Life Time Group (NYSE: LTH) entities sell 2,208,580 shares in private deal

Rhea-AI Filing Summary

Life Time Group Holdings director-affiliated entities sold a significant block of shares. Investment vehicles associated with director John G. Danhakl sold 2,208,580 shares of Life Time Group Holdings, Inc. common stock at $28.60 per share in private transactions exempt from registration under the Securities Act of 1933.

The sales were made by Green LTF Holdings II LP, LGP Associates VI-A LLC, and LGP Associates VI-B LLC. After these transactions, these entities together held 11,027,703 shares of Life Time Group common stock. Danhakl may be deemed an indirect beneficial owner through these entities but expressly disclaims beneficial ownership except for his pecuniary interest.

Insights

Equity ownership & governance analyst

Director-linked entities executed a sizable private share sale but retain a large position.

Entities associated with director John G. Danhakl sold 2,208,580 shares of Life Time Group Holdings, Inc. common stock at $28.60 per share in private, unregistered transactions. These are open-market-type sales in terms of economics but executed privately.

The filing shows these entities still own 11,027,703 shares of common stock after the sale, so they retain substantial exposure. The footnotes clarify that Danhakl may be deemed an indirect beneficial owner for Section 16 purposes, yet he disclaims beneficial ownership beyond his pecuniary interest, which is a standard legal position in such structures.

Because there are no related derivative exercises, tax withholdings, or disclosed trading plans, this appears as a straightforward reduction by affiliated funds rather than a mechanical or pre-scheduled event. Actual impact depends on how this block compares with the company’s overall share count, which is not detailed in this excerpt.

Insider Trade Summary

Net Seller: 2,208,580 shares ($63,165,388)

Net Sell 1 txn

Insider DANHAKL JOHN G

Role null

Sold 2,208,580 shs ($63.17M)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,208,580	$28.60	$63.17M

Holdings After Transaction: Common Stock — 11,027,703 shares (Indirect, See footnote.)

Footnotes (1)

1. Represents 2,168,305 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"), 3,673 shares of Common Stock sold by LGP Associates VI-A LLC ("Associates VI-A"), and 36,602 shares of Common Stock sold by LGP Associates VI-B LLC ("Associates VI-B"), in each case in a private transaction exempt from registration under the Securities Act of 1933. Represents shares of Common Stock owned by Green LTF, Associates VI-A, and Associates VI-B. Of the shares of Common Stock reported, 10,826,609 shares are owned by Green LTF, 18,337 shares are owned by Associates VI-A, and 182,757 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.

Key Figures

Shares sold (total): 2,208,580 shares Sale price per share: $28.60 per share Shares held after transaction: 11,027,703 shares +5 more

8 metrics

Shares sold (total) 2,208,580 shares Common Stock sold on 2026-06-04 in private transactions

Sale price per share $28.60 per share Price for Life Time Group common stock in these sales

Shares held after transaction 11,027,703 shares Total common shares owned by the three entities after sale

Green LTF shares sold 2,168,305 shares Common Stock sold by Green LTF Holdings II LP

Associates VI-A shares sold 3,673 shares Common Stock sold by LGP Associates VI-A LLC

Associates VI-B shares sold 36,602 shares Common Stock sold by LGP Associates VI-B LLC

Green LTF post-sale holdings 10,826,609 shares Common Stock owned by Green LTF Holdings II LP after sale

Associates VI-B post-sale holdings 182,757 shares Common Stock owned by LGP Associates VI-B LLC after sale

Key Terms

indirect beneficial owner, private transaction exempt from registration, pecuniary interest, Section 16 of the Securities Exchange Act of 1934, +2 more

6 terms

indirect beneficial owner regulatory

"may be deemed for purposes of Section 16 ... to be the indirect beneficial owner of the securities"

private transaction exempt from registration regulatory

"in each case in a private transaction exempt from registration under the Securities Act of 1933"

pecuniary interest financial

"disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein"

Section 16 of the Securities Exchange Act of 1934 regulatory

"for purposes of Section 16 of the Securities Exchange Act of 1934, as amended"

A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.

Common Stock financial

"shares of the Issuer's Common Stock, par value $0.01 per share"

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.

indirect ownership financial

"total_shares_following_transaction ... direct_or_indirect: "I" ... nature_of_ownership: "See footnote.""

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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 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/04/2026		S		2,208,580(1)	D	$28.6	11,027,703(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 2,168,305 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"), 3,673 shares of Common Stock sold by LGP Associates VI-A LLC ("Associates VI-A"), and 36,602 shares of Common Stock sold by LGP Associates VI-B LLC ("Associates VI-B"), in each case in a private transaction exempt from registration under the Securities Act of 1933.

2. Represents shares of Common Stock owned by Green LTF, Associates VI-A, and Associates VI-B. Of the shares of Common Stock reported, 10,826,609 shares are owned by Green LTF, 18,337 shares are owned by Associates VI-A, and 182,757 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	06/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did entities associated with Life Time Group (LTH) director John G. Danhakl do?

Entities associated with director John G. Danhakl sold 2,208,580 shares of Life Time Group common stock. The transactions were private sales exempt from registration, reflecting a sizeable reduction in holdings by affiliated investment vehicles rather than a direct sale by Danhakl personally.

At what price were the Life Time Group (LTH) shares sold in this Form 4?

The reported sale price was $28.60 per share of Life Time Group common stock. This price applied to 2,208,580 shares sold in private transactions, providing a clear indication of the valuation used in this block trade by the affiliated entities.

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

After the transactions, the affiliated entities together hold 11,027,703 shares of Life Time Group common stock. This includes large positions at Green LTF Holdings II LP and smaller holdings at LGP Associates VI-A LLC and LGP Associates VI-B LLC, indicating a remaining substantial stake.

Which entities actually sold Life Time Group (LTH) shares in this insider filing?

The sellers were Green LTF Holdings II LP, LGP Associates VI-A LLC, and LGP Associates VI-B LLC. They sold 2,168,305 shares, 3,673 shares, and 36,602 shares of Life Time Group common stock, respectively, all through private transactions exempt from registration under the Securities Act.

Does John G. Danhakl personally own the Life Time Group (LTH) shares reported in this Form 4?

The filing states the shares are owned by Green LTF, Associates VI-A, and Associates VI-B. Danhakl may be deemed an indirect beneficial owner for Section 16 purposes but disclaims beneficial ownership except to the extent of his pecuniary interest in those entities.

Were the Life Time Group (LTH) share sales made on the open market?

The transactions are coded as open-market or private sales but described as private transactions exempt from registration. That means they were negotiated transactions rather than typical exchange trades, though they still represent economic sales of common stock by the affiliated entities.