Life Time Group (NYSE: LTH) affiliated funds sell and transfer millions of shares

Rhea-AI Filing Summary

Life Time Group Holdings, Inc. reported that investment entities affiliated with director and 10% owner John G. Danhakl completed significant indirect share dispositions. Green LTF Holdings II LP, LGP Associates VI-A LLC, and LGP Associates VI-B LLC sold a total of 2,493,083 shares of common stock at $28.60 per share in a private transaction exempt from registration. In a separate private transaction with the company, these entities also transferred 1,178,846 shares to the issuer at $28.60 per share. After these transactions, Green LTF, Associates VI-A, and Associates VI-B together owned 21,234,132 shares of common stock. Mr. Danhakl may be deemed an indirect beneficial owner of these securities but expressly disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

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

Net Sell 2 txns

Insider DANHAKL JOHN G

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. 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. 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: 2,493,083 shares at $28.60 Disposition to issuer: 1,178,846 shares at $28.60 Post-transaction aggregate holdings: 21,234,132 shares +3 more

6 metrics

Private sale 2,493,083 shares at $28.60 Common Stock sold in private transaction exempt from registration

Disposition to issuer 1,178,846 shares at $28.60 Common Stock transferred in private transaction to the issuer

Post-transaction aggregate holdings 21,234,132 shares Shares owned by Green LTF, Associates VI-A, and Associates VI-B after transactions

Green LTF holdings 20,846,918 shares Shares of Common Stock owned by Green LTF after transactions

Associates VI-A holdings 35,310 shares Shares of Common Stock owned by LGP Associates VI-A LLC after transactions

Associates VI-B holdings 351,904 shares Shares of Common Stock owned by LGP Associates VI-B LLC after transactions

Key Terms

private transaction, exempt from registration, indirect beneficial owner, disclaims beneficial ownership, +1 more

5 terms

private transaction financial

"sold by Green LTF Holdings II LP ... in each case 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

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

indirect beneficial owner financial

"may be deemed ... to be the indirect beneficial owner of the securities owned by Green LTF, Associates VI-A, and Associates VI-B"

disclaims beneficial ownership regulatory

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

Disposition to issuer financial

"transaction_code "D" ... transaction_code_description "Disposition to issuer""

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	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. 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.

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 transactions did LTH director John G. Danhakl report?

John G. Danhakl reported indirect dispositions of Life Time Group Holdings common stock through affiliated entities. Those entities sold 2,493,083 shares in a private transaction and transferred 1,178,846 shares back to the issuer, both at $28.60 per share, under exemptions from Securities Act registration.

How many LTH shares were sold in the private transaction and at what price?

Affiliated entities sold 2,493,083 Life Time Group Holdings shares at $28.60 per share in a private transaction. This total includes 2,447,621 shares by Green LTF Holdings II LP, 4,145 by LGP Associates VI-A LLC, and 41,317 by LGP Associates VI-B LLC, all exempt from registration.

What was the disposition to the issuer in the LTH Form 4 filing?

The Form 4 shows a disposition of 1,178,846 Life Time Group Holdings shares to the issuer at $28.60 per share. This comprised 1,157,349 shares from Green LTF, 1,960 from Associates VI-A, and 19,537 from Associates VI-B, executed as private transactions with the company.

How many LTH shares do the affiliated entities hold after these transactions?

Following the reported transactions, Green LTF, Associates VI-A, and Associates VI-B together hold 21,234,132 Life Time Group Holdings shares. This total includes 20,846,918 shares at Green LTF, 35,310 at Associates VI-A, and 351,904 at Associates VI-B, as disclosed in the filing footnotes.

Does John G. Danhakl claim full beneficial ownership of the LTH shares?

No. The filing states Mr. Danhakl may be deemed an indirect beneficial owner of securities held by Green LTF, Associates VI-A, and Associates VI-B. He disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, limiting his asserted economic stake.

Were the LTH insider transactions open-market sales or private deals?

The filing describes the 2,493,083-share sale as a private transaction exempt from registration, not an exchange trade. The 1,178,846-share disposition was also a private transaction, but directly with the issuer, reflecting a transaction to the company rather than the open market.