Life Time (NYSE: LTH) backer moves to sell more shares after $138M recent sale

Rhea-AI Filing Summary

Life Time Group Holdings, Inc. (LTH) has a notice of proposed resale of its common stock filed on behalf of stockholder TPG VII Magni SPV, L.P. under Rule 144. The filing covers a proposed sale of 1,801,336 shares of common stock through J.P. Morgan Securities LLC, with an aggregate market value of $80,249,518.80. Shares of common stock outstanding were reported as 223,461,948 as of the notice date; this is a baseline figure, not the amount being sold.

TPG VII Magni SPV, L.P. reported prior sales over the past three months of 3,202,754 shares of LTH common stock for $138,230,862.64. The remarks state that sales by this seller are to be aggregated with several related selling stockholders, who together have filed notices for aggregate sales of 13,724,331 shares of LTH common stock during the past three months.

Key Figures

Shares proposed to be sold: 1,801,336 shares of common stock Aggregate market value of proposed sale: $80,249,518.80 Shares outstanding: 223,461,948 shares of common stock +5 more

8 metrics

Shares proposed to be sold 1,801,336 shares of common stock Proposed Rule 144 sale by TPG VII Magni SPV, L.P. through J.P. Morgan Securities LLC

Aggregate market value of proposed sale $80,249,518.80 Value of 1,801,336 Life Time Group Holdings, Inc. shares covered by the notice

Shares outstanding 223,461,948 shares of common stock Shares of Life Time Group Holdings, Inc. common stock outstanding as of the notice

Shares sold in past three months by TPG VII Magni SPV, L.P. 3,202,754 shares of common stock Reported sale on 08/10/2026 by TPG VII Magni SPV, L.P.

Aggregate value of past three-month sales by TPG VII Magni SPV, L.P. $138,230,862.64 Consideration for 3,202,754 shares of Life Time Group Holdings, Inc. sold

Aggregate shares sold by all selling stockholders in past three months 13,724,331 shares of common stock Aggregate sales by the group of selling stockholders as described in the remarks

Shares originally acquired 37,639,159 shares of common stock Amount listed in the securities-to-be-sold section with acquisition date 10/12/2021

Date of notice 08/26/2026 Date on which the Form 144 notice was signed and filed

Key Terms

Rule 144, Common stock, par value $0.01 per share, automatic conversion, Preferred Stock, +2 more

6 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.

Common stock, par value $0.01 per share financial

"Common stock, par value $0.01 per share | J.P. Morgan Securities LLC"

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 of Common Stock."

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

"1801336 | 80249518.80 | 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.

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

What size of Life Time Group Holdings (LTH) share sale is TPG VII Magni SPV proposing?

The notice covers a proposed sale of 1,801,336 shares of Life Time Group Holdings, Inc. common stock. The filing lists an aggregate market value for these shares of $80,249,518.80, with sales to be effected through J.P. Morgan Securities LLC.

How many Life Time Group Holdings (LTH) shares are outstanding in this Form 144 filing?

The filing reports that 223,461,948 shares of Life Time Group Holdings, Inc. common stock were outstanding as of the notice date. This figure provides context for the issuer’s equity base and is not the amount being offered for sale.

What Life Time Group Holdings (LTH) shares has TPG VII Magni SPV sold in the past three months?

TPG VII Magni SPV, L.P. reports sales over the past three months of 3,202,754 shares of Life Time Group Holdings, Inc. common stock, for total proceeds of $138,230,862.64. A sale date of 08/10/2026 is listed for these shares.

What total recent sales by the broader selling group in Life Time Group Holdings (LTH) are disclosed?

The remarks state that the selling stockholders, including TPG VII Magni SPV, L.P. and related entities, have filed separate Forms 144 covering aggregate sales of 13,724,331 shares of Life Time Group Holdings, Inc. common stock during the past three months.

How were the Life Time Group Holdings (LTH) shares held by TPG VII Magni SPV originally acquired?

The filing states that the shares of Life Time Group Holdings, Inc. common stock were originally acquired from the issuer and/or upon the automatic conversion of shares of Preferred Stock of the issuer into shares of common stock. An acquisition date of 10/12/2021 is listed.

Which broker is named for the proposed Life Time Group Holdings (LTH) share sale?

The proposed sale of 1,801,336 shares of Life Time Group Holdings, Inc. common stock is to be executed through J.P. Morgan Securities LLC, as identified in the Form 144 under the securities information section.

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Available on EDGAR 08/26/2026 - 09:52 PM Accepted by SEC EDGAR 08/26/2026 - 09:52 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	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	J.P. Morgan Securities LLC 270 Park Avenue New York NY 10017	1801336	80249518.80	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			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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
TPG VII Magni SPV, L.P. 301 Commerce Street, Suite 3300 Fort Worth TX 76102	Common stock, par value $0.01 per share	08/10/2026	3202754	138230862.64

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 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)