Issuer Free Writing Prospectus
Filed pursuant to Rule 433
Registration Statement No. 333-281465
February 27, 2025
FOR IMMEDIATE RELEASE
Life Time Announces Commencement of Secondary Offering of 23,000,000
Shares of Common Stock
CHANHASSEN,
Minn. (February 27, 2025) – Life Time Group Holdings, Inc. (NYSE: LTH) (“Life Time” or the “Company”) announced today that certain affiliates of Leonard Green & Partners, L.P., TPG Inc. and Partners Group (USA)
Inc. (the “Selling Stockholders”) intend to offer and sell 18,000,000 shares of the Company’s common stock in an underwritten public offering pursuant to Life Time’s shelf registration statement filed with the Securities and
Exchange Commission (the “SEC”). The Selling Stockholders will receive all of the proceeds from the proposed offering. The Company will not receive any of the proceeds from the sale of shares of the Company’s common stock by the
Selling Stockholders.
Bahram Akradi, the Company’s Founder, Chairman and Chief Executive Officer, exercised 9,388,000 options granted to him in 2015
that would have otherwise expired in October this year. Mr. Akradi is selling five million shares from that exercise in this offering primarily to satisfy tax obligations associated with the exercise. Upon consummation of this offering, and
including the net increase in his share ownership from that exercise and sale, Mr. Akradi will have increased his share ownership in the Company by approximately 25% to over 15.2 million shares since the Company went public in October 2021.
The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the
actual size or terms of the offering.
J.P. Morgan and BofA Securities are serving as the underwriters for the proposed offering. The underwriters propose
to offer the shares to the public from time to time at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices, at fixed prices or at prices that may be subject to change.
Important Information
An automatic shelf
registration statement on Form S-3, including a base prospectus, was filed with the SEC on August 12, 2024 and became effective upon filing. The offering will be made only by means of a written prospectus
supplement and the accompanying prospectus. Before you invest, you should read the prospectus included in that registration statement and the documents incorporated by reference that form part of the registration statement, as well as the prospectus
supplement and accompanying prospectus related to the proposed offering. You may obtain these documents for free by visiting the SEC’s website located at http://www.sec.gov. When available, copies of the preliminary prospectus supplement
and the accompanying prospectus relating to these securities may also be obtained from either J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com
and postsalemanualrequests@broadridge.com; or from BofA Securities at 1-800-294-1322 or by emailing dg.prospectus_requests@bofa.com. The final terms of the offering will be disclosed in a final prospectus
supplement to be filed with the SEC.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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