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•upholding a culture of care that ensures our team and members are welcomed, supported, recognized and empowered;

•making Life Time a place for everyone with inclusion, diversity and respect as core principles;

•operating in ways that protect the health of our communities and planet; and

•ensuring Life Time continues to be one of the most trusted and loved leisure brands.

www.virtualshareholdermeeting.com/LTH2024, where you will be able to attend, vote and submit questions via the internet similar to attendance at an in-person meeting. If you plan to participate in the virtual Annual Meeting, please see the Questions and Answers section below for further information.

Please vote your shares by following the instructions for voting on the Important Notice Regarding the Internet Availability of Proxy Materials. You may submit your vote by telephone or via the internet, or if you received printed copies of the proxy materials, you may submit your vote by signing, dating and returning your proxy card by mail.

please visit www.virtualshareholdermeeting.com/LTH2024 for more details

This Proxy Statement and our 2023 Annual Report on Form 10-K are available at: www.proxyvote.com.

The 2024 annual meeting of stockholders (the “Annual Meeting”) will be held on Friday, April 26, 2024 at 9:30 a.m. (Central Time). The Annual Meeting will be conducted as a virtual meeting via the internet. Stockholders as of our Record Date may attend, vote and submit questions electronically during the Annual Meeting via live webcast by visiting the virtual meeting platform at www.virtualshareholdermeeting.com/LTH2024. Stockholders will need the 16-digit control number included in the Notice, on the proxy card or in the instructions that accompanied the proxy materials to enter the Annual Meeting. Stockholders may log into the virtual meeting platform beginning at 9:15 a.m. (Central Time) on April 26, 2024. The Annual Meeting will begin promptly at 9:30 a.m. (Central Time) on April 26, 2024. If we determine to make any change to the date, time or procedures of the Annual Meeting, we will announce such changes in advance on our website at https://ir.lifetime.life and file such changes with the SEC as additional proxy materials.

Only stockholders of record at the close of business on the Record Date of February 28, 2024 will be entitled to vote at the Annual Meeting. On the Record Date, there were 196,705,443 shares of common stock outstanding and entitled to vote.

If, on February 28, 2024, your shares were registered directly in your name with Life Time’s transfer agent, Equiniti Trust Company, LLC (formerly named American Stock Transfer & Trust Company, LLC), then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy over the telephone or on the internet as instructed below (see “How do I vote?” below) or, if applicable, complete, date, sign and return the proxy card mailed to you to ensure your vote is counted.

•Proposal 1: Election of four Class III directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified.

•Proposal 2: Approval, in a non-binding advisory vote, of the Company’s named executive officer compensation (referred to as the “Say-on-Pay Vote”).

•Proposal 3: Ratification of the selection of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

See “How many votes are needed to approve each proposal and how does the Board recommend I vote?” below for information on how many votes are required to approve each matter, the voting options for each matter, the impact of various voting options on the outcome of the vote and the Board’s recommendation on how stockholders should vote on each matter.

The procedures for voting depend on whether you are a stockholder of record or a beneficial owner (see “Who can vote at the Annual Meeting” above):

If you are a stockholder of record, you may vote by proxy through the internet, vote by proxy over the telephone, vote by proxy using a proxy card provided by us or vote at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote even if you have already voted by proxy. Voting at the Annual Meeting will have the effect of revoking your previously submitted proxy (see “Can I change my vote after submitting my proxy?” below).

A quorum of stockholders is necessary to hold a valid stockholder meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present or represented by proxy at the Annual Meeting. On the Record Date, there were 196,705,443 shares outstanding and entitled to vote. Thus, the holders of at least 98,352,722 shares must be present or represented by proxy at the Annual Meeting to have a quorum.

•You may timely submit another properly completed proxy card with a later date.

•You may grant a subsequent timely proxy by telephone or through the internet.

•You may send a timely written notice that you are revoking your proxy to Life Time’s Secretary at 2902 Corporate Place, Chanhassen, Minnesota 55317; provided, however, if you intend to revoke your proxy by providing such written notice, we advise that you also send a copy via email to investorrelations@lifetime.life.

•You may attend and vote at the Annual Meeting. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

A complete list of stockholders of record on the Record Date will be available by request to investorrelations@lifetime.life for examination at our corporate offices by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting. To access the list during the Annual Meeting, please follow instructions you receive via email.

If you have any questions or need assistance in voting your shares, please write to Life Time’s Investor Relations at investorrelations@lifetime.life.

The Board of Directors is presently divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to the directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. Class I directors, with a term expiring at the 2025 annual meeting of stockholders, consist of Bahram Akradi, David Landau, Alejandro Santo Domingo and Andres Small; Class II directors, with a term expiring at the 2026 annual meeting of stockholders, consist of Joel Alsfine, Jonathan Coslet, J. Kristofer Galashan and Stuart Lasher; and Class III directors, with a term expiring at the Annual Meeting, consist of Jimena Almendares, Donna Coallier, John Danhakl and Paul Hackwell.

•the Class I directors are Bahram Akradi, David Landau, Alejandro Santo Domingo and Andres Small, whose terms expire at the 2025 annual meeting of stockholders;

•the Class II directors are Joel Alsfine, Jonathan Coslet, J. Kristofer Galashan and Stuart Lasher, whose terms expire at the 2026 annual meeting of stockholders; and

•the Class III directors are Jimena Almendares, Donna Coallier, John Danhakl and Paul Hackwell, whose terms expire at the Annual Meeting.

As of October 6, 2021, the Company entered into the Third Amended and Restated Stockholders Agreement (the “Stockholders Agreement”) with, among others, certain affiliates of Leonard Green & Partners, L.P. and its affiliates (“LGP”), TPG Inc. and its affiliates (“TPG”), LNK Partners and its affiliates (“LNK”), LifeCo LLC and its affiliates (“LifeCo”), Partners Group (USA) Inc. and its affiliates (“PG”), JSS LTF Holdings Limited together with any transferee controlled directly or indirectly by Mr. Joseph Yacoub Safra’s family or the J. Safra Group (“J. Safra”), SLT Investors, LLC and its affiliates and Mr. Akradi (collectively, the “Principal Stockholders”).

The Stockholders Agreement provides rights for certain of the Principal Stockholders to nominate directors to the Board of Directors or to designate an individual with board observer rights, subject to certain stock ownership thresholds set forth below. The Stockholders Agreement also provides that directors nominated by the Principal Stockholders may only be removed at the request of the applicable Principal Stockholder that nominated such director in accordance with our Bylaws. In all other cases and at any other time, directors may only be removed for cause by the affirmative vote of the holders of at least a majority of our common stock. Pursuant to the Stockholders Agreement, we are required to appoint to the Board of Directors individuals designated by, and voted for, the Principal Stockholders, which currently include:

•Mr. Akradi, our Founder, Chairman and Chief Executive Officer;

•three individuals nominated by TPG – currently Mr. Coslet, Mr. Hackwell and one vacancy;

•three individuals nominated by LGP – currently Mr. Danhakl, Mr. Galashan and one vacancy;

•one individual nominated by LNK – currently Mr. Landau;

•one individual nominated by LifeCo – currently Mr. Santo Domingo;

•one individual nominated by PG – currently Mr. Small; and

•one individual nominated by Mr. Akradi – currently Mr. Lasher.

•so long as TPG (i) has not sold shares of our common stock, through one or more transactions, resulting in TPG receiving aggregate gross proceeds in an amount equal to at least its initial investment in the Company (the “TPG Initial Investment Sell-Down”), then TPG will be entitled to nominate three directors; (ii) has effected the TPG Initial Investment Sell-Down, and owns shares of our common stock greater than or equal to 15% of the then outstanding shares of our common stock, then TPG will be entitled to nominate two directors; (iii) owns less than 15%, but greater than or equal to 10% of the then outstanding shares of our common stock, then TPG will be entitled to nominate one director; and (iv) owns less than 10% of the then outstanding shares of our common stock, then TPG will not be entitled to nominate a director;

•so long as LGP (i) has not sold shares of our common stock, through one or more transactions, resulting in LGP receiving aggregate gross proceeds in an amount equal to at least its initial investment in the Company (the “LGP Initial Investment Sell-Down”), then LGP will be entitled to nominate three directors; (ii) has effected the LGP Initial Investment Sell-Down, and owns shares of our common stock greater than or equal to 15% of the then outstanding shares of our common stock, then LGP will be entitled to nominate two directors; (iii) owns less than 15%, but greater than or equal to 10% of the then outstanding shares of our common stock, then LGP will be entitled to nominate one director; and (iv) owns less than 10% of the then outstanding shares of our common stock, then LGP will not be entitled to nominate a director;

•so long as LNK, LifeCo or PG, as applicable, (i) has not sold shares of our common stock, through one or more transactions, resulting in LNK, LifeCo or PG, as applicable, receiving aggregate gross proceeds in an amount equal to at least its initial investment in the Company (the “Other Stockholder Initial Investment Sell-Down”), then LNK, LifeCo and PG, as applicable, will each be entitled to nominate one director; and (ii) has effected the Other Stockholder Initial Investment Sell-Down, then LNK, LifeCo and PG, as applicable, will not be entitled to nominate a director;

•so long as Mr. Akradi serves as Chief Executive Officer of the Company, then Mr. Akradi will be entitled to nominate himself and one additional director; and if he ceases to serve as Chief Executive Officer, then Mr. Akradi will not be entitled to nominate any director (including himself); and

•so long as J. Safra (i) has not sold shares of our common stock, through one or more transactions, resulting in J. Safra receiving aggregate gross proceeds in an amount equal to at least its initial investment in the Company (the “J. Safra Initial Investment Sell-Down”), then J. Safra shall be entitled to designate one observer at meetings of the Board and to receive (at the same time as the directors of the Company) all materials sent to the directors on the Board of Directors; and (ii) has effected the J. Safra Initial Investment Sell-Down, then J. Safra shall not be entitled to designate any observer to any meetings of the Board, nor shall it have the right to receive any materials sent to the directors on the Board.

The Board of Directors affirmatively determined that each of our directors other than Mr. Akradi, Mr. Landau and Mr. Lasher qualifies as “independent” in accordance with the NYSE rules. In making its independence determinations, the Board of Directors considered and reviewed all information known to it (including information identified through directors’ questionnaires) including the following relationships that the Board of Directors concluded did not impact the applicable director’s independence:

•In June 2020, Life Time borrowed $101.5 million from an investor group that was comprised solely of certain of the Principal Stockholders and MSD or their affiliates. This loan converted to preferred stock in the Company in January 2021, which then converted to common stock in the Company as part of its initial public offering (“IPO”) in October 2021. For each of Messrs. Coslet, Danhakl, Galashan, Hackwell and Small, the amount loaned by their respective employers (or affiliates of their employers) was less than 2% of each such entity’s consolidated gross revenues. Mr. Santo Domingo was not an employee of any LifeCo entity (or its affiliate) that made a portion of the loan, and Mr. Alsfine is no longer an employee of any MSD entity (or its affiliate) that made a portion of the loan.

•Life Time purchases products or services from certain portfolio companies of LGP and TPG in the ordinary course of business. In each case, these purchases were less than 2% of each of such entity’s consolidated gross revenues and none of Messrs. Coslet, Danhakl, Galashan or Hackwell owns 10% or more of their employer or any of their portfolio companies. For more information on these purchases, see “Certain Relationships and Related Person Transactions—Related Person Transactions—Other.”

The Principal Stockholders collectively continue to beneficially own more than 50% of our common stock and voting power. As a result, the Company is a “controlled company” within the meaning of the NYSE corporate governance standards. As a “controlled company” we may elect not to comply with certain NYSE corporate governance requirements, including:

•that a majority of the Board of Directors consist of independent directors;

•that the Board of Directors have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

•that the Board of Directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•that we have an annual performance evaluation of the nominating and corporate governance committee and compensation committee.

https://ir.lifetime.life, by clicking on “Governance” at the top of our website. Copies of our corporate governance guidelines, our code of business conduct and ethics and the charters for each of the Board’s Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Capital Allocation Committee can be found on this website under “Governance Documents.”

Cash Compensation. The following table is a summary of the annual cash retainers paid under the Director Compensation Program, which are paid quarterly in arrears.

Equity Compensation. Our non-employee directors who receive compensation under our Director Compensation Program are also eligible to receive an annual grant of restricted stock units. Any such non-employee director who is serving on the Board of Directors as of the date of the annual meeting of the Company’s stockholders each calendar year and who will continue to serve as a non-employee director immediately following such annual meeting are granted, on such annual meeting date, restricted stock units with a grant date value of approximately $155,000. Additionally, except as otherwise determined by the Board, any such non-employee director who is initially elected or appointed to the Board on any date other than the date of an annual meeting of the Company’s stockholders shall be granted on the date of such initial election or appointment an award of restricted stock units that has an aggregate fair value of $155,000 prorated for the number of days since the last annual meeting of the Company’s stockholders. These awards shall vest in full on the earlier of (i) the day immediately prior to the date of our annual stockholders meeting following the date of grant and (ii) the first anniversary of the grant date, subject to the non-employee director continuing in service through such date. Each such award will accelerate and vest in full upon a change in control of the Company (as defined in our 2021 Incentive Award Plan).

(1)    Amounts reflect the grant date fair value of 7,986 restricted stock units granted on April 26, 2023, computed in accordance with the provisions of FASB ASC Topic 718 (which attributed a value of $19.41 per share). Assumptions used in the calculation of these amounts are included in the notes to our financial statements included in our annual report on Form 10-K for the year ended December 31, 2023. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The total number of outstanding restricted stock units held by each of Ms. Almendares and Ms. Coallier was 7,986 as of December 31, 2023.

Support a Culture of Inclusion – Create safe and respectful spaces so everyone is encouraged to participate and where all team members feel valued at work, leading not only to a stronger connection to our corporate mission and purpose, but also to better performance, longer tenure and health.

Mentor and Coach – Provide Company-wide education learning and development opportunities, thereby further strengthening team member engagement.

Expand the Life Time Community – Build strategic relationships that create impact across social and economic barriers and promote a healthy way of life in our communities.

Close the Gap – Assess and revisit our recruiting and casting practices to develop a workforce that more fully reflects the gender, racial, ethnic and other diversity characteristics of the communities we serve.

Additional information about our ESG initiatives is available on our website at https://news.lifetime.life/inclusion and

https://lifetime.life/esg.html, although this information is not incorporated by reference in this Proxy Statement.

•each person whom we know to own beneficially more than 5% of our common stock;

•each of our directors, nominees and Named Executive Officers individually; and

•all of our current directors and executive officers as a group.

The number of shares and percentages of beneficial ownership set forth below are based on 196,705,443 shares of common stock outstanding as of February 28, 2024.

(1)    TPG VII Magni SPV, L.P., a Delaware limited partnership, directly holds 37,639,159 shares of our common stock, TPG VII Magni Co-Invest, L.P., a Delaware limited partnership, directly holds 5,169,207 shares of our common stock and TPG Lonestar I, L.P., a Delaware limited partnership (together with TPG VII Magni SPV, L.P. and TPG VII Magni Co-Invest, L.P., the “TPG Funds”), directly holds 261,364 shares of our common stock. The general partner of TPG VII Magni SPV, L.P. is TPG VII Magni GenPar, L.P., a Delaware limited partnership, whose general partner is TPG VII Magni GenPar Advisors, LLC, a Delaware limited liability company, whose sole member is TPG Operating Group III, L.P., a Delaware limited partnership, whose general partner is TPG Holdings III-A, L.P., a Cayman Islands limited partnership, whose general partner is TPG Holdings III-A, LLC, a Cayman Islands limited liability company, whose sole member is TPG Operating Group II, L.P., a Delaware limited partnership, whose sole member is TPG Holdings II-A, LLC, a Delaware limited liability company, whose sole member is TPG GPCo, LLC, a Delaware limited liability company, whose sole member is TPG Inc., a Delaware corporation, whose shares of Class B common stock (which represent a majority of the combined voting power of the common stock) are held by TPG Group Holdings (SBS), L.P., a Delaware limited partnership, whose general partner is TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, whose managing member is TPG GP A, LLC, a Delaware limited liability company, which is owned by entities owned by David Bonderman, James G. Coulter and Jon Winkelried. The general partner of TPG Lonestar I, L.P. is TPG Lonestar GenPar I, L.P., a Delaware limited partnership, whose general partner is TPG Lonestar GenPar I Advisors, LLC, a Delaware limited liability company, whose sole member is TPG Operating Group III, L.P. The general partner of TPG VII Magni Co-Invest, L.P. is TPG VII SPV GP, LLC, a Delaware limited liability company, whose sole member is TPG GenPar VII, L.P., a Delaware limited partnership, whose general partner is TPG GenPar VII Advisors, LLC, a Delaware limited liability company, whose sole member is TPG Operating Group I, L.P., a Delaware limited partnership, whose general partner is TPG Holdings I-A, LLC, a Delaware limited liability company, whose sole member is TPG Operating Group II, L.P. Because of the relationship of Messrs. Bonderman, Coulter and Winkelried to TPG GP A, LLC, each of Messrs. Bonderman, Coulter and Winkelried may be deemed to beneficially own the securities held by the TPG Funds. Messrs. Bonderman, Coulter and Winkelried disclaim beneficial ownership of the securities held by the TPG Funds except to the extent of their pecuniary interest therein, if any. The address of TPG GP A, LLC and each of Messrs. Bonderman, Coulter and Winkelried is c/o TPG Inc., 301 Commerce Street, Suite 3300, Fort Worth, TX 76102.

MSD Capital, L.P., a Delaware limited partnership (“MSD Capital”), is the investment manager of MSD Life Time Investments and may be deemed to beneficially own securities owned by MSD Life Time Investments. MSD Capital Management LLC, a Delaware limited liability company (“MSD Capital Management”) is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. Each of Gregg R. Lemkau and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Each of Messrs. Dell, Lemkau, and Lisker disclaims beneficial ownership of such securities.

MSD Partners, L.P. (“MSD Partners”) is the investment manager of MSD EIV Private Life Time and may be deemed to beneficially own securities owned by MSD EIV Private Life Time. MSD Partners (GP), LLC (“MSD GP”), a Delaware limited liability company, is the general partner of MSD Partners, and may be deemed to beneficially own securities beneficially owned by MSD Partners. Gregg R. Lemkau maintains investment discretion over this investment and therefore may be deemed to beneficially own securities beneficially owned by MSD GP.

Bahram Akradi founded the Company in 1992 and has been a director since our inception. Mr. Akradi was elected Chief Executive Officer and Chairman of the Board of Directors in May 1996. Mr. Akradi has over 30 years of experience in healthy way of life initiatives. From 1984 to 1989, he led U.S. Swim & Fitness Corporation as its Co-Founder and Executive Vice President. Mr. Akradi was a founder of the Health and Fitness Industry Leadership Council. Mr. Akradi serves as Chairman of the board of directors of Northern Oil & Gas Inc. (NYSE: NOG).

Eric Buss joined the Company in September 1999 as Vice President of Finance and General Counsel. Mr. Buss was elected Secretary in September 2001 and was named Senior Vice President of Corporate Development in December 2001 and Executive Vice President in August 2005. In December 2010, Mr. Buss transitioned from General Counsel and Secretary to become responsible for the Company’s media division in addition to Executive Vice President. In August 2013, Mr. Buss transitioned to support the finance function. Mr. Buss was appointed Executive Vice President and Chief Financial Officer in July 2014. In March 2016, Mr. Buss transitioned to his current role of Executive Vice President and Chief Administrative Officer where he oversees the Company’s legal, risk, human resources, corporate development and communications groups. Prior to joining the Company, Mr. Buss was an associate with the law firm of Faegre & Benson LLP (now Faegre Drinker Biddle & Reath LLP) from 1996 to August 1999.

Parham Javaheri joined the Company in December 2004 and serves as Executive Vice President, President Club Operations and Chief Property Development Officer. Mr. Javaheri has led the Company’s real estate and development division since 2014. In 2015, he was named Vice President of Real Estate and Development, in 2017 he was named Senior Vice President of Real Estate and Development and in 2018 he was named Executive Vice President. He assumed his current role in December 2023. Mr. Javaheri has over 20 years of experience in real estate, development and construction. Prior to joining the Company in 2004, Mr. Javaheri was Project Manager of Alliant Engineering, Inc.

RJ Singh joined the Company in April 2017 and serves as the Executive Vice President and Chief Digital Officer. Prior to joining the Company, he served as Vice President of Information Technology at Lifetouch from October 2013 to March 2017, where he oversaw the corporate technology function, including IT Shared Services, Infrastructure and Operations, Corporate Application Development and IT Security. From 2007 to 2013, Mr. Singh served as Vice President, IT Strategy and Planning and Chief Architect, Director of Enterprise Architecture at Blue Cross and Blue Shield of Minnesota. Prior to that, Mr. Singh held various senior manager, engineer and analyst positions at United Health Group, Allianz Life, Ishan Incorporated, Signature Software, Norwest Mortgage and Minnesota Mutual.

Erik Weaver joined the Company in 2004 and has served as the Company’s interim Chief Financial Officer since January 1, 2024, and as its Senior Vice President and Controller, as well as its principal accounting officer, since April 2022. Mr. Weaver served as the Company’s Vice President and Controller from 2018 until April 2022 and as the Company’s Assistant Controller from 2016 to 2018.

Coming out of the COVID-19 pandemic, we believe that we have built an even healthier and stronger business. Our initial focus on the recovery of our clubs and delivering premium member experiences produced strong results in member engagement and increasing memberships, visits and center revenue. We then focused on expanding margins by optimizing our revenue per membership and significantly improving the efficiency of our club operations and corporate office. We also continued executing our asset-light growth strategy both within our existing clubs and by expanding the number of our locations using an asset-light model. The execution of our strategy in 2023 generated increased member engagement and our record levels of revenue and profitability exceeded our expectations, including our total revenue and Adjusted EBITDA for 2023 surpassed $2 billion and $500 million, respectively, for the first time in our history. See the Appendix for our definition and reconciliation of Adjusted EBITDA.

With the leadership of our executive team, in 2023 we:

•Increased each of our total revenue more than $390 million or 21.6% to over $2.2 billion, our membership dues and enrollment fees more than $305 million or 24.4% to nearly $1.6 billion and our average revenue per center membership to $2,810 in 2023 compared to $2,528 and $2,098 in 2022 and 2021, respectively.

•Increased our member engagement by further elevating our membership experience through our strategic programming initiatives, including Dynamic Personal Training, Dynamic Stretch, small group training, pickleball and our ARORA community which is focused on members aged 55 years and older, as highlighted by our 135 average visits per membership in 2023 compared to 124 and 113 in 2022 and 2021, respectively.

•Significantly increased our profitability with net income increasing over $75 million to $76.1 million for 2023 and Adjusted EBITDA increasing over $255 million to $536.8 million. Additionally, we achieved a 3.4% net income margin and a 24.2% Adjusted EBITDA margin, both of which exceeded our 1.6% net income margin and 23.0% Adjusted EBITDA margin in 2019 before the COVID-19 pandemic.

•Ended the year with 763,216 center memberships – up approximately 5.2% from the end of 2022.

•Opened 11 new locations.

•The Board of Directors and Compensation Committee implemented a short-term incentive plan based on full year Adjusted EBITDA performance. We issued one-year performance-based restricted stock units to our Named Executive Officers with the target number of restricted stock units vesting dependent upon our determination that Adjusted EBITDA for 2023 exceeded our target performance level of $450 million. The number of restricted stock units granted was determined by dividing the target short-term incentive opportunity for each Named Executive Officer as set forth on page 34 by our closing stock price on the grant date. All or part of these restricted stock units would be forfeited if performance was less than target level. Additionally, if target performance was exceeded, we were to issue in 2024 additional vested shares of our common stock with a value equal to the difference between the applicable target bonus opportunity and our actual performance (up to the maximum performance designated under the plan). Due to our attainment of $536.8 million in Adjusted EBITDA for 2023, which exceeded the maximum performance level, we issued vested shares of our common stock in

•The Board of Directors and the Compensation Committee granted long-term incentive awards consisting of time-based stock options and time-based restricted stock units with a one-year performance qualifier followed by a time-based vesting schedule, vesting ratably on an annual basis over four years. The performance qualifier on the restricted stock units was based on the Company’s full year Adjusted EBITDA for 2023. Because the Company exceeded the target performance of $450 million of Adjusted EBITDA for 2023, the performance qualifier was met.

•No changes were made to base salaries or short-term incentive targets in 2023 other than to increase Mr. Javaheri’s base salary to $750,000 effective as of the start of 2023 with corresponding adjustments to his short-term and long-term targets to better reflect his contributions to the Company and internal equity.

•On May 12, 2023, the Compensation Committee granted Mr. Javaheri an award of 50,000 restricted stock units that vest ratably over four years from the grant date for increased retention and internal equity.

What We Reward: We seek to inspire individuals across our communities to select Life Time as their definitive source for the best Healthy Way of Life experiences – both physically and digitally – via our athletic country clubs, best-in-class programs, services, content and media, robust digital platform and portfolio of athletic events. Our Named Executive Officers are primarily responsible for delivering on this vision. Our compensation program is designed to reward short-term and long-term Company performance, and we apply a strategic, principles-based approach to executive compensation in order to drive optimal business performance. The better our performance, the more value we can generate for stockholders, our employees whom we refer to as team members, and our community.

What We Emphasize: Because our team members, including our Named Executive Officers, drive our ability to excel, we provide competitive compensation packages that are intended to motivate, reward, attract and retain key talent and to encourage our executives to drive long-term stockholder value. A material portion of such compensation packages emphasizes performance-based compensation that is dependent upon achievement of our strategic and operational business objectives that drive financial performance and stockholder value. We align our Named Executive Officers’ interests with those of stockholders by requiring achievement of quantitative goals and applying value-driven performance expectations.

Role of the Board of Directors and the Compensation Committee. The Board of Directors is responsible for determining the compensation of our Founder, Chairman and Chief Executive Officer in consultation with and based on recommendations from the Compensation Committee, and the Compensation Committee generally oversees the executive compensation program for our other executives, including our other Named Executive Officers.

Role of the Compensation Consultant. The Board of Directors has engaged WTW (formerly Willis Towers Watson), an independent compensation consulting firm, since April 2021. WTW reports directly to the Compensation Committee and provides guidance regarding the amount and types of compensation that we provide to our executives, how our compensation practices compare to the compensation practices of other publicly traded companies and other compensation-related matters. WTW had also provided property and construction risk and insurance brokerage services to the Company, but we terminated those services in 2023. For 2023, the fees for such brokerage services were approximately $105,000.

Role of Management. In setting and adjusting compensation for 2023, our Chief Executive Officer and Chief Administrative Officer worked closely with the Board of Directors and the Compensation Committee to determine appropriate levels of pay and the annual incentives and performance goals under our 2023 short-term and long-term incentive programs. Our Chief Executive Officer makes recommendations to the Board of Directors regarding compensation changes for our executive officers (other than himself) because of his daily involvement with our executive team. No executive officer participated directly in the final deliberations or determinations regarding his own compensation package.

Compensation Program Risk Assessment. Our management team and the Compensation Committee each play a role in evaluating any risk that may exist relating to our compensation plans, practices and policies for our team members, including our Named Executive Officers. In 2023, our management team, in conjunction with WTW, performed an assessment of our

2023 Say-on-Pay Vote. We held an advisory (non-binding) vote to approve the Company’s named executive officer compensation (referred to as the “Say-on-Pay Vote”) at our 2023 annual meeting of stockholders. Over 98% of the shares voted were voted in favor of our Say-on-Pay Vote. Our Compensation Committee considered the result of this advisory vote to be an endorsement of our compensation program, policies, practices and philosophy for our Named Executive Officers. Our Compensation Committee will continue to consider the outcome of our Say-on-Pay Votes and our stockholders’ views when making compensation decisions for our Named Executive Officers.

Use of Comparative Market Data. The Compensation Committee assesses the competitiveness of each element of each executive officer’s total direct compensation against an executive pay peer group, which has been established in accordance with recommendations by WTW and provides market reference points for compensation comparison purposes. The peer group utilized by the Compensation Committee and WTW for 2023 consisted of the following companies:

•Size and Complexity of the organization based on revenue and market capitalization.

•Our Market for Talent (companies from which we source and potentially lose executive talent).

•Company Characteristics such as companies with a focus on hospitality, premium lifestyle brand recognition, subscription-based revenue generation, and organizations focused on health and wellness.

Our executive compensation program consists of the elements highlighted in the table below, each established to achieve the compensation objective specified below. We view each component of our executive compensation program as related but distinct, and we also intend to regularly reassess the total compensation of our Named Executive Officers to meet our overall compensation objectives. We have determined the appropriate level for each compensation component derived in part, but not exclusively, on our understanding of the competitive market based on the experience of members of the Board of Directors and the Compensation Committee and consistent with our recruiting and retention goals, the length of service of our Named Executive Officers, our overall performance and other considerations we consider appropriate for setting compensation.

(1)See “Employment and Severance Arrangements” below for a description of the impact on these awards due to Mr. Houghton’s separation of service effective January 5, 2024 and Mr. Zwiefel’s retirement effective December 31, 2023.

•medical, dental and vision benefits;

•medical and dependent care flexible spending accounts;

•short-term and long-term disability insurance; and

•life insurance.

For purposes of Mr. Zwiefel’s consulting agreement, “Cause” means (i) repeated and willful or grossly negligent failure by Mr. Zwiefel to perform his services under the agreement; (ii) his willful or grossly negligent violation of any material Company rule, procedure or policy applicable to his work under the agreement, or breach of any material non-disclosure, non-competition, non-solicitation or other similar agreement between the Company (or any parent, subsidiary or affiliate thereof) and him; (iii) his plea of nolo contendere to, or conviction of a felony or a crime of moral turpitude or involving fraud or dishonesty (other than minor traffic violations or similar offenses); (iv) the perpetration of any act of fraud, embezzlement or material dishonesty against or affecting the Company, any of its subsidiaries, or any customer, agent or employee thereof; (v) material breach of the agreement (or any other written agreement by and between him and the Company) by him; (vi) repeated insolent or abusive conduct towards agents, employees, or customers of the Company (including its parents, subsidiaries, and affiliates), including but not limited to, harassment of others of a racial or sexual nature; or (vii) engaging in any act of material self-dealing involving the Company or opportunities identified as a result of his performing work under the agreement or during his prior employment with the Company without prior notice to and consent by the Company, provided that the foregoing shall not constitute Cause unless Mr. Zwiefel fails to cure the circumstances constituting Cause within 30 days after written notice.

For purposes of each Executive Employment Agreement, “Cause” means (i) repeated and willful or grossly negligent failure to perform the executive’s material duties on behalf of the Company; (ii) the executive’s willful or grossly negligent violation of any material Company rule, procedure or policy, or breach of any non-disclosure, non-competition, non-solicitation or other similar agreement between the Company (or any subsidiaries thereof) and the executive; (iii) the executive’s plea of nolo contendere to, or conviction of a felony, a crime of moral turpitude or a misdemeanor involving fraud or dishonesty (other than minor traffic violations or similar offenses) or that could reasonably be expected to result in material harm, whether business, financial, reputational or otherwise, to the Company or its subsidiaries; (iv) the perpetration of any act of fraud, embezzlement or material dishonesty against or affecting the Company, any of its subsidiaries, or any customer, agent or employee thereof; (v) material breach of fiduciary duty or material breach of the Executive Employment Agreement (or any other written agreement by and between the executive and the Company) by executive; (vi) repeated insolent or abusive conduct in the workplace, including but not limited to, harassment of others of a racial or sexual nature; or (vii) engaging in any act of material self-dealing without prior notice to and consent by the Board of Directors, provided that the foregoing shall not constitute Cause unless the executive fails to cure the circumstances constituting Cause within 30 days after written notice.

In the event of the executive’s arrest or indictment for a felony, crime or misdemeanor as described in the applicable provision of the Executive Employment Agreement, the Company shall have the right (but not the obligation) to suspend the executive without pay until either (a) a court of competent jurisdiction makes a final determination of the executive’s guilt or innocence or (b) the executive pleads nolo contendere to such alleged felony or crime; provided that if the court makes a final determination that the executive should be acquitted of such felony or crime, the Company shall either reinstate the executive and repay to him such withheld base salary or terminate his employment without Cause.

As of December 31, 2023, we had entered into employment agreements with each of our Named Executive Officers that provide for potential payments upon a qualifying termination of employment. For additional information on such arrangements, see “Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—Named Executive Officer Employment Arrangements.” In addition, pursuant to the applicable equity arrangements, our Named Executive Officers are entitled to receive acceleration of vesting of certain of their outstanding awards upon the occurrence of qualifying events. (1)