LTH files Form 144 to sell 5.17M shares

LTH submitted a Form 144 notice regarding the proposed sale of 5,169,207 shares of Common Stock.

Rhea-AI Filing Summary

LTH submitted a Form 144 notice regarding the proposed sale of 5,169,207 shares of Common Stock. The filing lists the securities as Common Stock, par value $0.01 per share, with a referenced share count of 222,602,738 shares as of 05/07/2026.

The shares were originally acquired on 10/12/2021 by cash and/or through automatic conversion of Preferred Stock; the broker listed is Morgan Stanley & Co. LLC.

Insights

Capital Markets Analyst

Routine resale filing for previously issued shares; scale is identifiable from disclosed counts.

The notice records a proposed disposal of 5,169,207 shares of Common Stock acquired on 10/12/2021, described as purchased for cash and/or received on automatic conversion of Preferred Stock. The broker shown is Morgan Stanley & Co. LLC.

Cash‑flow treatment and exact sale mechanics are not detailed in the excerpt; subsequent trading activity will depend on holder decisions and any resale restrictions stated elsewhere in company records.

Key Figures

Shares to be sold: 5,169,207 shares Shares outstanding: 222,602,738 shares Par value: $0.01 per share +2 more

5 metrics

Shares to be sold 5,169,207 shares Listed in 'Securities To Be Sold' section

Shares outstanding 222,602,738 shares Referenced with date <date>05/07/2026</date>

Par value $0.01 per share Common stock par value stated in filing

Acquisition date 10/12/2021 Date shares were originally acquired by seller

Broker Morgan Stanley & Co. LLC Listed as broker in securities information

Key Terms

Form 144, automatic conversion, restricted securities

3 terms

Form 144 regulatory

"submitted a Form 144 notice regarding the proposed sale"

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.

automatic conversion financial

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

restricted securities regulatory

"Securities To Be Sold — Common stock (restricted by legend implied)"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

FAQ

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

What does LTH's Form 144 report?

It reports a proposed sale of 5,169,207 shares of common stock. The shares were acquired on 10/12/2021 by cash and/or automatic conversion of preferred stock, with Morgan Stanley named as broker in the filing.

Does the Form 144 state how proceeds will be used by LTH?

No, the filing does not state a use of proceeds. It lists the sale mechanics as cash and/or automatic conversion but provides no purchaser allocation or proceeds destination.

How many LTH shares were outstanding according to the filing?

The filing references 222,602,738 shares outstanding as of 05/07/2026. That figure appears in the securities information section as the referenced outstanding count.

Who is the broker handling the proposed sale for LTH?

The broker listed is Morgan Stanley & Co. LLC at 1585 Broadway, New York. The filing names that broker in the securities information section.

When were the shares being sold originally acquired?

The shares were originally acquired on 10/12/2021, either by cash purchase or via automatic conversion of Preferred Stock into Common Stock, per the filing text.

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

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Accepted by SEC EDGAR 05/07/2026 - 09:11 PM 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	Morgan Stanley & Co. LLC 1585 Broadway New York NY 10036	428911	14407120.49	222602738	05/07/2026	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

Nothing to Report

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 9,312,603 shares of Common Stock of the Issuer during the past three months.
Date of Notice	05/07/2026
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)