Leonard Green funds sell Life Time (NYSE: LTH) shares in May 2026

Rhea-AI Filing Summary

Leonard Green-affiliated investment entities filed Amendment No. 7 to their Schedule 13D on Life Time Group Holdings, Inc., updating their ownership following a May 2026 secondary share sale. The filing covers Life Time’s common stock, $0.01 par value per share.

On May 21, 2026, Green LTF, Associates VI-A and Associates VI-B sold 2,951,282, 4,999 and 49,819 Life Time shares, respectively, at $32.51 per share in a May 2026 offering. After these sales, Green LTF holds 12,994,914 shares (about 5.8% of outstanding shares), Associates VI-A holds 22,010 shares (about 0.0%), and Associates VI-B holds 219,359 shares (about 0.1%).

The reporting group, which includes multiple Leonard Green and Peridot entities organized in Delaware, now reports beneficial ownership of 13,236,283 Life Time shares in aggregate, representing approximately 5.9% of the company’s common stock outstanding, based on 222,602,738 shares outstanding as of May 1, 2026.

Key Figures

Aggregate beneficial ownership: 13,236,283 shares Ownership percentage: 5.9% Shares sold by Green LTF: 2,951,282 shares +5 more

8 metrics

Aggregate beneficial ownership 13,236,283 shares Life Time common stock held by reporting persons

Ownership percentage 5.9% Percent of Life Time common stock class

Shares sold by Green LTF 2,951,282 shares Sold on May 21, 2026 at $32.51 per share

Shares sold by Associates VI-A 4,999 shares Sold on May 21, 2026 at $32.51 per share

Shares sold by Associates VI-B 49,819 shares Sold on May 21, 2026 at $32.51 per share

Post-sale Green LTF holding 12,994,914 shares Represents approximately 5.8% of outstanding shares

Shares outstanding 222,602,738 shares Life Time common stock outstanding as of May 1, 2026

Sale price $32.51 per share Price for May 21, 2026 share sales

Key Terms

Schedule 13D, beneficially owned, Stockholders Agreement, Voting Group, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 7 amends and supplements the filed on October 22, 2021"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"Number of Shares Beneficially Owned by Each Reporting Person With"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Stockholders Agreement legal

"by virtue of the agreements made pursuant to the Stockholders Agreement, the Voting Group members may be deemed"

Voting Group financial

"Shares beneficially owned by the other members of the Voting Group are not the subject of this"

dispositive power financial

"Sole Dispositive Power 0.00 10 | Shared Dispositive Power 13,236,283.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

percent of class financial

"Percent of class represented by amount in Row (11) 5.9 %"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

Life Time Group Holdings, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

53190C102

(CUSIP Number)

Jennifer Bellah Maguire
333 South Grand Avenue,
Los Angeles, CA, 90071-3197
213-229-7986

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/21/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 53190C102

1

Name of reporting person

Green LTF Holdings II LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,236,283.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,236,283.00

11

Aggregate amount beneficially owned by each reporting person

13,236,283.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 53190C102

1

Name of reporting person

Green Equity Investors VI, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,236,283.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,236,283.00

11

Aggregate amount beneficially owned by each reporting person

13,236,283.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 53190C102

1

Name of reporting person

Green Equity Investors Side VI, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,236,283.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,236,283.00

11

Aggregate amount beneficially owned by each reporting person

13,236,283.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 53190C102

1

Name of reporting person

LGP Associates VI-A LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,236,283.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,236,283.00

11

Aggregate amount beneficially owned by each reporting person

13,236,283.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 53190C102

1

Name of reporting person

LGP Associates VI-B LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,236,283.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,236,283.00

11

Aggregate amount beneficially owned by each reporting person

13,236,283.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 53190C102

1

Name of reporting person

GEI Capital VI, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,236,283.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,236,283.00

11

Aggregate amount beneficially owned by each reporting person

13,236,283.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 53190C102

1

Name of reporting person

Green VI Holdings, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,236,283.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,236,283.00

11

Aggregate amount beneficially owned by each reporting person

13,236,283.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 53190C102

1

Name of reporting person

Leonard Green & Partners, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,236,283.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,236,283.00

11

Aggregate amount beneficially owned by each reporting person

13,236,283.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 53190C102

1

Name of reporting person

LGP Management Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,236,283.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,236,283.00

11

Aggregate amount beneficially owned by each reporting person

13,236,283.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 53190C102

1

Name of reporting person

Peridot Coinvest Manager LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,236,283.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,236,283.00

11

Aggregate amount beneficially owned by each reporting person

13,236,283.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.01 par value per share
(b)	Name of Issuer: Life Time Group Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2902 Corporate Place, Chanhassen, MINNESOTA , 55317.
Item 1 Comment: This Amendment No. 7 (this "Amendment") amends and supplements the Schedule 13D filed on October 22, 2021, as amended by Amendment No. 1, filed on August 16, 2024, Amendment No. 2, filed on November 13, 2024, Amendment No. 3, filed on March 5, 2025, Amendment No. 4, filed on June 10, 2025, Amendment No. 5, filed on September 15, 2025 and Amendment No. 6, filed on May 7, 2026 (as so amended, the "Initial Statement" and, as further amended by this Amendment, the "Schedule 13D"), and relates to the common stock, $0.01 par value per share (the "Common Stock"), of Life Time Group Holdings, Inc. (the "Issuer"). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Initial Statement and unless amended hereby, all information in the Initial Statement remains in effect.
Item 2.	Identity and Background
(a)	Item 2(a) of the Initial Statement is hereby amended and supplemented by replacing the first sentence of the second paragraph with the following: As of the date of this statement, (i) Green LTF is the record owner of 12,994,914 shares of Common Stock, (ii) Associates VI-A is the record owner of 22,010 shares of Common Stock, and (iii) Associates VI-B is the record owner of 219,359 shares of Common Stock.
Item 4.	Purpose of Transaction
	Item 4 of the Initial Statement is hereby amended and supplemented by adding the following at the end of Item 4 of the Initial Statement: May 2026 Offering On May 21, 2026, Green LTF, Associates VI-A and Associates VI-B sold 2,951,282, 4,999, and 49,819 shares of Common Stock, respectively, at a price of $32.51 per share pursuant to Rule 144 of the Securities Act of 1933, as amended (the "Securities Act").
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Initial Statement is hereby amended and restated as follows: The information set forth in or incorporated by reference in Items 2, 3 and 4 and on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5. As of the date hereof, Green LTF holds 12,994,914 shares of Common Stock, representing approximately 5.8% of the issued and outstanding shares of Common Stock, Associates VI-A holds 22,010 shares of Common Stock, representing approximately 0.0% of the issued and outstanding shares of Common Stock and Associates VI-B holds 219,359 shares of Common Stock, representing approximately 0.1% of the issued and outstanding shares of Common Stock. Ownership percentages set forth in this Schedule 13D are based upon a total of 222,602,738 shares of Common Stock outstanding as of May 1, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2026. In addition, as discussed in Item 2 above, by virtue of the agreements made pursuant to the Stockholders Agreement, the Voting Group members may be deemed to be acting as a group for purposes of Rule 13d-3 under the Exchange Act. Shares beneficially owned by the other members of the Voting Group are not the subject of this Schedule 13D and accordingly, none of the other members of the Voting Group are included as reporting persons herein.
(b)	See Item 5(a) above.
(c)	On May 21, 2026, Green LTF, Associates VI-A and Associates VI-B sold 2,951,282, 4,999 and 49,819 shares of Common Stock, respectively, at a price of $32.51 per share.
(d)	Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, any of the shares of Common Stock beneficially owned by the Reporting Persons as described in this Item 5.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Green LTF Holdings II LP

Signature:	/s/ Andrew Goldberg
Name/Title:	By Peridot Coinvest Manager LLC, by Andrew Goldberg, Senior Vice President, General Counsel and Secretary
Date:	05/26/2026

Green Equity Investors VI, L.P.

Signature:	/s/ Andrew Goldberg
Name/Title:	By GEI Capital VI, LLC, its general partner, by Andrew Goldberg, Senior Vice President, General Counsel and Secretary
Date:	05/26/2026

Green Equity Investors Side VI, L.P.

Signature:	/s/ Andrew Goldberg
Name/Title:	By GEI Capital VI, LLC, its general partner, by Andrew Goldberg, Senior Vice President, General Counsel and Secretary
Date:	05/26/2026

LGP Associates VI-A LLC

Signature:	/s/ Andrew Goldberg
Name/Title:	By Peridot Coinvest Manager LLC, by Andrew Goldberg, Senior Vice President, General Cousnel and Secretary
Date:	05/26/2026

LGP Associates VI-B LLC

Signature:	/s/ Andrew Goldberg
Name/Title:	By Peridot Coinvest Manager LLC, by Andrew Goldberg, Senior Vice President, General Counsel and Secretary
Date:	05/26/2026

GEI Capital VI, LLC

Signature:	/s/ Andrew Goldberg
Name/Title:	By Andrew Goldberg, Senior Vice President, General Counsel and Secretary
Date:	05/26/2026

Green VI Holdings, LLC

Signature:	/s/ Andrew Goldberg
Name/Title:	By LGP Management, Inc., its managing member, by Andrew Goldberg, Senior Vice President, General Counsel and Secretary
Date:	05/26/2026

Leonard Green & Partners, L.P.

Signature:	/s/ Andrew Goldberg
Name/Title:	By LGP Management, Inc., its managing member, by Andrew Goldberg, Senior Vice President, General Counsel and Secretary
Date:	05/26/2026

LGP Management Inc.

Signature:	/s/ Andrew Goldberg
Name/Title:	By Andrew Goldberg, Senior Vice President, General Counsel and Secretary
Date:	05/26/2026

Peridot Coinvest Manager LLC

Signature:	/s/ Andrew Goldberg
Name/Title:	By Andrew Goldberg, Senior Vice President, General Counsel and Secretary
Date:	05/26/2026

FAQ

What does the latest Schedule 13D/A disclose about Life Time (LTH) ownership?

The filing shows Leonard Green-affiliated entities beneficially own 13,236,283 Life Time shares, about 5.9% of outstanding common stock. These figures use 222,602,738 shares outstanding as of May 1, 2026, from Life Time’s Form 10-Q.

How many Life Time (LTH) shares did Leonard Green entities sell in May 2026?

On May 21, 2026, Green LTF, Associates VI-A and Associates VI-B sold 2,951,282, 4,999 and 49,819 Life Time shares. Each sale occurred at a price of $32.51 per share as part of a May 2026 offering.

What are the current Life Time (LTH) shareholdings of Green LTF, Associates VI-A and VI-B?

Following the May 2026 sales, Green LTF holds 12,994,914 Life Time shares, Associates VI-A holds 22,010 shares, and Associates VI-B holds 219,359 shares. These positions represent about 5.8%, 0.0%, and 0.1% of outstanding common stock, respectively.

Which entities are reporting on this Life Time (LTH) Schedule 13D/A amendment?

Reporting persons include Green LTF Holdings II, various Green Equity Investors VI and Side VI funds, several LGP Associates VI and GEI Capital VI entities, Green VI Holdings, LLC, Leonard Green & Partners, L.P., LGP Management Inc. and Peridot Coinvest Manager LLC.

What percentage of Life Time (LTH) does each Leonard Green-related holder represent?

Green LTF’s 12,994,914 shares equal roughly 5.8% of Life Time’s outstanding stock. Associates VI-A’s 22,010 shares represent about 0.0%, while Associates VI-B’s 219,359 shares represent about 0.1%, based on 222,602,738 shares outstanding.

What reference share count did the Schedule 13D/A use for Life Time (LTH)?

Ownership percentages are calculated using 222,602,738 Life Time common shares outstanding as of May 1, 2026. This total outstanding share figure comes from Life Time’s Quarterly Report on Form 10-Q filed on May 5, 2026.