Life Time shareholder proposes $105M share sale

The selling stockholder’s acquisition entry lists 37,639,159 shares acquired October 12, 2021, from the issuer and/or through preferred-stock conversion.

Accepted by SEC EDGAR 05/07/2026 - 09:11 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Life Time Group Holdings, Inc. (LTH) is the issuer named in stockholder TPG VII Magni SPV, L.P.’s Form 144 notice, which lists a proposed sale of 3,123,078 common shares with an approximate sale date of May 7, 2026. The notice gives an aggregate market value of $104,904,190.02 and names Morgan Stanley & Co. LLC as broker. The Selling Stockholders filed separate Forms 144 for aggregate sales of 9,312,603 shares during the past three months.

Key Figures

Shares proposed for sale: 3,123,078 shares Aggregate market value: $104,904,190.02 Selling Stockholders’ aggregate sales: 9,312,603 shares +1 more

4 metrics

Shares proposed for sale 3,123,078 shares Approximate sale date: May 7, 2026

Aggregate market value $104,904,190.02 For the shares listed for sale

Selling Stockholders’ aggregate sales 9,312,603 shares During the past three months, in separate Forms 144

Common shares acquired 37,639,159 shares Acquired October 12, 2021, from the issuer and/or through automatic conversion of preferred stock

Key Terms

aggregate market value, automatic conversion, Selling Stockholders

3 terms

aggregate market value financial

"Aggregate Market Value"

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

"automatic conversion of shares of Preferred Stock into shares of Common Stock"

Selling Stockholders regulatory

"together with Seller, the "Selling Stockholders""

Selling stockholders are existing owners of a company's shares who are offering some or all of their holdings for sale, often as part of a public offering or secondary transaction. For investors this matters because such sales increase the number of shares available to buy, can signal how confident current owners are about future prospects, and may put short-term pressure on the stock price similar to more tickets being released for a popular event.

FAQ

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

How many LTH shares does TPG VII Magni SPV, L.P. propose to sell?

The notice lists 3,123,078 shares of Life Time Group Holdings common stock for sale, with an approximate sale date of May 7, 2026. It gives an aggregate market value of $104,904,190.02 and identifies Morgan Stanley & Co. LLC as broker.

How many LTH shares did the Selling Stockholders report in aggregate sales?

The Selling Stockholders filed separate Forms 144 for aggregate sales of 9,312,603 shares of Life Time Group Holdings common stock during the past three months.

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

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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	0001972834
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 SPV, 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	3123078	104904190.02	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.	Isssuer			37639159	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 Co-Invest, 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)