What changed in this filing

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Item 1. Financial Statements

2025-08-05 compared with 2025-05-08 · 236 added, 70 removed, 346 unchanged (47% of the section changed)

49 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Center revenue $ 735,865 $ 645,007 $ 1,421,519 $ 1,225,492

11 unchanged sentences

Interest expense, net of interest income ( 21,784 ) ( 37,669 ) ( 46,891 ) ( 75,072 )

Equity in (loss) earnings of affiliates ( 16 ) 177

Equity in earnings (loss) of affiliates 37 ( 464 ) 21 ( 287 )

Other income 12,873 — 12,873 —

Total other expense ( 8,874 ) ( 38,133 ) ( 33,997 ) ( 75,359 )

14 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net income $ 72,102 $ 52,805 $ 148,244 $ 77,722

Other comprehensive income (loss):

Foreign currency translation adjustments, net of tax of $ 0

3,912 ( 649 ) 3,977 ( 2,316 )

Derivative instruments:

Unrealized gain, net of tax of $ 384 , $ 0 , $ 384 and $ 0 , respectively

Realized gain reclassified from accumulated other comprehensive loss to earnings, net of tax of $( 584 ), $ 0 , $( 584 ) and $ 0 , respectively

( 1,516 ) — ( 1,516 ) —

Other comprehensive income (loss) 3,393 ( 649 ) 3,458 ( 2,316 )

Comprehensive income $ 75,495 $ 52,156 $ 151,702 $ 75,406

7 unchanged sentences

Shares Amount

Balance at March 31, 2025 217,899 $ 2,179 $ 3,089,455 $ ( 344,431 ) $ ( 12,732 ) $ 2,734,471

Net income — — — 72,102 — 72,102

Other comprehensive income — — — — 3,393 3,393

Share-based compensation — — 11,896 — — 11,896

Stock option exercises 468 5 5,981 — — 5,986

Issuances of common stock in connection with the vesting of restricted stock units 91 1 ( 265 ) — — ( 264 )

Issuances of common stock in connection with the employee stock purchase plan 87 1 1,874 — — 1,875

Issuance of common stock in connection with an asset acquisition 1,355 13 39,717 — — 39,730

Settlement of accrued compensation liabilities through the issuance of common stock 2 — 54 — — 54

Balance at June 30, 2025 219,902 $ 2,199 $ 3,148,712 $ ( 272,329 ) $ ( 9,339 ) $ 2,869,243

Common Stock Additional Paid-In

Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total

Shares Amount

Balance at December 31, 2024 207,495 $ 2,075 $ 3,041,645 $ ( 420,573 ) $ ( 12,797 ) $ 2,610,350

4 unchanged sentences

Issuances of common stock in connection with the vesting of restricted stock units 1,201 12 ( 4,223 ) — — ( 4,211 )

Issuances of common stock in connection with the employee stock purchase plan 87 1 1,874 — — 1,875

Issuance of common stock in connection with an asset acquisition 1,355 13 39,717 — — 39,730

Settlement of accrued compensation liabilities through the issuance of common stock 452 5 13,754 — — 13,759

Balance at June 30, 2025 219,902 $ 2,199 $ 3,148,712 $ ( 272,329 ) $ ( 9,339 ) $ 2,869,243

Common Stock Additional Paid-In

Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total

Shares Amount

Balance at March 31, 2024 198,791 $ 1,988 $ 2,861,359 $ ( 551,896 ) $ ( 8,592 ) $ 2,302,859

Net income — — — 52,805 — 52,805

Other comprehensive loss — — — — ( 649 ) ( 649 )

Share-based compensation — — 10,120 — — 10,120

Stock option exercises 98 1 1,005 — — 1,006

Issuances of common stock in connection with the vesting of restricted stock units 60 — ( 106 ) — — ( 106 )

Issuances of common stock in connection with the employee stock purchase plan 103 1 1,461 — — 1,462

Balance at June 30, 2024 199,052 $ 1,990 $ 2,873,839 $ ( 499,091 ) $ ( 9,241 ) $ 2,367,497

Common Stock Additional Paid-In

7 unchanged sentences

Issuances of common stock in connection with the vesting of restricted stock units 686 6 ( 988 ) — — ( 982 )

Issuances of common stock in connection with the employee stock purchase plan 103 1 1,461 — — 1,462

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

Balance at June 30, 2024 199,052 $ 1,990 $ 2,873,839 $ ( 499,091 ) $ ( 9,241 ) $ 2,367,497

See notes to unaudited condensed consolidated financial statements.

3 unchanged sentences

(In thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

6 unchanged sentences

Impairment charges associated with long-lived assets 1,177 1,420

Loss on disposal of property and equipment, net 128 245

Loss (gain) on disposal of property and equipment, net 12,623 ( 11,067 )

Amortization of debt discounts and issuance costs 1,812 4,006

4 unchanged sentences

Capital expenditures ( 364,486 ) ( 301,107 )

Proceeds from sale-leaseback transactions 138,771 142,671

Proceeds from the sale of land — 6,328

Other ( 4,936 ) ( 2,173 )

5 unchanged sentences

Repayments of finance lease liabilities ( 1,221 ) ( 403 )

Proceeds from financing obligations 10,300 4,300

Proceeds from stock option exercises 33,866 1,490

Proceeds from issuances of common stock in connection with the employee stock purchase plan 1,875 1,462

Other ( 4,365 ) ( 1,304 )

Net cash provided by financing activities 7,380 74,975

Net cash provided by (used in) financing activities 19,291 ( 87,102 )

Effect of exchange rates on cash and cash equivalents and restricted cash and cash equivalents 177 ( 55 )

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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.

As of June 30, 2025, we operated 184 centers in 31 states and one Canadian province.

Basis of Presentation

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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:

As of June 30, 2025 and December 31, 2024, assets and liabilities that are measured at fair value on a recurring basis were as follows:

June 30, 2025

Level 1 Level 2 Level 3 Total

Interest rate swaps (1)

$ — $ 4,771 $ — $ 4,771

Cash surrender value of life insurance policies (2)

— 16,780 — 16,780

Total assets $ — $ 21,551 $ — $ 21,551

Interest rate swaps (1)

$ — $ 4,862 $ — $ 4,862

Deferred compensation (3)

14,608 — — 14,608

Total liabilities $ 14,608 $ 4,862 $ — $ 19,470

December 31, 2024

Level 1 Level 2 Level 3 Total

Cash surrender value of life insurance policies (2)

$ — $ 15,979 $ — $ 15,979

Deferred compensation (3)

$ 13,575 $ — $ — $ 13,575

(1) Interest rate swaps are valued using pricing models that incorporate market interest rate curves that are observable at commonly quoted intervals for the full term of the swaps.

(2) The life insurance policies are valued based on the underlying investment assets, which are priced using observable market data.

(3) Deferred compensation liabilities are valued based on the quoted market prices associated with the underlying assumed investments that have been selected by the plan participants.

For more information regarding our interest rate swaps, see Note 6, Derivative Instruments and Hedging Activities.

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

Long-term debt.

At June 30, 2025 and December 31, 2024, the carrying value and fair value of our outstanding long-term debt was as follows:

2025 December 31,

Carrying Value Fair

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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.

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

We had no material remeasurements of such assets or liabilities to fair value during the three and six months ended June 30, 2025 and 2024.

Employee Retention Credits

On March 27, 2020, Congress enacted the CARES Act to provide certain relief as a result of the COVID-19 pandemic.

The CARES Act, among other things, provided for refundable payroll tax credits for employee retention, or employee retention credits.

During the three and six months ended June 30, 2025, the Company received $ 12.9 million in net cash proceeds from these employee retention credits, including interest income and net of fees and expenses.

These credits were recognized in the period in which the cash was received as Other Income in our condensed consolidated statements of operations.

Supplemental Balance Sheet and Cash Flow Information

4 unchanged sentences

Construction contract receivables 12,784 8,513

Interest rate swap assets 4,771 —

Prepaid insurance 6,465 2,351

1 unchanged sentence

Prepaid rent 4,884 3,927

Prepaid events 2,710 1,391

Prepaid professional services 2,672 329

Prepaid software licenses and maintenance 12,262 5,199

2 unchanged sentences

Prepaid expenses and other current assets $ 64,948 $ 52,826

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

Accrued Expenses and Other Current Liabilities

8 unchanged sentences

Accrued expenses and other current liabilities $ 197,660 $ 179,444

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

Six Months Ended

Accounts receivable $ ( 926 ) $ ( 1,802 )

9 unchanged sentences

Additional supplemental cash flow information is as follows:

Three Months Ended

Six Months Ended

Net cash paid for income taxes, net of refunds received $ 24,162 $ 9,235

Cash payments for interest, net of capitalized interest 6,366 35,826

Net cash paid for interest (including cash settlements associated with interest rate swaps), net of capitalized interest 36,716 69,984

Capitalized interest 6,402 3,962

Non-cash activities:

Common stock issuance in connection with an asset acquisition 39,730 —

Right-of-use assets obtained in exchange for initial lease liabilities:

3 unchanged sentences

Non-cash increase in financing obligations as a result of interest accretion 96 70

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.

LIFE TIME GROUP HOLDINGS, INC.

2 unchanged sentences

(Table amounts in thousands except per share data)

Property and Equipment

In January 2025, we entered into a purchase agreement to acquire existing health club and racquet facilities.

We accounted for this transaction as an asset acquisiti on and allocated the entire purchase price to property and equipment.

Accordingly, the $ 19.3 million we paid in cash in connection with this acquisition d uring the six months ended June 30, 2025 is included in Capital expenditures in our consolidated statement of cash flows.

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:

The following is a summary of revenue, by major revenue stream, that we recognized during the three and six months ended June 30, 2025 and 2024:

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Membership dues and enrollment fees $ 527,309 $ 462,696 $ 1,028,962 $ 888,107

3 unchanged sentences

Total revenue $ 761,469 $ 667,761 $ 1,467,510 $ 1,264,478

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

The timing associated with the revenue we recognized during the three months ended June 30, 2025 and 2024 is as follows:

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024

Revenue Other

6 unchanged sentences

Total revenue $ 735,865 $ 25,604 $ 761,469 $ 645,007 $ 22,754 $ 667,761

The timing associated with the revenue we recognized during the six months ended June 30, 2025 and 2024 is as follows:

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

Revenue Other

Revenue Total

Revenue Center

Revenue Other

Revenue Total

Goods and services transferred over time $ 1,263,805 $ 45,991 $ 1,309,796 $ 1,084,753 $ 38,986 $ 1,123,739

Goods and services transferred at a point in time 157,714 — 157,714 140,739 — 140,739

Total revenue $ 1,421,519 $ 45,991 $ 1,467,510 $ 1,225,492 $ 38,986 $ 1,264,478

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 consist primarily of deferred revenue for fees collected in advance for Dynamic Personal Training, media and athletic events, other in-center service offerings, enrollment fees and membership dues.

Contract liabilities at June 30, 2025 and December 31, 2024 were $ 61.0 million and $ 58.4 million, respectively.

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

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.

Deferred revenue at June 30, 2025 and December 31, 2024 was $ 60.9 million and $ 58.3 million, respectively, and consists primarily of prepai d Dynamic Personal Training, media and athletic events, other in-center service offerings, enrollment fees and membership dues.

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.

Long-term contract liabilities at June 30, 2025 and December 31, 2024 were $ 0.1 million and $ 0.1 million, respectively, and consist primarily of deferred enrollment fees.

During the six months ended June 30, 2025 and 2024, $ 41.0 million and $ 32.7 million of revenue was recognized that had been included in the contract liabilities balance at December 31, 2024 and 2023, respectively.

Derivative Instruments and Hedging Activities

We are exposed to interest rate risk on our variable rate debt (see Note 7, Debt).

As a result, we utilize derivative instruments from time to time, including interest rate swap agreements, to manage our exposure.

We only hold derivative instruments for economic hedging purposes, not for speculative or trading purposes.

Derivative instruments expose us to credit risk to the extent that the counterparties are unable to meet the terms of the arrangements.

To minimize our exposure to such credit risk, we transact only with highly-rated banks and financial institutions.

For each derivative instrument that qualifies for and is designated as a cash flow hedge of interest rate risk, the unrealized gain or loss associated with changes in the fair value of the instrument is initially recognized as a component of accumulated other comprehensive loss (“AOCL”) on our condensed consolidated balance sheet.

This gain or loss is subsequently reclassified into earnings in the same period that the forecasted hedged transaction affects earnings.

We assess hedge effectiveness using the dollar-offset method on a cumulative basis at inception and on an ongoing basis.

We would prospectively discontinue hedge accounting for a cash flow hedge derivative instrument if and when the applicable criteria are no longer met, the instrument expires, is sold, terminated or exercised or we remove the hedge designation.

In that circumstance, the net unrealized gain or loss that is then recognized in AOCL would be reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings, unless the forecasted transaction is no longer probable in which case the net gain or loss would be reclassified into earnings immediately.

Interest Rate Swaps

During the three months ended June 30, 2025 , we entered into receive-variable, pay-fixed interest rate swap agreements with five high-quality institutional banks, each of which had an effective date of April 8, 2025 and is set to expire on April 5, 2028.

On the effective date, the initial aggregate notional amount associated with these interest rate swaps was $ 997.5 million, the then-outstanding variable rate borrowings under our Term Loan Facility.

The aggregate notional amount associated with these interest rate swaps decreases over time in a manner that is closely aligned with the timing and amount of scheduled principal payments due with respect to the outstanding borrowings under our Term Loan Facility.

At June 30, 2025 , the aggregate notional amount associated with these interest rate swaps was $ 995.0 million.

Pursuant to these interest rate swaps, we make fixed interest payments at 3.409 % in exchange for receiving variable interest payments based on SOFR.

Because the fair value of interest rate swap arrangements is derived from market-based rates, they are classified as derivative financial instruments.

We recognize all of our interest rate swap assets and liabilities at fair value (see “Fair Value Measurements” within Note 2, Summary of Significant Accounting Policies).

Each of our interest rate swaps qualifies for and has been designated as a cash flow hedge.

As of June 30, 2025, w e have determined that each of our interest rate swaps is highly effective in achieving offsetting changes in the fair value of the expected future variable cash flows associated with the outstanding borrowings under our Term Loan Facility.

Accordingly, unrealized gains or losses associated with changes in the fair value of our interest rate swaps are recognized as a component of AOCL on our condensed consolidated balance sheets.

Realized gains or losses associated with the monthly cash settlements we receive or pay, respectively, in connection with our interest rate swaps are reclassified out of AOCL and recognized in Interest expense, net of interest income in our condensed consolidated statements of operations in the same period during which interest expense associated with the hedged variable interest rate payments is recognized.

LIFE TIME GROUP HOLDINGS, INC.

2 unchanged sentences

(Table amounts in thousands except per share data)

The monthly cash settlements we receive or pay in connection with these interest rate swaps are reported within operating activities in our condensed consolidated statements of cash flows.

The fair value of our outstanding designated interest rate swap assets and liabilities is reported in our condensed consolidated balance sheet as follows:

June 30, 2025 Classification on Condensed Consolidated Balance Sheet

Interest rate swap assets $ 4,771 Prepaid expenses and other current assets

Interest rate swap liabilities $ 4,862 Other liabilities

The unrealized gain (loss) associated with our interest rate swaps that was recognized in AOCL, as well as the realized gain that was reclassified out of AOCL to earnings, during the three and six months ended June 30, 2025 were as follows:

Three Months Ended June 30, 2025 Six Months Ended June 30, 2025 Affected Line Item on Condensed Consolidated Statements of Operations

Balance in AOCL at March 31, 2025 and December 31, 2024, respectively

Unrealized gain:

Pretax unrealized gain (effective portion) 1,381 1,381

Tax expense ( 384 ) ( 384 )

Unrealized gain, net of tax (effective portion) 997 997

Realized gain reclassified to earnings:

Pretax realized gain reclassified to earnings (effective portion) ( 2,100 ) ( 2,100 ) Interest expense, net of interest income

Tax expense 584 584 Provision for income taxes

Realized gain reclassified to earnings, net of tax (effective portion) ( 1,516 ) ( 1,516 )

Balance in AOCL at June 30, 2025

$ ( 519 ) $ ( 519 )

At June 30, 2025 , we expect approximately $ 2.9 million of after-tax realized gain on interest rate swaps to be reclassified out of AOCL to earnings within the next 12 months.

The remaining maturity of our interest rate swaps at June 30, 2025 was 2.8 years.

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

Debt consisted of the following:

13 unchanged sentences

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 %).

The variable rate interest payments on our Term Loan Facility are hedged by our interest rate swaps.

Pursuant to these interest rate swaps, we effectively pay fixed interest on our outstanding Term Loan Facility borrowings at 3.409 %, plus an applicable margin.

With the upgrade of our issuer credit rating by S&P Global Ratings on June 18, 2025, our applicable margin was reduced by 0.25 % to 2.25 % effective on June 19, 2025.

As a result, the effective fixed interest rate associated with our outstanding Term Loan Facility borrowings a t June 30, 2025 was 5.659 %.

We are required to make quarterly principal payments of 0.25 % of the outstanding balance on the Term Loan Facility.

See Note 6, Derivative Instruments and Hedging Activities for more information regarding our interest rate swaps.

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.

At June 30, 2025, there wer e no outstanding b orrowings under our $ 650.0 million Revolving Credit Facility, and there were $ 31.5 million of outstanding letters of credit, resulting in total revolver availability of $ 618.5 million, which was available at intervals ranging from 30 to 180 days at interest rates of SOFR plus an applicable margin of 2.00 % or base rate plus 1.00 % (after the ratings-based step down of 0.25 % effective June 19, 2025) .

The weighted average interest rate and debt outstanding under the Revolving Credit Facility for the six months ended June 30, 2025 was 7.32 % and $ 7.6 million, respectively.

The highest balance during that same period was $ 60.0 million.

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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.

As of June 30, 2025, we were either in compliance in all material respects with the covenants or the covenants were not applicable.

LIFE TIME GROUP HOLDINGS, INC.

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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

Aggregate annual future maturities of long-term debt, excluding unamortized discounts, issuance costs and fair value adjustments, at June 30, 2025 were as follows:

July 2025 through June 2026 $ 22,873

July 2026 through June 2027 31,824

July 2027 through June 2028 11,504

July 2028 through June 2029 10,189

July 2029 through June 2030 10,199

Thereafter 1,447,560

Total future maturities of long-term debt $ 1,534,149

Sale-Leaseback Transactions with Unrelated Third Parties

During the six months ended June 30, 2025 , we entered into and consummated a sale-leaseback transaction with one unr elated third party.

Under this transaction, we sold three properties with a combined net book value of $ 151.3 million for $ 150.0 million of gross cash proceeds , which were reduced by transaction costs of $ 0.9 million , for net cash proceeds of $ 149.1 million .

The estimated fair value of the properties sold was $ 139.7 million .

Accordingly, the aggregate cash sales price associated with this transaction was decreased by $ 10.3 million , which resulted in the recognition of a loss of $ 12.5 million on this transaction .

This loss is included in Other operating expense in our condensed consolidated statement of operations.

The entire aggregate off-market adjustment of $ 10.3 million was associated with the sales price being greater than the fair value of the properties sold, which was recognized as a reduction to the aggregate sales price and as financing obligations separate from the related operating lease liabilities .

Proceeds from the financing obligations are reported within financing activities on our condensed consolidated statement of cash flows.

Right-of-use assets and lease liabilities recognized in connection with this sale-leaseback transaction were $ 77.1 million and $ 76.1 million , respectively.

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.

Share-based compensation expense for the three months ended June 30, 2025 was $ 16.4 million, of which $ 11.9 million and $ 4.5 million was associated with equity-classified awards and liability-classified awards, respectively.

Share-based compensation expense for the six months ended June 30, 2025 was $ 28.3 million, of which $ 22.2 million and $ 6.1 million was associated with equity-classified awards and liability-classified awards, respectively.

Share-based compensation expense for the three months ended June 30, 2024 was $ 11.1 million, of which $ 10.1 million and $ 1.0 million was associated with equity-classified awards and liability-classified awards, respectively.

Share-based compensation expense for the six months ended June 30, 2024 was $ 18.7 million, of which $ 18.0 million and $ 0.7 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.

During the six months ended June 30, 2025, the Company granted approximately 1.2 million restricted stock unit awards under the 2021 Incentive Award Plan, of which approximately 0.9 million were time-based vesting awards that vest in ratable installments ranging from one to three years 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.

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

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.

During the six months ended June 30, 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.

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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.

During the six months ended June 30, 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.

As of June 30, 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

Accordingly, the offset to the share-based compensation expense we have recognized in connection with these awards during the six months ended June 30, 2025 is included in Accrued expenses and other current liabilities on our June 30, 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 $ 13.8 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 six months ended June 30, 2025.

Accumulated Other Comprehensive Loss

Changes in the AOCL balances for the three and six months ended June 30, 2025 were as follows (all amounts are reported net of tax):

Three Months Ended June 30, 2025 Six Months Ended June 30, 2025

Foreign Currency Translation Adjustments Unrealized Loss on Derivative Instruments Total Foreign Currency Translation Adjustments Unrealized Loss on Derivative Instruments Total

AOCL balance at March 31, 2025 and December 31, 2024, respectively

$ ( 12,732 ) $ — $ ( 12,732 ) $ ( 12,797 ) $ — $ ( 12,797 )

Other comprehensive income before reclassifications 3,912 997 4,909 3,977 997 4,974

Amounts reclassified from AOCL to earnings — ( 1,516 ) ( 1,516 ) — ( 1,516 ) ( 1,516 )

AOCL balance at June 30, 2025

$ ( 8,820 ) $ ( 519 ) $ ( 9,339 ) $ ( 8,820 ) $ ( 519 ) $ ( 9,339 )

Changes in AOCL balances for the three and six months ended June 30, 2024 were related to foreign currency translation adjustments only.

LIFE TIME GROUP HOLDINGS, INC.

2 unchanged sentences

(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

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.

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:

For the three and six months ended June 30, 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 and six months ended June 30, 2025 and 2024:

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net income $ 72,102 $ 52,805 $ 148,244 $ 77,722

4 unchanged sentences

Income per common share – diluted $ 0.32 $ 0.26 $ 0.66 $ 0.38

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:

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 and six months ended June 30, 2025 and 2024:

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Stock options 10 5,843 10 5,843

7 unchanged sentences

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

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 Court granted Zurich’s dispositive motions on July 25, 2024, dismissing the 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 appeal has been briefed by the parties and oral arguments were held on May 15, 2025.

The Action is subject to many uncertainties, and the outcome of the matter is not predictable with any assurance.

2 unchanged sentences

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.

LIFE TIME GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands except per share data)

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.

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.

In preparing the accompanying condensed consolidated financial statements, we have evaluated the period from June 30, 2025 through the date the condensed consolidated financial statements were issued for material subsequent events.

There have been no events or transactions during this time which would have a material effect on the condensed consolidated fina ncial statements and therefore would require recognition or disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements