Director-linked entities of Life Time (NYSE: LTH) sell 3.0M shares, retain large stake

Rhea-AI Filing Summary

Life Time Group Holdings director-associated entities sold a large block of shares. On 2026-05-21, entities linked to director John G. Danhakl sold 3,006,100 shares of Life Time Group Holdings, Inc. common stock in open‑market transactions at a price of $32.51 per share.

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 13,236,283 shares of common stock. Danhakl may be deemed an indirect beneficial owner but expressly disclaims beneficial ownership beyond his pecuniary interest.

Insights

Equity ownership and governance analyst

Director-linked entities sold 3.0M LTH shares but retain a sizable stake.

Entities associated with director John G. Danhakl executed an open‑market sale of 3,006,100 shares of Life Time Group Holdings, Inc. common stock at $32.51 per share. The transaction is clearly coded as an open‑market sale rather than a grant, exercise, or tax‑related event.

Post‑transaction, Green LTF Holdings II LP, LGP Associates VI-A LLC, and LGP Associates VI-B LLC collectively hold 13,236,283 shares, indicating a remaining substantial position. Danhakl may be deemed an indirect beneficial owner for Section 16 purposes but disclaims beneficial ownership except for his pecuniary interest, underscoring that these are entity‑level transactions rather than personal trades.

As a single open‑market sale without derivative activity or disclosed trading plan context, this looks like portfolio rebalancing by sponsor‑related vehicles. The overall investment thesis impact depends on how this block size compares with the company’s total shares outstanding, which is not detailed in the provided information.

Insider Trade Summary

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

Net Sell 1 txn

Insider DANHAKL JOHN G

Role null

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

Type	Security	Shares	Price	Value
Sale	Common Stock	3,006,100	$32.51	$97.73M

Holdings After Transaction: Common Stock — 13,236,283 shares (Indirect, See footnote.)

Footnotes (1)

1. Represents 2,951,282 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"), 4,999 shares of Common Stock sold by LGP Associates VI-A LLC ("Associates VI-A"), and 49,819 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, 12,994,914 shares are owned by Green LTF, 22,010 shares are owned by Associates VI-A, and 219,359 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: 3,006,100 shares Sale price: $32.51 per share Post-sale holdings (total): 13,236,283 shares +3 more

6 metrics

Shares sold 3,006,100 shares Open-market sale on May 21, 2026

Sale price $32.51 per share Common stock transaction price

Post-sale holdings (total) 13,236,283 shares Shares owned by Green LTF, Associates VI-A and VI-B after sale

Post-sale holdings (Green LTF) 12,994,914 shares Common stock owned by Green LTF Holdings II LP after transactions

Post-sale holdings (Associates VI-A) 22,010 shares Common stock owned by LGP Associates VI-A LLC after transactions

Post-sale holdings (Associates VI-B) 219,359 shares Common stock owned by LGP Associates VI-B LLC after transactions

Key Terms

indirect beneficial owner, pecuniary interest, Section 16 of the Securities Exchange Act of 1934, open-market sale

4 terms

indirect beneficial owner financial

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

pecuniary interest financial

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

Section 16 of the Securities Exchange Act of 1934 regulatory

"may be deemed 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.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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)
05/21/2026

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	05/21/2026		S		3,006,100(1)	D	$32.51	13,236,283(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 2,951,282 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"), 4,999 shares of Common Stock sold by LGP Associates VI-A LLC ("Associates VI-A"), and 49,819 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, 12,994,914 shares are owned by Green LTF, 22,010 shares are owned by Associates VI-A, and 219,359 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	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 for John G. Danhakl?

Entities associated with director John G. Danhakl sold 3,006,100 shares of Life Time Group Holdings, Inc. common stock in open‑market transactions at $32.51 per share. The sale was reported on a Form 4 as an indirect transaction through investment entities.

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

The filing shows sales by Green LTF Holdings II LP, LGP Associates VI-A LLC, and LGP Associates VI-B LLC. These entities together sold 3,006,100 shares of Life Time Group Holdings, Inc. common stock on May 21, 2026, in open‑market transactions.

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

After the reported sales, the entities associated with John G. Danhakl collectively hold 13,236,283 shares of Life Time Group Holdings, Inc. common stock. This includes 12,994,914 shares at Green LTF, 22,010 at Associates VI-A, and 219,359 at Associates VI-B.

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

The filing states John G. Danhakl may be deemed an indirect beneficial owner of shares held by Green LTF and the Associates entities, but he disclaims beneficial ownership except to the extent of his pecuniary interest. The shares are legally owned by those investment entities.

What is the nature of the Life Time Group Holdings (LTH) Form 4 transaction for John G. Danhakl?

The transaction is classified as an open‑market sale of common stock, coded “S” on Form 4. It involves non‑derivative common shares, not option exercises or tax‑withholding events, and reflects selling activity by entities linked to director John G. Danhakl.