SCHEDULE: Life Time Group Holdings: Shareholder Agreement Termination

Multiple entities have terminated a Stockholders Agreement, ceasing to be a group for regulatory purposes and reducing beneficial ownership below 5% individually.

Summary

• This filing is an amendment to a previous Schedule 13D concerning Life Time Group Holdings, Inc.
• Several reporting persons, including JSS LTF Holdings Ltd, Colwood Investment Holding Inc., JSS Private Investments Fund I, JSS Private Equity Investments Fund GP S.a.r.l., J. Safra Sarasin Fund Management (Luxembourg) S.A., J. Safra Sarasin Asset Management (Europe) Limited, J. Safra Sarasin Holding AG, J. Safra Holdings Luxembourg S.a.r.l., and JS International Holdings Limited, are involved.
• Effective July 30, 2026, JSS LTF Holdings Ltd terminated Section 1 of a Stockholders Agreement, which dealt with the coordination of voting securities.
• As a result of this termination, each reporting person is no longer considered part of a group for the purposes of Regulation 13D-G under the Exchange Act.
• Consequently, as of July 30, 2026, each reporting person individually no longer beneficially owns more than 5% of the Issuer's outstanding Common Stock.
• The total beneficial ownership reported by each entity is 3,378,564 shares, representing approximately 1.5% of the Issuer's outstanding Common Stock.
• The total outstanding Common Stock is reported as 223,461,948 shares, as per the Issuer's Quarterly Report on Form 10-Q filed on July 30, 2026.
• J. Safra Holdings International (Luxembourg) S.A. may have ceased to have voting or dispositive power due to internal reorganizations.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as having a neutral to slightly negative sentiment due to the termination of a shareholder agreement, which may indicate a shift in strategic alignment or reduced collective influence, rather than a direct operational or financial update.

Positives

• Individual reporting persons are no longer aggregated into a group for regulatory purposes, potentially simplifying future disclosures.
• Each entity now individually holds less than 5% beneficial ownership, which is a common threshold for certain regulatory filings and may reduce scrutiny.

Negatives

• The termination of the Stockholders Agreement signifies a potential dissolution of a coordinated investment strategy among these entities.
• The reduction in individual beneficial ownership below 5% might indicate a decrease in the collective influence or strategic alignment of these parties regarding Life Time Group Holdings, Inc.

Risks

• The termination of the Stockholders Agreement could lead to uncoordinated voting of shares, potentially impacting corporate governance decisions.
• Internal reorganizations within J. Safra Holdings International (Luxembourg) S.A. could lead to a loss of voting or dispositive power over the reported shares.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from management regarding future business operations or financial performance. The focus is on the regulatory status of the reporting persons' shareholdings.

Industry Context

StockSavvy.ai notes that the termination of a Stockholders Agreement and the subsequent reduction in individual beneficial ownership below the 5% threshold are common regulatory maneuvers. This often occurs when a group's coordinated investment strategy evolves or concludes, impacting how their holdings are reported under SEC regulations.

Corporate Governance

Stakeholder Impact

• Shareholders: The termination of the agreement may lead to less coordinated shareholder action, potentially impacting voting outcomes on corporate matters.
• Management: May face a more fragmented shareholder base in terms of coordinated influence.
• Reporting Persons: No longer considered a 'group' for regulatory purposes, simplifying individual reporting but potentially signaling a divergence in investment strategy.

Next Steps

• Each reporting person will now file independently regarding their beneficial ownership, if required.
• Future actions of the reporting persons concerning their holdings in Life Time Group Holdings, Inc. will be subject to individual reporting obligations.

Key Dates

Keywords

Schedule 13D, Stockholders Agreement, Beneficial Ownership, Regulation 13D-G, Life Time Group Holdings, Shareholder Coordination, Investment Fund, Corporate Governance