Business Context and Reporting Period
Company: Life Time Group Holdings, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 5, 2026
Context: The Company announced a significant capital structure transaction involving a share repurchase from existing stockholders and a concurrent private sale of shares to a new investor.
Key Financial Metrics and Transaction Details
| Metric | Value |
|---|---|
| Share Repurchase Price | $28.60 per share |
| Shares Repurchased | 2,192,500 |
| Total Repurchase Cost | $62,705,500 |
| Shares Sold to New Investor | 8,770,000 |
| Total Investor Purchase Price | $250,822,000 |
| Total Shares Transacted | 10,962,500 |
| Shares Outstanding (as of May 1, 2026) | 222,602,738 |
Liquidity: The Company intends to fund the $62.7 million share repurchase with cash on hand. The filing does not provide specific current cash balance, debt levels, or operating cash flow figures.
Material Changes and Ownership Structure
- Transaction Structure: Existing stockholders (affiliates of Leonard Green & Partners, TPG Inc., and Partners Group) sold a total of 10,962,500 shares. The Company repurchased 2,192,500 shares, while an affiliate of Atairos Group, Inc. purchased the remaining 8,770,000 shares.
- Post-Transaction Ownership: Following the closings, the Selling Stockholders will hold approximately:
- Leonard Green & Partners: 8.5%
- TPG Inc.: 6.1%
- Partners Group: 1.3%
- Settlement Terms: The Investor Purchase is expected to settle in two tranches. The second tranche is contingent on the expiration or termination of the Hart-Scott-Rodino Antitrust waiting period.
Guidance, Outlook, and Risks
Management Commentary: The share repurchase was conducted pursuant to a program approved by the Board of Directors in February 2026. The Company views the transaction as a strategic realignment of its shareholder base.
Risks and Contingencies:
- Regulatory Approval: The completion of the Investor Purchase is subject to customary closing conditions, specifically the expiration of the HSR Act waiting period.
- Forward-Looking Statements: The filing includes standard disclaimers regarding risks that could cause actual results to differ from expectations, referencing the "Risk Factors" in the Company's 2025 Form 10-K.
Financial Guidance: The filing does not provide updated revenue, profit, or margin guidance.
Key Facts for Investor Verification
- Verify the settlement status of the second tranche of the Atairos Group purchase and the outcome of the HSR antitrust review.
- Confirm the impact of the $62.7 million cash outflow on the Company's current liquidity position and debt covenants.
- Review the definitive proxy statement (Schedule 14A filed March 11, 2026) for details on related party transactions with the Selling Stockholders.
- Monitor future filings for any updates to the Company's stock repurchase program authorization limits.