LifeStance closes 45M-share stockholder offering

Available on EDGAR 11/12/2026 - 04:33 PM EST Accepted by SEC EDGAR 11/12/2026 - 04:32 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

LifeStance Health Group, Inc. (LFST) entered into an underwriting agreement for an underwritten offering of 45,000,000 shares of its common stock by selling stockholders. All shares were sold by the selling stockholders, and the offering closed on November 12, 2026. The company did not receive any proceeds from the offering. It purchased 2,000,000 shares from the underwriters at the same per-share price the underwriters paid to the selling stockholders; the underwriters received no compensation for those repurchased shares.

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 in offering: 45,000,000 shares Shares purchased by company: 2,000,000 shares

2 metrics

Shares in offering 45,000,000 shares Common stock sold by the selling stockholders

Shares purchased by company 2,000,000 shares Purchased from the underwriters at the price per share they paid to the selling stockholders

Key Terms

underwritten offering

1 terms

underwritten offering financial

"relating to the underwritten offering of 45,000,000 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.

Offering Details

secondary · 45,000,000 shares

Offering

Offering Type secondary

Securities Offered Common stock

Offering Amount 45,000,000 shares

Use of Proceeds The Company did not receive any proceeds from the offering.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares were included in LFST's offering?

The offering covered 45,000,000 shares of common stock, all sold by the selling stockholders. It closed on November 12, 2026.

Did LFST receive proceeds from the share offering?

No. LifeStance Health Group, Inc. stated that it received no proceeds from the offering. The company purchased 2,000,000 shares from the underwriters at the same per-share price the underwriters paid to the selling stockholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): November 9, 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 Global Select Market

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 November 9, 2026, LifeStance Health Group, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, Barclays Capital Inc. (“Barclays”), J.P. Morgan Securities LLC (together with Barclays, the “Underwriters”), and the selling stockholders named in Schedule II thereto (the “Selling Stockholders”), relating to the underwritten offering of 45,000,000 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 purchased from the Underwriters 2,000,000 Shares sold by the Selling Stockholders to the Underwriters, at a price per share equal to the price per share paid by the Underwriters to the Selling Stockholders. The Underwriters did not receive any compensation for the shares of the Common Stock repurchased by the Company.

All of the Shares were sold by the Selling Stockholders. The Company did not receive any proceeds from the offering. The closing of the offering occurred on November 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 November 9, 2026, by and among the Company , the Underwriters 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:   November 12, 2026				By:		/s/ Ryan McGroarty
						Ryan McGroarty Chief Financial Officer

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 216.6 KB
• EX-5.1 EX-5.1 6.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB