025 219,902 $ 2,199 $ 3,148,712 $ ( 272,329 ) $ ( 9,339 ) $ 2,869,243

Net income — — — 102,427 — 102,427

Other comprehensive income — — — — 3,393 3,393

Other comprehensive loss — — — — ( 2,542 ) ( 2,542 )

Share-based compensation — — 12,474 — — 12,474

1 unchanged sentence

Issuances of common stock in connection with the vesting of restricted stock units 67 1 ( 1 ) — — —

Issuances of common stock in connection with the employee stock purchase plan 87 1 1,874 — — 1,875

Issuance of common stock in connection with an asset acquisition 1,355 13 39,717 — — 39,730

Settlement of accrued compensation liabilities through the issuance of common stock 2 — 54 — — 54

Balance at June 30, 2025 219,902 $ 2,199 $ 3,148,712 $ ( 272,329 ) $ ( 9,339 ) $ 2,869,243

Balance at September 30, 2025 220,262 $ 2,203 $ 3,164,932 $ ( 169,902 ) $ ( 11,881 ) $ 2,985,352

Common Stock Additional Paid-In

10 unchanged sentences

Settlement of accrued compensation liabilities through the issuance of common stock 452 5 13,754 — — 13,759

Balance at June 30, 2025 219,902 $ 2,199 $ 3,148,712 $ ( 272,329 ) $ ( 9,339 ) $ 2,869,243

Balance at September 30, 2025 220,262 $ 2,203 $ 3,164,932 $ ( 169,902 ) $ ( 11,881 ) $ 2,985,352

Common Stock Additional Paid-In

1 unchanged sentence

Shares Amount

Balance at March 31, 2024 198,791 $ 1,988 $ 2,861,359 $ ( 551,896 ) $ ( 8,592 ) $ 2,302,859

Balance at June 30, 2024 199,052 $ 1,990 $ 2,873,839 $ ( 499,091 ) $ ( 9,241 ) $ 2,367,497

Net income — — — 41,355 — 41,355

Other comprehensive loss — — — — ( 649 ) ( 649 )

Other comprehensive income — — — — 1,266 1,266

Share-based compensation — — 9,265 — — 9,265

Stock option exercises 1,547 16 18,042 — — 18,058

Issuance of common stock in connection with a registered offering, net of issuance costs 6,000 60 124,297 — — 124,357

Issuances of common stock in connection with the vesting of restricted stock units 14 — 2 — — 2

Issuances of common stock in connection with the employee stock purchase plan 103 1 1,461 — — 1,462

Balance at June 30, 2024 199,052 $ 1,990 $ 2,873,839 $ ( 499,091 ) $ ( 9,241 ) $ 2,367,497

Balance at September 30, 2024 206,613 $ 2,066 $ 3,025,445 $ ( 457,736 ) $ ( 7,975 ) $ 2,561,800

Common Stock Additional Paid-In

6 unchanged sentences

Stock option exercises 1,691 17 19,531 — — 19,548

Issuance of common stock in connection with a registered offering, net of issuance costs 6,000 60 124,297 — — 124,357

Issuances of common stock in connection with the vesting of restricted stock units 701 6 ( 986 ) — — ( 980 )

1 unchanged sentence

Settlement of accrued compensation liabilities through the issuance of common stock 1,447 15 18,043 — — 18,058

Balance at June 30, 2024 199,052 $ 1,990 $ 2,873,839 $ ( 499,091 ) $ ( 9,241 ) $ 2,367,497

Balance at September 30, 2024 206,613 $ 2,066 $ 3,025,445 $ ( 457,736 ) $ ( 7,975 ) $ 2,561,800

See notes to unaudited condensed consolidated financial statements.

3 unchanged sentences

(In thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

7 unchanged sentences

Loss (gain) on disposal of property and equipment, net 4,953 ( 6,548 )

Write-off of debt discounts and issuance costs — 3,510

Amortization of debt discounts and issuance costs 2,729 5,891

14 unchanged sentences

Proceeds from financing obligations 10,300 4,300

Payments of debt discounts and issuance costs ( 628 ) ( 1,873 )

Proceeds from the issuance of common stock, net of issuance costs — 124,357

Proceeds from stock option exercises 37,616 19,548

20 unchanged sentences

We design, build and operate our athletic country club destinations that are distinctive and large, multi-use sports and athletic, professional fitness, family recreation and spa centers in a resort-like environment.

As of June 30, 2025, we operated 184 centers in 31 states and one Canadian province.

As of September 30, 2025, we operated 185 centers in 31 states and one Canadian province.

Basis of Presentation

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We expect to adopt the accounting guidance for our Annual Report on Form 10-K for the year ended December 31, 2025.

We are currently evaluating the impact that the updated standard will have on our financial statement disclosures.

The adoption of the updated standard is not expected to have a material impact on our financial statements but will increase disclosures on rate reconciliation and income taxes paid by jurisdiction.

In November 2024, the FASB issued guidance that requires public entities to disclose the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion, as applicable, included in each relevant expense caption presented in its income statement.

We expect to adopt this accounting guidance for our Annual Report on Form 10-K for the year ended December 31, 2027.

We are currently evaluating the impact that the updated standard will have on our financial statement disclosures.

We expect to adopt this accounting guidance for our Annual Report on Form

LIFE TIME GROUP HOLDINGS, INC.

2 unchanged sentences

(Table amounts in thousands except per share data)

10-K for the year ended December 31, 2027.

We are currently evaluating the impact that the updated standard will have on our financial statement disclosures.

In September 2025, the FASB issued guidance that removes all references to software development project stages and requires that an entity capitalize software costs when both (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”).

We expect to adopt this accounting guidance for our Annual Report on Form 10-K for the year ended December 31, 2028.

We are currently evaluating the impact that the updated standard will have on our financial statements.

Fair Value Measurements

8 unchanged sentences

Fair Value Measurements on a Recurring Basis.

As of June 30, 2025 and December 31, 2024, assets and liabilities that are measured at fair value on a recurring basis were as follows:

June 30, 2025

As of September 30, 2025 and December 31, 2024, assets and liabilities that are measured at fair value on a recurring basis were as follows:

September 30, 2025

Level 1 Level 2 Level 3 Total

17 unchanged sentences

(2) The life insurance policies are valued based on the underlying investment assets, which are priced using observable market data.

(3) Deferred compensation liabilities are valued based on the quoted market prices associated with the underlying assumed investments that have been selected by the plan participants.

For more information regarding our interest rate swaps, see Note 6, Derivative Instruments and Hedging Activities.

LIFE TIME GROUP HOLDINGS, INC.

2 unchanged sentences

(Table amounts in thousands except per share data)

(3) Deferred compensation liabilities are valued based on the quoted market prices associated with the underlying assumed investments that have been selected by the plan participants.

For more information regarding our interest rate swaps, see Note 7, Derivative Instruments and Hedging Activities.

Long-term debt.

At June 30, 2025 and December 31, 2024, the carrying value and fair value of our outstanding long-term debt was as follows:

At September 30, 2025 and December 31, 2024, the carrying value and fair value of our outstanding long-term debt was as follows:

September 30,

2025 December 31,

11 unchanged sentences

If we determine that impairment has occurred, the carrying value of the asset would be reduced to fair value and the difference would be recorded as a loss within operating income in our condensed consolidated statements of operations.

We had no material remeasurements of such assets or liabilities to fair value during the three and six months ended June 30, 2025 and 2024.

We had no material remeasurements of such assets or liabilities to fair value during the three and nine months ended September 30, 2025 and 2024.

Employee Retention Credits

1 unchanged sentence

The CARES Act, among other things, provided for refundable payroll tax credits for employee retention, or employee retention credits.

During the three and six months ended June 30, 2025, the Company received $ 12.9 million in net cash proceeds from these employee retention credits, including interest income and net of fees and expenses.

During the three and nine months ended September 30, 2025, the Company received $ 22.0 million and $ 34.9 million, respectively, in net cash proceeds from these employee retention credits, including interest income and net of fees and expenses.

These credits were recognized in the period in which the cash was received as Other Income in our condensed consolidated statements of operations.

One Big Beautiful Bill Act

The United States Congress passed budget reconciliation bill H.R.

1, referred to as the One Big Beautiful Bill Act (“the OBBB Act”), into law on July 4, 2025.

The OBBB Act provides for, among other things, the reinstatement of full expensing for qualified business property acquired and placed in service after January 19, 2025, immediate expensing of domestic research and experimental expenditures and modification of the limitation on the business interest deduction.

The OBBB Act has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The provisions that are effective in 2025 increase the deferred tax liability and increase the current tax receivable but do not have an impact on the effective tax rate or the provision for income taxes.

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

Supplemental Balance Sheet and Cash Flow Information

1 unchanged sentence

Prepaid expenses and other current assets consisted of the following:

September 30,

2025 December 31,

9 unchanged sentences

Prepaid expenses and other current assets $ 53,630 $ 52,826

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

September 30,

2025 December 31,

6 unchanged sentences

Accrued expenses and other current liabilities $ 229,153 $ 179,444

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

Supplemental Cash Flow Information

(Increases) decreases in operating assets and increases (decreases) in operating liabilities are as follows:

Six Months Ended

Nine Months Ended

September 30,

Accounts receivable $ 549 $ ( 3,175 )

9 unchanged sentences

Additional supplemental cash flow information is as follows:

Six Months Ended

Nine Months Ended

September 30,

Net cash paid for income taxes, net of refunds received $ 25,090 $ 13,413

7 unchanged sentences

Right-of-use asset adjustments recognized as a result of the remeasurement of existing operating lease liabilities 9,395 5,069

Non-cash increase in operating lease right-of-use assets associated with below-market sale-leaseback transactions 900 13,350

Non-cash increase in financing obligations as a result of interest accretion 127 89

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

Property and Equipment

2 unchanged sentences

We accounted for this transaction as an asset acquisiti on and allocated the entire purchase price to property and equipment.

Accordingly, the $ 19.3 million we paid in cash in connection with this acquisition d uring the six months ended June 30, 2025 is included in Capital expenditures in our consolidated statement of cash flows.

Accordingly, the $ 19.3 million we paid in cash in connection with this acquisition d uring the nine months ended September 30, 2025 is included in Capital expenditures in our consolidated statement of cash flows.

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

During the three months ended September 30, 2025, we acquired a trade name and related intangible assets associated with our LTH nutritional products for a total purchase price of $ 10.0 million, of which $ 9.5 million was paid in cash at closing and $ 0.5 million was held back until July 2026 for potential indemnification claims.

T he $ 9.5 million we paid at closing is included in Other within investing activities in our consolidated statement of cash flows.

Revenue associated with our membership dues, enrollment fees, and certain services from our in-center businesses is recognized over time as earned.

Revenue associated with products and services offered in our cafes and spas, as well as through e-commerce, is recognized at a point in time.

The following is a summary of revenue, by major revenue stream, that we recognized during the three and six months ended June 30, 2025 and 2024:

The following is a summary of revenue, by major revenue stream, that we recognized during the three and nine months ended September 30, 2025 and 2024:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

Total revenue $ 782,649 $ 693,234 $ 2,250,159 $ 1,957,712

The timing associated with the revenue we recognized during the three months ended June 30, 2025 and 2024 is as follows:

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024

The timing associated with the revenue we recognized during the three months ended September 30, 2025 and 2024 is as follows:

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

Revenue Other

6 unchanged sentences

Total revenue $ 760,897 $ 21,752 $ 782,649 $ 674,775 $ 18,459 $ 693,234

The timing associated with the revenue we recognized during the six months ended June 30, 2025 and 2024 is as follows:

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

The timing associated with the revenue we recognized during the nine months ended September 30, 2025 and 2024 is as follows:

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Revenue Other

7 unchanged sentences

Contract liabilities represent payments or consideration received in advance for goods or services that the Company has not yet transferred to the customer.

Contract liabilities consist primarily of deferred revenue for fees collected in advance for Dynamic Personal Training, media and athletic events, other in-center service offerings, enrollment fees and membership dues.

Contract liabilities at June 30, 2025 and December 31, 2024 were $ 61.0 million and $ 58.4 million, respectively.

Contract liabilities consist primarily of deferred revenue for fees collected in advance for Dynamic Personal Training, media and athletic events, enrollment fees, other in-center service offerings and membership dues.

Contract liabilities at September 30, 2025 and December 31, 2024 were $ 55.9 million and $ 58.4 million, respectively.

LIFE TIME GROUP HOLDINGS, INC.

3 unchanged sentences

Contract liabilities that will be recognized within one year are classified as deferred revenue in our condensed consolidated balance sheets.

Deferred revenue at June 30, 2025 and December 31, 2024 was $ 60.9 million and $ 58.3 million, respectively, and consists primarily of prepai d Dynamic Personal Training, media and athletic events, other in-center service offerings, enrollment fees and membership dues.

Deferred revenue at September 30, 2025 and December 31, 2024 was $ 55.8 million and $ 58.3 million, respectively, and consists primarily of prepai d Dynamic Personal Training, media and athletic events, enrollment fees, other in-center service offerings and membership dues.

Contract liabilities that will be recognized in a future period greater than one year are classified as a component of Other liabilities in our condensed consolidated balance sheets.

Long-term contract liabilities at June 30, 2025 and December 31, 2024 were $ 0.1 million and $ 0.1 million, respectively, and consist primarily of deferred enrollment fees.

During the six months ended June 30, 2025 and 2024, $ 41.0 million and $ 32.7 million of revenue was recognized that had been included in the contract liabilities balance at December 31, 2024 and 2023, respectively.

Long-term contract liabilities at September 30, 2025 and December 31, 2024 were $ 0.1 million and $ 0.1 million, respectively, and consist primarily of deferred enrollment fees.

During the nine months ended September 30, 2025 and 2024, $ 45.1 million and $ 35.1 million of revenue was recognized that had been included in the contract liabilities balance at December 31, 2024 and 2023, respectively.

Derivative Instruments and Hedging Activities

10 unchanged sentences

Interest Rate Swaps

During the three months ended June 30, 2025 , we entered into receive-variable, pay-fixed interest rate swap agreements with five high-quality institutional banks, each of which had an effective date of April 8, 2025 and is set to expire on April 5, 2028.

During the nine months ended September 30, 2025 , we entered into receive-variable, pay-fixed interest rate swap agreements with five high-quality institutional banks, each of which had an effective date of April 8, 2025 and is set to expire on April 5, 2028.

On the effective date, the initial aggregate notional amount associated with these interest rate swaps was $ 997.5 million, the then-outstanding variable rate borrowings under our Term Loan Facility.

The aggregate notional amount associated with these interest rate swaps decreases over time in a manner that is closely aligned with the timing and amount of scheduled principal payments due with respect to the outstanding borrowings under our Term Loan Facility.

At June 30, 2025 , the aggregate notional amount associated with these interest rate swaps was $ 995.0 million.

The aggregate notional amount associated with these interest rate swaps decreases over time in a manner that is aligned with the timing and amount of scheduled principal payments due with respect to the outstanding borrowings under our Term Loan Facility.

At September 30, 2025 , the aggregate notional amount associated with these interest rate swaps was $ 995.0 million.

Pursuant to these interest rate swaps, we make fixed interest payments at 3.409 % in exchange for receiving variable interest payments based on SOFR.

2 unchanged sentences

Each of our interest rate swaps qualifies for and has been designated as a cash flow hedge.

As of June 30, 2025, w e have determined that each of our interest rate swaps is highly effective in achieving offsetting changes in the fair value of the expected future variable cash flows associated with the outstanding borrowings under our Term Loan Facility.

As of September 30, 2025, w e have determined that each of our interest rate swaps is highly effective in achieving offsetting changes in the fair value of the expected future variable cash flows associated with the outstanding borrowings under our Term Loan Facility.

Accordingly, unrealized gains or losses associated with changes in the fair value of our interest rate swaps are recognized as a component of AOCL on our condensed consolidated balance sheets.

6 unchanged sentences

The fair value of our outstanding designated interest rate swap assets and liabilities is reported in our condensed consolidated balance sheet as follows:

June 30, 2025 Classification on Condensed Consolidated Balance Sheet

September 30, 2025 Classification on Condensed Consolidated Balance Sheet

Interest rate swap assets $ 2,562 Prepaid expenses and other current assets

Interest rate swap liabilities $ 4,016 Other liabilities

The unrealized gain (loss) associated with our interest rate swaps that was recognized in AOCL, as well as the realized gain that was reclassified out of AOCL to earnings, during the three and six months ended June 30, 2025 were as follows:

Three Months Ended June 30, 2025 Six Months Ended June 30, 2025 Affected Line Item on Condensed Consolidated Statements of Operations

Balance in AOCL at March 31, 2025 and December 31, 2024, respectively

Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025 Affected Line Item on Condensed Consolidated Statements of Operations

Balance in AOCL at June 30, 2025 and December 31, 2024, respectively

$ ( 519 ) $ —

Unrealized gain:

6 unchanged sentences

Realized gain reclassified to earnings, net of tax (effective portion) ( 1,674 ) ( 3,190 )

Balance in AOCL at June 30, 2025

Balance in AOCL at September 30, 2025

$ ( 1,475 ) $ ( 1,475 )

At June 30, 2025 , we expect approximately $ 2.9 million of after-tax realized gain on interest rate swaps to be reclassified out of AOCL to earnings within the next 12 months.

The remaining maturity of our interest rate swaps at June 30, 2025 was 2.8 years.

At September 30, 2025 , we expect approximately $ 1.3 million of after-tax realized gain on interest rate swaps to be reclassified out of AOCL to earnings within the next 12 months.

The remaining maturity of our interest rate swaps at September 30, 2025 was 2.5 years.

LIFE TIME GROUP HOLDINGS, INC.

3 unchanged sentences

Debt consisted of the following:

September 30,

2025 December 31, 2024

14 unchanged sentences

Pursuant to these interest rate swaps, we effectively pay fixed interest on our outstanding Term Loan Facility borrowings at 3.409 %, plus an applicable margin.

With the upgrade of our issuer credit rating by S&P Global Ratings on June 18, 2025, our applicable margin was reduced by 0.25 % to 2.25 % effective on June 19, 2025.

As a result, the effective fixed interest rate associated with our outstanding Term Loan Facility borrowings a t June 30, 2025 was 5.659 %.

With the upgrade of our issuer credit rating by S&P Global Ratings on June 18, 2025, our applicable margin was reduced by 0.25 % to 2.25 % effective on June 19, 2025, and with the amendment to our Term Loan Facility on August 18, 2025, our applicable margin was reduced by an additional 0.25 % to 2.00 %.

Loans under this amended Term Loan Facility were issued at par with no original issue discount.

As a result, the effective fixed interest rate associated with our outstanding Term Loan Facility borrowings a t September 30, 2025 was 5.409 %.

We are required to make quarterly principal payments of 0.25 % of the outstanding balance on the Term Loan Facility.

1 unchanged sentence

Revolving Credit Facility

At June 30, 2025, there wer e no outstanding b orrowings under our $ 650.0 million Revolving Credit Facility, and there were $ 31.5 million of outstanding letters of credit, resulting in total revolver availability of $ 618.5 million, which was available at intervals ranging from 30 to 180 days at interest rates of SOFR plus an applicable margin of 2.00 % or base rate plus 1.00 % (after the ratings-based step down of 0.25 % effective June 19, 2025) .

The weighted average interest rate and debt outstanding under the Revolving Credit Facility for the six months ended June 30, 2025 was 7.32 % and $ 7.6 million, respectively.

At September 30, 2025, there wer e no outstanding b orrowings under our $ 650.0 million Revolving Credit Facility, and there were $ 31.8 million of outstanding letters of credit, resulting in total revolver availability of $ 618.2 million, which was available at intervals ranging from 30 to 180 days at interest rates of SOFR plus an applicable margin of 2.00 % or base rate plus 1.00 % .

The weighted average interest rate and debt outstanding under the Revolving Credit Facility for the nine months ended September 30, 2025 was 7.26 % and $ 5.1 million, respectively.

The highest balance during that same period was $ 60.0 million.

2 unchanged sentences

We are also required to comply with a first lien net leverage ratio covenant under the Revolving Credit Facility, which requires us to maintain a first lien net leverage ratio, if 30.00 % or more of the Revolving Credit Facility commitments are outstanding shortly after the end of any fiscal quarter (excluding all cash collateralized undrawn letters of credit and other undrawn letters of credit up to $ 90.0 million).

As of June 30, 2025, we were either in compliance in all material respects with the covenants or the covenants were not applicable.

As of September 30, 2025, we were either in compliance in all material respects with the covenants or the covenants were not applicable.

LIFE TIME GROUP HOLDINGS, INC.

3 unchanged sentences

Future Maturities of Long-Term Debt

Aggregate annual future maturities of long-term debt, excluding unamortized discounts, issuance costs and fair value adjustments, at June 30, 2025 were as follows:

July 2025 through June 2026 $ 22,873

July 2026 through June 2027 31,824

July 2027 through June 2028 11,504

July 2028 through June 2029 10,189

July 2029 through June 2030 10,199

Aggregate annual future maturities of long-term debt, excluding unamortized discounts, issuance costs and fair value adjustments, at September 30, 2025 were as follows:

October 2025 through September 2026 $ 22,965

October 2026 through September 2027 29,835

October 2027 through September 2028 10,123

October 2028 through September 2029 10,139

October 2029 through September 2030 10,149

Thereafter 1,447,810

1 unchanged sentence

Sale-Leaseback Transactions with Unrelated Third Parties

During the six months ended June 30, 2025 , we entered into and consummated a sale-leaseback transaction with one unr elated third party.

Under this transaction, we sold three properties with a combined net book value of $ 151.3 million for $ 150.0 million of gross cash proceeds , which were reduced by transaction costs of $ 0.9 million , for net cash proceeds of $ 149.1 million .

During the nine months ended September 30, 2025 , we entered into and consummated sale-leaseback transactions with two unr elated third parties.

Under these transactions, we sold four properties with a combined net book value of $ 178.4 million for $ 184.0 million of gross cash proceeds , which were reduced by transaction costs of $ 1.0 million , for net cash proceeds of $ 183.0 million .

The estimated fair value of the properties sold was $ 174.6 million .

Accordingly, the aggregate cash sales price associated with this transaction was decreased by $ 10.3 million , which resulted in the recognition of a loss of $ 12.5 million on this transaction .

Accordingly, the aggregate cash sales price associated with this transaction was decreased by $ 9.4 million , which resulted in the recognition of a loss of $ 4.8 million on these transactions .

This loss is included in Other operating expense in our condensed consolidated statement of operations.

The entire aggregate off-market adjustment of $ 10.3 million was associated with the sales price being greater than the fair value of the properties sold, which was recognized as a reduction to the aggregate sales price and as financing obligations separate from the related operating lease liabilities .

Of the $ 9.4 million aggregate off-market adjustment, $ 10.3 million was associated with properties in which the sales price was g reater than the fair value of the properties sold, which was recognized as a reduction to the aggregate sales price associated with these properties and as financing obligations separate from the related operating lease liabilities, and $ 0.9 million was associated with a property in which the sales price was less than the fair value of the property sold, which was recognized as an increase in the aggregate sales price associated with this property and an increase in the related operating lease right-of-use asset .

Proceeds from the financing obligations are reported within financing activities on our condensed consolidated statement of cash flows.

Right-of-use assets and lease liabilities recognized in connection with this sale-leaseback transaction were $ 77.1 million and $ 76.1 million , respectively.

Right-of-use assets and lease liabilities recognized in connection with these sale-leaseback transactions were $ 99.5 million and $ 97.3 million , respectively.

Stockholders’ Equity

Share-Based Compensation Expense

Share-based compensation expense for the three months ended June 30, 2025 was $ 16.4 million, of which $ 11.9 million and $ 4.5 million was associated with equity-classified awards and liability-classified awards, respectively.

Share-based compensation expense for the six months ended June 30, 2025 was $ 28.3 million, of which $ 22.2 million and $ 6.1 million was associated with equity-classified awards and liability-classified awards, respectively.

Share-based compensation expense for the three months ended June 30, 2024 was $ 11.1 million, of which $ 10.1 million and $ 1.0 million was associated with equity-classified awards and liability-classified awards, respectively.

Share-based compensation expense for the six months ended June 30, 2024 was $ 18.7 million, of which $ 18.0 million and $ 0.7 million was associated with equity-classified awards and liability-classified awards, respectively.

Share-based compensation expense for the three months ended September 30, 2025 was $ 16.9 million, of which $ 12.5 million and $ 4.4 million was associated with equity-classified awards and liability-classified awards, respectively.

Share-based compensation expense for the nine months ended September 30, 2025 was $ 45.2 million, of which $ 34.6 million and $ 10.6 million was associated with equity-classified awards and liability-classified awards, respectively.

Share-based compensation expense for the three months ended September 30, 2024 was $ 11.8 million, of which $ 9.3 million and $ 2.5 million was associated with equity-classified awards and liability-classified awards, respectively.

Share-based compensation expense for the nine months ended September 30, 2024 was $ 30.5 million, of which $ 27.2 million and $ 3.3 million was associated with equity-classified awards and liability-classified awards, respectively.

Restricted Stock Units

During the six months ended June 30, 2025, the Company granted approximately 1.2 million restricted stock unit awards under the 2021 Incentive Award Plan, of which approximately 0.9 million were time-based vesting awards that vest in ratable installments ranging from one to three years and approximately 0.3 million were performance-based vesting awards granted to our executives in connection with our short-term incentive compensation program, in each case subject to continuous employment from the grant date through the applicable vesting date unless otherwise agreed with the award recipient.

We determine the grant date fair value of restricted stock unit awards by multiplying the number of restricted stock unit awards by the closing trading price of our common stock on the grant date.

During the nine months ended September 30, 2025, the Company granted approximately 1.3 million restricted stock unit awards under the 2021 Incentive Award Plan, of which approximately 1.0 million were time-based vesting awards, the vast majority of which vest in ratable installments ranging from one to three years , and approximately 0.3 million were performance-based vesting awards granted to our executives in connection with our short-term incentive compensation

LIFE TIME GROUP HOLDINGS, INC.

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(Table amounts in thousands except per share data)

program, in each case subject to continuous employment from the grant date through the applicable vesting date unless otherwise agreed with the award recipient.

We determine the grant date fair value of restricted stock unit awards by multiplying the number of restricted stock unit awards by the closing trading price of our common stock on the grant date.

Performance Stock Units

During the six months ended June 30, 2025, the Company granted approximately 0.3 million three-year performance stock unit awards under the 2021 Incentive Award Plan, all of which were granted to our executives in connection with our long-term incentive compensation program.

During the nine months ended September 30, 2025, the Company granted approximately 0.3 million three-year performance stock unit awards under the 2021 Incentive Award Plan, all of which were granted to our executives in connection with our long-term incentive compensation program.

The performance stock unit awards are based on our Adjusted EBITDA with performance determined each year for one-third of such award but the entire award does not vest until the end of the three-year period.

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2025 Short-Term Incentive Program

During the six months ended June 30, 2025, the Company adopted a short-term incentive compensation program for eligible team members who are not executive officers.

During the nine months ended September 30, 2025, the Company adopted a short-term incentive compensation program for eligible team members who are not executive officers.

Pursuant to this program, awards will be paid o ut in cash and/o r through the issuance of fully-vested shares of the Company’s common stock in early 2026 if the Company’s performance exceeds the tranche one performance metric.

As of June 30, 2025, we expect that all of these awards will be settled in fully-vested shares of the Company’s common stock.

As of September 30, 2025, we expect that all of these awards will be settled in fully-vested shares of the Company’s common stock.

Accordingly, we are accounting for the potential issuance of these shares of common stock as share-based payment awards granted under this program.

Because the incentive compensation associated with these awards represents a fixed dollar amount that, if payable, will be settled in a variable number of shares of the Company’s common stock, we are currently accounting for these awards as liability-classified share-based payment awards.

Accordingly, the offset to the share-based compensation expense we have recognized in connection with these awards during the six months ended June 30, 2025 is included in Accrued expenses and other current liabilities on our June 30, 2025 condensed consolidated balance sheet.

Accordingly, the offset to the share-based compensation expense we have recognized in connection with these awards during the nine months ended September 30, 2025 is included in Accrued expenses and other current liabilities on our September 30, 2025 condensed consolidated balance sheet.

2024 Short-Term Incentive Program

In February 2025, our board of directors determined that our 2024 performance exceeded the tranche three performance metric under our 2024 short-term incentive compensation program and issued corresponding shares of common stock to our eligible employees.

Effective as of the determination date, the $ 13.8 million then-outstanding liability we had recognized in connection with these liability-classified share-based payment awards was reclassified out of Accrued expenses and other current liabilities and into Common stock and Additional paid-in capital on our condensed consolidated balance sheet during the six months ended June 30, 2025.

Accumulated Other Comprehensive Loss

Changes in the AOCL balances for the three and six months ended June 30, 2025 were as follows (all amounts are reported net of tax):

Three Months Ended June 30, 2025 Six Months Ended June 30, 2025

Changes in the AOCL balances for the three and nine months ended September 30, 2025 were as follows (all amounts are reported net of tax):

Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025

Foreign Currency Translation Adjustments Unrealized Loss on Derivative Instruments Total Foreign Currency Translation Adjustments Unrealized Loss on Derivative Instruments Total

AOCL balance at March 31, 2025 and December 31, 2024, respectively

AOCL balance at June 30, 2025 and December 31, 2024, respectively

$ ( 8,820 ) $ ( 519 ) $ ( 9,339 ) $ ( 12,797 ) $ — $ ( 12,797 )

Other comprehensive income before reclassifications 3,912 997 4,909 3,977 997 4,974

Other comprehensive (loss) income before reclassifications ( 1,586 ) 718 ( 868 ) 2,391 1,715 4,106

Amounts reclassified from AOCL to earnings — ( 1,674 ) ( 1,674 ) — ( 3,190 ) ( 3,190 )

AOCL balance at June 30, 2025

AOCL balance at September 30, 2025

$ ( 10,406 ) $ ( 1,475 ) $ ( 11,881 ) $ ( 10,406 ) $ ( 1,475 ) $ ( 11,881 )

Changes in AOCL balances for the three and six months ended June 30, 2024 were related to foreign currency translation adjustments only.

LIFE TIME GROUP HOLDINGS, INC.

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Changes in AOCL balances for the three and nine months ended September 30, 2024 were related to foreign currency translation adjustments only.

Income Per Share

For the three and six months ended June 30, 2025 and 2024 , o ur potentially dilutive securities included stock options, restricted stock units, performance stock units and shares to be issued under our employee stock purchase plan.

The following table sets forth the calculation of basic and diluted income per share for the three and six months ended June 30, 2025 and 2024:

For the three and nine months ended September 30, 2025 and 2024 , o ur potentially dilutive securities included stock options, restricted stock units, performance stock units and shares to be issued under our employee stock purchase plan.

The following table sets forth the calculation of basic and diluted income per share for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Income per common share – diluted $ 0.45 $ 0.19 $ 1.11 $ 0.57

The following is a summary of potential shares of common stock that were antidilutive and excluded from the weighted average share computations for the three and six months ended June 30, 2025 and 2024:

The following is a summary of potential shares of common stock that were antidilutive and excluded from the weighted average share computations for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Zurich American Insurance Company

On August 19, 2020, Life Time, Inc., several of its subsidiaries, and a joint venture entity, Bloomingdale Life Time Fitness LLC (collectively, the “Life Time Parties”) filed a complaint against Zurich American Insurance Company (“Zurich”) in the Fourth Judicial District of the State of Minnesota, County of Hennepin (Case No.

27-CV-20-10599) (the “Action”) seeking declaratory relief and damages with respect to Zurich’s failure under a property/business interruption insurance policy to provide certain coverage to the Life Time Parties related to the closure or suspension by governmental authorities of their business activities due to the spread or threat of the spread of COVID-19.

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The Court granted Zurich’s dispositive motions on July 25, 2024, dismissing the Life Time Parties’ claims with prejudice, and entered judgment on July 26, 2024.

The Life Time Parties have appealed from that judgment to the Minnesota Court of Appeals.

The appeal has been briefed by the parties and oral arguments were held on May 15, 2025.

The Action is subject to many uncertainties, and the outcome of the matter is not predictable with any assurance.

We are also engaged in other proceedings incidental to the normal course of business.

Due to their nature, such legal proceedings involve inherent uncertainties, including but not limited to court rulings, negotiations between affected parties and governmental intervention.

We establish reserves for matters that are probable and estimable in amounts we believe are adequate to cover reasonable adverse judgments.

The Life Time Parties appealed from that judgment to the Minnesota Court of Appeals (the “Court of Appeals”).

On August 11, 2025, the Court of Appeals reversed the District Court’s order granting summary judgment in favor of Zurich, holding that governmental closure orders were the causes of Life Time Parties’ losses under the property/business interruption policy, and not the pandemic.

The Court of Appeals concluded that Life Time Parties have a coverage limit of $ 1.0 million per occurrence and there were 29 occurrences, reflecting the 29 different jurisdictions that issued closure orders affecting the Life Time Parties’ 150 locations.

The Court of Appeals remanded the Action to the District Court for further proceedings.

On September 8, 2025, Zurich petitioned the Minnesota Supreme Court for review of the decision of the Court of Appeals.

On September 30, 2025, the Life

LIFE TIME GROUP HOLDINGS, INC.

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material adverse impact on our consolidated financial position, results of operations or cash flows.

Time Parties filed an opposition to Zurich’s petition for review.

On October 29, 2025, the Minnesota Supreme Court denied Zurich’s petition for review.

The Action will be remanded to the District Court for further proceedings, including the damages phase of this Action.

The Action is subject to uncertainties, and the final outcome of the matter is not predictable with assurance.

We are also engaged in other proceedings incidental to the normal course of business.

Due to their nature, such legal proceedings involve inherent uncertainties, including but not limited to court rulings, negotiations between affected parties and governmental intervention.

We establish reserves for matters that are probable and estimable in amounts we believe are adequate to cover reasonable adverse judgments.

Based upon the information available to us and discussions with legal counsel, it is our opinion that the outcome of the various legal actions and claims that are incidental to our business will not have a material adverse impact on our consolidated financial position, results of operations or cash flows.

Such matters are subject to many uncertainties, and the outcomes of individual matters are not predictable with assurance.

Subsequent Events

In preparing the accompanying condensed consolidated financial statements, we have evaluated the period from June 30, 2025 through the date the condensed consolidated financial statements were issued for material subsequent events.

In preparing the accompanying condensed consolidated financial statements, we have evaluated the period from September 30, 2025 through the date the condensed consolidated financial statements were issued for material subsequent events.

There have been no events or transactions during this time which would have a material effect on the condensed consolidated fina ncial statements and therefore would require recognition or disclosure.

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.

What changed 10-Q

Item 1. Financial Statements