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Partners Group funds sell 329,921 Life Time shares

Life Time Group Holdings, Inc. reported that investment entities associated with Partners Group sold a combined 329,921 shares of its common stock at $28.60 per share in a single transaction on June 4, 2026.

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Form Type
4

Rhea-AI Filing Summary

Life Time Group Holdings, Inc. reported that investment entities associated with Partners Group sold a combined 329,921 shares of its common stock at $28.60 per share in a single transaction on June 4, 2026.

The shares were sold in private transactions exempt from registration under the Securities Act of 1933 by Partners Group Private Equity Fund, LLC, Partners Group Private Equity II, LLC, Partners Group Access 83 PF LP, and Partners Group Series Access II, LLC, Series 61. After these sales, the entities together report indirect ownership of 1,651,322 Life Time shares.

Insider Partners Group Private Equity Fund, LLC, Partners Group Private Equity II, LLC, Partners Group Series Access II, LLC, Partners Group Access 83 PF LP
Role Insider | Insider | Insider | Insider
Sold 329,921 shs ($9.44M)
Share of Position Sold 16.7%
Type Security Shares Price Value
Sale Common Stock 329,921 $28.60 $9.44M
Holdings After Transaction: Common Stock — 1,651,322 shares (Indirect, See footnote)
Holdings Before and After: Common Stock, 1,981,243 to 1,651,322 shares (Indirect, See footnote)
Other Insiders: 8 other insiders reported open-market sales of this stock in the 30 days up to this filing.
Footnotes (3)
  1. F1. Represents 173,733 shares sold by Partners Group Private Equity Fund, LLC ("PG PE Fund"), 382 shares sold by Partners Group Private Equity II, LLC ("PG PE II"), 11,990 shares sold by Partners Group Access 83 PF LP ("PG Access 83"), and 143,816 shares sold by Partners Group Series Access II, LLC, Series 61 ("PG Series 61"), in each case in a private transaction exempt from registration under the Securities Act of 1933.
  2. F2. 867,472 of such shares of Common Stock are directly held by PG PE Fund, 1,906 of such shares are directly held by PG PE II, 63,856 of such shares are directly held by PG Access 83 and 718,088 of such shares are directly held by PG Series 61.
  3. F3. The investment manager of PG PE Fund is Partners Group (USA) Inc. ("PG USA"). PG USA, PG PE II, PG Access 83 and PG Series 61 are indirectly controlled by Partners Group Holding AG. Each of PG PE Fund, PG PE II, PG Access 83 and PG Series 61 disclaims beneficial ownership of any securities that it does not directly beneficially own, except to the extent of its pecuniary interest, if any, therein.
Shares sold 329,921 shares Common stock sold on June 4, 2026
Sale price $28.60 per share Average price for the June 4, 2026 transaction
Shares held after sale 1,651,322 shares Indirect ownership reported following the transaction
Shares held by PG PE Fund 867,472 shares Directly held by Partners Group Private Equity Fund, LLC
Shares held by PG PE II 1,906 shares Directly held by Partners Group Private Equity II, LLC
Shares held by PG Access 83 63,856 shares Directly held by Partners Group Access 83 PF LP
Shares held by PG Series 61 718,088 shares Directly held by Partners Group Series Access II, LLC, Series 61
private transaction exempt from registration regulatory
"in each case in a private transaction exempt from registration under the Securities Act of 1933"
beneficial ownership financial
"disclaims beneficial ownership of any securities that it does not directly beneficially own"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of its pecuniary interest, if any, therein"
indirectly controlled financial
"PG USA, PG PE II, PG Access 83 and PG Series 61 are indirectly controlled by Partners Group Holding AG"

FAQ

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

What did Partners Group entities do in this Life Time Group (LTH) Form 4?
Investment entities associated with Partners Group sold a combined 329,921 Life Time Group common shares. The transaction involved several affiliated funds and was reported as an indirect ownership change for these entities.

How many Life Time Group (LTH) shares were sold and at what price?
The entities sold 329,921 shares of Life Time Group common stock at an average price of $28.60 per share. This reflects a sizable block trade executed in a single reported transaction.

Which Partners Group entities sold Life Time Group (LTH) shares?
Shares were sold by Partners Group Private Equity Fund, LLC, Partners Group Private Equity II, LLC, Partners Group Access 83 PF LP, and Partners Group Series Access II, LLC, Series 61. Each entity disposed of a specific portion of the total shares sold.

How many Life Time Group (LTH) shares do the Partners Group entities hold after the sale?
Following the reported sale, the related Partners Group entities together report indirect ownership of 1,651,322 Life Time Group common shares. This filing shows a reduced but still substantial remaining position.

Was the Life Time Group (LTH) share sale an open-market or private transaction?
The sale was executed as a private transaction exempt from registration under the Securities Act of 1933. This means it did not occur through standard open-market trading on a public exchange.

Do the Partners Group entities fully disclaim beneficial ownership of all Life Time Group (LTH) shares?
Each entity disclaims beneficial ownership of any Life Time Group securities it does not directly own, except to the extent of its pecuniary interest. This limits their reported economic exposure to the shares they actually benefit from.

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

Form 4 Insider Transactions: What Each Field Means →
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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Partners Group Private Equity Fund, LLC
(Last)(First)(Middle)
C/O PARTNERS GROUP (USA) INC.
1114 AVENUE OF THE AMERICAS, 37TH FLOOR
(Street)
NEW YORK NEW YORK 10036
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Life Time Group Holdings, Inc. [ LTH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
Officer (give title below)XOther (specify below)
Member of 10% Owner Group
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock06/04/2026S329,921(1)D$28.61,651,322(2)ISee footnote(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Partners Group Private Equity Fund, LLC
(Last)(First)(Middle)
C/O PARTNERS GROUP (USA) INC.
1114 AVENUE OF THE AMERICAS, 37TH FLOOR
(Street)
NEW YORK NEW YORK 10036
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
Member of 10% Owner Group
1. Name and Address of Reporting Person*
Partners Group Private Equity II, LLC
(Last)(First)(Middle)
C/O PARTNERS GROUP (USA) INC.
1114 AVENUE OF THE AMERICAS, 37TH FLOOR
(Street)
NEW YORK NEW YORK 10036
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
Member of 10% Owner Group
1. Name and Address of Reporting Person*
Partners Group Series Access II, LLC
(Last)(First)(Middle)
C/O PARTNERS GROUP (USA) INC.
1114 AVENUE OF THE AMERICAS, 37TH FLOOR
(Street)
NEW YORK NEW YORK 10036
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
Member of 10% Owner Group
1. Name and Address of Reporting Person*
Partners Group Access 83 PF LP
(Last)(First)(Middle)
C/O PARTNERS GROUP (USA) INC.
1114 AVENUE OF THE AMERICAS, 37TH FLOOR
(Street)
NEW YORK NEW YORK 10036
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
Member of 10% Owner Group
Explanation of Responses:
1. Represents 173,733 shares sold by Partners Group Private Equity Fund, LLC ("PG PE Fund"), 382 shares sold by Partners Group Private Equity II, LLC ("PG PE II"), 11,990 shares sold by Partners Group Access 83 PF LP ("PG Access 83"), and 143,816 shares sold by Partners Group Series Access II, LLC, Series 61 ("PG Series 61"), in each case in a private transaction exempt from registration under the Securities Act of 1933.
2. 867,472 of such shares of Common Stock are directly held by PG PE Fund, 1,906 of such shares are directly held by PG PE II, 63,856 of such shares are directly held by PG Access 83 and 718,088 of such shares are directly held by PG Series 61.
3. The investment manager of PG PE Fund is Partners Group (USA) Inc. ("PG USA"). PG USA, PG PE II, PG Access 83 and PG Series 61 are indirectly controlled by Partners Group Holding AG. Each of PG PE Fund, PG PE II, PG Access 83 and PG Series 61 disclaims beneficial ownership of any securities that it does not directly beneficially own, except to the extent of its pecuniary interest, if any, therein.
Remarks:
The Reporting Persons may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934 by virtue of being parties to the Life Time Group Holdings, Inc. Third Amended and Restated Stockholders Agreement (the "Stockholders Agreement"). Each Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such Reporting Person. This report shall not be deemed an admission that the Reporting Persons are members of a group or the beneficial owners of any securities not directly owned by the Reporting Persons. The Reporting Persons disclaim beneficial ownership of any such securities except to the extent of their pecuniary interest, if any, therein. Pursuant to the Stockholders Agreement, Mr. Andres Small, an employee of an affiliate of the Reporting Persons, serves on the Issuer's board of directors as the Reporting Persons' representative.
By: /s/ Janel Gruber-Stevens, Authorized Signatory of Partners Group AG, attorney-in-fact for Partners Group (USA) Inc., investment manager of Partners Group Private Equity Fund, LLC06/05/2026
By: /s/ Rebecca Connelly, Authorized Signatory of Partners Group AG, attorney-in-fact for Partners Group (USA) Inc., investment manager of Partners Group Private Equity Fund, LLC06/05/2026
By: /s/ Janel Gruber-Stevens, Authorized Signatory of Partners Group AG, attorney-in-fact for Partners Group US Management II LLC, manager of Partners Group Private Equity II, LLC06/05/2026
By: /s/ Rebecca Connelly, Authorized Signatory of Partners Group AG, attorney-in-fact for Partners Group US Management II LLC, manager of Partners Group Private Equity II, LLC06/05/2026
By: /s/ Janel Gruber-Stevens, Authorized Signatory of Partners Group AG, attorney-in-fact for Partners Group US Management II LLC, manager of Partners Group Series Access II, LLC, Series 6106/05/2026
By: /s/ Rebecca Connelly, Authorized Signatory of Partners Group AG, attorney-in-fact for Partners Group US Management II LLC, manager of Partners Group Series Access II, LLC, Series 6106/05/2026
By: /s/ Janel Gruber-Stevens, Authorized Signatory of Partners Group Management (Scots) LLP, general partner of Partners Group Access 83 PF LP06/05/2026
By: /s/ Rebecca Connelly, Authorized Signatory of Partners Group Management (Scots) LLP, general partner of Partners Group Access 83 PF LP06/05/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

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