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What changed in Life Time Group Holdings, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Life Time Group Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+326 added−328 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-27)

Top changes in Life Time Group Holdings, Inc.'s 2025 10-K

326 paragraphs added · 328 removed · 265 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

60 edited+11 added−11 removed42 unchanged
Biggest changeAvailable Information We file annual, quarterly and special reports and other information with the SEC. Our filings with the SEC are available to the public on the SEC’s website at http://www.sec.gov. Those filings are also available to the public free of charge on, or accessible through, our investor relations website at www.ir.lifetime.life under the “SEC Filings” tab.
Biggest changeThose filings are also available to the public free of charge on, or accessible through, our investor relations website at https://ir.lifetime.life under the “SEC Filings” tab. The information we file with the SEC or contained on or accessible through our corporate website or any other website that we may maintain is not part of this Annual Report.
Governmental Laws and Regulations Our operations and business practices are subject to laws and regulations at federal, state, provincial and local levels, including consumer protection laws, health and safety regulations, licensing requirements and regulations related to our training, cafe and bistro, spa, aquatics, child care and ancillary health and fitness-related products and services, environmental laws and regulations, including those related to the handling, use, investigation, remediation and storage of hazardous materials, the emission, release and discharge of hazardous materials into the environment, the health and safety of our employees and the disclosure of our environmental initiatives, fair housing laws, accessibility laws, regulations and laws related to the collection, 11 Table of Contents use and security of personal information about our members, guests and other third parties, and wage and hour and other labor and employment laws.
Governmental Laws and Regulations Our operations and business practices are subject to laws and regulations at federal, state, provincial and local levels, including consumer protection laws, health and safety regulations, licensing requirements and regulations related to our training, cafe and bistro, spa, aquatics, child care and ancillary health and fitness-related products and services, environmental laws and 11 Table of Contents regulations, including those related to the handling, use, investigation, remediation and storage of hazardous materials, the emission, release and discharge of hazardous materials into the environment, the health and safety of our employees and the disclosure of our environmental initiatives, fair housing laws, accessibility laws, regulations and laws related to the collection, use and security of personal information about our members, guests and other third parties, and wage and hour and other labor and employment laws.
We generally expect to have net invested capital, which we define as gross invested capital, net of construction reimbursements, less net proceeds from sale-leaseback transactions, of $25-$30 million per new location on average, with an average return on net invested capital across our portfolio targeted at in excess of 30% after the three to four years it takes on average for our new centers to ramp to expected performance.
We generally expect to have net invested capital, which we define as gross invested capital, net of construction reimbursements, less net proceeds from sale-leaseback transactions, of $25-$30 million per new location on average, with an average cash on cash return across our portfolio targeted at in excess of 30% after the three to four years it takes on average for our new centers to ramp to expected performance.
Depending on the size and location of a center, we offer expansive fitness floors with top-of-the-line equipment, spacious locker rooms, group fitness studios and spaces, indoor and outdoor pools and bistros, indoor and outdoor tennis courts, indoor and outdoor pickleball courts, basketball courts, LifeSpa, LifeCafe and our childcare and Kids Academy learning spaces.
Depending on the size and location of a center, we offer expansive fitness floors with top-of-the-line equipment, spacious locker rooms, group fitness studios and spaces, recovery spaces, indoor and outdoor pools and bistros, indoor and outdoor tennis courts, indoor and outdoor pickleball courts, basketball courts, LifeSpa, LifeCafe and our childcare and Kids Academy learning spaces.
Our footprint of athletic country clubs as of December 31, 2024: 4 Table of Contents Our Membership Offering We offer a variety of convenient month-to-month memberships with no long-term contracts, including: • base memberships that provide general access (with some amenities excluded) to a selected home center and all centers with the same or lower base monthly dues rate, with the option for a junior membership as an add-on.
Our footprint of athletic country clubs as of December 31, 2025: 4 Table of Contents Our Membership Offering We offer a variety of convenient month-to-month memberships with no long-term contracts, including: • base memberships that provide general access (with some amenities excluded) to a selected home center and all centers with the same or lower base monthly dues rate, with the option for a junior membership as an add-on.
Competition We consider the following groups to be the primary participants in the health, fitness and wellness industry: • health center operators, including, but not limited to, Equinox Holdings, Inc., The Bay Club Company, Invited (formerly ClubCorp), LA Fitness International, LLC and 24 Hour Fitness Worldwide, Inc.; • the YMCA and similar non-profit organizations or community centers; • physical fitness and recreational facilities established by local governments, hospitals and businesses; • local salons, cafes and businesses offering similar ancillary services; • small fitness clubs and studios and other boutique fitness offerings, including Anytime Fitness, Snap Fitness, Planet Fitness, Orange Theory, Barre3, StretchLab and others; • racquet, tennis, pickleball and other athletic centers; • rental unit and condominium amenity centers; • country clubs; • digital fitness and health services, including online or other technology-based personal training and fitness and nutrition coaching; • the home-use fitness equipment industry; • athletic event operators and related suppliers; • providers of office co-working spaces and luxury apartments; and • providers of wellness and other health and wellness-orientated products and services.
Competition We consider the following groups to be the primary participants in the health, fitness and wellness industry: • health center operators, including, but not limited to, Equinox Holdings, Inc., The Bay Club Company, Invited (formerly ClubCorp), LA Fitness International, LLC, Powerhouse Gym and 24 Hour Fitness Worldwide, Inc.; • the YMCA and similar non-profit organizations or community centers; • physical fitness and recreational facilities established by local governments, hospitals and businesses; • local salons, cafes and businesses offering similar ancillary services; • small fitness clubs and studios and other boutique fitness offerings, including Anytime Fitness, Snap Fitness, Planet Fitness, Orange Theory, Barre3, StretchLab and others; • racquet, tennis, pickleball and other athletic centers; • rental unit and condominium amenity centers; • country clubs; • digital fitness, wellness and health services, including online or other technology-based personal training and fitness, wellness and nutrition coaching; • the home-use fitness equipment industry; • athletic event operators and related suppliers; • providers of office co-working spaces and luxury apartments; and • providers of wellness and other health and wellness-orientated products and services, including nutritional supplements.
We do not count junior memberships as incremental in our membership count since they are already part of our base membership; • signature memberships that are base memberships plus access to certain products, services or spaces that would otherwise be accessible only upon payment of additional dues or fees such as small group training and court time for certain racquet sports at certain centers; • qualified base memberships that can be purchase d at a reduced rate through partnerships with third party administrators including certain medical insurance providers and which may have limited hours; and • digital on-hold memberships for members who do not currently wish to access our centers, but still want to maintain certain member benefits, including the right to convert back to a Center membership without paying an enrollment fee.
We do not count junior memberships as incremental in our membership count since they are already part of our base membership; • signature memberships that are base memberships plus access to certain products, services or spaces that would otherwise be accessible only upon payment of additional dues or fees such as small group training and court time for certain racquet sports at certain centers; • qualified base memberships that can be purchase d at a reduced rate and which may be subsidized through partnerships with third party administrators including certain medical insurance providers and which may have limited hours and have limited locations at which they are offered; and • on-hold memberships for members who do not currently wish to access our centers, but still want to maintain certain member benefits, including the right to convert back to a Center membership without paying an enrollment fee.
We have built our reputation and robust brand equity through our continuous focus on delivering high-quality experiences through our omni-channel physical and digital ecosystem that includes more than 175 centers—distinctive, resort-like athletic country club destinations—across 31 states in the United States and one province in Canada.
We have built our reputation and robust brand equity through our continuous focus on delivering high-quality experiences through our omni-channel physical and digital ecosystem that includes more than 185 centers—distinctive, resort-like athletic country club destinations—across 31 states in the United States and one province in Canada.
Our growth strategy is flexible and we can capitalize on a variety of opportunities including (i) within existing facilities that we can acquire at below market value and open more quickly; (ii) by entering into or taking over leases with tenant improvement contributions from landlords; (iii) by adapting existing retail or office space with tenant improvement contributions; and (iv) through ground-up suburban builds leveraging sale-leaseback proceeds as a mechanism to recycle capital and reduce our overall net invested capital.
Our growth strategy is flexible and we can capitalize on a variety of opportunities including (i) ground-up suburban builds leveraging sale-leaseback proceeds as a mechanism to recycle capital and reduce our overall net invested capital; (ii) existing facilities that we can acquire at below market value and open more quickly; (iii) entering into or taking over leases with tenant improvement contributions from landlords; and (iv) adapting existing retail or office space with tenant improvement contributions.
Revenue ($ in millions) 5 Table of Contents Our Engaged Members The power of our lifestyle brand, attractive member demographics, breadth and desirability of amenities and services and high utilization of our centers allow us to build deeply meaningful connections with our members, which are difficult for others in our industry to replicate fully.
Revenue ($ in millions) 5 Table of Contents Our Engaged Members The power of our lifestyle brand, attractive member demographics, breadth and desirability of amenities and services and high utilization of our centers allow us to build deeply meaningful connections with our members, which we believe are difficult for others in our industry to replicate fully.
Additionally, our gender mix is balanced and approximately 44% are under 35 years of age and approximately 78% are under 55 years of age. Our Growth Strategies and Member Experience Initiatives We have built a strong foundation with an engaged membership base in pursuit of a healthy way of living.
Additionally, our gender mix is balanced and approximately 44% are under 35 years of age and approximately 77% are under 55 years of age. Our Growth Strategies and Member Experience Initiatives We have built a strong foundation with an engaged membership base in pursuit of a healthy way of living.
In particular, within the health, fitness and wellness industry, state statutes regulate the sale and terms of our membership contracts.
In particular, within the health, fitness and wellness industry, federal and state statutes regulate the sale and terms of our membership contracts.
We believe our average revenue per center membership will continue to grow as we open new centers in desirable locations across the country, new members join at higher membership dues rates, our new centers ramp to expected performance and we continue to execute on our strategic initiatives discussed above.
We believe our total Center revenue will continue to grow as we open new centers in desirable locations across the country, new members join at higher membership dues rates, our new centers ramp to expected performance and we continue to execute on our strategic initiatives discussed above.
We call this collective approach and lens to physical, mental and social well-being “Healthy Way of Life” (“HWOL”). To build our HWOL brand, we aim to recruit, train, promote and empower team members through our culture of care and such initiatives as the Life Time Inclusion Council and Life Time University discussed below.
We call this collective approach and lens to physical, mental and social well-being “Healthy Way of Life” (“HWOL”). To build our HWOL brand, we aim to recruit, train, develop and empower team members through our culture of care and such initiatives as the Life Time Inclusion Council and Life Time Education discussed below.
LTA offers a certification for entry-level professionals to prepare for a career with Life Time or within the health, fitness and wellness industry. LTU delivers certification, learning, education and development opportunities for all team members. Life Time Education supports the culture of Life Time through programs in service, inclusion and diversity and personal and professional growth.
LTA offers a certification for entry-level professionals to prepare for a career with Life Time or within the health, fitness and wellness industry. LTE delivers certification, learning, education and development opportunities for all team members. Life Time Education supports the culture of Life Time through programs in service, inclusion and belonging and personal and professional growth.
Our inclusion council works through committees to identify and incubate areas for enhancing diversity and inclusion within our organization. Among other initiatives, Life Time has supported mentoring, coaching, engagement forums and inclusive leadership feedback and learning.
Our Inclusion Council works through committees to identify and incubate areas for enhancing inclusion and cultural competency within our organization. Among other initiatives, Life Time has supported mentoring, coaching, engagement forums and inclusive leadership feedback and learning.
This dynamic process is based upon demographic, psychographic and competitive criteria generated from profiles of our most successful centers, and we continue to refine these criteria based upon 7 Table of Contents the performance of our centers.
This dynamic process is based upon demographic, psychographic and competitive criteria generated from profiles of our most successful centers, and we continue to refine these criteria based upon the performance of our centers.
The system allows us to streamline the collection of membership dues electronically, thereby offering additional convenience for our members while at the same time reducing our corporate overhead and accounts receivable. In addition, we use a customer relationship 10 Table of Contents management system to enhance our marketing campaigns and management oversight regarding daily sales and marketing activities.
The system allows us to streamline the collection of membership dues digitally, thereby offering additional convenience for our members while at the same time reducing our corporate overhead and accounts receivable. In addition, we use a customer relationship management system to enhance our marketing campaigns and management oversight regarding daily sales and marketing activities.
The junior membership add-on for children 13 years old and younger currently costs $20-$100 per month.
The junior membership add-on for children 13 years old and younger currently costs $30-$100 per month.
The table below displays this wide assortment of physical and digital experiences: Amenities Services Activities, Products and Events Indoor and Outdoor Pools Group Fitness Studios Cycle Studios Yoga & Pilates Studios Indoor and Outdoor Tennis Courts Indoor and Outdoor Pickleball Courts LifeCafe with Poolside Service Bar and Lounge Free Weight and Resistance Equipment Cardiovascular Equipment Steam Room and Sauna Racquetball and Squash Spaces Locker Rooms Child Center and Kids Academy Basketball/Volleyball Courts Dynamic Personal Training Dynamic Stretch Small Group Training ARORA MIORA Weight Loss Coaching Nutrition Coaching LifeSpa and Medi-spa Physical Therapy and Chiropractic Assessments and Lab Testing Sport Specific Coaching Endurance Coaching Swim Lessons and Team Coaching Towel and Locker Service Experience Life Athletic Leagues and Tournaments Kids’ Birthday Parties Summer and Vacation Camps for Kids Sports Training Camps Athletic Events Social Events Outdoor Group Runs Outdoor Group Cycle Rides Swim Meets Charity Events Nutritional Supplements Apparel During 2024, we also organized approximately 44,100 events and served as a social and community hub for our members.
The table below displays this wide assortment of physical and digital experiences: Amenities Services Activities, Products and Events Indoor and Outdoor Pools Group Fitness Studios Cycle Studios Yoga & Pilates Studios Indoor and Outdoor Tennis Courts Indoor and Outdoor Pickleball Courts LifeCafe with Poolside Service Bar and Lounge Free Weight and Resistance Equipment Cardiovascular Equipment Steam Room and Sauna Cold Plunges Racquetball and Squash Spaces Locker Rooms Child Center and Kids Academy Basketball/Volleyball Courts Dynamic Personal Training Dynamic Stretch Small Group Training ARORA MIORA Weight Loss Coaching Nutrition Coaching LifeSpa and Medi-spa Physical Therapy and Chiropractic Assessments and Lab Testing Sport Specific Coaching Endurance Coaching Swim Lessons and Team Coaching Towel and Locker Service Experience Life Athletic Leagues and Tournaments Kids’ Birthday Parties Parents Night Out Summer and Vacation Camps for Kids Sports Training Camps Athletic Events LT Games Social Events Outdoor Group Runs Outdoor Group Cycle Rides Swim Meets Charity Events LTH Nutritional Supplements Apparel During 2025, we also organized approximately 51,800 events and served as a social and community hub for our members.
Approximately 68% of our centers are now leased, including approximately 87% of our new centers opened since 2015, versus a predominantly owned real estate strategy prior to 2015. We also benefit from our in-house architecture, design and construction expertise that allows us to create operationally efficient centers and a consistent feel across our centers.
Approximately 71% of our centers are now leased, including approximately 84% of our new centers opened since 2015, versus a predominantly owned real estate strategy prior to 2015. We also benefit from our in-house architecture and design expertise that allows us to create operationally efficient centers and a consistent feel across our centers.
We therefore recruit, hire and certify those whom we believe are the best professionals in the industry to empower, educate and entertain our members. In addition, to enhance our member experiences and drive consistency in our hospitality and services, we have a strong focus on team member culture, training and certification. We value a welcoming and inclusive culture.
We therefore recruit, hire and certify those whom we believe are the best professionals in the industry to empower, educate and entertain our members. In addition, to enhance our member experience and drive consistency in our hospitality and services, we have a strong focus on team member culture, training and certification.
Examples include LIFE TIME®, , EXPERIENCE LIFE®, DPT DYNAMIC PERSONAL TRAINING, ARORA, MIORA, LIFECAFE®, LTH, , LIFESPA®, LIFE TIME HEALTHY WAY OF LIFE®, LIFE TIME WORK® and LIFE TIME LIVING®.
Examples include LIFE TIME®, ®, EXPERIENCE LIFE®, DPT DYNAMIC PERSONAL TRAINING, ARORA®, MIORA®, LIFECAFE®, LTH, , LIFESPA®, LIFE TIME HEALTHY WAY OF LIFE®, L•AI•C, LIFE TIME WORK® and LIFE TIME LIVING®.
Life Time Group Holdings, Inc. completed its initial public offering (“IPO”) in October 2021 and its common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “LTH.” Who We Are Life Time, the “Healthy Way of Life Company,” is a premier lifestyle and leisure brand offering premium health, fitness and wellness experiences to a community of more than 1.5 million individual members, who together comprise more than 866,000 memberships, as of December 31, 2024.
Life Time Group Holdings, Inc. completed its initial public offering (“IPO”) in October 2021 and its common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “LTH.” Who We Are Life Time, the “Healthy Way of Life Company,” is a premier lifestyle and leisure brand offering premium health, fitness and wellness experiences to a community of nearly 1.6 million individual members, who together comprise nearly 873,000 memberships, as of December 31, 2025.
We also provide comprehensive training through our Life Time Education platform that is comprised of both an externally licensed school branded as Life Time Academy (“LTA”) and an internal team member education and certification division that we call Life Time University (“LTU”).
We also provide comprehensive training through our Learning Well platform that is comprised of both an externally licensed school branded as Life Time Academy (“LTA”) and an internal team member education and certification division that we call Life Time Education (“LTE”).
Our premium service offerings are delivered by over 42,000 Life Time team members, including over 10,800 certified fitness professionals, ranging from personal trainers to studio performers. We have a model and scale that would be difficult to replicate.
Our premium service offerings are delivered by over 44,000 Life Time team members, including over 11,100 certified fitness professionals, ranging from personal trainers to studio performers. We have a model and scale that would be difficult to replicate.
We expect to continually refine our strategy to strike the right balance between the number of members at any given center with the membership dues for that center. We have grown our average revenue per center membership to $3,160 in 2024, up from $2,810 in 2023 and $2,528 in 2022.
We expect to continually refine our strategy to optimize center performance including to strike the right balance between the number of members at any given center with the membership dues for that center. We have grown our average revenue per center membership to $3,531 in 2025, up from $3,160 in 2024 and $2,810 in 2023.
As of December 31, 2024, our members had a median household income of $158,000, which is 1.4 times the median income in the respective trade areas, 73% owned a home, approximately 58% are part of a couples or family membership and these members typically engage more fully within our centers, and approximately 56% had at least a college education.
As of December 31, 2025, our members had a median household income of $160,000, which is 1.4 times the median income in the respective trade areas, 73% owned a home, approximately 60% are part of a couples or family membership and these members typically engage more fully within our centers, and approximately 61% had at least a college education.
Our system enables us to, among other things, enroll new members with an electronic membership agreement, capture digital pictures of members for identification purposes and capture and maintain specific member information, including usage.
Our system enables us to, among other things, enroll new members with a digital membership agreement, capture digital pictures of members for 10 Table of Contents identification purposes and capture and maintain specific member information, including usage.
As of December 31, 2024, we employed over 42,000 Life Time team members, including over 33,000 part-time employees and over 10,800 certified fitness professionals, ranging from personal trainers to studio performers. On average, our centers are generally staffed with approximately 210 to 260 full-time and part-time employees depending on center activity levels.
As of December 31, 2025, we employed over 44,000 Life Time team members, including over 33,000 part-time employees and over 11,100 certified fitness professionals, ranging from personal trainers to studio performers. On average, our centers are generally staffed with approximately 220 to 260 full-time and part-time employees depending on center activity levels.
We believe that no other company in the United States delivers the same quality and breadth of health, fitness and wellness experiences that we deliver, which has enabled us to consistently grow our annual membership dues and in-center revenue.
Average visits per membership to our centers remained strong at 149 for 2025. We believe that no other company in the United States delivers the same quality and breadth of health, fitness and wellness experiences that we deliver, which has enabled us to consistently grow our annual membership dues and in-center revenue.
Our premium real estate portfolio of owned and leased athletic country clubs spans over 17 million of indoor square feet and approximately seven million of outdoor square feet.
Our premium real estate portfolio of owned and leased athletic country clubs spans over 18 million of indoor square feet and over seven million of outdoor square feet in the aggregate.
Our culture of care encourages our team members to exemplify HWOL in their personal and professional lives. We believe in supporting our team members throughout their journey from casting, onboarding, training, certification, career-path planning and employee resource or affinity groups.
Our culture of care encourages our team members to exemplify HWOL in their personal and professional lives. We believe in supporting our team members 9 Table of Contents throughout their journey from casting, onboarding, training, certification, career-path planning and employee resource or affinity groups. We also offer numerous supportive programs, including education, training and surveys.
We seek to leverage this halo effect of our brand, as well as long-term relationships with landlords and property developers, to achieve favorable lease or development agreements and increased construction reimbursements to support our asset-light expansion. We opened eight, 11 and 10 new centers in 2024, 2023 and 2022, respectively.
We seek to leverage this halo effect of our brand, as well as long-term relationships with landlords and property developers, to achieve favorable lease or development agreements and increased construction reimbursements to support our asset-light expansion.
Coming out of the pandemic, we made a strategic shift to a more robust subscription offering and, as a result, our membership dues and enrollment fees now represent over 72% of our total Center revenue for the year ended December 31, 2024.
Our strategic shift to a more robust subscription offering coming out of the pandemic has resulted in our membership dues and enrollment fees now representing over 72% of our total Center revenue for the year ended December 31, 2025.
We believe inclusion is at the heart of our team members’ and members’ sense of belonging, and so our efforts are focused on making Life Time “A Place for Everyone.” To help create “A Place for Everyone” at Life Time, we created the Life Time Inclusion Council, which is comprised of a small group of core team members, along with a larger group of ambassadors representing each of our club locations and many corporate divisions.
We believe inclusion is at the heart of our team members’ and members’ sense of belonging, and so our efforts are focused on making Life Time “A Place for Everyone.” To continue to make Life Time “A Place for Everyone”, we created the Life Time Inclusion Council, which is comprised of a group of core team members who govern in adherence to a charter with support from an executive sponsor, along with a larger network of ambassadors representing each of our center locations and many corporate divisions.
Our average revenue per center membership increased to $3,160 in 2024 compared to $2,810 and $2,528 in 2023 and 2022, respectively. Total visits to our clubs were over 114 million in 2024 as compared to 103 million and 86 million in 2023 and 2022, respectively. Average visits per membership to our centers remained strong at 143 for 2024.
Our average revenue per center membership increased to $3,531 in 2025 as compared to $3,160 and $2,810 in 2024 and 2023, respectively. Total visits to our clubs were over 122 million in 2025 as compared to over 114 million and over 103 million in 2024 and 2023, respectively.
We continue to build on that foundation by executing several strategies and initiatives to grow and expand our business, further engage our members, optimize our memberships and member experience, and increase revenue per center membership. We are elevating our member experiences through new and improved in-center service offerings, omni-channel offerings and wellness products.
We continue to build on that foundation by executing several strategies and initiatives to grow and expand our business, further engage our members, optimize our memberships and member experience, and increase revenue per center membership.
Our focus on engagement among team members attracts and fosters our multi-generational member base. By building a strong team, Life Time has continued to grow and consistently deliver exceptional experiences and strong financial results.
We value a welcoming and inclusive culture where team members know they belong, they matter, and they make an impact. Our focus on engagement among team members attracts and fosters our diverse multi-generational member base. By building a strong team, Life Time has continued to grow and consistently deliver exceptional experiences and financial results.
We are targeting opening 10 to 12 new locations on average per year going forward. Flexible Asset-light Real Estate Model We have a diversified portfolio of 179 resort-like athletic country club destinations that are primarily located in affluent markets across 31 states and one Canadian province.
Flexible Asset-light Real Estate Model We have a diversified portfolio of 189 resort-like athletic country club destinations that are primarily located in affluent markets across 31 states and one Canadian province.
We aspire to create healthy environments and workspaces that recognize, empower and celebrate the unique talents, backgrounds and perspectives of individuals so team members feel welcomed, respected, supported and valued.
Inclusion at Life Time At Life Time, we are committed to inspiring healthy, happy lives for everyone in our communities. We aspire to create healthy environments and workspaces that recognize, empower and celebrate the unique talents, backgrounds and perspectives of individuals so team members feel welcomed, respected, supported and valued.
Our new centers on average have taken three to four years to ramp to expected performance. As of December 31, 2024, we had 29 centers open for less than three years and 12 new centers under construction, with significant growth capital expenditures already invested into these new centers that have yet to open.
Our new centers on average have taken three to four years to ramp to expected performance. As of December 31, 2025, we had 29 centers open for less than three years and 17 new centers under construction.
Optimize Revenue per Center Membership We expect to continue to elevate and expand our member experiences with a continued focus on increasing member engagement, while optimizing membership levels and membership dues in our centers.
We have also been executing on enhanced offerings to accelerate growth beyond our centers, including selling our LTH nutritional products more broadly on e-commerce platforms . Optimize Revenue per Center Membership We expect to continue to elevate and expand our member experiences with a continued focus on increasing member engagement, while optimizing membership levels and membership dues in our centers.
We believe this recurring revenue stream, the strength of our brand and the effective execution of our operating strategy have driven our long-term track record of growth. Except in 2020 due to the impact of COVID-19, we have grown our revenue each year since 2000 and, in 2024, we recognized the highest revenue in our history, as shown below.
Except in 2020 due to the impact of COVID-19, we have grown our revenue each year since 2000 and, in 2025, we recognized the highest revenue in our history, as shown below.
We believe we have significant whitespace opportunity for our premium athletic country clubs across the United States and Canada, as well as internationally. Since 2015, we have introduced more strategic and flexible asset-light center formats that can be modified to accommodate various settings, including ground-up suburban builds, mall or retail locations, vertical residential and urban locations.
Since 2015, we have introduced more strategic center formats that can be modified to accommodate various settings, including ground-up suburban builds, mall or retail locations, vertical residential and urban locations.
In 2010, we further focused on helping children reach their full potential by collaborating with school food leaders to help them serve wholesome, nourishing, minimally processed food in schools across the United States. In 2022, we complemented these efforts with a focus on increasing physical activity and healthy movement in our nation’s youth.
In 2010, we further focused on youth nutrition by helping schools serve wholesome, nourishing, minimally processed food to children. In 2022, we complemented these efforts with youth movement by helping increase physical activity and healthy movement in youth.
We believe pickleball is driving both new memberships and member engagement. • Dynamic Personal Training. During 2024, we averaged over 180,000 Dynamic Personal Training sessions per month, an 18% increase in total sessions compared to 2023. We also launched Dynamic Stretch in the third quarter of 2023. • Small Group Training.
During 2025, we averaged over 220,000 Dynamic Personal Training sessions per month, an 18% increase in total sessions compared to 2024. After launching Dynamic Stretch in the third quarter of 2023, we averaged over 20,000 Dynamic Stretch sessions per month in 2025, a 34% increase in total sessions compared to 2024. • Small Group Training.
We averaged over 9,000 classes per month in 2024, a 34% increase in total sessions compared to 2023. We believe we have opportunities to further grow our offerings to this community as the U.S. population continues to age. • MIORA. Our new MIORA health optimization and longevity services include comprehensive assessments, proprietary therapies, supplements and recovery and rejuvenation tools.
Our ARORA community is focused on members aged 55 years and older. We averaged over 9,000 classes per month in 2025, a 9% increase in total sessions compared to 2024. We believe we have opportunities to further grow our offerings to this community as the U.S. population continues to age. • MIORA.
During 2024, we averaged over 39,000 small group training sessions per month, a 25% increase in total sessions compared to 2023, while also increasing total participation and average participants per session. Our small group training includes Alpha, GTX and Ultra Fit. • ARORA. Our ARORA community is focused on members aged 55 years and older.
During 2025, we averaged over 42,000 small group training sessions per month, a 6% increase in total sessions compared to 2024, while also increasing total participation and average participants per session. Our small group training includes Alpha, GTX, Ultra Fit and MB360. We are also expanding our offering of CTR, a reformer-focused class where pilates meets athletic conditioning. • ARORA.
Our post-acquisition integration process often involves significant investments in both the acquired physical assets and human capital to improve each acquired site and to rebrand the look and feel of the center to create the Life Time brand experience for our members.
Our post-acquisition integration process often involves significant investments in both the acquired physical assets and human capital to improve each acquired site and to rebrand the look and feel of the center to create the Life Time brand experience for our members. 7 Table of Contents Expand and Elevate In-Center Service Offerings We continue to evolve our premium lifestyle brand in ways that elevate and broaden our member experiences and allow our members to integrate health, fitness and wellness into their lives with greater ease and frequency.
Life Time Work members also have the ability to receive access to all of our resort-like athletic country club destinations across the United States and Canada. Additionally, our Life Time Living locations, which are also an asset-light model, offer luxury wellness-oriented residences, also in close proximity to our athletic country clubs.
Additionally, our Life Time Living locations, which are also an asset-light model, offer luxury wellness-oriented residences in close proximity to our athletic country clubs. As of December 31, 2025, we had 15 Life Time Work and four Life Time Living locations open and operating.
Expand National Footprint in Affluent Metropolitan Statistical Areas Our new center expansion initiatives are focused on strategic locations in increasingly affluent markets with higher income members that will generate higher average dues, higher in-center revenue per membership and higher revenue per square foot.
Our new center expansion initiatives are focused on strategic locations in increasingly affluent markets with higher income members that we expect will generate higher average dues, higher in-center revenue per membership and higher revenue per square foot. We believe we have significant whitespace opportunity for our premium athletic country clubs across the United States and Canada, as well as internationally.
As of December 31, 2024, we had 15 Life Time Work and four Life Time Living locations open and operating. Our Life Time Living offering is generating interest from new property developers and presenting opportunities for new center development and deal terms that were not previously available to us .
Our Life Time Living concept is generating interest from new property developers and presenting opportunities for new center development and deal terms that were not previously available to us . Our omni-channel platform continues to grow as we expand our footprint with new centers and nearby work and living spaces, as well as strengthen our digital capabilities.
Development and Training Our recruiting and talent acquisition teams seek diverse and highly skilled team members who promote a friendly and inviting environment and uphold consistency in performance and excellence in hospitality. Through this casting, we select team members whom we believe are the best fitness professionals in the industry to empower, educate and entertain our members.
Through this casting, we select team members whom we believe are the best fitness professionals in the industry to empower, educate and entertain our members.
In addition, we are improving our e-commerce presence that includes the purchase of a wide variety of equipment, wearables, apparel, beauty products and nutritional supplements, including our newly branded LTH nutritional products. 8 Table of Contents We also continue to expand our “Healthy Way of Life” ecosystem in response to the desire of our members to holistically integrate health and wellness into every aspect of their daily lives.
We also continue to expand our “Healthy Way of Life” ecosystem in response to the desire of our members to holistically integrate health and wellness into every aspect of their daily lives.
Over the past few years, we have increased our investment in the following strategic initiatives, which are driving member engagement and signific ant increases in unique participants or total sessions in these areas: • Pickleball. We now have over 700 dedicated pickleball courts and we had approximately 5.2 million participations during 2024.
Over the past few years, we have been executing the following strategic initiatives, which are driving member engagement and participations in these areas: • Pickleball. We now have over 800 dedicated pickleball courts and we had over 5.9 million participations during 2025. We believe pickleball is driving both new memberships and member engagement. • Dynamic Personal Training.
This internal expertise has also helped us control the cost and pace of capital expenditures, including in determining when to begin construction on a new location after we have purchased the land as we balance the timing of our growth with any inflationary, labor or supply pressures.
This internal expertise has also helped us identify opportunities to better manage the cost of new centers as we balance our growth with any inflationary, labor or supply pressures.
We are also expanding the number of our centers in an asset-light model that targets higher income members, higher average annual revenue per center membership and higher returns on invested capital. 6 Table of Contents Expand and Elevate In-Center Service Offerings We continue to evolve our premium lifestyle brand in ways that elevate and broaden our member experiences and allow our members to integrate health, fitness and wellness into their lives with greater ease and frequency.
We are expanding the number of our centers in an asset-light model that targets higher income members, higher average annual revenue per center membership and higher returns on invested capital.
Since 2010, the Life Time Foundation has given over $10 million and positively impacted millions of children across the country in these areas. In 2023, we expanded the mission of the Life Time Foundation to promote a healthy planet including forestation and environmental conservation efforts. The Healthy Planet program supported planting over 230,000 trees across the United States in 2024.
Since 2010, the Life Time Foundation has provided more than $12 million in support to communities nationwide and positively impacted millions of children. In 2023, we expanded the mission of the Life Time Foundation to promote a healthy planet, including supporting forestation and conservation efforts aimed at fostering long‑term environmental well‑being.
Life Time Digital features include live streaming fitness classes, remote goal-based personal training, nutrition and weight loss support, and curated award-winning health, fitness and wellness content. We currently report our Life Time Digital memberships within our digital on-hold membership totals. Our digital offering is available to consumers at no charge through our Life Time digital app.
Our digital platform is delivering a true omni-channel experience through our integrated digital app, including live streaming fitness classes, remote goal-based personal training, nutrition and weight loss support and curated award-winning health, fitness and wellness content.
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The majority of our digital on-hold memberships cost $15 per month. We also have Life Time Digital memberships for direct-to-consumer memberships that do not provide access to our centers and do not convert back to a Center membership. Our digital membership is accessible through our Life Time integrated digital app.
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The majority of our on-hold memberships cost $15 per month. Our membership mix is notably shifting with couples and families comprising increasingly larger portions of total memberships. These memberships have historically been more engaged with higher retention and higher average monthly dues.
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Users of our free digital app are not included in our membership count. As we continue to invest in our technology, including the Life Time app and artificial intelligence, we believe our members and users of our digital app will be able to further utilize and benefit from our “Healthy Way of Life” ecosystem.
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With these membership dynamics and our premium, high-use model, our newer centers are typically reaching their desired utilization and revenue with fewer memberships and in certain centers we are limiting qualified memberships, which have significantly lower average membership dues.
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After launching a pilot location in 2024, we plan to expand these services to additional locations in 2025 and beyond. We have also been executing on enhanced offerings within our LifeCafe, LifeShop and LifeSpa, including our newly branded LTH nutritional products.
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We believe this recurring revenue stream, the strength of our brand and the effective execution of our operating and new center growth strategy have driven our long-term track record of growth.
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We believe these combined dynamics create a strong tailwind for the continued growth of our total Center revenue.
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We are also elevating our member experiences through new and improved in-center service offerings, omni-channel offerings and wellness products. 6 Table of Contents Expand National Footprint in Affluent Metropolitan Statistical Areas We believe we have significant opportunities to continue expanding our portfolio of premium centers in an asset-light manner.
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Our asset-light strategy helped us achieve our objective to be free cash flow positive starting in the second quarter of 2024 and we expect to remain free cash flow positive on an annual basis while maintaining a robust pipeline of new centers.
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We are now targeting 12 to 14 new locations on average per year starting in 2026. We also expect a larger percentage of our new centers will be large format ground up construction builds as compared to 2024 and 2025.
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We continue to invest in our digital capabilities, including in the Life Time integrated digital app and artificial intelligence, which we believe will enable our members to further utilize our “Healthy Way of Life” ecosystem.
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Our MIORA performance and longevity health offering includes comprehensive assessments, proprietary therapies, supplements and recovery and rejuvenation tools. After launching a pilot location in 2024, we now have a total of eight locations. • LT Games. We launched LT Games in 2025, which is a unique hybrid-athletic competition.
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We have also made our digital app available to everyone free of charge, which we believe will strengthen our brand and allow many more people to experience and benefit from our ecosystem. Our digital app user base continues to grow and we are strengthening our streaming and on-demand offerings and content.
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We are continuing to invest in our digital capabilities, including artificial intelligence such as L•AI•C, our 8 Table of Contents first generative, artificial intelligence driven healthy way of life personal companion with personalized content and recommendations, to strengthen our relationships with our members, reach more people looking for a Healthy Way of Life and more comprehensively address their health, fitness and wellness needs so that they can engage and connect with Life Time at any time or place.
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While we are in the early stages of capitalizing on this opportunity, we believe integrating how and where consumers live, work, move and play is a promising opportunity that Life Time is uniquely positioned to capture.
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We have offered a direct-to-consumer Life Time Digital membership for non-members. Our current strategy, however, is to focus on our member experience as we invest in our integrated digital app and L•AI•C.
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As we expand our footprint with new centers and nearby work and living spaces, as well as strengthen our digital capabilities, we expect to continue to grow our omni-channel platform to support the “Healthy Way of Life” journey of our members wherever they are in the United States and Canada.
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Life Time Work members also have the ability to receive access to all of our resort-like athletic country club destinations across the United States and Canada. We have also begun to dedicate space within many of our athletic country clubs for work lounges that have a design aesthetic similar to our Life Time Work locations.
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We also offer numerous supportive programs, including education, training and surveys. 9 Table of Contents Inclusion at Life Time At Life Time, we are committed to inspiring healthy, happy lives for everyone in our communities.
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Further, team members are encouraged to find support and resources in one or more of our five employee resource groups, which are open to all team members. Development and Training Our recruiting and talent acquisition teams seek diverse and highly skilled team members who promote a friendly and inviting environment and uphold consistency in performance and excellence in hospitality.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThese provisions include: • establishing a classified board of directors such that not all members of the board are elected at one time; • allowing the total number of directors to be determined exclusively (subject to the rights of holders of any series of preferred stock to elect additional directors) by resolution of our board of directors and granting to our board the sole power (subject to the rights of holders of any series of preferred stock or rights granted pursuant to the Stockholders Agreement) to fill any vacancy on the board; • limiting the ability of stockholders to remove directors without cause; 24 Table of Contents • authorizing the issuance of “blank check” preferred stock by our board of directors, without further stockholder approval, to thwart a takeover attempt; • prohibiting stockholder action by written consent (and, thus, requiring that all stockholder actions be taken at a meeting of our stockholders), if the Voting Group collectively ceases to own, or no longer has the right to direct the vote of, at least 50% of the voting power of our common stock; • eliminating the ability of stockholders to call a special meeting of stockholders, except for LGP and TPG, so long as the Voting Group collectively owns, or has the right to direct the vote of, at least 50% of the voting power of our common stock; • establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at annual stockholder meetings; • requiring the approval of the holders of at least two-thirds of the voting power of all outstanding stock entitled to vote thereon, voting together as a single class, to amend or repeal our amended and restated certificate of incorporation or amended and restated bylaws if the Voting Group collectively ceases to own, or no longer has the right to direct the vote of, at least 50% of the voting power of our common stock; and • electing not to be governed by Section 203 of the DGCL.
Biggest changeThese provisions include: • establishing a classified board of directors such that not all members of the board are elected at one time; 24 Table of Contents • allowing the total number of directors to be determined exclusively (subject to the rights of holders of any series of preferred stock to elect additional directors) by resolution of our board of directors and granting to our board the sole power (subject to the rights of holders of any series of preferred stock or rights granted pursuant to the Stockholders Agreement) to fill any vacancy on the board; • limiting the ability of stockholders to remove directors without cause; • authorizing the issuance of “blank check” preferred stock by our board of directors, without further stockholder approval, to thwart a takeover attempt; • prohibiting stockholder action by written consent (and, thus, requiring that all stockholder actions be taken at a meeting of our stockholders); • eliminating the ability of stockholders to call a special meeting of stockholders; • establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at annual stockholder meetings; • requiring the approval of the holders of at least two-thirds of the voting power of all outstanding stock entitled to vote thereon, voting together as a single class, to amend or repeal our amended and restated certificate of incorporation or amended and restated bylaws; and • electing not to be governed by Section 203 of the DGCL.
The operation, integrity and security of our systems and the security of our data and the data of our members, guests and employees is critical to us.
The operation, integrity and security of our systems and our data and the data of our members, guests and employees is critical to us.
Specifically, our indebtedness and lease obligations, and the restrictions imposed thereby, could have material consequences, including: • limiting our ability to obtain or guarantee additional indebtedness or make certain investments, which could impact our ability to fund or execute on future working capital, capital expenditures, our growth strategy or other general corporate requirements or business opportunities; • requiring a substantial portion of our cash flows to be dedicated to debt service and lease obligations, thereby reducing the amount of cash flows available for working capital, capital expenditures, our growth strategy and other general corporate purposes or business opportunities, and restricting our ability to pay dividends or make distributions on our capital stock; • limiting our ability to incur liens, to sell assets, to consolidate, merge, sell or otherwise dispose of all or substantially all of our assets or to enter into transactions with our affiliates; • increasing our vulnerability to general adverse economic and industry conditions; • limiting our flexibility in planning for and reacting to changes in the industry in which we compete and to changing business and economic conditions; • placing us at a disadvantage compared to other, less leveraged competitors; and • increasing our cost of borrowing or limiting our ability to refinance indebtedness.
Specifically, our indebtedness and lease obligations, and the restrictions imposed thereby, could have material consequences, including: • limiting our ability to obtain or guarantee additional indebtedness or make certain investments, which could impact our ability to fund or execute on future working capital, capital expenditures, our growth strategy or other general corporate requirements or business opportunities; • requiring a substantial amount of our cash flows to be dedicated to debt service and lease obligations, thereby reducing the amount of cash flows available for working capital, capital expenditures, our growth strategy and other general corporate purposes or business opportunities; • restricting our ability to pay dividends or make distributions on our capital stock or repurchase our capital stock; • limiting our ability to incur liens, to sell assets, to consolidate, merge, sell or otherwise dispose of all or substantially all of our assets or to enter into transactions with our affiliates; • increasing our vulnerability to general adverse economic and industry conditions; • limiting our flexibility in planning for and reacting to changes in the industry in which we compete and to changing business and economic conditions; • placing us at a disadvantage compared to other, less leveraged competitors; and • increasing our cost of borrowing or limiting our ability to refinance indebtedness.
Additionally, the collection, maintenance, use, disclosure and disposal of individually identifiable or other personal data by our businesses are regulated at the federal, state and foreign levels as well as by certain financial industry groups, such as the Payment Card Industry Security Standards Council, Nacha, Canadian Payments Association and individual credit card issuers.
Additionally, the collection, maintenance, use, disclosure and disposal of individually identifiable or other personal data by our businesses are regulated at the federal, state and foreign levels as well as by certain financial industry groups, such as the Payment Card Industry Security Standards Council, Nacha, Canadian Payments Association (Payments Canada) and individual credit card issuers.
Furthermore, we may rely on the ability of our members to have the necessary hardware products (smartphones, tablets, watches, etc.) to support our new product offerings. To the extent our members are not prepared to invest or lack the necessary resources or infrastructure, the success of any new initiatives may be compromised.
Furthermore, we may rely on the ability of our members to have the necessary hardware products (smartphones, tablets, watches, etc.) to support our new product offerings. To the extent our members are not prepared to invest or lack the necessary infrastructure, the success of any new initiatives may be compromised.
If we fail to properly maintain the operation, integrity and security of our systems and the security of our data or the data of our members, guests and employees, to comply with applicable privacy laws, or to strategically implement, upgrade or consolidate existing information systems, our reputation and business could be adversely affected.
If we fail to properly maintain the operation, integrity and security of our systems and our data or the data of our members, guests and employees, to comply with applicable privacy or other laws, or to strategically implement, upgrade or consolidate existing information systems, our reputation and business could be adversely affected.
Any adverse developments in tax laws or regulations, including legislative changes, judicial holdings or administrative interpretations, or any new or increased tariffs that impact our operations, could have a material and adverse effect on our business, financial condition and results of operations.
Any adverse developments in tax laws or regulations, including legislative changes, judicial holdings or administrative interpretations, or any new or increased tariffs that impact our operations or growth, could have a material and adverse effect on our business, financial condition and results of operations.
Any operation of our centers or omni-channel ecosystem that does not meet expectations, any adverse incidents, including involving the safety of our members, guests or employees, physical or sexual abuse, or harm to a child at any of our children areas, or any negative events or publicity regarding us, our competitors or the health, fitness and wellness industry, may damage our brand and reputation, cause a loss of consumer confidence in Life Time and our industry and have an adverse effect on our market share, business, results of operations and financial condition.
Any operation of our centers or omni-channel ecosystem that does not meet expectations, any adverse incidents, including involving social matters, the safety of our members, guests or employees, physical or sexual abuse, or harm to a child at any of our children areas, or any negative events or publicity regarding us, our competitors or the health, fitness and wellness industry, may damage our brand and reputation, cause a loss of consumer confidence in Life Time and our industry and have an adverse effect on our market share, business, results of operations and financial condition.
Furthermore, if any third party were to successfully seek cancellation of our trademark registrations, we may be prevented from using such marks throughout the United States or internationally. 14 Table of Contents Further, there is no assurance that competitors or other businesses will not infringe on our intellectual property rights or that we will not have disputes with third parties to enforce our intellectual property rights, protect our trademarks, determine the validity and scope of the proprietary rights of others or defend ourselves from claims of infringement, invalidity, misappropriation or unenforceability.
Furthermore, if any third party were to successfully seek cancellation of our trademark registrations, we may be prevented from using such marks throughout the United States or internationally. 16 Table of Contents Further, there is no assurance that competitors or other businesses will not infringe on our intellectual property rights or that we will not have disputes with third parties to enforce our intellectual property rights, protect our trademarks, determine the validity and scope of the proprietary rights of others or defend ourselves from claims of infringement, invalidity, misappropriation or unenforceability.
Changes in consumer behavior following such an event affecting us or a third party may materially and adversely affect our business, which in turn may materially and adversely affect our reputation, results of operations and financial condition.
Any such event or any changes in consumer behavior following such an event affecting us or a third party may materially and adversely affect our business, which in turn may materially and adversely affect our reputation, results of operations and financial condition.
Stockholders may have difficulty selling their shares of our common stock or may not be able to resell our common stock at or above the price per share paid due to a number of factors, such as the amount of liquidity in the market for our shares, those listed in other portions of this “Risk Factors” section and the following: • results of operations that vary from the expectations of securities analysts and investors or from our competitors; • if securities analysts do not publish research or reports about our business, or if they downgrade our common stock or our industry; • changes in expectations as to our future financial performance and growth, including financial estimates and investment recommendations by securities analysts and investors; 22 Table of Contents • investor perceptions of the investment opportunity associated with our common stock relative to other investment alternatives; • the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC; • guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance; and • changes in accounting principles.
Stockholders may not be able to resell our common stock at or above the price per share paid due to a number of factors, such as the amount of liquidity in the market for our shares, those listed in other portions of this “Risk Factors” section and the following: 22 Table of Contents • results of operations that vary from the expectations of securities analysts and investors or from our competitors; • if securities analysts do not publish research or reports about our business, or if they downgrade our common stock or our industry; • changes in expectations as to our future financial performance and growth, including financial estimates and investment recommendations by securities analysts and investors; • investor perceptions of the investment opportunity associated with our common stock relative to other investment alternatives; • the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC; • guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance; and • changes in accounting principles.
Our operations and business practices are subject to various United States and foreign national, federal, state, provincial and local laws and regulations, including but not limited to the following: • consumer protection laws related to the advertising, marketing and sale of our products and services, including laws regulating recurring services; • statutes that regulate the sale and terms of our membership contracts; • health or safety regulations related to various center operations, whether operated directly or as a business associate to third parties, such as our Dynamic Personal Training, MIORA, LifeCafe, LifeSpa and medi-spa, Life Time Swim and Life Time Kids; • regulation or licensing of ancillary health, fitness and wellness-related products and services; • licensing or other regulation of our service providers, such as cosmetologists, massage therapists and registered dietitians; • environmental and workplace safety laws and regulations; • laws and regulations on fair housing and accessibility; • laws and regulations governing privacy and security of information; and • wage and hour or other employment related laws and regulations.
Our operations and business practices are subject to various United States and foreign national, federal, state, provincial and local laws and regulations, including but not limited to the following: • consumer protection laws related to the advertising, marketing and sale of our products and services, including laws regulating recurring services; • statutes that regulate the sale and terms of our membership contracts; • health or safety regulations related to various center operations, whether operated directly, as a managed service provider or a business associate to third parties, such as MIORA, Life Clinic, our Dynamic Personal Training, LifeCafe, LifeSpa and medi-spa, Life Time Swim and Life Time Kids; • regulation or licensing of ancillary health, fitness and wellness-related products and services; • licensing or other regulation of our service providers, such as cosmetologists, massage therapists and registered dietitians; • environmental and workplace safety laws and regulations; • climate-related laws and regulations; • laws and regulations on fair housing and accessibility; • laws and regulations governing privacy and security of information; and • wage and hour or other employment related laws and regulations.
This competition may limit our ability to attract and retain members or to optimize our revenue per center membership, each of which could materially and adversely affect our business, results of operations and financial condition. 13 Table of Contents Our 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.
This competition may limit our ability to attract and retain members or to optimize our revenue per center membership, each of which could materially and adversely affect our business, results of operations and financial condition. 15 Table of Contents Our 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.
Negative commentary about us or calls for collective action against us, such as boycotts, may be posted on social media platforms or similar at any time to a broad audience, which may harm our brand, reputation or business without affording us an opportunity for redress or correction in a timely manner or at all.
Negative commentary and videos about us or calls for collective action against us, such as boycotts, may be posted on social media platforms or similar at any time to a broad audience, which may harm our brand, reputation or business without affording us an opportunity for redress or correction in a timely manner or at all.
Additionally, if we do not adapt to or anticipate the challenges relating to expanding our operations, including more diverse locations, sizes and types of buildings, executing remodels and determining timelines in new markets and spaces, we may not be able to expand profitably at our targeted returns on invested capital and on the timeline or at the rate we expected.
Additionally, if we do not adapt to or anticipate the challenges relating to expanding our operations, including more diverse locations, sizes and types of buildings, executing remodels and determining timelines in new markets and spaces, we may not be able to expand profitably at our targeted returns and on the timeline or at the rate we expected.
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.
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 and social unrest, global pandemics or other health crises, severe weather, natural disasters and shifting climate patterns, hostilities and gun violence.
Equipment and certain products and services needed for us to operate our business efficiently and to consistently meet our business requirements are sourced from third-party suppliers. The ability of these third-party suppliers to successfully provide reliable and high-quality products and services is subject to economic, technical and operational uncertainties that are beyond our control.
Equipment and certain products and services needed for us to operate our business efficiently and to consistently meet our business requirements are sourced from third-party suppliers. The ability of these third-party suppliers to successfully provide reliable and high-quality products and services is subject to economic, political, trade, technical and operational uncertainties that are beyond our control.
Noncompliance with privacy laws, financial industry group requirements or a security breach involving the misappropriation, loss or other unauthorized disclosure of personal, sensitive and/or confidential information, whether by us or by one of our vendors, could have adverse effects on our business, operations, brand, reputation and financial condition, including decreased revenue, fines and penalties, increased financial processing fees, compensatory, statutory, punitive or other damages, adverse actions against our licenses to do business and injunctive relief.
Noncompliance with privacy or artificial intelligence laws, financial industry group requirements or a security breach or other event involving the misappropriation, loss or other unauthorized disclosure of personal, sensitive and/or confidential information, whether by us or by one of our vendors, could have adverse effects on our business, operations, brand, reputation and financial condition, including decreased revenue, fines and penalties, increased financial processing fees, compensatory, statutory, punitive or other damages, adverse actions against our licenses to do business and injunctive relief.
In addition, our shares of common stock subject to outstanding awards or reserved for future issuance under our 2021 Incentive Award Plan and our 2021 Employee Stock Purchase Plan will become eligible for sale in the public market once those shares are issued, subject to provisions relating to any vesting agreements.
In addition, our shares of common stock subject to outstanding awards or reserved for future issuance under our 2015 Equity Incentive Plan, 2021 Incentive Award Plan and our 2021 Employee Stock Purchase Plan will become eligible for sale in the public market once those shares are issued, subject to provisions relating to any vesting agreements.
We must also respond to member demands, technological advances and emerging industry standards and practices on a cost-effective and timely basis. The adoption of new technologies or market practices (including artificial intelligence) requires us to devote significant resources to improve and adapt our services.
We must also respond to member demands, technological advances and emerging industry standards and practices on a cost-effective and timely basis. The adoption of new technologies or market practices (including artificial intelligence) requires us to devote significant resources to improve and adapt our services and how we operate.
To successfully expand the number of our centers, we must identify and acquire or lease sites that meet the site selection criteria we have established. We may face significant competition for sites that meet our criteria, and as a result, we may lose those sites or we could be forced to pay significantly higher prices for those sites.
To successfully expand the number of our centers, we must identify and acquire or lease sites that meet the site selection criteria we have established. We may face competition for sites that meet our criteria, and as a result, we may lose those sites or we could be forced to pay higher prices for those sites.
Our plans for expansion and development, including an increase in the number of our centers, development of existing and new businesses and memberships, expansion of our “Healthy Way of Life” ecosystem and acquisitions of other businesses, as well as changes in the industry, may place significant demands on our administrative, operational, financial, technological and other resources.
Our plans for expansion and development, including an increase in the number of our new centers each year, development of existing and new businesses and memberships, expansion of our “Healthy Way of Life” ecosystem and acquisitions of other businesses, as well as changes in the industry, may place significant demands on our administrative, operational, financial, technological and other resources.
Technology is a key component of our business model and we regard it as crucial to our success moving forward. We increasingly use electronic and digital means to interact with our members, provide services and products and collect, maintain and store individually identifiable information.
Technology is a key component of our business model and we regard it as crucial to our success moving forward. We increasingly use electronic and digital means to interact with our members, provide services and products, support our business operations and collect, maintain and store individually identifiable information.
Increases in minimum wage rates could also result in increased costs for us, which may adversely affect our results of operations and financial condition. Attempts by labor organizations to organize groups of our employees or changes in labor laws could disrupt our operations or increase our labor costs.
Increases in minimum wage rates and mandatory benefits could also result in increased costs for us, which may adversely affect our results of operations and financial condition. Attempts by labor organizations to organize groups of our employees or changes in labor laws could disrupt our operations or increase our labor costs.
We are subject to taxation in the United States at the federal level and by certain states and municipalities and foreign jurisdictions because of the scope of our operations. Additionally, despite the vast majority of our operations being currently operated in the United States, our operations could be subject to new or increased tariffs.
We are subject to taxation in the United States at the federal level and by certain states and municipalities and foreign jurisdictions because of the scope of our operations. Additionally, despite the vast majority of our operations being currently operated in the United States, our operations and new center growth could be subject to new or increased tariffs.
We currently have an automatic shelf registration statement on Form S-3 filed with the SEC under which we or the Voting Group could elect to register shares of our common stock as was done in 2024.
We currently have an automatic shelf registration statement on Form S-3 filed with the SEC under which we or the Voting Group could elect to register shares of our common stock as was done in 2024 and 2025.
The macroeconomic environment in which we operate can adversely impact our business, results of operations and prospects, including with respect to inflation, interest rates, taxes or tariffs, labor and supply chain issues, and economic recession .
The macroeconomic environment in which we operate can adversely impact our business, results of operations and prospects, including with respect to inflation, interest rates, taxes or tariffs, labor and supply chain issues, and economic recession or low growth .
Holder has owned, actually or constructively, more than 5% of our common stock at any time during the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period in such stock. 25 Table of Contents Item 1B. UNRESOLVED STAFF COMMENTS None.
Holder has owned, actually or constructively, more than 5% of our common stock at any time during the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period in such stock. Item 1B. UNRESOLVED STAFF COMMENTS None.
In addition, as a result of new center openings in existing markets, and because older centers will represent an increasing proportion of our center base over time, our same-center revenue increases may be lower in future periods than in the past. Delays in new center openings could have an adverse effect on our growth.
In addition, as a result of new center openings in existing markets, and because older centers represent an increasing proportion of our center base over time, our same-center revenue increases will be lower than in the past. Delays in new center openings could have an adverse effect on our growth.
Any failure to integrate an acquired business or center into our existing business could have an adverse effect on our existing business, results of operations and financial condition. 16 Table of Contents Additionally, as we have acquired other businesses, we have recorded assets, liabilities and intangible assets at fair value at the time of acquisition.
Any failure to integrate an acquired business or center into our existing business could have an adverse effect on our existing business, results of operations and financial condition. Additionally, as we have acquired other businesses, we have recorded assets, liabilities and intangible assets at fair value at the time of acquisition.
An increase in pre-opening expenses and lower revenue volumes characteristic of newly opened centers affect our operating margins at these new centers. Opening new centers in existing markets may attract some memberships away from other centers in those markets, which could lead to diminished revenue and profitability.
An increase in pre-opening expenses and lower revenue volumes characteristic of newly opened centers affect our operating margins at these new centers. Opening new centers in existing markets attracts some memberships away from other centers in those markets, which could lead to diminished revenue and profitability.
In particular, although we own a United States federal trademark registration for use of the LIFE TIME ® mark in the field of health and fitness centers, we are aware of entities in certain locations around the country and internationally that use LIFE TIME FITNESS, LIFE TIME or other similar marks in connection with goods and services related to health, fitness and wellness, including dietary food supplements.
In particular, although we own a United States federal trademark registration for use of the LIFE TIME ® mark in the field of health and fitness centers, we are aware of entities in certain locations around the country and internationally that use LIFE TIME FITNESS, LIFE TIME or other similar marks in connection with goods and services related to health, fitness and wellness.
We may also need to secure and maintain the rights to use music with our content, which can be costly depending on the method we use to provide our content and may involve many third parties and navigating complex and evolving legal issues.
We need to secure and maintain third party rights including to use music with our content, which can be costly depending on the method we use to provide our content and may involve many third parties and navigating complex and evolving legal issues.
Certain competitors have advantages over us, including greater name recognition and/or resources, and non-profit and government organizations may be able to obtain land and construct centers at a lower cost and collect membership fees without paying taxes, thereby allowing them to charge lower prices. Additionally, consolidation in the health, fitness and wellness industry could result in increased competition among participants.
Certain competitors have advantages over us, including non-profit and government organizations may be able to obtain land and construct centers at a lower cost and collect membership fees without paying taxes, thereby allowing them to charge lower prices. Additionally, consolidation in the health, fitness and wellness industry could result in increased competition among participants.
Any of these results could have a negative impact on our revenue growth rate, profits, cash flow and return on invested capital. Our focus for new centers continues to include wealthier demographic and coastal locations for ground-up suburban builds, mall or retail locations, vertical residential and urban locations.
Any of these results could have a negative impact on our revenue growth rate, profits, cash flow and returns. Our focus for new centers continues to include wealthier demographic and coastal locations for ground-up suburban builds, mall or retail locations, vertical residential and urban locations.
Our ability to comply with these covenants may be affected by circumstances and events beyond our control, such as prevailing 18 Table of Contents economic conditions, pandemics or epidemics and changes in regulations, and there is no assurance that we will be able to comply with such covenants.
Our ability to comply with these covenants may be affected by circumstances and events beyond our control, such as prevailing economic conditions, pandemics or epidemics and changes in regulations, and there is no assurance that we will be able to comply with such covenants.
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.
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.
The independence standards are intended to ensure that directors who meet those standards are free of any conflicting interest that could influence their actions as directors. Accordingly, stockholders may not have the same protections afforded to stockholders of other companies that are subject to all of the corporate governance requirements of the NYSE.
The independence standards are intended to ensure that directors who meet those standards are free of any conflicting interest that could influence their actions as directors. Accordingly, stockholders may not have the same protections afforded to stockholders of other companies that are subject to all of the corporate governance requirements of the NYSE until we meet such requirements during 2026.
They also may impose further 17 Table of Contents restrictions on our collection, disclosure and use of information that is housed in one or more of our databases.
They also may impose further restrictions on our collection, disclosure and use of information that is housed in one or more of our databases.
The Voting Group includes investment funds affiliated with Leonard Green & Partners, L.P. and its affiliates (“LGP”) and TPG Inc. and its affiliates (“TPG”), which collectively held approximately 42.5% of our common stock as of December 31, 2024.
The Voting Group includes investment funds affiliated with Leonard Green & Partners, L.P. and its affiliates (“LGP”) and TPG Inc. and its affiliates (“TPG”), which collectively held approximately 19.3% of our common stock as of December 31, 2025 (down from 42.5% as of December 31, 2024).
Risks Relating to Our Techn ological Operations 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.
Risks Relating to Our Techn ological 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.
Item 1A. RISK FACTORS Risks Relating to Our Business Operations and Competitive Environment We may be unable to attr act 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.
Item 1A. RISK FACTORS Risks Relating to Our Business Operations and the Growth of our Business We may be unable to attr act 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.
Additionally, how active and liquid the trading market on the NYSE for our common stock is or may become may be impacted by the fact that certain of our existing stockholders who were stockholders before the IPO, who we refer to as the “Voting Group,” collectively held as of December 31, 2024, approximately 62.7% of the voting power of our common stock.
Additionally, how active and liquid the trading market on the NYSE for our common stock may be impacted by the fact that certain of our existing stockholders who were stockholders before the IPO, who we refer to as the “Voting Group,” collectively held as of December 31, 2025, approximately 38.3% of the voting power of our common stock (down from 62.7% as of December 31, 2024).
In addition, we cannot guarantee that these businesses or strategies will be successful and contribute to earnings, and any of these businesses or strategies may lose money and have an adverse effect on our business, financial condition and operating results.
In addition, we cannot guarantee that these businesses or strategies will be successful and contribute to earnings or that we will be able to scale these businesses in an efficient manner or at all, and any of these businesses or strategies may lose money and have an adverse effect on our business, financial condition and operating results.
As of December 31, 2024, we had total consolidated indebtedness outstanding of approximately $1,556 million, as detailed in Note 8—Debt, to our consolidated financial statements included in Part II, Item 8 of this Annual Report. For the year ended December 31, 2024, our interest expense, net of interest income was $148 million.
As of December 31, 2025, we had total consolidated indebtedness outstanding of approximately $1,525 million, as detailed in Note 9—Debt, to our consolidated financial statements included in Part II, Item 8 of this Annual Report. For the year ended December 31, 2025, our interest expense, net of interest income was $82 million.
With our strategy to execute sale-leaseback transactions, we may also have an increasing number of leased locations with a small number of lessors. As of December 31, 2024, we had 53 properties subject to 14 master leases with 13 lessors.
With our strategy to execute sale-leaseback transactions, we may also have an increasing number of leased locations with a small number of lessors. As of December 31, 2025, we had 55 properties subject to 15 master leases with 14 lessors.
Depending upon the outcome, these matters may have a material adverse effect on our business, results of operations and financial condition. We could be subject to claims related to our health, fitness and wellness-related offerings or other claims, and the value and reputation of our brand may suffer.
Depending upon the outcome, these matters may have a material adverse effect on our business, results of operations and financial condition. 21 Table of Contents We defend claims related to our health, fitness and wellness-related offerings or other claims, and the value and reputation of our brand may suffer.
Furthermore, there is no assurance that any rights we have under indemnification provisions and/or insurance policies will be sufficient to cover any losses that might result from such claims. Any publicity surrounding such claims may negatively impact the value of our brand.
There is no assurance that we will not be required to cease providing certain products or services or that any rights we have under indemnification provisions and/or insurance policies will be sufficient to cover any losses that might result from such claims. Any publicity surrounding such claims may negatively impact the value of our brand.
Use of our premises, facilities, equipment, mobile application, services, activities or products poses potential health or safety risks to members, guests and customers. Claims may be asserted against us for loss, injury or death suffered by someone (including a minor child) using our premises, facilities, equipment, mobile application, services, activities or products.
Use of our premises, facilities, equipment, mobile applications, services, activities, events or products poses potential health or safety risks to members, guests and customers. Claims are asserted against us from time to time for loss, injury or death suffered by someone (including a minor child) using or visiting our premises, facilities, equipment, mobile applications, services, activities, events or products.
These factors include: 15 Table of Contents • obtaining acceptable financing including executing sale-leaseback transactions to fund construction of new sites and negotiating tenant improvement contributions from developers and landlords; • obtaining entitlements, permits and licenses necessary to complete construction of the new center on schedule and to operate the center; • negotiating the terms of the acquisition or lease of new centers; • securing access to centers and the costs of labor and materials necessary to develop and construct or remodel our centers; • delays or cost increases due to inflation, material shortages, labor issues, design changes, weather conditions, acts of God, pandemics or epidemics, discovery of contaminants, accidents, deaths or injunctions; • recruiting, training and retaining qualified employees; and • general economic conditions.
These factors include: • obtaining financing at acceptable rates, including executing sale-leaseback transactions to fund construction of new sites and negotiating tenant improvement contributions from developers and landlords; • obtaining entitlements, permits and licenses necessary to complete construction of the new center on schedule and to operate the center; • negotiating the terms of the acquisition or lease of new centers; • securing access to centers and the costs of labor and materials necessary to develop and construct or remodel our centers; • delays or cost increases due to inflation, material shortages, labor issues, design changes, weather conditions, acts of God, pandemics or epidemics, discovery of contaminants, accidents, deaths or injunctions; • recruiting, training and retaining qualified employees; and • general economic conditions, including inflation that has elevated new center construction costs. 14 Table of Contents Our growth and changes in the industry could place strains on our management, employees, information systems and internal controls, which may adversely impact our business.
For example, our level of insurance has decreased and the relative cost has increased for insuring our medi-spa services as our primary insurance carrier no longer provides insurance coverage for those services. Any gaps in insurance or any increase in the cost of insurance may have a material adverse effect on our business, results of operations and financial condition.
For example, our level of insurance has decreased and the relative cost has increased for insuring parts of our business including our medi-spa services. Any gaps in insurance or any increase in the cost of insurance may have a material adverse effect on our business, results of operations and financial condition.
Compliance with evolving and fragmenting privacy and security laws, requirements and regulations results in time and cost increases due to necessary systems changes, new limitations or constraints on our business models and the development of new administrative processes.
Similarly, federal, state and foreign regulators are considering laws and regulations for artificial intelligence. Compliance with evolving and fragmenting privacy, artificial intelligence and security laws, requirements and regulations results in time and cost increases due to necessary systems changes, new limitations or constraints on our business models and the development of new administrative processes.
Such members of the Voting Group may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us or may be more expensive for us to pursue. We are a “controlled company” within the meaning of the NYSE rules and the rules of the SEC.
Such members of the Voting Group may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us or may be more expensive for us to pursue.
Because such attacks and other events are increasing in sophistication (including from the use of artificial intelligence) and frequently change in nature, we and our third-party service providers may be unable to anticipate such events or implement adequate preventative measures, and any compromise of our systems, or those of our third-party providers, may not be discovered and remediated promptly.
Because such attacks and other events are increasing in sophistication and frequency and frequently change in nature, including due to artificial intelligence being used by bad actors, we, and our third-party service 17 Table of Contents providers, may be unable to anticipate such events or implement adequate preventative measures, and any compromise of our systems, or those of our third-party providers, may not be discovered and remediated promptly.
We use an integrated and proprietary member management system to manage the flow of member information within each of our centers and between centers and our corporate office. We also continue to invest in our mobile application and systems.
We use an integrated and proprietary member management system to manage the flow of member information within each of our centers and between centers and our corporate office.
Severe weather, natural disasters and shifting climate patterns, including fires, hurricanes and more extreme temperatures, hostilities, gun violence including active threats, social unrest or terrorist activities (or expectations about them) can adversely affect our members, consumer spending and confidence levels, supply availability and costs, as well as the local operations in impacted markets, all of which could have an adverse effect on our results of operations and financial condition.
Severe weather, shifting climate patterns and other physical climate-related risks, including drought, heat stress, storms, flooding and fires; natural disasters; and social unrest, hostilities and gun violence, including active threats or terrorist activities (or expectations about them), can adversely affect our members, consumer spending and confidence levels, supply availability and costs, as well as our operations in impacted markets, all of which could have an adverse effect on our business, results of operations, prospects and financial condition.
These factors include (i) our ability to deliver premium member experiences, (ii) members valuing our offerings at the prices we charge, (iii) changing desires, confidence, discretionary spending and behaviors of consumers and our ability to anticipate and respond to such shifts, (iv) introductions or terminations of products, services, benefits or technology, (v) general economic and environmental conditions, (vi) market or center maturity or saturation, (vii) direct and indirect competition in our trade areas and (viii) social fears such as terror or health threats.
These factors include (i) our ability to deliver premium member experiences with strong member engagement, (ii) members valuing our offerings at the prices we charge including as we have shifted to a premium offering, (iii) changing desires, confidence, discretionary spending and behaviors of consumers and our ability to anticipate and respond to such shifts, (iv) introductions or terminations of products, services, memberships, benefits or technology, (v) general economic and environmental conditions, (vi) market or center maturity or saturation, (vii) direct and indirect competition in our trade areas and (viii) social fears such as terror or health threats. 12 Table of Contents All of our members are able to cancel their membership at any time upon providing advance notice.
If the fair value of the long-lived assets or intangible assets were determined to be lower than the carrying value, the assets would be subject to impairment, which could adversely affect our financial results.
If the fair value of the long-lived assets or intangible assets were determined to be lower than the carrying value, the assets would be subject to impairment, which could adversely affect our financial results. Our business could be adversely affected by competition in the competitive health, fitness and wellness industry.
The severity and impact of center closures and center damage or destruction, and the cost to operate our centers, could increase as the climate, geopolitical and social environment changes, including with respect to our water usage in environments where water may be scarce or costly and the cost to cool our facilities in environments that experience higher temperatures.
While the magnitude and timing of these impacts are uncertain and may vary across our members, suppliers, centers and markets, the severity and impact of center closures and center damage or destruction, and the cost to build or operate our centers, could increase as the climate, geopolitical and social environment changes, including as the frequency and severity of extreme weather increases, and with respect to our water usage in environments where water may be scarce or costly, the cost to cool our facilities in environments that experience higher temperatures.
Our ability to open new centers on schedule and on budget or at all depends on a number of factors, many of which are beyond our control.
A significant amount of time and capital expenditures is required to develop and construct or remodel our new centers. Our ability to open new centers on schedule and on budget or at all depends on a number of factors, many of which are beyond our control.
We are executing on a strategy to grow our business in an asset-light manner as detailed in “Item 1—Business—Our Growth Strategies and Member Experience Initiatives” of this Annual Report. One key focus area is expanding the number of our centers in an asset-light manner.
Our center profitability may decline as we open new centers. We are executing on a strategy to grow our business in an asset-light manner as detailed in “Item 1—Business—Our Growth Strategies and Member Experience Initiatives” of this Annual Report.
Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to our stockholders and the securities issued may have rights that are senior to our common stock. We are controlled by certain of our stockholders, whose interests may not be aligned with yours.
Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to our stockholders and the securities issued may have rights that are senior to our common stock. 23 Table of Contents The Voting Group owns a significant amount of our common stock and their interests may not be aligned with yours.
While the inflation rate has improved, the extended period of elevated inflation and overall higher costs has impacted our expenses and capital expenditures in several areas, including wages, construction costs and other operating expenses. These inflationary impacts pressure our margin performance and increase our capital expenditures.
While the inflation rate has improved and been more stable, the extended period of elevated inflation and overall higher costs has impacted our expenses and capital expenditures in several areas, including wages, construction costs, supply costs, utilities, rent and other operating expenses.
As of December 31, 2024, we had a total of 207,495,152 shares of common stock outstanding and the Voting Group held approximately 62.7% of such shares.
As of December 31, 2025, we had a total of 221,076,666 shares of common stock outstanding and the Voting Group held approximately 38.3% of such shares (down from 62.7% as of December 31, 2024).
If the Voting Group exercises its registration rights, the market price of our common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them.
If the Voting Group exercises its registration rights again, sells a significant number of shares pursuant to an exemption from registration or is perceived by the market as intending to sell them, the market price of our common stock could drop significantly.
Global pandemics or other health crises can also adversely impact our business, results of operations, financial condition and prospects. We experienced significant reductions in membership levels, revenue per center membership, center activity and new center growth related to the COVID-19 pandemic, including from the responses of diverse governmental authorities in closing or restarting our operations.
We experienced significant reductions in membership levels, revenue per center membership, center activity and new center growth related to the COVID-19 pandemic, including from the responses of diverse governmental authorities in closing or restarting our operations. Our business took time to recover from that pandemic.
There is no assurance that there will be no claims against us or such third parties related to these products and services, including regarding the ingredients in, manufacture 21 Table of Contents of or results of using our nutritional products, our provision of other health, fitness and wellness-related services or content or our relationships with third parties.
Claims are asserted or governmental investigations are conducted from time to time against us or such third parties related to these products and services, including regarding the ingredients in, manufacture of or results of using our nutritional products, our provision of other health, fitness and wellness-related services or content or our relationships with third parties.
Staffing shortages, including for our centers and for key corporate and technology resources, could also hinder our ability to implement our business and growth strategy. Payroll costs are a major component of the operating expenses at our centers. We have experienced and may continue to experience a labor market that requires higher wages, which places pressure on our profitability.
Payroll costs are a major component of the operating expenses at our centers. We have experienced and may continue to experience a labor market that requires higher wages and increased benefits, which places pressure on our profitability.
We could also face claims for economic or other damages by members, guests, customers or employees, including consumer protection, wage and hour, health center contract, or other statutory or common law claims arising from our business operations. Such claims may be uninsured or the proceeds of our insurance coverages for such claims may be insufficient to cover our losses fully.
We also face claims for economic or other damages by members, guests, customers or employees, including consumer protection, wage and hour, membership or ancillary services contract, or other statutory or common law claims arising from our business operations.
Our annual debt service obligation for 2025 is expected to be approximately $103 million for interest and $23 million primarily for term loan and mortgage principal payments. We and our subsidiaries may still incur substantially more debt, including secured debt.
Our annual debt service obligation for 2026 is expected to be approximately $86 million for interest and $22 million primarily for term loan and mortgage principal payments.
As of December 31, 2024, we had 166 leased properties, including 122 center leases and 11 ground leases and 12 centers under construction. For the year ended December 31, 2024, our rent expense was approximately $305 million.
We and our subsidiaries may still incur substantially more debt, including secured debt. 18 Table of Contents As of December 31, 2025, we had 185 leased properties, including 134 center leases and 11 ground leases and 17 centers under construction. For the year ended December 31, 2025, our rent expense was approximately $339 million.
That severity and impact could also be greater in the various geographical locations across the country where we operate multiple centers and as we expand. Our receipt of proceeds under any insurance we maintain with respect to some of these risks may be delayed or the proceeds may be insufficient to cover our losses fully .
Our receipt of proceeds under any insurance we maintain with respect to some of these risks may be delayed or the proceeds may be insufficient to cover our losses fully .
While we seek to offer our members best-in-class technology solutions, we operate in an environment of significant and rapid technological change, including with respect to artificial intelligence. To remain competitive, we must continue to maintain, enhance and improve the functionality, capacity, accessibility, reliability and features of our mobile application, automated member interfaces and other technology offerings.
To remain competitive, we must continue to maintain, enhance and improve the functionality, capacity, accessibility, reliability, use and features of our mobile application, automated member interfaces and other technology offerings as well as the use of technology and artificial intelligence in the corporate support of our business.
Even if the Voting Group were to own or control less than a majority of our total outstanding shares of common stock, they will be able to influence the outcome of corporate actions so long as they own a significant portion of our total outstanding shares of common stock. 23 Table of Contents It is possible that members of the Voting Group may have interests that are different from other stockholders and may vote in a way with which other stockholders may disagree and that may be adverse to other stockholders’ interests.
It is possible that members of the Voting Group may have interests that are different from other stockholders and may vote in a way with which other stockholders may disagree and that may be adverse to other stockholders’ interests.
There are numerous factors that could prevent us from increasing, or cause a decline in, our memberships and in-center business or that could prevent us from optimizing our revenue per center membership, any of which could adversely impact our business, results of operations and financial condition.
The success of our business depends on our ability to attract and retain members, optimize memberships and increase our revenue per center membership. There are numerous factors that could impact our ability to do these things, any of which could adversely impact our business, results of operations and financial condition.
Changes in market interest rates may influence our financing costs, returns on financial investments and the valuation of derivative contracts and could reduce our earnings and cash flows. 19 Table of Contents We 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.
The occurrence of any one of these events could have a material adverse effect on our business, financial condition, results of operations and ability to grow our business or satisfy our obligations. 19 Table of Contents We 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.
Additionally, we cannot be certain that these strategies will attract and retain members or deliver higher revenue per center membership.
These investments may impact our short-term results of operations and cash flows as our investments in our business may be made more quickly than we see the returns on our investments. Additionally, we cannot be certain that these strategies will attract and retain members or deliver higher revenue per center membership.
We are highly dependent on the services of our senior management team and other key employees at both our corporate headquarters and our centers. Competition for such employees is intense. Our inability to attract, retain, train and motivate qualified employees could reduce member satisfaction, harm our brand and reputation and adversely affect our operating efficiency and financial results.
We are highly dependent on the services of our senior management team and other key employees at both our corporate headquarters and our centers. Competition for such employees is intense and most of our executive officers have each been with the Company for over 20 years.
Elevating our member experiences to meet and exceed their expectations requires investment in our team members, programs, products, services and centers. These investments may impact our short-term results of operations and cash flows as our investments in our business may be made more quickly than we see the returns on our investments.
The factors outlined immediately above could impact our ability to do these things. Elevating our member experiences to meet and exceed their expectations requires investment in our team members, programs, products, services and centers.
Risks Relating to the Growth of O ur Business If 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.
Additionally, while we have been a company focused on corporate responsibility from our formation, as we continue to develop and execute on our initiatives in these areas, we could incur additional costs or risks that adversely impact our business. 13 Table of Contents If 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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur Audit Committee discusses the Company’s policies with respect to risk assessment and risk management, including guidelines and policies to govern the process by which the Company’s exposure to risk is handled. As part of this process, our Audit Committee oversees our ERM program including risks related to privacy, data and information security, including cybersecurity.
Biggest changeGovernance Our Board of Directors oversees risk management of our business and accomplishes this oversight primarily through the Audit Committee. Our Audit Committee discusses the Company’s policies with respect to risk assessment and risk management, including guidelines and policies to govern the process by which the Company’s exposure to risk is handled.
Risk Management and Strategy We take a risk-based approach with our cybersecurity program that has been designed in accordance with the National Institute of Standards and Technology (“NIST”) cybersecurity framework. Our program focuses on a variety of potential material risks including operational (including unauthorized access), financial, reputational and compliance-related.
Risk Management and Strategy We take a risk-based approach with our cybersecurity program that has been designed in accordance with the National Institute of Standards and Technology (“NIST”) cybersecurity framework. Our program focuses on a variety of potential material risks including operational (including unauthorized access and business continuity), financial, reputational and compliance-related.
We analyze these risks based on numerous factors and also weigh their likelihood and potential impact. This analysis is led by our Chief Digital Officer and Chief Information Security Officer as detailed below under “—Governance.” Additionally, we have identified cybersecurity as a credible technology-related risk under our enterprise risk management (“ERM”) program.
We analyze these risks based on numerous factors and also weigh their likelihood and potential impact. This analysis is led by our Chief Digital Officer, Senior Vice President of Technology and Chief Information Security Officer as detailed below under “—Governance.” Additionally, we have identified cybersecurity as a credible technology-related risk under our enterprise risk management (“ERM”) program.
Our CISO’s knowledge and experience, coupled with the expertise and advice we receive from third parties, are instrumental in assessing and managing our cybersecurity program, including our strategy, security engineering, security operations, cybersecurity awareness and training, information technology governance and compliance, and cyber threat identification, assessment, management, mitigation and response.
Our CISO’s knowledge and experience, coupled with the expertise and advice we receive from third parties, are instrumental in assessing and managing our cybersecurity program, 26 Table of Contents including our strategy, security engineering, security operations, cybersecurity awareness and training, information technology governance and compliance, and cyber threat identification, assessment, management, mitigation and response.
Our cybersecurity team also stays informed on the latest developments in cybersecurity, including trends, risks, threat vectors and attack mechanisms, through security and compliance-related seminars, conferences, continuing education training, news feeds and forums and our CISO sits on various CISO committees and roundtables.
Our cybersecurity team also stays informed on the latest developments in cybersecurity, including trends, risks, threat vectors, impacts and risks from artificial intelligence and attack mechanisms, through security and compliance-related seminars, conferences, continuing education training, news feeds and forums and our CISO sits on various CISO committees and roundtables.
Our Chief Digital Officer is the owner of our technology risks and is therefore charged with executing controls to monitor and mitigate cybersecurity risks through people, processes and technology.
Our Chief Digital Officer is the owner of our technology risks and is therefore charged with 25 Table of Contents executing controls to monitor and mitigate cybersecurity risks through people, processes and technology.
We seek to continuously improve our program within the NIST framework based on our risk assessment as well as our business needs and industry trends.
We seek to continuously improve and mature our program within the NIST framework based on our risk assessment, the threat landscape as well as our business needs and industry trends.
Our Executive Vice President and Chief Digital Officer is our executive team member responsible for our cybersecurity program and our Chief Information Security Officer (“CISO”) leads the program. Together they provide updates to the ERM Committee and present to our Audit Committee at least annually.
Our Executive Vice President and Chief Digital Officer is our executive team member responsible for our cybersecurity program and our Chief Information Security Officer (“CISO”) leads the program with the support of our Senior Vice President of Technology. Together they provide updates to the ERM Committee and present to our Audit Committee at least annually.
While we experience cybersecurity threats during the normal course of business, no risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected us and we do not believe are reasonably likely to materially affect us, including with respect to our business strategy, results of operations and financial condition. 26 Table of Contents Governance Our Board of Directors oversees risk management of our business and accomplishes this oversight primarily through the Audit Committee.
While we experience cybersecurity threats during the normal course of business, no risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected us and we do not believe are reasonably likely to materially affect us, including with respect to our business strategy, results of operations and financial condition.
Management presents to the Audit Committee at least annually on our cybersecurity program and risks related thereto, and then the Audit Committee reports on that presentation to our Board of Directors.
As part of this process, our Audit Committee oversees our ERM program including risks related to privacy, data and information security, including cybersecurity. Management presents to the Audit Committee at least annually on our cybersecurity program and risks related thereto, and then the Audit Committee reports on that presentation to our Board of Directors.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThese include tennis-only facilities that we own in Oakdale, Minnesota; Centennial, Colorado; and Plano, Texas; a pickleball-only facility that we own in Chanhassen, Minnesota; along with leased small centers in Austin, Texas; Battery Park, New York; and Hackensack, New Jersey. 28 Table of Contents Other Property Data : December 31, 2024 2023 2022 (Number of centers) Center age: Open 1 to 12 months 8 11 10 Open 13 to 37 months 21 17 12 Open 37+ months 150 143 139 Total centers 179 171 161 Center ownership: Own 37 33 32 Own/ground lease 11 11 11 Own/mortgaged outside of Credit Facilities 8 13 13 Joint venture 1 1 1 Leased 122 113 104 Total centers 179 171 161
Biggest changeThese include tennis-only facilities that we own in Oakdale, Minnesota; Centennial, Colorado; and Plano, Texas; a pickleball-only facility that we own in Chanhassen, Minnesota; a racquet club that we lease in Creve Coeur, Missouri; a racquet club that we own in Boise, Idaho; along with leased small centers in Austin, Texas; Battery Park, New York; 5th Avenue, New York; and Hackensack, New Jersey. 28 Table of Contents Other Property Data : December 31, 2025 2024 2023 (Number of centers) Center age: Open 1 to 12 months 10 8 11 Open 13 to 37 months 22 21 17 Open 37+ months 157 150 143 Total centers 189 179 171 Center ownership: Own 35 37 33 Own/ground lease 11 11 11 Own/mortgaged outside of Credit Facilities 8 8 13 Joint venture 1 1 1 Leased 134 122 113 Total centers 189 179 171
Depending on the size and location, they offer expansive fitness floors with top-of-the-line equipment, spacious locker rooms, group fitness studios and spaces, indoor and outdoor pools and bistros, indoor and outdoor tennis courts, indoor and outdoor pickleball courts, basketball courts, LifeSpa personal care services, LifeCafe healthy restaurants and child care and Kids Academy learning spaces.
Depending on the size and location of a center, we offer expansive fitness floors with top-of-the-line equipment, spacious locker rooms, group fitness studios and spaces, recovery spaces, indoor and outdoor pools and bistros, indoor and outdoor tennis courts, indoor and outdoor pickleball courts, basketball courts, LifeSpa personal care services, LifeCafe healthy restaurants and child care and Kids Academy learning spaces.
Excluding renewal options, the terms of our leased centers, including ground leases, expire at various dates from August 2025 through December 2054. Including renewal options, only nine of our 122 leases expire in the next 15 years. The majority of our leases have renewal options and a few grant us the right to purchase the property.
Excluding renewal options, the terms of our leased centers, including ground leases, expire at various dates from March 2027 through December 2054. Including renewal options, only nine of our 134 leases expire in the next 15 years. The majority of our leases have renewal options and a few grant us the right to purchase the property.
Item 2. PROPERTIES We operate distinctive, resort-like athletic country club destinations in both affluent suburban and urban locations centered around major metropolitan areas in the United States and Canada. As of December 31, 2024, we operated 179 centers in 31 states and one Canadian province, 57 of which were owned (including ground leases) and 122 of which were leased.
Item 2. PROPERTIES We operate distinctive, resort-like athletic country club destinations in both affluent suburban and urban locations centered around major metropolitan areas in the United States and Canada. As of December 31, 2025, we operated 189 centers in 31 states and one Canadian province, 55 of which were owned (including ground leases) and 134 of which were leased.
Of our 57 owned properties, 24 are pledged as collateral under our Credit Facilities as well as our secured notes, and eight are pledged as collateral under our mortgage notes.
Of our 55 owned properties, 21 are pledged as collateral under our Credit Facilities as well as our secured notes, and eight are pledged as collateral under our mortgage notes.
During 2024, we opened eight new centers. Our luxurio us athletic country clubs total over 17 million of indoor square feet and approximately seven million of outdoor square feet in the aggregate and measure approximately 99,000 square feet on average.
During 2025, we opened 10 new centers. Our luxurio us athletic country clubs total over 18 million of indoor square feet and over seven million of outdoor square feet in the aggregate and measure approximately 97,000 square feet on average.
Our corporate headquarters, located in Chanhassen, Minnesota next to our Chanhassen center, is comprised of two 105,000 square foot, free-standing, three-story buildings that we own. 27 Table of Contents The table below contains information about our centers as of December 31, 2024: Number of Owned Centers Number of Leased Centers Total Number of Centers Aggregate Indoor Square Feet United States: Alabama 0 1 1 104,336 Arizona 1 6 7 681,917 California 3 4 7 622,477 Colorado 3 4 7 748,654 Connecticut 0 1 1 53,198 Florida 1 4 5 399,958 Georgia 3 5 8 760,887 Illinois 6 7 13 1,450,388 Indiana 2 0 2 127,512 Iowa 0 1 1 110,378 Kansas 1 1 2 222,712 Maryland 1 3 4 397,256 Massachusetts 0 6 6 688,938 Michigan 2 5 7 686,407 Minnesota 13 10 23 2,108,989 Missouri 0 2 2 238,287 Nebraska 0 1 1 116,409 Nevada 1 1 2 258,062 New Jersey 2 5 7 804,190 New York 2 10 12 808,693 North Carolina 1 3 4 378,804 Ohio 1 5 6 515,011 Oklahoma 0 2 2 232,206 Oregon 1 0 1 133,526 Pennsylvania 0 3 3 324,509 Tennessee 0 2 2 236,129 Texas 9 22 31 3,153,409 Utah 0 1 1 109,800 Virginia 1 5 6 601,008 Washington 0 1 1 34,385 Wisconsin 0 1 1 126,423 Canada: Ontario 3 0 3 397,853 Total Centers 57 122 179 17,632,711 In a few of our centers, we sublease space to third parties.
Our corporate headquarters, located in Chanhassen, Minnesota next to our Chanhassen center, is comprised of two 105,000 square foot, free-standing, three-story buildings that we own. 27 Table of Contents The table below contains information about our centers as of December 31, 2025: Number of Owned Centers Number of Leased Centers Total Number of Centers Aggregate Indoor Square Feet United States: Alabama 0 1 1 104,336 Arizona 0 7 7 681,917 California 5 4 9 780,404 Colorado 2 6 8 784,861 Connecticut 0 1 1 53,198 Florida 1 5 6 436,601 Georgia 3 6 9 841,618 Illinois 6 9 15 1,585,414 Indiana 2 0 2 127,512 Iowa 0 1 1 110,378 Kansas 1 1 2 222,712 Maryland 1 3 4 397,256 Massachusetts 0 7 7 749,394 Michigan 2 5 7 686,407 Minnesota 12 11 23 2,108,989 Missouri 0 2 2 238,287 Nebraska 0 1 1 116,409 Nevada 1 1 2 258,062 New Jersey 1 6 7 804,190 New York 2 10 12 808,693 North Carolina 1 3 4 378,804 Ohio 2 5 7 575,895 Oklahoma 0 2 2 232,206 Oregon 1 0 1 133,526 Pennsylvania 0 3 3 324,509 Tennessee 0 2 2 236,129 Texas 8 24 32 3,211,109 Utah 0 1 1 109,800 Virginia 1 5 6 601,008 Washington 0 1 1 34,385 Wisconsin 0 1 1 126,423 Canada: Ontario 3 0 3 397,853 Total Centers 55 134 189 18,258,285 In a few of our centers, we sublease space to third parties.
In addition to the centers listed in the table above, as of December 31, 2024, we had 12 new centers under construction, with significant growth capital expenditures already invested into these new centers that have yet to open. We also operate seven facilities that we classify as satellite locations.
In addition to the centers listed in the table above, as of December 31, 2025, we had 17 new centers under construction. We also operate 10 facilities that we classify as satellite locations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe Life Time Parties have appealed from that judgment to the Minnesota Court of Appeals. The Action is subject to many uncertainties, and the outcome of the matter is not predictable with any assurance. Other Legal Proceedings —We are also engaged in other proceedings incidental to the normal course of business.
Biggest changeThe Action will be remanded to the District Court for further proceedings. The Action is subject to uncertainties, and the final outcome of the matter is not predictable with assurance. Other Legal Proceedings —We are also engaged in other proceedings incidental to the normal course of business.
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.
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 (the “District Court”) (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.
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The Life Time Parties appealed from that judgment to the Minnesota Court of Appeals (the “Court of Appeals”).
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On August 11, 2025, the Court of Appeals reversed the District Court’s order granting summary judgment in favor of Zurich, holding that governmental closure orders were the causes of the Life Time Parties’ losses under the property/business interruption policy, and not the pandemic.
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The Court of Appeals concluded that the Life Time Parties have a coverage limit of $1.0 million per occurrence and there were 29 occurrences, reflecting the 29 different jurisdictions that issued closure orders affecting the Life Time Parties’ 150 locations during that time. The Court of Appeals remanded the Action to the District Court for further proceedings.
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On September 8, 2025, Zurich petitioned the Minnesota Supreme Court for review of the decision of the Court of Appeals. On September 30, 2025, the Life Time Parties filed an opposition to Zurich’s petition for review. On October 29, 2025, the Minnesota Supreme Court denied Zurich’s petition for review.
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In November 2025, Zurich paid approximately $40 million to Life Time in partial satisfaction of Life Time’s legal claims in this Action, representing payment of up to $1.0 million plus interest for 26 occurrences of 29 total occurrences found by the Court of Appeals in its order dated August 11, 2025.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeInstead, we anticipate that all of our earnings in the foreseeable future will be used to support our operations, to finance the growth and development of our business and to pay down debt.
Biggest changeWe anticipate that our earnings in the foreseeable future will be focused towards supporting our operations, financing the growth and development of our business and returning capital to stockholders pursuant to our Share Repurchase Program (defined below).
Stock Performance Graph The following graph compares the change in total cumulative stockholder return on our common stock for the period from the close of trading on October 7, 2021, which was the first day our common stock began to trade publicly on the NYSE, to the end of fiscal 2024 relative to the performance of the S&P 500 Index, the S&P 400 Index and the Russell 2000 (Total Return) Index.
Stock Performance Graph The following graph compares the change in total cumulative stockholder return on our common stock for the period from the close of trading on October 7, 2021, which was the first day our common stock began to trade publicly on the NYSE, to the end of fiscal 2025 relative to the performance of the S&P 500 Index, the S&P 400 Index and the Russell 2000 (Total Return) Index.
Purchases of Equity Securities During the fourth quarter of the fiscal year ended December 31, 2024, we did not purchase any of our equity securities that are registered under Section 12(b) of the Exchange Act.
Purchases of Equity Securities During the fourth quarter of the fiscal year ended December 31, 2025, we did not purchase any of our equity securities that are registered under Section 12(b) of the Exchange Act.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on the NYSE under the symbol “LTH” and began trading on October 7, 2021. Holders A s of February 24, 2025, there wer e 21 hold ers o f record of our common stock.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on the NYSE under the symbol “LTH” and began trading on October 7, 2021. Holders A s of February 20, 2026, there wer e 23 hold ers o f record of our common stock.
Dividends, distributions and other payments from, and cash generated by, our subsidiaries will be our principal sources of cash to repay indebtedness, fund operations and pay dividends. Accordingly, our ability to pay dividends to our stockholders is dependent on the earnings and distributions of funds from our subsidiaries.
Dividends, distributions and other payments from, and cash generated by, our subsidiaries will be our principal sources of cash. Accordingly, our ability to pay dividends to our stockholders is dependent on the earnings and distributions of funds from our subsidiaries.
The covenants in the credit agreement governing our senior secured credit facility and the indenture governing our secured notes restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us.
The covenants in the credit agreement governing our senior secured credit facility and the indenture governing our secured notes have restrictions, with exceptions and baskets, regarding the ability of our subsidiaries to pay dividends or otherwise transfer assets to us.
The number of holders of record is based upon the actual number of holders registered at such date and does not include holders of shares in “street name” or persons, partnerships, associates, corporations or other entities identified in security position listing maintained by depositories. Dividends We do not currently expect to pay any cash dividends on our common stock.
The number of holders of record is based upon the actual number of holders registered at such date and does not include holders of shares in “street name” or persons, partnerships, associates, corporations or other entities identified in security position listing maintained by depositories.
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Dividends We do not currently pay any cash dividends on our common stock and do not expect to pay any cash dividends on our common stock for the foreseeable future.
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On February 19, 2026, our board of directors approved a share repurchase program of up to $500 million of our outstanding common stock (the “Share Repurchase Program”).
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Repurchases under the Share Repurchase Program may be made from time to time at the discretion of management through open market purchases, block trades, accelerated or other structured share repurchase programs, privately negotiated transactions, Rule 10b5-1 plans or other means, and may include purchases from affiliates.
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The manner, timing, pricing and amount of any transactions will be subject to the discretion of management and may depend on a variety of factors, including business and market conditions, corporate and regulatory requirements, alternative investment opportunities, acquisition opportunities, and other factors.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table reflects capital expenditures by type of expenditure (in thousands): Year Ended December 31, 2024 2023 2022 Growth capital expenditures (1) $ 334,479 $ 467,895 $ 409,435 Maintenance capital expenditures (2) 108,635 102,880 98,111 Modernization and technology capital expenditures (3) 81,421 127,218 83,632 Total capital expenditures $ 524,535 $ 697,993 $ 591,178 (1) Consist of new center land and construction, initial major remodels of acquired centers, major remodels of existing centers that expand existing square footage, asset acquisitions including the purchase of previously leased centers and other growth initiatives.
Biggest changeThe $281.4 million decrease in net cash used in investing activities for the year December 31, 2024 as compared to the year ended December 31, 2023 was primarily driven by a $173.5 million decrease in capital expenditures, a $85.6 million increase in proceeds that we received from sale-leaseback transactions, and a $11.4 million increase in proceeds from the sale of land during the year ended December 31, 2024 as compared to the year ended December 31, 2023. 44 Table of Contents The following table reflects capital expenditures by type of expenditure (in thousands): Year Ended December 31, 2025 2024 2023 Growth capital expenditures (1) $ 656,485 $ 334,479 $ 467,895 Maintenance capital expenditures (2) 125,801 108,635 102,880 Modernization and technology capital expenditures (3) 109,197 81,421 127,218 Total capital expenditures $ 891,483 $ 524,535 $ 697,993 (1) Consist of new center land and construction, initial major remodels of acquired centers, major remodels of existing centers that expand existing square footage, asset acquisitions including the purchase of previously leased centers and other growth initiatives.
Adjusted net income (loss) We define Adjusted net income (loss) as net income (loss) excluding the impact of share-based compensation expense as well as (gain) loss on sale-leaseback transactions, capital transaction costs, legal settlements, asset impairment, severance and other items that are not indicative of our ongoing operations, less the tax effect of these adjustments.
We define Adjusted net income as net income excluding the impact of share-based compensation expense as well as (gain) loss on sale-leaseback transactions, capital transaction costs, legal settlements, asset impairment, severance and other items that are not indicative of our ongoing operations, less the tax effect of these adjustments.
Additionally, we believe free cash flow is frequently used by analysts, investors and other interested parties in the evaluation of companies in our industry. Adjusted net income (loss), Adjusted EBITDA and free cash flow should be considered in addition to, and not as a substitute for or superior to, financial measures calculated in accordance with GAAP.
Additionally, we believe free cash flow is frequently used by analysts, investors and other interested parties in the evaluation of companies in our industry. Adjusted net income, Adjusted EBITDA and free cash flow should be considered in addition to, and not as a substitute for or superior to, financial measures calculated in accordance with GAAP.
These are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income (loss) or any other performance measures derived in accordance with GAAP or as an alternative to net cash provided by operating activities as a measure of our liquidity and may not be comparable to other similarly titled measures of other businesses.
These are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income or any other performance measures derived in accordance with GAAP or as an alternative to net cash provided by operating activities as a measure of our liquidity and may not be comparable to other similarly titled measures of other businesses.
Our cash requirements greater than twelve months from various contractual obligations and commitments include: Debt Obligations and Interest Payments Refer to Note 8, Debt, to our consolidated financial statements included in Part II, Item 8 of this Annual Report for further detail of our debt and the timing of expected future principal payments.
Our cash requirements greater than twelve months from various contractual obligations and commitments include: Debt Obligations and Interest Payments Refer to Note 9, Debt, to our consolidated financial statements included in Part II, Item 8 of this Annual Report for further detail of our debt and the timing of expected future principal payments.
Depending on the size and location of a center, we offer expansive fitness floors with top-of-the-line equipment, spacious locker rooms, group fitness studios and spaces, indoor and outdoor pools and bistros, indoor and outdoor tennis courts, indoor and outdoor pickleball courts, basketball courts, LifeSpa, LifeCafe and our childcare and Kids Academy learning spaces.
Depending on the size and location of a center, we offer expansive fitness floors with top-of-the-line equipment, spacious locker rooms, group fitness studios and spaces, recovery spaces, indoor and outdoor pools and bistros, indoor and outdoor tennis courts, indoor and outdoor pickleball courts, basketball courts, LifeSpa, LifeCafe and our childcare and Kids Academy learning spaces.
We believe that Adjusted net income (loss) and Adjusted EBITDA are important metrics for management, investors and analysts as they remove the impact of items that we do not believe are indicative of our core operating performance and allow for consistent comparison of our operating results over time and relative to our peers.
We believe that Adjusted net income and Adjusted EBITDA are important metrics for management, investors and analysts as they remove the impact of items that we do not believe are indicative of our core operating performance and allow for consistent comparison of our operating results over time and relative to our peers.
Furthermore, we compensate for the limitations described above by relying primarily on our GAAP results and using Adjusted net income (loss), Adjusted EBITDA and free cash flow only for supplemental purposes. See our consolidated financial statements included elsewhere in this Annual Report for our GAAP results.
Furthermore, we compensate for the limitations described above by relying primarily on our GAAP results and using Adjusted net income, Adjusted EBITDA and free cash flow only for supplemental purposes. See our consolidated financial statements included elsewhere in this Annual Report for our GAAP results.
Adjusted net income (loss), Adjusted EBITDA and free cash flow have limitations as analytical tools, and you should not consider these measures in isolation or as a substitute for analysis of our operating results or cash flows as reported under GAAP.
Adjusted net income, Adjusted EBITDA and free cash flow have limitations as analytical tools, and you should not consider these measures in isolation or as a substitute for analysis of our operating results or cash flows as reported under GAAP.
We deliver high-quality experiences through our omni-channel physical and digital ecosystem that includes more than 175 centers—distinctive, resort-like athletic country club destinations—across 31 states in the United States and one province in Canada. Our continuous commitment to members has resulted in strong brand loyalty and fueled our strong, long-term financial performance.
We deliver high-quality experiences through our omni-channel physical and digital ecosystem that includes more than 185 centers—distinctive, resort-like athletic country club destinations—across 31 states in the United States and one province in Canada. Our continuous commitment to members has resulted in strong brand loyalty and fueled our strong, long-term financial performance.
Adjusted EBITDA We define Adjusted EBITDA as net income (loss) before interest expense, net, provision for (benefit from) income taxes and depreciation and amortization, excluding the impact of share-based compensation expense as well as (gain) loss on sale-leaseback transactions, capital transaction costs, legal settlements, asset impairment, severance and other items that are not indicative of our ongoing operations.
We define Adjusted EBITDA as net income before interest expense, net, provision for income taxes and depreciation and amortization, excluding the impact of share-based compensation expense as well as (gain) loss on sale-leaseback transactions, capital transaction costs, legal settlements, asset impairment, severance and other items that are not indicative of our ongoing operations.
These are not measurements of our financial performance under GAAP and should not be considered as alternatives to any other performance measures derived in accordance with GAAP. 35 Table of Contents Set forth below are certain GAAP and non-GAAP measurements and key performance indicators for the years ended December 31, 2024, 2023 and 2022.
These are not measurements of our financial performance under GAAP and should not be considered as alternatives to any other performance measures derived in accordance with GAAP. 35 Table of Contents Set forth below are certain GAAP and non-GAAP measurements and key performance indicators for the years ended December 31, 2025, 2024 and 2023.
(5) Net income (loss) margin is calculated as net income (loss) divided by total revenue. (6) We present Adjusted net income (loss) as a supplemental measure of our performance.
(5) Net income margin is calculated as net income divided by total revenue. (6) We present Adjusted net income as a supplemental measure of our performance.
(f) Includes (i) a $13.8 million write-off of the unamortized debt discounts and issuance costs associated with the extinguishment of our former Term Loan Facility and Construction Loan and the loss on the satisfaction and discharge of our 5.750% Senior Secured Notes and 8.000% Senior Unsecured Notes for the year ended December 31, 2024.
(g) Includes (i) a $13.8 million write-off of the unamortized debt discounts and issuance costs associated with the extinguishment of our former term loan facility and Construction Loan and the loss on the satisfaction and discharge of our 5.750% Senior Secured Notes and 8.000% Senior Unsecured Notes for the year ended December 31, 2024.
Provision for (benefit from) income taxes The provision for (benefit from) income taxes consists of an estimate for U.S. federal, state and foreign income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities and changes in the tax law.
Provision for income taxes The provision for income taxes consists of an estimate for U.S. federal, state and foreign income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities and changes in the tax law.
Non-GAAP Financial Measures This discussion and analysis includes certain financial measures that are not presented in accordance with GAAP, including Adjusted net income (loss), Adjusted net income (loss) per common share, Adjusted EBITDA, free cash flow and ratios and calculations related thereto.
Non-GAAP Financial Measures This discussion and analysis includes certain financial measures that are not presented in accordance with GAAP, including Adjusted net income, Adjusted net income per common share, Adjusted EBITDA, free cash flow and ratios related thereto.
Management uses Adjusted net income (loss) and Adjusted EBITDA to evaluate the Company’s performance.
Management uses Adjusted net income and Adjusted EBITDA to evaluate the Company’s performance.
Adjusted net income (loss) margin is calculated as Adjusted net income (loss) divided by total revenue.
Adjusted net income margin is calculated as Adjusted net income divided by total revenue.
Approximately 68% of our centers are now leased, including approximately 87% of our new centers opened since 2015, versus a predominantly owned real estate strategy prior to 2015. Rent expense, which includes both cash and non-cash rent expense, will continue to increase as we lease more centers and will therefore impact the comparability of our results of operations.
Approximately 71% of our centers are now leased, including approximately 84% of our new centers opened since 2015, versus a predominantly owned real estate strategy prior to 2015. Rent expense, which includes both cash and non-cash rent expense, will continue to increase as we lease more centers and will therefore impact the comparability of our results of operations.
This increase was recognized across all of our primary in-center businesses and reflects the higher utilization of our offerings by our members, particularly Dynamic Personal Training, during the year ended December 31, 2024 as compared to the year ended December 31, 2023. 42 Table of Contents The $12.1 million increase in Other revenue for the year ended December 31, 2024 as compared to the year ended December 31, 2023 was primarily driven by the improved performance of our Life Time Work locations, media and events business and Life Time Living locations.
This increase was recognized across all of our primary in-center businesses and reflects the higher utilization of our offerings by our members, particularly Dynamic Personal Training, during the year ended December 31, 2025 as compared to the year ended December 31, 2024. 42 Table of Contents The $12.2 million increase in Other revenue for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was primarily driven by the improved performance of our media and events business and Life Time Work locations.
Depreciation and amortization expense Depreciation and amortization expense consists of depreciation and amortization for our depreciable long-lived assets, including assets related to our owned centers. 33 Table of Contents Other operating expense (income) Other operating expense (income) consists primarily of expenses (income) related to our Other revenue, which is generated from our businesses outside of our centers.
Depreciation and amortization expense Depreciation and amortization expense consists of depreciation and amortization for our depreciable long-lived assets, including assets related to our owned centers. Other operating expense (income) Other operating expense (income) consists primarily of expenses (income) related to our Other revenue, which is generated from our businesses outside of our centers.
Our luxurious athletic country clubs total over 17 million of indoor square feet and approximately seven million of outdoor square feet in the aggregate. Our centers are located in affluent suburban and urban locations.
Our luxurious athletic country clubs total over 18 million of indoor square feet and over seven million of outdoor square feet in the aggregate. Our centers are located in affluent suburban and urban locations.
Refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Form 10-K for the year ended December 31, 2023 filed with the SEC on February 28, 2024, for discussion of the results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Form 10-K for the year ended December 31, 2024 filed with the SEC on February 27, 2025, for discussion of the results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Net income (loss) Net income (loss) consists of our total revenue, less our total operating expenses, and then adjusted for other (income) expenses and provision for (benefit from) income taxes, as set forth on our consolidated statements of operations.
Net income Net income consists of our total revenue, less our total operating expenses, and then adjusted for other (income) expenses and provision for income taxes, as set forth on our consolidated statements of operations.
(3) Net new center openings is calculated as the number of centers that opened for the first time to members during the period, less any centers that closed during the period. Total centers (end of period) is the number of centers operational as of the last day of the period. During 2024, we opened eight centers.
(3) Net new center openings is calculated as the number of centers that opened for the first time to members during the period, less any centers that closed during the period. Total centers (end of period) is the number of centers operational as of the last day of the period. During 2025, we opened 10 centers.
Share-based compensation expense recognized during the year ended December 31, 2023 was associated with stock options, restricted stock units, our ESPP and liability-classified awards related to our 2023 short-term incentive plan. Share-based compensation expense recognized during the year ended December 31, 2022 was associated with stock options, restricted stock, restricted stock units and our ESPP.
Share-based compensation expense recognized during the year ended December 31, 2024 was associated with stock options, restricted stock units, performance stock units, our ESPP and liability-classified awards related to our 2024 short-term incentive plan.
Our premium service offerings are delivered by over 42,000 Life Time team members, including over 10,800 certified fitness professionals, ranging from personal trainers to studio performers. 31 Table of Contents Our members are highly engaged and draw inspiration from the experiences and community we have created.
Our premium service offerings are delivered by over 44,000 Life Time team members, including over 11,100 certified fitness professionals, ranging from personal trainers to studio performers. 31 Table of Contents Our members are highly engaged and draw inspiration from the experiences and community we have created.
Additionally, our digital platform is delivering a true omni-channel experience through our integrated digital app that is now available at no cost, including live streaming fitness classes, remote goal-based personal training, nutrition and weight loss support and curated award-winning health, fitness and wellness content.
Additionally, our digital platform is delivering a true omni-channel experience through our integrated digital app, including live streaming fitness classes, remote goal-based personal training, nutrition and weight loss support and curated award-winning health, fitness and wellness content.
Our average revenue per center membership increased to $3,160 for the year ended December 31, 2024 as compared to $2,810 for the year ended December 31, 2023 and $2,528 for the year ended December 31, 2022.
Our average revenue per center membership increased to $3,531 for the year ended December 31, 2025 as compared to $3,160 for the year ended December 31, 2024 and $2,810 for the year ended December 31, 2023.
The $29.8 million increase in Rent expense for the year ended December 31, 2024 as compared to the year ended December 31, 2023 was primarily driven by the timing of sale-leaseback transactions during both the current and prior year, the timing of taking possession of other leased properties, as well as the recognition of a higher level of contingent rent expense, which is generally determined based on a percentage of center-specific revenue and/or other center-specific financial metrics over contractually specified levels.
The $34.2 million increase in Rent expense for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was primarily driven by sale-leaseback transactions, taking possession of other leased properties, as well as the recognition of a higher level of contingent rent expense, which is generally determined based on a percentage of center-specific revenue and/or other center-specific financial metrics over contractually specified levels, during the year ended December 31, 2025 as compared to the year ended December 31, 2024.
See “—Overview—Macroeconomy” for additional information. Share-Based Compensation During the year ended December 31, 2024, we recognized share-based compensation expense associated with stock options, restricted stock units, performance stock units, our ESPP and liability-classified awards related to our 2024 short-term incentive plan, totaling approximately $51.0 million.
During the year ended December 31, 2024, we recognized share-based compensation expense associated with stock options, restricted stock units, performance stock units, our ESPP and liability-classified awards related to our 2024 short-term incentive plan, totaling approximately $51.0 million.
We define Adjusted EBITDA as net income (loss) before interest expense, net, provision for (benefit from) income taxes and depreciation and amortization, excluding the impact of share-based compensation expense as well as (gain) loss on sale-leaseback transactions, capital transaction costs, legal settlements, asset impairment, severance and other items that are not indicative of our ongoing operations.
Adjusted net income We define Adjusted net income as net income excluding the impact of share-based compensation expense as well as (gain) loss on sale-leaseback transactions, capital transaction costs, legal settlements, asset impairment, severance and other items that are not indicative of our ongoing operations, less the tax effect of these adjustments. 34 Table of Contents Adjusted EBITDA We define Adjusted EBITDA as net income before interest expense, net, provision for income taxes and depreciation and amortization, excluding the impact of share-based compensation expense as well as (gain) loss on sale-leaseback transactions, capital transaction costs, legal settlements, asset impairment, severance and other items that are not indicative of our ongoing operations.
The $262.0 million increase in net cash provided by operating activities for the year December 31, 2023 as compared to the year ended December 31, 2022 was primarily the result of increased business performance and profitability.
The $112.1 million increase in net cash provided by operating activities for the year December 31, 2024 as compared to the year ended December 31, 2023 was primarily the result of increased business performance and profitability.
Volatility in these markets, particularly in light of the higher interest rate environment, may increase costs associated with issuing debt instruments or affect our ability to access those markets, which could have an adverse impact on our ability to raise additional capital, to refinance existing debt and/or to react to changing economic and business conditions.
Volatility in these markets may increase costs associated with issuing debt instruments or affect our ability to access those markets, which could have an adverse impact on our ability to raise additional capital, to refinance existing debt and/or to react to changing economic and business conditions.
We have also implemented several strategic initiatives that are driving revenue, engagement and memberships as we continue to elevate and broaden our member experiences and allow our members to integrate health, fitness and wellness into their lives with greater ease and frequency.
We also continue to execute several strategic initiatives that are driving revenue, engagement, membership optimization and expansion as we elevate and broaden our member experiences and allow members to integrate health, fitness and wellness into their lives with greater ease and frequency.
Financing Activities The $399.9 million increase in net cash used in financing activities for the year ended December 31, 2024 as compared to the year ended December 31, 2023 was primarily driven by the purchase of U.S. government obligations in connection with the satisfaction and discharge of debt, the payoff of our former Term Loan Facility and Construction Loan, lower net borrowings under our Revolving Credit Facility and payments of our mortgage notes, partially offset by the proceeds from our new Term Loan Facility, 6.000% Senior Secured Notes and equity offering during the year ended December 31, 2024. 45 Table of Contents The $78.8 million increase in net cash provided by financing activities for the year ended December 31, 2023 as compared to the year ended December 31, 2022 was primarily driven by net incremental proceeds we received from borrowings under our former Term Loan Facility, Revolving Credit Facility and our construction loan and proceeds from stock option exercises during the year ended December 31, 2023.
The $399.9 million increase in net cash used in financing activities for the year ended December 31, 2024 as compared to the year ended December 31, 2023 was primarily driven by the purchase of U.S. government obligations in connection with the satisfaction and discharge of debt, the payoff of our former term loan facility and Construction Loan, lower net borrowings under our Revolving Credit Facility and payments of our mortgage notes, partially offset by the proceeds from our Term Loan Facility, 6.000% Senior Secured Notes and equity offering during the year ended December 31, 2024.
Overview Business and Strategy Life Time, the “Healthy Way of Life Company,” is a premier lifestyle and leisure brand offering premium health, fitness and wellness experiences to a community of more than 1.5 million individual members, who together comprise more than 866,000 memberships, as of December 31, 2024.
Overview Business and Strategy Life Time, the “Healthy Way of Life Company,” is a premier lifestyle and leisure brand offering premium health, fitness and wellness experiences to a community of nearly 1.6 million individual members, who together comprise nearly 873,000 memberships, as of December 31, 2025.
Our total Center revenue increased to $2,547 million for the year ended December 31, 2024 as compared to $2,154 million for the year ended December 31, 2023 and $1,770 million for the year ended December 31, 2022.
Our total Center revenue increased to $2,909 million for the year ended December 31, 2025 as compared to $2,547 million for the year ended December 31, 2024 and $2,154 million for the year ended December 31, 2023.
We are continuing to invest in our digital capabilities, including artificial intelligence, to strengthen our relationships with our members, reach more people looking for a Healthy Way of Life and more comprehensively address their health, fitness and wellness needs so that they can engage and connect with Life Time at any time or place.
We are continuing to invest in our digital capabilities, including artificial intelligence such as L•AI•C, our first generative, artificial intelligence driven healthy way of life personal companion with personalized content and recommendations , to strengthen our relationships with our members, reach more people looking for a Healthy Way of Life and more comprehensively address their health, fitness and wellness needs so that they can engage and connect with Life Time at any time or place.
Our omni-channel platform continues to grow as we expand our footprint with new centers and nearby work and living spaces, as well as strengthen our digital capabilities. Macroeconomy We continue to monitor the macroeconomic environment and its impact on our business, including with respect to inflation, interest rates and labor, as well as a potential economic recession .
Our omni-channel platform continues to grow as we expand our footprint with new centers and nearby work and living spaces, as well as strengthen our digital capabilities. 32 Table of Contents Macroeconomy and Policy Environment We continue to monitor the macroeconomic and policy environment and its impact on our business, including with respect to tariffs, inflation, interest rates, taxes and labor, as well as a potential economic recession or low growth and general economic and political conditions.
The effective tax rate was 25.2% and 19.8% for those same periods, respectively.
The effective tax rate was 24.3% and 25.2% for those same periods, respectively.
General, administrative and marketing expenses General, administrative and marketing expenses include: • Costs relating to our centralized support functions, such as accounting, information systems, procurement, real estate and development and member relations, as well as share-based compensation expense; • Marketing expenses, which primarily consist of marketing department costs and media and advertising costs to support and grow Center membership levels, in-center businesses, new center openings and our businesses outside of our centers; and • Indirect support costs related to the operation of our centers, including payroll-related expenses associated with our regional center management structure and in-center business support.
Non-cash rent expense for our properties under development represents non-cash expense associated with properties that are still under development at the end of each period presented. 33 Table of Contents General, administrative and marketing expenses General, administrative and marketing expenses include: • Costs relating to our centralized support functions, such as accounting, information systems, procurement, real estate and development and member relations, as well as share-based compensation expense; • Marketing expenses, which primarily consist of marketing department costs and media and advertising costs to support and grow Center membership levels, in-center businesses, new center openings and our businesses outside of our centers; and • Indirect support costs related to the operation of our centers, including payroll-related expenses associated with our regional center management structure and in-center business support.
As of December 31, 2024, there were $10.0 million of outstanding borrowings under our Revolving Credit Facility and there were $31.2 million of outstanding letters of credit, resulting in total availability under our Revolving Credit Facility of $608.8 million.
As of December 31, 2025, there were no outstanding borrowings under our Revolving Credit Facility and there were $31.8 million of outstanding letters of credit, resulting in total availability under our Revolving Credit Facility of $618.2 million.
Year Ended December 31, 2024 2023 2022 ($ in thousands, except for Average Center revenue per center membership data) Membership Data Center memberships 812,062 763,216 725,206 Digital On-hold memberships 54,023 51,720 51,470 Total memberships 866,085 814,936 776,676 Revenue Data Membership dues and enrollment fees 72.8% 72.3% 70.7% In-center revenue 27.2% 27.7% 29.3% Total Center revenue 100.0% 100.0% 100.0% Membership dues and enrollment fees $ 1,853,963 $ 1,557,289 $ 1,251,693 In-center revenue 692,688 597,040 517,827 Total Center revenue $ 2,546,651 $ 2,154,329 $ 1,769,520 Average Center revenue per center membership (1) $ 3,160 $ 2,810 $ 2,528 Comparable center revenue (2) 12.2% 15.3% 33.0% Center Data Net new center openings (3) 8 10 10 Total centers (end of period) (3) 179 171 161 Total center square footage (end of period) (4) 17,600,000 16,800,000 16,000,000 GAAP and Non-GAAP Financial Measures Net income (loss) $ 156,240 $ 76,063 $ (1,793) Net income (loss) margin (5) 6.0 % 3.4 % (0.1) % Adjusted net income (loss) (6) $ 200,451 $ 129,704 $ (41,569) Adjusted net income (loss) margin (6) 7.6 % 5.9 % (2.3) % Adjusted EBITDA (7) $ 676,780 $ 536,831 $ 281,724 Adjusted EBITDA margin (7) 25.8 % 24.2 % 15.5 % Center operations expense $ 1,392,421 $ 1,184,370 $ 1,068,208 Pre-opening expenses (8) $ 6,003 $ 7,280 $ 12,399 Rent $ 304,945 $ 275,122 $ 245,226 Non-cash rent expense (open properties) (9) $ 31,034 $ 33,626 $ 27,737 Non-cash rent expense (properties under development) (9) $ 2,705 $ 3,918 $ 10,797 Net cash provided by operating activities $ 575,117 $ 463,004 $ 200,969 Free cash flow (10) $ 273,580 $ (108,989) $ (38,359) (1) We define Average Center revenue per center membership as Center revenue less Digital On-hold revenue, divided by the average number of Center memberships for the period, where the average number of Center memberships for the period is an average derived from dividing the sum of the total Center memberships outstanding at the beginning of the period and at the end of each month during the period by one plus the number of months in each period. 36 Table of Contents (2) We measure the results of our centers based on how long each center has been open as of the most recent measurement period.
Year Ended December 31, 2025 2024 2023 ($ in thousands, except for Average Center revenue per center membership data) Membership Data Center memberships 822,380 812,062 763,216 On-hold memberships 50,556 54,023 51,720 Total memberships 872,936 866,085 814,936 Revenue Data Membership dues and enrollment fees 72.6% 72.8% 72.3% In-center revenue 27.4% 27.2% 27.7% Total Center revenue 100.0% 100.0% 100.0% Membership dues and enrollment fees $ 2,111,370 $ 1,853,963 $ 1,557,289 In-center revenue 797,337 692,688 597,040 Total Center revenue $ 2,908,707 $ 2,546,651 $ 2,154,329 Average Center revenue per center membership (1) $ 3,531 $ 3,160 $ 2,810 Comparable center revenue (2) 11.1% 12.2% 15.3% Center Data Net new center openings (3) 10 8 10 Total centers (end of period) (3) 189 179 171 Total center square footage (end of period) (4) 18,300,000 17,600,000 16,800,000 GAAP and Non-GAAP Financial Measures Net income $ 373,671 $ 156,240 $ 76,063 Net income margin (5) 12.5% 6.0% 3.4% Adjusted net income (6) $ 325,522 $ 200,451 $ 129,704 Adjusted net income margin (6) 10.9% 7.6% 5.9% Adjusted EBITDA (7) $ 825,175 $ 676,780 $ 536,831 Adjusted EBITDA margin (7) 27.5% 25.8% 24.2% Center operations expense $ 1,568,611 $ 1,392,421 $ 1,184,370 Pre-opening expenses (8) $ 5,030 $ 6,003 $ 7,280 Rent $ 339,170 $ 304,945 $ 275,122 Non-cash rent expense (open properties) (9) $ 26,525 $ 31,034 $ 33,626 Non-cash rent expense (properties under development) (9) $ 5,972 $ 2,705 $ 3,918 Net cash provided by operating activities $ 870,525 $ 575,117 $ 463,004 Free cash flow (10) $ 206,466 $ 273,580 $ (108,989) (1) We define Average Center revenue per center membership as Center revenue less On-hold revenue, divided by the average number of Center memberships for the period, where the average number of Center memberships for the period is an average derived from dividing the sum of the total Center memberships outstanding at the beginning of the period and at the end of each month during the period by one plus the number of months in each period. 36 Table of Contents (2) We measure the results of our centers based on how long each center has been open as of the most recent measurement period.
The following table sets forth our consolidated statements of cash flows data (amounts in thousands): Year Ended December 31, 2024 2023 2022 Net cash provided by operating activities $ 575,117 $ 463,004 $ 200,969 Net cash used in investing activities (292,744) (574,160) (243,542) Net cash (used in) provided by financing activities (284,385) 115,552 36,798 Effect of exchange rate on cash and cash equivalents and restricted cash and cash equivalents (76) 61 (353) (Decrease) increase in cash and cash equivalents and restricted cash and cash equivalents $ (2,088) $ 4,457 $ (6,128) 44 Table of Contents Operating Activities The $112.1 million increase in net cash provided by operating activities for the year December 31, 2024 as compared to the year ended December 31, 2023 was primarily the result of increased business performance and profitability.
The following table sets forth our consolidated statements of cash flows data (amounts in thousands): Year Ended December 31, 2025 2024 2023 Net cash provided by operating activities $ 870,525 $ 575,117 $ 463,004 Net cash used in investing activities (685,735) (292,744) (574,160) Net cash provided by (used in) financing activities 19,388 (284,385) 115,552 Effect of exchange rate on cash and cash equivalents and restricted cash and cash equivalents 113 (76) 61 Increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents $ 204,291 $ (2,088) $ 4,457 Operating Activities The $295.4 million increase in net cash provided by operating activities for the year December 31, 2025 as compared to the year ended December 31, 2024 was primarily the result of increased business performance and profitability.
We use Adjusted net income (loss) and Adjusted EBITDA to supplement GAAP measures of performance in evaluating the effectiveness of our business strategies and to establish annual budgets and forecasts.
We use Adjusted net income and Adjusted EBITDA to supplement GAAP measures of performance in evaluating the effectiveness of our business strategies and to establish annual budgets and forecasts. We also use Adjusted EBITDA or variations thereof to establish incentive compensation for management.
We expect to pay approximately $102.8 million of interest in the next 12 months and approximately $588.4 million of interest beyond 12 months.
We expect to pay approximately $85.6 million of interest in the next 12 months and approximately $402.8 million of interest beyond 12 months.
(f) Includes (i) a $13.8 million write-off of the unamortized debt discounts and issuance costs associated with the extinguishment of our former Term Loan Facility and Construction Loan and the loss on the satisfaction and discharge of our 5.750% Senior Secured Notes and 8.000% Senior Unsecured Notes for the year ended December 31, 2024, (ii) (gain) loss on sales of land of $(5.0) million and $0.4 million for the years ended December 31, 2024 and 2023, respectively, (iii) incremental net expenses we recognized related to the COVID-19 pandemic of $0.6 million, $0.5 million and $3.1 million for the years ended December 31, 2024, 2023 and 2022, respectively, (iv) gain on sales of the Company’s triathlons and certain other assets of $(4.9) million and $(1.9) million for the years ended December 31, 2023 and 2022, respectively, (v) large corporate restructuring charges and executive level involuntary terminations of $0.5 million and $1.2 million for the years ended December 31, 2023 and 2022, respectively, and (vi) other transactions which are unusual or non-recurring in nature of $(0.4) million for the year ended December 31, 2022.
(g) Includes (i) a $13.8 million write-off of the unamortized debt discounts and issuance costs associated with the extinguishment of our former term loan facility and Construction Loan and the loss on the satisfaction and discharge of our 5.750% Senior Secured Notes and 8.000% Senior Unsecured Notes for the year ended December 31, 2024, (ii) (gain) loss on sales of land of $(5.0) million and $0.4 million for the years ended December 31, 2024 and 2023, respectively, (iii) gain on sales of the Company’s triathlons and certain other assets of $(4.9) million for the year ended December 31, 2023, (iv) executive level severance of $0.5 million for the year ended December 31, 2023, and (v) other immaterial transactions that are unusual or non-recurring in nature of $(0.3) million for the year ended December 31, 2023.
Depreciation and amortization expenses . The $30.3 million increase in Depreciation and amortization expenses for the year ended December 31, 2024 as compared to the year ended December 31, 2023 was primarily due to new center openings. Other operating expense .
Depreciation and amortization expenses . The $21.7 million increase in Depreciation and amortization expenses for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was primarily due to new center openings and capitalized software development costs. Other operating expense .
Operating and Finance Leases Refer to Note 9, Leases, to our consolidated financial statements included in Part II, Item 8 of this Annual Report for further detail of our lease obligations and the timing of expected future payments.
Operating and Finance Leases Refer to Note 10, Leases, to our consolidated financial statements included in Part II, Item 8 of this Annual Report for further detail of our lease obligations and the timing of expected future payments. 45 Table of Contents Deferred Compensation Obligations Refer to Note 15, Executive Nonqualified Plan, to our consolidated financial statements included in Part II, Item 8 of this Annual Report for further detail of our deferred compensation plans.
We believe it will continue to grow as we open new centers in desirable locations across the country, new members join at higher membership dues rates, our new centers ramp to expected performance, we benefit from capital expenditures already invested in our centers under construction and we continue to execute on our strategic initiatives discussed below.
We believe it will continue to grow as we open new centers in desirable locations across the country, new members join at higher membership dues rates, our new centers ramp to expected performance and we continue to execute on our strategic initiatives discussed below. Our new centers on average have taken three to four years to ramp to expected performance.
The $15.9 million decrease in Other operating expense for the year ended December 31, 2024 as compared to the year ended December 31, 2023 was primarily due to the recognition of a $5.0 million gain on sales of outparcels of land, a $2.6 million gain on sale-leaseback transactions and the recognition of $11.0 millio n of impairment charges associated with property development cost write-offs during the year ended December 31, 2024 as compared to the recognition of a $5.6 million loss on the sale of an outparcel of land, of which $5.3 million was recognized as an impairment charge, a $13.6 million loss on sale-leaseback transactions, the recognition of $9.1 million of impairment charges associated with property development cost write-offs during the year ended December 31, 2023, partially offset by a $4.9 million gain on the sale of two triathlon events during the year ended December 31, 2023 and increased costs to support other revenue growth during the year ended December 31, 2024 .
The $5.2 million decrease in Other operating expense for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was primarily due to a $12.8 million net gain on sale-leaseback transactions during the year ended December 31, 2025 as compared to a $2.6 million net gain on sale-leaseback transactions during the year ended December 31, 2024 and $5.8 million of impairment charges related to non-club businesses during the year ended December 31, 2025 as compared to $11.0 millio n of impairment charges associated with property development cost write-offs during the year ended December 31, 2024, partially offset by the recognition of a $5.0 million gain on sales of outparcels of land during the year ended December 31, 2024 and increased costs to support other revenue growth during the year ended December 31, 2025 .
Center operations expenses . The $208.1 million increase in Center operations expenses for the year ended December 31, 2024 as compared to the year ended December 31, 2023 was primarily due to operating costs related to our new and ramping centers as well as costs to support growth in memberships and in-center business revenue. Rent expense .
The $176.2 million increase in Center operations expenses for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was primarily due to operating costs related to our new and ramping centers, additional center operating expenses related to increased club utilization in our mature centers, as well as costs to support in-center business revenue growth.
While determining fair value requires a variety of input assumptions and judgment, we believe our estimates of fair value are reasonable. 41 Table of Contents Results of Operations Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The following table sets forth our consolidated statements of operations data (amounts in thousands) and data as a percentage of total revenue for the periods indicated: Year Ended December 31, As a Percentage of Total Revenue 2024 2023 2024 2023 Revenue: Center revenue $ 2,546,651 $ 2,154,329 97.2 % 97.2 % Other revenue 74,344 62,264 2.8 % 2.8 % Total revenue 2,620,995 2,216,593 100.0 % 100.0 % Operating expenses: Center operations 1,392,421 1,184,370 53.1 % 53.4 % Rent 304,945 275,122 11.6 % 12.4 % General, administrative and marketing 221,047 201,131 8.4 % 9.1 % Depreciation and amortization 274,681 244,397 10.5 % 11.0 % Other operating expense 70,418 86,363 2.7 % 3.9 % Total operating expenses 2,263,512 1,991,383 86.3 % 89.8 % Income from operations 357,483 225,210 13.7 % 10.2 % Other (expense) income: Interest expense, net of interest income (148,095) (130,797) (5.7) % (5.9) % Equity in (loss) earnings of affiliates (620) 377 — % — % Total other expense (148,715) (130,420) (5.7) % (5.9) % Income before income taxes 208,768 94,790 8.0 % 4.3 % Provision for income taxes 52,528 18,727 2.0 % 0.9 % Net income $ 156,240 $ 76,063 6.0 % 3.4 % Total revenue .
While determining fair value requires a variety of input assumptions and judgment, we believe our estimates of fair value are reasonable. 41 Table of Contents Results of Operations Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 The following table sets forth our consolidated statements of operations data (amounts in thousands) and data as a percentage of total revenue for the periods indicated: Year Ended December 31, As a Percentage of Total Revenue 2025 2024 2025 2024 Revenue: Center revenue $ 2,908,707 $ 2,546,651 97.1 % 97.2 % Other revenue 86,548 74,344 2.9 % 2.8 % Total revenue 2,995,255 2,620,995 100.0 % 100.0 % Operating expenses: Center operations 1,568,611 1,392,421 52.4 % 53.1 % Rent 339,170 304,945 11.3 % 11.6 % General, administrative and marketing 244,611 221,047 8.2 % 8.4 % Depreciation and amortization 296,345 274,681 9.9 % 10.5 % Other operating expense 65,225 70,418 2.2 % 2.7 % Total operating expenses 2,513,962 2,263,512 84.0 % 86.3 % Income from operations 481,293 357,483 16.0 % 13.7 % Other income (expense): Interest expense, net of interest income (82,263) (148,095) (2.7) % (5.7) % Equity in earnings (loss) of affiliates 232 (620) — % — % Other income 94,241 — 3.1 % — % Total other income (expense) 12,210 (148,715) 0.4 % (5.7) % Income before income taxes 493,503 208,768 16.4 % 8.0 % Provision for income taxes 119,832 52,528 4.0 % 2.0 % Net income $ 373,671 $ 156,240 12.4 % 6.0 % Total revenue .
Provision for income taxes . The $33.8 million increase in provision for income taxes for the year ended December 31, 2024 as compared to the year ended December 31, 2023 was primarily driven by an increase in earnings before taxes, offset by a reduction in valuation allowance associated with certain of our deferred tax assets.
The $67.3 million increase in provision for income taxes for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was primarily driven by an increase in earnings before taxes and a change in the valuation allowance in the prior year associated with certain of our deferred tax assets, partially offset by the excess tax deduction associated with share-based compensation.
The $17.3 million increase in Interest expense, net of interest income for the year ended December 31, 2024 as compared to the year ended December 31, 2023 was driven by the write-off of unamortized debt discounts and issuance costs associated with the extinguishment of our former Term Loan Facility and Construction Loan and the loss on the satisfaction and discharge of our 5.750% Senior Secured Notes and 8.000% Senior Unsecured Notes during the year ended December 31, 2024.
The $65.8 million decrease in Interest expense, net of interest income for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was driven by lower average levels of outstanding borrowings and a lower interest rate largely as a result of interest rate swaps entered into in April 2025, increased capitalized interest, as well as the write-off of unamortized debt discounts and issuance costs associated with the extinguishment of our former term loan facility and Construction Loan and the loss on the satisfaction and discharge of our 5.750% Senior Secured Notes and 8.000% Senior Unsecured Notes during the year ended December 31, 2024.
The following table provides a reconciliation of net income (loss) and income (loss) per common share, the most directly comparable GAAP measures, to Adjusted net income (loss) and Adjusted net income (loss) per common share: Year Ended December 31, ($ in thousands) 2024 2023 2022 Net income (loss) $ 156,240 $ 76,063 $ (1,793) Share-based compensation expense (a) 51,034 50,144 37,291 (Gain) loss on sale-leaseback transactions (b) (2,618) 13,624 (97,632) Capital transaction costs (c) — — 255 Legal settlements (d) 1,250 — — Asset impairments (e) — 6,620 — Other (f) 9,409 (3,541) 2,008 Taxes (g) (14,864) (13,206) 18,302 Adjusted net income (loss) $ 200,451 $ 129,704 $ (41,569) Income (loss) per common share: Basic $ 0.77 $ 0.39 $ (0.01) Diluted $ 0.74 $ 0.37 $ (0.01) Adjusted income (loss) per common share: Basic $ 0.99 $ 0.66 $ (0.21) Diluted $ 0.95 $ 0.64 $ (0.21) Weighted-average common shares outstanding: Basic 201,640 195,671 193,570 Diluted 211,164 204,005 193,570 (a) Share-based compensation expense recognized during the year ended December 31, 2024 was associated with stock options, restricted stock units, performance stock units, our employee stock purchase plan (“ESPP”) that launched on December 1, 2022, and liability-classified awards related to our 2024 short-term incentive plan.
The following table provides a reconciliation of net income and income per common share, the most directly comparable GAAP measures, to Adjusted net income and Adjusted net income per common share: Year Ended December 31, ($ in thousands, except per share data) 2025 2024 2023 Net income $ 373,671 $ 156,240 $ 76,063 Share-based compensation expense (a) 51,750 51,034 50,144 (Gain) loss on sale-leaseback transactions (b) (12,785) (2,618) 13,624 Capital transaction costs (c) 1,531 — — Legal settlements (d) (38,629) 1,815 787 Asset impairments (e) 5,791 — 6,620 Employee retention credits (f) (54,572) — — Other (g) (22) 8,844 (4,328) Taxes (h) (1,213) (14,864) (13,206) Adjusted net income $ 325,522 $ 200,451 $ 129,704 Income per common share: Basic $ 1.71 $ 0.77 $ 0.39 Diluted $ 1.66 $ 0.74 $ 0.37 Adjusted income per common share: Basic $ 1.49 $ 0.99 $ 0.66 Diluted $ 1.44 $ 0.95 $ 0.64 Weighted-average common shares outstanding: Basic 218,031 201,640 195,671 Diluted 225,495 211,164 204,005 (a) Share-based compensation expense recognized during the year ended December 31, 2025 was associated with stock options, restricted stock units, performance stock units, our employee stock purchase plan (“ESPP”) and liability-classified awards related to our 2025 short-term incentive plan.
Center revenue Center revenue consists of membership dues, enrollment fees and revenue generated within a center, which we refer to as in-center revenue.
Components of Our Results of Operations Total revenue Total revenue consists of Center revenue and Other revenue (each defined below). Center revenue Center revenue consists of membership dues, enrollment fees and revenue generated within a center, which we refer to as in-center revenue.
We consider a history of consistent and significant operating losses, or the inability to recover net book value over the remaining useful life, to be our primary indicators of potential impairment.
A long-lived asset group may include property and equipment, finite-lived intangible assets and/or operating lease right-of-use assets. We consider a history of consistent and significant operating losses, or the inability to recover net book value over the remaining useful life, to be our primary indicators of potential impairment.
With respect to the $392.3 million increase in Center revenue for the year ended December 31, 2024 as compared to the year ended December 31, 2023: • 75.6% was from membership dues and enrollment fees, which increased $296.7 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
With respect to the $362.1 million increase in Center revenue for the year ended December 31, 2025 as compared to the year ended December 31, 2024: • 71.1% was from membership dues and enrollment fees, which increased $257.4 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
General, administrative and marketing expenses. The $19.9 million increase in General, administrative and marketing expenses for the year ended December 31, 2024 as compared to the year ended December 31, 2023 was primarily due to increased information technology costs, center support overhead to enhance and broaden our member services and experiences and share-based compensation and benefit-related expen s es .
The $23.6 million increase in General, administrative and marketing expenses for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was primarily due to increased incentive and benefit-related expen s es, center support overhead to enhance and broaden our member services and experiences, marketing, general corporate overhead, information technology costs and costs attributable to the secondary offering of our common stock completed in February and June 2025.
We recognized impairment charges of $11.0 million, $14.5 million and $2.1 million associated with long-lived assets during the years ended December 31, 2024, 2023 and 2022, respectively. 40 Table of Contents Sale-Leaseback Arrangements We assess each of our sale-leaseback arrangements to determine whether a sale has occurred under Accounting Standards Codification (“ASC”) Topic 606: Revenue from Contracts with Customers (“ASC 606”), as well as assess whether the classification of the lease and/or the payment terms associated with the renewal options preclude sale accounting under ASC 842, Leases (“ASC 842”).
Sale-Leaseback Arrangements We assess each of our sale-leaseback arrangements to determine whether a sale has occurred under Accounting Standards Codification (“ASC”) Topic 606: Revenue from Contracts with Customers (“ASC 606”), as well as assess whether the classification of the lease and/or the payment terms associated with the renewal options preclude sale accounting under ASC 842, Leases (“ASC 842”).
Total cash and cash equivalents at December 31, 2024 was $10.9 million, resulting in total cash and availability under our Revolving Credit Facility of $619.7 million.
Total cash and cash equivalents at December 31, 2025 was $204.8 million, resulting in total cash and availability under our Revolving Credit Facility of $823.0 million.
The effective tax rate applied to our pre-tax income for the year ended December 31, 2024 was higher than our statutory federal rate of 21% and reflects an increase due to deductibility limitations associated with executive compensation and state income tax provisions, partially offset by a reduction in valuation allowance associated with certain of our deferred tax assets.
The effective tax rate applied to our pre-tax income for the year ended December 31, 2025 was higher than our statutory federal rate of 21% primarily due to the state income tax provisions and deductibility limitations associated with executive compensation, partially offset by the excess tax deduction associated with share-based compensation. Net income .
The $404.4 million increase in Total revenue for the year ended December 31, 2024 as compared to the year ended December 31, 2023 was due to continued strong growth in membership dues and in-center revenue, including higher average dues as a result of pricing actions already completed and higher rack rates at newer centers, membership growth in our new and ramping centers and higher member utilization of our in-center offerings.
The $374.3 million increase in Total revenue for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was due to continued strong growth in membership dues and in-center revenue, including higher average dues, membership growth in our new and ramping centers and higher member utilization of our in-center offerings, particularly in Dynamic Personal Training.
As of December 31, 2024, we had 15 Life Time Work and four Life Time Living locations open and operating. Our Life Time Living offering is generating interest from new property developers and presenting opportunities for new center development and deal terms that were not previously available to us.
Our Life Time Living concept is generating interest from new property developers and presenting opportunities for new center development and deal terms that were not previously available to us.
We are expanding the number of our centers using an asset-light model that targets increasingly affluent markets with higher income members, higher average revenue per center membership and higher returns on invested capital. As we open these new centers in more affluent markets, our average revenue per center membership should naturally increase.
As of December 31, 2025, we had 29 centers open for less than three years and 17 new centers under construction. We are expanding the number of our centers using an asset-light model that targets affluent markets with higher income members, higher average revenue per center membership and higher returns on invested capital.
The following table provides a reconciliation of net income (loss), the most directly comparable GAAP measure, to Adjusted EBITDA: Year Ended December 31, ($ in thousands) 2024 2023 2022 Net income (loss) $ 156,240 $ 76,063 $ (1,793) Interest expense, net of interest income (f) 148,095 130,797 113,537 Provision for (benefit from) income taxes 52,528 18,727 (825) Depreciation and amortization 274,681 244,397 228,883 Share-based compensation expense (a) 51,034 50,144 37,291 (Gain) loss on sale-leaseback transactions (b) (2,618) 13,624 (97,632) Capital transaction costs (c) — — 255 Legal settlements (d) 1,250 — — Asset impairments (e) — 6,620 — Other (g) (4,430) (3,541) 2,008 Adjusted EBITDA $ 676,780 $ 536,831 $ 281,724 (a) – (e) See the corresponding footnotes to the table in footnote 6 immediately above.
Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by total revenue. 38 Table of Contents The following table provides a reconciliation of net income, the most directly comparable GAAP measure, to Adjusted EBITDA: Year Ended December 31, ($ in thousands) 2025 2024 2023 Net income $ 373,671 $ 156,240 $ 76,063 Interest expense, net of interest income (g) 82,263 148,095 130,797 Provision for income taxes 119,832 52,528 18,727 Depreciation and amortization 296,345 274,681 244,397 Share-based compensation expense (a) 51,750 51,034 50,144 (Gain) loss on sale-leaseback transactions (b) (12,785) (2,618) 13,624 Capital transaction costs (c) 1,531 — — Legal settlements (d) (38,629) 1,815 787 Asset impairments (e) 5,791 — 6,620 Employee retention credits (f) (54,572) — — Other (h) (22) (4,995) (4,328) Adjusted EBITDA $ 825,175 $ 676,780 $ 536,831 (a) – (f) See the corresponding footnotes to the table in footnote 6 immediately above.
We also use Adjusted EBITDA or variations thereof to establish incentive compensation for management. 34 Table of Contents Free Cash Flow We define free cash flow as net cash provided by operating activities less capital expenditures, net of construction reimbursements, plus net proceeds from sale-leaseback transactions and land sales.
Free Cash Flow We define free cash flow as net cash provided by operating activities less capital expenditures, net of construction reimbursements, plus net proceeds from sale-leaseback transactions and land sales.
(g) Represents the estimated tax effect of the total adjustments made to arrive at Adjusted net income (loss) using the effective income tax rates for the respective periods. (7) We present Adjusted EBITDA as a supplemental measure of our performance.
(h) Represents the estimated tax effect of the total adjustments made to arrive at Adjusted net income using the effective income tax rates for the respective periods.
These strategic initiatives include pickleball, Dynamic Personal Training, Dynamic Stretch, small group training such as Alpha, GTX and Ultra Fit, and our ARORA community focused on members aged 55 years and older, where we have experienced a significant increase in our unique participants or total sessions.
These strategic initiatives include pickleball, Dynamic Personal Training, Dynamic Stretch, small group training such as Alpha, GTX, Ultra Fit, MB360 and CTR, our ARORA community focused on members aged 55 years and older, and most recently LT Games, a unique hybrid-athletic competition.
This increase reflects the improvement in our Center memberships, which increased to 812,062 as of December 31, 2024 from 763,216 as of December 31, 2023, as well as higher average monthly dues per Center membership during the year ended December 31, 2024 as compared to the year ended December 31, 2023; and • 24.4% was from in-center revenue, which increased $95.6 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
This increase reflects the growth in our new and ramping centers, as well as higher average monthly dues per Center membership during the year ended December 31, 2025 as compared to the year ended December 31, 2024; and • 28.9% was from in-center revenue, which increased $104.7 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
(g) Includes (i) (gain) loss on sales of land of $(5.0) million and $0.4 million for the years ended December 31, 2024 and 2023, respectively, (ii) incremental net expenses we recognized related to the COVID-19 pandemic of $0.6 million, $0.5 million and $3.1 million for the years ended December 31, 2024, 2023 and 2022, respectively, (iii) 38 Table of Contents gain on sales of the Company’s triathlons and certain other assets of $(4.9) million and $(1.9) million for the years ended December 31, 2023 and 2022, respectively, (iv) large corporate restructuring charges and executive level involuntary terminations of $0.5 million and $1.2 million for the years ended December 31, 2023 and 2022, respectively, and (v) other transactions which are unusual or non-recurring in nature of $(0.4) million for the year ended December 31, 2022.
(h) Includes (i) (gain) loss on sales of land of $(5.0) million and $0.4 million for the years ended December 31, 2024 and 2023, respectively, (ii) gain on sales of the Company’s triathlons and certain other assets of $(4.9) million for the year ended December 31, 2023, (iii) executive level severance of $0.5 million for the year ended December 31, 2023, and (iv) other immaterial transactions that are unusual or non-recurring in nature of $(0.3) million for the year ended December 31, 2023.
For details on the gain and loss on sale-leaseback transactions that we recognized during the years ended December 31, 2024 , 2023 and 2022, see “Sale-Leaseback Transactions” within Note 9, Leases, to our consolidated financial statements in Part II, Item 8 of this Annual Report. 37 Table of Contents (c) Represents costs related to capital transactions, including debt and equity offerings that are non-recurring in nature, but excluding direct costs related to the IPO which were netted against the proceeds of the IPO.
For details on the (gain) loss on the sale-leaseback transactions that we recognized during the years ended December 31, 2025 , 2024 and 2023, see “Sale-Leaseback Transactions” within Note 10, Leases, to our consolidated financial statements in Part II, Item 8 of this Annual Report.
Liquidity and Capital Resources Liquidity Our principal liquidity needs include the acquisition and development of new centers, lease requirements and debt service, investments in our business and technology and expenditures necessary to maintain and update or enhance our centers and associated equipment and member experiences.
As a result of the factors described above, net income was $373.7 million for the year ended December 31, 2025 as compared to $156.2 million for the year ended December 31, 2024 . 43 Table of Contents Liquidity and Capital Resources Liquidity Our principal liquidity needs include the acquisition and development of new centers, lease requirements and debt service, investments in our business and technology and expenditures necessary to maintain and update or enhance our centers and associated equipment and member experiences.
For information regarding the debt refinancing transactions, see Note 8, Debt, to our consolidated financial statements in Part II, Item 8 of this Annual Report.
For more information on our share-based compensation arrangements, see Note 11, Stockholders’ Equity, to our consolidated financial statements included in Part II, Item 8 of this Annual Report.
Life Time Work members also have the ability to receive access to all of our resort-like athletic country club destinations across the United States and Canada. A dditionally, our Life Time Living locati ons, which are also an asset-light model, offer l uxury wellness-oriented residences, also in close proximity to our athletic country clubs.
A dditionally, our Life Time Living locati ons, which are also an asset-light model, offer l uxury wellness-oriented residences in close proximity to our athletic country clubs. As of December 31, 2025, we had 15 Life Time Work and four Life Time Living locations open and operating.
We believe we have significant opportunities to continue expanding our portfolio of premium centers in an asset-light manner and we are targeting 10 to 12 new locations on average per year. We believe these combined dynamics create a strong tailwind for the continued growth of our total Center revenue.
As we open these new centers in more affluent markets, our average revenue per center membership should naturally increase. We believe we have significant opportunities to continue expanding our portfolio of premium centers in an asset-light manner. We are now targeting 12 to 14 new locations on average per year starting in 2026.
(d) We adjust for the impact of unusual legal settlements. These costs are non-recurring in nature and do not reflect costs associated with our normal ongoing operations. (e) Represents non-cash asset impairments of our long-lived assets, excluding impairments on development costs that are part of our normal course of business.
(c) Represents one-time costs related to capital transactions, including debt and equity offerings that are non-recurring in nature. (d) We adjust for the impact of unusual legal settlements or judgments as these costs and proceeds are non-recurring in nature and do not reflect costs or proceeds associated with our normal ongoing operations.
Total visits to our clubs were over 114 million in 2024, 103 million in 2023 and 86 million in 2022, and average visits per membership to our centers remained strong at 143 in 2024.
Total visits to our clubs were over 122 million in 2025 as compared to over 114 million in 2024 and over 103 million in 2023, and average visits per membership to our centers remained strong at 149 in 2025. Our membership mix is notably shifting with couples and families comprising increasingly larger portions of total memberships.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+2 added−1 removed1 unchanged
Biggest changeAt December 31, 2024, there were $10.0 million of outstanding borrowings under the Revolving Credit Facility and $31.2 million of outstanding letters of credit, resulting in total revolver availability of $608.8 million, which was available following the amendment to our senior 46 Table of Contents secured credit agreement in September 2024 at intervals ranging from 30 to 180 days at interest rates of SOFR plus 2.50% or base rate plus 1.50% (subject to certain first lien leverage and ratings-based step-downs).
Biggest changeAt December 31, 2025, there were no outstanding borrowings under the Revolving Credit Facility and $31.8 million of outstanding letters of credit, resulting in total revolver availability of $618.2 million, which was available at intervals ranging from 30 to 180 days at interest rates of Term Secured Overnight Financing Rate (“SOFR”) plus 2.00% or base rate plus 1.00%.
Interest rate risk Our cash consists primarily of an interest-bearing account at a large United States bank with limited interest rate risk. At December 31, 2024, we held no investments in marketable securities. We incur interest at variable rates under both our Term Loan Facility and Revolving Credit Facility.
Interest rate risk Our cash consists primarily of an interest-bearing account at a large United States bank with limited interest rate risk. At December 31, 2025, we held no investments in marketable securities. We incur interest at variable rates under our Revolving Credit Facility.
Foreign currency exchange risk We operate primarily in the United States with three centers operating in Canada. Given our limited operations outside of the United States, fluctuations due to changes in foreign currency exchange rates would not have a material impact on our business. 47 Table of Contents
Given our limited operations outside of the United States, fluctuations due to changes in foreign currency exchange rates would not have a material impact on our business. 46 Table of Contents
Assuming no prepayments of the Term Loan Facility and that the Revolving Credit Facility is fully drawn, each one percentage point change in interest rates would result in an approximately $16.5 million change in annual interest expense on the indebtedness under the Credit Facilities.
Assuming the Revolving Credit Facility is fully drawn, each one percentage point change in interest rates would result in an approximately $6.5 million change in annual interest expense on the indebtedness under the Credit Facilities as of December 31, 2025. Foreign currency exchange risk We operate primarily in the United States with three centers operating in Canada.
Following the amendment to our senior secured credit agreement in November 2024, our Term Loan Facility bears interest at a rate per annum of SOFR plus an applicable margin of 2.50% (subject to a certain ratings-based step-down) and had an outstanding balance of $1,000.0 million at December 31, 2024.
Until April 8, 2025, our Term Loan Facility bore interest at a rate per annum of SOFR plus an applicable margin of 2.50%.
Removed
During the year ended December 31, 2024, we also amended the credit agreement governing the Revolving Credit Facility to replace the Canadian Dollar Offered Rate (CDOR), which ceased at the end of June 2024, with the Canadian Overnight Repo Rate Average (CORRA). We do not have any outstanding borrowings in Canadian dollars under the Revolving Credit Facility.
Added
Effective April 8, 2025, we entered into interest rate swap agreements 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 that is now 2.00% (after the ratings-based step down of 0.25% effective June 19, 2025 and the reduction in the interest rate margin by an additional 0.25% with the amendment to our Term Loan Facility effective August 18, 2025).
Added
Our Term Loan Facility had an outstanding balance of $992.5 million at December 31, 2025. See Note 8, Derivative Instruments and Hedging Activities, to our consolidated financial statements included in Part II, Item 8 of this Annual Report for more information on our interest rate swaps.

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