LifeStance (LFST) sees 13.6M-share sale by TPG-affiliated holders

Rhea-AI Filing Summary

LifeStance Health Group, Inc. reported that entities associated with TPG sold 13,643,207 shares of Common Stock at $10.62 per share in an indirect transaction. After this sale, TPG VIII Lynnwood Holdings Aggregation, L.P. directly holds 98,101,407 LifeStance common shares. The reporting persons are treated as indirect holders through a multi‑entity ownership chain and each disclaims beneficial ownership beyond any pecuniary interest.

Insider Trade Summary

Net Seller: 13,643,207 shares

Net Sell 1 txn

Insider TPG GP A, LLC, COULTER JAMES G, WINKELRIED JON

Role 10% Owner | 10% Owner | 10% Owner

Sold 13,643,207 shs ($144.89M)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2, F3	13,643,207	$10.62	$144.89M

Holdings After Transaction: Common Stock — 98,101,407 shares (Indirect, See Explanation of Responses)

Footnotes (3)

1. F1. Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of TPG GenPar VIII Advisors, LLC, which is the general partner of TPG GenPar VIII, L.P., which is the general partner of TPG VIII Lynnwood Holdings Aggregation, L.P. ("TPG VIII Lynnwood"), which directly holds 98,101,407 shares of Common Stock of LifeStance Health Group, Inc.
2. F2. Because of the relationship between the Reporting Persons and TPG VIII Lynnwood, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG VIII Lynnwood. Each of TPG VIII Lynnwood and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG VIII Lynnwood's or such Reporting Person's pecuniary interest therein, if any.
3. F3. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Key Figures

Shares sold: 13,643,207 shares of Common Stock Sale price: $10.62 per share Shares held after transaction: 98,101,407 shares

3 metrics

Shares sold 13,643,207 shares of Common Stock Indirect sale reported for 2026-08-10

Sale price $10.62 per share Price for the 13,643,207 shares sold

Shares held after transaction 98,101,407 shares Common Stock directly held by TPG VIII Lynnwood after the sale

Key Terms

beneficial ownership, pecuniary interests, combined voting power

3 terms

beneficial ownership regulatory

"Each Reporting Person disclaims beneficial ownership of the securities reported herein"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interests financial

"beneficially own the securities reported herein to the extent of their pecuniary interests"

combined voting power financial

"Class B common stock (which represents a majority of the combined voting power of the common stock)"

FAQ

What insider transaction did LifeStance Health Group (LFST) disclose in this Form 4?

LifeStance Health Group reported an indirect sale of 13,643,207 shares of its Common Stock at $10.62 per share by entities affiliated with TPG, with holdings remaining afterward.

Who are the reporting persons in the LifeStance (LFST) Form 4 filing?

The reporting persons are TPG GP A, LLC, James G. Coulter, and Jon Winkelried, each listed as a 10% owner, with indirect interests through entities that ultimately control TPG VIII Lynnwood Holdings Aggregation, L.P.

How many LifeStance (LFST) shares remain held by the TPG entity after the reported sale?

After the transaction, TPG VIII Lynnwood Holdings Aggregation, L.P. directly holds 98,101,407 shares of LifeStance Common Stock, according to the ownership chain described in the filing footnotes.

Was the LifeStance (LFST) insider sale under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5‑1 checkbox is not marked as affirmative, indicating the reported sale of 13,643,207 LifeStance shares is not disclosed as made under a Rule 10b5‑1 trading plan.

Do the LifeStance (LFST) reporting persons claim full beneficial ownership of the shares?

No. The reporting persons state they may be deemed to beneficially own shares only to the extent of their pecuniary interests and expressly disclaim beneficial ownership beyond those interests.

How is the LifeStance (LFST) ownership structured through TPG entities?

The filing describes a chain where entities controlled by the reporting persons ultimately control TPG VIII Lynnwood Holdings Aggregation, L.P., which directly holds 98,101,407 LifeStance shares and is reported as the direct owner.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/12/2026 - 05:02 PM Accepted by SEC EDGAR 08/12/2026 - 05:02 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

TPG GP A, LLC

(Last) (First) (Middle)

C/O TPG INC.

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TEXAS 76102

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
LifeStance Health Group, Inc. [ LFST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/10/2026		S		13,643,207	D	$10.62	98,101,407	I	See Explanation of Responses(1)(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

TPG GP A, LLC

(Last) (First) (Middle)

C/O TPG INC.

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TEXAS 76102

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

COULTER JAMES G

(Last) (First) (Middle)

C/O TPG INC.

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TEXAS 76102

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WINKELRIED JON

(Last) (First) (Middle)

C/O TPG INC.

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TEXAS 76102

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of TPG GenPar VIII Advisors, LLC, which is the general partner of TPG GenPar VIII, L.P., which is the general partner of TPG VIII Lynnwood Holdings Aggregation, L.P. ("TPG VIII Lynnwood"), which directly holds 98,101,407 shares of Common Stock of LifeStance Health Group, Inc.

2. Because of the relationship between the Reporting Persons and TPG VIII Lynnwood, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG VIII Lynnwood. Each of TPG VIII Lynnwood and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG VIII Lynnwood's or such Reporting Person's pecuniary interest therein, if any.

3. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

(4) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (5) Gerald Neugebauer is signing on behalf of Messrs. Coulter and Winkelried pursuant to authorization and designation letters dated January 10, 2024, which were previously filed with the Securities and Exchange Commission.

	/s/ Matthew White, Vice President, TPG GP A, LLC (4)	08/12/2026
	/s/ Gerald Neugebauer, on behalf of James G. Coulter (4) (5)	08/12/2026
	/s/ Gerald Neugebauer, on behalf of Jon Winkelried (4) (5)	08/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)