LifeStance (LFST) Filing: Insider Notice to Sell 5.15M Shares

Rhea-AI Filing Summary

LifeStance Health Group, Inc. (LFST) submitted a Form 144 notice for a proposed sale of securities under Rule 144. The filing shows 5,148,494 shares of Common Stock are planned to be sold through Morgan Stanley & Co. LLC on or about 08/18/2025, with an aggregate market value of $27,853,352.54 and 388,936,394 shares outstanding. The securities were acquired on 06/10/2021 in a pre-IPO transaction, totaling 29,542,786 shares acquired on that date. No securities were reported sold in the past three months. The filer certifies they do not possess undisclosed material adverse information about the issuer.

Positive

• Provides transparent disclosure of proposed insider-related sale including broker, share count, and acquisition date
• No sales reported in prior three months, per the filing

Negative

• Large proposed sale size: 5,148,494 shares with aggregate market value of $27,853,352.54 may increase share supply on the market
• Securities were acquired pre-IPO, indicating this is insider/control-related liquidity rather than new issuance

Insights

Securities Analyst

TL;DR: Insider-originated sale of 5.15M LifeStance shares valued at $27.85M, executed through Morgan Stanley.

The filing documents a Rule 144 notice for an approximately $27.9 million proposed secondary sale of common stock by parties that acquired shares pre-IPO on 06/10/2021. The volume represents a single-block selling notice that could increase share supply on the indicated date. The notice states no sales in the prior three months, and lists 388,936,394 shares outstanding, which provides context for the sale's scale. This is a routine regulatory disclosure required for restricted or control securities being offered into the market.

Corporate Governance Expert

TL;DR: Rule 144 notice reflects a compliant disclosure of intended insider-related sale; not itself a corporate action.

The Form 144 provides required particulars: broker identity, share count, acquisition history, and representation about material non-public information. It confirms the securities were acquired in a pre-IPO transaction and that the filer asserts no undisclosed adverse information. The form does not disclose any change in management, corporate policy, or issuer financials, so its governance implication is limited to transparency around planned insider liquidity.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Morgan Stanley & Co. LLC 1585 Broadway New York NY 10036	5148494	27853352.54	388936394	08/18/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	06/10/2021	Pre-IPO Transactions	LifeStance Health Group Inc.			29542786	06/10/2021	Equity interests in the Issuer were purchased pre-IPO.

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What is the size and value of the proposed LFST sale?

The filing proposes sale of 5,148,494 common shares with an aggregate market value of $27,853,352.54.

When is the proposed sale scheduled for LFST?

The approximate date of sale listed in the Form 144 is 08/18/2025.

Who is the broker handling the proposed LFST sale?

The listed broker is Morgan Stanley & Co. LLC, 1585 Broadway, New York, NY 10036.

When were the shares being sold originally acquired?

The securities were acquired on 06/10/2021 in pre-IPO transactions, totaling 29,542,786 shares acquired.

Does the filing report recent prior sales by the seller?

The filing states Nothing to Report for securities sold during the past three months.