−Removed: Risks Relating to Our Business Operations and Competitive Environment
−Removed: We may be unable to attr act and retain members and we may not effectively optimize revenue per center membership, either of which could have a negative effect on our business, results of operations and financial condition.
−Removed: The success of our business depends on our ability to attract and retain members and to optimize our revenue per center membership.
−Removed: There are numerous factors that could prevent us from increasing, or cause a decline in, our memberships and in-center business or that could prevent us from optimizing our revenue per center membership, any of which could adversely impact our business, results of operations and financial condition.
−Removed: These factors include (i) our ability to deliver premium member experiences, (ii) members valuing our offerings at the prices we charge, (iii) changing desires, confidence, discretionary spending and behaviors of consumers and our ability to anticipate and respond to such shifts, (iv) introductions or terminations of products, services, benefits or technology, (v) general economic and environmental conditions, (vi) market or center maturity or saturation, (vii) direct and indirect competition in our trade areas and (viii) social fears such as terror or health threats.
+Added: Risks Relating to Our Business Operations and the Growth of our Business
+Added: We may be unable to attr act and retain members and we may not effectively optimize memberships and increase revenue per center membership, either of which could have a negative effect on our business, results of operations and financial condition.
+Added: The success of our business depends on our ability to attract and retain members, optimize memberships and increase our revenue per center membership.
+Added: There are numerous factors that could impact our ability to do these things, any of which could adversely impact our business, results of operations and financial condition.
+Added: These factors include (i) our ability to deliver premium member experiences with strong member engagement, (ii) members valuing our offerings at the prices we charge including as we have shifted to a premium offering, (iii) changing desires, confidence, discretionary spending and behaviors of consumers and our ability to anticipate and respond to such shifts, (iv) introductions or terminations of products, services, memberships, benefits or technology, (v) general economic and environmental conditions, (vi) market or center maturity or saturation, (vii) direct and indirect competition in our trade areas and (viii) social fears such as terror or health threats.
All of our members are able to cancel their membership at any time upon providing advance notice.
−Removed: We must therefore continually engage existing members and attract new members in order to maintain our membership and in-center service levels
−Removed: and earn the membership dues and service fees that we charge our members.
+Added: We must therefore continually engage existing members and attract new members.
+Added: Our qualified membership programs, which are administered and often subsidized through third parties and provide significantly lower average membership dues, can also be canceled upon providing advance notice.
+Added: Several qualified membership programs expire in 2026 if not renewed.
+Added: As we limit the qualified membership program offerings and as some or all of the programs terminate or expire, we are seeking to optimize the memberships in our clubs and increase our revenue per center membership, which includes converting existing qualified members to other direct memberships with the Company.
+Added: The factors outlined immediately above could impact our ability to do these things.
Elevating our member experiences to meet and exceed their expectations requires investment in our team members, programs, products, services and centers.
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Additionally, we cannot be certain that these strategies will attract and retain members or deliver higher revenue per center membership.
−Removed: Our business, results of operations and prospects may be adversely affected by the environments in which we operate, including with respect to the macroeconomy, the political climate, global pandemics or other health crises, severe weather, natural disasters, hostilities, gun violence and social unrest.
−Removed: The macroeconomic environment in which we operate can adversely impact our business, results of operations and prospects, including with respect to inflation, interest rates, taxes or tariffs, labor and supply chain issues, and economic recession .
−Removed: While the inflation rate has improved, the extended period of elevated inflation and overall higher costs has impacted our expenses and capital expenditures in several areas, including wages, construction costs and other operating expenses.
−Removed: These inflationary impacts pressure our margin performance and increase our capital expenditures.
−Removed: Similarly, while interest rates have begun to decrease, the comparatively higher interest rate environment has also increased the cost of our borrowings.
−Removed: The combined impact of inflation and higher interest rates caused us to temporarily slow down the start of new construction on our ground-up suburban builds.
−Removed: We have restarted our ground-up builds, but the slowdown impacted the number and mix of new centers that we opened in 2024 and will impact the mix of new centers that we will open in 2025 .
−Removed: Higher investment in new centers than we had originally planned, coupled with capitalization rates on our sale-leaseback transactions that are higher than historical levels or investment that takes longer to execute due to any number of reasons, requires us to outperform our operational plan to achieve our targeted return.
+Added: Our business, results of operations and prospects may be adversely affected by the environments in which we operate, including with respect to the macroeconomy, the political climate and social unrest, global pandemics or other health crises, severe weather, natural disasters and shifting climate patterns, hostilities and gun violence.
+Added: The macroeconomic environment in which we operate can adversely impact our business, results of operations and prospects, including with respect to inflation, interest rates, taxes or tariffs, labor and supply chain issues, and economic recession or low growth .
+Added: While the inflation rate has improved and been more stable, the extended period of elevated inflation and overall higher costs has impacted our expenses and capital expenditures in several areas, including wages, construction costs, supply costs, utilities, rent and other operating expenses.
+Added: These inflationary impacts pressure our margin performance and increase our capital expenditures, particularly for our cost to build new centers.
+Added: Similarly, while interest rates have decreased and we have been able to secure interest rate swaps on the term loan portion of our variable rate credit facility, the comparatively higher interest rate environment has also increased the cost of our borrowings.
+Added: The combined impact of inflation and higher interest rates, together with our focus on lowering our leverage ratio and generating positive free cash flow, caused us to temporarily slow down the start of new construction on our ground-up suburban builds, which impacted the centers we opened in 2024 and 2025.
+Added: The macroeconomic environment can also adversely impact consumer sentiment and their ability or willingness to spend money to obtain or retain their membership with us or to engage with our in-center businesses.
+Added: The political climate in the United States and internationally is dynamic, with increased polarization and division, shifts in regulatory policies and enforcement, and social unrest and tensions.
+Added: If we do not anticipate and manage the challenges relating to this environment, it could have a negative impact on our brand, revenue and profits.
Global pandemics or other health crises can also adversely impact our business, results of operations, financial condition and prospects.
We experienced significant reductions in membership levels, revenue per center membership, center activity and new center growth related to the COVID-19 pandemic, including from the responses of diverse governmental authorities in closing or restarting our operations.
−Removed: Our business took time to recover from that pandemic, similar to how our new centers take several years to mature to expected performance, and the recovery varied by center and geography.
+Added: Our business took time to recover from that pandemic.
We cannot be certain that we will not need to close our centers, restrict operations within our centers or suspend or reduce the level of real estate or construction activities again related to another pandemic or health crisis.
−Removed: Severe weather, natural disasters and shifting climate patterns, including fires, hurricanes and more extreme temperatures, hostilities, gun violence including active threats, social unrest or terrorist activities (or expectations about them) can adversely affect our members, consumer spending and confidence levels, supply availability and costs, as well as the local operations in impacted markets, all of which could have an adverse effect on our results of operations and financial condition.
+Added: Severe weather, shifting climate patterns and other physical climate-related risks, including drought, heat stress, storms, flooding and fires;
+Added: natural disasters;
+Added: and social unrest, hostilities and gun violence, including active threats or terrorist activities (or expectations about them), can adversely affect our members, consumer spending and confidence levels, supply availability and costs, as well as our operations in impacted markets, all of which could have an adverse effect on our business, results of operations, prospects and financial condition.
We may also be forced to temporarily or permanently close centers due to any number of such circumstances.
−Removed: The severity and impact of center closures and center damage or destruction, and the cost to operate our centers, could increase as the climate, geopolitical and social environment changes, including with respect to our water usage in environments where water may be scarce or costly and the cost to cool our facilities in environments that experience higher temperatures.
−Removed: That severity and impact could also be greater in the various geographical locations across the country where we operate multiple centers and as we expand.
+Added: While the magnitude and timing of these impacts are uncertain and may vary across our members, suppliers, centers and markets, the severity and impact of center closures and center damage or destruction, and the cost to build or operate our centers, could increase as the climate, geopolitical and social environment changes, including as the frequency and severity of extreme weather increases, and with respect to our water usage in environments where water may be scarce or costly, the cost to cool our facilities in environments that experience higher temperatures.
+Added: The severity and impact could also be greater in geographical locations across the country where we operate multiple centers and as we expand or continue to expand in potentially more challenging environmental locations.
Our receipt of proceeds under any insurance we maintain with respect to some of these risks may be delayed or the proceeds may be insufficient to cover our losses fully .
−Removed: Additionally, while we have been a company focused on environmental, social and governance (“ESG”) matters from our formation, as we continue to develop and execute on our ESG initiatives, we could incur additional costs or risks that adversely impact our business.
−Removed: Our business could be adversely affected by competition in the competitive health, fitness and wellness industry.
−Removed: We compete with numerous industry participants as detailed in “Item 1—Business—Competition” of this Annual Report.
−Removed: Competitors compete with us to attract members in our markets and digitally.
−Removed: Competitors also attempt to copy all or portions of our business model or services, which could erode our market share and brand recognition or impair our business and results of operations.
−Removed: It is also possible that competitors could introduce new products and services or new ways to provide those products and services that negatively impact consumer preference or willingness to pay for our products and services.
−Removed: Certain competitors have advantages over us, including greater name recognition and/or resources, and non-profit and government organizations may be able to obtain land and construct centers at a lower cost and collect membership fees without paying taxes, thereby allowing them to charge lower prices.
−Removed: Additionally, consolidation in the health, fitness and wellness industry could result in increased competition among participants.
−Removed: This competition may limit our ability to attract and retain members or to optimize our revenue per center membership, each of which could materially and adversely affect our business, results of operations and financial condition.
−Removed: Our dependence on third-party suppliers for equipment and certain products and services could result in disruptions to our business and could adversely affect our business, results of operations and financial condition.
−Removed: Equipment and certain products and services needed for us to operate our business efficiently and to consistently meet our business requirements are sourced from third-party suppliers.
−Removed: The ability of these third-party suppliers to successfully provide reliable and high-quality products and services is subject to economic, technical and operational uncertainties that are beyond our control.
−Removed: Any disruption to our suppliers’ operations, or any inability by us to identify and enter into agreements with alternative suppliers on a timely basis and on acceptable terms, could impact our supply chain and our ability to service our centers and elevate and expand our brand.
−Removed: Transitioning to new suppliers could be time-consuming and expensive and may result in interruptions in our operations.
−Removed: If any of these events occurs, it could have a material adverse effect on our business, results of operations and financial condition.
−Removed: Risks Relating to Our Brand
−Removed: Our business depends on the quality and reputation of our brand, and any deterioration in the quality or reputation of our brand or in the health, fitness and wellness industry could materially adversely affect our market share, business, results of operations and financial condition.
−Removed: Our brand and reputation are among our most important assets.
−Removed: Our ability to attract and retain members and expand our business is impacted by the external perceptions of Life Time as a leading lifestyle and leisure brand that consistently delivers premium experiences.
−Removed: Any operation of our centers or omni-channel ecosystem that does not meet expectations, any adverse incidents, including involving the safety of our members, guests or employees, physical or sexual abuse, or harm to a child at any of our children areas, or any negative events or publicity regarding us, our competitors or the health, fitness and wellness industry, may damage our brand and reputation, cause a loss of consumer confidence in Life Time and our industry and have an adverse effect on our market share, business, results of operations and financial condition.
−Removed: Use of social media platforms, and email, text messaging, phone and social media marketing, may adversely impact our reputation, business, results of operations, and financial condition or subject us to fines or other penalties.
−Removed: Negative commentary about us or calls for collective action against us, such as boycotts, may be posted on social media platforms or similar at any time to a broad audience, which may harm our brand, reputation or business without affording us an opportunity for redress or correction in a timely manner or at all.
−Removed: Consumers value readily available information about health, fitness and wellness and often act on such information without further investigation and without regard to its accuracy.
−Removed: We also use email, text messaging, phone and social medial platforms as marketing tools.
−Removed: As laws and regulations rapidly evolve to govern the use of these platforms and devices, the failure by us, our employees or third parties acting at our direction to abide by applicable laws and regulations in the use of these platforms and devices could adversely impact our business, results of operations and financial condition or subject us to fines or other penalties.
−Removed: Our intellectual property rights may be inadequate to protect our business or may be infringed, misappropriated or challenged by others.
−Removed: We may also become involved in costly litigation or be required to pay royalties or fees.
−Removed: We attempt to protect our intellectual property rights through a combination of patent, trademark, copyright and trade secret laws, as well as licensing agreements and third-party nondisclosure and assignment agreements.
−Removed: Our failure to obtain or maintain adequate protection of our intellectual property rights for any reason, whether in the United States or internationally, could have a material adverse effect on our business, results of operations and financial condition.
−Removed: We rely on our trademarks, trade names and brand names to distinguish our products and services from the products and services of our competitors, and we have registered or applied to register many of these trademarks.
−Removed: There is no assurance that our trademark applications will be approved in the United States or internationally.
−Removed: Third parties may also oppose our trademark applications, or otherwise challenge our use of the trademarks.
−Removed: In the event that our trademarks are successfully challenged, we could be forced to rebrand our products or services, which could result in loss of brand recognition, and could require us to devote resources to advertising and marketing new brands and to replacing products.
−Removed: In particular, although we own a United States federal trademark registration for use of the LIFE TIME ® mark in the field of health and fitness centers, we are aware of entities in certain locations around the country and internationally that use LIFE TIME FITNESS, LIFE TIME or other similar marks in connection with goods and services related to health, fitness and wellness, including dietary food supplements.
−Removed: The rights of these entities in such marks may predate our rights.
−Removed: Accordingly, if we open any centers or otherwise operate in the areas in which these parties operate, we may be required to pay royalties or other fees or may be prevented from using the mark in such areas.
−Removed: Furthermore, if any third party were to successfully seek cancellation of our trademark registrations, we may be prevented from using such marks throughout the United States or internationally.
−Removed: Further, there is no assurance that competitors or other businesses will not infringe on our intellectual property rights or that we will not have disputes with third parties to enforce our intellectual property rights, protect our trademarks, determine the validity and scope of the proprietary rights of others or defend ourselves from claims of infringement, invalidity, misappropriation or unenforceability.
−Removed: Our risk of infringement or misappropriation may increase with the increased use of generative artificial intelligence.
−Removed: In the event of any such infringement or claimed infringement or any misappropriation, the value of our brand may be harmed and we may be required to incur substantial costs and divert resources to pursue, or defend against, any claim.
−Removed: Additionally, any damage to our brand or reputation could cause membership levels to decline and make it more difficult to attract new members.
−Removed: If we were to fail to successfully defend a claim against us, we may have to pay significant fees (and fines and penalties) and enter into royalty or licensing agreements, we may be prevented from using the intellectual property within certain markets in connection with goods and services that are material to our business or we may be unable to prevent a third party from using our intellectual property.
−Removed: Any such failure to successfully protect our intellectual property rights, or to defend against any claims or infringement, invalidity, misappropriation or unenforceability, for any reason, could have an adverse effect on our business, results of operations and financial condition.
−Removed: Risks Relating to the Growth of O ur Business
+Added: Our business could also be impacted by risks associated with transition to a lower-carbon economy, including market risks such as building performance requirements, shifts in insurance markets and carbon pricing.
+Added: Additionally, while we have been a company focused on corporate responsibility from our formation, as we continue to develop and execute on our initiatives in these areas, we could incur additional costs or risks that adversely impact our business.
If we are unable to successfully execute our asset-light growth strategy, our results of operations, cash flow and return on invested capital may be negatively impacted.
1 unchanged sentence
We are executing on a strategy to grow our business in an asset-light manner as detailed in “Item 1—Business—Our Growth Strategies and Member Experience Initiatives” of this Annual Report.
−Removed: One key focus area is expanding the number of our centers in an asset-light manner.
To successfully expand the number of our centers, we must identify and acquire or lease sites that meet the site selection criteria we have established.
−Removed: We may face significant competition for sites that meet our criteria, and as a result, we may lose those sites or we could be forced to pay significantly higher prices for those sites.
+Added: We may face competition for sites that meet our criteria, and as a result, we may lose those sites or we could be forced to pay higher prices for those sites.
Additionally, we must engage and negotiate with numerous third parties, including landlords, developers, sellers, contractors and governmental authorities.
1 unchanged sentence
If we are unable to cost-effectively identify and acquire or lease sites for new centers, or if our analysis of the suitability of a site is incorrect, our revenue growth rate, profits, cash flow and return on invested capital may be negatively impacted.
−Removed: Additionally, if we do not adapt to or anticipate the challenges relating to expanding our operations, including more diverse locations, sizes and types of buildings, executing remodels and determining timelines in new markets and spaces, we may not be able to expand profitably at our targeted returns on invested capital and on the timeline or at the rate we expected.
−Removed: Any of these results could have a negative impact on our revenue growth rate, profits, cash flow and return on invested capital.
+Added: Additionally, if we do not adapt to or anticipate the challenges relating to expanding our operations, including more diverse locations, sizes and types of buildings, executing remodels and determining timelines in new markets and spaces, we may not be able to expand profitably at our targeted returns and on the timeline or at the rate we expected.
+Added: Any of these results could have a negative impact on our revenue growth rate, profits, cash flow and returns.
Our focus for new centers continues to include wealthier demographic and coastal locations for ground-up suburban builds, mall or retail locations, vertical residential and urban locations.
5 unchanged sentences
An increase in pre-opening expenses and lower revenue volumes characteristic of newly opened centers affect our operating margins at these new centers.
−Removed: Opening new centers in existing markets may attract some memberships away from other centers in those markets, which could lead to diminished revenue and profitability.
−Removed: In addition, as a result of new center openings in existing markets, and because older centers will represent an increasing proportion of our center base over time, our same-center revenue increases may be lower in future periods than in the past.
+Added: Opening new centers in existing markets attracts some memberships away from other centers in those markets, which could lead to diminished revenue and profitability.
+Added: In addition, as a result of new center openings in existing markets, and because older centers represent an increasing proportion of our center base over time, our same-center revenue increases will be lower than in the past.
Delays in new center openings could have an adverse effect on our growth.
A significant amount of time and capital expenditures is required to develop and construct or remodel our new centers.
−Removed: Our temporary delay in the start of new ground-up suburban builds due to elevated construction costs, a higher interest rate environment and management of capital expenditures impacted the number and mix of new centers that we opened in 2024 and will impact the mix of new centers that we expect to open in 2025, and it could hurt our ability to meet our new center growth objectives and could have an adverse effect on our results of operations.
Our ability to open new centers on schedule and on budget or at all depends on a number of factors, many of which are beyond our control.
These factors include:
−Removed: • obtaining acceptable financing including executing sale-leaseback transactions to fund construction of new sites and negotiating tenant improvement contributions from developers and landlords;
+Added: • obtaining financing at acceptable rates, including executing sale-leaseback transactions to fund construction of new sites and negotiating tenant improvement contributions from developers and landlords;
• obtaining entitlements, permits and licenses necessary to complete construction of the new center on schedule and to operate the center;
3 unchanged sentences
• recruiting, training and retaining qualified employees;
−Removed: • general economic conditions.
+Added: • general economic conditions, including inflation that has elevated new center construction costs.
Our growth and changes in the industry could place strains on our management, employees, information systems and internal controls, which may adversely impact our business.
−Removed: Our plans for expansion and development, including an increase in the number of our centers, development of existing and new businesses and memberships, expansion of our “Healthy Way of Life” ecosystem and acquisitions of other businesses, as well as changes in the industry, may place significant demands on our administrative, operational, financial, technological and other resources.
+Added: Our plans for expansion and development, including an increase in the number of our new centers each year, development of existing and new businesses and memberships, expansion of our “Healthy Way of Life” ecosystem and acquisitions of other businesses, as well as changes in the industry, may place significant demands on our administrative, operational, financial, technological and other resources.
Any failure to manage growth and development effectively could harm our business.
5 unchanged sentences
We may incur significant costs in the development or refinement of these businesses and strategies, some of which may be outside of our core competency.
−Removed: In addition, we cannot guarantee that these businesses or strategies will be successful and contribute to earnings, and any of these businesses or strategies may lose money and have an adverse effect on our business, financial condition and operating results.
+Added: In addition, we cannot guarantee that these businesses or strategies will be successful and contribute to earnings or that we will be able to scale these businesses in an efficient manner or at all, and any of these businesses or strategies may lose money and have an adverse effect on our business, financial condition and operating results.
We may be unable to successfully acquire or invest in suitable businesses or, if we do acquire or invest in them, they may disrupt our existing business, we may be unable to successfully integrate the businesses into our existing business or the acquired assets may be subject to impairment, any of which may have an adverse effect on our results of operations and financial condition.
9 unchanged sentences
If the fair value of the long-lived assets or intangible assets were determined to be lower than the carrying value, the assets would be subject to impairment, which could adversely affect our financial results.
+Added: Our business could be adversely affected by competition in the competitive health, fitness and wellness industry.
+Added: We compete with numerous industry participants as detailed in “Item 1—Business—Competition” of this Annual Report.
+Added: Competitors compete with us to attract members in our markets and digitally.
+Added: Competitors also attempt to copy all or portions of our business model or services, which could erode our market share and brand recognition or impair our business and results of operations.
+Added: It is also possible that competitors could introduce new products and services or new ways to provide those products and services that negatively impact consumer preference or willingness to pay for our products and services.
+Added: Certain competitors have advantages over us, including non-profit and government organizations may be able to obtain land and construct centers at a lower cost and collect membership fees without paying taxes, thereby allowing them to charge lower prices.
+Added: Additionally, consolidation in the health, fitness and wellness industry could result in increased competition among participants.
+Added: This competition may limit our ability to attract and retain members or to optimize our revenue per center membership, each of which could materially and adversely affect our business, results of operations and financial condition.
+Added: Our dependence on third-party suppliers for equipment and certain products and services could result in disruptions to our business and could adversely affect our business, results of operations and financial condition.
+Added: Equipment and certain products and services needed for us to operate our business efficiently and to consistently meet our business requirements are sourced from third-party suppliers.
+Added: The ability of these third-party suppliers to successfully provide reliable and high-quality products and services is subject to economic, political, trade, technical and operational uncertainties that are beyond our control.
+Added: Any disruption to our suppliers’ operations, or any inability by us to identify and enter into agreements with alternative suppliers on a timely basis and on acceptable terms, could impact our supply chain and our ability to service our centers and elevate and expand our brand.
+Added: Transitioning to new suppliers could be time-consuming and expensive and may result in interruptions in our operations.
+Added: If any of these events occurs, it could have a material adverse effect on our business, results of operations and financial condition.
+Added: Risks Relating to Our Brand
+Added: Our business depends on the quality and reputation of our brand, and any deterioration in the quality or reputation of our brand or in the health, fitness and wellness industry could materially adversely affect our market share, business, results of operations and financial condition.
+Added: Our brand and reputation are among our most important assets.
+Added: Our ability to attract and retain members and expand our business is impacted by the external perceptions of Life Time as a leading lifestyle and leisure brand that consistently delivers premium experiences.
+Added: Any operation of our centers or omni-channel ecosystem that does not meet expectations, any adverse incidents, including involving social matters, the safety of our members, guests or employees, physical or sexual abuse, or harm to a child at any of our children areas, or any negative events or publicity regarding us, our competitors or the health, fitness and wellness industry, may damage our brand and reputation, cause a loss of consumer confidence in Life Time and our industry and have an adverse effect on our market share, business, results of operations and financial condition.
+Added: Use of social media platforms, and email, text messaging, phone and social media marketing, may adversely impact our reputation, business, results of operations, and financial condition or subject us to fines or other penalties.
+Added: Negative commentary and videos about us or calls for collective action against us, such as boycotts, may be posted on social media platforms or similar at any time to a broad audience, which may harm our brand, reputation or business without affording us an opportunity for redress or correction in a timely manner or at all.
+Added: Consumers value readily available information about health, fitness and wellness and often act on such information without further investigation and without regard to its accuracy.
+Added: We also use email, text messaging, phone and social medial platforms as marketing tools.
+Added: As laws and regulations rapidly evolve to govern the use of these platforms and devices, the failure by us, our employees or third parties acting at our direction to abide by applicable laws and regulations in the use of these platforms and devices could adversely impact our business, results of operations and financial condition or subject us to fines or other penalties.
+Added: Our intellectual property rights may be inadequate to protect our business or may be infringed, misappropriated or challenged by others.
+Added: We may also become involved in costly litigation or be required to pay royalties or fees.
+Added: We attempt to protect our intellectual property rights through a combination of patent, trademark, copyright and trade secret laws, as well as licensing agreements and third-party nondisclosure and assignment agreements.
+Added: Our failure to obtain or maintain adequate protection of our intellectual property rights for any reason, whether in the United States or internationally, could have a material adverse effect on our business, results of operations and financial condition.
+Added: We rely on our trademarks, trade names and brand names to distinguish our products and services from the products and services of our competitors, and we have registered or applied to register many of these trademarks.
+Added: There is no assurance that our trademark applications will be approved in the United States or internationally.
+Added: Third parties may also oppose our trademark applications, or otherwise challenge our use of the trademarks.
+Added: In the event that our trademarks are successfully challenged, we could be forced to rebrand our products or services, which could result in loss of brand recognition, and could require us to devote resources to advertising and marketing new brands and to replacing products.
+Added: In particular, although we own a United States federal trademark registration for use of the LIFE TIME ® mark in the field of health and fitness centers, we are aware of entities in certain locations around the country and internationally that use LIFE TIME FITNESS, LIFE TIME or other similar marks in connection with goods and services related to health, fitness and wellness.
+Added: The rights of these entities in such marks may predate our rights.
+Added: Accordingly, if we open any centers or otherwise operate in the areas in which these parties operate, we may be required to pay royalties or other fees or may be prevented from using the mark in such areas.
+Added: Furthermore, if any third party were to successfully seek cancellation of our trademark registrations, we may be prevented from using such marks throughout the United States or internationally.
+Added: Further, there is no assurance that competitors or other businesses will not infringe on our intellectual property rights or that we will not have disputes with third parties to enforce our intellectual property rights, protect our trademarks, determine the validity and scope of the proprietary rights of others or defend ourselves from claims of infringement, invalidity, misappropriation or unenforceability.
+Added: Our risk of infringement or misappropriation may increase with the increased use of generative artificial intelligence.
+Added: In the event of any such infringement or claimed infringement or any misappropriation, the value of our brand may be harmed and we may be required to incur substantial costs and divert resources to pursue, or defend against, any claim.
+Added: Additionally, any damage to our brand or reputation could cause membership levels to decline and make it more difficult to attract new members.
+Added: If we were to fail to successfully defend a claim against us, we may have to pay significant fees (and fines and penalties) and enter into royalty or licensing agreements, we may be prevented from using the intellectual property within certain markets in connection with goods and services that are material to our business or we may be unable to prevent a third party from using our intellectual property.
+Added: Any such failure to successfully protect our intellectual property rights, or to defend against any claims or infringement, invalidity, misappropriation or unenforceability, for any reason, could have an adverse effect on our business, results of operations and financial condition.
Risks Relating to Our Techn ological Operations
−Removed: We rely on technology and if we are unable to adapt to significant and rapid technological change and deliver connected and digital experiences, we may not compete effectively and our business could be adversely affected.
+Added: We rely on technology and if we are unable to adapt to significant and rapid technological change, including with respect to artificial intelligence, and deliver connected and digital experiences, we may not compete effectively and our business could be adversely affected.
Technology is a key component of our business model and we regard it as crucial to our success moving forward.
−Removed: We increasingly use electronic and digital means to interact with our members, provide services and products and collect, maintain and store individually identifiable information.
+Added: We increasingly use electronic and digital means to interact with our members, provide services and products, support our business operations and collect, maintain and store individually identifiable information.
We use an integrated and proprietary member management system to manage the flow of member information within each of our centers and between centers and our corporate office.
−Removed: We also continue to invest in our mobile application and systems.
−Removed: While we seek to offer our members best-in-class technology solutions, we operate in an environment of significant and rapid technological change, including with respect to artificial intelligence.
−Removed: To remain competitive, we must continue to maintain, enhance and improve the functionality, capacity, accessibility, reliability and features of our mobile application, automated member interfaces and other technology offerings.
+Added: We also continue to invest in our mobile application and systems, including artificial intelligence such as L•AI•C, our first generative, artificial intelligence driven healthy way of life personal companion with personalized content and recommendations.
+Added: While we seek to offer our members best-in-class technology solutions, we operate in an environment of significant and rapid technological change, including with respect to artificial intelligence, and with industry participants who have greater resources and personnel dedicated to innovating and developing technology and artificial intelligence.
+Added: To remain competitive, we must continue to maintain, enhance and improve the functionality, capacity, accessibility, reliability, use and features of our mobile application, automated member interfaces and other technology offerings as well as the use of technology and artificial intelligence in the corporate support of our business.
Our growth and success will depend, in part, on our ability to continue to elevate and broaden our member experiences and product and services offerings, including through developing our omni-channel ecosystem, licensing leading technologies, systems and use rights, enhancing our existing platforms and services and creating new platforms and services.
We must also respond to member demands, technological advances and emerging industry standards and practices on a cost-effective and timely basis.
−Removed: The adoption of new technologies or market practices (including artificial intelligence) requires us to devote significant resources to improve and adapt our services.
−Removed: We may also need to secure and maintain the rights to use music with our content, which can be costly depending on the method we use to provide our content and may involve many third parties and navigating complex and evolving legal issues.
+Added: The adoption of new technologies or market practices (including artificial intelligence) requires us to devote significant resources to improve and adapt our services and how we operate.
+Added: We need to secure and maintain third party rights including to use music with our content, which can be costly depending on the method we use to provide our content and may involve many third parties and navigating complex and evolving legal issues.
Keeping pace with these ever-increasing technological and use requirements can be expensive, and we may be unable to make these improvements to our technology infrastructure or obtain the necessary use rights in a timely manner or at all.
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Furthermore, we may rely on the ability of our members to have the necessary hardware products (smartphones, tablets, watches, etc.) to support our new product offerings.
−Removed: To the extent our members are not prepared to invest or lack the necessary resources or infrastructure, the success of any new initiatives may be compromised.
−Removed: If we fail to properly maintain the operation, integrity and security of our systems and the security of our data or the data of our members, guests and employees, to comply with applicable privacy laws, or to strategically implement, upgrade or consolidate existing information systems, our reputation and business could be adversely affected.
−Removed: The operation, integrity and security of our systems and the security of our data and the data of our members, guests and employees is critical to us.
+Added: To the extent our members are not prepared to invest or lack the necessary infrastructure, the success of any new initiatives may be compromised.
+Added: If we fail to properly maintain the operation, integrity and security of our systems and our data or the data of our members, guests and employees, to comply with applicable privacy or other laws, or to strategically implement, upgrade or consolidate existing information systems, our reputation and business could be adversely affected.
+Added: The operation, integrity and security of our systems and our data and the data of our members, guests and employees is critical to us.
Despite the security measures we have in place and our continuous assessment and improvements, our systems, and those of our third-party service providers, may be vulnerable to security breaches, acts of cyber terrorism, malicious attacks, misinformation, demands for ransom, vandalism or theft, computer viruses, misplaced or lost data, programming and/or human errors or other similar events.
−Removed: Because such attacks and other events are increasing in sophistication (including from the use of artificial intelligence) and frequently change in nature, we and our third-party service providers may be unable to anticipate such events or implement adequate preventative measures, and any compromise of our systems, or those of our third-party providers, may not be discovered and remediated promptly.
−Removed: Changes in consumer behavior following such an event affecting us or a third party may materially and adversely affect our business, which in turn may materially and adversely affect our reputation, results of operations and financial condition.
+Added: Because such attacks and other events are increasing in sophistication and frequency and frequently change in nature, including due to artificial intelligence being used by bad actors, we, and our third-party service
+Added: providers, may be unable to anticipate such events or implement adequate preventative measures, and any compromise of our systems, or those of our third-party providers, may not be discovered and remediated promptly.
+Added: Any such event or any changes in consumer behavior following such an event affecting us or a third party may materially and adversely affect our business, which in turn may materially and adversely affect our reputation, results of operations and financial condition.
Our receipt of proceeds under any insurance we maintain with respect to some of these risks may be delayed or the proceeds may be insufficient to cover our losses fully, which could have a material adverse effect on our business, results of operations and financial condition.
−Removed: Additionally, the collection, maintenance, use, disclosure and disposal of individually identifiable or other personal data by our businesses are regulated at the federal, state and foreign levels as well as by certain financial industry groups, such as the Payment Card Industry Security Standards Council, Nacha, Canadian Payments Association and individual credit card issuers.
+Added: Additionally, the collection, maintenance, use, disclosure and disposal of individually identifiable or other personal data by our businesses are regulated at the federal, state and foreign levels as well as by certain financial industry groups, such as the Payment Card Industry Security Standards Council, Nacha, Canadian Payments Association (Payments Canada) and individual credit card issuers.
Some of this data is sensitive and could be an attractive target of a criminal attack by malicious third parties with a wide range of motives and expertise.
Federal, state and foreign regulators and financial industry groups continue to adopt or consider new privacy and security requirements that may apply to our businesses.
−Removed: Compliance with evolving and fragmenting privacy and security laws, requirements and regulations results in time and cost increases due to necessary systems changes, new limitations or constraints on our business models and the development of new administrative processes.
−Removed: They also may impose further
−Removed: restrictions on our collection, disclosure and use of information that is housed in one or more of our databases.
−Removed: Noncompliance with privacy laws, financial industry group requirements or a security breach involving the misappropriation, loss or other unauthorized disclosure of personal, sensitive and/or confidential information, whether by us or by one of our vendors, could have adverse effects on our business, operations, brand, reputation and financial condition, including decreased revenue, fines and penalties, increased financial processing fees, compensatory, statutory, punitive or other damages, adverse actions against our licenses to do business and injunctive relief.
+Added: Similarly, federal, state and foreign regulators are considering laws and regulations for artificial intelligence.
+Added: Compliance with evolving and fragmenting privacy, artificial intelligence and security laws, requirements and regulations results in time and cost increases due to necessary systems changes, new limitations or constraints on our business models and the development of new administrative processes.
+Added: They also may impose further restrictions on our collection, disclosure and use of information that is housed in one or more of our databases.
+Added: Noncompliance with privacy or artificial intelligence laws, financial industry group requirements or a security breach or other event involving the misappropriation, loss or other unauthorized disclosure of personal, sensitive and/or confidential information, whether by us or by one of our vendors, could have adverse effects on our business, operations, brand, reputation and financial condition, including decreased revenue, fines and penalties, increased financial processing fees, compensatory, statutory, punitive or other damages, adverse actions against our licenses to do business and injunctive relief.
Moreover, any failure or unforeseen issues, such as bugs, data inconsistencies, cloud concentration issues, outages, fires, floods, changes in business processes and other interruptions with our systems or the systems of third-party vendors could adversely impact our business and member experiences and cause us to lose members.
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Similarly, since as a lessee we do not completely control the land and improvements underlying our operations, we may not be able to take certain actions that we desire or the lessors could take certain actions to disrupt our rights in the centers we lease.
−Removed: Our ability to comply with these covenants may be affected by circumstances and events beyond our control, such as prevailing
−Removed: economic conditions, pandemics or epidemics and changes in regulations, and there is no assurance that we will be able to comply with such covenants.
+Added: Our ability to comply with these covenants may be affected by circumstances and events beyond our control, such as prevailing economic conditions, pandemics or epidemics and changes in regulations, and there is no assurance that we will be able to comply with such covenants.
Specifically, our indebtedness and lease obligations, and the restrictions imposed thereby, could have material consequences, including:
• limiting our ability to obtain or guarantee additional indebtedness or make certain investments, which could impact our ability to fund or execute on future working capital, capital expenditures, our growth strategy or other general corporate requirements or business opportunities;
−Removed: • requiring a substantial portion of our cash flows to be dedicated to debt service and lease obligations, thereby reducing the amount of cash flows available for working capital, capital expenditures, our growth strategy and other general corporate purposes or business opportunities, and restricting our ability to pay dividends or make distributions on our capital stock;
+Added: • requiring a substantial amount of our cash flows to be dedicated to debt service and lease obligations, thereby reducing the amount of cash flows available for working capital, capital expenditures, our growth strategy and other general corporate purposes or business opportunities;
+Added: • restricting our ability to pay dividends or make distributions on our capital stock or repurchase our capital stock;
• limiting our ability to incur liens, to sell assets, to consolidate, merge, sell or otherwise dispose of all or substantially all of our assets or to enter into transactions with our affiliates;
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The occurrence of any one of these events could have a material adverse effect on our business, financial condition, results of operations and ability to grow our business or satisfy our obligations.
−Removed: Rates under our senior secured credit facility are variable, which has and could result in increased debt service obligations and decreased net income and cash flows.
−Removed: Borrowings under the revolving portion of our senior secured credit facility (the “Revolving Credit Facility”) and the term loan portion of our senior secured credit facility (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Credit Facilities”) are at variable rates of interest and expose us to interest rate risk.
−Removed: If interest rates increase, as they have in the past, our debt service obligations on the variable rate indebtedness increases even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, correspondingly decreases.
−Removed: Assuming no prepayments of the Term Loan Facility and that the Revolving Credit Facility is fully drawn, each one percentage point change in interest rates would result in an approximately $16.5 million change in annual interest expense on the indebtedness under the Credit Facilities.
−Removed: In the future, we may enter into interest rate swaps or hedging agreements that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility or risk.
−Removed: However, we may not maintain interest rate swaps or hedge agreements with respect to any of our variable rate indebtedness, and any such transaction we enter into may not fully or effectively mitigate our interest rate risk.
−Removed: Changes in market interest rates may influence our financing costs, returns on financial investments and the valuation of derivative contracts and could reduce our earnings and cash flows.
We may not be able to generate sufficient cash to service all of our indebtedness and lease obligations and may be forced to take other actions to satisfy our obligations, which may not be successful.
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We are highly dependent on the services of our senior management team and other key employees at both our corporate headquarters and our centers.
−Removed: Competition for such employees is intense.
−Removed: Our inability to attract, retain, train and motivate qualified employees could reduce member satisfaction, harm our brand and reputation and adversely affect our operating efficiency and financial results.
+Added: Competition for such employees is intense and most of our executive officers have each been with the Company for over 20 years.
+Added: Our inability to attract, retain, replace, train and motivate qualified employees in a timely and effective manner could reduce member satisfaction, harm our brand and reputation and adversely affect our operating efficiency and financial results.
Staffing shortages, including for our centers and for key corporate and technology resources, could also hinder our ability to implement our business and growth strategy.
Payroll costs are a major component of the operating expenses at our centers.
−Removed: We have experienced and may continue to experience a labor market that requires higher wages, which places pressure on our profitability.
−Removed: Increases in minimum wage rates could also result in increased costs for us, which may adversely affect our results of operations and financial condition.
+Added: We have experienced and may continue to experience a labor market that requires higher wages and increased benefits, which places pressure on our profitability.
+Added: Increases in minimum wage rates and mandatory benefits could also result in increased costs for us, which may adversely affect our results of operations and financial condition.
Attempts by labor organizations to organize groups of our employees or changes in labor laws could disrupt our operations or increase our labor costs.
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• statutes that regulate the sale and terms of our membership contracts;
−Removed: • health or safety regulations related to various center operations, whether operated directly or as a business associate to third parties, such as our Dynamic Personal Training, MIORA, LifeCafe, LifeSpa and medi-spa, Life Time Swim and Life Time Kids;
+Added: • health or safety regulations related to various center operations, whether operated directly, as a managed service provider or a business associate to third parties, such as MIORA, Life Clinic, our Dynamic Personal Training, LifeCafe, LifeSpa and medi-spa, Life Time Swim and Life Time Kids;
• regulation or licensing of ancillary health, fitness and wellness-related products and services;
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• environmental and workplace safety laws and regulations;
+Added: • climate-related laws and regulations;
• laws and regulations on fair housing and accessibility;
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Additionally, as we expand our business and “Healthy Way of Life” ecosystem, including potentially offering our digital membership or other services internationally, we could be exposed to new or incremental regulatory, economic and political risks in addition to those we already face in the United States and Canada.
−Removed: We could be subject to claims related to the development, construction or operation of our facilities and the use, condition or content of our premises, facilities, equipment, mobile application, services, activities or products, which could have a negative effect on our results of operations and financial condition.
−Removed: Use of our premises, facilities, equipment, mobile application, services, activities or products poses potential health or safety risks to members, guests and customers.
−Removed: Claims may be asserted against us for loss, injury or death suffered by someone (including a minor child) using our premises, facilities, equipment, mobile application, services, activities or products.
+Added: We defend against claims related to the development, construction or operation of our facilities and the use, condition or content of our premises, facilities, equipment, mobile application, services, activities or products, which could have a negative effect on our results of operations and financial condition.
+Added: Use of our premises, facilities, equipment, mobile applications, services, activities, events or products poses potential health or safety risks to members, guests and customers.
+Added: Claims are asserted against us from time to time for loss, injury or death suffered by someone (including a minor child) using or visiting our premises, facilities, equipment, mobile applications, services, activities, events or products.
We could also face claims in connection with the development, construction and remodel of our centers and other facilities, as well as claims related to environmental matters or remediation.
While we carry insurance generally applicable to such claims, we face exposure for losses within any self-insured retention or for uninsured damages.
−Removed: We could also face claims for economic or other damages by members, guests, customers or employees, including consumer protection, wage and hour, health center contract, or other statutory or common law claims arising from our business operations.
+Added: We also face claims for economic or other damages by members, guests, customers or employees, including consumer protection, wage and hour, membership or ancillary services contract, or other statutory or common law claims arising from our business operations.
Such claims may be uninsured or the proceeds of our insurance coverages for such claims may be insufficient to cover our losses fully.
Depending upon the outcome, these matters may have a material adverse effect on our business, results of operations and financial condition.
−Removed: We could be subject to claims related to our health, fitness and wellness-related offerings or other claims, and the value and reputation of our brand may suffer.
+Added: We defend claims related to our health, fitness and wellness-related offerings or other claims, and the value and reputation of our brand may suffer.
We offer directly or through third parties a variety of health, fitness and wellness-related products and services, such as nutritional and weight loss products, blood screenings and other assessments, anti-aging and longevity services, health, fitness and wellness content and services, chiropractic services and medi-spa services.
−Removed: There is no assurance that there will be no claims against us or such third parties related to these products and services, including regarding the ingredients in, manufacture
−Removed: of or results of using our nutritional products, our provision of other health, fitness and wellness-related services or content or our relationships with third parties.
−Removed: Furthermore, there is no assurance that any rights we have under indemnification provisions and/or insurance policies will be sufficient to cover any losses that might result from such claims.
+Added: Claims are asserted or governmental investigations are conducted from time to time against us or such third parties related to these products and services, including regarding the ingredients in, manufacture of or results of using our nutritional products, our provision of other health, fitness and wellness-related services or content or our relationships with third parties.
+Added: There is no assurance that we will not be required to cease providing certain products or services or that any rights we have under indemnification provisions and/or insurance policies will be sufficient to cover any losses that might result from such claims.
Any publicity surrounding such claims may negatively impact the value of our brand.
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An increase in the number of claims against health and fitness center operators generally or against us in particular may cause the cost of insurance for the industry as a whole or us in particular to rise, and comprehensive insurance coverage may become more difficult to attain.
−Removed: For example, our level of insurance has decreased and the relative cost has increased for insuring our medi-spa services as our primary insurance carrier no longer provides insurance coverage for those services.
+Added: For example, our level of insurance has decreased and the relative cost has increased for insuring parts of our business including our medi-spa services.
Any gaps in insurance or any increase in the cost of insurance may have a material adverse effect on our business, results of operations and financial condition.
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We are subject to taxation in the United States at the federal level and by certain states and municipalities and foreign jurisdictions because of the scope of our operations.
−Removed: Additionally, despite the vast majority of our operations being currently operated in the United States, our operations could be subject to new or increased tariffs.
+Added: Additionally, despite the vast majority of our operations being currently operated in the United States, our operations and new center growth could be subject to new or increased tariffs.
While our existing operations have been implemented in a manner we believe is in compliance with current prevailing laws, one or more taxing jurisdictions could seek to impose, and certain jurisdictions are actively considering, incremental or new taxes on us.
−Removed: Any adverse developments in tax laws or regulations, including legislative changes, judicial holdings or administrative interpretations, or any new or increased tariffs that impact our operations, could have a material and adverse effect on our business, financial condition and results of operations.
+Added: Any adverse developments in tax laws or regulations, including legislative changes, judicial holdings or administrative interpretations, or any new or increased tariffs that impact our operations or growth, could have a material and adverse effect on our business, financial condition and results of operations.
Changes in the scope of our operations, including expansion to new products or new geographies, could also increase the amount and type of taxes and tariffs to which we are subject, and could increase our effective tax rate.
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Stock volatility often has been unrelated or disproportionate to the operating performance of particular companies.
−Removed: Additionally, how active and liquid the trading market on the NYSE for our common stock is or may become may be impacted by the fact that certain of our existing stockholders who were stockholders before the IPO, who we refer to as the “Voting Group,” collectively held as of December 31, 2024, approximately 62.7% of the voting power of our common stock.
−Removed: Stockholders may have difficulty selling their shares of our common stock or may not be able to resell our common stock at or above the price per share paid due to a number of factors, such as the amount of liquidity in the market for our shares, those listed in other portions of this “Risk Factors” section and the following:
+Added: Additionally, how active and liquid the trading market on the NYSE for our common stock may be impacted by the fact that certain of our existing stockholders who were stockholders before the IPO, who we refer to as the “Voting Group,” collectively held as of December 31, 2025, approximately 38.3% of the voting power of our common stock (down from 62.7% as of December 31, 2024).
+Added: Stockholders may not be able to resell our common stock at or above the price per share paid due to a number of factors, such as the amount of liquidity in the market for our shares, those listed in other portions of this “Risk Factors” section and the following:
• results of operations that vary from the expectations of securities analysts and investors or from our competitors;
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These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
−Removed: As of December 31, 2024, we had a total of 207,495,152 shares of common stock outstanding and the Voting Group held approximately 62.7% of such shares.
+Added: As of December 31, 2025, we had a total of 221,076,666 shares of common stock outstanding and the Voting Group held approximately 38.3% of such shares (down from 62.7% as of December 31, 2024).
The Voting Group includes investment funds affiliated with Leonard Green & Partners, L.P.
and its affiliates (“LGP”) and TPG Inc.
−Removed: and its affiliates (“TPG”), which collectively held approximately 42.5% of our common stock as of December 31, 2024.
+Added: and its affiliates (“TPG”), which collectively held approximately 19.3% of our common stock as of December 31, 2025 (down from 42.5% as of December 31, 2024).
Most of the shares of our common stock held by the Voting Group are “restricted securities” under Rule 144 of the Securities Act and subject to certain restrictions on resale.
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Registration of any of these outstanding shares of common stock would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement.
−Removed: We currently have an automatic shelf registration statement on Form S-3 filed with the SEC under which we or the Voting Group could elect to register shares of our common stock as was done in 2024.
−Removed: If the Voting Group exercises its registration rights, the market price of our common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them.
+Added: We currently have an automatic shelf registration statement on Form S-3 filed with the SEC under which we or the Voting Group could elect to register shares of our common stock as was done in 2024 and 2025.
+Added: If the Voting Group exercises its registration rights again, sells a significant number of shares pursuant to an exemption from registration or is perceived by the market as intending to sell them, the market price of our common stock could drop significantly.
These factors could also make it more difficult for us to raise additional funds through future offerings of our common stock or other securities.
−Removed: In addition, our shares of common stock subject to outstanding awards or reserved for future issuance under our 2021 Incentive Award Plan and our 2021 Employee Stock Purchase Plan will become eligible for sale in the public market once those shares are issued, subject to provisions relating to any vesting agreements.
+Added: In addition, our shares of common stock subject to outstanding awards or reserved for future issuance under our 2015 Equity Incentive Plan, 2021 Incentive Award Plan and our 2021 Employee Stock Purchase Plan will become eligible for sale in the public market once those shares are issued, subject to provisions relating to any vesting agreements.
We may also issue our securities in connection with investments or acquisitions.
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Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to our stockholders and the securities issued may have rights that are senior to our common stock.
−Removed: We are controlled by certain of our stockholders, whose interests may not be aligned with yours.
−Removed: Pursuant to the terms of the Stockholders Agreement, certain members of the Voting Group are entitled to designate individuals to be included in the slate of nominees recommended by our board of directors for election to our board of directors, subject to certain stock ownership thresholds set forth in the Stockholders Agreement, and the members of the Voting Group have agreed to vote their shares of our common stock in favor of the election of such nominees.
−Removed: As a result, the Voting Group has the ability to elect all of the members of our board of directors, and thereby, control our management and affairs, including virtually all matters requiring stockholder approval.
−Removed: The directors so elected have the authority, subject to the terms of our indebtedness and applicable rules and regulations, to issue additional stock, implement stock repurchase programs, declare dividends and make other decisions.
−Removed: Even if the Voting Group were to own or control less than a majority of our total outstanding shares of common stock, they will be able to influence the outcome of corporate actions so long as they own a significant portion of our total outstanding shares of common stock.
+Added: The Voting Group owns a significant amount of our common stock and their interests may not be aligned with yours.
+Added: We ceased being a “controlled company” within the meaning of the NYSE rules and the rules of the SEC in June 2025.
+Added: As long as the Voting Group continues to own a significant amount of our total outstanding shares of common stock, they will be able to strongly influence the outcome of corporate actions.
It is possible that members of the Voting Group may have interests that are different from other stockholders and may vote in a way with which other stockholders may disagree and that may be adverse to other stockholders’ interests.
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Such members of the Voting Group may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us or may be more expensive for us to pursue.
−Removed: We are a “controlled company” within the meaning of the NYSE rules and the rules of the SEC.
−Removed: As a result, we qualify for and are currently relying on exemptions from certain corporate governance requirements that provide protection to stockholders of other companies.
−Removed: As a result of the Voting Group owning a majority of our common stock, we are a “controlled company” within the meaning of the corporate governance standards of the NYSE and the rules of the SEC.
−Removed: Under these rules, a “controlled company” may elect not to comply with certain corporate governance requirements, including:
−Removed: • the requirement that a majority of our board of directors consist of “independent directors” as defined under the rules of the NYSE;
−Removed: • the requirement that we have a compensation committee that is composed entirely of directors who meet the NYSE independence standards for compensation committee members with a written charter addressing the committee’s purpose and responsibilities;
−Removed: • the requirement that our director nominations be made, or recommended to our full board of directors, by our independent directors or by a nominations committee that consists entirely of independent directors and that we adopt a written charter or board resolution addressing the nominations process;
−Removed: • the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.
−Removed: We do not currently have a nominating and corporate governance committee or compensation committee that consists entirely of independent directors.
−Removed: We may also elect to rely on additional exemptions for so long as we remain a “controlled company.” As a result, in the future our board of directors and those committees may have more directors who do not meet the NYSE’s independence standards than they would if those standards were to apply.
+Added: We ceased to be a “controlled company” within the meaning of the corporate governance standards of the NYSE and the rules of the SEC effective as of June 5, 2025.
+Added: Within one year of that date, we are required to have a nominating and corporate governance committee and compensation committee that consist entirely of independent directors.
The independence standards are intended to ensure that directors who meet those standards are free of any conflicting interest that could influence their actions as directors.
−Removed: Accordingly, stockholders may not have the same protections afforded to stockholders of other companies that are subject to all of the corporate governance requirements of the NYSE.
+Added: Accordingly, stockholders may not have the same protections afforded to stockholders of other companies that are subject to all of the corporate governance requirements of the NYSE until we meet such requirements during 2026.
+Added: Transactions undertaken in connection with the repurchase of our common stock may not occur, and if they do, may not realize the anticipated long-term stockholder value and could have adverse tax effects on us.
+Added: In February 2026, our board of directors authorized a share repurchase program for the repurchase of up to $500 million of our common stock, as detailed in “Part II—Item 5.
+Added: Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Purchases of Equity Securities.” Our share repurchase program does not obligate us to repurchase any specific number of shares of common stock, has no expiration date and may be modified, terminated or suspended at any time without prior notice.
+Added: The timing and amount of repurchases, if any, will be subject to our liquidity, leverage ratio, stock price, business and market conditions, and compliance with applicable legal and contractual obligations.
+Added: Additionally, repurchases of our common stock could reduce our cash reserves, which may impact our ability to finance our growth and strategic acquisitions or opportunities.
+Added: Repurchases of our common stock, or any decision to not utilize the full authorized amount, could affect the trading price of our common stock and could increase volatility.
+Added: Although share repurchase programs are intended to enhance long-term stockholder value, there is no assurance that our program will do so.
+Added: Additionally, the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) imposed a 1% excise tax on the fair market value of stock on certain repurchases (including redemptions) of stock by publicly traded corporations on or after January 1, 2023, subject to certain exceptions (including an exception that allows netting the amount of stock redemptions or repurchases against certain new issuances of stock).
+Added: Subsequently, the U.S.
+Added: Department of the Treasury issued final regulations providing additional rules about this excise tax.
+Added: If we redeem or repurchase shares of our common stock in connection with the share repurchase program that we have announced, we could be subject to this excise tax unless we qualify for any of the exceptions that are provided in the Inflation Reduction Act, in the final regulations, or in other laws, regulations or rules.
+Added: Any such excise tax would be our liability and could increase the amount of tax that we are required to pay.
Some provisions of our charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management.
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• authorizing the issuance of “blank check” preferred stock by our board of directors, without further stockholder approval, to thwart a takeover attempt;
−Removed: • prohibiting stockholder action by written consent (and, thus, requiring that all stockholder actions be taken at a meeting of our stockholders), if the Voting Group collectively ceases to own, or no longer has the right to direct the vote of, at least 50% of the voting power of our common stock;
−Removed: • eliminating the ability of stockholders to call a special meeting of stockholders, except for LGP and TPG, so long as the Voting Group collectively owns, or has the right to direct the vote of, at least 50% of the voting power of our common stock;
+Added: • prohibiting stockholder action by written consent (and, thus, requiring that all stockholder actions be taken at a meeting of our stockholders);
+Added: • eliminating the ability of stockholders to call a special meeting of stockholders;
• establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at annual stockholder meetings;
−Removed: • requiring the approval of the holders of at least two-thirds of the voting power of all outstanding stock entitled to vote thereon, voting together as a single class, to amend or repeal our amended and restated certificate of incorporation or amended and restated bylaws if the Voting Group collectively ceases to own, or no longer has the right to direct the vote of, at least 50% of the voting power of our common stock;
+Added: • requiring the approval of the holders of at least two-thirds of the voting power of all outstanding stock entitled to vote thereon, voting together as a single class, to amend or repeal our amended and restated certificate of incorporation or amended and restated bylaws;
• electing not to be governed by Section 203 of the DGCL.
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They could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and cause us to take corporate actions other than those which our stockholders desire.
−Removed: Our ability to use our net operating loss carryforwards and certain other tax attributes may become subject to limitation.
−Removed: As of December 31, 2024, we had U.S.
−Removed: federal and state net operating loss carryforwards of approximat ely $170.7 million ($35.9 million tax effected) and $155.5 million ($8.8 million tax effected), respectively, and disallowed interest expense carryforwards under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “Code”), of approximately $264.2 million ($66.3 million tax effected).
−Removed: Our ability to utilize our federal net operating carryforwards and disallowed in terest expense carryforwards (the “Tax Attributes”) may become limited under Section 382 of the Code.
−Removed: The limitation applies if we experience an “ownership change,” which is generally defined as a greater than 50 percentage point change (by value) in the ownership of our equity by certain stockholders over a rolling three-year period.
−Removed: The amount of the annual limitation is generally equal to the product of the applicable long-term tax exempt-rate (as published by the Internal Revenue Service for the month in which the “ownership change” occurred) and the value of our outstanding stock immediately prior to the “ownership change.” If we have a net unrealized built-in gain in our assets immediately prior to the “ownership change,” the annual limitation may be increased as certain gains are, or are treated as, recognized during the five-year period beginning on the date of the “ownership change.” Similar provisions of state tax law may also apply to limit the use of our state net operating loss carryforwards.
−Removed: We may undergo an “ownership change” due to future transactions in our stock, which may be outside of our control, and we cannot predict whether any future “ownership change” would result in a significant limitation on our ability to use our Tax Attributes to offset our taxable income and adversely affect our future cash flows.
holders who own more than 5% of our common stock may be subject to U.S.
11 unchanged sentences
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.