Funds tied to Life Time (NYSE: LTH) director trim stake in multi-million share sale

Rhea-AI Filing Summary

Life Time Group Holdings, Inc. insider-related entities reported significant share sales and a separate transfer to the issuer. Investment vehicles Green LTF Holdings II LP, LGP Associates VI-A LLC, and LGP Associates VI-B LLC sold a combined 2,493,083 shares of Common Stock in a private transaction at $28.60 per share. In a separate transaction, these entities transferred 1,178,846 shares to the company at $28.60 per share. After these transactions, the entities together held 21,234,132 shares of Common Stock. Mr. John Kristofer Galashan may be deemed an indirect beneficial owner through these entities but expressly disclaims beneficial ownership except to the extent of his pecuniary interest.

Insights

Equity ownership analyst

Funds linked to Galashan sold shares but retained a large remaining position.

Entities associated with John Kristofer Galashan disposed of shares in two blocks: 2,493,083 shares of Life Time Group Holdings, Inc. Common Stock in a private sale and 1,178,846 shares in a transaction with the issuer, both at $28.60 per share. These are significant transactions in absolute share terms.

Following the deals, the entities still held 21,234,132 shares, indicating a sizeable continuing stake. The filing states that Mr. Galashan may be deemed an indirect beneficial owner under Section 16 but disclaims beneficial ownership beyond his pecuniary interest, framing these as fund-level portfolio moves rather than clearly personal trading decisions.

The absence of derivative positions in this filing and the large remaining share balance suggest a partial reduction rather than a full exit. Future ownership changes, if any, would appear in subsequent beneficial ownership or insider reports and would further clarify how these investment vehicles manage their stake over time.

Insider Trade Summary

Net Seller: 2,493,083 shares ($71,302,174)

Net Sell 2 txns

Insider Galashan John Kristofer

Role null

Sold 2,493,083 shs ($71.30M)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,493,083	$28.60	$71.30M
Disposition	Common Stock	1,178,846	$28.60	$33.71M

Holdings After Transaction: Common Stock — 22,412,978 shares (Indirect, See footnote.)

Footnotes (1)

1. Represents 2,447,621 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"), 4,145 shares of Common Stock sold by LGP Associates VI-A LLC ("Associates VI-A"), and 41,317 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, 22,004,267 shares are owned by Green LTF, 37,270 shares are owned by Associates VI-A, and 371,441 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. Represents 1,157,349 shares of Common Stock sold by Green LTF, 1,960 shares of Common Stock sold by Associates VI-A, and 19,537 shares of Common Stock sold by Associates VI-B in each case in a private transaction to the Issuer. Represents shares of Common Stock owned by Green LTF, Associates VI-A, and Associates VI-B. Of the shares of Common Stock reported, 20,846,918 shares are owned by Green LTF, 35,310 shares are owned by Associates VI-A, and 351,904 shares are owned by Associates VI-B.

Key Figures

Private sale shares: 2,493,083 shares Issuer disposition shares: 1,178,846 shares Sale price: $28.60 per share +2 more

5 metrics

Private sale shares 2,493,083 shares Common Stock sold in private transaction at $28.60 per share

Issuer disposition shares 1,178,846 shares Common Stock transferred to issuer at $28.60 per share

Sale price $28.60 per share Price for both the private sale and disposition to issuer

Shares after transactions 21,234,132 shares Total Common Stock owned by Green LTF, Associates VI-A and VI-B after both transactions

Shares owned pre-sale block 22,412,978 shares Common Stock held by the entities before reported transactions

Key Terms

Disposition to issuer, indirect beneficial owner, Section 16 of the Securities Exchange Act of 1934, private transaction exempt from registration, +1 more

5 terms

Disposition to issuer financial

"Represents 1,157,349 shares of Common Stock sold by Green LTF ... in a private transaction to the Issuer."

indirect beneficial owner regulatory

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

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, to be the indirect beneficial owner..."

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.

private transaction exempt from registration regulatory

"in each case in a private transaction exempt from registration under the Securities Act of 1933."

pecuniary interest financial

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

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

2a. Foreign Trading Symbol

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

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	05/05/2026		S		2,493,083(1)	D	$28.6	22,412,978(2)	I	See footnote.(3)
Common Stock	05/05/2026		D		1,178,846(4)	D	$28.6	21,234,132(5)	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 2,447,621 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"), 4,145 shares of Common Stock sold by LGP Associates VI-A LLC ("Associates VI-A"), and 41,317 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, 22,004,267 shares are owned by Green LTF, 37,270 shares are owned by Associates VI-A, and 371,441 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.

4. Represents 1,157,349 shares of Common Stock sold by Green LTF, 1,960 shares of Common Stock sold by Associates VI-A, and 19,537 shares of Common Stock sold by Associates VI-B in each case in a private transaction to the Issuer.

5. Represents shares of Common Stock owned by Green LTF, Associates VI-A, and Associates VI-B. Of the shares of Common Stock reported, 20,846,918 shares are owned by Green LTF, 35,310 shares are owned by Associates VI-A, and 351,904 shares are owned by Associates VI-B.

	/s/Andrew C. Goldberg, Attorney-in-fact	05/07/2026
	** 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-related entities sold Life Time Group Holdings (LTH) shares in this Form 4?

The transactions involve shares of Life Time Group Holdings owned by Green LTF Holdings II LP, LGP Associates VI-A LLC, and LGP Associates VI-B LLC. These investment entities executed the reported sales and dispositions, with Mr. Galashan reported as a potential indirect beneficial owner.

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

Entities linked to Mr. Galashan sold 2,493,083 shares of Life Time Group Holdings Common Stock in a private transaction at $28.60 per share. This reflects a sizeable secondary sale by existing holders rather than new share issuance by the company.

What is the disposition to issuer reported in the Life Time Group Holdings (LTH) Form 4?

The filing reports a disposition to the issuer of 1,178,846 shares of Life Time Group Holdings Common Stock at $28.60 per share. These shares were transferred in a private transaction directly to the company, separate from the larger private sale to other buyers.

How many Life Time Group Holdings (LTH) shares do the entities associated with Mr. Galashan hold after the transactions?

After the reported sale and issuer disposition, entities associated with Mr. Galashan collectively hold 21,234,132 shares of Life Time Group Holdings Common Stock. This remaining balance shows they continue to own a substantial stake despite the significant share disposals.

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

The filing explains that Mr. Galashan may be deemed an indirect beneficial owner of shares held by Green LTF and related entities for Section 16 purposes, but he disclaims beneficial ownership except to the extent of his pecuniary interest in those investment vehicles.

What types of transactions are reported in this Life Time Group Holdings (LTH) Form 4?

The Form 4 shows two non-derivative transactions in Common Stock: an open-market or private sale of 2,493,083 shares and a disposition to the issuer of 1,178,846 shares. Both occurred on the same date at $28.60 per share.