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  4. [8-K] LifeStance Health Group, Inc. Reports Material Event

Stockholders sell 35M LifeStance (NASDAQ: LFST) shares; company to buy 6M

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

LifeStance Health Group, Inc. entered into an Underwriting Agreement with J.P. Morgan Securities LLC and certain selling stockholders for an underwritten offering of 35,000,000 shares of its common stock under an existing Form S-3 registration statement.

All 35,000,000 shares are being sold by the selling stockholders, so the Company did not receive any proceeds from the offering. Separately, the Company agreed to repurchase 6,000,000 of these shares from the Underwriter at the same price the Underwriter paid the selling stockholders, and the Underwriter received no compensation on the repurchased shares.

The offering closed on May 12, 2026. The filing also notes an opinion from Ropes & Gray LLP regarding the shares and lists the underwriting agreement and related legal opinion as exhibits.

Positive

  • None.

Negative

  • None.
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, and exhibit attachments filed with this report.
Shares in underwritten offering 35,000,000 shares Common stock sold by selling stockholders
Company share repurchase 6,000,000 shares Shares to be purchased by company from Underwriter
Offering closing date May 12, 2026 Closing of underwritten offering
Underwriting Agreement financial
"entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company"
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.
registration statement on Form S-3 regulatory
"common stock ... 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.
Selling Stockholders financial
"the selling stockholders named in Schedule II thereto (the “Selling Stockholders”), relating to the underwritten offering"
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.
opinion of Ropes & Gray LLP regulatory
"Ropes & Gray LLP, counsel to the Company, has issued an opinion to the Company"
Understanding 8-K Material Events →
false 0001845257 0001845257 2026-05-07 2026-05-07
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

 

 

LifeStance Health Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-40478   86-1832801

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

4800 N. Scottsdale Road

Suite 2500

  
Scottsdale, Arizona   85251
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: 602 767-2100

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock, par value $0.01 per share   LFST   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 8.01

Other Events

On May 7, 2026, LifeStance Health Group, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, J.P. Morgan Securities LLC (the “Underwriter”), and the selling stockholders named in Schedule II thereto (the “Selling Stockholders”), relating to the underwritten offering of 35,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to the Company’s registration statement on Form S-3 (File No. 333-279585), filed on May 21, 2024 (the “Registration Statement”). In addition, pursuant to the Underwriting Agreement, the Company has agreed to purchase from the Underwriter 6,000,000 Shares sold by the Selling Stockholders to the Underwriter, at a price per share equal to the price per share paid by the Underwriter to the Selling Stockholders. The Underwriter did not receive any compensation for shares of the Common Stock being repurchased by the Company.

All of the Shares are being sold by the Selling Stockholders. The Company did not receive any proceeds from the offering. The closing of the offering occurred on May 12, 2026. The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.

Ropes & Gray LLP, counsel to the Company, has issued an opinion to the Company regarding the Shares sold in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit    Description
 1.1    Underwriting Agreement, dated May 7, 2026, by and among the Company, the Underwriter and the Selling Stockholders.
 5.1    Opinion of Ropes & Gray LLP
23.1    Consent of Ropes & Gray LLP (included in Exhibit 5.1 above)
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      LifeStance Health Group, Inc.
Date: May 12, 2026     By:  

/s/ Ryan McGroarty

            Ryan McGroarty
      Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What stock offering did LifeStance Health Group (LFST) disclose?

LifeStance Health Group disclosed an underwritten offering of 35,000,000 common shares. All shares are being sold by existing selling stockholders under a previously filed Form S-3 shelf registration, rather than newly issued by the company.

Does LifeStance Health (LFST) receive any cash from this 35 million share sale?

LifeStance Health does not receive proceeds from the 35,000,000 shares sold by selling stockholders. The cash from the offering goes to those stockholders, not to the company, because no new shares are being issued in this transaction.

What share repurchase is LifeStance Health (LFST) making in this transaction?

LifeStance Health agreed to buy 6,000,000 shares from the Underwriter. These are shares the Underwriter purchased from the selling stockholders, and the company pays the same per-share price the Underwriter paid in the offering.

Did the Underwriter earn fees on LifeStance Health’s 6 million share repurchase?

The Underwriter did not receive compensation on the 6,000,000 shares repurchased by LifeStance Health. Compensation, if any, relates only to the broader sale of 35,000,000 shares by the selling stockholders in the underwritten offering.

When did LifeStance Health’s 35 million share offering close?

The underwritten offering of 35,000,000 LifeStance Health common shares closed on May 12, 2026. This closing date marks when the transaction was completed and the shares were delivered under the underwriting agreement.

Filing Exhibits & Attachments

5 documents

Other Documents