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  4. [Form 4] Life Time Group Holdings, Inc. Insider Trading Activity

Affiliated funds tied to Galashan trim Life Time (LTH) stake

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Life Time Group Holdings, Inc. director John Kristofer Galashan reported an indirect open-market sale of 3,006,100 shares of Common Stock at $32.51 per share. According to the disclosure, the shares were sold by affiliated entities Green LTF Holdings II LP, LGP Associates VI-A LLC, and LGP Associates VI-B LLC. After these transactions, these entities together hold 13,236,283 shares of Common Stock. Galashan may be deemed an indirect beneficial owner of these securities but expressly disclaims beneficial ownership except to the extent of his pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Large indirect share sale by affiliated funds tied to an LTH director.

The filing shows affiliated entities of director John Kristofer Galashan sold 3,006,100 shares of Life Time Group Holdings Common Stock at $32.51 per share in an open-market transaction. These are indirect holdings through investment vehicles, not personal direct ownership.

Post-transaction, the entities still own 13,236,283 shares, indicating a sizable remaining position. Galashan may be deemed an indirect beneficial owner but disclaims beneficial ownership beyond his pecuniary interest, which is typical language for fund-affiliated insiders.

Insider Galashan John Kristofer
Role null
Sold 3,006,100 shs ($97.73M)
Type Security Shares Price Value
Sale Common Stock 3,006,100 $32.51 $97.73M
Holdings After Transaction: Common Stock — 13,236,283 shares (Indirect, See footnote.)
Footnotes (1)
  1. Represents 2,951,282 shares of the Issuer's Common Stock, par value $0.01 per share (the "Common Stock") sold by Green LTF Holdings II LP ("Green LTF"), 4,999 shares of Common Stock sold by LGP Associates VI-A LLC ("Associates VI-A"), and 49,819 shares of Common Stock sold by LGP Associates VI-B LLC ("Associates VI-B"). Represents shares of Common Stock owned by Green LTF, Associates VI-A, and Associates VI-B. Of the shares of Common Stock reported, 12,994,914 shares are owned by Green LTF, 22,010 shares are owned by Associates VI-A, and 219,359 shares are owned by Associates VI-B. Mr. Galashan directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the securities owned by Green LTF, Associates VI-A, and Associates VI-B. Mr. Galashan disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Shares sold 3,006,100 shares Open-market sale of Common Stock
Sale price $32.51 per share Price for the reported sale transactions
Post-sale holdings (affiliated entities) 13,236,283 shares Common Stock held after transaction
Green LTF holdings 12,994,914 shares Common Stock owned by Green LTF after sale
Associates VI-A holdings 22,010 shares Common Stock owned by LGP Associates VI-A LLC
Associates VI-B holdings 219,359 shares Common Stock owned by LGP Associates VI-B LLC
open-market sale financial
"transaction_action: "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
indirect beneficial owner financial
"may be deemed ... to be the indirect beneficial owner of the securities"
pecuniary interest financial
"disclaims beneficial ownership ... except to the extent of his pecuniary interest therein"
Section 16 regulatory
"for purposes of Section 16 of the Securities Exchange Act of 1934"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
Common Stock financial
"Represents shares of Common Stock owned by Green LTF, Associates VI-A, and Associates VI-B."
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Galashan John Kristofer
(Last)(First)(Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000
(Street)
LOS ANGELES CALIFORNIA 90025
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Life Time Group Holdings, Inc. [ LTH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/21/2026S3,006,100(1)D$32.5113,236,283(2)ISee footnote.(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents 2,951,282 shares of the Issuer's Common Stock, par value $0.01 per share (the "Common Stock") sold by Green LTF Holdings II LP ("Green LTF"), 4,999 shares of Common Stock sold by LGP Associates VI-A LLC ("Associates VI-A"), and 49,819 shares of Common Stock sold by LGP Associates VI-B LLC ("Associates VI-B").
2. Represents shares of Common Stock owned by Green LTF, Associates VI-A, and Associates VI-B. Of the shares of Common Stock reported, 12,994,914 shares are owned by Green LTF, 22,010 shares are owned by Associates VI-A, and 219,359 shares are owned by Associates VI-B.
3. Mr. Galashan directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the securities owned by Green LTF, Associates VI-A, and Associates VI-B. Mr. Galashan disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
/s/Andrew C. Goldberg, Attorney-in-fact05/26/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Life Time Group Holdings (LTH) disclose?

Life Time Group Holdings disclosed an indirect open-market sale of 3,006,100 Common Stock shares at $32.51 per share. The shares were sold by affiliated entities linked to director John Kristofer Galashan, rather than from his direct personal holdings.

Who actually sold Life Time Group Holdings (LTH) shares in this Form 4?

The sale was made by Green LTF Holdings II LP, LGP Associates VI-A LLC, and LGP Associates VI-B LLC. These entities are affiliated with director John Kristofer Galashan, who may be deemed an indirect beneficial owner through his roles and interests.

How many Life Time Group Holdings (LTH) shares do the affiliated entities hold after the sale?

After selling 3,006,100 shares, the affiliated entities collectively hold 13,236,283 Life Time Group Holdings Common Stock shares. This total includes 12,994,914 shares at Green LTF, 22,010 at Associates VI-A, and 219,359 at Associates VI-B.

Does John Kristofer Galashan claim full beneficial ownership of the LTH shares reported?

No. John Kristofer Galashan may be deemed an indirect beneficial owner under Section 16 but disclaims beneficial ownership of the reported Life Time Group Holdings shares, except to the extent of his pecuniary interest in the affiliated entities.

What type of transaction was reported in the Life Time Group Holdings (LTH) Form 4?

The Form 4 reports an open-market sale of Common Stock, coded as an “S” transaction. This indicates the affiliated entities sold shares on the market or through a private sale rather than receiving shares via grants, options, or restructuring events.