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Form 4: Life Time (LTH) insider disposes ~5M shares, retains 24.9M stake

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

Rhea-AI Filing Summary

Life Time Group Holdings insider sale and holdings update. The Form 4 shows that on 09/11/2025 reporting person John Kristofer Galashan (a director and 10% owner) was associated with a sale of 4,991,976 shares of Life Time Group Holdings common stock at a reported price of $28.95 per share. After the sale, the filing reports 24,906,061 shares beneficially owned by entities tied to Mr. Galashan (24,451,888 by Green LTF, 41,415 by Associates VI-A, 412,758 by Associates VI-B). The filing includes a disclaimer that Mr. Galashan disclaims direct beneficial ownership except to the extent of his pecuniary interest.

Positive

  • Substantial retained stake: Entities tied to the reporting person still beneficially own 24,906,061 shares, indicating continued significant alignment with shareholders
  • Regulatory compliance: The Form 4 discloses the sale and ownership details and includes the required Section 16 disclaimers

Negative

  • Large insider sale: Disposition of 4,991,976 shares at $28.95 could represent material selling pressure depending on market liquidity
  • No explanation provided: The filing contains no stated reason for the sale, limiting investors' ability to assess context or intent

Insights

TL;DR: A substantial insider sale occurred but substantial beneficial ownership remains, moderating immediate market concern.

The sale of roughly 5.0 million shares at $28.95 is a material transaction in absolute terms and may increase near-term share supply pressure depending on market liquidity. However, the entities tied to the reporting person continue to hold approximately 24.9 million shares, representing a significant retained stake that aligns management/insider interests with shareholders. The Form 4 is a routine disclosure; it does not provide reasons for the sale nor indicate any change to company operations or financials.

TL;DR: Large insider disposition disclosed; governance disclosure appears compliant but lacks explanatory context.

The filing properly reports the disposition and the continuing indirect ownership by affiliated entities, and includes the standard disclaimer of beneficial ownership. From a governance perspective, the transaction raises routine questions about insider liquidity needs or portfolio rebalancing, but the document contains no evidence of misconduct or policy breaches. No new governance actions or changes are disclosed.

Insider Galashan John Kristofer
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. 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.
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*
Galashan John Kristofer
(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. 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-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 John Kristofer Galashan disclose on the LTH Form 4?

The Form 4 reports a sale of 4,991,976 shares on 09/11/2025 at a price of $28.95 and continued indirect beneficial ownership of 24,906,061 shares.

How many Life Time Group (LTH) shares remain beneficially owned after the transaction?

Entities tied to the reporting person beneficially own 24,906,061 shares following the reported sale.

Who executed the Form 4 filing for LTH?

The Form 4 was signed by Andrew C. Goldberg, Attorney-in-fact on behalf of the reporting person on 09/15/2025.

Does the Form 4 explain why the shares were sold?

No. The filing discloses the sale but does not provide any reason or context for the disposition.

Are the sold shares from multiple entities?

Yes. The sale comprises 4,900,945 shares sold by Green LTF, 8,301 by LGP Associates VI-A, and 82,730 by LGP Associates VI-B.