Life Time holder TPG plans $11M stock sale

Life Time Group Holdings, Inc. (LTH) received a notice that TPG VII Magni Co-Invest, L.P., a stockholder, intends to sell 247,388 shares of common stock under Rule 144, through J.P.

Rhea-AI Filing Summary

Life Time Group Holdings, Inc. (LTH) received a notice that TPG VII Magni Co-Invest, L.P., a stockholder, intends to sell 247,388 shares of common stock under Rule 144, through J.P. Morgan Securities LLC. The filing lists an aggregate market value of $11,021,135.40 for these shares and notes that 223,461,948 shares of common stock were outstanding. TPG VII Magni Co-Invest, L.P. originally acquired 5,169,207 shares on October 12, 2021, including through cash purchases and automatic conversion of preferred stock. During the past three months, this seller has already sold 439,852 shares, generating $18,984,012.32 in proceeds. The remarks state that sales by this seller are aggregated with several affiliated selling stockholders, which together have filed notices covering aggregate sales of 13,724,331 shares of Life Time common stock during the same three-month period.

Key Figures

Shares to be sold under Rule 144: 247,388 shares of common stock Aggregate market value of shares to be sold: $11,021,135.40 Shares outstanding: 223,461,948 shares +4 more

7 metrics

Shares to be sold under Rule 144 247,388 shares of common stock Intended sale by TPG VII Magni Co-Invest, L.P. through J.P. Morgan Securities LLC

Aggregate market value of shares to be sold $11,021,135.40 Market value associated with 247,388 shares intended for sale

Shares outstanding 223,461,948 shares Common stock outstanding for Life Time Group Holdings, Inc.

Shares acquired by seller 5,169,207 shares of common stock Originally acquired on October 12, 2021, via cash and automatic conversion of preferred stock

Shares sold in past 3 months by this seller 439,852 shares of common stock Sale on August 10, 2026, by TPG VII Magni Co-Invest, L.P.

Proceeds from past 3 months sale $18,984,012.32 Gross proceeds from the 439,852 shares sold on August 10, 2026

Aggregate shares sold by related selling stockholders 13,724,331 shares of common stock Aggregate sales by the group of Selling Stockholders during the past three months

Key Terms

Rule 144, Form 144, aggregate market value, automatic conversion, +1 more

5 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

Form 144 regulatory

"The Selling Stockholders have filed separate Forms 144 for aggregate sales"

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.

aggregate market value financial

"247388 | 11021135.40 | 223461948 | 08/26/2026"

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.

automatic conversion financial

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

Preferred Stock financial

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

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.

FAQ

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

What does the Form 144 filing disclose for Life Time Group Holdings, Inc. (LTH)?

The filing discloses that TPG VII Magni Co-Invest, L.P. intends to sell 247,388 shares of Life Time Group Holdings, Inc. common stock under Rule 144, with an aggregate market value of $11,021,135.40, through J.P. Morgan Securities LLC.

How many shares of LTH common stock are outstanding according to this filing?

The notice states that there are 223,461,948 shares of Life Time Group Holdings, Inc. common stock outstanding, as referenced in connection with the planned Rule 144 sale.

Who is selling LTH shares under this Form 144 and through which broker?

The seller is TPG VII Magni Co-Invest, L.P., a stockholder of Life Time Group Holdings, Inc. The planned sale of 247,388 shares is to be executed through J.P. Morgan Securities LLC as broker.

How many LTH shares has the seller acquired and when?

TPG VII Magni Co-Invest, L.P. is reported to have acquired 5,169,207 shares of Life Time common stock on October 12, 2021, through cash transactions and automatic conversion of preferred stock into common stock.

What LTH share sales have occurred in the past three months for this seller?

For the past three months, TPG VII Magni Co-Invest, L.P. is reported to have sold 439,852 shares of Life Time common stock on August 10, 2026, for total proceeds of $18,984,012.32.

What is the total LTH stock sold by the related selling stockholders group?

The remarks state that this seller’s sales should be aggregated with several affiliated selling stockholders, and that these “Selling Stockholders” have filed notices for aggregate sales of 13,724,331 shares of Life Time common stock during the past three months.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/26/2026 - 09:53 PM EDT Accepted by SEC EDGAR 08/26/2026 - 09:52 PM EDT Learn about SEC filing dates

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	0001972856
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	TPG VII Magni Co-Invest, L.P.
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	Stockholder

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 270 Park Avenue New York NY 10017	247388	11021135.40	223461948	08/26/2026	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 Issuer and/or upon the automatic conversion of shares of Preferred Stock of the Issuer into shares of Common Stock.	Issuer			5169207	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
TPG VII Magni Co-Invest, L.P. 301 Commerce Street, Suite 3300 Fort Worth TX 76102	Common stock, par value $0.01 per share	08/10/2026	439852	18984012.32

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 Lonestar I, L.P., Green LTF Holdings II LP, LGP Associates VI-A, LLC, LGP Associates VI-B, LLC, Partners Group Private Equity Fund, LLC, Partners Group Series Access II, LLC, Series 61, Partners Group Private Equity II, LLC, Partners Group Access 83 PF, LP (together with Seller, the "Selling Stockholders"). The Selling Stockholders have filed separate Forms 144 for aggregate sales of 13,724,331 shares of Common Stock of the Issuer during the past three months.
Date of Notice	08/26/2026
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	/s/ Matthew White
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)