[Form 4] Life Time Group Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Life Time Group Holdings, Inc. (LTH) insiders associated with Leonard Green sold shares on 09/11/2025 at $28.95 per share. Green LTF Holdings II LP reported disposition of 4,900,945 shares, leaving 24,451,888 shares beneficially owned by Green LTF. LGP Associates VI-A LLC sold 8,301 shares, leaving 41,415, and LGP Associates VI-B LLC sold 82,730 shares, leaving 412,758. Multiple related reporting persons and entities are listed as directors or 10% owners and disclaim beneficial ownership except for pecuniary interests. The filing is signed by an attorney-in-fact on 09/15/2025.

Positive

• Timely SEC disclosure filed identifying insider transactions and related parties
• Remaining substantial holdings retained by reporting entities after the dispositions

Negative

• Large share dispositions by Green LTF (4,900,945 shares) and affiliates on 09/11/2025
• Sales by 10% holders and affiliated directors may be perceived negatively by the market
• No disclosed reason for the large dispositions in the filing

Insights

Securities Analyst

TL;DR: Large, coordinated dispositions by affiliated 10% holders at $28.95 may be perceived negatively by investors due to scale of sales.

The report documents substantial common stock sales by Green LTF and affiliated entities totaling multiple millions of shares disposed on 09/11/2025 at $28.95 per share, reducing their reported holdings but leaving sizable residual stakes. Such sizable dispositions by a 10% holder and affiliated entities are material events that can weigh on market perception, though the filing includes standard disclaimers of beneficial ownership and indicates sales rather than derivative exercises. No information on the reason for the sales or planned future transactions is provided in the filing.

Corporate Governance Expert

TL;DR: Filing shows compliance and disclosure from related parties, with directors tied to reporting entities; governance implications are routine to monitor.

The Form 4 names multiple affiliated entities and notes two board members who are partners of Leonard Green & Partners, clarifying potential indirect beneficial ownership under Section 16. The disclosure and disclaimers are standard practice to delineate record versus beneficial ownership. While the sales are large, the filing itself follows Section 16 formatting and includes an attorney-in-fact signature, indicating procedural compliance. The document does not provide context about corporate governance decisions tied to the sales.

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 CA 90025

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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	09/11/2025		S		4,900,945(1)	D	$28.95	24,451,888(2)	D(3)(4)(5)
Common Stock	09/11/2025		S		8,301(6)	D	$28.95	41,415(7)	D(3)(4)(5)
Common Stock	09/11/2025		S		82,730(8)	D	$28.95	412,758(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 CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	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 CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	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 CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	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 CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	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 CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	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 CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	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 CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	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 CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	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 CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	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 CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	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").

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.

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

8. Represents shares of Common Stock sold by Associates VI-B.

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	09/15/2025
	** 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.

FAQ

What insider transactions did Life Time Group Holdings (LTH) report on Form 4?

The filing reports dispositions on 09/11/2025 by Green LTF and affiliated entities at $28.95 per share, including 4,900,945 shares sold by Green LTF.

How many shares did LGP Associates VI-B LLC hold after the reported sale?

After selling 82,730 shares on 09/11/2025, LGP Associates VI-B LLC reported 412,758 shares beneficially owned.

Who signed the Form 4 for these transactions?

The Form 4 was signed by /s/ Andrew C. Goldberg, Attorney-in-fact on 09/15/2025.

Which reporting persons are identified as directors or 10% owners?

Entities including Green LTF, GEI VI, GEI Side VI, Green VI Holdings, LGP entities, Associates VI-A/Vl-B, and Peridot are marked as Director and 10% Owner where applicable.

Does the filing explain why the shares were sold?

No. The Form 4 lists the dispositions and quantities but does not state the reasons for the sales.