According to the Complaint, Tivity Health, Inc. provides fitness and health improvement programs in the United States. The Company was formerly known as Healthways, Inc. and changed its name to Tivity Health, Inc. in January 2017.

In December 2018, Tivity announced that it would acquire Nutrisystem, Inc., a provider of weight management products and services. On March 8, 2019, Tivity announced the completion of the Nutrisystem Acquisition for approximately $1.3 billion in cash and stock.

The Complaint alleges that throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business, operations and compliance policies. Specifically, the Complaint alleges Defendants made false and/or misleading statements and/or failed to disclose that: (i) following the Nutrisystem Acquisition, Tivity’s Nutrition segment faced significant operational challenges; (ii) the foregoing would foreseeably have a significant impact on Tivity’s revenues; and (iii) as a result, the Company’s public statements were materially false and misleading at all relevant times.

On August 18, 2020, the Court issued an Order appointing Lead Plaintiff and Counsel. Lead Plaintiff filed a Consolidated Complaint on November 13. Defendants filed a Motion to Dismiss the Consolidated Complaint on December 4. On July 29, 2021, the Court issued an Order denying Defendants' Motion to Dismiss.

Lead Plaintiff filed a Motion for Class Certification on October 26, 2021. On June 7, 2022, the Court issued an Order granting Lead Plaintiff's Motion for Class Certification. On June 22, Defendants appealed the Class Certification Order to the United States Court of Appeals for the Sixth Circuit, and on November 21, the Court of Appeals vacated the Class Certification Order and remanded the case to the District Court for further proceedings.

Defendants filed a Motion for Summary Judgment on April 7, 2023.

On June 7, 2023, the Court again granted Lead Plaintiff's Motion for Class Certification.

On April 21, 2025, the Court issued an Order granting in part and denying in part Defendants' Motion for Summary Judgment.

The parties entered into a Stipulation of Settlement on June 23, 2025. The Court granted preliminary approval of the Settlement on June 30.