STOCK TITAN

2,208,580 Life Time Group Holdings (LTH) shares sold at $28.60

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

Rhea-AI Filing Summary

Life Time Group Holdings director-associated entities completed a large share sale. Entities linked to director John Kristofer Galashan sold 2,208,580 shares of Life Time Group Holdings, Inc. common stock at an average price of $28.60 per share in a private transaction exempt from registration.

The sale was executed by Green LTF Holdings II LP, LGP Associates VI-A LLC, and LGP Associates VI-B LLC. After these transactions, entities associated with Galashan collectively reported holding 11,027,703 shares of common stock. Galashan may be deemed an indirect beneficial owner of these securities but disclaims beneficial ownership except to the extent of his pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Director-linked entities sold 2.21M Life Time shares but retain a sizable stake.

Entities associated with director John Kristofer Galashan sold 2,208,580 shares of Life Time Group Holdings, Inc. common stock at $28.60 per share in a private, unregistered transaction. The sale is coded as an open-market or private disposition of non-derivative common stock.

Following the sale, these entities still report ownership of 11,027,703 shares, including 10,826,609 shares at Green LTF, 18,337 at Associates VI-A, and 182,757 at Associates VI-B. Galashan may be deemed an indirect beneficial owner for Section 16 purposes but explicitly disclaims beneficial ownership beyond his pecuniary interest, which limits how directly this transaction reflects his personal investment stance.

Insider Galashan John Kristofer
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. 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 2,208,580 shares Common stock sold on 2026-06-04
Sale price $28.60 per share Price for common stock sale
Shares owned after sale 11,027,703 shares Indirect holdings following transaction
Green LTF post-sale holdings 10,826,609 shares Common stock owned by Green LTF after sale
Associates VI-A post-sale holdings 18,337 shares Common stock owned by Associates VI-A after sale
Associates VI-B post-sale holdings 182,757 shares Common stock owned by Associates VI-B after sale
indirect beneficial owner financial
"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"
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.
beneficial ownership financial
"disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest"
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.
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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)
06/04/2026
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 Stock06/04/2026S2,208,580(1)D$28.611,027,703(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 2,168,305 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. 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-fact06/05/2026
** 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)

FAQ

What did entities linked to Life Time (LTH) director John Kristofer Galashan do in this Form 4?

Entities associated with director John Kristofer Galashan sold 2,208,580 shares of Life Time Group Holdings common stock at $28.60 per share in a private transaction exempt from registration, and then reported updated indirect holdings across several investment entities.

How many Life Time (LTH) shares were sold and at what price in this insider filing?

A total of 2,208,580 shares of Life Time Group Holdings common stock were sold at $28.60 per share. These were non-derivative sales coded as open-market or private transactions, executed by investment entities associated with director John Kristofer Galashan.

Which entities sold Life Time Group Holdings (LTH) shares in this Form 4?

Green LTF Holdings II LP sold 2,168,305 shares, LGP Associates VI-A LLC sold 3,673 shares, and LGP Associates VI-B LLC sold 36,602 shares of Life Time Group Holdings common stock in a private transaction exempt from registration under the Securities Act of 1933.

How many Life Time (LTH) shares do the Galashan-associated entities report owning after the sale?

After the sale, entities associated with John Kristofer Galashan report owning 11,027,703 Life Time Group Holdings shares: 10,826,609 at Green LTF, 18,337 at Associates VI-A, and 182,757 at Associates VI-B, reflecting a continued large indirect stake in the company.

Does John Kristofer Galashan personally own the Life Time (LTH) shares reported in this Form 4?

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

Was the Life Time (LTH) insider share sale registered with the SEC?

No, the share sale by Green LTF, Associates VI-A, and Associates VI-B was described as a private transaction exempt from registration under the Securities Act of 1933, meaning the securities were not sold pursuant to a public registration statement.