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

Partners Group funds sell 747K Life Time (NYSE: LTH) shares, retain stake

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Life Time Group Holdings, Inc. insider entities associated with Partners Group reported an open-market sale of 747,178 shares of Common Stock at $31.46 per share. The transaction was effected indirectly through several investment vehicles, rather than by an individual executive.

According to the disclosure, 392,665 shares were sold by Partners Group Private Equity Fund, LLC, 863 by Partners Group Private Equity II, LLC, 28,604 by Partners Group Access 83 PF LP, and 325,046 by Partners Group Series Access II, LLC, Series 61. After these sales, the reporting entities together still hold 2,431,203 shares of Life Time common stock through these vehicles.

Positive

  • None.

Negative

  • None.

Insights

Partners Group vehicles made a sizable but partial open-market share sale.

The filing shows investment vehicles linked to Partners Group sold 747,178 shares of Life Time common stock in an open-market transaction at $31.46 per share. The transaction is categorized as an indirect sale by fund entities, not by a company executive.

Post-transaction, these vehicles still hold 2,431,203 shares across four entities, indicating they retain a substantial position despite the reduction. The filing notes that each entity disclaims beneficial ownership beyond its pecuniary interest, underscoring that the interests are held for investment through fund structures.

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 null | null | null | null
Sold 747,178 shs ($23.51M)
Type Security Shares Price Value
Sale Common Stock 747,178 $31.46 $23.51M
Holdings After Transaction: Common Stock — 2,431,203 shares (Indirect, See footnote)
Footnotes (1)
  1. Represents 392,665 shares sold by Partners Group Private Equity Fund, LLC ("PG PE Fund"), 863 shares sold by Partners Group Private Equity II, LLC ("PG PE II"), 28,604 shares sold by Partners Group Access 83 PF LP ("PG Access 83"), and 325,046 shares sold by Partners Group Series Access II, LLC, Series 61 ("PG Series 61"). 1,277,673 of such shares of Common Stock are directly held by PG PE Fund, 2,808 of such shares are directly held by PG PE II, 93,071 of such shares are directly held by PG Access 83 and 1,057,651 of such shares are directly held by PG Series 61. 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 747,178 shares Open-market sale of Life Time common stock
Sale price $31.46 per share Price for the 747,178 shares sold
Post-sale holdings 2,431,203 shares Total Life Time shares held after transaction
PG PE Fund shares sold 392,665 shares Portion of sale by Partners Group Private Equity Fund, LLC
PG PE II shares sold 863 shares Portion of sale by Partners Group Private Equity II, LLC
PG Access 83 shares sold 28,604 shares Portion of sale by Partners Group Access 83 PF LP
PG Series 61 shares sold 325,046 shares Portion of sale by Partners Group Series Access II, LLC, Series 61
open-market sale financial
"transaction_action: open-market sale"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
indirect ownership financial
"ownership_type: indirect; nature_of_ownership: See footnote"
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"
investment manager financial
"The investment manager of PG PE Fund is Partners Group (USA) Inc."
Form 4 Insider Transactions: What Each Field Means →
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)
05/07/2026		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 Stock05/07/2026S747,178(1)D$31.462,431,203(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 392,665 shares sold by Partners Group Private Equity Fund, LLC ("PG PE Fund"), 863 shares sold by Partners Group Private Equity II, LLC ("PG PE II"), 28,604 shares sold by Partners Group Access 83 PF LP ("PG Access 83"), and 325,046 shares sold by Partners Group Series Access II, LLC, Series 61 ("PG Series 61").
2. 1,277,673 of such shares of Common Stock are directly held by PG PE Fund, 2,808 of such shares are directly held by PG PE II, 93,071 of such shares are directly held by PG Access 83 and 1,057,651 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, LLC05/11/2026
By: /s/ Ryan Saunders, Authorized Signatory of Partners Group AG, attorney-in-fact for Partners Group (USA) Inc., investment manager of Partners Group Private Equity Fund, LLC05/11/2026
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, LLC05/11/2026
By: /s/ Ryan Saunders, Authorized Signatory of Partners Group AG, attorney-in-fact for Partners Group US Management II LLC, manager of Partners Group Private Equity II, LLC05/11/2026
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 6105/11/2026
By: /s/ Ryan Saunders, 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 6105/11/2026
By: /s/ Janel Gruber-Stevens, Authorized Signatory of Partners Group Management (Scots) LLP, general partner of Partners Group Access 83 PF LP05/11/2026
By: /s/ Ryan Saunders, Authorized Signatory of Partners Group Management (Scots) LLP, general partner of Partners Group Access 83 PF LP05/11/2026
** 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

FAQ

How many Life Time Group (LTH) shares did Partners Group entities sell?

The reporting entities associated with Partners Group sold 747,178 shares of Life Time Group common stock. The sale was reported as an open-market transaction, meaning the shares were sold on the market rather than via a private agreement.

At what price were Life Time Group (LTH) shares sold in this Form 4?

The reported sale price was $31.46 per share of Life Time Group common stock. This price reflects the average transaction price disclosed for the open-market sale of 747,178 shares by the Partners Group investment vehicles.

How many Life Time Group (LTH) shares do the Partners Group vehicles still hold?

After the reported sale, the entities together hold 2,431,203 shares of Life Time common stock. These are spread across multiple vehicles, including PG PE Fund, PG PE II, PG Access 83, and PG Series 61, as described in the filing footnotes.

Which Partners Group entities sold Life Time Group (LTH) shares in this filing?

The sale involved four entities: 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 sold a different portion of the total 747,178 shares.

Was the Life Time Group (LTH) transaction a direct insider sale?

No. The transaction was reported as an indirect open-market sale by investment vehicles tied to Partners Group. The filing specifies fund-level holders and notes that each entity disclaims beneficial ownership beyond its pecuniary interest in the securities.