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LifeStance Health Group, Inc. 8-K Filings

LFST NASDAQ

Every 8-K that LifeStance Health Group, Inc. (LFST) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow LFST and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full LFST filings page.

Rhea-AI 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.

Rhea-AI Summary

LifeStance Health Group reported strong Q2 2026 results, with revenue of $435.4 million, up 26% year over year, and a swing to net income of $23.6 million from a $3.8 million loss. Adjusted EBITDA rose to $66.0 million, up 94%, with a 15.2% margin, and Center Margin reached $153.0 million, or 35.2% of revenue.

The clinician base grew 11% to 8,542, driving 2.6 million visits, up 19%. Operating cash flow was $99.9 million in the quarter and free cash flow $87.9 million. As of June 30, 2026, cash and cash equivalents were $225.9 million and net long-term debt $259.0 million.

For 2026, LifeStance raised its outlook to revenue of $1.685–$1.725 billion, Center Margin of $570–$594 million, and Adjusted EBITDA of $215–$235 million, and guided Q3 revenue to $420–$440 million. The board also authorized a new $100 million share repurchase program replacing a prior authorization.

Rhea-AI Summary

LifeStance Health Group, Inc. reported changes to its board of directors. Jeffrey Rhodes resigned from the board and all committees effective immediately, and the company stated his resignation was not due to any disagreement with the company.

To fill board vacancies, the board appointed Thurman Justice, Lori Goltermann and Safwan Shabab as directors. Mr. Justice and Ms. Goltermann were named Class II directors, serving until the 2029 annual meeting of stockholders, while Mr. Shabab was named a Class III director, serving until the 2027 meeting.

Mr. Justice joined the audit committee and the quality and compliance committee, Ms. Goltermann joined the compensation and nominating and governance committees, and Mr. Shabab joined the nomination and governance committee. Under the 2021 Equity Incentive Plan, Mr. Justice and Ms. Goltermann each received 35,492 restricted stock units, which vest under a time- and performance-based agreement, subject to their continued board service.

Rhea-AI Summary

LifeStance Health Group, Inc. held its annual stockholder meeting on June 2, 2026. Stockholders elected Class II directors David Bourdon and Robert Bessler to three-year terms, with 244,968,319 and 280,015,618 votes cast for their elections, respectively.

Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ended December 31, 2026, with 357,756,707 votes for the proposal. In addition, stockholders approved, on a non-binding advisory basis, the company’s named executive officer compensation, with 322,904,359 votes in favor.

Rhea-AI 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.

Rhea-AI Summary

LifeStance Health Group reported strong first quarter 2026 results driven by higher visit volumes and clinician growth. Revenue rose 21% to $403.5 million, with visit volumes up 18% to 2.5 million and the clinician base up 11% to 8,349. Net income increased to $14.2 million from $0.7 million, and Adjusted EBITDA grew 48% to $51.1 million, or 12.7% of revenue. Center Margin rose 24% to $135.9 million, or 33.7% of revenue. The company generated $33.1 million of operating cash flow and $22.3 million of free cash flow, ending the quarter with $194.8 million in cash and $262.5 million of net long‑term debt. Reflecting this momentum, LifeStance raised its full‑year 2026 guidance for revenue, Center Margin, and Adjusted EBITDA.

Rhea-AI Summary

LifeStance Health Group, Inc. appointed Lisa Miller as its Chief Operating Officer and Principal Operating Officer effective March 10, 2026. She has led practice operations at LifeStance since 2022 and previously served in senior operating roles at Invo Healthcare.

In her new role, Ms. Miller will receive an annual base salary of $485,000 and, beginning in calendar year 2026, will be eligible for an annual target bonus equal to 85% of base salary, based on performance. She will also receive annual equity awards under the 2021 Equity Incentive Plan with a current aggregate target grant date value of about $1,500,000 in time-based and performance-based restricted stock units vesting over three years, generally subject to continued employment and achievement of performance targets.

Rhea-AI Summary

LifeStance Health Group, Inc. entered into an underwriting agreement with J.P. Morgan Securities LLC and certain selling stockholders for an underwritten public offering of 25,000,000 shares of its common stock under an effective Form S-3 shelf registration. All 25,000,000 shares are being sold by the selling stockholders, so the company did not receive any proceeds from this offering.

Under the same agreement, LifeStance agreed to repurchase 7,000,000 of these shares from the underwriter at the same price per share paid to the selling stockholders, and the underwriter received no compensation on the repurchased shares. The offering closed on March 2, 2026, and Ropes & Gray LLP provided a legal opinion on the shares, filed as an exhibit.

Rhea-AI Summary

LifeStance Health Group reported strong fourth-quarter and full-year 2025 results, returning to profitability and authorizing a major share repurchase. Fourth-quarter revenue rose 17% to $382.2 million, with full-year revenue up 14% to $1,424.3 million, driven by 18% higher visit volumes and a 9% larger clinician base of 8,040.

Income from operations reached $18.1 million in the quarter and $24.1 million for the year, while net income was $11.7 million in Q4 and $9.7 million for 2025, compared with losses in 2024. Adjusted EBITDA grew 49% in Q4 to $48.8 million and 32% for the year to $157.7 million, with margins improving to 12.8% in Q4.

The company generated $146.2 million in operating cash flow and ended 2025 with $248.6 million of cash and $265.9 million of net long-term debt. The board approved a $100 million share repurchase program, and 2026 guidance calls for revenue of $1.615–$1.655 billion and Adjusted EBITDA of $185–$205 million. Executive Chairman Kenneth Burdick will transition to non-executive chairman in March 2026.

Rhea-AI Summary

LifeStance Health Group, Inc. (LFST) furnished quarterly materials. The company announced it furnished a press release covering results for the third quarter ended September 30, 2025 under Item 2.02, and a supplemental investor slide presentation under Item 7.01.

Both items are furnished, not filed, and are not incorporated by reference into other SEC filings unless expressly referenced. Exhibits include 99.1 (press release dated November 6, 2025) and 99.2 (supplemental slides), along with the Inline XBRL cover page file.

Rhea-AI Summary

LifeStance Health Group reported a change in its board of directors. On August 19, 2025, William Miller resigned from the board and all its committees, effective immediately, and the company states his resignation was not due to any disagreement with the company. On August 20, 2025, the board appointed Sarah Personette as a new director.

In connection with her appointment, and under the company’s 2021 Equity Incentive Plan, Ms. Personette received an initial grant of 74,766 restricted stock units. These RSUs will vest based on time and performance conditions, subject to her continued service on the board.