Leonard Green funds trim Life Time (LTH) stake with 2.2M-share sale

Rhea-AI Filing Summary

Life Time Group Holdings, Inc. reported that investment entities affiliated with Leonard Green & Partners, including Green LTF Holdings II LP, LGP Associates VI-A LLC and LGP Associates VI-B LLC, collectively sold 2,208,580 shares of Common Stock in private transactions at $28.60 per share, exempt from registration under the Securities Act of 1933. After these sales, the reporting entities continue to hold multi‑million share positions, and they each disclaim beneficial ownership of shares not held of record, except to the extent of their pecuniary interest.

Insider Trade Summary

Net Seller: 2,208,580 shares ($63,165,388)

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 2,208,580 shs ($63.17M)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,168,305	$28.60	$62.01M
Sale	Common Stock	3,673	$28.60	$105K
Sale	Common Stock	36,602	$28.60	$1.05M

Holdings After Transaction: Common Stock — 10,826,609 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") in a private transaction exempt from registration under the Securities Act of 1933. 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 in a private transaction exempt from registration under the Securities Act of 1933. Represents shares of Common Stock held by Associates VI-A. Represents shares of Common Stock sold by Associates VI-B in a private transaction exempt from registration under the Securities Act of 1933. Represents shares of Common Stock held by Associates VI-B.

Key Figures

Shares sold: 2,208,580 shares Sale price: $28.60 per share Green LTF post-sale holding: 182,757 shares +2 more

5 metrics

Shares sold 2,208,580 shares Aggregate shares sold by affiliated entities

Sale price $28.60 per share Price for Common Stock in private transactions

Green LTF post-sale holding 182,757 shares Common Stock following reported transaction

Associates VI-A post-sale holding 18,337 shares Common Stock following reported transaction

Large fund post-sale holding 10,826,609 shares Common Stock following reported transaction

Key Terms

private transaction, exempt from registration, indirect beneficial owner, pecuniary interest, +1 more

5 terms

private transaction financial

"sold by Green LTF Holdings II LP in a private transaction exempt from registration"

A private transaction is the sale or transfer of securities, assets, or ownership stakes carried out directly between a small number of parties rather than on a public exchange. For investors it matters because these deals are less visible and often less liquid than public trades, so pricing can be harder to verify, the investment can be harder to sell quickly, and buyers or sellers may gain strategic advantages not available in open markets — like negotiated terms similar to a private garage sale versus a crowded marketplace.

exempt from registration regulatory

"sold by Green LTF Holdings II LP in a private transaction exempt from registration under the Securities Act of 1933"

indirect beneficial owner regulatory

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

pecuniary interest financial

"disclaims beneficial ownership ... except to the extent of its pecuniary interest therein"

ten percent holder regulatory

"and, therefore, a "ten percent holder" hereunder"

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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)
06/04/2026

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	06/04/2026		S		2,168,305(1)	D	$28.6	10,826,609(2)	D(3)(4)(5)
Common Stock	06/04/2026		S		3,673(6)	D	$28.6	18,337(7)	D(3)(4)(5)
Common Stock	06/04/2026		S		36,602(8)	D	$28.6	182,757(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") in a private transaction exempt from registration under the Securities Act of 1933.

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

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

8. Represents shares of Common Stock sold by Associates VI-B in a private transaction exempt from registration under the Securities Act of 1933.

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	06/05/2026
	** 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 did Leonard Green-affiliated holders do in this Life Time (LTH) Form 4?

Affiliated investment entities reported selling 2,208,580 shares of Life Time Common Stock in private transactions at $28.60 per share, while continuing to hold significant remaining positions through various Leonard Green-managed funds and related entities.

Which entities sold Life Time (LTH) shares in the reported transactions?

The sales were made by Green LTF Holdings II LP, LGP Associates VI-A LLC, and LGP Associates VI-B LLC, all investment vehicles associated with Leonard Green & Partners and its related funds, acting as holders of Life Time Common Stock.

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

The filing shows 2,208,580 shares of Life Time Common Stock sold at a price of $28.60 per share. These were structured as private transactions rather than open-market trades, according to the filing’s footnote disclosures.

Were the Life Time (LTH) share sales open-market or private transactions?

Although coded as sales, the detailed footnotes state the shares were sold in private transactions that were exempt from registration under the Securities Act of 1933, not traditional open‑market exchange trades.

Do Leonard Green-affiliated entities claim full beneficial ownership of Life Time (LTH) shares?

The reporting persons disclaim beneficial ownership of Life Time securities not held of record by them, except to the extent of their pecuniary interest. This limits how their ownership is treated for Section 16 and other legal purposes.

How many Life Time (LTH) shares remain held after the reported sales?

After the transactions, the reported positions include 182,757 shares, 18,337 shares, and 10,826,609 shares across the involved entities. These figures show the funds still hold sizeable stakes following the dispositions.