Private equity holders trim Life Time (LTH) stake with 3,006,100-share sale

Rhea-AI Filing Summary

Life Time Group Holdings saw affiliated investment entities linked to Leonard Green & Partners report open‑market sales of an aggregate 3,006,100 shares of Common Stock at $32.51 per share on May 21, 2026. The transactions were executed by Green LTF Holdings II LP and related co‑investment vehicles Associates VI‑A and VI‑B.

After these sales, Green LTF reported 219,359 shares, Associates VI‑A reported 22,010 shares, and Green LTF reported that 12,994,914 shares remained held in another related position. The reporting persons state they may be deemed indirect beneficial owners under Section 16 but disclaim beneficial ownership except to the extent of their pecuniary interest.

Insights

Equity ownership & governance analyst

Leonard Green–affiliated funds reported a sizable open‑market sale but retain a large remaining Life Time stake.

Affiliates of Leonard Green & Partners, including Green LTF Holdings II LP and co‑investment vehicles, reported open‑market sales totaling 3,006,100 shares of Life Time Group Holdings Common Stock at $32.51 per share on May 21, 2026. These are straightforward sale transactions with no derivative exercises.

Post‑transaction figures show substantial remaining positions: one line reflects 12,994,914 shares following the sale, alongside smaller blocks of 219,359 and 22,010 shares. Footnotes explain a complex fund structure and state that various Leonard Green entities may be deemed indirect beneficial owners but formally disclaim beneficial ownership beyond their pecuniary interest.

Economically, this looks like a partial monetization by private‑equity‑related holders rather than a full exit, with no Rule 10b5‑1 trading plan or similar pre‑planning disclosure mentioned in the excerpt. Future ownership levels and any additional sales will appear in subsequent beneficial‑ownership and insider reports.

Insider Trade Summary

Net Seller: 3,006,100 shares ($97,728,311)

Net Sell 3 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 null | null | null | null | null | null | null | null | null | null

Sold 3,006,100 shs ($97.73M)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,951,282	$32.51	$95.95M
Sale	Common Stock	4,999	$32.51	$163K
Sale	Common Stock	49,819	$32.51	$1.62M

Holdings After Transaction: Common Stock — 12,994,914 shares (Direct, null)

Footnotes (1)

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"). Represents shares of Common Stock held by Green LTF. 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"). 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. 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. Represents shares of Common Stock sold by Associates VI-A. Represents shares of Common Stock held by Associates VI-A. Represents shares of Common Stock sold by Associates VI-B. Represents shares of Common Stock held by Associates VI-B.

Key Figures

Shares sold (total): 3,006,100 shares Sale price: $32.51 per share Shares after sale (position 1): 219,359 shares +3 more

6 metrics

Shares sold (total) 3,006,100 shares Aggregate open-market sales on May 21, 2026

Sale price $32.51 per share Price for all reported Common Stock sales

Shares after sale (position 1) 219,359 shares Common Stock held following one reported sale line

Shares after sale (position 2) 22,010 shares Common Stock held following another reported sale line

Shares after sale (large position) 12,994,914 shares Common Stock held after largest reported sale line

Net share change -3,006,100 shares Net buy/sell shares across all transactions in Form 4

Key Terms

indirect beneficial owner, ten percent holder, pecuniary interest, Section 16 of the Securities Exchange Act of 1934, +1 more

5 terms

indirect beneficial owner financial

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

ten percent holder financial

"therefore, a "ten percent holder" hereunder"

pecuniary interest financial

"disclaims beneficial ownership ... except to the extent of its 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

"Represents shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock")"

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.

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^*

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

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	05/21/2026		S		2,951,282(1)	D	$32.51	12,994,914(2)	D(3)(4)(5)
Common Stock	05/21/2026		S		4,999(6)	D	$32.51	22,010(7)	D(3)(4)(5)
Common Stock	05/21/2026		S		49,819(8)	D	$32.51	219,359(9)	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		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		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		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		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		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		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		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		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		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		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").

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 Associates VI-A.

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

8. Represents shares of Common Stock sold by Associates VI-B.

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

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	05/26/2026
	** 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 insider transaction did Life Time Group Holdings (LTH) report?

Affiliates of Leonard Green & Partners reported open‑market sales of 3,006,100 Life Time Group Holdings Common Stock shares at $32.51 per share on May 21, 2026. These transactions were standard stock sales, not option exercises or gifts, and reduced but did not eliminate their holdings.

Who sold Life Time Group Holdings (LTH) shares in this Form 4 filing?

The sales were made by Green LTF Holdings II LP and related co‑investment vehicles LGP Associates VI‑A LLC and LGP Associates VI‑B LLC. These entities are affiliated with Leonard Green & Partners through various general partner and management relationships described in the footnotes.

How many Life Time Group Holdings (LTH) shares were sold and at what price?

The filing reports aggregate sales of 3,006,100 shares of Life Time Group Holdings Common Stock. All reported sales occurred at a price of $32.51 per share, reflecting open‑market or private transactions as indicated by transaction code “S” in the Form 4 data.

How many Life Time Group Holdings (LTH) shares do the selling entities still hold?

After the reported transactions, one Green LTF position shows 219,359 shares, another line shows 22,010 shares, and a larger position shows 12,994,914 shares. These figures indicate that the Leonard Green–affiliated entities continue to hold a significant stake following the May 21, 2026 sales.

Do Leonard Green–affiliated entities claim full beneficial ownership of these LTH shares?

The reporting entities state they may be deemed indirect beneficial owners under Section 16 because of their roles and ownership interests. However, they expressly disclaim beneficial ownership of securities not held of record, except to the extent of their pecuniary interest in those Life Time Group Holdings shares.

Was a Rule 10b5-1 trading plan mentioned for these Life Time (LTH) insider sales?

The provided excerpt does not reference any Rule 10b5‑1 trading plan or similar pre‑arranged trading arrangement. The transactions are characterized as open‑market or private sales under transaction code “S,” without additional planning disclosures in the visible footnotes.