Life Time Group entities sell 2,493,083 shares

Investment entities affiliated with Leonard Green & Partners, including Green LTF Holdings II LP and LGP Associates VI-A/B LLC, reported multiple transactions in Life Time Group Holdings common stock on May 5, 2026.

Rhea-AI Filing Summary

Investment entities affiliated with Leonard Green & Partners, including Green LTF Holdings II LP and LGP Associates VI-A/B LLC, reported multiple transactions in Life Time Group Holdings common stock on May 5, 2026. They sold an aggregate 2,493,083 shares in open‑market or private deals at $28.6000 per share and completed additional private dispositions directly to the issuer. Following these moves, the reporting group shows 351,904 shares of common stock held directly.

Insider Trade Summary

Net Seller: 2,493,083 shares

Net Sell 6 txns

Insider Green LTF Holdings II LP, GEI Capital VI, LLC, Green Equity Investors Side VI, L.P., Green Equity Investors VI, L.P., Green VI Holdings, LLC, Leonard Green & Partners, L.P., LGP Associates VI-A LLC, LGP Associates VI-B LLC, LGP MANAGEMENT INC, PERIDOT COINVEST MANAGER LLC

Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner

Sold 2,493,083 shs ($71.30M)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,447,621	$28.60	$70.00M
Disposition	Common Stock	1,157,349	$28.60	$33.10M
Sale	Common Stock	4,145	$28.60	$119K
Disposition	Common Stock	1,960	$28.60	$56K
Sale	Common Stock	41,317	$28.60	$1.18M
Disposition	Common Stock	19,537	$28.60	$559K

Holdings After Transaction: Common Stock — 351,904 shares (Direct)

Footnotes (12)

1. F1. Represents 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") in a private transaction exempt from registration under the Securities Act of 1933.
2. F2. Represents shares of Common Stock held by Green LTF.
3. F3. Green Equity Investors VI, L.P. ("GEI VI") and Green Equity Investors Side VI, L.P. ("GEI Side VI") are limited partners of Green LTF. GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and GEI Side VI. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VI and GEI Side VI, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI. Peridot Coinvest Manager LLC ("Peridot") is the general partner of Green LTF and the management company of LGP Associates VI-A LLC ("Associates VI-A") and LGP Associates VI-B LLC ("Associates VI-B").
4. F4. Each of Green LTF, Associates VI-A, Associates VI-B, GEI VI, GEI Side VI, Holdings, Capital, LGP, LGPM, and Peridot 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 some or all of the securities held by Green LTF, Associates VI-A and Associates VI-B and, therefore, a "ten percent holder" hereunder.
5. F5. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 or for any other purpose.
6. F6. Represents shares of Common Stock sold by Green LTF in a private transaction to the Issuer.
7. F7. Represents shares of Common Stock sold by Associates VI-A in a private transaction exempt from registration under the Securities Act of 1933.
8. F8. Represents shares of Common Stock held by Associates VI-A.
9. F9. Represents shares of Common Stock sold by Associates VI-A in a private transaction to the Issuer.
10. F10. Represents shares of Common Stock sold by Associates VI-B in a private transaction exempt from registration under the Securities Act of 1933.
11. F11. Represents shares of Common Stock held by Associates VI-B.
12. F12. Represents shares of Common Stock sold by Associates VI-B in a private transaction to the Issuer.

Key Figures

Aggregate shares sold: 2,493,083 shares Largest single sale: 2,447,621.0000 shares at $28.6000 per share Issuer disposition transactions: 3 transactions +2 more

5 metrics

Aggregate shares sold 2,493,083 shares Aggregate common stock sales on 2026-05-05 by reporting entities

Largest single sale 2,447,621.0000 shares at $28.6000 per share Non-derivative common stock sale on 2026-05-05

Issuer disposition transactions 3 transactions Non-derivative common stock dispositions coded "D" on 2026-05-05

Sale price per share $28.6000 Per-share price for reported sales and dispositions

Post-transaction direct holdings 351,904 shares Direct common stock position reported after transactions

Key Terms

private transaction exempt from registration, Section 16, ten percent holder, pecuniary interest, +1 more

5 terms

private transaction exempt from registration regulatory

"sold by Green LTF in a private transaction exempt from registration under the Securities Act of 1933"

Section 16 regulatory

"may be deemed 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.

ten percent holder regulatory

"and, therefore, a "ten percent holder" hereunder"

pecuniary interest financial

"except to the extent of its pecuniary interest therein"

beneficial ownership financial

"disclaims beneficial ownership of the securities reported herein"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider activity did LTH report on May 5, 2026?

Investment entities affiliated with Leonard Green & Partners reported selling 2,493,083 Life Time Group Holdings common shares on May 5, 2026. These were open‑market or private sales at $28.6000 per share, alongside additional private dispositions to the issuer.

How many Life Time Group Holdings (LTH) shares were sold in total?

The filing reports aggregate open‑market and private sales of 2,493,083 common shares by the reporting entities. These transactions occurred on May 5, 2026 at a per‑share price of $28.6000, separate from additional issuer-directed dispositions.

What price did insiders receive for LTH shares in the reported sales?

The reported common stock sales and issuer dispositions were executed at $28.6000 per share. This price applies to the 2,493,083 open‑market or private sale shares and the additional private transactions with the issuer disclosed for May 5, 2026.

How many LTH shares do the reporting entities hold after these transactions?

After the reported transactions, the reporting group shows 351,904 Life Time Group Holdings common shares held directly. This figure reflects the post‑transaction position reported for the group’s direct ownership as of the Form 4’s transaction date disclosures.

Who are the key entities involved in the LTH insider transactions?

Key entities include Green LTF Holdings II LP, Green Equity Investors VI and Side VI funds, LGP Associates VI-A/B LLC, and affiliates of Leonard Green & Partners. They may be deemed ten percent holders but collectively disclaim beneficial ownership beyond their pecuniary interests.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/07/2026 - 07:06 PM Learn about SEC filing dates

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^*

Green LTF Holdings II LP

(Last) (First) (Middle)

11111 SANTA MONICA BLVD.

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026

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

	Form filed by One Reporting Person
X	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	05/05/2026		S		2,447,621(1)	D	$28.6	22,004,267(2)	D(3)(4)(5)
Common Stock	05/05/2026		D		1,157,349(6)	D	$28.6	20,846,918(2)	D(3)(4)(5)
Common Stock	05/05/2026		S		4,145(7)	D	$28.6	37,270(8)	D(3)(4)(5)
Common Stock	05/05/2026		D		1,960(9)	D	$28.6	35,310(8)	D(3)(4)(5)
Common Stock	05/05/2026		S		41,317(10)	D	$28.6	371,441(11)	D(3)(4)(5)
Common Stock	05/05/2026		D		19,537(12)	D	$28.6	351,904(11)	D(3)(4)(5)

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

1. Name and Address of Reporting Person^*

Green LTF Holdings II LP

(Last) (First) (Middle)

11111 SANTA MONICA BLVD.

SUITE 2000

(Street)

LOS ANGELES CALIFORNIA 90025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GEI Capital VI, LLC

(Last) (First) (Middle)

11111 SANTA MONICA BLVD.

SUITE 2000

(Street)

LOS ANGELES CALIFORNIA 90025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Green Equity Investors Side VI, L.P.

(Last) (First) (Middle)

11111 SANTA MONICA BLVD.

SUITE 2000

(Street)

LOS ANGELES CALIFORNIA 90025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Green Equity Investors VI, L.P.

(Last) (First) (Middle)

11111 SANTA MONICA BLVD.

SUITE 2000

(Street)

LOS ANGELES CALIFORNIA 90025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Green VI Holdings, LLC

(Last) (First) (Middle)

11111 SANTA MONICA BLVD.

SUITE 2000

(Street)

LOS ANGELES CALIFORNIA 90025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Leonard Green & Partners, L.P.

(Last) (First) (Middle)

11111 SANTA MONICA BLVD.

SUITE 2000

(Street)

LOS ANGELES CALIFORNIA 90025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LGP Associates VI-A LLC

(Last) (First) (Middle)

11111 SANTA MONICA BLVD.

SUITE 2000

(Street)

LOS ANGELES CALIFORNIA 90025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LGP Associates VI-B LLC

(Last) (First) (Middle)

11111 SANTA MONICA BLVD.

SUITE 2000

(Street)

LOS ANGELES CALIFORNIA 90025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LGP MANAGEMENT INC

(Last) (First) (Middle)

11111 SANTA MONICA BLVD.

SUITE 2000

(Street)

LOS ANGELES CALIFORNIA 90025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

PERIDOT COINVEST MANAGER LLC

(Last) (First) (Middle)

11111 SANTA MONICA BLVD.

SUITE 2000

(Street)

LOS ANGELES CALIFORNIA 90025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents 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") in a private transaction exempt from registration under the Securities Act of 1933.

2. Represents shares of Common Stock held by Green LTF.

3. Green Equity Investors VI, L.P. ("GEI VI") and Green Equity Investors Side VI, L.P. ("GEI Side VI") are limited partners of Green LTF. GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and GEI Side VI. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VI and GEI Side VI, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI. Peridot Coinvest Manager LLC ("Peridot") is the general partner of Green LTF and the management company of LGP Associates VI-A LLC ("Associates VI-A") and LGP Associates VI-B LLC ("Associates VI-B").

4. Each of Green LTF, Associates VI-A, Associates VI-B, GEI VI, GEI Side VI, Holdings, Capital, LGP, LGPM, and Peridot 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 some or all of the securities held by Green LTF, Associates VI-A and Associates VI-B and, therefore, a "ten percent holder" hereunder.

5. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 or for any other purpose.

6. Represents shares of Common Stock sold by Green LTF in a private transaction to the Issuer.

7. Represents shares of Common Stock sold by Associates VI-A in a private transaction exempt from registration under the Securities Act of 1933.

8. Represents shares of Common Stock held by Associates VI-A.

9. Represents shares of Common Stock sold by Associates VI-A in a private transaction to the Issuer.

10. Represents shares of Common Stock sold by Associates VI-B in a private transaction exempt from registration under the Securities Act of 1933.

11. Represents shares of Common Stock held by Associates VI-B.

12. Represents shares of Common Stock sold by Associates VI-B in a private transaction to the Issuer.

Remarks:

Messrs. John Danhakl and J. Kristofer Galashan are members of the board of directors of the Issuer, and each is a partner of LGP, which is an affiliate of the other reporting persons (the "LGP Entities"). Accordingly, Messrs. Danhakl and Galashan may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

	/s/Andrew C. Goldberg, Attorney-in-fact	05/07/2026
	** 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)