LifeStance holders sell 22.25M shares; firm buys 2M
LifeStance Health disclosed a completed secondary sale of 22.25 million shares by selling stockholders and a concurrent 2 million share repurchase by the company.
Rhea-AI Filing Summary
LifeStance Health Group, Inc. (LFST) announced that it entered into an Underwriting Agreement with Barclays Capital Inc. and certain selling stockholders for an underwritten secondary offering of 22,250,000 shares of its common stock under an existing Form S-3 registration statement.
All offered shares were sold by the selling stockholders, and the company received no proceeds from the offering. Under the same agreement, LifeStance agreed to purchase 2,000,000 of those shares from the underwriter at the same price the underwriter paid the selling stockholders. The underwriter did not receive compensation for the shares repurchased by the company. The offering closed on September 11, 2026.
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8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Shares sold by selling stockholders: 22,250,000 shares
Shares repurchased by company: 2,000,000 shares
Registration statement: Form S-3, File No. 333-279585
+2 more
5 metrics
Shares sold by selling stockholders
22,250,000 shares
Common stock sold in the underwritten secondary offering
Shares repurchased by company
2,000,000 shares
Common stock LifeStance agreed to purchase from the underwriter
Registration statement
Form S-3, File No. 333-279585
Covers the offering of common stock
Offering closing date
September 11, 2026
Date the underwritten offering closed
Par value per share
$0.01 per share
Par value of LifeStance common stock
Key Terms
Underwriting Agreement, selling stockholders, registration statement on Form S-3, underwritten offering, +1 more
5 terms
Underwriting Agreement financial
"entered into an Underwriting Agreement by and among the Company, the Underwriter"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
selling stockholders financial
"the selling stockholders named in Schedule II thereto (the “Selling Stockholders”)"
Selling stockholders are existing owners of a company's shares who are offering some or all of their holdings for sale, often as part of a public offering or secondary transaction. For investors this matters because such sales increase the number of shares available to buy, can signal how confident current owners are about future prospects, and may put short-term pressure on the stock price similar to more tickets being released for a popular event.
registration statement on Form S-3 regulatory
"pursuant to the Company’s registration statement on Form S-3 (File No. 333-279585)"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
underwritten offering financial
"relating to the underwritten offering of 22,250,000 shares"
An underwritten offering is when a bank or group of banks agrees to buy all of a company's new shares or bonds and then resell them to outside investors, guaranteeing the company will raise a specific amount of money. It matters to investors because it adds certainty that the funding will close while increasing the number of shares or debt in the market, which can lower the price per share and change each existing owner's ownership percentage—think of a wholesaler buying an entire shipment from a maker before it reaches stores.
Nasdaq Global Select Market market
"Common Stock, par value $0.01 per share | | LFST | | The Nasdaq Global Select Market"
A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What equity transaction did LFST report on September 9, 2026?
LifeStance Health Group, Inc. entered into an Underwriting Agreement for an underwritten offering of 22,250,000 shares of its common stock, all sold by selling stockholders under a Form S-3 registration statement.
When did the LFST secondary offering close?
The company reports that the closing of the offering of 22,250,000 shares of common stock occurred on September 11, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
