Life Time Group plans sale of 5.0M common shares

Life Time Group Holdings is registering a proposed sale of 5,025,751 shares of common stock, par value $0.01 per share, through J.P.

Accepted by SEC EDGAR 08/10/2026 - 09:45 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Life Time Group Holdings is registering a proposed sale of 5,025,751 shares of common stock, par value $0.01 per share, through J.P. Morgan Securities LLC. The filing cites an estimated aggregate market value of $220,178,151.31 for these shares. It reports that 223,461,948 shares of common stock were outstanding as of the time referenced, and indicates an anticipated sale date of August 10, 2026 on the NYSE. The common stock was originally acquired from the issuer and/or upon the automatic conversion of preferred stock into common stock. In the prior three months, an affiliated holder, Green LTF Holdings II LP, sold 2,951,282 shares of common stock for total proceeds of $95,946,177.82.

Key Figures

Shares proposed to be sold: 5,025,751 shares Estimated aggregate market value: $220,178,151.31 Shares outstanding: 223,461,948 shares +5 more

8 metrics

Shares proposed to be sold 5,025,751 shares Common stock proposed for sale under the Form 144

Estimated aggregate market value $220,178,151.31 Estimated value of the 5,025,751 shares proposed to be sold

Shares outstanding 223,461,948 shares Common shares outstanding referenced in the filing

Recent shares sold 2,951,282 shares Shares sold by Green LTF Holdings II LP in the past three months

Proceeds from recent sales $95,946,177.82 Total consideration for the 2,951,282 shares sold in the past three months

Earlier acquisition 57,670,520 shares Common shares acquired on October 12, 2021 via cash and/or conversion

Par value per share $0.01 per share Par value of the common stock being sold

Proposed sale date 08/10/2026 Anticipated sale date for the Form 144 transaction

Key Terms

Form 144, par value, automatic conversion, Preferred Stock, +1 more

5 terms

Form 144 regulatory

"Filer Information | | | 144: Filer Information"

Form 144 is a document that investors must file with the government when they plan to sell a large number of shares of a company's stock. It helps ensure transparency so everyone knows how many shares are being sold and when, which can impact the stock's price.

par value financial

"Common stock, par value $0.01 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

automatic conversion financial

"upon the automatic conversion of shares of Preferred Stock"

Preferred Stock financial

"automatic conversion of shares of Preferred Stock of the Issuer"

Preferred stock is a type of ownership in a company that typically offers investors higher and more consistent dividend payments than common stock. Unlike regular shares, preferred stock usually doesn’t come with voting rights but provides a priority claim on the company’s assets and profits, making it a more stable and predictable investment option. This makes preferred stock attractive to those seeking steady income with lower risk.

aggregate market value financial

"estimated aggregate market value of $220,178,151.31"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What amount of Life Time Group Holdings (LTH) stock is covered by this Form 144?

The Form 144 covers a proposed sale of 5,025,751 shares of Life Time Group Holdings common stock. The shares have an estimated aggregate market value of $220,178,151.31 and are expected to be sold through J.P. Morgan Securities LLC.

What is the estimated market value of the LTH shares proposed to be sold?

The estimated aggregate market value of the 5,025,751 shares of LTH common stock is $220,178,151.31. This valuation is reported in connection with the planned sale through J.P. Morgan Securities LLC on the NYSE.

How many Life Time Group Holdings (LTH) shares are reported as outstanding?

The filing reports 223,461,948 shares of Life Time Group Holdings common stock outstanding. This figure provides context for the size of the proposed 5,025,751-share sale relative to the total common stock base.

When is the proposed sale date for the LTH shares in this Form 144?

The proposed sale date for the 5,025,751 LTH common shares is August 10, 2026. The shares are expected to be sold on the NYSE through J.P. Morgan Securities LLC, subject to applicable trading and regulatory conditions.

What prior LTH stock sales are disclosed for the past three months?

The filing discloses that Green LTF Holdings II LP sold 2,951,282 shares of LTH common stock in the past three months. These sales generated total proceeds of $95,946,177.82, providing recent trading history for the seller’s holdings.

How were the LTH shares originally acquired by the seller in this Form 144?

The reported LTH shares were originally acquired from the issuer and/or upon the automatic conversion of preferred stock into common stock. An earlier transaction on October 12, 2021 involved 57,670,520 shares obtained via cash and/or such conversions.

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Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001886438
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Life Time Group Holdings, Inc.
SEC File Number	001-40887
Address of Issuer	2902 Corporate Place Chanhassen MINNESOTA 55317
Phone	952-947-0000
Name of Person for Whose Account the Securities are To Be Sold	Green LTF Holdings II LP
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Owner

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common stock, par value $0.01 per share	J.P. Morgan Securities LLC 383 Madison Avenue New York NY 10179	5025751	220178151.31	223461948	08/10/2026	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common stock, par value $0.01 per share	10/12/2021	The shares of Common Stock reported herein were originally acquired by Seller from the Issuer and/or upon the automatic conversion of shares of Preferred Stock of the Issuer into shares of Common Stock.	Issuer			57670520	10/12/2021	Cash and/or automatic conversion of shares of Preferred Stock of the Issuer into shares of Common Stock.

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Green LTF Holdings II LP 11111 Santa Monica Boulevard, Suite 2000 Los Angeles CA 90025	Common stock, par value $0.01 per share	05/21/2026	2951282	95946177.82

144: Remarks and Signature

Remarks	Sales by Seller should be aggregated with the sales of shares of Common Stock of the Issuer by TPG VII Magni SPV, L.P., TPG VII Magni Co-Invest, L.P., TPG Lonestar I, L.P., LGP Associates VI-A LLC and LGP Associates VI-B LLC (together with Seller, the "Selling Stockholders"). The Selling Stockholders have filed separate Forms 144 for aggregate sales of 13,942,160 shares of Common Stock of the Issuer during the past three months.
Date of Notice	08/10/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	Andrew Goldberg
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)