Director-linked funds at Life Time (NYSE: LTH) sell 4.99M shares, keep large stake

Rhea-AI Filing Summary

Life Time Group Holdings director-affiliated entities reported a large open-market stock sale. Investment vehicles Green LTF Holdings II LP, LGP Associates VI-A LLC, and LGP Associates VI-B LLC sold a total of 4,991,749 shares of Life Time Group Holdings Common Stock at an average price of $31.46 per share.

After these transactions, the entities together still owned 16,242,383 shares of Common Stock. Director John Kristofer Galashan may be deemed an indirect beneficial owner through his roles with these entities, but he disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.

Insights

Corporate governance and insider-trading analyst

Large director-linked entities sold 4.99M Life Time shares but retained a sizable stake.

Entities associated with director John Kristofer Galashan sold 4,991,749 shares of Life Time Group Holdings Common Stock at $31.46 per share in open-market transactions. The sale was executed by funds and LLCs, not in Galashan’s personal account.

Following the sale, these entities collectively held 16,242,383 shares, indicating they remain significant holders. Galashan may be deemed an indirect beneficial owner for Section 16 purposes but expressly disclaims beneficial ownership beyond his pecuniary interest. The filing does not reference any Rule 10b5-1 trading plan, so timing context is not provided here.

Insider Trade Summary

Net Seller: 4,991,749 shares ($157,040,424)

Net Sell 1 txn

Insider Galashan John Kristofer

Role null

Sold 4,991,749 shs ($157.04M)

Type	Security	Shares	Price	Value
Sale	Common Stock	4,991,749	$31.46	$157.04M

Holdings After Transaction: Common Stock — 16,242,383 shares (Indirect, See footnote.)

Footnotes (1)

1. Represents 4,900,722 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 82,726 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, 15,946,196 shares are owned by Green LTF, 27,009 shares are owned by Associates VI-A, and 269,178 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.

Key Figures

Shares sold: 4,991,749 shares Average sale price: $31.46 per share Post-transaction holdings: 16,242,383 shares +3 more

6 metrics

Shares sold 4,991,749 shares Common Stock sold in open-market transactions

Average sale price $31.46 per share Price for the reported Common Stock sales

Post-transaction holdings 16,242,383 shares Common Stock held by related entities after sale

Shares sold by Green LTF 4,900,722 shares Portion of total sold by Green LTF Holdings II LP

Shares sold by Associates VI-A 8,301 shares Common Stock sold by LGP Associates VI-A LLC

Shares sold by Associates VI-B 82,726 shares Common Stock sold by LGP Associates VI-B LLC

Key Terms

indirect beneficial owner, pecuniary interest, Section 16 of the Securities Exchange Act of 1934, Common Stock, +1 more

5 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 therein"

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.

Common Stock financial

"shares of the Issuer's Common Stock, par value $0.01 per share"

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.

indirect financial

"directly (whether through ownership or position) or indirectly through one or more intermediaries"

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 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)
05/07/2026

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	05/07/2026		S		4,991,749(1)	D	$31.46	16,242,383(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 4,900,722 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 82,726 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, 15,946,196 shares are owned by Green LTF, 27,009 shares are owned by Associates VI-A, and 269,178 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	05/11/2026
	** 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

How many Life Time Group (LTH) shares were sold in this Form 4?

A total of 4,991,749 shares of Life Time Group Holdings Common Stock were sold. The sales were executed by Green LTF Holdings II LP and two LGP Associates entities in open-market transactions at an average price of $31.46 per share.

Who actually sold Life Time Group (LTH) shares in this insider filing?

The sellers were Green LTF Holdings II LP, LGP Associates VI-A LLC, and LGP Associates VI-B LLC. Director John Kristofer Galashan is associated with these entities but filed disclaimers, stating he is not the beneficial owner beyond any pecuniary interest.

What is the remaining Life Time Group (LTH) stake after the reported sale?

After the reported transactions, the entities associated with John Kristofer Galashan together held 16,242,383 Life Time Group Common Stock shares. This total reflects 15,946,196 shares at Green LTF, 27,009 at Associates VI-A, and 269,178 at Associates VI-B as disclosed.

At what price were the Life Time Group (LTH) shares sold in this Form 4?

The reported sale price for the Life Time Group Holdings Common Stock transactions was $31.46 per share. This reflects the average price received in the open-market or private transactions disclosed for the 4,991,749 shares sold by the related investment entities.

Does John Kristofer Galashan personally own the Life Time Group (LTH) shares reported?

The filing states John Kristofer Galashan may be deemed an indirect beneficial owner through Green LTF and LGP entities. However, he disclaims beneficial ownership of the securities reported except to the extent of his pecuniary interest in those entities.