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

Life Time (LTH) related entities sell ~5M shares; sizable indirect holdings remain

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

Rhea-AI Filing Summary

John G. Danhakl, a director and reported 10% owner of Life Time Group Holdings, Inc. (LTH), reported a transaction on 09/11/2025 selling 4,991,976 shares of the company's common stock at $28.95 per share. After the sale, the filing reports that entities affiliated with Mr. Danhakl—Green LTF, LGP Associates VI-A and VI-B—collectively hold 24,906,061 shares indirectly. The Form 4 clarifies the sale consisted of 4,900,945 shares sold by Green LTF, 8,301 by Associates VI-A and 82,730 by Associates VI-B, and disclaims direct beneficial ownership by Mr. Danhakl except to the extent of his pecuniary interest. The filing was submitted by an attorney-in-fact on 09/15/2025.

Positive

  • Clear disclosure of the number of shares sold and per-share price, including entity-level breakdowns
  • Substantial retained indirect ownership remains (24,906,061 shares), indicating continued insider alignment

Negative

  • Large disposition of 4,991,976 shares sold on 09/11/2025, which is a material sale by affiliated insider entities
  • No explanatory context provided in the filing regarding the reason or plan for the sale

Insights

TL;DR Insider entities sold nearly 5.0 million shares, but retain a substantial indirect stake of ~24.9 million shares.

The sale of 4,991,976 shares at $28.95 is material in size and reduces the insider-controlled float held by affiliated entities. However, the filing shows continued significant indirect ownership concentrated in Green LTF and related vehicles, which suggests persistent insider alignment with the company despite the disposition. The report includes standard disclaimers about Mr. Danhakls indirect beneficial ownership and was executed by an attorney-in-fact, which is typical for complex ownership structures.

TL;DR Large related-party sale disclosed clearly; governance implications hinge on context not present in this filing.

The Form 4 provides transparent attribution of sold shares to specific affiliated entities and quantifies remaining indirect holdings by entity. From a governance perspective, the transaction raises questions about motive and timing, but the filing itself contains no statements on intent. The disclaimer of direct beneficial ownership is a standard legal position given intermediary ownership structures. No amendments or additional covenants are indicated in this submission.

Insider DANHAKL JOHN G
Role Director, 10% Owner
Sold 4,991,976 shs ($144.52M)
Type Security Shares Price Value
Sale Common Stock 4,991,976 $28.95 $144.52M
Holdings After Transaction: Common Stock — 24,906,061 shares (Indirect, See footnote.)
Footnotes (1)
  1. Represents 4,900,945 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"), 8,301 shares of Common Stock sold by LGP Associates VI-A LLC ("Associates VI-A"), and 82,730 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, 24,451,888 shares are owned by Green LTF, 41,415 shares are owned by Associates VI-A, and 412,758 shares are owned by Associates VI-B. Mr. Danhakl 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. Danhakl 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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED 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*
DANHAKL JOHN G
(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000
(Street)
LOS ANGELES CA 90025
(City) (State) (Zip)
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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 09/11/2025 S 4,991,976(1) D $28.95 24,906,061(2) I See 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents 4,900,945 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"), 8,301 shares of Common Stock sold by LGP Associates VI-A LLC ("Associates VI-A"), and 82,730 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, 24,451,888 shares are owned by Green LTF, 41,415 shares are owned by Associates VI-A, and 412,758 shares are owned by Associates VI-B.
3. Mr. Danhakl 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. Danhakl 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-fact 09/15/2025
** Signature of Reporting Person Date
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did LTH insider John G. Danhakl report on Form 4?

The filing reports that affiliated entities sold 4,991,976 shares of LTH common stock at $28.95 per share on 09/11/2025.

How many LTH shares do the affiliated entities own after the sale?

The Form 4 reports that Green LTF, Associates VI-A, and Associates VI-B collectively own 24,906,061 shares indirectly after the transaction.

Which entities sold shares and how many did each sell?

According to the footnotes, Green LTF sold 4,900,945 shares, Associates VI-A sold 8,301 shares, and Associates VI-B sold 82,730 shares.

Does John G. Danhakl claim direct beneficial ownership of the reported shares?

The filing includes a disclaimer that Mr. Danhakl disclaims beneficial ownership except to the extent of his pecuniary interest, noting the holdings are indirect through affiliated entities.

When was the Form 4 submitted and who signed it?

The Form 4 was signed by an attorney-in-fact, /s/ Andrew C. Goldberg, with a signature date of 09/15/2025.