What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-05 compared with 2025-11-04 · 166 added, 292 removed, 331 unchanged (58% of the section changed)

4 unchanged sentences

(In thousands, except per share data)

September 30,

2025 December 31,

Current assets:

4 unchanged sentences

Prepaid expenses and other current assets

Income tax receivable 20,162 4,918

Total current assets

Property and equipment, net

Goodwill 1,235,359 1,235,359

Operating lease right-of-use assets

Intangible assets, net

Other assets 94,369 67,578

Total assets $ 7,826,875 $ 7,152,537

LIABILITIES AND STOCKHOLDERS’ EQUITY

18 unchanged sentences

Additional paid-in capital

Accumulated deficit ( 169,902 ) ( 420,573 )

Retained earnings (accumulated deficit)

Accumulated other comprehensive loss

7 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Center revenue

3 unchanged sentences

Center operations

Rent 87,511 78,575 251,866 225,804

General, administrative and marketing

6 unchanged sentences

Equity in earnings (loss) of affiliates

Other income 21,994 — 34,867 —

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

Total other expense

Income before income taxes

Provision for income taxes

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

Income per common share:

Basic $ 0.47 $ 0.20 $ 1.15 $ 0.60

Diluted $ 0.45 $ 0.19 $ 1.11 $ 0.57

Weighted-average common shares outstanding:

Basic 220,063 202,945 217,132 199,793

Diluted 226,007 214,633 225,075 207,841

See notes to unaudited condensed consolidated financial statements.

4 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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

Other comprehensive (loss) income:

Other comprehensive income:

Foreign currency translation adjustments, net of tax of $ 0

( 1,586 ) 1,266 2,391 ( 1,050 )

Derivative instruments:

Unrealized gain, net of tax of $ 1,802 and $ 0 , respectively

718 — 1,715 —

Realized gain reclassified from accumulated other comprehensive loss to earnings, net of tax of $( 170 ) and $ 0 , respectively

( 1,674 ) — ( 3,190 ) —

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

Other comprehensive income

Comprehensive income

4 unchanged sentences

(In thousands)

Common Stock Additional Paid-In

Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total

Shares Amount

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

Net income — — — 102,427 — 102,427

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

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

Stock option exercises 293 3 3,747 — — 3,750

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

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

Common Stock Additional Paid-In

Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total

Shares Amount

Additional Paid-In

(Accumulated Deficit)

Retained Earnings

Accumulated Other Comprehensive Loss

Balance at December 31, 2025

Net income — — — 250,671 — 250,671

Other comprehensive income

1 unchanged sentence

Stock option exercises

Issuances of common stock in connection with the vesting of restricted stock units 1,268 13 ( 4,224 ) — — ( 4,211 )

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

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

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

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

Common Stock Additional Paid-In

Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total

Shares Amount

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

Net income — — — 41,355 — 41,355

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

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

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

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

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

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

Common Stock Additional Paid-In

Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total

Shares Amount

Shares of common stock issued in connection with the vesting of restricted stock units and performance stock units

Shares of common stock repurchased

Settlement of accrued compensation liabilities through the issuance of shares of common stock

Shares of common stock withheld to cover employee tax withholding and exercise price associated with share-based awards

Balance at March 31, 2026

Additional Paid-In

Accumulated Deficit

Accumulated Other Comprehensive Loss

Balance at December 31, 2024

Net income — — — 119,077 — 119,077

Other comprehensive loss — — — — ( 1,050 ) ( 1,050 )

Other comprehensive income

Share-based compensation

Stock option exercises

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

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

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

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

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

Shares of common stock issued in connection with the vesting of restricted stock units and performance stock units

Settlement of accrued compensation liabilities through the issuance of shares of common stock

Shares of common stock withheld to cover employee tax withholding and exercise price associated with share-based awards

Balance at March 31, 2025

See notes to unaudited condensed consolidated financial statements.

3 unchanged sentences

(In thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

Net income $ 250,671 $ 119,077

Adjustments to reconcile net income to net cash provided by operating activities:

4 unchanged sentences

Impairment charges associated with long-lived assets

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

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

Loss on disposal of property and equipment, net

Amortization of debt discounts and issuance costs

Changes in operating assets and liabilities

Other ( 1,530 ) 2,919

Net cash provided by operating activities

1 unchanged sentence

Capital expenditures

Proceeds from sale-leaseback transactions 172,683 207,714

Proceeds from the sale of land — 15,577

Other ( 21,786 ) 2,819

Net cash used in investing activities

4 unchanged sentences

Repayments of finance lease liabilities

Proceeds from financing obligations 10,300 4,300

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

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

Proceeds from stock option exercises

Proceeds from issuances of common stock in connection with the employee stock purchase plan 1,875 1,462

Other ( 4,341 ) ( 1,304 )

Net cash provided by (used in) financing activities 18,926 ( 142,748 )

Common stock share repurchases

Employee tax withholding associated with net share-settled share-based awards

Net cash (used in) provided by financing activities

Effect of exchange rates on cash and cash equivalents and restricted cash and cash equivalents

Increase in cash and cash equivalents and restricted cash and cash equivalents 213,560 107,087

(Decrease) increase in cash and cash equivalents and restricted cash and cash equivalents

Cash and cash equivalents and restricted cash and cash equivalents – beginning of period

14 unchanged sentences

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

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

As of March 31, 2026, we operated 190 centers in 31 states and one Canadian province.

Basis of Presentation

16 unchanged sentences

New Accounting Pronouncements Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued guidance to enhance transparency of income tax disclosures.

The updated guidance requires additional disclosures on income tax rate reconciliation and income taxes paid, among other things.

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

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

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

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

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

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.

LIFE TIME GROUP HOLDINGS, INC.

2 unchanged sentences

(Table amounts in thousands except per share data)

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

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

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

In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):

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.

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

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

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.

We expect to adopt this accounting guidance for our Quarterly Report on Form 10-Q for the period ended March 31, 2028.

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

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.

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 statements.

Fair Value Measurements

8 unchanged sentences

Fair Value Measurements on a Recurring Basis.

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

September 30, 2025

Level 1 Level 2 Level 3 Total

As of March 31, 2026 and December 31, 2025, assets and liabilities that are measured at fair value on a recurring basis were as follows:

March 31, 2026

Interest rate swaps (1)

$ — $ 2,562 $ — $ 2,562

Cash surrender value of life insurance policies (2)

— 17,684 — 17,684

Total assets $ — $ 20,246 $ — $ 20,246

Interest rate swaps (1)

$ — $ 4,016 $ — $ 4,016

Deferred compensation (3)

15,808 — — 15,808

Total liabilities

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

December 31, 2025

Level 1 Level 2 Level 3 Total

Interest rate swaps (1)

Cash surrender value of life insurance policies (2)

$ — $ 15,979 $ — $ 15,979

Interest rate swaps (1)

Deferred compensation (3)

$ 13,575 $ — $ — $ 13,575

Total liabilities

(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.

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

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

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

1 unchanged sentence

Long-term debt.

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

September 30,

2025 December 31,

Carrying Value Fair

Value Carrying Value Fair

At March 31, 2026 and December 31, 2025, the carrying value and fair value of our outstanding long-term debt was as follows:

Carrying Value

Long-term debt (1)

$ 1,531,190 $ 1,536,828 $ 1,555,597 $ 1,551,222

(1) Excludes unamortized debt discounts and issuance costs.

6 unchanged sentences

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

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

Employee Retention Credits

On March 27, 2020, Congress enacted the CARES Act to provide certain relief as a result of the COVID-19 pandemic.

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

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

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

One Big Beautiful Bill Act

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

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

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

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

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

We had no material remeasurements of such assets or liabilities to fair value during the three months ended March 31, 2026 and 2025.

LIFE TIME GROUP HOLDINGS, INC.

5 unchanged sentences

Prepaid expenses and other current assets consisted of the following:

September 30,

2025 December 31,

Property held for sale

3 unchanged sentences

Prepaid commissions

Prepaid rent 2,264 3,927

Prepaid events expense

Prepaid software licenses and maintenance

Prepaid payroll

Other 13,284 12,611

Prepaid expenses and other current assets

1 unchanged sentence

Accrued expenses and other current liabilities consisted of the following:

September 30,

2025 December 31,

Real estate taxes

Accrued interest

Accrued income tax

Payroll liabilities

Accrued variable rent

Self-insurance accruals

Corporate accruals 42,975 35,653

Other 40,345 25,058

Goods and services received but not invoiced

Current maturities of finance lease liabilities

Accrued expenses and other current liabilities

5 unchanged sentences

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

Nine Months Ended

September 30,

Three Months Ended

Accounts receivable

2 unchanged sentences

Income tax receivable

Other assets ( 200 ) ( 284 )

Accounts payable

4 unchanged sentences

Additional supplemental cash flow information is as follows:

Nine Months Ended

September 30,

Three Months Ended

Net cash paid for income taxes, net of refunds received

2 unchanged sentences

Non-cash activities:

Common stock issuance in connection with an asset acquisition 39,730 —

Settlement of accrued compensation liabilities through the issuance of common stock

Right-of-use assets obtained in exchange for initial lease liabilities:

2 unchanged sentences

Right-of-use asset adjustments recognized as a result of the remeasurement of existing operating lease liabilities

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

Non-cash increase in finance lease liabilities as a result of interest accretion

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

Property and Equipment

In January 2025, we entered into a purchase agreement to acquire existing health club and racquet facilities.

The acquisition was consummated during April 2025 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.

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

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

LIFE TIME GROUP HOLDINGS, INC.

2 unchanged sentences

(Table amounts in thousands except per share data)

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

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

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

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

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

The following is a summary of revenue, by major revenue stream, that we recognized during the three months ended March 31, 2026 and 2025:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Membership dues and enrollment fees

3 unchanged sentences

Total revenue

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

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

Revenue Other

Revenue Total

Revenue Center

Revenue Other

Revenue Total

Goods and services transferred over time $ 678,089 $ 21,752 $ 699,841 $ 599,700 $ 18,459 $ 618,159

Goods and services transferred at a point in time 82,808 — 82,808 75,075 — 75,075

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

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

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

Revenue Other

Revenue Total

Revenue Center

Revenue Other

Revenue Total

Goods and services transferred over time $ 1,940,941 $ 67,743 $ 2,008,684 $ 1,684,453 $ 57,445 $ 1,741,898

The timing associated with the revenue we recognized during the three months ended March 31, 2026 and 2025 is as follows:

Three Months Ended March 31, 2026

Three Months Ended March 31, 2025

Services transferred over time

Goods and services transferred at a point in time

Total revenue

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

Contract liabilities

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:

Classification in Condensed

Consolidated Balance Sheets

Contract liabilities - current

Deferred revenue

Contract liabilities - long-term

Other liabilities

Total contract liabilities

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

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

The following table reflects the change in contract liabilities for the three months ended March 31, 2026:

Total contract liabilities balance at December 31, 2025

Revenue recognized that was included in contract liabilities at the beginning of the year

Increase, excluding amounts recognized as revenue during the period

Total contract liabilities balance at March 31, 2026

LIFE TIME GROUP HOLDINGS, INC.

2 unchanged sentences

(Table amounts in thousands except per share data)

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

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

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

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

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

Derivative Instruments and Hedging Activities

We are exposed to interest rate risk on our variable rate debt (see Note 8, Debt).

As a result, we utilize derivative instruments from time to time, including interest rate swap agreements, to manage our exposure.

We only hold derivative instruments for economic hedging purposes, not for speculative or trading purposes.

Derivative instruments expose us to credit risk to the extent that the counterparties are unable to meet the terms of the arrangements.

To minimize our exposure to such credit risk, we transact only with highly-rated banks and financial institutions.

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 condensed consolidated balance sheet.

This gain or loss is subsequently reclassified into earnings in the same period that the forecasted hedged transaction affects earnings.

We assess hedge effectiveness using the dollar-offset method on a cumulative basis at inception and on an ongoing basis.

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.

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.

Interest Rate Swaps

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

We have entered into receive-variable, pay-fixed interest rate swap agreements with five high-quality institutional banks, each of which had an effective date of April 8, 2025 and is set to expire on April 5, 2028.

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

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

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

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

At March 31, 2026 , the aggregate notional amount associated with these interest rate swaps was $ 990.0 million.

Pursuant to these interest rate swaps, we make fixed interest payments at 3.409 % in exchange for receiving variable interest payments based on Term Secured Overnight Financing Rate (“SOFR”).

Because the fair value of interest rate swap arrangements is derived from market-based rates, they are classified as derivative financial instruments.

1 unchanged sentence

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

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

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

As of March 31, 2026, w e have determined that each of our interest rate swaps is highly effective in achieving offsetting changes in the fair value of the expected future variable cash flows associated with the outstanding borrowings under our Term Loan Facility.

Accordingly, unrealized gains or losses associated with changes in the fair value of our interest rate swaps are recognized as a component of accumulated other comprehensive loss (“AOCL”) on our condensed consolidated balance sheets.

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 condensed consolidated statements of operations in the same period during which interest expense associated with the hedged variable interest rate payments is recognized.

The monthly cash settlements we receive or pay in connection with these interest rate swaps are reported within operating activities in our condensed consolidated statements of cash flows.

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

March 31, 2026

December 31, 2025

Classification on Condensed Consolidated Balance Sheet

Interest rate swap assets:

Prepaid expenses and other current assets

Total interest rate swap assets

Interest rate swap liabilities

Other liabilities

LIFE TIME GROUP HOLDINGS, INC.

2 unchanged sentences

(Table amounts in thousands except per share data)

The monthly cash settlements we receive or pay in connection with these interest rate swaps are reported within operating activities in our condensed consolidated statements of cash flows.

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

September 30, 2025 Classification on Condensed Consolidated Balance Sheet

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

Interest rate swap liabilities $ 4,016 Other liabilities

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

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

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

$ ( 519 ) $ —

Three Months Ended March 31, 2026

Affected Line Item on Condensed Consolidated Statements of Operations

Balance in AOCL at December 31, 2025

Unrealized gain:

Pretax unrealized gain (effective portion)

Tax expense ( 266 ) ( 650 )

Unrealized gain, net of tax (effective portion)

Realized gain reclassified to earnings:

Pretax realized gain reclassified to earnings (effective portion) ( 2,300 ) ( 4,400 ) Interest expense, net of interest income

Tax expense 626 1,210 Provision for income taxes

Pretax realized gain reclassified to earnings (effective portion)

Interest expense, net of interest income

Provision for income taxes

Realized gain reclassified to earnings, net of tax (effective portion)

Balance in AOCL at September 30, 2025

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

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

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

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

Balance in AOCL at March 31, 2026

At March 31, 2026 , we expect approximately $ 1.8 million of after-tax realized gain on interest rate swaps to be reclassified out of AOCL to earnings within the next 12 months.

The remaining maturity of our interest rate swaps at March 31, 2026 was 2.0 years.

Debt consisted of the following:

September 30,

December 31, 2025

2 unchanged sentences

6.000 % Senior Secured Notes, maturing November 2031

500,000 500,000

Mortgage Notes, various maturities

Other debt 3,436 3,448

Fair value adjustment

Total debt 1,531,190 1,555,597

Less unamortized debt discounts and issuance costs

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

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

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

As a result, the effective fixed interest rate associated with our outstanding Term Loan Facility borrowings a t March 31, 2026 was 5.409 %.

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

See Note 5, Derivative Instruments and Hedging Activities for more information regarding our interest rate swaps.

Revolving Credit Facility

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

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

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

Debt Covenants

We are required to comply with certain affirmative and restrictive covenants under our Term Loan Facility and Revolving Credit Facility (collectively, our “Credit Facilities”), 6.000 % Senior Secured Notes and Mortgage Notes.

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

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

LIFE TIME GROUP HOLDINGS, INC.

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(Table amounts in thousands except per share data)

Revolving Credit Facility

We did not borrow or repay any amounts under our Revolving Credit Facility during the three months ended March 31, 2026.

At March 31, 2026, there wer e no outstanding b orrowings under our $ 650.0 million Revolving Credit Facility, and there were $ 33.1 million of outstanding letters of credit, resulting in total revolver availability of $ 616.9 million, which was available at intervals ranging from 30 to 180 days at interest rates of SOFR plus an applicable margin of 2.00 % or base rate plus 1.00 % .

Debt Covenants

As of March 31, 2026, we were either in compliance in all material respects with the covenants or the covenants were not applicable.

Future Maturities of Long-Term Debt

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

October 2025 through September 2026 $ 22,965

October 2026 through September 2027 29,835

October 2027 through September 2028 10,123

October 2028 through September 2029 10,139

October 2029 through September 2030 10,149

Thereafter 1,447,810

Aggregate annual future maturities of long-term debt, excluding unamortized discounts, issuance costs and fair value adjustments, at March 31, 2026 were as follows:

April 2026 through March 2027

April 2027 through March 2028

April 2028 through March 2029

April 2029 through March 2030

April 2030 through March 2031

Total future maturities of long-term debt

Sale-Leaseback Transactions with Unrelated Third Parties

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

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

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

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

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

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

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

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

Stockholders’ Equity

Share-Based Compensation Expense

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

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

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

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

Share-based compensation expense for the three months ended March 31, 2026 was $ 10.5 million, of which $ 9.7 million and $ 0.8 million was associated with equity-classified awards and liability-classified awards, respectively.

Share-based compensation expense for the three months ended March 31, 2025 was $ 11.9 million, of which $ 10.3 million and $ 1.6 million was associated with equity-classified awards and liability-classified awards, respectively.

Restricted Stock Units

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

During the three months ended March 31, 2026, the Company granted approximately 0.6 million restricted stock unit awards under the 2021 Incentive Award Plan, of which approximately 0.3 million were time-based vesting awards granted to our executives in connection with our long-term incentive compensation program that vest in ratable installments over three years , and approximately 0.3 million were performance-based vesting awards granted to our executives in connection with our short-term incentive compensation program, in each case subject to continuous employment from the grant date through the applicable vesting date unless otherwise agreed with the award recipient.

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

LIFE TIME GROUP HOLDINGS, INC.

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(Table amounts in thousands except per share data)

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

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

Performance Stock Units

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

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

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.

During the three months ended March 31, 2026, the Company granted approximately 0.3 million three-year performance stock unit awards under the 2021 Incentive Award Plan, half of which 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 half of which are based on relative total shareholder return over a three-year period that cliff vest at the end of the three-year period.

We determine the grant date fair value of performance stock unit awards with Adjusted EBITDA performance metrics by multiplying the number of performance stock unit awards by the closing trading price of our common stock on the grant date.

We determine the grant date fair value of performance stock unit awards with relative total shareholder return market metrics by multiplying the number of performance stock unit awards by the grant date fair value per unit which is calculated using the Monte Carlo simulation model.

Other Share-Based Payment Awards

2026 Short-Term Incentive Program

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

During the three months ended March 31, 2026, the Company adopted a short-term incentive compensation program for eligible team members who are not executive officers.

Pursuant to this program, awards will be paid o ut in cash and/o r through the issuance of fully-vested shares of the Company’s common stock in early 2027 if the Company’s performance exceeds the tranche one performance metric.

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

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

As of March 31, 2026, we expect that a portion of these awards will be settled in fully-vested shares of the Company’s common stock.

As it relates to the portion of these awards that 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.

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

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

Accordingly, the offset to the share-based compensation expense we have recognized in connection with these awards during the three months ended March 31, 2026 is included in Accrued expenses and other current liabilities on our March 31, 2026 condensed consolidated balance sheet.

2025 Short-Term Incentive Program

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

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

Accumulated Other Comprehensive Loss

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

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

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

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

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

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

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

AOCL balance at September 30, 2025

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

In February 2026, our board of directors determined that our 2025 performance exceeded the tranche three performance metric under our 2025 short-term incentive compensation program and issued corresponding shares of common stock to certain of our eligible employees.

Effective as of the determination date, the $ 6.2 million then-outstanding liability we had recognized in connection with these liability-classified share-based payment awards was reclassified out of Accrued expenses and other current liabilities and into Common stock and Additional paid-in capital on our condensed consolidated balance sheet during the three months ended March 31, 2026.

Share Repurchase Program

On February 19, 2026, our board of directors approved a share repurchase program of up to $ 500 million of our outstanding common stock (the “Share Repurchase Program”).

Repurchases under the Share Repurchase Program may be made from time to time at the discretion of management through open market purchases, block trades, accelerated or other structured share repurchase programs, privately negotiated transactions, Rule 10b5-1 plans or other means, and may include purchases from affiliates.

The manner, timing, pricing and amount of any transactions will be subject to the discretion of management and may depend on a variety of factors, including business and market conditions, corporate and regulatory requirements, alternative investment opportunities, acquisition opportunities, and other factors.

During the three months ended March 31, 2026, we repurchased 0.4 million shares of common stock under the Share Repurchase Program for total consideration of approximately $ 10.7 million.

As of March 31, 2026, we had approximately $ 489.3 million of availability remaining under our Share Repurchase Program.

LIFE TIME GROUP HOLDINGS, INC.

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(Table amounts in thousands except per share data)

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

Accumulated Other Comprehensive Loss

Changes in the AOCL balances for the three months ended March 31, 2026 were as follows (all amounts are reported net of tax):

Three Months Ended March 31, 2026

Foreign Currency Translation Adjustments

Unrealized (Loss) Gain on Derivative Instruments

AOCL balance at December 31, 2025

Other comprehensive (loss) income before reclassifications

Amounts reclassified from AOCL to earnings

AOCL balance at March 31, 2026

Changes in AOCL balances for the three months ended March 31, 2025 were related to foreign currency translation adjustments only.

Income Per Share

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

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

For the three months ended March 31, 2026 and 2025 , o ur potentially dilutive securities included stock options, restricted stock units, performance stock units, shares to be issued under our employee stock purchase plan (“ESPP”) and contingently issuable shares related to our short-term incentive compensation program.

The following table sets forth the calculation of basic and diluted income per share for the three months ended March 31, 2026 and 2025:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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

Weighted-average common shares outstanding – basic

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Income per common share – diluted

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

The following is a summary of potential shares of common stock that were antidilutive and excluded from the weighted average share computations for the three months ended March 31, 2026 and 2025:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Stock options

Restricted stock units

Performance stock units

Potential common shares excluded from the weighted average share calculations

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

Commitments and Contingencies

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

On September 30, 2025, the Life

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

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

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

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

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

On September 30, 2025, the Life Time Parties filed an opposition to Zurich’s petition for review.

In November 2025, Zurich paid ap proximately $ 40 million to the Life Time Parties in partial satisfaction of their legal claims in this Act ion, which was recognized in 2025.

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.

The Life Time Parties’ claims with respect to the remaining three occurrences were settled with Zurich in April 2026 and the Act ion will be dismissed.

We w ill recognize the settlement related to these remaining three occurrences in the second quarter of 2026.

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

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Subsequent Events

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

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

During April 2026, we closed on the sale-leaseback of five owned properties with two institutional real estate investors for aggregate gross proceeds of approximately $ 200 million.

In preparing the accompanying condensed consolidated financial statements, we have evaluated the period from March 31, 2026 through the date the condensed consolidated financial statements were issued for material subsequent events.

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements