SCHEDULE: Leonard Green & Partners Reduces Stake in Life Time

Leonard Green & Partners has significantly decreased its ownership in Life Time Group Holdings through a combination of private sales, a company share repurchase, and open market transactions.

Summary

• Leonard Green & Partners (LGP) executed three distinct divestment transactions involving Life Time Group Holdings, Inc. (LTH) common stock on May 5 and May 7, 2026.
• LGP sold 4,701,663 shares to an affiliate of Atairos Group, Inc. at a price of $28.60 per share in a private placement.
• Life Time Group Holdings repurchased 1,178,846 shares directly from LGP at $28.60 per share, totaling approximately $33.7 million.
• LGP sold an additional 4,991,749 shares in the open market under Rule 144 at a price of $31.46 per share.
• Following these transactions, LGP's aggregate beneficial ownership has been reduced to 16,242,383 shares, or approximately 7.3% of the company.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as neutral; while a major holder is selling, the company is actively repurchasing shares and a new institutional investor is taking a significant stake, balancing the overall impact.

Positives

• The company demonstrated capital strength by repurchasing 1,178,846 shares at $28.60 per share.
• Atairos Group, Inc. has entered as a significant institutional investor, purchasing over 4.7 million shares.
• LGP successfully offloaded nearly 5 million shares at a premium price of $31.46 per share via Rule 144 sales, indicating strong market demand.

Negatives

• A major long-term institutional backer, Leonard Green & Partners, is significantly reducing its equity position in the company.
• The private placement and repurchase price of $28.60 was approximately 9% lower than the price achieved in the Rule 144 market sales.

Risks

• The second tranche of the private sale to Atairos Group is subject to Hart-Scott-Rodino (HSR) antitrust approval, which could be delayed or blocked.
• Large-scale selling by a major shareholder can create downward pressure on the stock price and signal a lack of long-term conviction from early-stage investors.

Future Outlook

The completion of the second tranche of the private placement to Atairos Group depends on the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976.

Management Comments

• The reporting persons may be deemed to be acting as a group for purposes of Rule 13d-3 under the Exchange Act due to the Stockholders Agreement.
• Ownership percentages are based on 222,602,738 shares of Common Stock outstanding as of May 1, 2026.

Industry Context

StockSavvy.ai notes that large-scale divestments by private equity firms like Leonard Green & Partners are common as they seek to realize gains from long-term holdings, though the simultaneous entry of a new strategic investor like Atairos often mitigates negative market sentiment.

Comparison to Industry Standards

• The use of a direct share repurchase to facilitate a major shareholder's exit is a common strategy used by companies like Planet Fitness to manage market volatility during large block trades.
• The $31.46 Rule 144 sale price suggests LTH is trading at a healthy premium relative to its private placement valuation of $28.60.

Legal Proceedings

• Regulatory review under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 for the second tranche of the private placement.

Related Party Transactions

• Life Time Group Holdings repurchased 1,178,846 shares from Leonard Green & Partners, a significant shareholder and related party, at $28.60 per share.

Stakeholder Impact

• Shareholders may experience short-term price volatility due to the high volume of shares sold.
• The reduction in total shares outstanding due to the repurchase may slightly increase earnings per share (EPS) for remaining investors.

Next Steps

• Obtain HSR antitrust clearance for the remaining shares in the Atairos private placement.
• Settle the second tranche of the private placement transaction.
• Monitor for any further divestment by Leonard Green & Partners as they approach a sub-5% ownership level.

Key Dates

Recommendation

The stock is experiencing a transition in its shareholder base. While the exit of a major private equity backer can be a headwind, the company's willingness to repurchase shares and the entry of Atairos Group suggest that the underlying valuation remains supported at these levels.

Keywords

Life Time Group Holdings, Leonard Green & Partners, Share Repurchase, Private Placement, Atairos Group, Rule 144 Sale, Equity Divestment, Fitness Industry, Schedule 13D