TPG cuts Life Time stake below 5% ownership

TPG-affiliated funds reduced their stake in Life Time Group Holdings.

Rhea-AI Filing Summary

TPG-affiliated funds reduced their stake in Life Time Group Holdings. On May 21, 2026, the TPG Funds sold 2,152,115 shares of common stock at $32.51 per share. After this sale, the reporting persons beneficially own 9,476,069 shares, or about 4.3% of the 222,602,738 shares outstanding as of May 1, 2026.

As a result of this May 21, 2026 offering, the reporting group ceased to be beneficial owners of more than five percent of Life Time’s common stock, moving below a key disclosure threshold for large shareholders.

Insights

Equity ownership & governance analyst

TPG’s May 2026 sale takes its Life Time stake below 5%.

The filing shows TPG-affiliated funds sold 2,152,115 Life Time shares at $32.51 on May 21, 2026. Following this transaction, they report beneficial ownership of 9,476,069 shares, representing 4.3% of outstanding common stock.

Dropping below the five-percent level matters because it shifts the group out of the largest-shareholder category under Schedule 13D rules. However, they still retain a multi-million-share position, so TPG remains a meaningful, though no longer top-tier, holder.

This appears as a continued liquidity event rather than a complete exit. Future ownership updates in later Schedule 13D/G or other filings would clarify whether TPG maintains, further reduces, or eventually exits its remaining 4.3% stake.

Key Figures

Block sale size: 2,152,115 shares Sale price: $32.51 per share Post-transaction holdings: 9,476,069 shares +5 more

8 metrics

Block sale size 2,152,115 shares Shares of Life Time common stock sold on May 21, 2026

Sale price $32.51 per share Price per Life Time share in May 21, 2026 sale

Post-transaction holdings 9,476,069 shares Shares beneficially owned by reporting persons after sale

Ownership percentage 4.3% Percent of Life Time common stock beneficially owned

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

Schedule amendment number Amendment No. 8 Eighth amendment to prior Schedule 13D

Sole voting power 0 shares Sole voting power reported for each reporting person

Shared voting power 9,476,069 shares Shared voting and dispositive power over Life Time shares

Key Terms

Schedule 13D, beneficially own, shared voting power, shared dispositive power, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 8 amends and supplements the filed by the Reporting Persons… with respect to the Common Stock of the Issuer."

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 own financial

"the Reporting Persons may be deemed to beneficially own 9,476,069 shares of Common Stock, which constitutes approximately 4.3%…"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

shared voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 0.00 8 | Shared Voting Power 9,476,069.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"9 | Sole Dispositive Power 0.00 10 | Shared Dispositive Power 9,476,069.00"

Rule 13d-3 regulatory

"Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 9,476,069 shares of Common Stock…"

Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.

beneficial owner of more than five percent regulatory

"on May 21, 2026 the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Common Stock."

FAQ

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

What did TPG disclose about its Life Time Group Holdings (LTH) stake?

TPG-affiliated funds disclosed that after a May 21, 2026 share sale, they beneficially own 9,476,069 Life Time common shares, representing about 4.3% of the company’s 222,602,738 shares outstanding as of May 1, 2026.

How many Life Time (LTH) shares did TPG sell in May 2026 and at what price?

The TPG Funds sold an aggregate 2,152,115 Life Time common shares on May 21, 2026 at a price of $32.51 per share. This block sale reduced their beneficial ownership percentage while leaving a significant remaining position.

What is TPG’s current percentage ownership in Life Time (LTH)?

After the May 21, 2026 transaction, the reporting persons may be deemed to beneficially own 9,476,069 Life Time common shares, which constitutes approximately 4.3% of the outstanding shares, based on 222,602,738 shares outstanding as of May 1, 2026.

Did TPG’s Life Time (LTH) ownership fall below the 5% threshold?

Yes. The filing states that as a result of the May 21, 2026 offering, on that date the reporting persons ceased to be beneficial owners of more than five percent of Life Time’s common stock, moving their holdings below the key 5% disclosure threshold.

How many Life Time (LTH) shares are outstanding according to this filing?

The Schedule 13D/A cites 222,602,738 Life Time common shares outstanding as of May 1, 2026. This figure comes from the company’s Form 10-Q filed on May 5, 2026 and is used to calculate TPG’s 4.3% ownership percentage.

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

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Accepted by SEC EDGAR 05/26/2026 - 04:08 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

Life Time Group Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

53190C102

(CUSIP Number)

Jennifer L. Chu
TPG Inc., 301 Commerce Street, Suite 3300
Fort Worth, TX, 76102
(817) 871-4000

(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

TPG GP 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)

OO

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 9,476,069.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,476,069.00

11

Aggregate amount beneficially owned by each reporting person

9,476,069.00

12

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

13

Percent of class represented by amount in Row (11)

4.3 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 222,602,738 shares of Common Stock (as defined below) outstanding as of May 1, 2026, as reported in the Quarterly Report on Form 10-Q filed by the Issuer (as defined below) with the Securities and Exchange Commission (the "Commission") on May 5, 2026.

SCHEDULE 13D

CUSIP Number(s): 53190C102

1

Name of reporting person

James G. Coulter

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)

OO

5

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

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,476,069.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,476,069.00

11

Aggregate amount beneficially owned by each reporting person

9,476,069.00

12

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

13

Percent of class represented by amount in Row (11)

4.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 222,602,738 shares of Common Stock outstanding as of May 1, 2026, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on May 5, 2026.

SCHEDULE 13D

CUSIP Number(s): 53190C102

1

Name of reporting person

Jon Winkelried

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)

OO

5

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

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,476,069.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,476,069.00

11

Aggregate amount beneficially owned by each reporting person

9,476,069.00

12

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

13

Percent of class represented by amount in Row (11)

4.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 222,602,738 shares of Common Stock outstanding as of May 1, 2026, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on May 5, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 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. 8 (the "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons on October 22, 2021, as amended and supplemented by Amendment No. 1 filed on January 18, 2022, Amendment No. 2 filed on August 16, 2024, Amendment No. 3 filed on November 13, 2024, Amendment No. 4 filed on March 5, 2025, Amendment No. 5 filed on June 10, 2025, Amendment No. 6 filed on September 15, 2025 and Amendment No. 7 filed on May 7, 2026 (as so amended, the "Original Schedule 13D" and, as amended and supplemented by this Amendment, the "Schedule 13D"), with respect to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 2.	Identity and Background
(a)	This Amendment amends and restates the second paragraph of Item 2(a) of the Original Schedule 13D in its entirety as set forth below: "TPG GP A exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., a Delaware corporation, which is the managing member of TPG GPCo, LLC, a Delaware limited liability company, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Operating Group II, L.P., a Delaware limited partnership, which is the sole member of each of (i) TPG Holdings III-A, LLC, a Cayman Islands limited liability company, and (ii) TPG Holdings I-A, LLC, a Delaware limited liability company. TPG Holdings III-A, LLC is the general partner of TPG Holdings III-A, L.P., a Cayman Islands limited partnership, which is the general partner of TPG Operating Group III, L.P., a Delaware limited partnership, which is the sole member of each of (i) TPG VII Magni GenPar Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG VII Magni GenPar, L.P., a Delaware limited partnership, which is the general partner of TPG VII Magni SPV, L.P., a Delaware limited partnership, which directly holds 8,281,252 shares of Common Stock, and (ii) TPG Lonestar GenPar I Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Lonestar GenPar I, L.P., a Delaware limited partnership, which is the general partner of TPG Lonestar I, L.P., a Delaware limited partnership, which directly holds 57,505 shares of Common Stock. TPG Holdings I-A, LLC is the general partner of TPG Operating Group I, L.P, a Delaware limited partnership, which is the sole member of TPG GenPar VII Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG GenPar VII, L.P., a Delaware limited partnership, which is the sole member of TPG VII SPV GP, LLC, a Delaware limited liability company, which is the general partner of TPG VII Magni Co-Invest, L.P., a Delaware limited partnership (together with TPG VII Magni SPV, L.P. and TPG Lonestar I, L.P., the "TPG Funds"), which directly holds 1,137,312 shares of Common Stock."
Item 4.	Purpose of Transaction
	This Amendment amends and supplements Item 4 of the Original Schedule 13D by inserting the following after the paragraph titled "June 2025 Lock-Up Agreement": "On May 21, 2026, the TPG Funds sold an aggregate of 2,152,115 shares of Common Stock at a price of $32.51 per share pursuant to Rule 144 under the Securities Act of 1933, as amended (the "May 21, 2026 Offering")."
Item 5.	Interest in Securities of the Issuer
(a)	This Amendment amends and restates the second paragraph of Item 5(a)-(b) of the Original Schedule 13D in its entirety as set forth below: "(a)-(b) The following sentence is based on a total of 222,602,738 shares of Common Stock outstanding as of May 1, 2026, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on May 5, 2026. Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 9,476,069 shares of Common Stock, which constitutes approximately 4.3% of the outstanding shares of Common Stock."
(e)	This Amendment amends and restates Item 5(e) of the Original Schedule 13D in its entirety as set forth below: "As a result of the May 21, 2026 Offering, on May 21, 2026 the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Common Stock."

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.

TPG GP A, LLC

Signature:	/s/ Matthew White
Name/Title:	Matthew White / Vice President
Date:	05/26/2026

James G. Coulter

Signature:	/s/ Gerald Neugebauer
Name/Title:	Gerald Neugebauer, on behalf of James G. Coulter (1)
Date:	05/26/2026

Jon Winkelried

Signature:	/s/ Gerald Neugebauer
Name/Title:	Gerald Neugebauer, on behalf of Jon Winkelried (2)
Date:	05/26/2026

Comments accompanying signature:

(1) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on February 7, 2024 (SEC File No. 001-41617). (2) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Winkelried on February 7, 2024 (SEC File No. 001-41617).