Leonard Green group cuts Life Time stake to 2.6%

Life Time Group Holdings, Inc. received an ownership update from a group of investment entities affiliated with Leonard Green & Partners regarding their holdings of its common stock.

Rhea-AI Filing Summary

Life Time Group Holdings, Inc. received an ownership update from a group of investment entities affiliated with Leonard Green & Partners regarding their holdings of its common stock. The reporting group, including Green LTF Holdings II and related Delaware entities, now reports beneficial ownership of 5,908,604 shares of common stock, representing 2.6% of the issued and outstanding shares.

The change follows an August 10, 2026 underwritten offering in which Green LTF sold 5,025,751 shares, Associates VI-A sold 8,512 shares, and Associates VI-B sold 84,836 shares, all at $43.16 per share. After these sales, Green LTF holds 5,800,858 shares, Associates VI-A holds 9,825 shares, and Associates VI-B holds 97,921 shares. Based on 223,461,948 shares outstanding as of July 27, 2026, the reporting group states that, as of August 10, 2026, it ceased to be the beneficial owner of more than five percent of Life Time’s common stock.

Key Figures

Beneficial ownership: 5,908,604 shares Ownership percentage: 2.6% Shares outstanding: 223,461,948 shares +5 more

8 metrics

Beneficial ownership 5,908,604 shares Shares of Life Time common stock beneficially owned by reporting group

Ownership percentage 2.6% Portion of Life Time common stock outstanding held by reporting group

Shares outstanding 223,461,948 shares Life Time common stock outstanding as of July 27, 2026

Sale price $43.16 per share Price for August 10, 2026 sales by Green LTF, Associates VI-A and VI-B

Green LTF shares sold 5,025,751 shares Shares of Life Time common stock sold on August 10, 2026

Green LTF remaining holdings 5,800,858 shares Life Time common stock held by Green LTF as of the statement date

Associates VI-A remaining holdings 9,825 shares Life Time common stock held by Associates VI-A

Associates VI-B remaining holdings 97,921 shares Life Time common stock held by Associates VI-B

Key Terms

beneficial owner, Schedule 13D, Stockholders Agreement, Voting Group, +1 more

5 terms

beneficial owner regulatory

"ceased to be the beneficial owner of more than five percent of the shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Schedule 13D regulatory

"This Amendment No. 8 amends and supplements the Schedule 13D 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.

Stockholders Agreement regulatory

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

Voting Group regulatory

"the Voting Group members may be deemed to be acting as a group for purposes of Rule 13d-3"

dispositive power financial

"Sole Dispositive Power 0.00 Shared Dispositive Power 5,908,604.00"

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.

FAQ

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

What stake do Leonard Green-affiliated holders report in Life Time Group Holdings (LTH) now?

They report beneficial ownership of 5,908,604 shares of Life Time common stock, representing 2.6% of outstanding shares, based on 223,461,948 shares outstanding as of July 27, 2026.

How many Life Time (LTH) shares did the reporting group sell in the August 10, 2026 offering?

On August 10, 2026, Green LTF, Associates VI-A and VI-B sold 5,025,751, 8,512 and 84,836 shares of Life Time common stock, respectively, in an offering priced at $43.16 per share.

What are the current individual holdings of Green LTF and its affiliates in Life Time (LTH)?

Green LTF holds 5,800,858 shares, Associates VI-A holds 9,825 shares, and Associates VI-B holds 97,921 shares of Life Time common stock as of the date of the statement.

Did the Leonard Green reporting group fall below the 5% ownership threshold in Life Time (LTH)?

Yes. The reporting persons state that, as a result of the August 10, 2026 offering, they ceased to be beneficial owners of more than five percent of Life Time’s common stock on that date.

What ownership baseline does the Life Time (LTH) Schedule 13D/A use for calculating percentages?

Ownership percentages are calculated using 223,461,948 shares of Life Time common stock outstanding as of July 27, 2026, as reported by the company in its Form 10-Q filed on July 30, 2026.

Who are the main reporting entities in the Life Time (LTH) Schedule 13D/A amendment?

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

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

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Available on EDGAR 08/12/2026 - 06:26 PM Accepted by SEC EDGAR 08/12/2026 - 06:25 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, $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)

08/10/2026

(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 5,908,604.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,908,604.00

11

Aggregate amount beneficially owned by each reporting person

5,908,604.00

12

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

13

Percent of class represented by amount in Row (11)

2.6 %

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 5,908,604.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,908,604.00

11

Aggregate amount beneficially owned by each reporting person

5,908,604.00

12

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

13

Percent of class represented by amount in Row (11)

2.6 %

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 5,908,604.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,908,604.00

11

Aggregate amount beneficially owned by each reporting person

5,908,604.00

12

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

13

Percent of class represented by amount in Row (11)

2.6 %

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 5,908,604.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,908,604.00

11

Aggregate amount beneficially owned by each reporting person

5,908,604.00

12

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

13

Percent of class represented by amount in Row (11)

2.6 %

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 5,908,604.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,908,604.00

11

Aggregate amount beneficially owned by each reporting person

5,908,604.00

12

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

13

Percent of class represented by amount in Row (11)

2.6 %

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 5,908,604.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,908,604.00

11

Aggregate amount beneficially owned by each reporting person

5,908,604.00

12

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

13

Percent of class represented by amount in Row (11)

2.6 %

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 5,908,604.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,908,604.00

11

Aggregate amount beneficially owned by each reporting person

5,908,604.00

12

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

13

Percent of class represented by amount in Row (11)

2.6 %

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 5,908,604.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,908,604.00

11

Aggregate amount beneficially owned by each reporting person

5,908,604.00

12

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

13

Percent of class represented by amount in Row (11)

2.6 %

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 5,908,604.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,908,604.00

11

Aggregate amount beneficially owned by each reporting person

5,908,604.00

12

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

13

Percent of class represented by amount in Row (11)

2.6 %

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 5,908,604.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,908,604.00

11

Aggregate amount beneficially owned by each reporting person

5,908,604.00

12

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

13

Percent of class represented by amount in Row (11)

2.6 %

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. 8 (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, Amendment No. 6, filed on May 7, 2026 and Amendment No. 7, filed on May 26, 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 5,800,858 shares of Common Stock, (ii) Associates VI-A is the record owner of 9,825 shares of Common Stock, and (iii) Associates VI-B is the record owner of 97,921 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: August 2026 Offering On August 10, 2026, Green LTF, Associates VI-A and Associates VI-B sold 5,025,751, 8,512, and 84,836 shares of Common Stock, respectively, at a price of $43.16 per share pursuant to Rule 144 of the Securities Act of 1933, as amended (the "August 10, 2026 Offering").
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 5,800,858 shares of Common Stock, representing approximately 2.6% of the issued and outstanding shares of Common Stock, Associates VI-A holds 9,825 shares of Common Stock, representing approximately 0.0% of the issued and outstanding shares of Common Stock and Associates VI-B holds 97,921 shares of Common Stock, representing approximately 0.0% of the issued and outstanding shares of Common Stock. Ownership percentages set forth in this Schedule 13D are based upon a total of 223,461,948 shares of Common Stock outstanding as of July 27, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 30, 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 August 10, 2026, Green LTF, Associates VI-A and Associates VI-B sold 5,025,751, 8,512 and 84,836 shares of Common Stock, respectively, at a price of $43.16 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)	As a result of the August 10, 2026 Offering, on August 10, 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.

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:	08/12/2026

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:	08/12/2026

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:	08/12/2026

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:	08/12/2026

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:	08/12/2026

GEI Capital VI, LLC

Signature:	/s/ Andrew Goldberg
Name/Title:	By Andrew Goldberg, Senior Vice President, General Counsel and Secretary
Date:	08/12/2026

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:	08/12/2026

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:	08/12/2026

LGP Management Inc.

Signature:	/s/ Andrew Goldberg
Name/Title:	By Andrew Goldberg, Senior Vice President, General Counsel and Secretary
Date:	08/12/2026

Peridot Coinvest Manager LLC

Signature:	/s/ Andrew Goldberg
Name/Title:	By Andrew Goldberg, Senior Vice President, General Counsel and Secretary
Date:	08/12/2026