What changed in this filing

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Item 1. Financial Statements

2026-07-30 compared with 2026-05-05 · 162 added, 74 removed, 423 unchanged (36% of the section changed)

44 unchanged sentences

Three Months Ended

Six Months Ended

Center revenue

10 unchanged sentences

Interest expense, net of interest income

Equity in earnings (loss) of affiliates

Equity in (loss) earnings of affiliates

Total other expense

9 unchanged sentences

Three Months Ended

Six Months Ended

Other comprehensive income:

11 unchanged sentences

Additional Paid-In

Retained Earnings

Accumulated Other Comprehensive Loss

Balance at March 31, 2026

Other comprehensive income

Share-based compensation

Stock option exercises

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

Shares of common stock repurchased

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

Balance at June 30, 2026

Additional Paid-In

(Accumulated Deficit)

9 unchanged sentences

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

Balance at June 30, 2026

Additional Paid-In

Accumulated Deficit

Accumulated Other Comprehensive Loss

Balance at March 31, 2025

Other comprehensive income

Share-based compensation

Stock option exercises

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

Issuances of common stock in connection with the employee stock purchase plan

Issuance of common stock in connection with an asset acquisition

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 June 30, 2025

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

Additional Paid-In

6 unchanged sentences

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

Issuances of common stock in connection with the employee stock purchase plan

Issuance of common stock in connection with an asset acquisition

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

Balance at June 30, 2025

See notes to unaudited condensed consolidated financial statements.

3 unchanged sentences

(In thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

5 unchanged sentences

Impairment charges associated with long-lived assets

Loss on disposal of property and equipment, net

(Gain) loss on disposal of property and equipment, net

Amortization of debt discounts and issuance costs

3 unchanged sentences

Capital expenditures

Proceeds from sale-leaseback transactions

Net cash used in investing activities

4 unchanged sentences

Repayments of finance lease liabilities

Proceeds from financing obligations

Proceeds from stock option exercises

Common stock share repurchases

Proceeds from issuances of common stock in connection with the employee stock purchase plan

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

1 unchanged sentence

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

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

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

As of June 30, 2026, we operated 195 centers in 32 states and one Canadian province.

Basis of Presentation

45 unchanged sentences

Fair Value Measurements on a Recurring Basis.

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

As of June 30, 2026 and December 31, 2025, assets and liabilities that are measured at fair value on a recurring basis were as follows:

June 30, 2026

Interest rate swaps (1)

17 unchanged sentences

Long-term debt.

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

At June 30, 2026 and December 31, 2025, the carrying value and fair value of our outstanding long-term debt was as follows:

Carrying Value

9 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 months ended March 31, 2026 and 2025.

We h ad no ma terial remeasurements of such assets or liabilities to fair value during the three and six months ended June 30, 2026 and 2025.

LIFE TIME GROUP HOLDINGS, INC.

31 unchanged sentences

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

Three Months Ended

Six Months Ended

Accounts receivable

8 unchanged sentences

Additional supplemental cash flow information is as follows:

Three Months Ended

Six Months Ended

Net cash paid for income taxes, net of refunds received

15 unchanged sentences

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 months ended March 31, 2026 and 2025:

The following is a summary of revenue, by major revenue stream, that we recognized during the three and six months ended June 30, 2026 and 2025:

Three Months Ended

Six Months Ended

Membership dues and enrollment fees

3 unchanged sentences

Total revenue

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

The timing associated with the revenue we recognized during the three months ended June 30, 2026 and 2025 is as follows:

Three Months Ended June 30, 2026

Three Months Ended June 30, 2025

Services transferred over time

1 unchanged sentence

Total revenue

The timing associated with the revenue we recognized during the six months ended June 30, 2026 and 2025 is as follows:

Six Months Ended June 30, 2026

Six Months Ended June 30, 2025

Services transferred over time

Goods and services transferred at a point in time

Total revenue

Contract liabilities

7 unchanged sentences

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.

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

The following table reflects the change in contract liabilities for the six months ended June 30, 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 June 30, 2026

Derivative Instruments and Hedging Activities

2 unchanged sentences

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

At June 30, 2026 , the aggregate notional amount associated with these interest rate swaps was $ 987.5 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”).

2 unchanged sentences

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

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.

As of June 30, 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.

2 unchanged sentences

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

March 31, 2026

June 30, 2026

December 31, 2025

9 unchanged sentences

(Table amounts in thousands except per share data)

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 months ended March 31, 2026 were as follows:

Three Months Ended March 31, 2026

The unrealized gain 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 months ended June 30, 2026 and 2025 were as follows:

Three Months Ended June 30,

Affected Line Item on Condensed Consolidated Statements of Operations

Balance in AOCL at December 31, 2025

Balance in AOCL at March 31, 2026 and 2025, respectively

Unrealized gain:

Pretax unrealized gain (effective portion)

Deferred tax impact

Unrealized gain, net of tax (effective portion)

4 unchanged sentences

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

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.

Balance in AOCL at June 30, 2026 and 2025, respectively

The unrealize d gain a ssociated 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 six months ended June 30, 2026 and 2025 were as follows:

Six Months Ended June 30,

Affected Line Item on Condensed Consolidated Statements of Operations

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

Unrealized gain:

Pretax unrealized gain (effective portion)

Deferred tax impact

Unrealized gain, net of tax (effective portion)

Realized gain reclassified to earnings:

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 June 30, 2026 and 2025, respectively

At June 30, 2026 , we expect approximately $ 3.7 million of after-tax realized gain on interest rate swaps to be reclassified out of AOCL to earnings within the next 12 months.

The remaining maturity of our interest rate swaps at June 30, 2026 was 1.8 years.

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

Debt consisted of the following:

13 unchanged sentences

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 %.

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

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

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(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 % .

We did not borrow or repay any amounts under our Revolving Credit Facility during the six months ended June 30, 2026.

At June 30, 2026, there wer e no outstanding b orrowings under our $ 650.0 million Revolving Credit Facility, and there were $ 17.9 million of outstanding letters of credit, resulting in total revolver availability of $ 632.1 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

1 unchanged sentence

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

As of June 30, 2026, we were either in compliance in all material respects with the covenants or the covenants were not applicable.

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

Future Maturities of Long-Term Debt

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

Aggregate annual future maturities of long-term debt, excluding unamortized discounts, issuance costs and fair value adjustments, at June 30, 2026 were as follows:

July 2026 through June 2027

July 2027 through June 2028

July 2028 through June 2029

July 2029 through June 2030

July 2030 through June 2031

Total future maturities of long-term debt

Sale-Leaseback Transactions with Unrelated Third Parties

During the six months ended June 30, 2026 , we entered into and consummated sale-leaseback transactions with two unr elated third parties.

Under these transactions, we sold five properties with a combined net book value of $ 207.0 million for gross proceeds of $ 201.0 million , which were reduced by transaction costs of $ 0.8 million , for net cash proceeds of $ 200.2 million .

The estimated fair value of the properties sold was $ 209.8 million .

The entire $ 200.2 million of net cash proceeds received in connection with these sale-leaseback transactions is reported within investing activities on our condensed consolidated statement of cash flows for the six months ended June 30, 2026.

We recognized a net gain of $ 2.0 million on these sale-leaseback transactions during the three and six months ended June 30, 2026, which is included in Other operating expense in our condensed consolidated statement of operations.

Right-of-use assets and lease liabilities recognized in connection with these sale-leaseback transactions were $ 125.8 million and $ 115.7 million , respectively.

Stockholders’ Equity

Share-Based Compensation Expense

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.

Share-based compensation expense for the three months ended June 30, 2026 was $ 15.4 million, of which $ 13.2 million and $ 2.2 million was associated with equity-classified awards and liability-classified awards, respectively.

Share-based compensation expense for the six months ended June 30, 2026 was $ 26.0 million , of which $ 23.0 million and $ 3.0 million was associated with equity-classified awards and liability-classified awards, respectively.

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

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

Restricted Stock Units

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.

During the six months ended June 30, 2026, the Company granted approximately 1.2 million restricted stock unit awards under the 2021 Incentive Award Plan, of which approximately 0.9 million were time-based vesting awards that vest in ratable installments primarily ranging from one to three years , and approximately 0.3 million were performance-based vesting awards granted to our executives in connection with our short-term incentive compensation program, in each case subject to continuous employment from the grant date through the applicable vesting date unless otherwise agreed with the award recipient.

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

4 unchanged sentences

Performance Stock Units

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.

During the six months ended June 30, 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.

2 unchanged sentences

2026 Short-Term Incentive Program

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.

During the six months ended June 30, 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 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 of June 30, 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 three months ended March 31, 2026 is included in Accrued expenses and other current liabilities on our March 31, 2026 condensed consolidated balance sheet.

Accordingly, the offset to the share-based compensation expense we have recognized in connection with these awards during the six months ended June 30, 2026 is included in Accrued expenses and other current liabilities on our June 30, 2026 condensed consolidated balance sheet.

2025 Short-Term Incentive Program

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

2 unchanged sentences

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.

During the three months ended June 30, 2026, we repurchased approximately 2.2 million shares of our common stock under the Share Repurchase Program for total consideration of approximately $ 62.7 million.

During the six months ended June 30, 2026, we repurchased approximately 2.6 million shares of our common stock under the Share Repurchase Program for total consideration of approximately $ 73.4 million.

As of June 30, 2026, we had approximately $ 426.6 million of availability remaining under our Share Repurchase Program.

LIFE TIME GROUP HOLDINGS, INC.

3 unchanged sentences

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

Changes in the AOCL balances for the three months ended June 30, 2026 and 2025 were as follows (all amounts are reported net of tax):

Three Months Ended June 30, 2026

Three Months Ended June 30, 2025

Foreign Currency Translation Adjustments

Unrealized Gain on Derivative Instruments

Foreign Currency Translation Adjustments

Unrealized Loss on Derivative Instruments

AOCL balance at March 31, 2026 and 2025, respectively

Other comprehensive (loss) income before reclassifications

Amounts reclassified from AOCL to earnings

AOCL balance at June 30, 2026 and 2025, respectively

Changes in the AOCL balances for the six months ended June 30, 2026 and 2025 were as follows (all amounts are reported net of tax):

Six Months Ended June 30, 2026

Six Months Ended June 30, 2025

Foreign Currency Translation Adjustments

Unrealized (Loss) Gain on Derivative Instruments

AOCL balance at December 31, 2025

Foreign Currency Translation Adjustments

Unrealized Loss on Derivative Instruments

AOCL balance at December 31, 2025 and 2024, respectively

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.

AOCL balance at June 30, 2026 and 2025, respectively

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

Income Per Share

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:

For the three and six months ended June 30, 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 and six months ended June 30, 2026 and 2025:

Three Months Ended

Six Months Ended

Weighted-average common shares outstanding – basic

3 unchanged sentences

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 months ended March 31, 2026 and 2025:

The following is a summary of potential shares of common stock that were antidilutive and excluded from the weighted average share computations for the three and six months ended June 30, 2026 and 2025:

Three Months Ended

Six Months Ended

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

12 unchanged sentences

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.

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

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 occurrences were settled with Zurich and the Act ion was dismissed during the three months ended June 30, 2026.

We recognized the settlement related to these remaining occurrences during the three and six months ended June 30, 2026 .

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

4 unchanged sentences

Subsequent Events

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.

In preparing the accompanying condensed consolidated financial statements, we have evaluated the period from June 30, 2026 through the date the condensed consolidated financial statements were issued for material subsequent events.

There have been no 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