What the changes say
- Life Time Group Holdings added risks concerning a new $500 million share repurchase program and significant voting group share sales.
What changed since the prior 10-K
New
- NewRisks Relating to Ownership of Our Common Stock
As long as the Voting Group continues to own a significant amount of our total outstanding shares of common stock, they will be able to strongly influence the outcome of corporate actions
The Voting Group continues to significantly influence corporate actions, potentially conflicting with other stockholders' interests and delaying changes in control.
- NewRisks Relating to Ownership of Our Common Stock
Transactions undertaken in connection with the repurchase of our common stock may not occur, and if they do, may not realize the anticipated long-term stockholder value and could have adverse tax effects on us
The February 2026 board authorization of a $500 million share repurchase program may reduce cash reserves and increase stock price volatility.
Dropped
- DroppedRisks Relating to Our Business Operations and Competitive Environment
Our business, results of operations and prospects may be adversely affected by the environments in which we operate, including with respect to the macroeconomy, the political climate, global pandemics or other health crises, severe weather, natural disasters, hostilities, gun violence and social unrest
- DroppedRisks Relating to Our Capital Structure and Lease Obligations
economic conditions, pandemics or epidemics and changes in regulations, and there is no assurance that we will be able to comply with such covenants
Macroeconomic environment, political climate, global pandemics, and social unrest impacts.
- DroppedRisks Relating to Our Capital Structure and Lease Obligations
Rates under our senior secured credit facility are variable, which has and could result in increased debt service obligations and decreased net income and cash flows
- DroppedRisks Relating to Ownership of Our Common Stock
We are controlled by certain of our stockholders, whose interests may not be aligned with yours
- DroppedRisks Relating to Ownership of Our Common Stock
We are a “controlled company” within the meaning of the NYSE rules and the rules of the SEC. As a result, we qualify for and are currently relying on exemptions from certain corporate governance requirements that provide protection to stockholders of other companies
- DroppedRisks Relating to Ownership of Our Common Stock
Our ability to use our net operating loss carryforwards and certain other tax attributes may become subject to limitation
Reworded
- 83% rewrittenRisks Relating to Our Business Operations and the Growth of our Business
We may be unable to attract and retain members and we may not effectively optimize memberships and increase revenue per center membership, either of which could have a negative effect on our business, results of operations and financial condition
Updated to explicitly reference the company's shift to a premium membership offering.
Was: We may be unable to attract and retain members and we may not effectively optimize revenue per center membership, either of which could have a negative effect on our business, results of operations and financial condition
- 65% rewrittenRisks Relating to Our Capital Structure and Lease Obligations
Our indebtedness and lease obligations, and the restrictive covenants in the documents governing such indebtedness and lease obligations, could adversely affect our financial condition and impact our ability to grow our business, take certain actions or respond to changes in the economy or our industry
Updated debt and lease figures as of December 31, 2025, showing $1,525 million in total consolidated indebtedness and 185 leased properties.
- 44% rewrittenRisks Relating to Ownership of Our Common Stock
Some provisions of our charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management
Retained anti-takeover risk disclosures regarding charter documents and Delaware law.
- 42% rewrittenRisks Relating to Our Business Operations and the Growth of our Business
Delays in new center openings could have an adverse effect on our growth
Removed specific references to temporary delays in ground-up suburban builds due to elevated construction costs from 2024.
- 37% rewrittenRisks Relating to Our Human Capital
If we cannot retain our key employees and hire additional qualified employees, we may not be able to successfully lead and run our businesses, achieve our growth targets and pursue our strategic objectives. We may also continue to face increased labor costs that could reduce our profitability
Added that most executive officers have each been with the company for over 20 years.
- 34% rewrittenRisks Relating to Legal Compliance and Risk Management
We defend against claims related to the development, construction or operation of our facilities and the use, condition or content of our premises, facilities, equipment, mobile application, services, activities or products, which could have a negative effect on our results of operations and financial condition
Expanded premises and product liability claims to explicitly include events.
Was: We could be subject to claims related to the development, construction or operation of our facilities and the use, condition or content of our premises, facilities, equipment, mobile application, services, activities or products, which could have a negative effect on our results of operations and financial condition
- 31% rewrittenRisks Relating to Ownership of Our Common Stock
Future sales, or the perception of future sales, by us or our existing stockholders in the public market could cause the market price for our common stock to decline
Updated common stock ownership figures, noting the Voting Group's stake decreased to 38.3% as of December 31, 2025.
- 23% rewrittenRisks Relating to Our Technological Operations
We rely on technology and if we are unable to adapt to significant and rapid technological change, including with respect to artificial intelligence, and deliver connected and digital experiences, we may not compete effectively and our business could be adversely affected
Added a specific reference to L•AI•C, the company's generative artificial intelligence personal companion.
Was: We rely on technology and if we are unable to adapt to significant and rapid technological change and deliver connected and digital experiences, we may not compete effectively and our business could be adversely affected
All 27 risk factors
Headings as the filing states them, in filing order.
Risks Relating to Our Business Operations and the Growth of our Business
- 01We may be unable to attract and retain members and we may not effectively optimize memberships and increase revenue per center membership, either of which could have a negative effect on our business, results of operations and financial condition83% rewritten
- 02If we are unable to successfully execute our asset-light growth strategy, our results of operations, cash flow and return on invested capital may be negatively impacted. Our center profitability may decline as we open new centers
- 03Delays in new center openings could have an adverse effect on our growth42% rewritten
- 04Our growth and changes in the industry could place strains on our management, employees, information systems and internal controls, which may adversely impact our business
- 05We may incur significant costs in the development and implementation of new or re-imagined businesses or strategies with no guarantee of success
- 06Our business could be adversely affected by competition in the competitive health, fitness and wellness industry
- 07Our dependence on third-party suppliers for equipment and certain products and services could result in disruptions to our business and could adversely affect our business, results of operations and financial condition
Risks Relating to Our Brand
- 08Our business depends on the quality and reputation of our brand, and any deterioration in the quality or reputation of our brand or in the health, fitness and wellness industry could materially adversely affect our market share, business, results of operations and financial condition
- 09Use of social media platforms, and email, text messaging, phone and social media marketing, may adversely impact our reputation, business, results of operations, and financial condition or subject us to fines or other penalties
- 10Our intellectual property rights may be inadequate to protect our business or may be infringed, misappropriated or challenged by others. We may also become involved in costly litigation or be required to pay royalties or fees
Risks Relating to Our Technological Operations
- 11We rely on technology and if we are unable to adapt to significant and rapid technological change, including with respect to artificial intelligence, and deliver connected and digital experiences, we may not compete effectively and our business could be adversely affected23% rewritten
- 12Risks related to our acceptance of ACH, credit card, debit card and digital payments could harm our brand or our results of operations
Risks Relating to Our Capital Structure and Lease Obligations
- 13Our indebtedness and lease obligations, and the restrictive covenants in the documents governing such indebtedness and lease obligations, could adversely affect our financial condition and impact our ability to grow our business, take certain actions or respond to changes in the economy or our industry65% rewritten
- 14We may not be able to generate sufficient cash to service all of our indebtedness and lease obligations and may be forced to take other actions to satisfy our obligations, which may not be successful
- 15Our ability to raise capital in the future may be limited, which could impact our operations and ability to grow
Risks Relating to Our Human Capital
- 16If we cannot retain our key employees and hire additional qualified employees, we may not be able to successfully lead and run our businesses, achieve our growth targets and pursue our strategic objectives. We may also continue to face increased labor costs that could reduce our profitability37% rewritten
- 17Attempts by labor organizations to organize groups of our employees or changes in labor laws could disrupt our operations or increase our labor costs
Risks Relating to Legal Compliance and Risk Management
- 18We are subject to extensive governmental laws and regulations, and changes in these laws and regulations could have a negative effect on our results of operations and financial condition
- 19We defend against claims related to the development, construction or operation of our facilities and the use, condition or content of our premises, facilities, equipment, mobile application, services, activities or products, which could have a negative effect on our results of operations and financial condition34% rewritten
- 20We defend claims related to our health, fitness and wellness-related offerings or other claims, and the value and reputation of our brand may suffer
- 21We may not be able to maintain the required type or level of insurance coverage on acceptable terms or at an acceptable cost
Risks Relating to Ownership of Our Common Stock
- 22Our share price has and may change significantly, and stockholders may not be able to resell our common stock at or above the price per share paid or at all
- 23These broad market and industry fluctuations may materially adversely affect the market price of our common stock, regardless of our actual operating performance
- 24Future sales, or the perception of future sales, by us or our existing stockholders in the public market could cause the market price for our common stock to decline31% rewritten
- 25As long as the Voting Group continues to own a significant amount of our total outstanding shares of common stock, they will be able to strongly influence the outcome of corporate actionsNew
- 26Transactions undertaken in connection with the repurchase of our common stock may not occur, and if they do, may not realize the anticipated long-term stockholder value and could have adverse tax effects on usNew
- 27Some provisions of our charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management44% rewritten
Other Life Time Group Holdings 10-Ks
- FY2024 10-K risk factors31 risks
Life Time Group faces heavy leverage with $1,556 million in total debt and $148 million in net interest expense. Growth relies on executing an asset-light expansion model while managing high construction costs and interest rates. Operations are sensitive to member retention, variable interest rates, and extensive regulatory compliance.
Filed Feb 27, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.