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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): August 19, 2025
LifeStance Health Group, Inc.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware |
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001-40478 |
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86-1832801 |
| (State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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| 4800 N. Scottsdale Road |
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| Suite 2500 |
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| Scottsdale, Arizona |
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85251 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 425 279-8500
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| Title of each class |
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Trading
Symbol(s) |
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Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
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LFST |
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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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 19, 2025, William Miller notified the LifeStance Health Group, Inc. (the “Company”) board of directors (the “Board”) of his resignation from the Board and all of its committees, effective immediately. The resignation is not a result of any disagreement between Mr. Miller and the Company.
In connection with Mr. Miller’s resignation, on August 20, 2025, the Board appointed Sarah Personette as a director of the Company. In connection with her appointment, pursuant to the Company’s 2021 Equity Incentive Plan, Ms. Personette received an initial award of 74,766 restricted stock units that will vest according to the terms of a time-and performance-based restricted stock unit agreement, subject to Ms. Personette’s continued service on the Board.
SIGNATURE
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.
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LIFESTANCE HEALTH GROUP, INC. |
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| Date: August 22, 2025 |
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By: |
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/s/ Ryan Pardo |
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Name: |
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Ryan Pardo |
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Title: |
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Chief Legal Officer and Secretary |
