Form 4: Partners Group Plans Major Life Time Stock Sale

Partners Group entities, a 10% owner group, plan to sell 745,707 shares of Life Time Group Holdings, Inc. common stock at $28.95 per share on September 11, 2025.

Summary

• Reporting Persons, including Partners Group Private Equity (Master Fund), LLC, Partners Group Private Equity II, LLC, Partners Group Series Access II, LLC, and Partners Group Access 83 PF LP, plan to sell a total of 745,707 shares of Life Time Group Holdings, Inc. common stock.
• The planned transaction date is September 11, 2025, with shares to be sold at a price of $28.95 per share.
• Following this planned sale, the reporting persons will beneficially own 3,720,500 shares indirectly.
• The sale is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), indicating a pre-arranged trading plan.
• Andres Small, an employee of an affiliate of the Reporting Persons, serves on Life Time Group Holdings, Inc.'s board of directors as the group's representative.

Sentiment

Score: 4

Explanation: The filing reports a planned future sale by a 10% owner group, Partners Group, under a Rule 10b5-1 plan. While a large divestment by a significant shareholder can be viewed negatively, the pre-scheduled nature suggests a portfolio management decision rather than a reaction to new adverse information.

Positives

• The planned sale is executed under a Rule 10b5-1 plan, indicating a pre-scheduled transaction rather than an immediate, reactive divestment based on new, adverse information.

Negatives

• A significant planned insider sale by a 10% owner group could be perceived negatively by the market, potentially signaling a strategic reduction in exposure or a lack of future confidence, even if pre-planned.
• The planned sale of 745,707 shares represents a substantial reduction in the group's direct holdings.

Risks

• Potential negative market reaction to the announcement of a significant future insider selling event by a major shareholder group.
• The reduction in ownership by a 10% owner group might, over time, reduce their influence or perceived commitment to the company's long-term strategy.

Future Outlook

The filing does not provide specific forward-looking statements or guidance from the company or the reporting persons regarding future performance or strategy, beyond the indication of a pre-planned sale.

Management Comments

• The Reporting Persons may be deemed to be members of a 'group' for the purposes of the Securities Exchange Act of 1934 by virtue of being parties to the Life Time Group Holdings, Inc. Third Amended and Restated Stockholders Agreement.
• Each Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such Reporting Person.
• This report shall not be deemed an admission that the Reporting Persons are members of a group or the beneficial owners of any securities not directly owned by the Reporting Persons.
• Pursuant to the Stockholders Agreement, Mr. Andres Small, an employee of an affiliate of the Reporting Persons, serves on the Issuer's board of directors as the Reporting Persons' representative.

Industry Context

This Form 4 filing details a planned insider transaction by a significant institutional investor group. Such sales are common for private equity firms as they monetize their investments over time. The transaction itself does not directly reflect broader industry trends but rather a specific portfolio management decision by Partners Group.

Comparison to Industry Standards

• Planned insider selling by large institutional investors, particularly private equity firms, is a standard practice as they seek to realize returns on their investments.
• The use of a Rule 10b5-1 plan aligns with best practices for insiders to sell shares systematically and avoid accusations of trading on material non-public information.
• The specific price and volume of the planned sale would need to be compared against other recent insider transactions in the health and fitness or leisure industry, or against similar-sized exits by private equity firms from comparable portfolio companies, to assess its relative significance.

Corporate Governance

Stakeholder Impact

• Shareholders: May interpret the announcement of a future planned sale as a negative signal, potentially leading to downward pressure on the stock price as the market anticipates the transaction.
• Company Management: The reduction in ownership by a significant institutional investor might alter the dynamics of shareholder engagement, though board representation remains.

Next Steps

• Monitor for the actual execution of the planned sale on or around September 11, 2025.
• Observe market reaction to this planned insider selling as the date approaches and the transaction occurs.
• Monitor future filings from Partners Group for further sales or changes in their beneficial ownership.

Key Dates

Recommendation

The filing details a pre-planned future sale of common stock by a 10% owner group, Partners Group, scheduled for September 11, 2025, under a Rule 10b5-1 plan. This indicates a systematic divestment strategy rather than an immediate reaction to company-specific news. While a large sale by a significant shareholder warrants attention, the planned nature suggests it's part of a portfolio rebalancing. Investors should hold and evaluate the company's fundamentals and broader market conditions, as the actual impact of this future transaction is yet to materialize.

Keywords

Life Time Group Holdings, LTH, Partners Group, Insider Selling, Form 4, Equity Sale, 10b5-1 Plan, Private Equity