Life Time Group Holdings, Inc. 8-K

What Happened

• On May 5, 2026, Life Time Group Holdings, Inc. filed an 8-K reporting it agreed to buy back 2,192,500 shares of its common stock at $28.60 per share (aggregate $62,705,500) in a private share repurchase from existing stockholders. The company will fund the repurchase with cash on hand under its board-approved repurchase program (approved February 2026).
• The same Selling Stockholders agreed to sell an additional 8,770,000 shares at $28.60 per share (aggregate $250,822,000) to an affiliate of Atairos Group, Inc. (the Investor Purchase). The Investor Purchase is expected to settle in two tranches; the second tranche is subject to customary closing conditions, including clearance or expiration of the Hart-Scott-Rodino waiting period.

Key Details

• Repurchase: 2,192,500 shares at $28.60 each = $62,705,500 (company-funded with cash on hand).
• Investor Purchase: 8,770,000 shares at $28.60 each = $250,822,000; total shares sold by the Selling Stockholders = 10,962,500.
• Post-closing holdings (based on 222,602,738 shares outstanding as of May 1, 2026): funds associated with Leonard Green & Partners ~8.5%, TPG Inc. ~6.1%, Partners Group (USA) Inc. ~1.3%.
• The second tranche of the Investor Purchase requires satisfaction of customary closing conditions, including Hart-Scott-Rodino clearance or termination.

Why It Matters

• The company repurchase reduces outstanding shares by the repurchased amount (if completed), and the private investor purchase shifts a large block of shares from existing stockholders to an affiliate of Atairos, changing ownership composition among major holders.
• The transactions were executed at $28.60 per share and are sizable relative to the company’s outstanding shares, so they are material to shareholder composition and could affect metrics that depend on share count (for example, ownership percentages and per-share calculations). The Investor Purchase’s second tranche remains contingent on regulatory clearance.