Life Time Group Holdings, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) (Unaudited) March 31, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 59,001 $ 10,879 Restricted cash and cash equivalents 18,470 16,999 Accounts receivable, net 24,672 25,087 Center operating supplies and inventories 62,484 60,266 Prepaid expenses and other current assets 57,991 52,826 Income tax receivable 1,190 4,918 Total current assets 223,808 170,975 Property and equipment, net 3,257,203 3,193,671 Goodwill 1,235,359 1,235,359 Operating lease right-of-use assets 2,347,941 2,313,311 Intangible assets, net 171,520 171,643 Other assets 77,253 67,578 Total assets $ 7,313,084 $ 7,152,537 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 84,148 $ 87,810 Construction accounts payable 95,310 101,551 Deferred revenue 63,005 58,252 Accrued expenses and other current liabilities 184,270 179,444 Current maturities of debt 22,732 22,584 Current maturities of operating lease liabilities 73,136 70,462 Total current liabilities 522,601 520,103 Long-term debt, net of current portion 1,498,106 1,513,157 Operating lease liabilities, net of current portion 2,418,758 2,381,094 Deferred income taxes, net 86,431 85,255 Other liabilities 52,717 42,578 Total liabilities 4,578,613 4,542,187 Commitments and contingencies (Note 9) Stockholders’ equity: Common stock, $ 0.01 par value per share; 500,000 shares authorized; 217,899 and 207,495 shares issued and outstanding, respectively. 2,179 2,075 Additional paid-in capital 3,089,455 3,041,645 Accumulated deficit ( 344,431 ) ( 420,573 ) Accumulated other comprehensive loss ( 12,732 ) ( 12,797 ) Total stockholders’ equity 2,734,471 2,610,350 Total liabilities and stockholders’ equity $ 7,313,084 $ 7,152,537 See notes to unaudited condensed consolidated financial statements. 3 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Three Months Ended March 31, 2025 2024 Revenue: Center revenue $ 685,654 $ 580,485 Other revenue 20,387 16,232 Total revenue 706,041 596,717 Operating expenses: Center operations 370,987 321,900 Rent 81,165 72,282 General, administrative and marketing 57,847 48,853 Depreciation and amortization 70,919 65,903 Other operating expense 17,453 15,722 Total operating expenses 598,371 524,660 Income from operations 107,670 72,057 Other (expense) income: Interest expense, net of interest income ( 25,107 ) ( 37,403 ) Equity in (loss) earnings of affiliates ( 16 ) 177 Total other expense ( 25,123 ) ( 37,226 ) Income before income taxes 82,547 34,831 Provision for income taxes 6,405 9,914 Net income $ 76,142 $ 24,917 Income per common share: Basic $ 0.36 $ 0.13 Diluted $ 0.34 $ 0.12 Weighted-average common shares outstanding: Basic 211,958 197,498 Diluted 223,619 202,756 See notes to unaudited condensed consolidated financial statements. 4 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited) Three Months Ended March 31, 2025 2024 Net income $ 76,142 $ 24,917 Foreign currency translation adjustments, net of tax of $ 0 65 ( 1,667 ) Comprehensive income $ 76,207 $ 23,250 See notes to unaudited condensed consolidated financial statements. 5 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) (Unaudited) Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity Shares Amount Balance at December 31, 2024 207,495 $ 2,075 $ 3,041,645 $ ( 420,573 ) $ ( 12,797 ) $ 2,610,350 Net income — — — 76,142 — 76,142 Other comprehensive income — — — — 65 65 Share-based compensation — — 10,276 — — 10,276 Stock option exercises 8,844 88 27,792 — — 27,880 Issuances of common stock in connection with the vesting of restricted stock units 1,110 11 ( 3,958 ) — — ( 3,947 ) Settlement of accrued compensation liabilities through the issuance of common stock 450 5 13,700 — — 13,705 Balance at March 31, 2025 217,899 $ 2,179 $ 3,089,455 $ ( 344,431 ) $ ( 12,732 ) $ 2,734,471 Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity Shares Amount Balance at December 31, 2023 196,671 $ 1,967 $ 2,835,883 $ ( 576,813 ) $ ( 6,925 ) $ 2,254,112 Net income — — — 24,917 — 24,917 Other comprehensive loss — — — — ( 1,667 ) ( 1,667 ) Share-based compensation — — 7,831 — — 7,831 Stock option exercises 46 — 484 — — 484 Issuances of common stock in connection with the vesting of restricted stock units 627 6 ( 882 ) — — ( 876 ) Settlement of accrued compensation liabilities through the issuance of common stock 1,447 15 18,043 — — 18,058 Balance at March 31, 2024 198,791 $ 1,988 $ 2,861,359 $ ( 551,896 ) $ ( 8,592 ) $ 2,302,859 See notes to unaudited condensed consolidated financial statements. 6 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended March 31, 2025 2024 Cash flows from operating activities: Net income $ 76,142 $ 24,917 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 70,919 65,903 Deferred income taxes 1,177 5,996 Share-based compensation 11,909 7,626 Non-cash rent expense 3,403 5,958 Impairment charges associated with long-lived assets 966 36 Loss on disposal of property and equipment, net 128 245 Amortization of debt discounts and issuance costs 906 2,003 Changes in operating assets and liabilities 17,926 ( 23,820 ) Other 380 1,543 Net cash provided by operating activities 183,856 90,407 Cash flows from investing activities: Capital expenditures ( 142,482 ) ( 156,801 ) Other 839 ( 1,787 ) Net cash used in investing activities ( 141,643 ) ( 158,588 ) Cash flows from financing activities: Repayments of debt ( 5,559 ) ( 54,117 ) Proceeds from revolving credit facility 125,000 445,000 Repayments of revolving credit facility ( 135,000 ) ( 315,000 ) Repayments of finance lease liabilities ( 842 ) ( 193 ) Proceeds from stock option exercises 27,880 484 Other ( 4,099 ) ( 1,199 ) Net cash provided by financing activities 7,380 74,975 Effect of exchange rates on cash and cash equivalents and restricted cash and cash equivalents — ( 36 ) Increase in cash and cash equivalents and restricted cash and cash equivalents 49,593 6,758 Cash and cash equivalents and restricted cash and cash equivalents – beginning of period 27,878 29,966 Cash and cash equivalents and restricted cash and cash equivalents – end of period $ 77,471 $ 36,724 See notes to unaudited condensed consolidated financial statements. 7 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) 454 1. Nature of Business and Basis of Presentation Nature of Business Life Time Group Holdings, Inc. (collectively with its direct and indirect subsidiaries, “Life Time,” “we,” “our,” or the “Company”) is a holding company incorporated in the state of Delaware. As a holding company, Life Time Group Holdings, Inc. does not have its own independent assets or business operations, and all of our assets and business operations are through Life Time, Inc. and its direct and indirect subsidiaries. We are primarily dedicated to providing premium health, fitness and wellness experiences at our athletic country club destinations and via our comprehensive digital platform and portfolio of iconic athletic events – all with the objective of inspiring healthier, happier lives. We design, build and operate our athletic country club destinations that are distinctive and large, multi-use sports and athletic, professional fitness, family recreation and spa centers in a resort-like environment. As of March 31, 2025, we operated 180 centers in 31 states and one Canadian province. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and as required by rules and regulations of the Securities and Exchange Commission (the “SEC”). While these statements reflect normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of the results of the interim period, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. When preparing financial statements in conformity with GAAP, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. All intercompany balances and transactions have been eliminated in consolidation. 2. Summary of Significant Accounting Policies Segment Reporting We have one operating segment and one reportable segment. Our segment derives revenues from customers by providing premium health, fitness and wellness experiences and products at our athletic country club destinations and via our comprehensive digital platform and portfolio of iconic athletic events – all with the objective of inspiring healthier, happier lives. We manage our business activities on a consolidated basis. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer (“CEO”). The CODM assesses performance for the segment and allocates resources based on consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets. Our CODM does not review segment assets at a different asset level and is regularly provided with only the consolidated expenses as noted on the face of the consolidated statements of operations. New Accounting Pronouncements Not Yet Adopted In December 2023, the Financial Accounting Standards Board (the “FASB”) issued guidance to enhance transparency of income tax disclosures. The updated guidance requires additional disclosures on income tax rate reconciliation and income taxes paid, among other things. We expect to adopt the accounting guidance for our Annual Report on Form 10-K for the year ended December 31, 2025. We are currently evaluating the impact that the updated standard will have on our financial statement disclosures. In November 2024, the FASB issued guidance that requires public entities to disclose the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion, as applicable, included in each relevant expense caption presented in its income statement. We expect to adopt this accounting guidance for our Annual Report on Form 10-K for the year ended December 31, 2027. We are currently evaluating the impact that the updated standard will have on our financial statement disclosures. 8 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) Fair Value Measurements The accounting guidance establishes a framework for measuring fair value and expanded disclosures about fair value measurements. The guidance applies to all assets and liabilities that are measured and reported on a fair value basis. This enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The guidance requires that each asset and liability carried at fair value be classified into one of the following categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The carrying amounts related to cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, income tax receivable, accounts payable and accrued liabilities approximate fair value. Fair Value Measurements on a Recurring Basis. We had no material remeasurements of such assets or liabilities to fair value during the three months ended March 31, 2025 and 2024. Financial Assets and Liabilities. At March 31, 2025 and December 31, 2024, the carrying value and fair value of our outstanding long-term debt was as follows: March 31, 2025 December 31, 2024 Carrying Value Fair Value Carrying Value Fair Value Long-term debt (1) $ 1,540,000 $ 1,531,259 $ 1,555,597 $ 1,551,222 (1) Excludes unamortized debt discounts and issuance costs. The fair value of our debt is based on the amount of future cash flows discounted using rates we would currently be able to realize for similar instruments of comparable maturity. If our long-term debt were recorded at fair value, it would be classified as Level 2 in the fair value hierarchy. For more information regarding our debt, see Note 6, Debt. Fair Value Measurements on a Nonrecurring Basis. Assets and liabilities that are measured at fair value on a nonrecurring basis primarily relate to our goodwill, intangible assets and other long-lived assets, which are remeasured when the derived fair value is below carrying value on our condensed consolidated balance sheets. For these assets, we do not periodically adjust carrying value to fair value except in the event of impairment. If we determine that impairment has occurred, the carrying value of the asset would be reduced to fair value and the difference would be recorded as a loss within operating income in our condensed consolidated statements of operations. We had no material remeasurements of such assets or liabilities to fair value during the three months ended March 31, 2025 and 2024. 9 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) 3. Supplemental Balance Sheet and Cash Flow Information Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: March 31, 2025 December 31, 2024 Property held for sale $ 2,471 $ 1,866 Construction contract receivables 7,302 8,513 Prepaid insurance 9,885 2,351 Prepaid commissions 6,984 6,476 Prepaid rent 5,010 3,927 Prepaid events 2,710 1,391 Prepaid professional services 2,672 329 Prepaid software licenses and maintenance 5,393 5,199 Prepaid payroll — 11,883 Other 15,564 10,891 Prepaid expenses and other current assets $ 57,991 $ 52,826 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: March 31, 2025 December 31, 2024 Real estate taxes $ 31,713 $ 34,779 Accrued interest 28,233 10,170 Payroll liabilities 35,655 44,347 Self-insurance accruals 30,231 29,437 Corporate accruals 35,628 35,653 Other 22,810 25,058 Accrued expenses and other current liabilities $ 184,270 $ 179,444 10 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) Supplemental Cash Flow Information (Increases) decreases in operating assets and increases (decreases) in operating liabilities are as follows: Three Months Ended March 31, 2025 2024 Accounts receivable $ 437 $ 732 Center operating supplies and inventories ( 2,216 ) ( 355 ) Prepaid expenses and other current assets ( 15,514 ) ( 14,664 ) Income tax receivable 3,728 2,349 Other assets ( 511 ) 5 Accounts payable ( 3,669 ) ( 12,050 ) Accrued expenses and other current liabilities 31,414 ( 4,192 ) Deferred revenue 4,712 3,756 Other liabilities ( 455 ) 599 Changes in operating assets and liabilities $ 17,926 $ ( 23,820 ) Additional supplemental cash flow information is as follows: Three Months Ended March 31, 2025 2024 Net cash paid for income taxes, net of refunds received $ 1,500 $ 1,546 Cash payments for interest, net of capitalized interest 6,366 35,826 Capitalized interest 2,529 2,739 Non-cash activities: Right-of-use assets obtained in exchange for initial lease liabilities: Operating leases 53,580 — Finance leases 11,585 324 Right-of-use asset adjustments recognized as a result of the remeasurement of existing operating lease liabilities 2,364 187 Non-cash increase in financing obligations as a result of interest accretion 12 20 4. Property and Equipment In January 2025, we entered into a purchase agreement to acquire existing health club and racquet facilities. The acquisition was consummated during April 2025 for a total purchase price of $ 59.7 million, of which $ 19.3 million was paid in cash, $ 39.7 million was paid through the issuance of unregistered shares of the Company’s common stock and $ 0.7 million represents liabilities we assumed. We will account for this transaction as an asset acquisiti on and allocate the entire purchase price to property and equipment. During the three months ended March 31, 2025, we paid $ 3.0 million in cash in connection with the acquisition, which is included in Capital expenditures in our consolidated statement of cash flows. 11 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) 5. Revenue Revenue associated with our membership dues, enrollment fees, and certain services from our in-center businesses is recognized over time as earned. Revenue associated with products and services offered in our cafes and spas, as well as through e-commerce, is recognized at a point in time. The following is a summary of revenue, by major revenue stream, that we recognized during the three months ended March 31, 2025 and 2024: Three Months Ended March 31, 2025 2024 Membership dues and enrollment fees $ 501,653 $ 425,411 In-center revenue 184,001 155,074 Total center revenue 685,654 580,485 Other revenue 20,387 16,232 Total revenue $ 706,041 $ 596,717 The timing associated with the revenue we recognized during the three months ended March 31, 2025 and 2024 is as follows: Three Months Ended March 31, 2025 Three Months Ended March 31, 2024 Center Revenue Other Revenue Total Revenue Center Revenue Other Revenue Total Revenue Goods and services transferred over time $ 612,517 $ 20,387 $ 632,904 $ 516,833 $ 16,232 $ 533,065 Goods and services transferred at a point in time 73,137 — 73,137 63,652 — 63,652 Total revenue $ 685,654 $ 20,387 $ 706,041 $ 580,485 $ 16,232 $ 596,717 Contract liabilities represent payments or consideration received in advance for goods or services that the Company has not yet transferred to the customer. Contract liabilities consist primarily of deferred revenue for fees collected in advance for Dynamic Personal Training, media and athletic events, enrollment fees, membership dues and other in-center service offerings. Contract liabilities at March 31, 2025 and December 31, 2024 were $ 63.1 million and $ 58.4 million, respectively. Contract liabilities that will be recognized within one year are classified as deferred revenue in our condensed consolidated balance sheets. Deferred revenue at March 31, 2025 and December 31, 2024 was $ 63.0 million and $ 58.3 million, respectively, and consists primarily of prepai d Dynamic Personal Training, media and athletic events, enrollment fees, membership dues and other in-center service offerings. Contract liabilities that will be recognized in a future period greater than one year are classified as a component of Other liabilities in our condensed consolidated balance sheets. Long-term contract liabilities at March 31, 2025 and December 31, 2024 were $ 0.1 million and $ 0.1 million, respectively, and consist primarily of deferred enrollment fees. 12 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) 6. Debt Debt consisted of the following: March 31, 2025 December 31, 2024 Term Loan Facility, maturing November 2031 $ 997,500 $ 1,000,000 Revolving Credit Facility, maturing September 2029 — 10,000 6.000 % Senior Secured Notes, maturing November 2031 500,000 500,000 Mortgage Notes, various maturities 38,806 41,865 Other debt 3,448 3,448 Fair value adjustment 246 284 Total debt 1,540,000 1,555,597 Less unamortized debt discounts and issuance costs ( 19,162 ) ( 19,856 ) Total debt less unamortized debt discounts and issuance costs 1,520,838 1,535,741 Less current maturities ( 22,732 ) ( 22,584 ) Long-term debt, less current maturities $ 1,498,106 $ 1,513,157 Term Loan Facility Borrowings under the Term Loan Facility during the three months ended March 31, 2025 bore interest at a rate per annum equal to Term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin of 2.50 %. Effective April 8, 2025, we entered into an interest rate swap agreement for our entire Term Loan Facility notional amount of $ 997.5 million , which converted the variable interest rate of our Term Loan Facility to a fixed interest rate of 3.409 %, plus the applicable margin of 2.50 % (subject to one ratings-based step down of 0.25 %). We are required to make quarterly principal payments of 0.25 % of the outstanding balance on the Term Loan Facility. Revolving Credit Facility At March 31, 2025, there were no outstanding borrowings under the $ 650.0 million Revolving Credit Facility, and there were $ 30.8 million of outstanding letters of credit, resulting in total revolver availability of $ 619.2 million, which was available at intervals ranging from 30 to 180 days at interest rates of SOFR plus an applicable margin of 2.25 % or base rate plus 1.25 % (subject to one ratings-based step down of 0.25 %) . The weighted average interest rate and debt outstanding under the Revolving Credit Facility for the three months ended March 31, 2025 was 7.07 % and $ 10.8 million, respectively. The highest balance during that same period was $ 60.0 million. Debt Covenants We are required to comply with certain affirmative and restrictive covenants under our Term Loan Facility and Revolving Credit Facility (collectively, our “Credit Facilities”), 6.000 % Senior Secured Notes and Mortgage Notes. We are also required to comply with a first lien net leverage ratio covenant under the Revolving Credit Facility, which requires us to maintain a first lien net leverage ratio, if 30.00 % or more of the Revolving Credit Facility commitments are outstanding shortly after the end of any fiscal quarter (excluding all cash collateralized undrawn letters of credit and other undrawn letters of credit up to $ 90.0 million). As of March 31, 2025, we were either in compliance in all material respects with the covenants or the covenants were not applicable. 13 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) Future Maturities of Long-Term Debt Aggregate annual future maturities of long-term debt, excluding unamortized discounts, issuance costs and fair value adjustments, at March 31, 2025 were as follows: April 2025 through March 2026 $ 22,732 April 2026 through March 2027 20,755 April 2027 through March 2028 25,807 April 2028 through March 2029 10,189 April 2029 through March 2030 10,199 Thereafter 1,450,072 Total future maturities of long-term debt $ 1,539,754 7. Stockholders’ Equity Share-Based Compensation Expense Share-based compensation expense for the three months ended March 31, 2025 was $ 11.9 million, of which $ 10.3 million and $ 1.6 million was associated with equity-classified awards and liability-classified awards, respectively. Share-based compensation expense for the three months ended March 31, 2024 was $ 7.6 million, of which $ 7.8 million and $( 0.2 ) million was associated with equity-classified awards and liability-classified awards, respectively. Restricted Stock Units During the three months ended March 31, 2025, the Company granted approximately 0.6 million restricted stock unit awards under the 2021 Incentive Award Plan, of which approximately 0.3 million were time-based vesting awards that vest in three ratable installments and approximately 0.3 million were performance-based vesting awards granted to our executives in connection with our short-term incentive compensation program, in each case subject to continuous employment from the grant date through the applicable vesting date unless otherwise agreed with the award recipient. We determine the grant date fair value of restricted stock unit awards by multiplying the number of restricted stock unit awards by the closing trading price of our common stock on the grant date. Performance Stock Units During the three months ended March 31, 2025, the Company granted approximately 0.3 million three-year performance stock unit awards under the 2021 Incentive Award Plan, all of which were granted to our executives in connection with our long-term incentive compensation program. The performance stock unit awards are based on our Adjusted EBITDA with performance determined each year for one-third of such award but the entire award does not vest until the end of the three-year period. We determine the grant date fair value of performance stock unit awards by multiplying the number of performance stock unit awards by the closing trading price of our common stock on the grant date. Other Share-Based Payment Awards 2025 Short-Term Incentive Program During the three months ended March 31, 2025, the Company adopted a short-term incentive compensation program for eligible team members who are not executive officers. Pursuant to this program, awards will be paid o ut in cash and/o r through the issuance of fully-vested shares of the Company’s common stock in early 2026 if the Company’s performance exceeds the tranche one performance metric. As of March 31, 2025, we expect that all of these awards will be settled in fully-vested shares of the Company’s common stock. Accordingly, we are accounting for the potential issuance of these shares of common stock as share-based payment awards granted under this program. Because the incentive compensation associated with these awards represents a fixed dollar amount that, if payable, will be settled in a variable number of shares of the Company’s common stock, we are currently accounting for these awards as liability-classified share-based payment awards. Accordingly, the offset to the share-based compensation expense we have recognized in connection with these awards during the three months ended 14 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) March 31, 2025 is included in Accrued expenses and other current liabilities on our March 31, 2025 condensed consolidated balance sheet. 2024 Short-Term Incentive Program In February 2025, our board of directors determined that our 2024 performance exceeded the tranche three performance metric under our 2024 short-term incentive compensation program and issued corresponding shares of common stock to our eligible employees. Effective as of the determination date, the $ 13.7 million then-outstanding liability we had recognized in connection with these liability-classified share-based payment awards was reclassified out of Accrued expenses and other current liabilities and into Common stock and Additional paid-in capital on our condensed consolidated balance sheet during the three months ended March 31, 2025. 8. Income Per Share For the three months ended March 31, 2025 and 2024 , o ur potentially dilutive securities included stock options, restricted stock units, performance stock units and shares to be issued under our employee stock purchase plan. The following table sets forth the calculation of basic and diluted income per share for the three months ended March 31, 2025 and 2024: Three Months Ended March 31, 2025 2024 Net income $ 76,142 $ 24,917 Weighted-average common shares outstanding – basic 211,958 197,498 Dilutive effect of stock-based compensation awards 11,661 5,258 Weighted-average common shares outstanding – diluted 223,619 202,756 Income per common share – basic $ 0.36 $ 0.13 Income per common share – diluted $ 0.34 $ 0.12 The following is a summary of potential shares of common stock that were antidilutive and excluded from the weighted average share computations for the three months ended March 31, 2025 and 2024: Three Months Ended March 31, 2025 2024 Stock options 37 6,849 Restricted stock units 2 354 Potential common shares excluded from the weighted average share calculations 39 7,203 9. Commitments and Contingencies Life Time, Inc. et al. v. Zurich American Insurance Company On August 19, 2020, Life Time, Inc., several of its subsidiaries, and a joint venture entity, Bloomingdale Life Time Fitness LLC (collectively, the “Life Time Parties”) filed a complaint against Zurich American Insurance Company (“Zurich”) in the Fourth Judicial District of the State of Minnesota, County of Hennepin (Case No. 27-CV-20-10599) (the “Action”) seeking declaratory relief and damages with respect to Zurich’s failure under a property/business interruption insurance policy to provide certain coverage to the Life Time Parties related to the closure or suspension by governmental authorities of their business activities due to the spread or threat of the spread of COVID-19. On March 15, 2021, certain of the Life Time Parties filed a First Amended Complaint in the Action adding claims against Zurich under a Builders’ Risk policy related to the suspension of multiple construction projects. The Court granted Zurich’s dispositive motions on July 25, 2024, dismissing the 15 Table of Contents LIFE TIME GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Table amounts in thousands except per share data) Life Time Parties’ claims with prejudice, and entered judgment on July 26, 2024. The Life Time Parties have appealed from that judgment to the Minnesota Court of Appeals. The appeal has been briefed by the parties and is currently scheduled for oral argument on May 15, 2025. The Action is subject to many uncertainties, and the outcome of the matter is not predictable with any assurance. Other We are also engaged in other proceedings incidental to the normal course of business. Due to their nature, such legal proceedings involve inherent uncertainties, including but not limited to court rulings, negotiations between affected parties and governmental intervention. We establish reserves for matters that are probable and estimable in amounts we believe are adequate to cover reasonable adverse judgments. Based upon the information available to us and discussions with legal counsel, it is our opinion that the outcome of the various legal actions and claims that are incidental to our business will not have a material adverse impact on our consolidated financial position, results of operations or cash flows. Such matters are subject to many uncertainties, and the outcomes of individual matters are not predictable with assurance. 10. Subsequent Events In preparing the accompanying condensed consolidated financial statements, we have evaluated the period from March 31, 2025 through the date the condensed consolidated financial statements were issued for material subsequent events. Except for the closing of an acquisition in April 2025, as disclosed in Note 4, Property and Equipment, and the interest rate swap agreement entered into in April 2025, as disclosed in Note 6, Debt, there have been no other events or transactions during this time which would have a material effect on the condensed consolidated financial statements and therefore would require recognition or disclosure. 16 Table of Contents