Ritadhwaja Jebens Singh - Feb 28, 2025 Form 4 Insider Report for Life Time Group Holdings, Inc. (LTH)

Role: EVP & CHIEF DIGITAL OFFICER
Signature: /s/ Stuart McFarland, Attorney-in-fact
Stock symbol: LTH
Transactions as of: Feb 28, 2025
Transactions value $: -$1,029,061
Form type: 4
Date filed: 3/3/2025, 06:06 PM
Previous filing: Jan 30, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	LTH	Common Stock	Award	$0	+61.7K	+45.3%	$0.00	198K	Feb 28, 2025	Direct
transaction	LTH	Common Stock	Award	$0	+26.1K	+13.21%	$0.00	224K	Feb 28, 2025	Direct	F1
transaction	LTH	Common Stock	Tax liability	-$1.03M	-33.8K	-15.08%	$30.46	190K	Feb 28, 2025	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id	Content
F1	The reporting person was granted performance stock units, each of which represented a contingent right to receive one share of the Issuer's common stock, subject to meeting a performance condition for the fiscal 2024 performance period and further time-based vesting requirements. Based on actual performance, the performance condition was met and the shares will vest the later of (a) determination of the Issuer's performance for fiscal 2026 for the remaining performance stock units and (b) the first full trading date following the release of the Issuer's financial results for fiscal 2026.
F2	The shares are subject to a lock-up agreement, effective as of 2/27/2025 (the "Lock-Up Date"), between the reporting person and J.P. Morgan Securities LLC and BofA Securities, Inc., pursuant to which such shares cannot be sold for 60 days following the Lock-Up Date, subject to certain exceptions.

Content

The reporting person was granted performance stock units, each of which represented a contingent right to receive one share of the Issuer's common stock, subject to meeting a performance condition for the fiscal 2024 performance period and further time-based vesting requirements. Based on actual performance, the performance condition was met and the shares will vest the later of (a) determination of the Issuer's performance for fiscal 2026 for the remaining performance stock units and (b) the first full trading date following the release of the Issuer's financial results for fiscal 2026.

The shares are subject to a lock-up agreement, effective as of 2/27/2025 (the "Lock-Up Date"), between the reporting person and J.P. Morgan Securities LLC and BofA Securities, Inc., pursuant to which such shares cannot be sold for 60 days following the Lock-Up Date, subject to certain exceptions.