LifeStance Health Group Announces Launch of Secondary Public Offering
Rhea-AI Summary
LifeStance Health Group (Nasdaq: LFST) announced on February 25, 2026 that certain selling stockholders intend to offer 25,000,000 shares of common stock under an existing shelf registration. The company will not sell shares and will not receive proceeds.
LifeStance authorized a concurrent repurchase of 7,000,000 shares from the underwriter, subject to the offering’s completion and customary conditions; J.P. Morgan is the underwriter. The shelf registration became effective on May 21, 2024. The repurchase price will match the offering price and the underwriter will not receive fees on repurchased shares.
Positive
- Company avoids dilution by not selling shares and receiving no offering proceeds
- Repurchase authorized for 7,000,000 shares could reduce net supply if completed
- Underwriter named: J.P. Morgan acting as underwriter
Negative
- Large secondary: 25,000,000 shares offered by selling stockholders increases potential supply
- No company proceeds: LifeStance will receive no cash from the offering
- Repurchase conditional: 7,000,000-share buyback depends on offering completion and customary conditions
Key Figures
Market Reality Check
Peers on Argus
LFST gained 0.71% with elevated volume, while close peers were mixed (ACHC +2.61%, ADUS +2.13%, AMED/SGRY/CON modestly negative), suggesting a stock-specific response to the offering announcement.
Previous Offering Reports
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| May 21 | Secondary offering pricing | Negative | -22.3% | Pricing of 20M-share secondary at $6.25 with 3M-share underwriter option. |
| May 21 | Secondary offering launch | Negative | -22.3% | Launch of 20M-share secondary sale by existing stockholders under SEC registration. |
Prior secondary offerings by selling stockholders led to sharp negative moves of about -22.33%, indicating this news type has historically pressured the stock.
Recent history for LifeStance shows two notable secondary offerings on May 21, 2024. Both involved 20,000,000 shares sold by existing stockholders, with an additional 3,000,000-share option and pricing at $6.25 per share. The stock reacted about -22.33% around these offering headlines. Today’s launch of another secondary by selling stockholders, paired with an authorized company repurchase, fits this pattern of ownership rebalancing without primary capital raising.
Historical Comparison
In the past, LFST’s two secondary offering headlines each coincided with about a -22.33% move, so today’s modest gain of 0.71% marks a far milder reaction to similar news.
The company has repeatedly used secondary offerings for existing stockholders, with current news adding a concurrent 7M-share repurchase authorization to that pattern.
Market Pulse Summary
This announcement details a secondary sale of 25,000,000 shares by existing LifeStance stockholders, alongside authorization for the company to repurchase 7,000,000 shares from the underwriter on the same terms. The company itself receives no proceeds. Historically, similar offerings around May 21, 2024 coincided with moves of about -22.33%. Investors may watch execution of the sale and repurchase, trading volumes, and any follow-on disclosures about ownership changes.
Key Terms
secondary public offering financial
prospectus regulatory
prospectus supplement regulatory
underwriter financial
AI-generated analysis. Not financial advice.
SCOTTSDALE, Ariz., Feb. 25, 2026 (GLOBE NEWSWIRE) -- LifeStance Health Group, Inc. (“LifeStance” or the “Company”) (Nasdaq: LFST), one of the nation’s largest providers of virtual and in-person outpatient mental health care, today announced that pursuant to a shelf registration statement filed with the Securities and Exchange Commission (the “SEC”), certain stockholders of the Company (the “Selling Stockholders”) intend to offer 25,000,000 shares of LifeStance’s common stock, par value
In addition, the Company has authorized the concurrent purchase from the underwriter of 7,000,000 shares of Common Stock (the “Repurchase”), subject to the completion of the offering. The price per share for the shares to be repurchased by the Company will be the same as the price per share payable by the underwriter to the Selling Stockholders. The underwriter will not receive any underwriting fees for the shares being repurchased by the Company. The Repurchase will be subject to completion of the offering and the satisfaction of other customary conditions. The offering is not conditioned upon the completion of the Repurchase.
J.P. Morgan is acting as the underwriter for the offering.
An automatic shelf registration statement (including a prospectus) relating to the offering of Common Stock was filed by LifeStance with the SEC on May 21, 2024 and became effective upon filing. Before you invest, you should read the prospectus in the shelf registration statement and the documents incorporated by reference therein and the prospectus supplement that the Company has filed with the SEC for more complete information about the Company and the offering. The offering will be made only by means of a prospectus and a related prospectus supplement relating to the offering, copies of which may be obtained by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com. A copy of the prospectus and the related prospectus supplement relating to the offering may also be obtained free of charge by visiting EDGAR on the SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Nothing herein should be construed as an offer to sell, or the solicitation of an offer to buy, any shares of Common Stock subject to the Repurchase.
About LifeStance
Founded in 2017, LifeStance (Nasdaq: LFST) is reimagining mental health. We are one of the nation’s largest providers of virtual and in-person outpatient mental health care for children, adolescents and adults experiencing a variety of mental health conditions. Our mission is to help people lead healthier, more fulfilling lives by improving access to trusted, affordable and personalized mental healthcare. LifeStance and its supported practices employ approximately 8,040 psychiatrists, advanced practice nurses, psychologists and therapists and operates across 33 states and more than 550 centers.
Forward-Looking Statements
This press release may contain “forward-looking” statements based on the Company’s beliefs and assumptions and on information currently available to the Company.
Forward-looking statements can be identified by words such as “anticipate,” “believe,” “envision,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “contemplate” and other similar expressions, although not all forward-looking statements contain these identifying words. For example, all statements we make regarding the terms of the proposed public offering and the Repurchase are forward-looking statements.
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by any forward-looking statements. These risks and uncertainties include, but are not limited to: if reimbursement rates paid by third-party payors are reduced or if third-party payors otherwise restrain our ability to obtain or deliver care to patients, our business could be harmed; we may not grow at the rates we historically have achieved or at all, even if our key metrics may imply future growth, including if we are unable to successfully execute on our growth initiatives and business strategies; if we fail to manage our growth effectively, our expenses could increase more than expected, our revenue may not increase proportionally or at all, and we may be unable to execute on our business strategy; our growth depends on our ability to recruit, acquire and retain clinicians; we operate in a competitive industry, and if we are not able to compete effectively, our business, results of operations and financial condition would be harmed; our business depends on our ability to effectively invest in, implement improvements to and properly maintain the uninterrupted operation and data integrity of our information technology and other business systems; we conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations or experience adverse publicity, which could have a material adverse effect on our business, results of operations and financial condition; we are dependent on our relationships with supported practices, which we do not own, to provide health care services, and our business would be harmed if those relationships were disrupted or if our arrangements with these entities became subject to legal challenges; if we are unable to adapt to healthcare reform legislation and other changes in the healthcare industry and in healthcare spending, our business could be harmed; if our or our vendors’ security measures fail or are breached and unauthorized access to our employees’, patients’ or partners’ data is obtained, our systems may be perceived as insecure, we may incur significant liabilities, including through private litigation or regulatory action, our reputation may be harmed, and we could lose patients and partners; our existing indebtedness could adversely affect our business and growth prospects; and other risks and uncertainties set forth under “Risk Factors” included in the reports we have filed or will file with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent filings made with the SEC.
For the reasons described above, we caution you against relying on any forward-looking statements, which should be read in conjunction with the other cautionary statements included elsewhere in this press release and risk factors discussed from time to time in the Company’s filings with the SEC, which can be found at the SEC’s website at http://www.sec.gov. Any forward-looking statement in this presentation speaks only as of the date of this press release. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update or revise any forward-looking statement after the date of this press release, whether as a result of new information, future developments or otherwise, except as may be required by law. No recipient should, therefore, rely on these forward-looking statements as representing the views of the Company or its management as of any date subsequent to the date of the press release.
Investor Relations Contact Monica Prokocki VP of Finance & Investor Relations 602-767-2100 investor.relations@lifestance.com
FAQ
What is LifeStance (LFST) offering on February 25, 2026?
Will LifeStance (LFST) receive proceeds from the 25,000,000-share offering?
What is the 7,000,000-share repurchase announced by LifeStance (LFST)?
Who is the underwriter for LifeStance (LFST) offering and will they take fees on repurchased shares?
Is the 7,000,000-share repurchase guaranteed after the offering for LFST?
Where can investors find the prospectus for the LFST secondary offering?
