TPG Funds Sell 3.57M LTH Shares at $28.95; Ownership Now 8.1%

Rhea-AI Filing Summary

Amendment No. 6 to a Schedule 13D reports that certain TPG-related funds and individuals continue to beneficially own 17,830,652 shares of Life Time Group Holdings, Inc. common stock, representing approximately 8.1% of 219,996,102 shares outstanding as of July 31, 2025. The filing clarifies the ownership chain through multiple TPG entities and restates prior disclosures in the Original Schedule 13D and prior amendments.

The Amendment also discloses that on September 11, 2025, the TPG Funds sold an aggregate of 3,573,836 shares at $28.95 per share pursuant to Rule 144. The filing is limited to ownership structure updates, the reported share sale, and reaffirmation of beneficial ownership figures based on the issuer's August 5, 2025 Quarterly Report.

Positive

• Transparent disclosure of the ownership chain among TPG entities and individual reporting persons
• Specific reporting of a Rule 144 sale (3,573,836 shares at $28.95), improving clarity for investors
• Reaffirmation of beneficial ownership amounting to 17,830,652 shares (≈8.1%) based on issuer filings

Negative

• Disposition of 3,573,836 shares (via Rule 144) reduced the TPG Funds' holdings, representing roughly 1.6% of the outstanding share base
• No explanation provided in the filing for the strategic rationale or intended use of proceeds from the share sale

Insights

Financial Analyst

TL;DR: TPG-affiliated holders remain a sizable ~8.1% shareholder after a Rule 144 sale of 3.57M shares at $28.95.

The Amendment updates the ownership chain and reports a material secondary sale by the TPG Funds of 3,573,836 shares, which is roughly 1.6% of the 220M-share base. The residual 17.83M-share stake remains meaningful for corporate influence but is below single-block-control thresholds. The sale via Rule 144 indicates disposition from restricted or control affiliates rather than a block-market sale; proceeds and timing are disclosed but not the strategic intent. For investors, the filing clarifies voting/dispositive arrangements and sets a clear ownership baseline for potential future disclosures.

Corporate Governance Expert

TL;DR: Governance disclosure is granular and consistent; ownership remains concentrated among TPG entities but no new control claim is made.

The Amendment carefully maps the multi-tiered entity structure through which voting power is exercised and restates previously reported beneficial ownership. By reporting the Rule 144 sale, the filers satisfy Section 13(d) update obligations and preserve transparency around share movements by affiliates. The remaining ~8.1% stake is noteworthy for board and voting dynamics but the filing contains no proposals, agreements, or intent to seek control. From a governance perspective, the filing is routine and compliant.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

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)

09/11/2025

(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).

SCHEDULE 13D

CUSIP No. 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 17,830,652.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,830,652.00

11

Aggregate amount beneficially owned by each reporting person

17,830,652.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

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 219,996,102 shares of Common Stock (as defined below) outstanding as of July 31, 2025, 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 August 5, 2025.

SCHEDULE 13D

CUSIP No. 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 17,830,652.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,830,652.00

11

Aggregate amount beneficially owned by each reporting person

17,830,652.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

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 219,996,102 shares of Common Stock outstanding as of July 31, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on August 5, 2025.

SCHEDULE 13D

CUSIP No. 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 17,830,652.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,830,652.00

11

Aggregate amount beneficially owned by each reporting person

17,830,652.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

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 219,996,102 shares of Common Stock outstanding as of July 31, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on August 5, 2025.

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. 6 (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 and Amendment No. 5 filed on June 10, 2025 (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 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 15,582,423 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 108,204 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 2,140,025 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": "August 2025 Offering On September 11, 2025, the TPG Funds sold an aggregate of 3,573,836 shares of Common Stock at a price of $28.95 per share pursuant to Rule 144 under the Securities Act of 1933, as amended."
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 219,996,102 shares of Common Stock outstanding as of July 31, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on August 5, 2025. Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 17,830,652 shares of Common Stock, which constitutes approximately 8.1% of the outstanding shares of Common Stock."
(b)	See response to Item 5(a) above.

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/ Martin Davidson
Name/Title:	Martin Davidson / Chief Accounting Officer
Date:	09/15/2025

James G. Coulter

Signature:	/s/ James G. Coulter
Name/Title:	Gerald Neugebauer, on behalf of James G. Coulter (1)
Date:	09/15/2025

Jon Winkelried

Signature:	/s/ Gerald Neugebauer
Name/Title:	Gerald Neugebauer, on behalf of Jon Winkelried (2)
Date:	09/15/2025

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).

FAQ

What stake does TPG report in Life Time Group Holdings (LTH)?

The Reporting Persons may be deemed to beneficially own 17,830,652 shares, representing approximately 8.1% of 219,996,102 shares outstanding as of July 31, 2025.

Did the TPG Funds sell any LTH shares in this amendment?

Yes. On September 11, 2025, the TPG Funds sold an aggregate of 3,573,836 shares at a price of $28.95 per share pursuant to Rule 144.

Does the filing indicate TPG seeks control of LTH?

No. The Amendment restates ownership and the entity structure but does not state any intent to acquire control or propose corporate actions.

What source of funds is reported for these holdings?

The filing lists the source of funds as OO (other), consistent with prior Schedule 13D disclosures.

How was the outstanding share count determined?

The percentage is based on 219,996,102 shares of Common Stock outstanding as reported in the Issuer's Quarterly Report filed with the SEC on August 5, 2025.