7 unchanged sentences
Consolidated Statements of Operations
−Removed: Consolidated Statements of Comprehensive Income (Loss )
+Added: Consolidated Statements of Comprehensive Income
Consolidated Statements of Stockholders’ Equity
11 unchanged sentences
To the stockholders and the Board of Directors of Life Time Group Holdings, Inc.
+Added: and subsidiaries
Opinion on Internal Control over Financial Reporting
24 unchanged sentences
To the stockholders and the Board of Directors of Life Time Group Holdings, Inc.
+Added: and subsidiaries
Opinion on the Financial Statements
15 unchanged sentences
Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Sale-Leaseback Transactions – Refer to Notes 2, 10 and 14 to the financial statements
Critical Audit Matter Description
−Removed: As described in Notes 2, 9 and 13 to the Company’s consolidated financial statements, the Company entered into and consummated sale-leaseback transactions involving five properties with unrelated third parties and one with a related party during the year ended December 31, 2024.
+Added: As described in Notes 2, 10 and 14 to the Company’s consolidated financial statements, the Company entered into and consummated sale-leaseback transactions involving seven properties with three unrelated third parties during the year ended December 31, 2025.
The Company determined that the transactions qualified as sale-leaseback transactions in accordance with Accounting Standards Codification (“ASC”) Topic 842, Leases.
We identified management’s evaluation of whether the sale-leaseback transactions transferred control, were recognized timely, and at fair value, as a critical audit matter.
−Removed: Management applies judgment in assessing relevant lease terms, provisions, and other conditions, including repurchase rights, included in the Company’s sale and lease agreements to determine whether or not the control of the real estate property has transferred from the Company, the timing of the transaction, and the determination of fair value.
+Added: Management applies judgment in assessing relevant lease terms, provisions, and other conditions included in the Company’s sale and lease agreements to determine whether or not the control of the real estate property has transferred from the Company, the timing of the transaction, and the determination of fair value.
Auditing these assessments made by management involved challenging auditor judgment due to the extent of specialized skills or knowledge required.
97 unchanged sentences
296,345 274,681 244,397
−Removed: Other operating expense (income)
+Added: Other operating expense
65,225 70,418 86,363
3 unchanged sentences
481,293 357,483 225,210
−Removed: Other (expense) income:
+Added: Other income (expense):
Interest expense, net of interest income
( 82,263 ) ( 148,095 ) ( 130,797 )
−Removed: Equity in (loss) earnings of affiliates
+Added: Equity in earnings (loss) of affiliates
232 ( 620 ) 377
−Removed: Total other expense
+Added: Total other income (expense)
12,210 ( 148,715 ) ( 130,420 )
−Removed: Income (loss) before income taxes
+Added: Income before income taxes
493,503 208,768 94,790
−Removed: Provision for (benefit from) income taxes
+Added: Provision for income taxes
119,832 52,528 18,727
−Removed: Net income (loss)
$ 373,671 $ 156,240 $ 76,063
−Removed: Income (loss) per common share:
+Added: Income per common share:
Basic $ 1.71 $ 0.77 $ 0.39
6 unchanged sentences
AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
+Added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
1 unchanged sentence
2025 2024 2023
−Removed: Net income (loss)
$ 373,671 $ 156,240 $ 76,063
+Added: Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax of $ 0
2,720 ( 5,872 ) 2,297
−Removed: Comprehensive income (loss)
+Added: Derivative instruments:
+Added: Unrealized gain, net of tax of $ 773 , $ 0 and $ 0 , respectively
+Added: Realized gain reclassified from accumulated other comprehensive loss to earnings, net of tax of $( 1,430 ), $ 0 and $ 0 , respectively
( 4,467 ) — —
+Added: Other comprehensive income (loss) 667 ( 5,872 ) 2,297
+Added: Comprehensive income
+Added: $ 374,338 $ 150,368 $ 78,360
See notes to consolidated financial statements.
9 unchanged sentences
194,271 $ 1,943 $ 2,784,416 $ ( 652,876 ) $ ( 9,222 ) $ 2,124,261
−Removed: Net loss — — — ( 1,793 ) — ( 1,793 )
−Removed: Other comprehensive loss — — — — ( 6,206 ) ( 6,206 )
−Removed: Share-based compensation — — 37,291 — — 37,291
−Removed: Stock option exercises 363 4 3,751 — — 3,755
−Removed: Equity issuance costs — — ( 270 ) — — ( 270 )
−Removed: Issuance of common shares in connection with the vesting of restricted stock units 848 8 ( 562 ) — — ( 554 )
−Removed: Settlement of accrued compensation liabilities through the issuance of share-based compensation awards — — 646 — — 646
−Removed: Balance at December 31, 2022
−Removed: 194,271 1,943 2,784,416 ( 652,876 ) ( 9,222 ) 2,124,261
Net income — — — 76,063 — 76,063
12 unchanged sentences
Issuance of common stock in connection with the Offering (Note 11), net of issuance costs
+Added: 6,000 60 123,904 — — 123,964
Issuance of common shares in connection with the vesting of restricted stock units 966 9 ( 1,597 ) — — ( 1,588 )
3 unchanged sentences
207,495 2,075 3,041,645 ( 420,573 ) ( 12,797 ) 2,610,350
+Added: Net income — — — 373,671 — 373,671
+Added: Other comprehensive income — — — — 667 667
+Added: Share-based compensation — — 46,100 — — 46,100
+Added: Stock option exercises 10,073 101 42,386 — — 42,487
+Added: Issuance of common stock in connection with the vesting of restricted stock units 1,519 15 ( 4,858 ) — — ( 4,843 )
+Added: Issuances of common stock in connection with the employee stock purchase plan 183 2 4,288 — — 4,290
+Added: Issuance of common stock in connection with an asset acquisition 1,355 13 39,717 — — 39,730
+Added: Settlement of accrued compensation liabilities through the issuance of common stock 452 5 13,754 — — 13,759
+Added: Balance at December 31, 2025
+Added: 221,077 $ 2,211 $ 3,183,032 $ ( 46,902 ) $ ( 12,130 ) $ 3,126,211
See notes to consolidated financial statements.
6 unchanged sentences
Cash flows from operating activities:
−Removed: Net income (loss)
$ 373,671 $ 156,240 $ 76,063
−Removed: Adjustments to reconcile net income (loss) to net cash provided by operating activities:
+Added: Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
50 unchanged sentences
( 4,975 ) ( 1,916 ) ( 381 )
−Removed: Net cash (used in) provided by financing activities
+Added: Net cash provided by (used in) financing activities
19,388 ( 284,385 ) 115,552
1 unchanged sentence
113 ( 76 ) 61
−Removed: (Decrease) increase in cash and cash equivalents and restricted cash and cash equivalents
+Added: Increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents
204,291 ( 2,088 ) 4,457
18 unchanged sentences
As of December 31, 2025, we operated 189 centers in 31 states and one Canadian province.
−Removed: Life Time Group Holdings, Inc.
−Removed: completed its initial public offering (“IPO”) in October 2021 and its common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “LTH.”
−Removed: COVID-19 Impact
−Removed: In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic, the United States declared a National Public Health Emergency and we closed all of our centers based on orders and advisories from federal, state and local governmental authorities regarding COVID-19.
−Removed: We re-opened our first center on May 8, 2020 and continued to re-open our centers as state and local governmental authorities permitted.
Basis of Presentation
4 unchanged sentences
We apply this method of accounting to our investments when we have the ability to exercise significant influence over the operating and financial policies of the investee.
−Removed: Our share of the investee’s earnings (losses) associated with our investments in unconsolidated subsidiaries is included in Equity in (loss) earnings of affiliates in our consolidated statements of operations.
+Added: Our share of the investee’s earnings (losses) associated with our investments in unconsolidated subsidiaries is included in Equity in earnings (loss) of affiliates in our consolidated statements of operations.
S ee “Other Assets” within Note 2 below for additional information regarding our investments in unconsolidated subsidiaries.
14 unchanged sentences
These revisions can affect our consolidated operating results.
+Added: Recently Adopted Accounting Pronouncements
+Added: In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures, to enhance transparency of income tax disclosures.
+Added: The updated guidance requires additional disclosures on income tax rate reconciliation and income taxes paid, among other things.
+Added: We adopted the accounting guidance for this Annual Report.
+Added: The adoption of the updated standard did not have a material impact on our financial statements, but we have increased our disclosures on rate reconciliation and income taxes paid by jurisdiction.
LIFE TIME GROUP HOLDINGS, INC.
2 unchanged sentences
(Table amounts in thousands except per share data)
−Removed: Recently Adopted Accounting Pronouncements
−Removed: In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance to expand annual and interim disclosure requirements for reportable segments, primarily through additional disclosures on segment expenses.
−Removed: We adopted the accounting guidance for this Annual Report on Form 10-K for the year ended December 31, 2024.
−Removed: This updated standard did not have a material impact on our financial statement disclosures.
New Accounting Pronouncements Not Yet Adopted
−Removed: In December 2023, the FASB issued guidance to enhance transparency of income tax disclosures.
−Removed: The updated guidance requires additional disclosures on income tax rate reconciliation and income taxes paid, among other things.
+Added: In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses, which 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.
−Removed: 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.
+Added: In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):
+Added: Targeted Improvements to the Accounting for Internal-Use Software, which 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.
−Removed: We are currently evaluating the impact that the updated standard will have on our financial statement disclosures.
+Added: We are currently evaluating the impact that the updated standard will have on our financial statements.
+Added: In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):
+Added: Narrow-Scope Improvements, which clarifies interim disclosure requirements and the applicability of Topic 270 and includes a disclosure principle that requires disclosure of events since the end of the last annual reporting period that have a material impact on the entity.
+Added: We expect to adopt this accounting guidance for our Quarterly Report on Form 10-Q for the period ended March 31, 2028.
+Added: We are currently evaluating the impact that the updated standard will have on our disclosures.
+Added: In December 2025, the FASB issued ASU 2025-12, Codification Improvements, to clarify, correct errors, or make minor improvements to the Codification to make the Codification easier to understand and apply.
+Added: We expect to adopt this accounting guidance for our Annual Report on Form 10-K for the year ended December 31, 2027.
+Added: We are currently evaluating the impact that the updated standard will have on our financial statements.
Revenue Recognition
2 unchanged sentences
Center Revenue
−Removed: Center revenue consists of center membership and digital membership dues, enrollment fees and revenue generated within a center, which we refer to as in-center revenue.
+Added: Center revenue consists of center membership and on-hold membership dues, enrollment fees and revenue generated within a center, which we refer to as in-center revenue.
In-center revenue includes fees for Dynamic Personal Training, aquatics and kids programming and other member services, as well as sales of products at our cafés, and sales of products and services offered at our spas and tennis and pickleball programs.
9 unchanged sentences
If the direct expenses related to the enrollment fees exceed the enrollment fees for any center in a month, the amount of direct expenses in excess of the enrollment fees are expensed in the current period instead of deferred over the estimated average membership life.
+Added: LIFE TIME GROUP HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Table amounts in thousands except per share data)
Other Revenue
3 unchanged sentences
Athletic event revenue and race registration revenue is recognized upon the completion of the event.
−Removed: Other revenue also includes revenue generated from our digital memberships and our Life Time Work and Life Time Living locations.
−Removed: LIFE TIME GROUP HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Table amounts in thousands except per share data)
+Added: Other revenue also includes revenue generated from our Life Time Work and Life Time Living locations.
For more information regarding revenue, see Note 6 , Revenue.
2 unchanged sentences
Restricted Cash and Cash Equivalents
−Removed: Restricted cash is used for our self-insured workers’ compensation and general liabilities claims under our captive insurance policy.
+Added: Restricted cash is used for our self-insured workers’ compensation and general liabilities, and a portion of our self-insured medical claims under our captive insurance policy.
Accounts Receivable
20 unchanged sentences
Certain provisions within ASC 805 prescribe, among other things, the determination of acquisition-date fair value of consideration paid in a business combination (including contingent consideration) and the exclusion of transaction and acquisition-related restructuring costs from acquisition accounting.
−Removed: For information on acquisitions during the year ended December 31, 2023 that we accounted for as business combinations , see Note 5, Goodwill and Intangibles.
−Removed: When an acquisition does not meet the definition of a business combination because either:
−Removed: (i) substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or group of similar identified assets, or (ii) the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, we account for the acquisition as an asset acquisition.
−Removed: In an asset acquisition, goodwill is not recognized, but rather, any excess purchase consideration over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets as of the acquisition date and any direct acquisition-related transaction costs are capitalized as part of the purchase
LIFE TIME GROUP HOLDINGS, INC.
2 unchanged sentences
(Table amounts in thousands except per share data)
−Removed: consideration.
+Added: When an acquisition does not meet the definition of a business combination because either:
+Added: (i) substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or group of similar identified assets, or (ii) the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, we account for the acquisition as an asset acquisition.
+Added: In an asset acquisition, goodwill is not recognized.
+Added: Instead, any excess purchase consideration over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets as of the acquisition date and any direct acquisition-related transaction costs are capitalized as part of the purchase consideration.
For information on the acquisitions that we completed during the years ended December 31, 2025 and 2024 that we accounted for as asset acquisitions, see Note 4 , Property and Equipment.
7 unchanged sentences
We generally recognize an impairment charge associated with a site development project or a portion of a site development project that we deem not viable in an amount equal to the related development costs that we previously capitalized.
−Removed: During 2024, 2023, and 2022, we recognized impairment charges associated with all or a portion of certain site development projects that we deemed not viable.
−Removed: During 2023, we also recognized an impairment charge of $ 5.3 million related to the sale of an outparcel of land.
−Removed: Accordingly, we recognized impairment charges of $ 11.0 million, $ 14.5 million and $ 2.1 million associated with these long-lived assets during the years ended December 31, 2024, 2023 and 2022, respectively, which are included in Other operating expense (income) in our consolidated statements of operations.
+Added: We recognized total impairment charges of $ 9.4 million, $ 11.0 million and $ 14.5 million during the years ended December 31, 2025, 2024 and 2023, respectively, which are included in Other operating expense in our consolidated statements of operations.
+Added: Of the $ 9.4 million total i mpairment charges we recognized during the year ended December 31, 2025, $ 5.8 million was associated with certain non-center businesses and $ 3.6 million was associated with certain site development projects that we deemed not viable.
+Added: The impairment charges we recognized during the year ended December 31, 2024 were associated with certain site development projects that we deemed not via ble.
+Added: Of the $ 14.5 million total impairment charges we recognized during the year ended December 31, 2023, $ 9.2 million was associated with certain site development projects that we deemed not viable and $ 5.3 million was associated with the sale of an outparcel of land.
We test goodwill for impairment on an annual basis, or more often if circumstances warrant, by estimating the fair value of the reporting unit to which the goodwill relates and comparing this fair value to the net book value of the reporting unit.
7 unchanged sentences
For more information on goodwill, see Note 5, Goodwill and Intangibles.
−Removed: We lease some of our centers, offices and other facilities, as well as other equipment.
+Added: We lease many of our centers, as well as certain of our offices, other facilities, and equipment.
Excluding renewal options that are not reasonably certain to be exercised, our leases have remaining contractual terms that primarily range from one year to 29 years.
2 unchanged sentences
Our lease agreements do not contain any material residual value guarantees.
−Removed: Lease cost associated with operating leases and short-term leases is recognized on a straight-line basis from the date we take possession of the property through the end of the lease term.
−Removed: With the exception of leases containing a purchase option that we are reasonably certain to exercise, finance lease right-of-use assets are amortized on a straight-line basis over the shorter of the estimated useful life of the underlying assets or the lease term.
−Removed: Finance lease right-of-use assets associated with leases that do contain a purchase option that we are reasonably certain to exercise are amortized on a straight-line basis over the estimated useful life of the underlying assets.
−Removed: Interest associated with finance lease liabilities is recognized using the effective interest rate method.
−Removed: Variable lease payments not recognized in the measurement of operating and finance lease liabilities are expensed as
LIFE TIME GROUP HOLDINGS, INC.
2 unchanged sentences
(Table amounts in thousands except per share data)
+Added: Lease cost associated with operating leases and short-term leases is recognized on a straight-line basis from the date we take possession of the property through the end of the lease term.
+Added: With the exception of leases containing a purchase option that we are reasonably certain to exercise, finance lease right-of-use assets are amortized on a straight-line basis over the shorter of the estimated useful life of the underlying assets or the lease term.
+Added: Finance lease right-of-use assets associated with leases that do contain a purchase option that we are reasonably certain to exercise are amortized on a straight-line basis over the estimated useful life of the underlying assets.
+Added: Interest associated with finance lease liabilities is recognized using the effective interest rate method.
+Added: Variable lease payments not recognized in the measurement of operating and finance lease liabilities are expensed as incurred.
For more information regarding lease cost included in our consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023, see Note 10 , Leases.
21 unchanged sentences
The financing obligation is amortized using the effective interest method, and interest is calculated using the same incremental borrowing rate as that used for purposes of measuring the related operating lease liability.
+Added: LIFE TIME GROUP HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Table amounts in thousands except per share data)
We account for sale-leaseback arrangements with related parties at their contractually stated terms.
3 unchanged sentences
While determining fair value requires a variety of input assumptions and judgment, we believe our estimates of fair value are reasonable.
−Removed: LIFE TIME GROUP HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Table amounts in thousands except per share data)
For more information regarding sale-leaseback transactions that were consummated during the years ended December 31, 2025, 2024 and 2023, see Note 10 , Leases.
7 unchanged sentences
or (2) we did not control the underlying constructed asset prior to the commencement date of the lease.
−Removed: Accordingly, we are accounting for each of our build-to-suit arrangements as an operating lease.
+Added: Accordingly, we have accounted for each of our build-to-suit arrangements as an operating lease.
Intangible Assets
−Removed: Intangible assets at December 31, 2024 and 2023 include a trade name and a facility license.
−Removed: Intangible assets at December 31, 2023 also include customer relationships .
+Added: Intangible assets at December 31, 2025 and 2024 include trade names and a facility license.
For more information on intangible assets, see Note 5 , Goodwill and Intangibles.
11 unchanged sentences
Other assets at December 31, 2025 and 2024 primarily consists of ou r executive nonqualified plan assets, o ur investments in unconsolidated subsidiaries, rent deposits and unamortized debt issuance costs associated with the revolving portion of our senior secured credit facility.
+Added: LIFE TIME GROUP HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Table amounts in thousands except per share data)
Investments in Unconsolidated Subsidiaries
7 unchanged sentences
We currently account for our investment in D-M Holdings using the equity method of accounting.
−Removed: LIFE TIME GROUP HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Table amounts in thousands except per share data)
In addition to our investments in Bloomingdale LLC and D-M Holdings, we also have investments in various other unconsolidated subsidiaries.
6 unchanged sentences
For more information on debt discounts and issuance costs, see Note 9 , Debt.
+Added: Derivative Instruments and Hedging Activities
+Added: We are exposed to interest rate risk on our variable rate debt (see Note 9 , Debt).
+Added: As a result, we utilize derivative instruments from time to time, including interest rate swap agreements, to manage our exposure.
+Added: We only hold derivative instruments for economic hedging purposes, not for speculative or trading purposes.
+Added: Derivative instruments expose us to credit risk to the extent that the counterparties are unable to meet the terms of the arrangements.
+Added: To minimize our exposure to such credit risk, we transact only with highly-rated banks and financial institutions.
+Added: For each derivative instrument that qualifies for and is designated as a cash flow hedge of interest rate risk, the unrealized gain or loss associated with changes in the fair value of the instrument is initially recognized as a component of accumulated other comprehensive loss (“AOCL”) on our consolidated balance sheet.
+Added: This gain or loss is subsequently reclassified into earnings in the same period that the forecasted hedged transaction affects earnings.
+Added: We assess hedge effectiveness using the dollar-offset method on a cumulative basis at inception and on an ongoing basis.
+Added: We would prospectively discontinue hedge accounting for a cash flow hedge derivative instrument if and when the applicable criteria are no longer met, the instrument expires, is sold, terminated or exercised or we remove the hedge designation.
+Added: In that circumstance, the net unrealized gain or loss that is then recognized in AOCL would be reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings, unless the forecasted transaction is no longer probable in which case the net gain or loss would be reclassified into earnings immediately.
+Added: For more information on amounts reclassified from AOCL to earnings, see No te 8, Derivative I nstruments and Hedging Activities.
+Added: LIFE TIME GROUP HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Table amounts in thousands except per share data)
Fair Value Measurements
8 unchanged sentences
Fair Value Measurements on a Recurring Basis.
−Removed: We had no material remeasurements of such assets or liabilities to fair value during the years ended December 31, 2024 and 2023.
−Removed: Financial Assets and Liabilitie s .
+Added: As of December 31, 2025 and 2024, assets and liabilities that are measured at fair value on a recurring basis were as follows:
+Added: December 31, 2025
+Added: Level 1 Level 2 Level 3 Total
+Added: Interest rate swaps (1)
+Added: $ — $ 397 $ — $ 397
+Added: Cash surrender value of life insurance policies (2)
+Added: — 17,963 — 17,963
+Added: Total assets $ — $ 18,360 $ — $ 18,360
+Added: Interest rate swaps (1)
+Added: $ — $ 2,917 $ — $ 2,917
+Added: Deferred compensation (3)
+Added: 16,379 — — 16,379
+Added: Total liabilities $ 16,379 $ 2,917 $ — $ 19,296
+Added: December 31, 2024
+Added: Level 1 Level 2 Level 3 Total
+Added: Cash surrender value of life insurance policies (2)
+Added: $ — $ 15,979 $ — $ 15,979
+Added: Deferred compensation (3)
+Added: $ 13,575 $ — $ — $ 13,575
+Added: (1) Interest rate swaps are valued using pricing models that incorporate market interest rate curves that are observable at commonly quoted intervals for the full term of the swaps.
+Added: (2) The life insurance policies are valued based on the underlying investment assets, which are priced using observable market data.
+Added: (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.
+Added: For more information regarding our interest rate swaps, see Note 8, Derivative Instruments and Hedging Activities.
+Added: LIFE TIME GROUP HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Table amounts in thousands except per share data)
+Added: Long-term debt .
At December 31, 2025 and December 31, 2024, the carrying value and fair value of our outstanding long-term debt was as follows:
13 unchanged sentences
For information regarding impairment charges associated with our long-lived assets that we recognized during each of the periods presented, see the Impairment of Long-Lived Assets section within this footnote.
−Removed: LIFE TIME GROUP HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Table amounts in thousands except per share data)
Marketing Expenses
2 unchanged sentences
Marketing expenses for the years ended December 31, 2025, 2024 and 2023 were $ 38.0 million, $ 35.1 million and $ 32.9 million, respectively.
−Removed: We are currently engaged in a material litigation matter with an insurance provider involving a complaint we filed seeking declaratory relief and damages associated with a property/ business interruption insurance claim.
+Added: We have been engaged in a material litigation matter with an insurance provider involving a complaint we filed seeking declaratory relief and damages associated with a property/ business interruption insurance claim.
We are also engaged in various other legal matters incidental to the normal course of business.
7 unchanged sentences
For more information on our legal matters, see Note 13 , Commitments and Contingencies.
+Added: Employee Retention Credits
+Added: On March 27, 2020, Congress enacted the CARES Act to provide certain relief as a result of the COVID-19 pandemic.
+Added: The CARES Act, among other things, provided for refundable payroll tax credits for employee retention, or employee retention credits.
+Added: During the year ended December 31, 2025 , the Company received $ 54.6 million in net cash proceeds from these employee retention credits, including interest income and net of fees and expenses.
+Added: These credits were recognized in the period in which the cash was received and are included in Other income in our consolidated statement of operations for the year ended December 31, 2025 .
+Added: LIFE TIME GROUP HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Table amounts in thousands except per share data)
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.
12 unchanged sentences
Our liability for unrecognized tax benefits, including penalties and interest, is included in Other liabilities on our consolidated balance sheets.
−Removed: We recognize adjustments to our liability for unrecognized tax benefits, including penalties and interest, within Provision for (benefit from) income taxes in our consolidated statements of operations.
+Added: We recognize adjustments to our liability for unrecognized tax benefits, including penalties and interest, within Provision for income taxes in our consolidated statements of operations.
For more information on income taxes, see Note 7 , Income Taxes.
+Added: One Big Beautiful Bill Act
+Added: The United States Congress passed budget reconciliation bill H.R.
+Added: 1, referred to as the One Big Beautiful Bill Act (“the OBBB Act”), into law on July 4, 2025.
+Added: 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.
+Added: The OBBB Act has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.
+Added: 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.
Share-Based Compensation
2 unchanged sentences
W e estimate the fair value of stock options to purchase shares of the Company’s common stock using the Black-Scholes option pricing model.
−Removed: LIFE TIME GROUP HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Table amounts in thousands except per share data)
This pricing model requires management to make assumptions and to apply judgment to determine the fair value of equity awards.
4 unchanged sentences
For more information on share-based compensation, see Note 11 , Stockholders’ Equity.
−Removed: Income (Loss) per Share
−Removed: Basic income (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period.
−Removed: The numerator in the diluted income (loss) per share calculation is derived by adding the effect of assumed common stock conversions to income (loss) available to common stockholders.
−Removed: The denominator in the diluted income (loss) per share calculation is derived by adding shares of common stock deemed to be potentially dilutive to the weighted average number of shares of common stock outstanding during the period.
−Removed: Potentially dilutive securities that are subject to performance or market conditions are considered contingently issuable shares for purposes of calculating diluted income (loss) per share.
−Removed: Accordingly, these contingently issuable shares are excluded from the computation of diluted income (loss) per share until the performance or market conditions have been met.
−Removed: Other potentially dilutive securities that do not involve contingently issuable shares are also excluded from the computation of diluted income (loss) per share if their effect is antidilutive .
−Removed: For more information on the basic and diluted income (loss) per share calculations for the years ended December 31, 2024, 2023 and 2022, see Note 11, Income (Loss) Per Share.
−Removed: Changes in Accumulated Other Comprehensive Income (Loss)
−Removed: The changes in accumulated other comprehensive income (loss) during the years ended December 31, 2024, 2023 and 2022 is related to foreign currency translation adjustments associated with our Canadian operations.
−Removed: Reclassification
−Removed: A reclassification has been made on our December 31, 2023 consolidated balance sheet in order to conform to the current period presentation.
−Removed: Specifically, our restricted cash and cash equivalents balance of $ 18.8 million at December 31, 2023 was reclassified out of Cash and cash equivalents and into a separate line item labeled Restricted cash and cash equivalents.
−Removed: This reclassification had no impact on our previously reported statements of operations or cash flows.
+Added: Income per Share
+Added: Basic income per share is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the period.
+Added: The numerator in the diluted income per share calculation is derived by adding the effect of assumed common stock conversions to income available to common stockholders.
+Added: The denominator in the diluted income per share calculation is derived by adding shares of common stock deemed to be potentially dilutive to the
+Added: LIFE TIME GROUP HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Table amounts in thousands except per share data)
+Added: weighted average number of shares of common stock outstanding during the period.
+Added: Potentially dilutive securities that are subject to performance or market conditions are considered contingently issuable shares for purposes of calculating diluted income per share.
+Added: Accordingly, these contingently issuable shares are excluded from the computation of diluted income per share until the performance or market conditions have been met.
+Added: Other potentially dilutive securities that do not involve contingently issuable shares are also excluded from the computation of diluted income per share if their effect is antidilutive .
+Added: For more information on the basic and diluted income per share calculations for the years ended December 31, 2025, 2024 and 2023, see Note 12, Income Per Share.
+Added: Changes in Accumulated Other Comprehensive Loss
+Added: The changes in accumulated other comprehensive loss during the years ended December 31, 2025, 2024 and 2023 is related to foreign currency translation adjustments associated with our Canadian operations and derivative instruments related to our interest rate swaps.
Supplemental Balance Sheet and Cash Flow Information
4 unchanged sentences
Construction contract receivables
+Added: Interest rate swap assets 397 —
Prepaid insurance
6 unchanged sentences
$ 61,881 $ 52,826
−Removed: LIFE TIME GROUP HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Table amounts in thousands except per share data)
Accrued Expenses and Other Current Liabilities
3 unchanged sentences
Accrued interest
−Removed: 10,170 38,723
Payroll liabilities
53,050 44,347
−Removed: Self-insurance accruals
+Added: Accrued variable rent
16,693 13,903
−Removed: Corporate accruals
+Added: Self-insurance accruals
35,549 29,437
+Added: Goods and services received but not invoiced
42,099 35,653
+Added: Current maturities of finance lease liabilities
Accrued expenses and other current liabilities
$ 214,351 $ 179,444
+Added: LIFE TIME GROUP HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Table amounts in thousands except per share data)
Supplemental Cash Flow Information
12 unchanged sentences
Changes in operating assets and liabilities $ 29,487 $ 2,387 $ 6,465
−Removed: Additional supplemental cash flow information is as follows:
+Added: Supplemental cash flow information, excluding information associated with our lease arrangements, which is detailed in Note 10 , Leases, is as follows:
Year Ended December 31,
2 unchanged sentences
$ 27,231 $ 18,182 $ 14,051
−Removed: Cash payments for interest, net of capitalized interest
+Added: Net cash paid for interest (including cash settlements associated with interest rate swaps), net of capitalized interest
85,393 136,860 122,154
2 unchanged sentences
Non-cash activities:
+Added: Common stock issuance in connection with an asset acquisition 39,730 — —
+Added: Settlement of accrued compensation liabilities through the issuance of common stock 13,759 18,058 —
government obligations deposited with a trustee in connection with the satisfaction and discharge of the 5.750 % Senior Secured Notes and 8.000 % Senior Unsecured Notes (as defined in Note 9, Debt) (1)
2 unchanged sentences
— 1,420,115 —
−Removed: Settlement of accrued compensation liabilities through the issuance of common stock 18,058 — —
−Removed: Issuances of common stock in connection with a business acquisition — 1,472 —
+Added: Common stock issuance in connection with a business acquisition — — 1,472
Acquisition of property and equipment through the assumption of a mortgage — — 10,600
+Added: (1) See Note 9 , Debt, for more information on the satisfaction and discharge of our 5.750 % Senior Secured Notes and the 8.000 % Senior Unsecured Notes for the year ended December 31, 2024.
LIFE TIME GROUP HOLDINGS, INC.
2 unchanged sentences
(Table amounts in thousands except per share data)
−Removed: See Note 8, Debt, for more information on the satisfaction and discharge of our 5.750 % Senior Secured Notes and the 8.000 % Senior Unsecured Notes for the year ended December 31, 2024.
−Removed: See Note 9, Leases, for supplemental cash flow information associated with our lease arrangements for the years ended December 31, 2024, 2023 and 2022.
Property and Equipment
21 unchanged sentences
Asset Acquisitions
+Added: During the year ended December 31, 2025, we acquired existing health club and racquet facilities for a total purchase price of $ 59.7 million, of which $ 19.3 million was paid in cash, $ 39.7 million was paid through the issuance of unregistered shares of the Company’s common stock and $ 0.7 million represents liabilities we assumed.
+Added: T he entire purchase price was allocated to property and equipment.
+Added: Accordingly, the $ 19.3 million we paid in cash in connection with this acquisition is included in Capital expenditures in our consolidated statements of cash flows.
During the year ended December 31, 2024, we acquired two health club facilities for a total purchase price of $ 21.9 million, all of which was paid in cash.
−Removed: The entire $ 21.9 million purchase price was allocated to property and equipment, and is included in Capital expenditures in our consolidated statements of cash flows.
+Added: The entire purchase price was allocated to property and equipment and is included in Capital expenditures in our consolidated statements of cash flows.
During the year ended December 31, 2023, we acquired a health club facility for a total purchase price of $ 15.8 million.
As part of this acquisition, we paid cash of $ 4.0 million and assumed an existing mortgage note and related accrued interest liability of $ 10.6 million and $ 1.2 million, respectively.
−Removed: The mortgage note matured in June 2024, and was included in current maturities of long-term debt on our consolidated balance sheet as of December 31, 2023.
−Removed: The entire $ 15.8 million purchase price was allocated to property and equipment, and is included in Capital expenditures in our consolidated statements of cash flows.
+Added: The mortgage note matured in June 2024.
+Added: The entire purchase price was allocated to property and equipment.
+Added: Accordingly, the $ 4.0 million we paid in cash in connection with this acquisition is included in Capital expenditures in our consolidated statements of cash flows.
LIFE TIME GROUP HOLDINGS, INC.
4 unchanged sentences
The goodwill balance was $ 1,235.4 million at both December 31, 2025 and December 31, 2024.
−Removed: During the year ended December 31, 2023, we acquired a business that was accounted for as a business combination for a total purchase price of approximately $ 2.1 million.
−Removed: Of this amount, approximately $ 2.2 million was allocated to goodwill, approximately $ 0.1 million was allocated to property and equipment and approximately $ 0.2 million was allocated to liabilities assumed.
−Removed: The consideration for this acquisition consisted of $ 0.6 million of cash and approximately 0.9 million shares of our common stock with an estimated fair value of approximately $ 1.5 million as of the acquisition date.
−Removed: The financial results associated with this acquisition has been included in our consolidated financial statements since the acquisition date.
Intangible assets consisted of the following:
15 unchanged sentences
$ 175,450 $ ( 3,807 ) $ 171,643
+Added: During the year ended December 31, 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.
+Added: T he $ 9.5 million we paid at closing is included in Other within investing activities in our consolidated statement of cash flows.
Other intangible assets at both December 31, 2025 and 2024 includes a facility license associated with our race registration and timing businesses.
32 unchanged sentences
Revenue Total
−Removed: Goods and services transferred over time
+Added: Services transferred over time
$ 2,594,259 $ 85,224 $ 2,679,483 $ 2,262,373 $ 73,607 $ 2,335,980 $ 1,904,061 $ 62,264 $ 1,966,325
3 unchanged sentences
$ 2,908,707 $ 86,548 $ 2,995,255 $ 2,546,651 $ 74,344 $ 2,620,995 $ 2,154,329 $ 62,264 $ 2,216,593
−Removed: Contract liabilities represent payments or consideration received in advance for goods or services that the Company has not yet transferred to the customer.
−Removed: Contract liabilities consist primarily of deferred revenue for fees collected in advance for Dynamic Personal Training, media and athletic events, enrollment fees, membership dues and other in-center services offerings.
−Removed: Contract liabilities at December 31, 2024 and 2023 were $ 58.4 million and $ 49.9 million, respectively.
−Removed: Contract liabilities that will be recognized within one year are classified as deferred revenue in our consolidated balance sheets.
−Removed: Deferred revenue at December 31, 2024 and 2023 was $ 58.3 million and $ 49.3 million, respectively, and consists primarily of prepaid Dynamic Personal Training, media and athletic events, enrollment fees, membership dues and other in-center services offerings.
−Removed: Contract liabilities that will be recognized in a future period greater than one year are classified as a component of Other liabilities in our consolidated balance sheets.
−Removed: Long-term contract liabilities at December 31, 2024 and 2023 were $ 0.1 million and $ 0.6 million, respectively, and consist primarily of deferred enrollment fees.
+Added: Contract liabilities
+Added: Contract liabilities, which represent payments or consideration received in advance for goods or services that we have not yet transferred to the customer, consisted of the following:
+Added: Year Ended December 31,
+Added: 2025 2024 Classification in Consolidated
+Added: Balance Sheets
+Added: Contract liabilities - current
+Added: $ 60,309 $ 58,252 Deferred revenue
+Added: Contract liabilities - long-term
+Added: 41 139 Other liabilities
+Added: Total contract liabilities
+Added: $ 60,350 $ 58,391
+Added: 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.
+Added: The following table reflects the change in contract liabilities for the year ended December 31, 2025:
+Added: Total contract liabilities balance at December 31, 2024
+Added: Revenue recognized that was included in contract liabilities at the beginning of the year ( 53,692 )
+Added: Increase, excluding amounts recognized as revenue during the period 55,651
+Added: Total contract liabilities balance at December 31, 2025
LIFE TIME GROUP HOLDINGS, INC.
2 unchanged sentences
(Table amounts in thousands except per share data)
−Removed: The provision for (benefit from) income taxes is comprised of:
+Added: Income from continuing operations before income taxes is comprised of:
Year Ended December 31,
2025 2024 2023
+Added: $ 488,578 $ 200,691 $ 92,057
+Added: 4,925 8,077 2,733
+Added: Income from continuing operations before taxes
+Added: $ 493,503 $ 208,768 $ 94,790
+Added: The provision for income taxes is comprised of:
+Added: Year Ended December 31,
+Added: 2025 2024 2023
Current tax expense (benefit)
9 unchanged sentences
1,215 ( 5,967 ) 727
−Removed: Total deferred tax expense (benefit)
+Added: Total deferred tax expense
87,492 29,457 14,577
−Removed: Non-current benefit
−Removed: Provision for (benefit from) income taxes
+Added: Provision for income taxes
$ 119,832 $ 52,528 $ 18,727
−Removed: The amount of deferred tax expense (benefit) differs from the change in the year-end deferred tax balances due to the tax effect of other comprehensive income, additional paid-in capital items or change in foreign currency exchange rates.
+Added: The amount of deferred tax expense differs from the change in the year-end deferred tax balances due to the tax effect of other comprehensive income, additional paid-in capital items or change in foreign currency exchange rates.
The reconciliation between our effective tax rate on income before income taxes and the statutory tax rate is as follows:
1 unchanged sentence
2025 2024 2023
−Removed: Income tax expense (benefit) at federal statutory rate
+Added: Amount Percent Amount Percent
+Added: federal statutory tax rate
$ 103,636 21.0 % $ 43,841 21.0 % $ 19,906 21.0 %
−Removed: State and local income taxes, net of federal tax benefit
+Added: State and local income taxes, net of federal income tax effect (1)
29,594 6.0 % 13,719 6.6 % ( 6,667 ) ( 7.0 ) %
−Removed: Section 162(m) limitation
+Added: Foreign tax effects
+Added: Change in valuation allowance
— — % ( 7,516 ) ( 3.6 ) % ( 157 ) ( 0.2 ) %
−Removed: Share-based compensation
180 — % ( 148 ) ( 0.1 ) % 308 0.3 %
−Removed: Change in valuation allowance
+Added: Effects of changes in tax laws/rates enacted in the current period
51 — % — — % — — %
( 2,100 ) ( 0.4 ) % ( 1,183 ) ( 0.6 ) % ( 2,485 ) ( 2.6 ) %
−Removed: Provision for (benefit from) income taxes
+Added: Changes in valuation allowance
— — % ( 950 ) ( 0.4 ) % — — %
+Added: Share-based payment awards
+Added: ( 11,900 ) ( 2.4 ) % 6,020 2.9 % 6,190 6.5 %
+Added: 594 0.1 % 433 0.2 % 741 0.8 %
+Added: Other adjustments
+Added: ( 223 ) — % ( 1,688 ) ( 0.8 ) % 891 1.0 %
+Added: Effective tax rate
+Added: $ 119,832 24.3 % $ 52,528 25.2 % $ 18,727 19.8 %
+Added: (1) The stat es that make up the majority (greater than 50 percent) of the effect of the state and local income taxes category are Minnesota, New Jersey, Illinois and New York for the year ended December 31, 2025.
+Added: The states that make up the majority (greater than 50 percent) of the effect of the state and local income taxes category are Minnesota, Texas, Illinois and New Jersey for the year ended
LIFE TIME GROUP HOLDINGS, INC.
2 unchanged sentences
(Table amounts in thousands except per share data)
+Added: December 31, 2024.
+Added: The states that make up the majority (greater than 50 percent) of the effect of the state and local income taxes category are Illinois, Minnesota, California and New Jersey for the year ended December 31, 2023.
+Added: Income taxes paid were as follows:
+Added: Year Ended December 31,
+Added: 2025 2024 2023
+Added: Federal taxes paid
+Added: $ 11,800 $ 1,000 $ 6,800
+Added: State and local taxes paid
+Added: 15,431 17,182 7,251
+Added: $ 27,231 $ 18,182 $ 14,051
+Added: Income taxes paid (net of refunds) exceeded 5% of total income taxes paid (net of refunds) in the following jurisdictions:
+Added: Year Ended December 31,
+Added: 2025 2024 2023
+Added: Illinois * 2,940 2,390
+Added: Massachusetts * 1,360 *
+Added: Minnesota * 1,900 *
+Added: New Jersey 1,520 2,110 *
+Added: New York 1,526 2,524 *
+Added: Texas 2,300 1,550 1,957
+Added: 5,346 12,384 4,347
+Added: *Jurisdiction below the threshold for the period presented
+Added: The net deferred tax liabilities as of December 31, 2025 and 2024 consisted of the following:
+Added: Year Ended December 31,
+Added: 2025 2024 Classification in Consolidated
+Added: Balance Sheets
+Added: deferred tax liability
+Added: $ ( 172,217 ) $ ( 85,255 ) Deferred income taxes, net
+Added: Canadian deferred tax asset
+Added: 291 — Other assets
+Added: Total net deferred tax liability
+Added: $ ( 171,926 ) $ ( 85,255 )
Deferred income taxes are the result of provisions of the tax laws that either require or permit certain items of income or expense to be reported for tax purposes in different periods than they are reported for financial reporting.
The tax effect of temporary differences that gives rise to the net deferred tax liability are as follows:
+Added: LIFE TIME GROUP HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Table amounts in thousands except per share data)
Deferred tax assets:
7 unchanged sentences
Net operating loss
−Removed: 47,827 85,217
Business interest
16 unchanged sentences
( 1,117 ) ( 929 )
−Removed: ( 929 ) ( 431 )
Total deferred tax liabilities
9 unchanged sentences
federal, state or local examinations by tax authorities for years before 2022.
−Removed: As of December 31, 2024, we had a federal income tax net operating loss carryforward related to our U.S.
−Removed: operations of approximately $ 170.7 million ($ 35.9 million tax effected), that can be carried forward indefinitely.
−Removed: As of December 31, 2024, we also had state net operating loss carryforwards totaling approximately $ 155.5 million ($ 8.8 million tax effected), of which approximately $ 121.9 million ($ 7.0 million tax effected) expires between 2027 and 2045 and approximately $ 33.6 million ($ 1.8 million tax effected) can be carried forward indefinitely.
−Removed: As it relates to our Canada operations, we had an income tax net operating loss carryforward of approximately $ 11.9 million ($ 3.2 million tax effected) as of December 31, 2024, which is subject to expiration between tax years 2037 and 2042.
+Added: As of December 31, 2025, we had state net operating loss carryforwards totaling approximately $ 105.2 million ($ 6.3 million tax effected), of which approximately $ 83.5 million ($ 5.2 million tax effected) expires between 2030 and 2046 and approximately $ 21.6 million ($ 1.1 million tax effected) can be carried forward indefinitely.
+Added: As it relates to our Canada operations, we had an income tax net operating loss carryforward of approximately $ 3.0 million ($ 0.8 million tax effected) as of December 31, 2025, which is subject to expiration in 2042.
As of December 31, 2024, we had a federal income tax net operating loss carryforward related to our U.S.
−Removed: operations of approximately $ 329.1 million ($ 69.1 million tax effected), that can be carried forward indefinitely.
+Added: operations of approximately $ 170.7 million ($ 35.9 million tax effected), that could be carried forward indefinitely.
As of December 31, 2024, we also had state net operating loss carryforwards totaling approximately $ 155.5 million ($ 8.8 million tax effected), of which approximately $ 121.9 million ($ 7.0 million tax effected) was to expire between 2027 and 2045 and approximately $ 33.6 million ($ 1.8 million tax effected) could be carried forward indefinitely.
As it relates to our Canada operations, we had an income tax net operating loss carryforward of approximately $ 11.9 million ($ 3.2 million tax effected) as of December 31, 2024, which was subject to expiration between tax years 2037 and 2042.
+Added: As of December 31, 2025 and 2024 , we had a business interest carryforward of approximately $ 119.0 million ($ 30.1 million tax effected) and $ 264.2 million ($ 66.3 million tax effected), respectively, that can be carried forward indefinitely.
+Added: We considered all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations to determine the extent to which we believe net
LIFE TIME GROUP HOLDINGS, INC.
2 unchanged sentences
(Table amounts in thousands except per share data)
−Removed: As of December 31, 2024 and 2023 , we had a business interest carryforward of approximately $ 264.2 million ($ 66.3 million tax effected) and $ 229.6 million ($ 57.8 million tax effected), respectively, that can be carried forward indefinitely.
−Removed: We considered all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations to determine the extent to which we believe net deferred tax assets will more likely than not be realized.
+Added: deferred tax assets will more likely than not be realized.
Based on this assessment, as of December 31, 2025, a valuation allowance of $ 0.5 million has been recorded to reduce the deferred tax asset associated with certain state net operating loss carryforwards.
As of December 31, 2024, a valuation allowance of $ 0.4 million was recorded to reduce the deferred tax asset associated with the state net operating loss carryforwards and other deferred tax assets.
−Removed: As of December 31, 2023 , a valuation allowance of approximately $ 8.1 million was recorded to reduce the deferred tax asset associated with the Canadian net operating loss carryforward and other deferred tax assets.
−Removed: As of December 31, 2023 , we had a foreign tax credit carryforward of approximately $ 1.1 million that can be used to offset future U.S.
−Removed: federal tax liabilities on foreign-sourced income.
−Removed: We projected that our foreign sourced income will not be sufficient to fully utilize the credit carryforward.
−Removed: As a result, a valuation allowance of $ 1.1 million has been recorded as of December 31, 2023 to reduce the deferred tax asset associated with the foreign tax credit carryforward.
We consider the earnings of certain non-U.S.
2 unchanged sentences
federal and state income taxes and foreign withholding taxes on undistributed earnings of foreign subsidiaries indefinitely invested outside the United States.
+Added: Derivative Instruments and Hedging Activities
+Added: Interest Rate Swaps
+Added: During the year ended December 31, 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.
+Added: 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.
+Added: 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.
+Added: At December 31, 2025, the aggregate notional amount associated with these interest rate swaps was $ 992.5 million.
+Added: Pursuant to these interest rate swaps, we make fixed interest payments at 3.409 % in exchange for receiving variable interest payments based on Term Secured Overnight Financing Rate (“SOFR”).
+Added: Because the fair value of interest rate swap arrangements is derived from market-based rates, they are classified as derivative financial instruments.
+Added: We recognize all of our interest rate swap assets and liabilities at fair value (see “Fair Value Measurements” within Note 2, Summary of Significant Accounting Policies).
+Added: Each of our interest rate swaps qualifies for and has been designated as a cash flow hedge.
+Added: As of December 31, 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.
+Added: 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 consolidated balance sheets.
+Added: Realized gains or losses associated with the monthly cash settlements we receive or pay, respectively, in connection with our interest rate swaps are reclassified out of AOCL and recognized in Interest expense, net of interest income in our consolidated statements of operations in the same period during which interest expense associated with the hedged variable interest rate payments is recognized.
+Added: The monthly cash settlements we receive or pay in connection with these interest rate swaps are reported within operating activities in our consolidated statements of cash flows.
+Added: LIFE TIME GROUP HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Table amounts in thousands except per share data)
+Added: The fair value of our outstanding designated interest rate swap assets and liabilities is reported in our consolidated balance sheet as follows:
+Added: December 31, 2025 Classification on Consolidated Balance Sheet
+Added: Interest rate swap assets $ 397 Prepaid expenses and other current assets
+Added: Interest rate swap liabilities $ 2,917 Other liabilities
+Added: 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 year ended December 31, 2025 were as follows:
+Added: December 31, 2025 Affected Line Item on Consolidated Statements of Operations
+Added: Balance in AOCL at December 31, 2024
+Added: Unrealized gain:
+Added: Pretax unrealized gain (effective portion) 3,187
+Added: Tax expense ( 773 )
+Added: Unrealized gain, net of tax (effective portion) 2,414
+Added: Realized gain reclassified to earnings:
+Added: Pretax realized gain reclassified to earnings (effective portion) ( 5,897 ) Interest expense, net of interest income
+Added: Tax expense 1,430 Provision for income taxes
+Added: Realized gain reclassified to earnings, net of tax (effective portion) ( 4,467 )
+Added: Balance in AOCL at December 31, 2025
+Added: At December 31, 2025, we expect approximately $ 0.1 million of after-tax realized loss on interest rate swaps to be reclassified out of AOCL to earnings within the next 12 months.
+Added: The remaining maturity of our interest rate swaps at December 31, 2025 was 2.3 years.
Debt consisted of the following:
−Removed: New Term Loan Facility, maturing November 2031 $ 1,000,000 $ —
−Removed: Former Term Loan Facility, retired September 2024 — 310,000
+Added: Term Loan Facility, maturing November 2031 $ 992,512 $ 1,000,000
Revolving Credit Facility, maturing September 2029 — 10,000
−Removed: Former Revolving Credit Facility, retired September 2024 — 90,000
6.000 % Senior Secured Notes, maturing November 2031
−Removed: 5.750 % Senior Secured Notes, satisfied and discharged November 2024
−Removed: 8.000 % Senior Unsecured Notes, satisfied and discharged November 2024
−Removed: Construction Loan, retired August 2024
+Added: 500,000 500,000
Mortgage Notes, various maturities 29,423 41,865
19 unchanged sentences
During 2024 and 2025, we entered into the following amendments to the credit agreement governing our Credit Facilities (the “Credit Agreement”):
−Removed: • Tenth amendment in May 2023 pursuant to which we refinanced our $ 273.6 million term loan facility that had a maturity date in December 2024 to our $ 310.0 million term loan facility (the “Former Term Loan Facility”) that had a maturity date of January 15, 2026.
−Removed: We also converted the Credit Facilities from LIBOR to Term Secured Overnight Financing Rate (“SOFR”).
−Removed: Loans under the Former Term Loan Facility were issued with original issue discount of 0.50 %.
−Removed: • Eleventh amendment in December 2023 pursuant to which we reduced the interest rate under the Former Term Loan Facility by 0.50 %.
−Removed: Loans under such eleventh amendment were issued at par with no original issue discount.
−Removed: The refinancing transactions during 2023 were accounted for as debt modifications.
• Twelfth amendment in June 2024 pursuant to which we replaced the Canadian Dollar Offered Rate (CDOR), which ceased at the end of June 2024, with the Canadian Overnight Repo Rate Average (CORRA).
1 unchanged sentence
• Thirteenth amendment in September 2024 pursuant to which we, among other things, (i) increased the commitments under the Revolving Credit Facility to $ 650.0 million, (ii) reduced the floating interest rate per annum to, at our option, SOFR plus an applicable margin of 2.50 % or a base rate plus 1.50 %, and reduced the undrawn commitment fee rate from 50 basis points to 25 basis points, and (iii) extended the maturity of the revolving credit facility to September 20, 2029.
−Removed: The applicable margins will decrease 25 basis points upon achieving (i) a certain first lien net leverage ratio and/or (ii) public corporate family ratings of Ba3 or BB- from any two of Moody’s, S&P and Fitch.
−Removed: • Fourteenth amendment in November 2024 pursuant to which we incurred new term loans maturing in November 2031 in an aggregate principal amount of $ 1,000 million (the “New Term Loan Facility”).
−Removed: The term loans under the New Term Loan Facility bear interest at a rate per annum of equal to SOFR plus an applicable margin of 2.50 % (subject to a certain ratings-based step-down).
+Added: The applicable margins have now decreased 50 basis points upon our achieving a certain first lien net leverage ratio and public corporate family ratings of Ba3 or BB- from any two of Moody’s, S&P and Fitch.
+Added: • Fourteenth amendment in November 2024 pursuant to which we incurred new term loans maturing in November 2031 in an aggregate principal amount of $ 1,000 million (the “Term Loan Facility”).
+Added: The term loans under the Term Loan Facility bore interest at a rate per annum of equal to SOFR plus an applicable margin of 2.50 %, which applicable margin decreased by 25 basis points to 2.25 % upon achieving the public corporate family ratings noted above.
+Added: • Fifteenth amendment in August 2025 pursuant to which we refinanced the Term Loan Facility to reduce the interest rate margin by an additional 0.25 % to 2.00 %.
+Added: Loans under this amendment were issued at par with no original issue discount.
6.000 % Senior Secured Notes
−Removed: In connection with the New Term Loan Facility, in November 2024, Life Time, Inc.
+Added: In November 2024, Life Time, Inc.
completed the issuance of $ 500.0 million in aggregate principal amount of 6.000 % Senior Secured Notes due 2031 (the “ 6.000 % Senior Secured Notes”).
1 unchanged sentence
In November 2024, pursuant to the terms of the indentures governing the 5.750 % Senior Secured Notes and the 8.000 % Senior Unsecured Notes, Life Time, Inc.
−Removed: issued a notice of full redemption and used a portion of the proceeds from the New Term Loan Facility and 6.000 % Senior Secured Notes to purchase $ 1,424.5 million of U.S.
+Added: issued a notice of full redemption and used a portion of the proceeds from the Term Loan Facility and 6.000 % Senior Secured Notes to purchase $ 1,424.5 million of U.S.
government obligations, which were deposited with the trustee and were sufficient to fund the payment at par of (1) the $ 925.0 million outstanding principal amount and the accrued and unpaid interest associated with the 5.750 % Senior Secured Notes on the scheduled redemption date of January 15, 2025, and (2) the $ 475.0 million outstanding principal amount and the accrued and unpaid interest associated with the 8.000 % Senior Unsecured Notes on the scheduled redemption date of February 1, 2025.
5 unchanged sentences
government obligations we deposited with the trustee, (2) the $ 1,420.1 million aggregate outstanding principal and related a ccrued and unpaid interest obligations associated with the notes, and (3) $ 6.7 million of unamortized debt discounts and issuance costs associated with the notes.
−Removed: Accordingly, we recognized a loss of $ 11.1 million on the
+Added: Accordingly, we recognized a loss of $ 11.1 million on the extinguishment of the 5.750 % Senior Secured Notes and the 8.000 % Senior Unsecured Notes during the year ended December 31, 2024, which is included in Interest expense, net of interest income in our consolidated statement of operations.
+Added: The non-cash financing activities associated with the $ 1,424.5 million of U.S.
+Added: government obligations we deposited with the trustee, as well as the $ 1,420.1 million aggregate principal and related accrued and unpaid interest obligations that we derecognized in connection with the satisfaction and discharge of the 5.750 % Senior Secured Notes and the 8.000 % Senior Unsecured Notes are disclosed as supplemental non-cash financing activities in Note 3, Supplemental Balance Sheet and Cash Flow Information.
LIFE TIME GROUP HOLDINGS, INC.
2 unchanged sentences
(Table amounts in thousands except per share data)
−Removed: extinguishment of the 5.750 % Senior Secured Notes and the 8.000 % Senior Unsecured Notes during the year ended December 31, 2024, which is included in Interest expense, net of interest income in our consolidated statement of operations.
−Removed: The non-cash financing activities associated with the $ 1,424.5 million of U.S.
−Removed: government obligations we deposited with the trustee, as well as the $ 1,420.1 million aggregate principal and related accrued and unpaid interest obligations that we derecognized in connection with the satisfaction and discharge of the 5.750 % Senior Secured Notes and the 8.000 % Senior Unsecured Notes are disclosed as supplemental non-cash financing activities in Note 3, Supplemental Balance Sheet and Cash Flow Information.
Term Loan Facilities
2 unchanged sentences
Loans under the former term loan facility had a floating interest rate per annum of, at our option, SOFR plus an applicable credit adjustment spread ranging from 0.11448 % to 0.42826 % depending on the duration of borrowing plus the continued applicable margin of 4.00 % or a base rate plus 3.00 %.
−Removed: Borrowings under the New Term Loan Facility bear interest at a rate per annum of equal to SOFR plus an applicable margin of 2.50 % (subject to a certain ratings-based step-down).
−Removed: We are required to make quarterly principal payments of 0.25 % of the outstanding balance on the New Term Loan Facility.
+Added: Effective April 8, 2025, we entered into interest rate swap agreements for our entire Term Loan Facility notional amount of $ 997.5 million, which converted the variable interest rate of our Term Loan Facility to a fixed interest rate of 3.409 %, plus the applicable margin.
+Added: 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 %.
+Added: As a result, the effective fixed interest rate associated with our outstanding Term Loan Facility borrowings at December 31, 2025 was 5.409 %.
+Added: We are required to make quarterly principal payments of 0.25 % of the outstanding balance on the Term Loan Facility.
+Added: See Note 8, Derivative Instruments and Hedging Activities for more information regarding our interest rate swaps.
Revolving Credit Facility
Our Revolving Credit Facility provides for a $ 650.0 million revolver and matures in September 2029.
−Removed: At December 31, 2024, there were $ 10.0 million of outstanding borrowings on the Revolving Credit Facility and there were $ 31.2 million of outstanding letters of credit, resulting in total revolver availability of $ 608.8 million , which was available at intervals ranging from 30 to 180 days at interest rates of SOFR plus 2.50 % or base rate plus 1.50 % (subject to certain first lien leverage and ratings-based step-downs).
+Added: At December 31, 2025, there were no outstanding borrowings on the 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 2.00 % or base rate plus 1.00 %.
The weighted average interest rate and debt outstanding under the Revolving Credit Facility for the year ended December 31, 2025 wa s 7.26 % and $ 3.8 million, respectively.
1 unchanged sentence
Upon the exercise of an accordion feature and subject to certain conditions, borrowings under the Credit Facilities may be increased subject, in certain cases, to meeting a first lien net leverage ratio.
−Removed: The Credit Facilities are secured by a first priority lien (on a pari-passu basis with the Secured Notes described below) on substantially all of our assets.
+Added: The Credit Facilities are secured by a first priority lien (on a pari-passu basis with the 6.000 % Senior Secured Notes) on substantially all of our assets.
6.000 % Senior Secured Notes
3 unchanged sentences
The 6.000 % Senior Secured Notes mature on November 15, 2031 and bear interest at a rate of 6.00 % per annum payable semi-annually in arrears on May 15 and November 15 of each year, commencing May 15, 2025.
−Removed: The 6.000 % Senior Secured Notes are guaranteed on a senior secured basis by LTF Intermediate Holdings, Inc., the direct parent of the Issuer, and each of the Issuer’s existing and future wholly owned domestic restricted subsidiaries that guarantees its New Term Loan Facility, subject to certain exceptions.
−Removed: LIFE TIME GROUP HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Table amounts in thousands except per share data)
+Added: The 6.000 % Senior Secured Notes are guaranteed on a senior secured basis by LTF Intermediate Holdings, Inc., the direct parent of the Issuer, and each of the Issuer’s existing and future wholly owned domestic restricted subsidiaries that guarantees its Term Loan Facility, subject to certain exceptions.
At any time prior to November 15, 2027, we may redeem some or all of the 6.000 % Senior Secured Notes at a redemption price equal to 100 % of the principal amount of the 6.000 % Senior Secured Notes redeemed plus a “make-whole” premium plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date, as described in the Indenture.
3 unchanged sentences
Beginning on November 15, 2027, we may redeem some or all of the 6.000 % Senior Secured Notes at any time, and from time to time, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.
+Added: LIFE TIME GROUP HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Table amounts in thousands except per share data)
5.750 % Senior Secured Notes
2 unchanged sentences
These notes were originally scheduled to mature in January 2026 and interest only payments were due semi-annually in arrears at 5.750 %.
−Removed: As noted in the Satisfaction and Discharge of 5.750 % Senior Secured Notes and 8.000 % Senior Unsecured Notes section within this footnote, in November 2024, we issued a notice of full redemption and deposited a portion of the proceeds from the New Term Loan Facility and the 6.000 % Senior Secured Notes with the trustee of the 5.750 % Senior Secured Notes to satisfy and discharge them.
+Added: As noted in the Satisfaction and Discharge of 5.750 % Senior Secured Notes and 8.000 % Senior Unsecured Notes section within this footnote, in November 2024, we issued a notice of full redemption and deposited a portion of the proceeds from the Term Loan Facility and the 6.000 % Senior Secured Notes with the trustee of the 5.750 % Senior Secured Notes to satisfy and discharge them.
Following such satisfaction and discharge, the trustee used such proceeds to pay in full at 100 % of the principal amount, plus accrued and unpaid interest, the 5.750 % Senior Secured Notes in January 2025.
3 unchanged sentences
The 8.000 % Senior Unsecured Notes were originally scheduled to mature in April 2026 and interest only p ayments were due semi-annually in arrears at 8.00 %.
−Removed: As noted in the Satisfaction and Discharge of 5.750 % Senior Secured Notes and 8.000 % Senior Unsecured Notes section within this footnote, in November 2024, we issued a notice of full redemption and deposited a portion of the proceeds from the New Term Loan Facility and the 6.000 % Senior Secured Notes with the trustee of the 8.000 % Senior Unsecured Notes to satisfy and discharge them.
+Added: As noted in the Satisfaction and Discharge of 5.750 % Senior Secured Notes and 8.000 % Senior Unsecured Notes section within this footnote, in November 2024, we issued a notice of full redemption and deposited a portion of the proceeds from the Term Loan Facility and the 6.000 % Senior Secured Notes with the trustee of the 8.000 % Senior Unsecured Notes to satisfy and discharge them.
Following such satisfaction and discharge, the trustee used such proceeds to pay in full at 100% of the principal amount, plus accrued and unpaid interest, the 8.000 % Senior Unsecured Notes in February 2025.
10 unchanged sentences
Payments of principal and interest on each of the Mortgage Notes are payable monthly on the first business day of each month.
−Removed: LIFE TIME GROUP HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Table amounts in thousands except per share data)
During the year ended December 31, 2024, we fully paid at maturity the principal balance and remaining accrued interest associated with two of our Mortgage Notes totaling $ 62.9 million.
−Removed: During the year ended December 31, 2022, we closed on a sale-leaseback transaction that included certain properties that served as collateral for one of the Mortgage Notes.
−Removed: Accordingly, we used a portion of the net cash proceeds we received from the sale-leaseback transaction to pay off in full the then outstanding principal balance of $ 4.6 million associated with this Mortgage Note.
−Removed: For more information regarding the sale-leaseback transaction, see Note 9, Leases.
Debt Discounts and Issuance Costs
−Removed: Unamortized debt discounts and issuance costs associated with the New Term Loan Facility and 6.000 % Senior Secured Notes of $ 19.9 million at December 31, 2024 and unamortized debt discounts and issuance costs associated with the Former Term Loan Facility, 5.750 % Senior Secured Notes, 8.000 % Senior Unsecured Notes and Construction Loan of $ 15.3 million at December 31, 2023 are included in Long-term debt, net of current portion on our consolidated balance sheets.
+Added: Unamortized debt discounts and issuance costs associated with the Term Loan Facility and 6.000 % Senior Secured Notes of $ 17.6 million and $ 19.9 million at December 31, 2025 and 2024, respectively, are included in Long-term debt, net of current portion on our consolidated balance sheets.
Unamortized revolver-related debt issuance costs of $ 2.8 million and $ 3.6 million are included in Other assets on our consolidated balance sheets at December 31, 2025 and 2024, respectively.
During the year ended December 31, 2024, in connection with the pay down in full of each of our former term loan facility and Construction Loan, and the satisfaction and discharge of each of our 5.750 % Senior Secured Notes and 8.000 % Senior Unsecured Notes, we recognized $ 9.4 million of debt discounts and issuance cost write-offs, which are included in Interest expense, net of interest income in our consolidated statement of operations.
+Added: LIFE TIME GROUP HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Table amounts in thousands except per share data)
Debt Covenants
3 unchanged sentences
Future Maturities of Long-Term Debt
−Removed: Aggregate annual future maturities of long-term debt, excluding unamortized debt discounts and issuance costs and fair value adjustments, at December 31, 2024 were as follows:
+Added: Aggregate annual future maturities of long-term debt, excluding unamortized debt discounts, issuance costs and fair value adjustments, at December 31, 2025 were as follows:
2026 $ 21,848
1 unchanged sentence
Total future maturities of long-term debt
−Removed: LIFE TIME GROUP HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Table amounts in thousands except per share data)
Lease cost included in our consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023 consisted of the following:
19 unchanged sentences
$ 430,678 $ 381,591 $ 344,652
+Added: LIFE TIME GROUP HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Table amounts in thousands except per share data)
Sale-Leaseback Transactions
1 unchanged sentence
Duri ng the year ended December 31, 2025, we entered into and consummated sale-leaseback transactions with three unrelated third parties.
+Added: Under these transactions, we sold seven properties with a combined net book value of $ 239.5 million for an aggregate gross sales price of $ 249.9 million, of which $ 239.0 million was received in cash and $ 10.9 million was received in the form of non-cash consideration.
+Added: The non-cash consideration represented property conveyed to us by a buyer in lieu of cash, measured at $ 11.8 million fair value, net of $ 0.9 million of cash paid back to the buyer.
+Added: The aggregate gross sales price of $ 249.9 million was reduced by transaction costs of $ 1.3 million, resulting in a net aggregate sales price of $ 248.6 million.
+Added: The estimated fair value of the property sold was $ 253.6 million.
+Added: Of the $ 237.7 million net cash we received in connection with these sale-leaseback transactions, $ 227.4 million and $ 10.3 million is reported within investing activities and financing activities, respectively, on our consolidated statement of cash flows for the year ended December 31, 2025.
+Added: W e recognized a net gain of $ 12.8 million on these sale-leaseback transactions during the year ended December 31, 2025, which is included in Other operating expense in our consolidated statement of operations.
+Added: During the year ended December 31, 2024, we entered into and consummated sale-leaseback transactions with three unrelated third parties.
Under these transactions, we sold five properties for gross proceeds of $ 173.2 million, which was reduced by transaction costs of $ 1.2 million, for net cash proceeds of $ 172.0 million.
The estimated fair value of the property sold was $ 182.2 million.
−Removed: Accordingly, the aggregate cash sales price associated with these arrangements was increased by $ 9.0 million, of which $ 13.3 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, and $ 4.3 million was associated with properties in which the sales price was greater than the fair value of the properties sold, which was recognized as a reduction in the aggregate sales price associated with these properties and as financing obligations separate from the related operating lease liabilities.
−Removed: Proceeds from the financing obligations are reported within financing activities on our consolidated statement of cash flows.
−Removed: During the year ended December 31, 2024, we recognized a net gain of $ 19.8 million on sale-leaseback transactions.
−Removed: This gain is included in Other operating expense (income) in our consolidated statement of operations.
+Added: Of the $ 172.0 million net cash we received in connection with these sale-leaseback transactions, $ 167.7 million and $ 4.3 million is reported within investing activities and financing activities, respectively, on our consolidated statement of cash flows for the year ended December 31, 2024.
+Added: During the year ended December 31, 2024, we recognized a net gain of $ 19.8 million on sale-leaseback transactions, which is included in Other operating expense in our consolidated statement of operations.
During the year ended December 31, 2023, we entered into and consummated sale-leaseback transactions with unrelated third parties.
1 unchanged sentence
The estimated fair value of the property sold was $ 128.4 million.
−Removed: Accordingly, the aggregate sales price associated with these arrangements was increased by a total of $ 4.4 million, of which $ 5.9 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, and $ 1.5 million was associated with a property in which the sales price was greater than the fair value of the property sold, which was recognized as a reduction in the aggregate sales price associated with this property and as a financing obligation separate from the related operating lease liability.
−Removed: For cash flow purposes, the $ 1.5 million of proceeds we received from this financing obligation are reported within financing activities on our consolidated statement of cash flows.
−Removed: During the year ended December 31, 2023, we recognized a loss of $ 13.6 million on sale-leaseback transactions.
−Removed: T his loss is included in Other operating expense (income) in our consolidated statement of operations.
+Added: Of the $ 123.3 million net cash we received in connection with these sale-leaseback transactions, $ 121.8 million and $ 1.5 million is reported within investing activities and financing activities, respectively, on our consolidated statement of cash flows for the year ended December 31, 2023.
+Added: During the year ended December 31, 2023, we recognized a loss of $ 13.6 million on sale-leaseback transactions, which is included in Other operating expense in our consolidated statement of operations.
+Added: Related Party Sale-Leaseback Transactions and Leases
+Added: For information on sale-leaseback transactions with related parties, as well as other related party leases not associated with sale-leaseback transactions, see Note 14, Related Party Transactions.
LIFE TIME GROUP HOLDINGS, INC.
2 unchanged sentences
(Table amounts in thousands except per share data)
−Removed: During the year ended December 31, 2022, we entered into and consummated sale-leaseback transactions with unrelated third parties.
−Removed: Under these transactions, we sold nine properties for gross proceeds of $ 375.0 million, which was reduced by transaction costs of $ 1.8 million, for net cash proceeds of $ 373.2 million.
−Removed: The estimated fair value of the properties sold was $ 385.1 million.
−Removed: Accordingly, the aggregate sales price associated with these arrangements was increased by a total of $ 10.1 million, which resulted in the recognition of a gain of $ 97.5 million on these transactions.
−Removed: This gain is included in Other operating expense (income) in our consolidated statement of operations for the year ended December 31, 2022.
−Removed: Of the $ 10.1 million net sales price increase recognized in connection with these transactions, $ 31.5 million was associated with property sales in which the sales price was less than the fair value of the properties sold, which was recognized as an increase in the aggregate sales price associated with these properties and an increase in the related operating lease right-of-use assets, and $ 21.4 million was associated with property sales in which the sales price was greater than the fair value of the properties sold, which was recognized as a reduction in the aggregate sales price associated with these properties and as financing obligations separate from the related operating lease liabilities.
−Removed: For cash flow purposes, the $ 21.4 million of proceeds we received from these financing obligations during the year ended December 31, 2022 are reported within financing activities on our consolidated statement of cash flows.
−Removed: Related Party Sale-Leaseback Transactions and Leases
−Removed: For information on sale-leaseback transactions with related parties, as well as other related party leases not associated with sale-leaseback transactions, see Note 13, Related Party Transactions.
Operating and Finance Lease Right-of-Use Assets and Lease-Related Liabilities
25 unchanged sentences
(1) Finance lease right-of-use assets were reported net of accumulated amortization of $ 3.3 million and $ 1.2 million at December 31, 2025 and 2024, respectively.
−Removed: LIFE TIME GROUP HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Table amounts in thousands except per share data)
Remaining Lease Terms and Discount Rates
11 unchanged sentences
Rather, the weighted-average remaining lease term only includes periods covered by an option to extend a lease if we are reasonably certain to exercise that option.
+Added: LIFE TIME GROUP HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Table amounts in thousands except per share data)
Supplemental Cash Flow Information
22 unchanged sentences
14,000 13,350 5,900
+Added: Fair value of non-cash consideration received in connection with a sale-leaseback transaction 10,900 — —
Non-cash increase in financing obligations as a result of interest accretion
−Removed: LIFE TIME GROUP HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Table amounts in thousands except per share data)
Maturities of Operating Lease Liabilities, Finance Lease Liabilities and Financing Obligations
17 unchanged sentences
Accordingly, as of December 31, 2025 , we did not recognize any right-of-use assets or lease liabilities associated with these leased locations on our consolidated balance sheet.
−Removed: These arrangements contain undiscounted lease payments that are payable during the initial lease terms, which range from three to 25 years, totaling approximately $ 327.3 million.
+Added: These arrangements contain undiscounted lease payments that are payable during the initial lease terms, which range from seven to 20 years, totaling approximately $ 545.8 million.
+Added: LIFE TIME GROUP HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Table amounts in thousands except per share data)
Stockholders’ Equity
4 unchanged sentences
We used a portion of the net proceeds we received from the Offering to pay down $ 110.0 million of our former term loan facility on August 19, 2024 (see Note 9, Debt).
−Removed: Restricted Common Stock
−Removed: Conversion of Restricted Series A Preferred Stock Award to Restricted Common Stock
−Removed: During the second quarter of 2021, in lieu of the vast majority of cash compensation for our CEO for 2021, the Company granted an award of 0.5 million shares of restricted Series A convertible participating preferred stock (“Series A Preferred Stock”) to our CEO.
−Removed: Upon the consummation of the IPO, the 0.5 million then-outstanding shares of restricted Series A Preferred Stock automatically converted into 0.6 million shares of the Company’s restricted common stock, which then vested in April 2022.
−Removed: Share-Based Compensation Expense Associated with Restricted Common Stock
−Removed: Share-based compensation expense associated with the shares of restricted common stock that were issued upon the automatic conversion of the Series A Preferred Stock award for the year ended December 31, 2022 was $ 5.0 million, all of which is included in General, administrative and marketing in our consolidated statement of operations.
−Removed: These restricted common stock shares fully vested as of April 4, 2022 , and there is no unrecognized share-based compensation expense related to these shares.
−Removed: The fair value of the restricted common stock shares that vested during the year ended December 31, 2022 was approximately $ 8.9 million , which represents the fair value of the underlying shares measured as of the vesting date.
−Removed: LIFE TIME GROUP HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Table amounts in thousands except per share data)
Equity Incentive Plans
2 unchanged sentences
2015 Equity Incentive Plan (as amended, the “2015 Equity Plan”).
−Removed: During the year ended December 31, 2021, our board of directors and stockholders approved an amendment to the 2015 Equity Plan to increase the number of shares of our common stock reserved for issuance under the 2015 Equity Plan to approximately 30.6 million shares of our common stock.
−Removed: Effective with the IPO, no further grants have been or will be made under the 2015 Equity Plan.
+Added: Effective with our initial public offering (“IPO”) in October 2021, no further grants have been or will be made under the 2015 Equity Plan.
Approximately 1.0 million shares that were reserved and available for issuance under the 2015 Equity Plan are now available for issuance under the 2021 Equity Plan as detailed below.
3 unchanged sentences
provided, however, no more than 14.5 million shares may be issued upon the exercise of incentive stock options.
−Removed: Our board of directors determined that no additional shares would become available under the 2021 Equity Plan as of January 1, 2024 and January 1, 2023 pursuant to the evergreen feature described in part (ii) of the immediately preceding sentence.
+Added: Our board of directors determined that no additional shares would become available under the 2021 Equity Plan as of January 1, 2025, 2024 and 2023 pursuant to the evergreen feature described in part (ii) of the immediately preceding sentence.
Effective January 1, 2022, the number of shares of our common stock available for issuance under the 2021 Equity Plan increased by approximately 7.7 million shares pursuant to such evergreen feature.
−Removed: Additionally, the number of shares of our common stock available for issuance under the 2021 Equity Plan may increase with respect to awards under the 2015 Equity Plan which are forfeited or lapse unexercised and which following the effective date of the 2021 Equity Plan are not issued under such prior plan.
+Added: Additionally, the number of shares of our common stock available for issuance under the 2021 Equity Plan increases with respect to awards under the 2015 Equity Plan which are forfeited or lapse unexercised and which following the effective date of the 2021 Equity Plan are not issued under such prior plan.
The share reserve formula under the 2021 Equity Plan is intended to provide us with the continuing ability to grant equity awards to eligible employees, directors and consultants for the 10-year term of the 2021 Equity Plan.
7 unchanged sentences
provided that in no event will more than 29.0 million shares of our common stock be available for issuance under the Section 423 component of the ESPP.
−Removed: Our board of directors determined that no additional shares would become available under the ESPP as of January 1, 2024, January 1, 2023 and January 1, 2022 pursuant to the evergreen feature described in part (ii) of the immediately preceding sentence.
+Added: Our board of directors determined each year that no additional shares would become available under the ESPP pursuant to the evergreen feature described in part (ii) of the immediately preceding sentence.
Our board of directors or the compensation committee will have authority to interpret the terms of the ESPP and determine eligibility of participants.
−Removed: We launched the first offering period under the ESPP on December 1, 2022.
−Removed: The ESPP permits participants to purchase common stock through payroll deductions of up to 15 % of their eligible compensation, which includes a participant’s gross base compensation for services to us.
−Removed: On the first trading day of each offering period, each participant is automatically granted an option to purchase shares of our common stock.
−Removed: The purchase option expires at the end of the applicable offering period and will be exercised on each purchase date during such offering period to the extent of the payroll deductions accumulated during the offering period.
−Removed: We have consecutive offering periods of approximately six months in length commencing on each June 1
LIFE TIME GROUP HOLDINGS, INC.
2 unchanged sentences
(Table amounts in thousands except per share data)
−Removed: and December 1 during the term of the ESPP.
+Added: We launched the first offering period under the ESPP on December 1, 2022.
+Added: The ESPP permits participants to purchase common stock through payroll deductions of up to 15 % of their eligible compensation, which includes a participant’s gross base compensation for services to us.
+Added: On the first trading day of each offering period, each participant is automatically granted an option to purchase shares of our common stock.
+Added: The purchase option expires at the end of the applicable offering period and will be exercised on each purchase date during such offering period to the extent of the payroll deductions accumulated during the offering period.
+Added: We have consecutive offering periods of approximately six months in length commencing on each January 1 and July 1 during the term of the ESPP.
The purchase price for a share of our common stock is 90 % of the fair market value of a share on the enrollment date for such offering period or on the purchase date, whichever is lower, and subject to adjustment by our board of directors or compensation committee.
2 unchanged sentences
Participation ends automatically upon a participant’s termination of employment.
−Removed: During the year ended December 31, 2024 and 2023 , 0.2 million and 0.3 million shares, respectively, were issued under the ESPP.
+Added: During the year ended December 31, 2025, 2024 and 2023, 0.2 million, 0.2 million and 0.3 million shares, respectively, were issued under the ESPP.
We recognized $ 1.0 million, $ 0.7 million and $ 1.2 million of share-based compensation expense for the discount received by participants during the years ended December 31, 2025, 2024 and 2023 , respectively, all of which is included in General, administrative and marketing in our consolidated statements of operations.
−Removed: As of December 31, 2024, unrecognized share-based compensation expense was approximately $ 0.3 million, which is expected to be recognized over a weighted average remaining period of 0.4 years.
+Added: As of December 31, 2025, there was no unrecognized share-based compensation expense associated with the ESPP.
+Added: Restricted Stock Units
+Added: Restricted Stock Unit Activity
+Added: Activity associated with restricted stock units during the year ended December 31, 2025 is as follows:
+Added: Restricted Stock Units
+Added: Shares Weighted Average Grant Date Fair Value
+Added: Nonvested at December 31, 2024
+Added: 3,145 $ 14.95
+Added: ( 1,628 ) 14.83
+Added: Nonvested at December 31, 2025
+Added: 2,716 $ 20.90
+Added: Restricted Stock Units Granted
+Added: During the year ended December 31, 2025, the Company granted approximately 1.3 million restricted stock unit awards under the 2021 Equity 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 program, in each case subject to continuous employment or service from the grant date through the applicable vesting date unless otherwise agreed with the award recipient .
+Added: 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.
+Added: During the year ended December 31, 2024 , the Company granted approximatel y 1.9 million restricted stock unit awards under the 2021 Equity Plan, of which approximately 1.2 million were time-based vesting awards that vest in three ratable annual installments, approximately 0.5 million were performance-based vesting awards granted to our executives in connection with our short-term incentive compensation program that have now vested and less than 0.2 million vest in ratable annual installments ranging from one to four years , in each case subject to continuous employment or service from the grant date through the applicable vesting date unless otherwise agreed with the award recipient.
+Added: The weighted average grant date fair value associated with the approximately 1.9 million restricted stock unit awards granted during the year ended December 31, 2024 was $ 14.13 .
+Added: LIFE TIME GROUP HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Table amounts in thousands except per share data)
+Added: During the year ended December 31, 2023 , the Company granted approximately 1.1 million restricted stock unit awards under the 2021 Equity Plan, of which approximately 0.4 million were time-based vesting awards, approximately 0.4 million were time-based vesting awards with a performance qualifier and approximately 0.3 million were performance-based vesting awards granted to our executives in connection with our short-term incentive compensation program.
+Added: Of the 1.1 million r estricted stock unit awards that were granted during the year ended December 31, 2023, approximately 0.8 million vest in four ratable annual installments (subject to meeting a performance qualifier for approximately 0.4 million of such awards, which performance qualifier was met), approximately 0.3 million v ested based on meeting certain performance metrics under our short-term incentive compensation plan with performance above the target metric resulting in the issuance of additional fully-vested shares of our common stock as detailed under “—Other Share-Based Payment Awards” below and less than 0.1 million vest in two ratable annual installment, in each case subject to continuous employment or service from the grant date through the applicable vesting date unless otherwise agreed with the award recipient.
+Added: The weighted average grant date fair value associated with the approximately 1.1 million restricted stock unit awards granted during the year ended December 31, 2023 was $ 17.41 .
+Added: Fair Value of Vested Restricted Stock Units
+Added: The total fair value of restricted stock units that vested during the years ended December 31, 2025, 2024 and 2023 was approximately $ 47.8 million , $ 17.9 million and $ 10.2 million respectively, which represents the aggregate of the fair value of the each of the underlying shares measured as of the vesting date.
+Added: Share-Based Compensation Expense Assoc iated with Restricted Stock Units
+Added: Share-based compensation expense associated with restricted stock units for the year ended December 31, 2025 was $ 30.6 million, of which $ 4.4 million, $ 25.3 million and $ 0.9 million is included in Center operations, General, administrative and marketing and Other operating expense, respectively, in our consolidated statement of operations.
+Added: Share-based compensation expense associated with restricted stock units for the year ended December 31, 2024 was $ 24.1 million, of which $ 2.9 million, $ 20.4 million and $ 0.8 million is included in Center operations, General, administrative and marketing and Other operating expense, respectively, in our consolidated statement of operations.
+Added: Share-based compensation expense associated with restricted stock units for the year ended December 31, 2023 was $ 18.1 million, of which $ 2.1 million, $ 15.5 million and $ 0.5 million is included in Center operations, General, administrative and marketing and Other operating expense, respectively, in our consolidated statement of operations.
+Added: As of December 31, 2025, unrecognized share-based compensation expense related to restricted stock units was approximately $ 30.2 million, which is expected to be recognized over a weighted average remaining period of 1.8 years.
+Added: Performance Stock Units
+Added: Performance Stock Unit Activity
+Added: Activity associated with performance stock units during the year ended December 31, 2025 is as follows:
+Added: Performance Stock Units
+Added: Shares Weighted Average Grant Date Fair Value
+Added: Nonvested at December 31, 2024
+Added: Nonvested at December 31, 2025
+Added: Performance Stock Units Granted
+Added: During the year ended December 31, 2025, the Company granted approximately 0.3 million three-year performance stock unit awards under the 2021 Equity Plan, all of which were granted to our executives in connection with our long-term incentive compensation program.
+Added: 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.
+Added: We determine the grant date fair value of performance stock unit awards by multiplying the number of performance stock unit awards by the closing trading price of our common stock on the grant date.
+Added: LIFE TIME GROUP HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Table amounts in thousands except per share data)
+Added: During the year ended December 31, 2024 , the Company granted approximately 0.5 million three-year performance stock unit awards under the 2021 Equity Plan, all of which were granted to our executives in connection with our long-term incentive compensation program.
+Added: Approximately 0.3 million of 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 and approximately 0.2 million of the performance stock unit awards are based on our leverage ratio at the end of each year with one-third vesting each year dependent on achieving the leverage ratio target for such year.
+Added: The weighted average grant date fair value associated with the approximately 0.5 million performance stock unit awards granted during the year ended December 31, 2024 was $ 13.28 .
+Added: Share-Based Compensation Expense Assoc iated with Performance Stock Units
+Added: Share-based compensation expense associated with performance stock units for the year ended December 31, 2025 and 2024 was $ 8.8 million and $ 4.4 million, respectively, all of which is included in General, administrative and marketing in our consolidated statements of operations.
+Added: No share-based compensation expense associated with performance stock units was recognized during the year ended December 31, 2023 .
+Added: As of December 31, 2025, unrecognized share-based compensation expense related to performance stock units was approximately $ 14.7 million, which is expected to be recognized over a weighted average remaining period of 1.9 years.
Stock Options
8 unchanged sentences
Forfeited or cancelled
−Removed: ( 175 ) 17.03
Outstanding at December 31, 2025
3 unchanged sentences
Options Granted
−Removed: The Company did no t grant any stock option awards during the year ended December 31, 2024.
−Removed: During the years ended December 31, 2023 and 2022, the Company granted approximately 1.4 million and 1.1 million stock option awards, respectively, under the 2021 Equity Plan.
+Added: The Company did no t grant any stock option awards during the years ended December 31, 2025 and 2024 .
+Added: During the year ended December 31, 2023 , the Company granted approximately 1.4 million stock option awards under the 2021 Equity Plan.
These options have a 10-year contractual term from the date of grant and vest in four ratable annual installments on each of the first four anniversaries of the grant date, subject to continuous employment or service from the grant date through the applicable vesting date unless otherwise agreed with the award recipient.
2 unchanged sentences
The total intrinsic value of stock options exercised during the years ended December 31, 2025, 2024 and 2023 was approximately $ 265.8 million , $ 25.0 million and $ 12.2 million, respectively.
−Removed: In connection with these stock option exercises, we recognized an aggregate income tax benefit of approximately $ 1.9 million, $ 2.2 million and $ 0.3 million during the years ended December 31, 2024, 2023 and 2022 , respectively .
−Removed: Fair Value of Stock Option Awards Granted
−Removed: The fair value of the options granted during the years ended December 31, 2023 and 2022 was calculated using the Black-Scholes option pricing model.
−Removed: The following weighted average assumptions were used in determining the fair value of stock options granted:
+Added: In connection with the stock option exercises during the year ended December 31, 2025 , including a significant exercise by our Chief Executive Officer of stock options that were set to expire in 2025, we recognized an aggregate income tax benefit of approximately $ 15.5 million.
+Added: In connection with the stock option exercises during the year ended December 31, 2024 and 2023, we recognized an aggregate income tax deficiency of approximately $ 1.9 million and $ 2.2 million, respectively.
LIFE TIME GROUP HOLDINGS, INC.
2 unchanged sentences
(Table amounts in thousands except per share data)
+Added: Fair Value of Stock Option Awards Granted
+Added: The fair value of the options granted during the year ended December 31, 2023 was calculated using the Black-Scholes option pricing model.
+Added: The following weighted average assumptions were used in determining the fair value of stock options granted:
Year Ended December 31,
Dividend yield
−Removed: 0.00 % 0.00 %
Risk-free interest rate (1)
−Removed: 3.88 % 2.24 %
Expected volatility (2)
−Removed: 52.50 % 55.00 %
Expected term of options (in years) (3)
−Removed: $ 9.63 $ 7.34
(1) The risk-free rate is based on the U.S.
3 unchanged sentences
Share-Based Compensation Expense Associated with Stock Options
−Removed: Share-based compensation expense associated with stock options for the year ended December 31, 2024 was $ 7.5 million, of which $ 0.2 million, $ 7.1 million and $ 0.2 million is included in Center operations, General, administrative and marketing and Other operating expense (income), respectively, in our consolidated statement of operations.
−Removed: Share-based compensation expense associated with stock options for the year ended December 31, 2023 was $ 11.8 million, of which $ 0.5 million, $ 11.0 million and $ 0.3 million is included in Center operations, General, administrative and marketing and Other operating expense (income), respectively, in our consolidated statement of operations.
−Removed: Share-based compensation expense associated with stock options for the year ended December 31, 2022 was $ 19.8 million, of which $ 1.4 million, $ 17.8 million and $ 0.5 million is included in Center operations, General, administrative and marketing and Other operating expense (income), respectively, in our consolidated statement of operations.
+Added: Share-based compensation expense associated with stock options for the year ended December 31, 2025 was $ 5.7 million, of which $ 0.7 million, $ 4.9 million and $ 0.1 million is included in Center operations, General, administrative and marketing and Other operating expense, respectively, in our consolidated statement of operations.
+Added: Share-based compensation expense associated with stock options for the year ended December 31, 2024 was $ 7.5 million, of which $ 0.2 million, $ 7.1 million and $ 0.2 million is included in Center operations, General, administrative and marketing and Other operating expense, respectively, in our consolidated statement of operations.
+Added: Share-based compensation expense associated with stock options for the year ended December 31, 2023 was $ 11.8 million, of which $ 0.5 million, $ 11.0 million and $ 0.3 million is included in Center operations, General, administrative and marketing and Other operating expense, respectively, in our consolidated statement of operations.
As of December 31, 2025, unrecognized share-based compensation expense related to stock options was approximately $ 3.8 million, which is expected to be recognized over a weighted average remaining period of 1.1 years.
−Removed: Restricted Stock Units
−Removed: Restricted Stock Unit Activity
−Removed: Activity associated with restricted stock units during the year ended December 31, 2024 is as follows:
−Removed: Restricted Stock Units
−Removed: Shares Weighted Average Grant Date Fair Value
−Removed: Nonvested at December 31, 2023
−Removed: 2,470 $ 16.30
−Removed: ( 1,062 ) 16.47
−Removed: ( 123 ) 16.47
−Removed: Nonvested at December 31, 2024
−Removed: 3,145 $ 14.95
−Removed: Restricted Stock Units Granted
−Removed: During the year ended December 31, 2024, the Company granted approximately 1.9 million restricted stock unit awards under the 2021 Equity Plan, of which approximately 1.2 million were time-based vesting awards that vest in three ratable annual installments, approximately 0.5 million were performance-based vesting awards granted to our executives in connection with our short-term incentive compensation program and less than 0.2 million vest in ratable annual installments ranging from one to four years , in each case subject to continuous employment or service from the grant date through the applicable vesting date unless otherwise agreed with the award recipient .
−Removed: 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.
−Removed: LIFE TIME GROUP HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Table amounts in thousands except per share data)
−Removed: During the year ended December 31, 2023 , the Company granted approximatel y 1.1 million restricted stock unit awards under the 2021 Equity Plan, of which approximately 0.4 million were time-based vesting awards, approximately 0.4 million were time-based vesting awards with a performance qualifier and approximately 0.3 million were performance-based vesting awards granted to our executives in connection with our short-term incentive compensation program.
−Removed: Of the 1.1 million restricted stock unit awards that were granted during the year ended December 31, 2023 , a pproximately 0.8 million vest in four ratable annual installments (subject to meeting a performance qualifier for approximately 0.4 million of such awards, which performance qualifier was met), approximately 0.3 million vested based on meeting certain performance metrics under our short-term incentive compensation plan with performance above the target metric resulting in the issuance of additional fully-vested shares of our common stock as detailed under “—Other Share-Based Payment Awards” below and less than 0.1 million vest in two ratable annual installments, in each case subject to continuous employment or service from the grant date through the applicable vesting date unless otherwise agreed with the award recipient.
−Removed: The weighted average grant date fair value associated with the approximately 1.1 million restricted stock unit awards granted during the year ended December 31, 2023 was $ 17.41 .
−Removed: During the year ended December 31, 2022 , the Company granted approximately 1.7 million restricted stock unit awards under the 2021 Equity Plan, of which approximately 1.4 million were time-based vesting awards and approximately 0.3 million were time-based vesting awards with a performance qualifier.
−Removed: Of the 1.7 million r estricted stock unit awards that were granted during the year ended December 31, 2022, approximately 1.6 million vest in four ratable annual installments (subject to meeting a performance qualifier for approximately 0.3 million of such awards, which performance qualifier was not met), approximately 0.1 million v est in two ratable annual installments and less than 0.1 million vest in approximately one annual installment, in each case subject to continuous employment or service from the grant date through the applicable vesting date unless otherwise agreed with the award recipient.
−Removed: The majority of the awards that vest in two ratable annual installments were granted to certain executives and non-executives as part of their incentive compensation for 2021, which had been recognized as an accrued compensation liability at December 31, 2021.
−Removed: The fair value of these restricted stock unit awards was approximately $ 0.6 million.
−Removed: Accordingly, effective with the grant date associated with these restricted stock units, we recognized a $ 0.6 million decrease in Accrued expenses and other current liabilities and a $ 0.6 million increase in Additional paid-in capital on our consolidated balance sheets .
−Removed: The weighted average grant date fair value associated with the approximately 1.7 million restricted stock unit awards granted during the year ended December 31, 2022 was $ 14.26 .
−Removed: Fair Value of Vested Restricted Stock Units
−Removed: The total fair value of restricted stock units that vested during the years ended December 31, 2024, 2023 and 2022 was approximately $ 17.9 million , $ 10.2 million and $ 12.2 million respectively, which represents the aggregate of the fair value of the each of the underlying shares measured as of the vesting date.
−Removed: Share-Based Compensation Expense Assoc iated with Restricted Stock Units
−Removed: Share-based compensation expense associated with restricted stock units for the year ended December 31, 2024 was $ 24.1 million, of which $ 2.9 million, $ 20.4 million and $ 0.8 million is included in Center operations, General, administrative and marketing and Other operating expense (income), respectively, in our consolidated statement of operations.
−Removed: Share-based compensation expense associated with restricted stock units for the year ended December 31, 2023 was $ 18.1 million, of which $ 2.1 million, $ 15.5 million and $ 0.5 million is included in Center operations, General, administrative and marketing and Other operating expense (income), respectively, in our consolidated statement of operations.
−Removed: Share-based compensation expense associated with restricted stock units for the year ended December 31, 2022 was $ 12.4 million, of which $ 1.4 million, $ 10.6 million and $ 0.4 million is included in Center operations, General, administrative and marketing and Other operating expense (income), respectively, in our consolidated statement of operations.
−Removed: As of December 31, 2024, unrecognized share-based compensation expense related to restricted stock units was approximately $ 26.9 million, which is expected to be recognized over a weighted average remaining period of 2.0 years .
+Added: Other Share-Based Payment Awards
+Added: 2025 Short-Term Incentive Program
+Added: During the year ended December 31, 2025 , the Company adopted a short-term incentive compensation program for eligible team members who are not executive officers.
+Added: Pursuant to this program, awards will be paid out in cash and/or through the issuance of fully-vested shares of the Company’s common stock at or around the time of determining the Company’s performance under such program in early 2026 if the Company’s performance exceeds the tranche one performance metric.
+Added: As of December 31, 2025, we expect that approximately 42% of the dollar value of these awards will be settled in fully-vested shares of the Company’s common stock and the other 58% of these awards will be settled in cash.
+Added: As it relates to the portion of these awards we expect to settle in fully-vested shares of the Company’s common stock, we are accounting for the potential issuance of these shares of common stock as share-based payment awards granted under this program.
+Added: Share-based compensation expense associated with the portion of these awards that we expect to settle in shares of the Company’s common stock for the year ended December 31, 2025 was $ 6.3 million, of which $ 5.8 million and $ 0.5 million is included in General, administrative and marketing and Other operating expense, respectively, in our consolidated statement of operations.
+Added: 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.
+Added: Accordingly, the offset to the share-based compensation expense we have recognized in connection with these awards during the year ended December 31, 2025 is included in Accrued expenses and other current liabilities on our consolidated balance sheet at December 31, 2025 .
LIFE TIME GROUP HOLDINGS, INC.
2 unchanged sentences
(Table amounts in thousands except per share data)
−Removed: Performance Stock Units
−Removed: Performance Stock Unit Activity
−Removed: Activity associated with performance stock units during the year ended December 31, 2024 is as follows:
−Removed: Performance Stock Units
−Removed: Shares Weighted Average Grant Date Fair Value
−Removed: Nonvested at December 31, 2023
−Removed: Nonvested at December 31, 2024
−Removed: Performance Stock Units Granted
−Removed: During the year ended December 31, 2024, the Company granted approximately 0.5 million three-year performance stock unit awards under the 2021 Equity Plan, all of which were granted to our executives in connection with our long-term incentive compensation program.
−Removed: Approximately 0.3 million of 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 and approximately 0.2 million of the performance stock unit awards are based on our leverage ratio at the end of each year with one-third vesting each year dependent on achieving the leverage ratio target for such year.
−Removed: We determine the grant date fair value of performance stock unit awards by multiplying the number of performance stock unit awards by the closing trading price of our common stock on the grant date.
−Removed: Share-Based Compensation Expense Assoc iated with Performance Stock Units
−Removed: Share-based compensation expense associated with performance stock units for the year ended December 31, 2024 was $ 4.4 million, all of which is included in General, administrative and marketing in our consolidated statement of operations.
−Removed: No share-based compensation expense associated with performance stock units was recognized during the years ended December 31, 2023 and 2022.
−Removed: As of December 31, 2024, unrecognized share-based compensation expense related to performance stock units was approximately $ 9.0 million, which is expected to be recognized over a weighted average remaining period of 2.1 years .
−Removed: Other Share-Based Payment Awards
2024 Short-Term Incentive Program
During the year ended December 31, 2024, the Company adopted a short-term incentive compensation program for team members who are not executive officers, pursuant to which fully-vested shares of the Company’s common stock would be issued at or around the time of determining the Company’s performance under such program in early 2025 if the Company’s performance exceeded the tranche one performance metric.
−Removed: We account for the potential issuance of these shares of common stock as share-based payment awards granted under this program.
−Removed: Share-based compensation expense associated with these awards for the year ended December 31, 2024 was $ 14.6 million, of which $ 0.1 million, $ 13.0 million, and $ 1.5 million is included in Center operations, General, administrative and marketing and Other operating expense (income), respectively, in our consolidated statement of operations.
−Removed: 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 awards.
−Removed: Accordingly, the offset to the $ 14.6 million of share-based compensation expense we have recognized in connection with these awards during the year ended December 31, 2024 is included in Accrued expenses and other current liabilities on our consolidated balance sheet.
+Added: We accounted for the potential issuance of these shares of common stock as share-based payment awards granted under this program.
+Added: Share-based compensation expense associated with these awards for the year ended December 31, 2025 was $( 0.6 ) million, all of which is included in General, administrative and marketing in our consolidated statement of operations.
+Added: Share-based compensation expense associated with these awards for the year ended December 31, 2024 was $ 14.6 million, of which $ 0.1 million, $ 13.0 million, and $ 1.5 million is included in Center operations, General, administrative and marketing and Other operating expense, respectively, in our consolidated statement of operations.
+Added: Because the incentive compensation associated with these awards represented a fixed dollar amount that settled in a variable number of shares of the Company’s common stock, we accounted for these awards as liability-classified share-based payment awards.
+Added: Accordingly, the offset to the share-based compensation expense we recognized in connection with these awards during the year ended December 31, 2024 is included in Accrued expenses and other current liabilities on our consolidated balance sheet at December 31, 2024.
+Added: 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.
+Added: 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 consolidated balance sheet during the year ended December 31, 2025 .
2023 Short-Term Incentive Program
−Removed: During the year ended December 31, 2023, the Company adopted a short-term incentive compensation program pursuant to which fully-vested shares of the Company’s common stock would be issued at or around the time of determining the Company’s performance under such program in early 2024 if the Company’s performance exceeded the target performance
+Added: During the year ended December 31, 2023 , the Company adopted a short-term incentive compensation program pursuant to which fully-vested shares of the Company’s common stock would be issued at or around the time of determining the Company’s performance under such program in early 2024 if the Company’s performance exceeded the target performance metric for executives and if the Company’s performance exceeded the threshold performance metric for non-executives.
+Added: We accounted for the potential issuance of these shares of common stock as share-based payment awards granted under this program.
+Added: Share-based compensation expense associated with these awards for the year ended December 31, 2024 was $( 0.2 ) million, of which $ 0.1 million and $( 0.3 ) million is included in General, administrative and marketing and Other operating expense, respectively, in our consolidated statement of operations.
+Added: Share-based compensation expense associated with these awards for the year ended December 31, 2023 was $ 19.0 million, of which $ 17.1 million and $ 1.9 million is included in General, administrative and marketing and Other operating expense, respectively, in our consolidated statement of operations.
+Added: Because the incentive compensation associated with these awards represented a fixed dollar amount that settled in a variable number of shares of the Company’s common stock, we accounted for these awards as liability-classified awards.
+Added: In February 2024, our board of directors determined that our 2023 performance exceeded the maximum performance metric under our 2023 short-term incentive compensation program and issued corresponding shares of common stock to our eligible employees.
+Added: Effective as of the determination date, the $ 18.1 million then-outstanding liability we had recognized in connection with these 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 consolidated balance sheet.
LIFE TIME GROUP HOLDINGS, INC.
2 unchanged sentences
(Table amounts in thousands except per share data)
−Removed: metric for executives and if the Company’s performance exceeded the threshold performance metric for non-executives.
−Removed: We accounted for the potential issuance of these shares of common stock as share-based payment awards granted under this program.
−Removed: Share-based compensation expense associated with these awards for the year ended December 31, 2024 was $( 0.2 ) million, of which $ 0.1 million and $( 0.3 ) million is included in General, administrative and marketing and Other operating expense (income), respectively, in our consolidated statement of operations.
−Removed: Share-based compensation expense associated with these awards for the year ended December 31, 2023 was $ 19.0 million, of which $ 17.1 million and $ 1.9 million is included in General, administrative and marketing and Other operating expense (income), respectively, in our consolidated statement of operations.
−Removed: 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 accounted for these awards as liability-classified awards.
−Removed: Accordingly, the offset to the $ 19.0 million of share-based compensation expense we recognized in connection with these awards during the year ended December 31, 2023 is included in Accrued expenses and other current liabilities on our consolidated balance sheet.
−Removed: In February 2024, our board of directors determined that our 2023 performance exceeded the maximum performance metric under the 2023 short-term incentive compensation program and issued corresponding shares of common stock to our employees.
−Removed: Effective as of the determination date, the $ 18.1 million then-outstanding liability we had recognized in connection with these 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 consolidated balance sheet.
−Removed: Income (Loss) Per Share
−Removed: For the year ended December 31, 2024, o ur potentially dilutive securities included stock options, restricted stock units, performance stock units, shares to be issued under our ESPP and contingently issuable shares related to our short-term incentive compensation program.
+Added: Accumulated Other Comprehensive Loss
+Added: Changes in the AOCL balances for the years ended December 31, 2025, 2024 and 2023 were as follows (all amounts are reported net of tax):
+Added: Foreign Currency Translation Adjustments Unrealized Loss on Derivative Instruments Total
+Added: AOCL balance at December 31, 2022 $ ( 9,222 ) $ — $ ( 9,222 )
+Added: Other comprehensive income before reclassifications 2,297 — 2,297
+Added: Amounts reclassified from AOCL to earnings — — —
+Added: AOCL balance at December 31, 2023 ( 6,925 ) — ( 6,925 )
+Added: Other comprehensive loss before reclassifications ( 5,872 ) — ( 5,872 )
+Added: Amounts reclassified from AOCL to earnings — — —
+Added: AOCL balance at December 31, 2024 ( 12,797 ) — ( 12,797 )
+Added: Other comprehensive income before reclassifications 2,720 2,414 5,134
+Added: Amounts reclassified from AOCL to earnings — ( 4,467 ) ( 4,467 )
+Added: AOCL balance at December 31, 2025 $ ( 10,077 ) $ ( 2,053 ) $ ( 12,130 )
+Added: Income Per Share
+Added: For the years ended December 31, 2025 and December 31, 2024, o ur potentially dilutive securities included stock options, restricted stock units, performance stock units, shares to be issued under our ESPP and contingently issuable shares related to our short-term incentive compensation program.
For the year ended December 31, 2023, o ur potentially dilutive securities included stock options, restricted stock units, shares to be issued under our ESPP and contingently issuable shares related to our short-term incentive compensation program.
−Removed: For the year ended December 31, 2022, o ur potentially dilutive securities included stock options, restricted stock units and shares to be issued under our ESPP.
−Removed: Due to the net loss that we recognized during the year ended December 31, 2022, the potentially dilutive shares of common stock associated with these equity-based securities were determined to be antidilutive and, therefore, are excluded from the computation of diluted loss per share for the year ended December 31, 2022.
−Removed: The following table sets forth the calculation of basic and diluted income (loss) per share for the years ended December 31, 2024, 2023 and 2022:
+Added: The following table sets forth the calculation of basic and diluted income per share for the years ended December 31, 2025, 2024 and 2023:
Year Ended December 31,
2025 2024 2023
−Removed: Net income (loss)
$ 373,671 $ 156,240 $ 76,063
3 unchanged sentences
Weighted-average common shares outstanding – diluted 225,495 211,164 204,005
−Removed: Income (loss) per common share – basic $ 0.77 $ 0.39 $ ( 0.01 )
−Removed: Income (loss) per common share – diluted
−Removed: $ 0.74 $ 0.37 $ ( 0.01 )
+Added: Income per common share – basic $ 1.71 $ 0.77 $ 0.39
+Added: Income per common share – diluted $ 1.66 $ 0.74 $ 0.37
LIFE TIME GROUP HOLDINGS, INC.
2 unchanged sentences
(Table amounts in thousands except per share data)
−Removed: The following is a summary of potential shares of common stock that were excluded from the computation of diluted income (loss) per share for the years ended December 31, 2024, 2023 and 2022 :
+Added: The following is a summary of potential shares of common stock that were antidilutive and excluded from the weighted average share computations for the years ended December 31, 2025, 2024 and 2023 :
Year Ended December 31,
3 unchanged sentences
ESPP shares — 84 —
−Removed: Potential common shares excluded from diluted income (loss) per share 1,512 6,669 27,549
+Added: Potential common shares excluded from the weighted average share calculation 383 1,512 6,669
For more information regarding stock options, restricted stock units and ESPP shares, see Note 11 , Stockholders’ Equity.
7 unchanged sentences
Zurich American Insurance Company
−Removed: 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.
+Added: 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 (the “District Court”) (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.
1 unchanged sentence
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.
−Removed: The Life Time Parties have appealed from that judgment to the Minnesota Court of Appeals.
−Removed: The Action is subject to many uncertainties, and the outcome of the matter is not predictable with any assurance.
+Added: The Life Time Parties appealed from that judgment to the Minnesota Court of Appeals (the “Court of Appeals”).
+Added: 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 the Life Time Parties’ losses under the property/business interruption policy, and not the pandemic.
+Added: The Court of Appeals concluded that the 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 during that time.
+Added: The Court of Appeals remanded the Action to the District Court for further proceedings.
+Added: On September 8, 2025, Zurich petitioned the Minnesota Supreme Court for review of the decision of the Court of Appeals.
+Added: On September 30, 2025, the Life Time Parties filed an opposition to Zurich’s petition for review.
+Added: On October 29, 2025, the Minnesota Supreme Court denied Zurich’s petition for review.
+Added: In November 2025, Zurich paid ap proximately $ 40 million to Life Time in partial satisfaction of Life Time’s legal claims in this Action, which is included in Other income in our consolidated statement of operations for the year ended December 31, 2025.
+Added: This payment represents up to $ 1.0 million plus interest for 26 occurrences of 29 total occurrences found by the Court of Appeals in its order dated August 11, 2025.
+Added: The Ac tion will be remanded to the District Court for further proceedings.
+Added: 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.
−Removed: We establish reserves for matters that are probable and estimable in amounts we believe are adequate to cover reasonable adverse judgments.
−Removed: 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.
−Removed: Such matters are subject to many uncertainties, and the outcomes of individual matters are not predictable with assurance.
−Removed: 401(k) Savings and Investment Plan
−Removed: We offer a 401(k) savings and investment plan (the “401(k) Plan”) to substantially all full-time employees who are at least 21 years of age.
−Removed: The cost associated with the Company’s discretionary contributions to the 401(k) Plan during the years ended December 31, 2024, 2023 and 2022 was no t material.
+Added: We establish reserves for matters that are probable and estimable in amounts we believe are
LIFE TIME GROUP HOLDINGS, INC.
2 unchanged sentences
(Table amounts in thousands except per share data)
+Added: adequate to cover reasonable adverse judgments.
+Added: 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.
+Added: Such matters are subject to many uncertainties, and the outcomes of individual matters are not predictable with assurance.
+Added: 401(k) Savings and Investment Plan
+Added: We offer a 401(k) savings and investment plan (the “401(k) Plan”) to substantially all full-time employees who are at least 21 years of age.
+Added: The cost associated with the Company’s discretionary contributions to the 401(k) Plan was $ 8.9 million for the year ended December 31, 2025 and was no t material for the years ended December 31, 2024 and 2023 .
Letters of Credit and Posted Bonds
5 unchanged sentences
Related Party Leases
−Removed: We entered into and consummated a sale-leaseback transaction involving one property with a related party during the year ended December 31, 2024 .
We did not enter into any new related party leases, including related party sale-leaseback arrangements, during the years ended December 31, 2025 or 2023 .
+Added: We entered into and consummated a sale-leaseback transaction involving one property with a related party during the year ended December 31, 2024.
Sale-Leaseback Transactions
During the year ended December 31, 2024 , we entered into and consummated a sale-leaseback transaction involving one property with a third party in which our CEO and a member of our board of directors own a minority interest.
−Removed: Under this transaction, we sold one property for gross proceeds of $ 40.0 million, which was reduced by transaction costs of $ 0.3 million, for net cash proceeds of $ 39.7 million.
+Added: Under this transaction, we sold one property for gross proceeds of $ 40.0 million, which was reduced by transaction costs of $ 0.3 million, for net cash proceeds of $ 39.7 million, which is reported within investing activities on our consolidated statement of cash flows for the year ended December 31, 2024.
The estimated fair value of the property sold was $ 40.3 million.
−Removed: During the year ended December 31, 2024, we recognized a loss of $ 17.2 million on this sale-leaseback transaction, which is included in Other operating income (expense) in our consolidated statement of operations.
+Added: During the year ended December 31, 2024 , we recognized a loss of $ 17.2 million on this sale-leaseback transaction, which is included in Other operating expense in our consolidated statement of operations.
The right-of-use asset and lease liability recognized in connection with this sale-leaseback transaction was $ 25.1 million and $ 24.9 million, respectively.
−Removed: During the year ended December 31, 2024, we paid rent associated with this lease of $ 0.8 million and rent expense associated with this lease was $ 1.2 million.
+Added: During the year ended December 31, 2025 and 2024, we paid rent associated with this lease of $ 2.9 million and $ 0.8 million, respectively, and rent expense associated with this lease was $ 3.5 million and $ 1.2 million, respectively.
During the year ended December 31, 2020, we consummated a sale-leaseback transaction involving one property with a subsidiary of a limited liability company jointly owned by our CEO, a former executive of the Company, and another member of our board of directors, among other investors (“LTRE”).
4 unchanged sentences
During the years ended December 31, 2025, 2024 and 2023, we paid rent associated with this lease of $ 1.3 million, $ 1.3 million and $ 1.3 million, respectively, and rent expense associated with this lease was $ 1.4 million, $ 1.4 million and $ 1.4 million, respectively.
+Added: LIFE TIME GROUP HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Table amounts in thousands except per share data)
During the year ended December 31, 2017, we entered into sale-leaseback transactions involving two properties with a limited liability company that is a related party to one of our existing stockholders.
4 unchanged sentences
On September 29, 2020, our CEO contributed his ownership of our center in Woodbury, Minnesota to LTRE.
−Removed: Following this contribution, we terminated our existing lease with the entities owned by our CEO and
−Removed: LIFE TIME GROUP HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Table amounts in thousands except per share data)
−Removed: entered into a new lease for the Woodbury center with subsidiaries of LTRE.
+Added: Following this contribution, we terminated our existing lease with the entities owned by our CEO and entered into a new lease for the Woodbury center with subsidiaries of LTRE.
We are currently accounting for the new Woodbury lease as an operating lease.
3 unchanged sentences
During the years ended December 31, 2025 , 2024 and 2023, we paid rent associated with this lease of $ 1.0 million, $ 1.0 million and $ 0.9 million, respectively, and rent expense associated with this lease was $ 1.0 million, $ 1.0 million and $ 0.9 million, respectively.
−Removed: Life Time, Inc.
−Removed: and an entity owned by our former President and Chief Financial Officer, Mr.
−Removed: Thomas Bergmann, jointly owned an aircraft.
−Removed: In connection with his retirement from the Company effective December 30, 2022, Life Time, Inc.
−Removed: Bergmann’s 50 % interest in this aircraft in October 2022 for approximately $ 1.8 million.
−Removed: During this joint ownership, Life Time, Inc.
−Removed: Bergmann’s entity had entered into certain co-ownership, maintenance and personnel agreements under which the entity owned by Mr.
−Removed: Bergmann contributed approximately $ 0.1 million per year to an operations fund for the fixed costs for the aircraft.
−Removed: Life Time, Inc.
−Removed: and the entity owned by Mr.
−Removed: Bergmann paid for the costs associated with their respective trips during the time of joint ownership.
The daughter of our CEO currently serves as a vice president of real estate development for Life Time, Inc.
13 unchanged sentences
Subsequent Events
−Removed: We have evaluated all subsequent events through the date of the consolidated financial statements were issued and determined that there have been no other events or transactions which would have a material effect on the consolidated financial statements and therefore would require recognition or disclosure.
+Added: We have evaluated all subsequent events through the date of the consolidated financial statements were issued and determined that other than the $ 500 million share repurchase program approved by our board of directors on February 19, 2026, there have been no other events or transactions which woul d have a material effect on the consolidated financial statements and therefore would require recognition or disclosure.
LIFE TIME GROUP HOLDINGS, INC.
16 unchanged sentences
During the year ended December 31, 2025, we recognized share-based compensation expense related to stock options, restricted stock units, performance stock units, our ESPP and liability-classified awards related to our 2025 short-term incentive compensation plan of $ 51.8 million, of which $ 5.7 million, $ 44.5 million and $ 1.6 million is included in Center operations, General, administrative and marketing and Other operating, respectively, in our parent-only condensed statement of operations.
+Added: During the year ended December 31, 2024, we recognized share-based compensation expense related to stock options, restricted stock units, performance stock units, our ESPP and liability-classified awards related to our 2024 short-term incentive compensation plan of $ 51.0 million, of which $ 3.4 million, $ 45.4 million and $ 2.2 million is included in Center operations, General, administrative and marketing and Other operating, respectively, in our parent-only condensed statement of operations.
During the year ended December 31, 2023, we recognized share-based compensation expense related to stock options, restricted stock units, our ESPP and liability-classified awards related to our 2023 short-term incentive compensation plan of $ 50.1 million, of which $ 2.6 million, $ 44.8 million and $ 2.7 million is included in Center operations, General, administrative and marketing and Other operating, respectively, in our parent-only condensed statement of operations.
−Removed: During the year ended December 31, 2022, we recognized share-based compensation expense related to stock options, restricted stock, restricted stock units and our ESPP of $ 37.3 million, of which $ 2.8 million, $ 33.5 million and $ 0.9 million is included in Center operations, General, administrative and marketing and Other operating, respectively, in our parent-only condensed statement of operations.
The cash flow activities associated with the proceeds we received from the issuance of our common stock, stock options exercised and issuance of common stock in connection with the ESPP during the years ended December 31, 2025, 2024 and 2023 were non-cash transactions for Life Time Group Holdings, Inc., as the cash inflows and outflows associated with those transactions occurred at our subsidiary, Life Time, Inc.
30 unchanged sentences
(PARENT COMPANY ONLY)
−Removed: CONDENSED STATEMENTS OF OPERATIONS
+Added: CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
11 unchanged sentences
Equity in net income of subsidiaries 412,587 194,669 113,872
−Removed: Net income (loss) $ 156,240 $ 76,063 $ ( 1,793 )
+Added: Net income 373,671 156,240 76,063
+Added: Other comprehensive income (loss) 667 ( 5,872 ) 2,297
+Added: Comprehensive income $ 374,338 $ 150,368 $ 78,360
LIFE TIME GROUP HOLDINGS, INC.
5 unchanged sentences
Cash flows from operating activities:
−Removed: Net income (loss)
−Removed: $ 156,240 $ 76,063 $ ( 1,793 )
−Removed: Adjustments to reconcile net income (loss) to net cash provided by operating activities:
+Added: Net income $ 373,671 $ 156,240 $ 76,063
+Added: Adjustments to reconcile net income to net cash provided by operating activities:
Share-based compensation
13 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.