lth-20260310

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________________________________________________________________________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

______________________________________________________________________________________________________

Filed by the Registrant x Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐						Preliminary Proxy Statement
☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material under § 240.14a-12

Life Time Group Holdings, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

No fee required

☐

Fee paid previously with preliminary materials

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

___________________________________________________________________________________________________________________________________________________________________________

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LETTER FROM OUR FOUNDER, CHAIRMAN AND CHIEF EXECUTIVE OFFICER

We are pleased to invite you to our 2026 annual meeting of stockholders, which will be held virtually by webcast on April 22, 2026, at 9:30 a.m. Central Time. The enclosed notice of annual meeting and proxy statement describe the items of business we will conduct at the meeting and provide information about Life Time, including our practices in the areas of corporate governance and executive compensation. We encourage you to read these materials before you vote your shares.

As a premier lifestyle and leisure brand offering premium health, fitness and wellness experiences to a community of nearly 1.6 million individual members, we are a leading innovator in the industry and have earned the trust of our members for over 30 years to make their lives healthier and happier. To that end, we had another great year in 2025 as our members continue to desire our premium athletic country clubs, programs, services, products and events, and our team delivered in each of these areas throughout the year. With higher member engagement, increased dues revenue per membership, and robust in‑center revenue growth, we achieved our objectives and exceeded our financial goals.

We have stepped into 2026 with strong fundamentals and a clear path to expand the number of our clubs as we target higher income members and higher average annual revenue per center membership. We opened 10 new clubs in 2025, which were smaller clubs on average than we have historically opened. We are excited for 2026 with our accelerated new club growth focused on our large-format athletic country clubs. We expect to add nearly as much new square footage in 2026 as the previous two years combined. We also remain focused on growing our revenue and profitability by further increasing member engagement, optimizing our membership mix, and growing revenue per center membership. We are excited about the many opportunities to expand our business, including our in-center businesses with pickleball, Dynamic Personal Training, small group training, ARORA and our newly introduced CTR and LT Games, as well as our continued development of our digital app, 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.

Our strong operating performance is generating significant cash flow and with a conservative balance sheet and robust sale-leaseback market, we have exceptional financial flexibility. This position of strength allows us to fund our growth while meeting our leverage targets and initiating a $500 million share repurchase program.

We remain grounded in our more than 30-year commitment to provide our members with unparalleled experiences through our comprehensive Healthy Way of Life ecosystem. We also believe in strong governance and integrity, operating from the member point of view and being a place for everyone with these steadfast commitments:

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

•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 premium healthy lifestyle and leisure brands.

We could not be more excited about the future that lies ahead. Our leadership team and board of directors remain as committed as ever to grow long-term value in our company and we believe we are well positioned for success. Thank you for investing in us.

Bahram Akradi

Founder, Chairman and Chief Executive Officer

Life Time Group Holdings, Inc.

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LIFE TIME GROUP HOLDINGS, INC.

______________________________________________________________________________________________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 22, 2026

______________________________________________________________________________________________________

March 11, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 annual meeting of the stockholders (the “Annual Meeting”) of Life Time Group Holdings, Inc., a Delaware corporation (“we,” “us,” “Life Time” or the “Company”). The Annual Meeting will be held in a virtual meeting format on Wednesday, April 22, 2026 at 9:30 a.m. (Central Time) for the following purposes:

1. To elect the five nominees for Class II director to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. The nominees for election are Joel Alsfine, Jonathan Coslet, J. Kristofer Galashan, Stuart Lasher and Jennifer Pomerantz.

2. To hold an advisory (non-binding) vote to approve the Company’s named executive officer compensation (referred to as the “Say-on-Pay Vote”).

3. To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

4. To conduct any other business properly brought before the Annual Meeting or any adjournments or postponements thereof.

These items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of Stockholders.

The record date for the Annual Meeting is February 23, 2026 (the “Record Date”). Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting or any adjournments or postponements thereof.

The Annual Meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. You will be able to attend and participate in the Annual Meeting online by visiting

www.virtualshareholdermeeting.com/LTH2026, 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.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote your shares of common stock by telephone or via the internet promptly. Voting your shares promptly will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation.

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.

By Order of the Board of Directors

Erik Lindseth

Senior Vice President, General Counsel and Corporate Secretary

Chanhassen, Minnesota

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			Page
Proxy Statement			1
Questions and Answers About These Proxy Materials and Voting			1
Proposal 1: Election of Directors			7
Corporate Governance			13
Director Compensation			23
Corporate Responsibility			25
Security Ownership of Certain Beneficial Owners and Management			26
Executive Officers			29
Executive Compensation			30
Compensation Discussion and Analysis			30
Compensation Committee Report			42
Summary Compensation Table - Fiscal Years 2025, 2024 and 2023			43
Grants of Plan-Based Awards in Fiscal 2025			44
Outstanding Equity Awards at Fiscal Year-End Table			48
Option Exercises and Stock Vested Table			50
Nonqualified Deferred Compensation Table			50
Potential Payments Upon Termination or Change in Control			51
CEO Pay Ratio			52
Pay Versus Performance			52
Proposal 2: Advisory (Non-Binding) Vote to Approve the Company’s Named Executive Officer Compensation (“Say-on-Pay”)			56
Equity Compensation Plan Information			57
Independent Registered Public Accounting Firm Disclosure			58
Report of the Audit Committee of the Board of Directors			59
Proposal 3: Ratification of the Selection of the Independent Registered Public Accounting Firm			60
Certain Relationships and Related Person Transactions			61
Householding of Proxy Materials			64
Other Matters			64
Appendix			65

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Life Time Group Holdings, Inc.

2902 Corporate Place

Chanhassen, Minnesota 55317

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PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 22, 2026

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to “Notice and Access” rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet.


Stockholders of record			•We are sending to you an Important Notice Regarding the Internet Availability of Proxy Materials (the “Notice”)

Beneficial owners of stock held through a broker or nominee			•Your broker and other nominee is sending to you a similar Notice

Access to proxy materials			•You have the ability to access the proxy materials on the website referred to in the Notice free of charge or to request to receive a printed set of the proxy materials for the Annual Meeting •Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice

We expect that the Notice or, if applicable, this Proxy Statement will be mailed to stockholders on or about March 11, 2026.

Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting

to be held on April 22, 2026 at 9:30 a.m. (Central Time) via the internet;

please visit www.virtualshareholdermeeting.com/LTH2026 for more details

This Proxy Statement and our 2025 Annual Report on Form 10-K are available at: www.proxyvote.com.

How and when do I attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”)?


Date			•Wednesday, April 22, 2026

Time			•9:30 a.m. Central Time (login to the virtual meeting platform begins at 9:15 a.m.)

Location			•Virtual meeting platform via the internet at www.virtualshareholdermeeting.com/LTH2026 •Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice

Attendance and Questions			•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 noted above •You 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 •Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the Annual Meeting by one of the methods described in these proxy materials

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Changes			•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

What if I have technical difficulties during the meeting or trouble accessing the virtual Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or the meeting, please call the technical support number that will be posted on the virtual meeting platform log-in page.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on the Record Date of February 23, 2026 will be entitled to vote at the Annual Meeting. On the Record Date, there were 221,805,082 shares of common stock outstanding and entitled to vote.


Stockholders of Record			•Your shares are registered directly in your name with Life Time’s transfer agent, Equiniti Trust Company, LLC on the Record Date •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

Beneficial Owners of shares held in “street name”			•Your shares are held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization on the Record Date •The Notice is being sent to you by the organization that holds your account, which organization is considered to be the stockholder of record for purposes of voting at the Annual Meeting •You have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account •The deadline for submitting your voting instructions to your broker, bank or other nominee is listed on the Notice sent to you •You are also invited to attend the Annual Meeting

What am I voting on?

There are three matters scheduled for a vote:


Proposal 1			•Election of five Class II directors to serve until the 2029 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, 2026

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How many votes are needed to approve each proposal and how does the Board recommend I vote?

Proposal

Votes Required

Voting Options

Impact of Abstentions, Withheld Votes and Broker Non-Votes

Broker Discretionary Voting Allowed

Board Recommen-dation

Proposal No. 1: Election of director nominees

A plurality of the votes cast

“FOR ALL”
“WITHHOLD ALL”

“FOR ALL EXCEPT”

None

FOR ALL

Proposal No. 2: Approval, on an advisory (non-binding) basis, of Say-on-Pay Vote

A majority of the votes cast

“FOR”
“AGAINST”
“ABSTAIN”

None

FOR

Proposal No. 3: Ratification of selection of Deloitte

A majority of the votes cast

“FOR”
“AGAINST”
“ABSTAIN”

None

Yes

FOR

A plurality of the votes cast, with regard to the election of directors, means that the five nominees who receive the most “FOR” votes cast by the holders of shares either present at the Annual Meeting or represented by proxy will be elected to our Board. A majority of the votes cast means that the number of votes cast “FOR” a proposal must exceed the number of votes cast “AGAINST” that proposal.

What if another matter is properly brought before the Annual Meeting?

The Board of Directors of the Company (the “Board” or the “Board of Directors”) knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named in the accompanying proxy will vote the shares for which you grant your proxy on those matters in accordance with their best judgment.

How do I vote?

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):

Stockholder of Record: Shares Registered in Your Name

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:


By Internet			•Follow the instructions in the Notice or on the proxy card

By Telephone			•Follow the instructions in the Notice or on the proxy card

By Mail			•Complete, sign, date, and mail your proxy card in the enclosed, postage-prepaid envelope (if you received a printed copy of the Proxy Materials)

In Person (Virtual)			•Attend the Annual Meeting at www.virtualshareholdermeeting.com/LTH2026

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).

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee

You will receive a Notice from your broker, bank or nominee that includes instructions that you must follow in order to submit your voting instructions and have your shares voted at the Annual Meeting. You may be instructed to obtain a legal proxy from your broker, bank or other nominee and to submit a copy in advance of the Annual Meeting.

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How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of February 23, 2026, the Record Date.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. Your most current proxy card or telephone or internet proxy is the one that is counted, so long as it is received by the applicable deadline. You may revoke your proxy in any one of the following ways:


Stockholder of Record			•Timely submit another properly completed proxy card with a later date •Grant a subsequent timely proxy by telephone or through the internet •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 •Attend and vote at the Annual Meeting; simply attending the Annual Meeting will not, by itself, revoke your proxy

Beneficial Owners of shares held in “street name”			•If your shares are held by your broker, banker or other nominee, follow the instructions provided by your broker, bank or other nominee to change your vote or revoke your proxy

What if I return a proxy card, or otherwise vote, but do not make specific choices?

Your shares will be voted as the Board recommends, as set forth in the table above. If any other matter is properly presented at the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid stockholder meeting.


Quorum Requirement			•Stockholders holding at least a majority of the outstanding shares entitled to vote as of the Record Date, or at least 110,902,542 shares, are present or represented by proxy at the Annual Meeting

Shares Counted for Quorum			•Your shares will be counted only if you submit a valid proxy by mail, over the phone or through the internet (or one is submitted on your behalf by your broker, bank or other nominee) or you vote at the Annual Meeting •Abstentions, votes that are withheld and broker non-votes will be counted toward the quorum requirement

If No Quorum			•Either the chair of the Annual Meeting or the holders of a majority in voting power of the stockholders entitled to vote at the meeting that are present at the Annual Meeting or represented by proxy may adjourn the meeting to another date •At any adjourned Annual Meeting at which a quorum is present, any business may be transacted that might have been transacted at the Annual Meeting as originally notified •If the adjournment is for more than 30 days, or if after that adjournment a new record date is fixed for the adjourned Annual Meeting, a notice of the adjourned Annual Meeting shall be given to each stockholder of record entitled to vote at the adjourned Annual Meeting

What are “broker non-votes”?

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker, bank or other nominee holding the shares as to how to vote on “non-routine” proposals. If the beneficial owner does not

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provide voting instructions, the broker, bank or other nominee can still vote the shares with respect to matters that are considered to be “routine” under applicable rules but cannot vote the shares with respect to “non-routine” matters. On non-routine proposals, any “uninstructed shares” may not be voted by the broker, bank or nominee and are considered to be “broker non-votes.” Only the proposal to ratify the selection of our independent registered public accounting firm is considered a “routine” matter for this purpose. Brokers, banks and other nominees do not have authority to vote on the election of directors or the Say-on-Pay Vote without voting instruction from the beneficial owner. Broker non-votes will be counted for the purpose of determining whether a quorum is present at the Annual Meeting.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting.

Who is paying for this proxy solicitation?

The accompanying proxy is solicited on behalf of the Board for use at the Annual Meeting. Accordingly, the Company will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees of the Company will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other nominees for the cost of forwarding proxy materials to beneficial owners.

How can I access the list of stockholders entitled to vote at the Annual Meeting?

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.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each Notice to ensure that all of your shares are voted.

When are stockholder proposals for inclusion in our Proxy Statement for next year’s annual meeting due?

Stockholders wishing to present proposals for inclusion in our proxy statement for the 2027 annual meeting of stockholders (the “2027 Annual Meeting”) pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must submit their proposals so that they are received by us at our principal executive offices no later than November 11, 2026. Proposals should be sent to Life Time’s Secretary at 2902 Corporate Place, Chanhassen, Minnesota 55317.

When are other proposals and stockholder nominations for the 2027 Annual Meeting due?

With respect to proposals and nominations not to be included in our proxy statement pursuant to Rule 14a-8 of the Exchange Act, the Third Amended and Restated Bylaws of Life Time Group Holdings, Inc. (our “Bylaws”) provide that stockholders who wish to nominate a director or propose other business to be brought before the stockholders at an annual meeting of stockholders must notify our Secretary by a written notice, which notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding year’s annual meeting of stockholders.

Stockholders wishing to present nominations for director or proposals for consideration at the 2027 Annual Meeting under these provisions of our Bylaws must submit their nominations or proposals so that they are received at our principal executive offices not earlier than December 23, 2026 and not later than January 22, 2027 in order to be considered. In the event that the 2027 Annual Meeting is to be held on a date that is not within 30 days before or 60 days after the one-year anniversary of the Annual Meeting, then a stockholder’s notice must be received by the Secretary no earlier than 90 days prior to such annual meeting or, if later, no later than the tenth day following the day on which we first make a public announcement of the date of the 2027 Annual Meeting. In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 22, 2027.

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Nominations or proposals should be sent in writing to Life Time’s Secretary at 2902 Corporate Place, Chanhassen, Minnesota 55317. A stockholder’s notice to nominate a director or bring any other business before the Annual Meeting or the 2027 Annual Meeting must set forth certain information, which is specified in our Bylaws.

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

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PROPOSAL 1: ELECTION OF DIRECTORS

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 II directors, with a term expiring at the Annual Meeting, consist of Joel Alsfine, Jonathan Coslet, J. Kristofer Galashan, Stuart Lasher and Jennifer Pomerantz; Class III directors, with a term expiring at the 2027 Annual Meeting, consist of Jimena Almendares, Donna Coallier, John Danhakl and Paul Hackwell; and Class I directors, with a term expiring at the 2028 annual meeting of stockholders, consist of Bahram Akradi, David Landau and Andres Small. Alejandro Santo Domingo is also a Class I director, but he will be resigning as a director effective March 31, 2026. As a result of the resignation of Mr. Santo Domingo, the Board expects to rebalance the classes by re-allocating an existing member of Class II to Class I upon completion of the Annual Meeting.

The Nominating and Corporate Governance Committee of the Board of Directors has recommended, and the Board has approved, the nomination of our Class II directors, Joel Alsfine, Jonathan Coslet, J. Kristofer Galashan, Stuart Lasher and Jennifer Pomerantz, for re-election for three-year terms expiring at the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Each of these nominees is currently a director of the Company.

Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. If any nominee should become unavailable to serve for any reason, it is intended that votes will be cast for a substitute nominee designated by the Nominating and Corporate Governance Committee and approved by the Board of Directors. We have no reason to believe that any nominee named will be unable to serve if elected.

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Nominees for Director, Continuing Directors and Resigning Director

The names and ages of the nominees, continuing directors and resigning director, their length of service with the Company and their Board committee memberships are set forth in the table below.


Name	Age	Director Since	Current Term Expires	Independent	AC	CC	NCG	CAC
Nominees
Joel Alsfine	56	2019	Class II 2026 Annual Meeting	Yes	M, F	—	—	M
Jonathan Coslet	61	2015	Class II 2026 Annual Meeting	Yes	—	M	M	—
J. Kristofer Galashan	48	2015	Class II 2026 Annual Meeting	Yes	—	—	M	M
Stuart Lasher	66	2015	Class II 2026 Annual Meeting	Yes	—	C	—	M
Jennifer Pomerantz	46	2025	Class II 2026 Annual Meeting	Yes	M, F	—	C	M
Continuing Directors
Jimena Almendares	45	2021	Class III 2027 Annual Meeting	Yes	M	—	—	—
Donna Coallier	62	2022	Class III 2027 Annual Meeting	Yes	C, F	—	—	—
John Danhakl**	69	2015	Class III 2027 Annual Meeting	Yes	—	M	M	—
Paul Hackwell	46	2015	Class III 2027 Annual Meeting	Yes	—	—	M	M
Bahram Akradi*	64	1992	Class I 2028 Annual Meeting	No	—	M	M	C
David Landau	60	2015	Class I 2028 Annual Meeting	No	—	M	—	M
Andres Small	45	2020	Class I 2028 Annual Meeting	Yes	—	—	—	—
Resigning Director
Alejandro Santo Domingo	49	2019	Class I March 31, 2026	Yes	—	—	—	—

* Chairman of the Board

** Independent Lead Director

F: Financial Expert M: Member C: Committee Chair

AC: Audit Committee CC: Compensation Committee NCG: Nominating and Corporate Governance Committee

CAC: Capital Allocation Committee

A brief biography of each nominee and continuing director is set forth below, which includes information, as of the date of this Proxy Statement, regarding specific and particular experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee and the Board of Directors to believe that the director should serve on the Board of Directors:

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Nominees for Terms Expiring in 2029 (Class II Directors)


JOEL ALSFINE Age: 56 Independent Director Director since: 2019 Committees: •Audit (Financial Expert) •Capital Allocation			Background
			•Chief Investment Officer of Rugger Management LLC, an advisor to a single family, since 2022.
			•Partner of DFO (Dell Family Office, formerly known as MSD Capital, L.P.), an investment firm, from 2014 to December 2021.
			•Held various roles at DFO, from 2002 to 2014, before becoming a Partner, focusing on investing in public equity securities and becoming the portfolio manager of a large, concentrated public equity portfolio.
			•Previously worked at TG Capital Corp., a single-family investment office investing across all asset classes, McKinsey & Co. and accounting firm Fisher Hoffman Stride.
			Qualifications Mr. Alsfine was selected by the Board for his extensive capital markets, investment, financial and risk management experience from his executive and consulting roles, as well as his experience serving as a director of various public and private companies and as an analyst focusing on public company equity.
			Other Public Company Board Memberships (Current and Past Five Years) •Asbury Automotive Group Inc. (NYSE: ABG) (2014 to present) •Party City Holdco Inc. (NYSE: PRTY) (2020 to 2023) •CC Neuberger Principal Holdings II (NYSE: PRPB) (2020 to 2022)


JONATHAN COSLET Age: 61 Independent Director Director since: 2015 Committees: •Compensation •Nominating and Corporate Governance			Background
			•Partner of TPG Global, LLC, a global alternative asset manager and an affiliate of the Company, which he joined at its inception in 1993 until his retirement in August 2025. Mr. Coslet continues to provide advisory services to TPG.
			•Chief Investment Officer of TPG, from 2008 to 2020.
			•Associate at Donaldson, Lufkin & Jenrette, from 1991 to 1993.
			•Financial Analyst at Drexel Burnham Lambert, from 1987 to 1989.
			Qualifications Mr. Coslet was selected by the Board for his more than 30 years of experience in advising and growing companies, his extensive management and board of director experience and his financial background.
			Other Public Company Board Memberships (Current and Past Five Years) •Nextracker Inc. (NASDAQ: NXT) (2023 to 2025) •TPG, Inc. (NASDAQ: TPG) (2021 to December 2024) •Cushman & Wakefield plc (NYSE: CWK) (2018 to June 2024)


J. KRISTOFER GALASHAN Age: 48 Independent Director Director since: 2015 Committees: •Nominating and Corporate Governance •Capital Allocation			Background
			•Partner at Leonard Green and Partners, L.P., a private equity investment firm and an affiliate of the Company, which he joined in 2002.
			•Previously worked in the Investment Banking Division of Credit Suisse First Boston (formerly Donaldson, Lufkin & Jenrette) in its Los Angeles office.
			Qualifications Mr. Galashan was selected by the Board for his extensive experience investing in and supporting high-growth, market-leading companies.
			Other Public Company Board Memberships (Current and Past Five Years) •Mister Car Wash, Inc. (NYSE: MCW) (2014 to present) •The Container Store (NYSE: TCS) (2007 to January 2025) •USHG Acquisition Corp. (NYSE: HUGS) (2021 to 2022)

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STUART LASHER Age: 66 Independent Director Director since: 2015 Committees: •Compensation (Chair) •Capital Allocation			Background
			•Founder, Chairman and Chief Executive Officer of Quantum Capital Partners, a private investment firm, since 1998.
			•Chairman and Chief Executive Officer of Lifestyle Family Fitness, a fitness chain with 55 locations, from 2010 to 2012.
			•Chief Executive Officer of the PEO division of Paychex, Inc., from 1996 to 1997.
			•Chairman and Chief Executive Officer at National Business Solutions, Inc., a professional employer company he co-founded in 1990 that was acquired by Paychex, Inc. in 1996.
			•Chief Financial Officer at Silk Greenhouse, Inc., from 1986 to 1989.
			•Certified Public Accountant at KPMG Peat Marwick, from 1981 to 1986.
			Qualifications Mr. Lasher was selected by the Board for his extensive experience in accounting and finance and his service as a director of various public and private companies.
			Other Public Company Board Memberships (Current and Past Five Years) •Northern Oil & Gas, Inc. (NYSE: NOG) (2020 to present)


JENNIFER POMERANTZ Age: 46 Independent Director Director since: 2025 Committees: •Nominating and Corporate Governance (Chair) •Audit (Financial Expert) •Capital Allocation			Background
			•Managing Partner at Ellipsis Holdings, a family office, from 2022 to present.
			•Chairman and CEO of American Natural, a lifestyle brand of convenience stores and fuel logistics solutions, from 2011 to 2021.
			•Portfolio Manager at Citadel Asset Management’s Surveyor Capital, from 2009 to 2011, and at JP Morgan’s Highbridge Capital Management, from 2006 to 2009.
			Qualifications Ms. Pomerantz was selected by the Board for her strategic, financial and operational leadership and governance expertise, with extensive experience in leading a global public equities portfolio, founding and scaling a consumer business and serving as a director on numerous public company board committees.
			Other Public Company Board Memberships (Current and Past Five Years) •Northern Oil & Gas, Inc. (NYSE: NOG) (2021 to present)

Class III Directors (Terms Expiring in 2027)


JIMENA ALMENDARES Age: 45 Independent Director Director since: 2021 Committees: •Audit			Background
			•Global Chief Digital Officer at Decathlon, a global premier sports retailer, from 2023 to June 2025.
			•Product Executive at Facebook, now known as Meta Platforms, Inc., a company that builds technology that helps people connect, find communities, and grow businesses, from 2020 to 2023.
			•Vice President of Global Expansion at Intuit, Inc., a company that delivers financial management and compliance products and services, from 2018 to 2020.
			•Chief Executive Officer of Intuit Payments, Inc., from 2017 to 2019.
			•Vice President of Payments Segment Leader at Intuit Payments, Inc., from 2017 to 2018.
			•Chief Product Officer of OKCupid, an online dating app, leading the company through its initial public offering as part of the Match Group, from 2014 to 2016.
			Qualifications Ms. Almendares was selected by the Board for her nearly two decades of experience leading cross-functional teams at public companies and growth start-ups and her significant experience with emerging and digital technologies.

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DONNA COALLIER Age: 62 Independent Director Director since: 2022 Committees: •Audit (Chair) (Financial Expert)			Background
			•Partner at PricewaterhouseCoopers, a multinational professional services and accounting firm, from 1998 to 2017.
			•Trustee and Board of Health President for the Township of South Orange Village, New Jersey, from 2019 to 2023, and lead Trustee for the Township’s Community Care & Justice program, from its inception in 2020 to 2023.
			•Previously held roles at the Securities and Exchange Commission, Coopers & Lybrand, and Grant Thornton.
			Qualifications Ms. Coallier was selected by the Board for her significant experience in finance, accounting and strategy with broad leadership roles including as assurance partner and oversight of business units, functions and special project teams across various sectors and practices.


JOHN DANHAKL Age: 69 Independent Lead Director Director since: 2015 Committees: •Compensation •Nominating and Corporate Governance			Background
			•Managing Partner at Leonard Green and Partners, L.P., a private equity investment firm and an affiliate of the Company, which he joined in 1995.
			•Managing Director at Donaldson, Lufkin & Jenrette, from 1990 to 1995.
			•Vice President in corporate finance at Drexel Burnham Lambert, Inc., from 1985 to 1990.
			Qualifications Mr. Danhakl was selected by the Board for his extensive experience serving on the board of directors of public companies and his extensive experience as a board member, investor and financial analyst.
			Other Public Company Board Memberships (Current and Past Five Years) •IQVIA Holdings Inc. (NYSE: IQV) (2016 to present) •Mister Car Wash, Inc. (NYSE: MCW) (2014 to present)


PAUL HACKWELL Age: 46 Independent Director Director since: 2015 Committees: •Nominating and Corporate Governance •Capital Allocation			Background
			•Partner at TPG Global, LLC, a global alternative asset manager and an affiliate of the Company, which he joined in 2006 and where he leads their consumer group.
			•Involved in TPG’s investments in Adare Pharmaceuticals, Anastasia Beverly Hills, Aptalis Pharma, Arden Group (Gelson’s), AV Homes, Aven Hospitality (f/k/a Hospitality Solutions), Classic Collision, Norwegian Cruise Line, Playa Hotels & Resorts, Rodan + Fields, Taylor Morrison, Troon Golf and Viking Cruises.
			Qualifications Mr. Hackwell was selected by the Board for his extensive board of director and finance experience.
			Other Public Company Board Memberships (Current and Past Five Years) •Viking Holdings Ltd. (NYSE: VIK) (2016 to present)

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Class I Directors (Terms Expiring in 2028)


BAHRAM AKRADI Age: 64 Chairman of the Board Director since: 1992 Committees: •Compensation •Nominating and Corporate Governance •Capital Allocation (Chair)			Background
			•Founded the Company in 1992 and has been a director since inception.
			•Chief Executive Officer and Chairman of the Company since May 1996.
			•Over 30 years of experience in healthy way of life initiatives.
			•Co-Founder and Executive Vice President at U.S. Swim & Fitness Corporation from 1984 to 1989.
			•Founder of the Health and Fitness Industry Leadership Council.
			Qualifications Mr. Akradi was selected by the Board for his perspective and the experience he brings as Founder and Chief Executive Officer of the Company.
			Other Public Company Board Memberships (Current and Past Five Years) •Northern Oil & Gas, Inc. (NYSE: NOG) (2017 to present)


DAVID LANDAU Age: 60 Director since: 2015 Committees: •Compensation •Capital Allocation			Background
			Managing Partner and Co-Founder of LNK Partners, a private equity firm focused on building consumer and retail businesses, which he co-founded in 2005.
			Qualifications Mr. Landau was selected by the Board for his extensive investment, finance and board of director experience.


ANDRES SMALL Age: 45 Independent Director Director since: 2020			Background
			•Managing Director at Partners Group (USA) Inc., a global private markets firm, where he has worked since 2014.
			•Vice President, Advisor to the Chairman at MacAndrews & Forbes, from 2013 to 2014.
			•Various positions including Vice President at CVC International, from 2005 to 2011.
			•Analyst at JPMorgan Chase, from 2002 to 2005.
			Qualifications Mr. Small was selected by the Board for his extensive professional experience, management and business advisory positions.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE “FOR” EACH OF THE FIVE CLASS II DIRECTOR NOMINEES.

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CORPORATE GOVERNANCE

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines in accordance with the corporate governance rules of the NYSE, which serve as a flexible framework within which the Board of Directors and its committees operate. These guidelines cover a number of areas, including the size and composition of the Board, Board membership criteria and director qualifications, director responsibilities, Board leadership, executive sessions, standing Board committees, communications with the Board, succession planning and risk management.

Board Composition

Classified Board Structure

In accordance with the Amended and Restated Certificate of Incorporation of Life Time Group Holdings, Inc. (the “Certificate of Incorporation”), and the Stockholders Agreement (as defined below), our directors are divided into three classes serving 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. Our directors are divided among three classes as follows:

•the Class I directors are Bahram Akradi, David Landau and Andres Small, whose terms expire at the 2028 annual meeting of stockholders (with Alejandro Santo Domingo also a Class I director who is resigning as a director effective March 31, 2026);

•the Class II directors are Joel Alsfine, Jonathan Coslet, J. Kristofer Galashan, Stuart Lasher and Jennifer Pomerantz, whose terms expire at the Annual Meeting; and

•the Class III directors are Jimena Almendares, Donna Coallier, John Danhakl and Paul Hackwell, whose terms expire at the 2027 Annual Meeting.

Our classified board structure has been in place since our initial public offering (“IPO”) in October 2021. The Board regularly evaluates whether to maintain a classified board structure and has determined that a classified board structure continues to be in the best interests of the Company and our stockholders. The Board believes this classified board structure serves the best interests of our stockholders by promoting stability, continuity of leadership, and long‑term strategic focus. Staggered terms also help facilitate orderly director succession planning, ensuring the Board maintains a balance of skills, experience and perspectives over time. A classified board also enhances the Board’s ability to negotiate from a position of strength on behalf of stockholders in the context of potential strategic opportunities and to resist pressures that may favor short‑term results at the expense of sustainable long‑term value creation.

We recognize that some investors prefer annual elections for all directors. Our Board takes these perspectives seriously and has adopted and maintains a number of governance practices designed to promote accountability and responsiveness, including our Corporate Governance Guidelines, Code of Business Conduct and Ethics (our “Code of Conduct”), and annual self-evaluations of the performance of the Board and its committees, which is led by the Nominating and Corporate Governance Committee. We believe these practices mitigate potential concerns regarding director entrenchment while preserving the benefits of a classified board structure. The Board remains committed to maintaining the governance structure that it believes, in its informed judgment, best advances the long‑term interests of our stockholders, and the Board intends to continue to consider if and when to transition to annual elections for all directors.

Board Members

Our business and affairs are managed by the Board of Directors, which currently has 13 members and will be reduced to 12 members upon the resignation of Mr. Santo Domingo effective March 31, 2026. Effective April 25, 2025, the Board of Directors elected Ms. Pomerantz to the Board. In connection with its consideration of possible director candidates, the Nominating and Corporate Governance Committee received a recommendation from Mr. Akradi to consider Ms. Pomerantz as a potential candidate to serve on the Board as well as the Nominating and Corporate Governance Committee and the Capital Allocation Committee given her strong strategic, financial and leadership background, as well as Mr. Akradi’s experience serving with her on the board of directors of Northern Oil & Gas, Inc. Following the consideration of potential candidates, the Nominating and Corporate Governance Committee recommended, and the Board elected, Ms. Pomerantz to the Board to serve as a Class II director, and to each of the Nominating and Corporate Governance Committee and the Capital Allocation Committee, effective April 25, 2025.

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Director Nomination Process

Director Qualification Standards and Criteria

The Nominating and Corporate Governance Committee of the Board is responsible for identifying individuals qualified to become members of the Board of Directors consistent with the criteria approved by the Board and ensuring that the Board has the requisite expertise and its members have sufficiently diverse and independent backgrounds. The Nominating and Corporate Governance Committee may solicit recommendations for nominees from other members of the Board and management. Our Nominating and Corporate Governance Committee may also retain professional search firms to identify candidates.

While the Nominating and Corporate Governance Committee does not maintain a formal policy for considering nominees, it does take into account the many factors for director qualifications set forth in our Corporate Governance Guidelines as it seeks to identify candidates for director, including persons with a reputation for and record of personal and professional integrity, ethics and values; experience in corporate management or as a board member of other publicly held companies; professional and academic experience relevant to our industry; strength of leadership, advisory skills and business judgment; experience in capital markets and growing businesses; time to devote to Board service; diversity of background and perspective; and relevant social policy considerations. The Board also monitors the mix of specific experience, diversity, qualifications and skills of its directors in order that the Board, as a whole, has the necessary tools to perform its oversight function effectively.

Except as detailed immediately below under “—Nomination Rights under the Stockholders Agreement,” the Board does not have a formal policy for considering director candidates recommended by stockholders; however, the Board would generally expect to consider any recommended candidate based on the same considerations set forth above.

Nomination Rights under the Stockholders Agreement

The Company is party to 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”), Bevco Lux S.a.r.l., an affiliate of LifeCo PTC Ltd. (“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”), 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 a director nominated by a Principal Stockholder 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, certain of the Principal Stockholders, which currently include:

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

•one individual nominated by LGP – currently Mr. Danhakl;

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

•one individual nominated by LifeCo – currently Mr. Santo Domingo (this nomination right is expected to be terminated by LifeCo upon the resignation of Mr. Santo Domingo effective March 31, 2026); and

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

Additionally, J. Safra currently has the right to designate one Board observer at all meetings of the Board who also has the right to receive (at the same time as the directors of the Board) all materials sent to the directors on the Board, subject to applicable law and any attorney-client privilege.

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The number of directors designated by the Principal Stockholders for whom we are required to appoint to the Board of Directors is significantly fewer than at the time of our IPO in October 2021 as certain of the Principal Stockholders have sold shares of our common stock and other stockholders who were formerly Principal Stockholders terminated their participation in the Stockholders Agreement. With the closings of the offerings and sales of 43 million shares of our common stock by certain of our Principal Stockholders during 2025, LGP now only has rights to nominate one director to the Board, and TPG and PG no longer have the right to nominate any directors. Pursuant to the Stockholders Agreement, the Company could have requested that the directors formerly nominated by LGP, TPG and PG cause their designees to tender their resignations from the Board of Directors (other than one designee by LGP). However, the Board believes that each of Messrs. Galashan, Coslet, Hackwell and Small is a valuable member of the Board of Directors and decided to not request that they tender their resignations.

The nomination rights described above are subject to the following thresholds:

•upon LGP owning less than 10% of the then outstanding shares of our common stock, LGP will not be entitled to nominate a director;

•so long as LNK and LifeCo, as applicable, has not sold shares of our common stock, through one or more transactions, resulting in LNK or LifeCo, 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”) and owns shares of our common stock greater than or equal to 2% of the then outstanding shares of our common stock, then LNK and LifeCo, as applicable, will each be entitled to nominate one director; and if LNK and LifeCo, as applicable, has effected the Other Stockholder Initial Investment Sell-Down or owns less than 2% of the then outstanding shares of our common stock, then LNK and LifeCo, 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 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 if J. Safra 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.

Each of the Principal Stockholders has agreed to vote the common stock owned by it or him for each of the Principal Stockholders’ nominees to the Board of Directors.

Plurality Voting Standard for Director Elections

Our Bylaws provide for a plurality voting standard in director elections. We believe plurality voting best serves our stockholders by ensuring clear, decisive election outcomes in a simple, efficient and transparent manner. Further, we believe that under the current plurality voting standard, stockholders have a meaningful opportunity to express disapproval with corporate policies, strategy, or director candidates through the use of withhold votes. We recognize that some investors prefer a majority of votes cast standard in uncontested elections. Our Board takes these perspectives seriously, periodically reviews our director election standard and has adopted and maintains governance practices that promote accountability and responsiveness as detailed in “—Board Composition—Classified Board Structure” above. Our Board intends to continue to consider if and when to transition to a majority of votes cast standard in uncontested elections of directors.

Director Independence

Pursuant to the corporate governance listing standards of the NYSE, a director employed by the Company cannot be deemed to be an “independent director.” Each other director will qualify as “independent” only if the Board of Directors affirmatively determines that he or she has no material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. Ownership of a significant amount of our common stock, by itself, does not constitute a material relationship.

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The Board of Directors affirmatively determined that each of our directors other than Mr. Akradi and Mr. Landau qualifies as “independent” in accordance with the NYSE rules. In making its independence determinations, the Board of Directors considered and reviewed 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:

•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. Danhakl, Galashan or Hackwell owns 10% or more of their employer or any of their portfolio companies (and Mr. Coslet is no longer an employee of TPG). For more information on these purchases, see “Certain Relationships and Related Person Transactions—Related Person Transactions—Other.”

•During 2025, Mr. Lasher ceased serving in his role as manager and/or officer of certain entities that are parties to long-term leases with the Company. Following his resignations, the Board of Directors affirmatively determined on July 24, 2025, that Mr. Lasher now qualifies as “independent” in accordance with the NYSE rules.

The Principal Stockholders ceased to collectively beneficially own more than 50% of our common stock and voting power effective as of June 5, 2025. As a result, the Company is no longer a “controlled company” within the meaning of the NYSE corporate governance standards. Consequently, we were required to have, and did have, a majority of independent directors on each of the Nominating and Corporate Governance Committee and the Compensation Committee by September 5, 2025. We also will now be required to have, and we intend to have, our Nominating and Corporate Governance Committee and Compensation Committee consist entirely of independent directors by June 4, 2026.

Committees of the Board of Directors

Our Board of Directors has assigned certain of its responsibilities to permanent committees consisting of directors appointed by it. The Board of Directors has an Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Capital Allocation Committee, each of which has the composition and responsibilities described below. The Board has adopted a written charter for each of these committees under which they operate.

On April 25, 2025, Mr. Small stepped down from his service on the Audit Committee and our Board of Directors appointed Ms. Almendares as his replacement. Additionally, on April 25, 2025, upon her election to serve as a member of our Board of Directors, Ms. Pomerantz was appointed to serve on eac

SEC Form DEF 14A filed by Life Time Group Holdings Inc.