[Form 4] Life Time Group Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Partners Group entities reported a coordinated sale of Life Time Group Holdings, Inc. (LTH) common stock. On 09/11/2025 the reporting group disposed of 745,707 shares at $28.95 per share. After the reported transactions the group collectively beneficially owns 3,720,500 shares, held indirectly by four Partners Group entities with holdings of 1,959,184, 4,306, 135,209 and 1,621,801 shares, respectively. The filing identifies Partners Group (USA) Inc. as the investment manager and notes indirect control by Partners Group Holding AG. The report also states that Mr. Andres Small serves on Life Time's board as the reporting persons' representative. The filing disclaims beneficial ownership of securities not directly held by each reporting entity.

Positive

• Continued significant ownership: Reporting group still holds a combined 3,720,500 shares after the sale
• Clear disclosure of the sale price ($28.95) and exact share counts provides transparency

Negative

• Material sale volume: Disposition of 745,707 shares could be viewed as a notable reduction in the group’s position
• No explanation provided for the economic or strategic reason behind the sale in this filing

Insights

Securities Analyst

TL;DR: A large coordinated sale by Partners Group entities reduced their aggregate stake but they remain substantial shareholders with 3.72 million shares.

The Form 4 documents an aggregate disposition of 745,707 shares at $28.95 on 09/11/2025 by multiple Partners Group-affiliated entities. Post-transaction holdings total 3,720,500 shares distributed across four entities, indicating continued meaningful exposure to LTH equity via indirect ownership. The filing clarifies manager relationships and the limit of each entity's beneficial ownership. No derivative transactions or additional material terms are disclosed. This appears to be a portfolio-level sell transaction rather than a change in governance or control based on the information provided.

Corporate Governance Expert

TL;DR: Reporting persons remain connected to the issuer via a board representative and a stockholders agreement despite the sale.

The disclosure shows the reporting entities are parties to a stockholders agreement and designate Mr. Andres Small as their board representative. The report includes standard disclaimers that each entity disclaims beneficial ownership of securities it does not directly own. Signatures indicate authorized signatories executed the filing on 09/15/2025. No changes to board composition or governance rights are documented in this filing; it solely reports the sale and updated holdings.

SEC Form 4

FORM 4

UNITED 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
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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 (Master Fund), LLC

(Last) (First) (Middle)

C/O PARTNERS GROUP (USA) INC.

1114 AVENUE OF THE AMERICAS, 37TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

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)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Member of 10% Owner Group

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/11/2025		S		745,707(1)	D	$28.95	3,720,500(2)	I	See 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Partners Group Private Equity (Master Fund), LLC

(Last) (First) (Middle)

C/O PARTNERS GROUP (USA) INC.

1114 AVENUE OF THE AMERICAS, 37TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (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 NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (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 NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (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 NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Member of 10% Owner Group

Explanation of Responses:

1. Represents 392,683 shares sold by Partners Group Private Equity (Master Fund), LLC ("PG Master Fund"), 863 shares sold by Partners Group Private Equity II, LLC ("PG PE II"), 27,100 shares sold by Partners Group Access 83 PF LP ("PG Access 83"), and 325,061 shares sold by Partners Group Series Access II, LLC, Series 61 ("PG Series 61").

2. 1,959,184 of such shares of Common Stock are directly held by PG Master Fund, 4,306 of such shares are directly held by PG PE II, 135,209 of such shares are directly held by PG Access 83 and 1,621,801 of such shares are directly held by PG Series 61.

3. The investment manager of PG Master 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 Master 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 (Master Fund), LLC	09/15/2025
	By: /s/ Hayley Elliott, Authorized Signatory of Partners Group AG, attorney-in-fact for Partners Group (USA) Inc., investment manager of Partners Group Private Equity (Master Fund), LLC	09/15/2025
	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, LLC	09/15/2025
	By: /s/ Hayley Elliott, Authorized Signatory of Partners Group AG, attorney-in-fact for Partners Group US Management II LLC, manager of Partners Group Private Equity II, LLC	09/15/2025
	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 61	09/15/2025
	By: /s/ Hayley Elliott, 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 61	09/15/2025
	By: /s/ Janel Gruber-Stevens, Authorized Signatory of Partners Group Management (Scots) LLP, general partner of Partners Group Access 83 PF LP	09/15/2025
	By: /s/ Hayley Elliott, Authorized Signatory of Partners Group Management (Scots) LLP, general partner of Partners Group Access 83 PF LP	09/15/2025
	** Signature of Reporting Person	Date
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.
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FAQ

What did Partners Group sell in the Form 4 for LTH?

The filing reports a sale of 745,707 shares of Life Time Group Holdings, Inc. common stock on 09/11/2025 at a price of $28.95 per share.

How many LTH shares do the reporting entities own after the sale?

After the reported transactions the reporting persons beneficially own a total of 3,720,500 shares, held indirectly across four entities.

Which Partners Group entities are involved in this filing?

The filing identifies Partners Group Private Equity (Master Fund), LLC, Partners Group Private Equity II, LLC, Partners Group Series Access II, LLC (Series 61), and Partners Group Access 83 PF LP as reporting persons.

Who manages the reported holdings and who controls the reporting entities?

The investment manager of PG Master Fund is Partners Group (USA) Inc., and the reporting entities are indirectly controlled by Partners Group Holding AG as stated in the filing.

Does the filing indicate any change to Life Time’s board or governance?

No. The filing states that Mr. Andres Small serves on the issuer’s board as the reporting persons’ representative; it does not disclose any board changes.