STOCK TITAN
  1. Home
  2. Sec-filings
  3. LTH
  4. [8-K] Life Time Group Holdings, Inc. Reports Material Event

Life Time (NYSE: LTH) buys back 2,192,500 shares for $62,705,000

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Life Time Group Holdings, Inc. entered into and completed a share repurchase agreement with certain stockholders, including affiliates of Leonard Green & Partners, TPG and Partners Group. The company bought an aggregate 2,192,500 shares of common stock in a private transaction for approximately $62,705,000.

The share repurchase was carried out under Life Time’s stock repurchase program approved by its board of directors in February 2026. The transaction reduces the number of shares held by these sponsoring stockholders and reflects the company allocating a substantial amount of capital to buy back its own stock.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares repurchased 2,192,500 shares Aggregate common stock repurchased in private transaction
Aggregate purchase price $62,705,000 Consideration paid for repurchased shares
Agreement date May 5, 2026 Date of Share Repurchase Agreement
Repurchase completion date May 7, 2026 Date the share repurchase was consummated
Repurchase program approval February 2026 Board approval of stock repurchase program
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Share Repurchase Agreement financial
"pursuant to a Share Repurchase Agreement, entered into as of May 5, 2026"
A share repurchase agreement is a contract where a company agrees to buy back its own shares from existing holders under specified terms, such as price and timing. For investors this matters because buying back shares reduces the number of shares available, which can increase earnings per share and raise the value of remaining shares, but it also uses the company’s cash—similar to a store buying back products to shrink supply and potentially lift prices.
stock repurchase program financial
"made pursuant to the Company’s stock repurchase program approved by its board of directors in February 2026"
A stock repurchase program is when a company buys back its own shares from the market. This can make each remaining share more valuable and shows that the company believes its stock is a good investment. It’s like a business treating its shares like a limited resource, hoping to boost confidence and share prices.
Understanding 8-K Material Events →
0001869198FALSE00018691982026-05-052026-05-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 5, 2026

Life Time Group Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-4088747-3481985
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
2902 Corporate Place
Chanhassen, Minnesota 55317
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (952) 947-0000
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common stock, par value $0.01 per shareLTHThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
    Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 1.01. Entry into a Material Definitive Agreement.
On May 7, 2026, Life Time Group Holdings, Inc., a Delaware corporation (the “Company”), consummated the previously announced repurchase (the “Share Repurchase”) of shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), pursuant to a Share Repurchase Agreement, entered into as of May 5, 2026 (the “Agreement”), by and among the Company and certain of its stockholders, including affiliates of Leonard Green & Partners, L.P., TPG Inc. and Partners Group (USA) Inc. (the “Selling Stockholders”). Pursuant to the Agreement, the Company agreed to purchase, and the Selling Stockholders agreed to sell, an aggregate of 2,192,500 shares of Common Stock in a private transaction for an aggregate purchase price of approximately $62,705,000.
The Share Repurchase was made pursuant to the Company’s stock repurchase program approved by its board of directors in February 2026.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Share Repurchase Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
10.1
Share Repurchase Agreement, dated May 5, 2026, by and among the Company and the selling stockholders identified therein.
104Cover page Interactive Data File (embedded within the Inline XBRL document).
2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Life Time Group Holdings, Inc.
Date: May 7, 2026
By:/s/ Erik Weaver
Erik Weaver
Executive Vice President & Chief Financial Officer
3

Source: View Original Filing on SEC EDGAR

FAQ

What share repurchase did Life Time (LTH) complete in May 2026?

Life Time repurchased 2,192,500 shares of its common stock in a private transaction. The shares were bought from certain stockholders, including affiliates of Leonard Green, TPG and Partners Group, for an aggregate price of approximately $62,705,000.

Who sold shares to Life Time (LTH) in the May 2026 buyback?

The selling stockholders included affiliates of Leonard Green & Partners, L.P., TPG Inc. and Partners Group (USA) Inc. These investors agreed to sell a total of 2,192,500 Life Time common shares back to the company under the repurchase agreement.

How much did Life Time (LTH) spend on the May 2026 share repurchase?

Life Time paid an aggregate purchase price of approximately $62,705,000 for the repurchased shares. This amount covered the acquisition of 2,192,500 common shares from the specified selling stockholders in a privately negotiated transaction.

Was Life Time’s May 2026 repurchase under an existing buyback program?

Yes. The share repurchase was executed under Life Time’s stock repurchase program approved by its board of directors in February 2026. The program authorized the company to buy back its common stock from shareholders.

When did Life Time (LTH) sign and close the May 2026 repurchase deal?

Life Time entered into the Share Repurchase Agreement on May 5, 2026 and consummated the repurchase on May 7, 2026. The agreement governed the private purchase of 2,192,500 common shares from the identified selling stockholders.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents