DEF 14A of Life Time Group Holdings, Inc., Mar 11, 2026

DEF 14A of Life Time Group Holdings, Inc.

Filed Mar 11, 2026 · FY20250001869198-26-000020

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    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.

  2. Nominees for Director, Continuing Directors and Resigning Director

    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.

  3. Nominees for Director, Continuing Directors and Resigning Director

    | 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 | — | — | — | — |

  4. Nominees for Director, Continuing Directors and Resigning Director

    * 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:

  5. Nominees for Terms Expiring in 2029 (Class II Directors)

    Nominees for Terms Expiring in 2029 (Class II Directors)

  6. 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) |

  7. Nominees for Terms Expiring in 2029 (Class II Directors)

    | 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) |

  8. Nominees for Terms Expiring in 2029 (Class II Directors)

    | 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) |

  9. Nominees for Terms Expiring in 2029 (Class II Directors)

    | 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) |

  10. Nominees for Terms Expiring in 2029 (Class II Directors)

    | 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) |

  11. Class III Directors (Terms Expiring in 2027)

    Class III Directors (Terms Expiring in 2027)

  12. 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. |

  13. Class III Directors (Terms Expiring in 2027)

    | 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. |

  14. Class III Directors (Terms Expiring in 2027)

    | 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) |

  15. Class III Directors (Terms Expiring in 2027)

    | 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) |

  16. Class I Directors (Terms Expiring in 2028)

    Class I Directors (Terms Expiring in 2028)

  17. 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) |

  18. Class I Directors (Terms Expiring in 2028)

    | 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. |

  19. Class I Directors (Terms Expiring in 2028)

    | 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. |

  20. Committees of the Board of Directors

    | COMPENSATION COMMITTEE | | | Functions | Members | | •Reviews and approves matters involving executive and director compensation •Authorizes equity and other incentive arrangements and administers the Company’s equity-based plans, clawback policy and stock ownership guidelines •Reviews and discusses the Company’s compensation discussion and analysis to be included in the Company’s proxy statement •Oversees the evaluation of management and succession planning •Prepares compensation committee reports to be included in proxy statements filed under SEC rules •Authorizes the Company to enter into employment and other employee-related agreements •Recommends changes in employee benefit programs •Reviews and discusses the results of our Say-on-Pay Vote results | Stuart Lasher, Chair Bahram Akradi Jonathan Coslet John Danhakl David Landau Number of Meetings in 2025: 4 |

  21. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our directors play a critical role in guiding our strategic direction and overseeing the management of Life Time. The many responsibilities and risks and the substantial time commitment of being a director require that we provide adequate compensation commensurate with our directors’ workload and opportunity costs. However, we have determined that our current directors who have been nominated by the Principal Stockholders other than by Mr. Akradi, and certain of our current directors who were historically nominated by the Principal Stockholders, will not receive compensation from Life Time for their service on the Board other than complementary membership and services at our athletic country clubs for certain of these directors. Ms. Almendares, Mr. Alsfine, Ms. Coallier and Mr. Lasher were eligible for the annual compensation set forth below, with Ms. Almendares receiving a pro rata portion of the Audit Committee membership retainer based on her April 25, 2025 appointment, and Ms. Pomerantz was eligible for a pro-rata portion of the annual compensation set forth below based on her appointment to the Board and the Nominating and Corporate Governance Committee on April 25, 2025, her appointment to the Audit Committee on July 24, 2025, and her being named chair of Nominating and Corporate Governance Committee on September 17, 2025. No other non-employee directors received any compensation in respect of their service on our Board in 2025, except for memberships to our athletic country clubs provided to Messrs. Hackwell and Alsfine and Ms. Coallier, and limited other services provided to our directors, the total value of which does not exceed $10,000 annually for any such director. Mr. Akradi, our only director who is an executive of the Company, was not eligible to receive additional compensation for his service as a director. All compensation paid to Mr. Akradi is reported below under “Summary Compensation Table – Fiscal Years 2025, 2024 and 2023.” No changes were made to our non-employee director compensation policy (the “Director Compensation Program”) for 2025. For 2026, to better align the compensation of our directors with our peer companies and in consultation with WTW (formerly Willis Towers Watson), the Compensation Committee recommended and the Board approved amending the Director Compensation Program to increase the annual cash retainer by $20,000 to $95,000 and to increase the value of the annual grant of restricted stock units by $40,000 to $195,000. Cash Compensation. The following table is a summary of the annual cash retainers paid under the Director Compensation Program for 2025, which are paid quarterly in arrears.

  22. DIRECTOR COMPENSATION

    | POSITION | 2025 ANNUAL CASH RETAINER ($) | | Board Member | 75,000 | | Committee Chair | | | Audit | 40,000 | | Compensation | 35,000 | | Nominating and Corporate Governance | 25,000 | | Committee Member | | | Audit | 15,000 | | Compensation | 10,000 | | Nominating and Corporate Governance | 10,000 | | Lead Independent Director | 55,000 |

  23. DIRECTOR COMPENSATION

    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 was serving on the Board as of the date of the annual meeting of the Company’s stockholders in 2025 and who was to continue to serve as a non-employee director immediately following such annual meeting was 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 was initially elected or appointed to the Board in 2025 on any date after the date of the annual meeting of the Company’s stockholders was to 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).

  24. 2025 Director Compensation Table

    2025 Director Compensation Table

  25. Director Compensation in 2025

    Director Compensation in 2025

  26. Director Compensation in 2025

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS (1) ($) | TOTAL ($) | | Jimena Almendares | 85,315 | 154,990 | 240,305 | | Joel Alsfine | 90,000 | 154,990 | 244,990 | | Donna Coallier | 115,000 | 154,990 | 269,990 | | Stuart Lasher | 110,000 | 154,990 | 264,990 | | Jennifer Pomerantz | 69,425 | 154,990 | 224,415 |

  27. Director Compensation in 2025

    (1) Amounts reflect the grant date fair value of 4,974 restricted stock units granted on April 25, 2025, computed in accordance with the provisions of FASB ASC Topic 718 (based on a closing stock price of $31.16 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, 2025. 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 these directors was 4,974 as of December 31, 2025.

  28. 2025 Results and Compensation Decisions

    2025 Results and Compensation Decisions We achieved many significant milestones in 2024 and our financial results exceeded our expectations. For 2025, we wanted to continue that momentum by executing on our growth opportunities and delivering another year of record financial performance, while maintaining the strength of our balance sheet. With the leadership of our executive team, we achieved those objectives for 2025. Our Growth Opportunities. With the methodical and sequential progress we have made over the past several years, we were able to shift our focus in 2025 to growth being our top priority. Our growth strategy is to (1) open new clubs, (2) increase member engagement and (3) optimize memberships and increase revenue per center membership. In 2025, we: •Opened 10 new clubs and positioned ourselves to accelerate our new club openings in 2026 and beyond. We plan to open 12 to 14 new clubs in 2026, with nearly double the square footage of the clubs opened in 2025. Much of this work, including the start of construction, happened in 2025 to be prepared for the new club openings in 2026. •Increased member engagement as we fine-tuned our operations to improve the desirability of our places, programs, and performers. We are a premium, high-use model with highly engaged members as evidenced by our record levels of average visits per membership and continued strong retention. We had more than 122 million total visits to our clubs in 2025 compared to 114 million and 103 million in 2024 and 2023, respectively. •Continued to optimize our memberships as we saw improved membership mix with more couples and families and we increased our average revenue per center membership to $3,531 in 2025 compared to $3,160 and $2,810 in 2024 and 2023, respectively, driven in part by our strong performance in our in-center businesses, particularly in our Dynamic Personal Training. Our Financial Performance and Balance Sheet. Through the leadership of our executive team, we again set new records for our financial performance and maintained our strong financial condition in 2025, including: •Increased our total revenue more than $370 million or 14.3% to over $2.9 billion and our membership dues and enrollment fees over $255 million or 13.9% to over $2.1 billion. •Significantly increased our profitability with net income increasing more than $215 million to $373.7 million and Adjusted EBITDA increasing nearly $150 million to $825.2 million. Additionally, we achieved a 12.5% net income margin and a 27.5% Adjusted EBITDA margin, both of which exceeded our 6.0% net income margin and 25.8% Adjusted EBITDA margin in 2024. •Maintained a strong balance sheet with a leverage ratio of 1.6 times as of December 31, 2025, compared to 2.3 times as of December 31, 2024, and we achieved a double B credit rating, which aided in our savings of interest costs from the execution of an interest rate swap and repricing of our term loan facility. See the Appendix for our definitions and reconciliations of Adjusted EBITDA and our leverage ratio. The compensation for our Named Executive Officers in 2025 reflected the strong growth and profitability of our business in 2025: •The Board of Directors and Compensation Committee implemented a short-term incentive program based on our Adjusted EBITDA for 2025. We issued one-year performance-based restricted stock units to our Named Executive Officers with the number of units determined by dividing the tranche three (maximum) incentive opportunity amounts, as set forth on page 37, by our closing stock price on the grant date. These restricted stock units were to vest at varying levels, with any performance below the tranche three performance level set for Adjusted EBITDA resulting in a full or partial forfeiture of the restricted stock units. The Board of Directors and the Compensation Committee determined to issue equity awards under the short-term incentive plan again in 2025 to continue to align the interests of our Named Executive Officers with our stockholders and for investment in the Company’s growth. Due to our attainment of $825.2 million of Adjusted EBITDA for 2025, which exceeded the tranche three performance level of $780 million, the performance-based restricted stock units granted to our Named Executive Officers vested in full. •The Board of Directors and Compensation Committee implemented a long-term incentive program that continued to use time- and performance-based vesting. One-half of the respective long-term incentive opportunity amount for our NEOs was in the form of time-based restricted stock units that vest pro-rata over three years. The other half of the award was comprised of a three-year performance stock unit award based on our Adjusted EBITDA in each of 2025, 2026 and 2027, with performance determined each year for one-third of such award but the entire award does not vest until the end of the three year period. Our $825.2 million of Adjusted EBITDA for 2025 exceeded the tranche three performance level of $780 million for 2025 under the first year of our three-year performance stock unit award. Additionally, (i) our $825.2 million of Adjusted EBITDA for 2025 exceeded the tranche three performance level of $720 million for 2025 under the second year of our three-year performance stock unit award based on our Adjusted EBITDA that was granted in 2024 and, accordingly, 250% of the second one-third of these performance stock units were deemed achieved, and (ii) our 1.6 times leverage ratio at the end of 2025 was lower than the 2.75 times performance level for 2025 under the second year of our three-year performance stock unit award based on our leverage ratio that was granted in 2024 and, accordingly, the second third of that award vested in full. •The Compensation Committee approved increases to Mr. Weaver’s base salary and short-term and long-term incentive opportunities effective at the start of 2025 to reward his performance as Chief Financial Officer, to align his compensation structure with the executive team and to begin to address the gap in his compensation compared to other chief financial officers in the Company’s peer group. The Compensation Committee also approved a one-time bonus of $125,000 for Mr. Weaver in 2025 in recognition of his strong performance as Chief Financial Officer during 2025. The Compensation Committee believes that our executive compensation program supports our philosophy of attracting, retaining, motivating and rewarding a high-caliber executive team. Further, the design of the incentive programs emphasizes growth and alignment with long-term stockholder interests via restricted stock units and performance stock units.

  29. Compensation Philosophy, Objectives and Rewards

    | COMPENSATION OBJECTIVE | PRINCIPLED APPROACH | | Stakeholder Alignment | Company and individual performance goals are intended to clearly support our long-term vision and align compensation with the interests of stakeholders. We have also adopted stock ownership guidelines for our NEOs so that our executives will experience the same downside risk and upside potential as our stockholders experience. See “Stock Ownership Guidelines” above. | | Competitiveness | We intend to attract and retain the highest caliber of executives and other team members. As part of this effort, we pay competitively relative to our market for talent and differentiate pay for the highest performers. | | Performance-Based Awards | Through our compensation program, we strive to balance interests and drive superior Company performance. By committing to directly connecting incentive compensation with short-term corporate objectives as well as long-term growth, we seek to achieve sustained value for our stakeholders over time. | | Risk Mitigation | Our compensation program supports a culture based on accountability through the use of performance metrics that are intended to be difficult, yet obtainable with hard work, and without directly or indirectly promoting irresponsible or excessive risk-taking. | | Pay Equity | We believe in the power of equitable pay and are working to improve pay equity in our compensation program reviews. | | Transparency | We believe in transparency for our compensation program, including its design and outcomes. | | Integrity | We believe in integrity in operating our business and reporting our business results, and have adopted an executive incentive compensation recovery, or clawback, policy that complies with NYSE and SEC rules. See “Executive Incentive Compensation Recovery Policy” above. |

  30. Short-Term Incentive Compensation

    Short-Term Incentive Compensation We consider short-term incentive compensation to be an important component of our total compensation program and it provides incentives necessary to retain executive officers. We use short-term incentive compensation to motivate our executive officers to achieve our short-term financial and strategic objectives while making progress towards our longer-term growth and other goals. The Board of Directors and the Compensation Committee determined to issue performance-based restricted stock units in 2025 rather than pay cash under the short-term incentive plan, similar to the last two years, to continue to align the interests of our Named Executive Officers with our stockholders and for investment in the Company’s growth. Similar to base salaries, the Compensation Committee determined that no changes would be made to the short-term incentive opportunities for our Named Executive Officers in 2025, other than to increase such opportunities for Mr. Weaver with his tranche three (maximum) opportunity increased from $400,000 to $630,000. The following table sets forth the tranche three (maximum) short-term incentive opportunity for each of our Named Executive Officers for fiscal year 2025:

  31. Short-Term Incentive Compensation

    | NAMED EXECUTIVE OFFICER | FISCAL YEAR 2025 TRANCHE THREE OPPORTUNITY | | Bahram Akradi | $4,500,000 | | Erik Weaver | $630,000 | | Eric Buss | $930,000 | | Parham Javaheri | $972,000 | | RJ Singh | $750,000 |

  32. Short-Term Incentive Compensation

    For our 2025 short-term incentive program, our Named Executive Officers were eligible to receive bonuses based on the Company’s achievement of specified Adjusted EBITDA amounts for full year 2025 (the “2025 Bonus Program”). The Compensation Committee and the Board of Directors determined that Adjusted EBITDA continued to be an appropriate metric for the 2025 Bonus Program to incentivize the Company’s growth and profitability. The Company’s leverage ratio, which was utilized in the 2024 bonus program in addition to Adjusted EBITDA, improved dramatically during 2024 and the Compensation Committee and the Board of Directors determined that metric was not required again in 2025. Our Named Executive Officers received performance-based restricted stock units under the 2025 Bonus Program with a grant date value equal to the tranche three short-term incentive opportunity, as set forth in the table immediately above, and based on our closing stock price on the grant date of January 11, 2025, which were to vest or forfeit based on the Company’s achievement of the specified Adjusted EBITDA amounts for full year 2025. The performance-based restricted stock units would vest at different levels, or be forfeited, based upon achievement against the tranche one performance level of $740 million, tranche two performance level of $760 million and/or tranche three performance level of $780 million of 2025 Adjusted EBITDA. The tranche one performance opportunity was set at 50% of the tranche two performance opportunity. The tranche three performance opportunity was set at 150% of the tranche two performance opportunity. Vesting under the 2025 Bonus Program was to be determined using linear interpolation if achievement fell between performance levels. If the tranche one performance level of Adjusted EBITDA were not achieved for 2025, all restricted stock units granted under the 2025 Bonus Program would have forfeited. If the tranche three performance level of Adjusted EBITDA were exceeded, participants would still only be eligible to receive vesting of their tranche three level number of performance-based restricted stock units. We define Adjusted EBITDA as net income before interest expense, net, provision for income taxes and depreciation and amortization, excluding the impact of share-based compensation expense as well as (gain) loss on sale-leaseback transactions, capital transaction costs, legal settlements, asset impairment, severance and other items that are not indicative of the Company’s ongoing operations. See the Appendix for further information on our calculation of Adjusted EBITDA, including a reconciliation to GAAP net income. The Compensation Committee, in coordination with the Audit Committee, determined that the Company’s Adjusted EBITDA for full year 2025 exceeded the tranche three performance level under the 2025 Bonus Program. Our $825.2 million of Adjusted EBITDA for 2025 was a 21.9% increase over our $676.8 million of Adjusted EBITDA for 2024 and represented another record year for the Company. Each Named Executive Officer therefore received full vesting at the tranche three level of his performance-based restricted stock units granted under the 2025 Bonus Program.

  33. Short-Term Incentive Compensation

    | | FISCAL YEAR 2025 | | | | | | | TRANCHE ONE ($) | TRANCHE TWO ($) | TRANCHE THREE ($) | ACTUAL PAYOUT AND RESULTS | | | NAMED EXECUTIVE OFFICER | | | | ($) (1) | (#) (1) | | Short-Term Incentive Opportunity and Actual Payout | | | | | | | Bahram Akradi | 1,500,000 | 3,000,000 | 4,500,000 | 4,500,000 | 190,597 | | Erik Weaver | 210,000 | 420,000 | 630,000 | 630,000 | 26,683 | | Eric Buss | 310,000 | 620,000 | 930,000 | 930,000 | 39,390 | | Parham Javaheri | 324,000 | 648,000 | 972,000 | 972,000 | 41,169 | | RJ Singh | 250,000 | 500,000 | 750,000 | 750,000 | 31,766 | | Short-Term Incentive Metric | | | | | | | Adjusted EBITDA for 2025 | 740 million | 760 million | 780 million | 825.2 million | |

  34. Short-Term Incentive Compensation

    (1) The Actual Payout represents the tranche three bonus opportunities, which were earned upon the February 25, 2026 vesting of the performance-based restricted stock units granted to each Named Executive Officer on January 11, 2025 at a closing stock price of $23.61. In addition to the 2025 Bonus Program, the Compensation Committee awarded to Mr. Weaver a one-time cash bonus of $125,000 in recognition of his strong performance as Chief Financial Officer during 2025.

  35. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We view long-term incentive compensation as a critical component of our balanced total compensation program. Our long-term, equity-based compensation creates an ownership culture among our executives, provides an incentive to contribute to the continued growth and development of our business and aligns the interest of our executives with those of our stockholders. Additionally, granting equity awards emphasizes our commitment to “at risk” compensation. For our 2025 long-term incentive program (the “2025 Long-Term Incentive Program”), we provided a combination of time-based restricted stock units and performance stock units for our Named Executive Officers under our 2021 Incentive Award Plan (the “2021 Plan”). The value of these awards under the 2025 Long-Term Incentive Program was split equally between the restricted stock units and performance stock units. Similar to the base salaries and short-term incentive opportunities, the long-term incentive opportunities for our Named Executive Officers in 2025 remained unchanged other than the Compensation Committee approved an increase for Mr. Weaver from $331,050 to $1,050,000 to recognize his key leadership as the Chief Financial Officer, for internal equity purposes and to bring him closer to the Company’s peer group. Approved grants of restricted stock units and performance stock units to each Named Executive Officer under the 2025 Long-Term Incentive Program were as follows:

  36. Long-Term Incentive Compensation

    | 2025 LONG-TERM INCENTIVE PROGRAM | | | | | NAMED EXECUTIVE OFFICER | AGGREGATE VALUE ($) | RESTRICTED STOCK UNITS (#) | PERFORMANCE STOCK UNITS (#) | | Bahram Akradi | 9,000,000 | 190,597 | 190,597 | | Erik Weaver | 1,050,000 | 22,236 | 22,236 | | Eric Buss | 1,550,000 | 32,825 | 32,825 | | Parham Javaheri | 1,620,000 | 34,307 | 34,307 | | RJ Singh | 1,250,000 | 26,471 | 26,471 |

  37. Long-Term Incentive Compensation

    The restricted stock units vest ratably on an annual basis over three years. The 2025 Long-Term Incentive Program is the second year that we have utilized multi-year performance stock unit awards since our initial public offering in 2021. Rather than granting awards that fully cliff vest after three years, our Compensation Committee again determined to issue a three-year performance stock unit award based on achieving performance levels set for Adjusted EBITDA in each of 2025, 2026 and 2027, with the value of one-third of such award determined and achieved, or “banked,” based on performance for such year; however, the award does not vest until the end of the three year period. Similar to the 2025 Bonus Program, the Compensation Committee and the Board of Directors determined to not use the Company’s leverage ratio as a performance metric for the 2025 Long-Term Incentive Program given its dramatic improvement during 2024. For each year of the performance stock units granted under the 2025 Long-Term Incentive Program, no performance stock units will be achieved unless our Adjusted EBITDA for that year is at or above the tranche one performance level. If performance is at the tranche one performance level, 50% of the applicable performance stock units will be achieved. If performance is at the tranche two performance level, 100% of the applicable performance stock units will be achieved. If performance is at or above the tranche three performance level, 200% of the applicable performance stock units will be achieved. No more than 200% of the number of performance stock units set forth in the table above may be achieved. Achievement will be determined using linear interpolation if performance falls between performance levels. Any performance stock units that are not achieved for the applicable year shall be automatically and immediately forfeited. Our $825.2 million of Adjusted EBITDA for 2025 was greater than the tranche three performance level for 2025 and accordingly 200% of the first one-third of these performance stock units were deemed achieved and banked. Performance stock units granted under the 2025 Long-Term Incentive Program that are achieved during each of 2025 and 2026 based on Adjusted EBITDA performance do not vest until the end of the three year period and in the event an NEO incurs a termination of service prior to the vesting date, the performance stock units will be immediately forfeited except in the event service is terminated due to death or disability, or the NEO is involuntary terminated by the Company for a reason other than cause (as defined in the award agreement), in which event such NEO will vest in the number, if any, of performance stock units that have been determined to be achieved and banked on or prior to the date of the termination of service. With respect to the performance stock units we granted in 2024, our $825.2 million of Adjusted EBITDA for 2025 exceeded the tranche three performance level of $720 million for 2025 under the second year of the three-year performance stock unit award based on our Adjusted EBITDA, and, accordingly, 250% of the second one-third of these performance stock units were deemed achieved and banked; and our 1.6 times leverage ratio at the end of 2025 was lower than the 2.75 times performance level under the second year of the three-year performance stock unit award based on our leverage ratio for 2025 and, accordingly, the second third of that award vested in full. We did not grant any stock options during 2025. If we were to grant stock options, our expectation is that they would be granted during the window that we typically approve our annual compensation programs for our NEOs, which is usually not at a time when we have just disclosed material nonpublic information or are about to disclose material nonpublic information.

  38. 2026 Compensation Changes

    2026 Compensation Changes The Board of Directors and the Compensation Committee made certain changes to our compensation program for fiscal year 2026, including: •Our 2026 short-term incentive program is again based entirely on our Adjusted EBITDA for 2026 and we issued one-year performance-based restricted stock units that will vest at a level based on our Adjusted EBITDA for 2026. We increased the short-term incentive opportunities for each of our Named Executive Officers, other than for our Chief Executive Officer, to align more closely to our peer group and to maintain a strong pay for performance culture. •Our 2026 long-term incentive program continues to be equally split between time-based restricted stock units and performance stock units. The Compensation Committee determined to add a new external performance metric for the performance stock units granted in 2026, with the goals equally split between (1) an internal metric of Adjusted EBITDA for 2026, 2027 and 2028, with performance determined and “banked” each year but the entire award vesting at the end of the three year period and (2) a new external metric based on relative total stockholder return, measuring the Company’s three-year stock performance against the Russell 2000 Index, with cliff vesting following determination of performance in early 2029. •Base salaries remained the same for all Named Executive Officers, except for Mr. Weaver whose base salary was increased to more closely align his overall compensation to peers in the market.

  39. Employment and Severance Arrangements

    Employment and Severance Arrangements We are party to offer letters and/or employment agreements with each of our Named Executive Officers other than Mr. Weaver. We entered into a new offer letter with our CEO and new employment agreements with each of our other Named Executive Officers (other than Mr. Weaver) shortly before the completion of our IPO in October 2021 consistent with Life Time’s transition to a public company. At the time of promoting Mr. Weaver to be the Company’s Executive Vice President & Chief Financial Officer effective on August 1, 2024, the Compensation Committee approved the severance that Mr. Weaver would be eligible to receive in the event of certain terminations of service. For further discussion of these arrangements, see “Named Executive Officer Employment Arrangements” below.

  40. Tax Considerations

    Tax Considerations As a general matter, the Board of Directors and/or the Compensation Committee review and consider the various tax and accounting implications of compensation programs we utilize. Section 409A of the Internal Revenue Code Section 409A of the Internal Revenue Code (the “Code”) requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the Code with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our Named Executive Officers, so that they are either exempt from, or satisfy the requirements of, Section 409A of the Code. Section 280G of the Internal Revenue Code Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% penalty on the individual receiving the excess payment. Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G of the Code based on the executive’s prior compensation. In approving the compensation arrangements for our Named Executive Officers, the Compensation Committee considers all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G of the Code. However, the Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent. Section 162(m) of the Internal Revenue Code Section 162(m) of the Code generally limits, for U.S. corporate income tax purposes, the annual tax deductibility of compensation paid to certain covered individuals, including our Named Executive Officers, to $1 million. Although the Company believes that tax deductibility of executive compensation is an important consideration, the Compensation Committee may, in its judgment, nevertheless, authorize compensation payments that are not fully tax deductible in order to achieve its compensation philosophy. Accounting for Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the requirements of Accounting Standards Codification (“ASC”) Topic 718, “Stock Compensation.” The Company also takes into consideration ASC Topic 718 and other generally accepted accounting principles in determining changes to policies and practices for its stock-based compensation programs.

  41. Summary Compensation Table – Fiscal Years 2025, 2024 and 2023

    Summary Compensation Table – Fiscal Years 2025, 2024 and 2023 The following table contains information about the compensation earned by each of our Named Executive Officers during our last three completed fiscal years ended December 31, 2025, 2024 and 2023, as applicable.

  42. Summary Compensation Table – Fiscal Years 2025, 2024 and 2023

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($) (1) (2) (3) | OPTION AWARDS ($) (4) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | ALL OTHER COMPENSATION ($) (7) | TOTAL ($) | | Bahram Akradi | 2025 | 1,465,385 | — | 13,499,985 | — | — | 234,105 | 15,199,475 | | Founder, Chairman & Chief Executive Officer | 2024 | 1,465,385 | — | 13,499,982 | — | — | 198,189 | 15,163,556 | | | 2023 | 1,500,000 | — | 6,750,014 | 3,749,996 | — | 89,462 | 12,089,472 | | Erik Weaver | 2025 | 510,289 | 125,000(5) | 1,679,970 | — | — | 30,956 | 2,346,215 | | Executive Vice President & Chief Financial Officer | 2024 | 405,539 | — | 517,350 | — | 400,000(6) | 20,065 | 1,342,954 | | Eric Buss | 2025 | 757,115 | — | 2,479,994 | — | — | 31,089 | 3,268,198 | | Executive Vice President & Chief Administrative Officer | 2024 | 756,731 | — | 2,479,987 | — | — | 24,893 | 3,261,611 | | | 2023 | 750,000 | — | 1,125,002 | 625,004 | — | 20,158 | 2,520,164 | | Parham Javaheri | 2025 | 791,308 | — | 2,591,976 | — | — | 30,908 | 3,414,192 | | Executive Vice President, President Club Operations & Chief Property Development Officer | 2024 | 790,385 | — | 2,592,004 | — | — | 21,712 | 3,404,101 | | | 2023 | 748,558 | — | 2,143,002 | 625,004 | — | 18,141 | 3,534,705 | | RJ Singh | 2025 | 610,577 | — | 1,999,955 | — | — | 24,425 | 2,634,957 | | Executive Vice President & Chief Digital Officer | 2024 | 610,193 | — | 1,999,995 | — | — | 18,220 | 2,628,408 |

  43. Summary Compensation Table – Fiscal Years 2025, 2024 and 2023

    (1) Amounts include for each NEO the grant-date fair value of performance-based restricted stock units granted under our short-term incentive program during fiscal 2025 based on each such NEO’s tranche three bonus opportunity as set forth in the table above under “Short-Term Incentive Compensation,” computed in accordance with ASC Topic 718 rather than the amounts paid to or realized by the named individual. The performance-based restricted stock units vested in full on February 25, 2026. We provide information regarding the assumptions used to calculate the value of all restricted stock unit awards made to executive officers in Note 11 to the consolidated financial statements included in our annual report on Form 10-K. We also paid the 2024 and 2023 short-term incentive compensation plans in restricted stock units and vested stock rather than cash. (2) Amounts include for each NEO the grant-date fair value of restricted stock units granted under our long-term incentive program during fiscal 2025, 2024 and 2023, the grant-date fair value of restricted stock units granted to Mr. Weaver in 2024 in connection with his promotion to Executive Vice President & Chief Financial Officer, and the grant-date fair value of restricted stock units granted to Mr. Javaheri in 2023, in each case computed in accordance with ASC Topic 718 rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all restricted stock unit awards made to executive officers in Note 11 to the consolidated financial statements included in our annual report on Form 10-K. (3) Amounts include for each NEO the grant-date fair value of performance stock units granted under our long-term incentive program during fiscal 2025 and, other than for Mr. Weaver, 2024 based on each such NEO’s tranche two opportunity for 2025 and on each such NEO’s (other than Mr. Weaver) leverage opportunity and tranche two Adjusted EBITDA opportunity for 2024, in each case computed in accordance with ASC Topic 718 rather than the amounts paid to or realized by the named individual. The performance stock units granted in 2025 can vest up to 200% of the tranche two opportunity for each such NEO. The first third of these performance stock units were determined to have been achieved at 200%. Assuming that the grant-date fair value of these 2025 performance stock units was calculated based on each NEO’s respective tranche three (maximum) Adjusted EBITDA opportunity, the grant-date fair value of such units would have been: Mr. Akradi – $8,999,990, Mr. Weaver – $1,049,984, Mr. Buss – $1,549,997, Mr. Javaheri – $1,619,977 and Mr. Singh – $1,249,961. The January 11, 2025 grant date stock price for the 2025 awards in each of the above footnotes was $23.61. (4) Amounts reflect the grant-date fair value of stock options granted during fiscal 2023 computed in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate the value of all option awards made to executive officers in Note 11 to the consolidated financial statements included in our annual report on Form 10-K. (5) Amount reflects a one-time bonus paid to Mr. Weaver in 2025. (6) Amount reflects the actual short-term incentive award earned by Mr. Weaver in 2024. Our Adjusted EBITDA for 2024 exceeded our tranche three (maximum) performance level and our leverage ratio was below the 3.0 times performance level; accordingly on February 28, 2025, Mr. Weaver received 13,131 fully vested shares of our common stock based on a closing stock price of $30.46 on such date in accordance with ASC Topic 718. (7) All Other Compensation for 2025 includes:

  44. Summary Compensation Table – Fiscal Years 2025, 2024 and 2023

    | NAME | CAR ALLOWANCE / USE OF COMPANY CAR ($) | COMPANY CAR GROSS- UP ($) | PHONE ALLOWANCE ($) | PERSONAL USE OF COMPANY AIRCRAFT ($) (a) | HOME CONNECTIVITY ($) | EXECUTIVE LONG-TERM DISABILITY INSURANCE ($) | OTHER ($) (b) | TOTAL ($) | | Bahram Akradi | 12,000 | 10,059 | 600 | 125,948 | 6,073 | 2,220 | 77,205 | 234,105 | | Erik Weaver | 12,000 | 10,059 | 600 | — | — | 2,087 | 6,210 | 30,956 | | Eric Buss | 12,000 | 10,059 | 600 | — | — | 2,220 | 6,210 | 31,089 | | Parham Javaheri | 12,000 | 10,059 | 600 | — | — | 2,220 | 6,029 | 30,908 | | RJ Singh | 8,375 | 7,020 | 600 | — | — | 2,220 | 6,210 | 24,425 |

  45. Summary Compensation Table – Fiscal Years 2025, 2024 and 2023

    (a) We determine the incremental costs of the personal use of Company aircraft based on the variable operating costs to us, which includes (i) aircraft fuel expenses; (ii) remote hangar, landing, ramp, and airport fees; (iii) customs, foreign permit and similar fees; (iv) crew travel expenses; (v) supplies and catering; and (vi) passenger ground transportation. Flights where there are no passengers on Company aircraft (so-called “deadhead” flights) are allocated to the executive when in connection with personal use. Because Company aircraft is used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as aircraft permanent hangar rent, insurance, depreciation and pilot salaries. (b) Includes the costs of personal administrative support provided to Mr. Akradi of $42,000, plus the associated tax gross-up of $35,205. Also includes the Company’s matching contribution to the 401(k) plan that the Company determined and made in 2025 for each executive, other than Mr. Akradi.

  46. Grants of Plan-Based Awards in Fiscal 2025

    Grants of Plan-Based Awards in Fiscal 2025 The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2025 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during fiscal 2025.

  47. Grants of Plan-Based Awards in Fiscal 2025

    | NAME | GRANT DATE | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) (4) | | | | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | Bahram Akradi | 1/11/2025 | 63,532(1) | 127,064(1) | 190,597(1) | — | 4,499,995 | | | 1/11/2025 | — | — | — | 190,597(2) | 4,499,995 | | | 1/11/2025 | 95,298(3) | 190,597(3) | 381,194(3) | — | 4,499,995 | | Erik Weaver | 1/11/2025 | 8,894(1) | 17,789(1) | 26,683(1) | — | 629,986 | | | 1/11/2025 | — | — | — | 22,236(2) | 524,992 | | | 1/11/2025 | 11,118(3) | 22,236(3) | 44,472(3) | — | 524,992 | | Eric Buss | 1/11/2025 | 13,130(1) | 26,260(1) | 39,390(1) | — | 929,998 | | | 1/11/2025 | — | — | — | 32,825(2) | 774,998 | | | 1/11/2025 | 16,412(3) | 32,825(3) | 65,650(3) | — | 774,998 | | Parham Javaheri | 1/11/2025 | 13,723(1) | 27,446(1) | 41,169(1) | — | 972,000 | | | 1/11/2025 | — | — | — | 34,307(2) | 809,988 | | | 1/11/2025 | 17,153(3) | 34,307(3) | 68,614(3) | — | 809,988 | | RJ Singh | 1/11/2025 | 10,588(1) | 21,177(1) | 31,766(1) | — | 749,995 | | | 1/11/2025 | — | — | — | 26,471(2) | 624,980 | | | 1/11/2025 | 13,235(3) | 26,471(3) | 52,942(3) | — | 624,980 |

  48. Grants of Plan-Based Awards in Fiscal 2025

    (1) These awards represent the number of performance-based restricted stock units with a one-year performance period that were granted at maximum (tranche three) under our 2025 Bonus Program under the 2021 Plan, as described in “Short-Term Incentive Compensation” above. These restricted stock unit awards were subject to Adjusted EBITDA performance conditions. Our Adjusted EBITDA exceeded the tranche three performance level and, accordingly, these performance-based restricted stock units vested in full on February 25, 2026. (2) These awards represent the number of time-based restricted stock units that were granted as part of our 2025 Long-Term Incentive Program under the 2021 Plan. These restricted stock unit awards vest ratably on an annual basis over three years beginning on February 1, 2026. (3) These awards represent the number of performance stock units that were granted at target (tranche two) under our 2025 Long-Term Incentive Program under the 2021 Plan, as described in “Long-Term Incentive Compensation” above. These performance stock unit awards are subject to performance conditions based on our Adjusted EBITDA for 2025, 2026 and 2027. The performance stock units can be achieved up to 200% of the target amount and vest following determination of our performance for 2027. Our Adjusted EBITDA for 2025 exceeded the tranche three performance level and, accordingly, achieved at 200% of the target amount for 2025. (4) The amount shown with respect to each award represents the grant date fair value of the award calculated using the assumptions described in Note 11 to the consolidated financial statements included in our annual report on Form 10-K.

  49. NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

    NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

  50. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each Named Executive Officer as of December 31, 2025.

  51. Outstanding Equity Awards at Fiscal Year-End Table

    | | OPTION AWARDS | | | | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) (1) | | Bahram Akradi | 3/17/2022 | 381,098(2) | 127,032(2) | 13.65 | 3/17/2032 | — | — | — | — | | | 3/9/2023 | 196,130(3) | 196,129(3) | 17.27 | 3/9/2033 | — | — | — | — | | | 3/9/2023 | — | — | — | — | 108,570(4) | 2,885,791 | — | — | | | 2/7/2024 | — | — | — | — | 225,903(5) | 6,004,502 | — | — | | | 2/7/2024 | — | — | — | — | — | — | 75,300(6) | 2,001,474 | | | 2/7/2024 | — | — | — | — | 188,255(7) | 5,003,818 | 150,602(7) | 4,003,001 | | | 1/11/2025 | — | — | — | — | — | — | 190,597(8) | 5,066,068 | | | 1/11/2025 | — | — | — | — | 190,597(9) | 5,066,068 | — | — | | | 1/11/2025 | — | — | — | — | — | — | 190,597(10) | 5,066,068 | | Erik Weaver | 5/3/2021 | 15,000(11) | — | 19.32 | 5/3/2031 | — | — | — | — | | | 5/31/2022 | — | — | — | — | 2,777(12) | 73,813 | — | — | | | 10/12/2022 | — | — | — | — | 12,500(13) | 332,250 | — | — | | | 4/24/2023 | 5,000(14) | 5,000(14) | 17.59 | 4/24/2033 | — | — | — | — | | | 2/27/2024 | — | — | — | — | 10,000(15) | 265,800 | — | — | | | 8/1/2024 | — | — | — | — | 15,000(16) | 398,700 | — | — | | | 1/11/2025 | — | — | — | — | — | — | 26,683(8) | 709,234 | | | 1/11/2025 | — | — | — | — | 22,236(9) | 591,033 | — | — | | | 1/11/2025 | — | — | — | — | — | — | 22,236(10) | 591,033 | | Eric Buss | 6/8/2016 | 512,791(17) | — | 10.00 | 6/8/2026 | — | — | — | — | | | 5/3/2021 | 260,000(18) | — | 19.32 | 5/3/2031 | — | — | — | — | | | 10/6/2021 | 85,519(19) | — | 18.00 | 10/6/2031 | — | — | — | — | | | 3/17/2022 | 63,516(2) | 21,172(2) | 13.65 | 3/17/2032 | — | — | — | — | | | 3/9/2023 | 32,689(3) | 32,688(3) | 17.27 | 3/9/2033 | — | — | — | — | | | 3/9/2023 | — | — | — | — | 18,094(4) | 480,939 | — | — | | | 2/7/2024 | — | — | — | — | 38,905(5) | 1,034,095 | — | — | | | 2/7/2024 | — | — | — | — | — | — | 12,968(6) | 344,689 | | | 2/7/2024 | — | — | — | — | 32,420(7) | 861,724 | 25,937(7) | 689,405 | | | 1/11/2025 | — | — | — | — | — | — | 39,390(8) | 1,046,986 | | | 1/11/2025 | — | — | — | — | 32,825(9) | 872,489 | — | — | | | 1/11/2025 | — | — | — | — | — | — | 32,825(10) | 872,489 | | Parham Javaheri | 7/2/2018 | 90,000(17) | — | 14.26 | 7/2/2028 | — | — | — | — | | | 3/27/2019 | 100,000(17) | — | 17.95 | 3/27/2029 | — | — | — | — | | | 5/3/2021 | 176,000(18) | — | 19.32 | 5/3/2031 | — | — | — | — | | | 10/6/2021 | 76,967(19) | — | 18.00 | 10/6/2031 | — | — | — | — | | | 3/11/2022 | — | — | — | — | 12,500(20) | 332,250 | — | — | | | 3/17/2022 | 57,165(2) | 19,055(2) | 13.65 | 3/17/2032 | — | — | — | — | | | 3/9/2023 | 32,689(3) | 32,688(3) | 17.27 | 3/9/2033 | — | — | — | — | | | 3/9/2023 | — | — | — | — | 18,094(4) | 480,939 | — | — | | | 5/12/2023 | — | — | — | — | 25,000(21) | 664,500 | — | — | | | 2/7/2024 | — | — | — | — | 40,662(5) | 1,080,796 | — | — | | | 2/7/2024 | — | — | — | — | — | — | 13,554(6) | 360,265 | | | 2/7/2024 | — | — | — | — | 33,885(7) | 900,663 | 27,108(7) | 720,531 | | | 1/11/2025 | — | — | — | — | — | — | 41,169(8) | 1,094,272 | | | 1/11/2025 | — | — | — | — | 34,307(9) | 911,880 | — | — | | | 1/11/2025 | — | — | — | — | — | — | 34,307(10) | 911,880 |

  52. Outstanding Equity Awards at Fiscal Year-End Table

    | | OPTION AWARDS | | | | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) (1) | | RJ Singh | 2/19/2020 | 170,000(17) | — | 25.00 | 2/19/2030 | — | — | — | — | | | 5/3/2021 | 132,000(18) | — | 19.32 | 5/3/2031 | — | — | — | — | | | 10/6/2021 | 68,415(19) | — | 18.00 | 10/6/2031 | — | — | — | — | | | 3/17/2022 | 50,814(2) | 16,937(2) | 13.65 | 3/17/2032 | — | — | — | — | | | 3/9/2023 | 26,151(3) | 26,150(3) | 17.27 | 3/9/2033 | — | — | — | — | | | 3/9/2023 | — | — | — | — | 14,476(4) | 384,772 | — | — | | | 5/12/2023 | — | — | — | — | 12,500(21) | 332,250 | — | — | | | 2/7/2024 | — | — | — | — | 31,375(5) | 833,948 | — | — | | | 2/7/2024 | — | — | — | — | — | — | 10,458(6) | 277,974 | | | 2/7/2024 | — | — | — | — | 26,145(7) | 694,934 | 20,917(7) | 555,974 | | | 1/11/2025 | — | — | — | — | — | — | 31,766(8) | 844,340 | | | 1/11/2025 | — | — | — | — | 26,471(9) | 703,599 | — | — | | | 1/11/2025 | — | — | — | — | — | — | 26,471(10) | 703,599 |

  53. Outstanding Equity Awards at Fiscal Year-End Table

    (1) Market value reflects the number of unvested restricted stock units or unvested performance stock units at tranche two (target), or at the amount determined to be “banked” for any completed performance period, multiplied by $26.58 per share, the closing price of our common stock on the NYSE on December 31, 2025, the last trading day of fiscal 2025. (2) Each such option award vests ratably on an annual basis over four years beginning on March 17, 2023. (3) Each such option award vests ratably on an annual basis over four years beginning on March 9, 2024. (4) Each such restricted stock unit vests ratably on an annual basis over the remaining two years (of a four-year award) on February 28, 2026 and 2027. (5) Each such restricted stock unit vests ratably on an annual basis over the remaining two years (of a three-year award) on February 28, 2026 and 2027. (6) Each such three-year performance stock unit vests over the remaining two performance periods (one-half for each of 2025 and 2026) on the later of our determination of our performance under the performance stock units for each of 2025 and 2026 and the first full trading date following the release of our financial results for each of 2025 and 2026, subject to satisfying a performance condition for each of 2025 and 2026 such that one-half of the performance stock units are to be forfeited in whole if our leverage ratio at the end of 2025 or 2026, as applicable, is not at or below the required leverage ratio for such year. Our leverage ratio was below the required 2.75 times for 2025 and, accordingly, one-half of the performance stock units vested in full on February 25, 2026. Similarly, our leverage ratio was below the required 3.0 times for 2024 and, accordingly, one-third of the performance stock units vested in full on February 28, 2025 (and are therefore not reflected in the table). (7) Each such three-year performance stock unit vests on the later of our determination of our performance under the performance stock units for 2026 and the first full trading date following the release of our financial results for 2026, subject to satisfying a performance condition for each of 2024, 2025 and 2026 such that one-third of the performance stock units can be achieved or forfeited in whole or in part based on our Adjusted EBITDA for 2024, 2025 and 2026. Our Adjusted EBITDA for 2024 exceeded the tranche three performance level and, accordingly, achieved at 250% of the target amount for 2024 and are now reflected in the table at the maximum number of shares that have not yet vested. The performance stock units for the 2025 and 2026 performance periods are shown at target but can also be achieved up to 250% of the target amount each year. Our Adjusted EBITDA for 2025 exceeded the tranche three performance level and, accordingly, achieved at 250% of the target amount for 2025. (8) Each such performance-based restricted stock unit was to vest on the later of our determination of our performance under the 2025 Bonus Program and the first full trading date following the release of our 2025 financial results, subject to satisfying a performance condition such that they were to be forfeited in whole or in part if our Adjusted EBITDA for 2025 did not equal or exceed $780 million. Our Adjusted EBITDA for 2025 exceeded such amount and, accordingly, these performance-based restricted stock units vested in full on February 25, 2026. (9) Each such restricted stock unit vests ratably on an annual basis over three years on February 1, 2026, 2027 and 2028. (10) Each such three-year performance stock unit vests on the later of our determination of our performance under the performance stock units for 2027 and the first full trading date following the release of our financial results for 2027, subject to satisfying a performance condition for each of 2025, 2026 and 2027 such that one-third of the performance stock units can be achieved or forfeited in whole or in part based on our Adjusted EBITDA for 2025, 2026 and 2027. The performance stock units are shown at target but can be achieved up to 200% of the target amount each year. Our Adjusted EBITDA for 2025 exceeded the tranche three performance level and, accordingly, achieved at 200% of the target amount for 2025. (11) Such option award is now fully vested after vesting ratably on an annual basis over four years beginning on May 1, 2022. (12) Such restricted stock unit vests on March 1, 2026 for the remaining one year of a four-year award. (13) Such restricted stock unit vests on October 12, 2026 for the remaining one year of a four-year award. (14) Such option award vests ratably on an annual basis over four years beginning on March 1, 2024. (15) Such restricted stock unit vests ratably on an annual basis over the remaining two years (of a three-year award) on February 1, 2026 and 2027. (16) Such restricted stock unit cliff vests on August 1, 2027. (17) Each such option award vested in full prior to or upon the IPO in October 2021, as applicable, and became exercisable on April 4, 2022. (18) Each such option award is now fully vested after vesting (i) 50% on March 8, 2022, based on performance conditions for 2021 that were deemed met and became exercisable on April 4, 2022 and (ii) 50% ratably on an annual basis over four years beginning on May 1, 2022. (19) Each such option award is now fully vested after vesting ratably on an annual basis over four years beginning on October 6, 2022. (20) Such restricted stock unit vests on March 11, 2026 for the remaining one year of a four-year award. (21) Each such restricted stock unit vests ratably on an annual basis over the remaining two years (of a four-year award) on May 1, 2026 and 2027.

  54. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table summarizes the number of shares of common stock on an aggregated basis acquired on exercise of stock options and vesting of underlying awards of stock, including restricted stock units and performance stock units, for each Named Executive Officer during the fiscal year ended December 31, 2025.

  55. Option Exercises and Stock Vested Table

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | Bahram Akradi | 9,388,000 | 199,964,400 | 543,743 | 16,562,412 | | Erik Weaver | — | — | 23,055 | 617,451 | | Eric Buss | 237,209 | 4,247,531 | 115,431 | 3,463,219 | | Parham Javaheri | — | — | 146,850 | 4,388,895 | | RJ Singh | 80,000 | 1,401,600 | 113,103 | 3,335,202 |

  56. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table We maintain the Excess Plan for a select group of eligible highly compensated employees, including all of our Named Executive Officers. The terms of the Excess Plan are described in the CD&A. The following table contains information regarding our executives’ participation in our nonqualified deferred compensation plan.

  57. Nonqualified Deferred Compensation Table

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FY ($) | REGISTRANT CONTRIBUTIONS IN LAST FY ($) | AGGREGATE EARNINGS IN LAST FY ($) (1) (2) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AT LAST FYE ($) | | Bahram Akradi | — | — | — | — | — | | Erik Weaver | — | — | — | — | — | | Eric Buss | — | — | — | — | — | | Parham Javaheri | 161,533 | — | 93,094 | — | 648,847(3) | | RJ Singh | — | — | — | — | — |

  58. Nonqualified Deferred Compensation Table

    (1) Reflects the aggregate interest or other earnings accrued during the last fiscal year. (2) These amounts do not represent above-market earnings, and thus are not reported in the Summary Compensation Table. (3) Mr. Javaheri began his participation in the Excess Plan in 2023 and elected in-service distributions in a future calendar year.

  59. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control In this section, we describe payments that may be made to our Named Executive Officers upon several events of termination, assuming the termination event occurred on the last day of fiscal 2025 (except as otherwise noted). This section does not cover all amounts our Named Executive Officers will receive following termination, such as the receipt of vested benefits. The following table shows the payments and benefits for which the amount, vesting or time of payment is altered by each employment termination situation. As of December 31, 2025, we had entered into employment agreements or other approved arrangements 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 or continued vesting of certain of their outstanding awards upon the occurrence of certain qualifying events. (1)

  60. Potential Payments Upon Termination or Change in Control

    | NAME | BENEFIT | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON (NO CHANGE IN CONTROL) ($) | CHANGE IN CONTROL (NO TERMINATION) ($) (2) | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON (IN CONNECTION WITH A CHANGE IN CONTROL) ($) (3) | TERMINATION DUE TO DEATH OR DISABILITY ($) (4) | | Bahram Akradi | Cash | 6,750,000(5) | — | 6,750,000(5) | 4,500,000 | | | Equity Acceleration | 8,381,152(6) | — | 31,810,526 | 8,381,152 | | | All Other Payments or Benefits | 28,152(7) | — | 28,152(7) | — | | | Total | 15,159,304 | — | 38,588,678 | 12,881,152 | | Erik Weaver | Cash | 1,155,000(8) | — | 1,155,000(8) | 630,000 | | | Equity Acceleration | 394,022(6) | — | 2,055,617 | 394,022 | | | All Other Payments or Benefits | 28,152(7) | — | 28,152(7) | — | | | Total | 1,577,174 | — | 3,238,769 | 1,024,022 | | Eric Buss | Cash | 2,092,500(5) | — | 2,092,500(5) | 930,000 | | | Equity Acceleration | 1,443,507(6) | — | 5,443,176 | 1,443,507 | | | All Other Payments or Benefits | 26,796(7) | — | 26,796(7) | — | | | Total | 3,562,803 | — | 7,562,472 | 2,373,507 | | Parham Javaheri | Cash | 2,187,000(5) | — | 2,187,000(5) | 972,000 | | | Equity Acceleration | 1,508,707(6) | — | 6,610,574 | 1,508,707 | | | All Other Payments or Benefits | 19,490(7) | — | 19,490(7) | — | | | Total | 3,715,197 | — | 8,817,064 | 2,480,707 | | RJ Singh | Cash | 1,687,500(5) | — | 1,687,500(5) | 750,000 | | | Equity Acceleration | 1,164,124(6) | — | 4,715,065 | 1,164,124 | | | All Other Payments or Benefits | 7,293(7) | — | 7,293(7) | — | | | Total | 2,858,917 | — | 6,409,858 | 1,914,124 |

  61. Potential Payments Upon Termination or Change in Control

    (1) Amounts reflected in the table were calculated assuming the triggering event occurred on December 31, 2025, and are based on Mr. Akradi’s offer letter and the current employment agreements or arrangements with Messrs. Weaver, Buss, Javaheri and Singh. (2) Amounts reflected in the “Change in Control (No Termination)” column were calculated assuming that no termination occurred after the change in control. The values of any additional benefits to the Named Executive Officers that would arise only if a termination were to occur after a change in control are disclosed in the “Termination Without Cause or for Good Reason (in Connection with a Change in Control)” or other applicable columns. (3) The equity acceleration represents the value of unvested equity awards granted under the 2021 Plan and held by certain of our Named Executive Officers on December 31, 2025 that would be subject to accelerated vesting, based on the closing price of our common stock as of December 31, 2025, or $26.58. (4) Represents the (i) cash amount of the tranche three annual bonus for 2025 that was earned by the Named Executive Officers under the 2025 Bonus Program and (ii) equity acceleration value of unvested performance stock units based on the Company’s Adjusted EBITDA granted under the 2021 Plan and held by certain of our Named Executive Officers on December 31, 2025 that were achieved or banked as of December 31, 2025 and that would be subject to accelerated vesting, based on the closing price of our common stock as of December 31, 2025, or $26.58. Note that we have provided for the tranche three annual bonus for 2025 to be reflected as a cash payment upon termination per the terms of their employment agreements or arrangements despite the 2025 Annual Bonus being paid in equity-based awards. (5) Represents the aggregate cash severance payments our NEOs other than Mr. Weaver would have been entitled to under their respective offer letter and employment agreements, or 1.5x the sum of the executive’s (i) base salary at termination and (ii) target annual bonus for 2025. Note that we have provided for the target annual bonus for 2025 to be reflected as a cash payment upon termination per the terms of their employment agreements despite the 2025 Annual Bonus being paid in equity-based awards. (6) Represents the equity acceleration value of unvested performance stock units based on the Company’s Adjusted EBITDA granted under the 2021 Plan and held by certain of our Named Executive Officers on December 31, 2025 that were achieved or banked as of December 31, 2025 and that would be subject to accelerated vesting, based on the closing price of our common stock as of December 31, 2025, or $26.58. (7) Represents the value associated with the continued provision of health benefits based on the 2025 premiums for insurance multiplied by eighteen months. Amount does not include distributions of vested plan balances under the nonqualified deferred compensation plan. (8) Represents the aggregate cash severance payments Mr. Weaver would have been entitled to under his employment arrangements approved by the Compensation Committee, or the sum of his base salary at termination and tranche three (maximum) annual bonus for 2025. Note that we have provided for the annual bonus for 2025 to be reflected as a cash payment upon termination despite the 2025 Annual Bonus being paid in equity-based awards.

  62. CEO Pay Ratio

    CEO Pay Ratio We are providing the following information about the relationship of the annual total compensation of our median paid employee and the annual total compensation of Mr. Akradi, our CEO. For fiscal 2025: •the annual total compensation of our median employee was $9,816; and •the annual total compensation of our CEO, as reported in the Summary Compensation Table, was $15,199,475. Based on this information for fiscal 2025, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 1,548 to 1. We identified our median employee based on the total cash compensation actually paid during fiscal 2025 to all members of our workforce (including full-time, part-time, active and seasonal) other than our CEO, who were employed on December 31, 2025. We identified a range of median team members based on the statistical median plus or minus 1% of earnings, with the final median employee used for purposes of the CEO Pay Ratio being chosen from within that range based on length of service and consistency of earnings throughout the year. For purposes of determining the total cash compensation actually paid, we included: the amount of wages the employee received during the year and the amount of any cash incentives and commissions paid to the employee for the year (which include annual cash incentives that are generally paid in February or March for performance during the prior fiscal year). We converted Canadian employee cash compensation from Canadian dollars to U.S. dollars using the U.S. Treasury reporting rate of exchange as of December 31, 2025. We annualized the total cash compensation for permanent employees who were employed on December 31, 2025, but did not work for the entire year (i.e., new hires). The wages of temporary and seasonal employees were not annualized, and no full-time equivalent adjustments were made for part-time employees. Once we identified our median employee, we then determined that employee’s total compensation in the same manner that we determine the total compensation of our Named Executive Officers as set forth in the Summary Compensation Table. The total compensation of our median employee was determined to be $9,816. This total compensation amount for our median employee was then compared to the total compensation of our CEO disclosed above in the Summary Compensation Table, of $15,199,475. The elements included in the CEO’s total compensation are fully discussed above in the footnotes to the Summary Compensation Table.

  63. Pay Versus Performance

    Pay Versus Performance The following table details our pay versus performance for each year since our initial public offering on October 7, 2021.

  64. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment (3) Based On: | | | | | Year | Summary Compensation Table Total for CEO (1) (2) ($) | Compensation Actually Paid to CEO (1) (2) ($) | Average Summary Compensation Table Total for Other NEOs (1) (2) ($) | Average Compensation Actually Paid to Other NEOs (1) (2) ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return (4) ($) | Net Income (Loss) ($ in millions) | CSM: Adjusted EBITDA (5) ($ in millions) | | 2025 | 15,199,475 | 32,883,977 | 2,915,891 | 5,826,726 | 149.75 | 117.12 | 373.7 | 825.2 | | 2024 | 15,163,556 | 36,322,296 | 2,659,269 | 6,029,405 | 124.62 | 103.82 | 156.2 | 676.8 | | 2023 | 12,089,472 | 11,469,361 | 2,605,597 | 2,803,252 | 84.96 | 90.09 | 76.1 | 536.8 | | 2022 | 8,078,464 | 2,966,606 | 1,976,501 | 380,749 | 67.38 | 78.27 | (1.8) | 281.7 | | 2021 | 41,931,218 | 132,579,680(6) | 6,117,387 | 6,078,209 | 96.96 | 99.79 | (579.4) | 80.3 |

  65. Pay Versus Performance

    (1) For 2025 and 2024, the CEO was Bahram Akradi and the Other Named Executive Officers (the “Other NEOs”) were Erik Weaver, Executive Vice President and Chief Financial Officer, Eric Buss, Executive Vice President and Chief Administrative Officer, Parham Javaheri, Executive Vice President, President Club Operations and Chief Property Development Officer, and RJ Singh, Executive Vice President and Chief Digital Officer. For 2023, the CEO was Bahram Akradi and the Other NEOs were Robert Houghton, Former Executive Vice President and Chief Financial Officer, Eric Buss, Executive Vice President and Chief Administrative Officer, Parham Javaheri, Executive Vice President, President Club Operations and Chief Property Development Officer, and Jeffrey Zwiefel, Former President and Chief Operating Officer. For 2022, the CEO was Bahram Akradi and the Other NEOs were Thomas Bergmann, Former President and Chief Financial Officer, Robert Houghton, Former Executive Vice President and Chief Financial Officer, Jeffrey Zwiefel, Former President and Chief Operating Officer, Eric Buss, Executive Vice President and Chief Administrative Officer, and Parham Javaheri, Executive Vice President and Chief Property Development Officer. For 2021, the CEO was Bahram Akradi and the Other NEOs were Thomas Bergmann, Former President and Chief Financial Officer, Jeffrey Zwiefel, Former President and Chief Operating Officer, Eric Buss, Executive Vice President and Chief Administrative Officer, and Parham Javaheri, Executive Vice President and Chief Property Development Officer. (2) None of our NEOs participate in a pension plan; therefore, we did not report a change in pension value for any of the years reflected in this table, and a deduction from the Summary Compensation Table (“SCT”) total related to pension value is not needed. A reconciliation of Total Compensation from the SCT to Compensation Actually Paid to our CEO and the average of our Other NEOs is shown below:

  66. Pay Versus Performance

    | ADJUSTMENTS | CEO ($) | Average of Other NEOs ($) | | Total Compensation from SCT | 15,199,475 | 2,915,891 | | (Subtraction): SCT amounts of stock and option awards | (13,499,985) | (2,187,974) | | Addition: Fair value at year-end of awards granted during fiscal year 2025 that are outstanding and unvested at year-end | 20,264,273 | 3,232,959 | | Addition (Subtraction): The difference between the fair value of awards from the end of fiscal year 2024 to the end of fiscal year 2025 for awards granted in any prior fiscal year that are outstanding and unvested at year-end | 5,119,477 | 722,954 | | Addition: Vesting date fair value of awards granted and vesting during fiscal year 2025 | — | 99,993 | | Addition (Subtraction): Change in fair value from the end of fiscal year 2024 to the vesting date for awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied during fiscal year 2025 | 5,800,737 | 1,042,903 | | (Subtraction): The fair value at the end of fiscal year 2024 for awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during fiscal year 2025 | — | — | | Compensation Actually Paid (as calculated) | 32,883,977 | 5,826,726 |

  67. Pay Versus Performance

    With respect to measuring the fair value of awards that are stock options, because the options were no longer at-the-money at the measurement dates, we used a Hull White lattice model to estimate the fair value of the options at the applicable dates considering the remaining contractual term of the options, an assumption about the executives’ early exercise behavior, the risk-free rate as of the measurement date and a volatility measured using a consistent approach with the grant date fair values. (3) Total Shareholder Return (“TSR”) is calculated based on a fixed investment of one hundred dollars measured from the market close on October 7, 2021, which was the first day our common stock began to trade publicly on the NYSE, through and including the end of the fiscal year for each year reported in the table. (4) Our peer group used for the TSR calculation is the Russell 2000 (Total Return) Index, which is used to show our performance in our annual report on Form 10-K. We used this as our industry index because there is no published industry or line-of-business index for our industry, and we do not have a readily definable peer group that is publicly traded. (5) Our company-selected measure, which is the measure we believe represents the most important financial performance measure not otherwise presented in the table above that we use to link Compensation Actually Paid to our NEOs for fiscal 2025 to our Company’s performance, is Adjusted EBITDA. See the Appendix for our definition and reconciliation of Adjusted EBITDA. (6) Compensation Actually Paid to Mr. Akradi for 2021 is primarily comprised of an option award granted in 2015 that vested in connection with our IPO in October 2021. Mr. Akradi exercised this option award in full on February 27, 2025.