Life Time to Repurchase 2.19M Shares for $62.7M

Life Time Group Holdings agreed to repurchase 2,192,500 shares of its common stock at $28.60 per share in a private transaction totaling $62,705,500, funded with cash on hand under its February 2026 board-approved stock repurchase program.

Rhea-AI Filing Summary

Life Time Group Holdings agreed to repurchase 2,192,500 shares of its common stock at $28.60 per share in a private transaction totaling $62,705,500, funded with cash on hand under its February 2026 board-approved stock repurchase program.

On the same date, selling stockholders, including affiliates of Leonard Green & Partners, TPG and Partners Group, agreed to sell 8,770,000 shares at $28.60 per share, totaling $250,822,000, to an affiliate of Atairos Group in a private transaction exempt from Securities Act registration, expected to settle in two tranches subject to customary conditions, including expiration or termination of the Hart-Scott-Rodino waiting period. After these transactions, funds associated with Leonard Green, TPG and Partners Group are expected to hold about 8.5%, 6.1% and 1.3% of the company’s common stock, based on 222,602,738 shares outstanding as of May 1, 2026.

Insights

Equity capital markets analyst

Life Time funds a targeted buyback while major sponsors rebalance holdings via a large private sale.

Life Time Group Holdings is using $62,705,500 of cash on hand to repurchase 2,192,500 shares at $28.60 per share. This transaction reduces public float modestly and signals board-level support through its February 2026 stock repurchase program.

Separately, existing sponsor shareholders are selling 8,770,000 shares, also at $28.60 per share, to an affiliate of Atairos Group in a private transaction. Completion of the second tranche depends on standard closing conditions, including expiration or termination of the Hart-Scott-Rodino waiting period.

Post-closing, funds associated with Leonard Green, TPG and Partners Group will hold approximately 8.5%, 6.1% and 1.3% of common stock, respectively, based on 222,602,738 shares outstanding as of May 1, 2026. These figures highlight a shift in the shareholder base more than a change in operating fundamentals.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Key Figures

Company share repurchase shares: 2,192,500 shares Company repurchase price per share: $28.60 per share Company repurchase value: $62,705,500 +5 more

8 metrics

Company share repurchase shares 2,192,500 shares Common stock repurchased in private transaction on May 5, 2026

Company repurchase price per share $28.60 per share Price paid in the share repurchase

Company repurchase value $62,705,500 Aggregate purchase price for 2,192,500 shares

Shares sold to Atairos affiliate 8,770,000 shares Common stock sold by selling stockholders in private sale

Atairos purchase value $250,822,000 Aggregate purchase price at $28.60 per share

Total shares sold by selling stockholders 10,962,500 shares Combined share repurchase and Atairos sale

Shares outstanding 222,602,738 shares Common stock outstanding as of May 1, 2026

Post-transaction Leonard Green ownership 8.5% Expected percentage of common stock after closings

Key Terms

Regulation FD Disclosure, stock repurchase program, Hart-Scott-Rodino Antitrust Improvements Act of 1976, private transaction exempt from registration, +1 more

5 terms

Regulation FD Disclosure regulatory

"Item 7.01. Regulation FD Disclosure."

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

stock repurchase program financial

"The Share Repurchase is being conducted 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.

Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory

"including that the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired or been terminated."

private transaction exempt from registration regulatory

"in a private transaction exempt from registration under the Securities Act of 1933 (the “Investor Purchase”)"

forward-looking statements regulatory

"This on includes “forward-looking statements” within the meaning of federal securities regulations."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What share repurchase did Life Time Group Holdings (LTH) announce?

Life Time Group Holdings agreed to repurchase 2,192,500 shares of common stock at $28.60 per share, for a total of $62,705,500. The buyback is a private transaction funded with cash on hand under the company’s stock repurchase program approved in February 2026.

Who is selling Life Time Group Holdings (LTH) shares in the private transactions?

Certain existing stockholders, including affiliates of Leonard Green & Partners, TPG Inc. and Partners Group (USA) Inc., are selling shares. They are selling both to the company in the share repurchase and to an affiliate of Atairos Group in a separate private sale.

How many Life Time Group Holdings (LTH) shares is Atairos’s affiliate buying?

An affiliate of Atairos Group agreed to purchase 8,770,000 shares of Life Time’s common stock at $28.60 per share, for an aggregate $250,822,000. This private transaction is exempt from Securities Act registration and will settle in two tranches, subject to customary closing conditions.

What conditions apply to the Atairos purchase of Life Time (LTH) shares?

The Atairos affiliate’s purchase is expected to close in two tranches, with the second tranche conditioned on customary closing requirements. These include expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

How will sponsor ownership in Life Time Group Holdings (LTH) change after these deals?

After the share repurchase and Atairos transaction, funds associated with Leonard Green, TPG and Partners Group are expected to own about 8.5%, 6.1% and 1.3% of Life Time’s common stock, respectively, based on 222,602,738 shares outstanding as of May 1, 2026.

How is Life Time Group Holdings (LTH) funding its share repurchase?

Life Time plans to fund the $62,705,500 share repurchase entirely with cash on hand. The buyback is being executed under the stock repurchase program that its board of directors approved in February 2026, and it is structured as a private transaction with existing stockholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/05/2026 - 09:05 PM Learn about SEC filing dates

false 0001869198 0001869198 2026-05-05 2026-05-05

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)

Delaware		001-40887		47-3481985
(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 Class		Trading Symbol		Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share		LTH		The 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 7.01. Regulation FD Disclosure.

On May 5, 2026, Life Time Group Holdings, Inc., a Delaware corporation (the “Company”), agreed to purchase an aggregate of 2,192,500 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), at a price of $28.60 per share for an aggregate purchase price of $62,705,500, in a private transaction (the “Share Repurchase”) from certain of its existing stockholders, including affiliates of Leonard Green & Partners, L.P., TPG Inc. and Partners Group (USA) Inc. (the “Selling Stockholders”).

In addition to the Share Repurchase, on May 5, 2026, the Selling Stockholders informed the Company that they have agreed to sell 8,770,000 shares of Common Stock at a price of $28.60 per share for an aggregate purchase price of $250,822,000 to an affiliate of Atairos Group, Inc. in a private transaction exempt from registration under the Securities Act of 1933 (the “Investor Purchase”), for a total of 10,962,500 shares sold by the Selling Stockholders. The Investor Purchase is expected to be settled in two tranches, with the second tranche of shares of Common Stock related to the Investor Purchase expected to be acquired after satisfaction of customary closing conditions, including that the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired or been terminated.

Following the closings of the Share Repurchase and the Investor Purchase, funds associated with Leonard Green & Partners, L.P., funds associated with TPG Inc. and funds associated with Partners Group (USA) Inc. will hold approximately 8.5%, 6.1% and 1.3%, respectively, of the Company’s Common Stock (based on 222,602,738 shares outstanding as of May 1, 2026).

The Company intends to fund the Share Repurchase with cash on hand. The Share Repurchase is being conducted pursuant to the Company’s stock repurchase program approved by its board of directors in February 2026.

Certain relationships of the Selling Stockholders with the Company are described under “Certain Relationships and Related Person Transactions” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 11, 2026.

The information in this Current Report on Form 8-K shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Cautionary Statement Concerning Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of federal securities regulations. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements relating to the consummation of the Investor Purchase. These statements are based on the beliefs and assumptions of the Company’s management. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning the Company’s possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking.

Factors that could cause actual results to differ materially from those forward-looking statements included in this Current Report on Form 8-K include the factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2026 (File No. 001-40887), as such factors may be updated from time to time in the Company’s other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this Current Report on Form 8-K. Any forward-looking statement that the Company makes in this Current Report on Form 8-K speaks only as of the date of such statement. Except as required by law, the Company does not have any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise.

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 5, 2026				By:		/s/ Erik Weaver
						Erik Weaver
						Executive Vice President & Chief Financial Officer

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