Director-linked funds trim LifeStance (LFST) stake with 4.31M-share sale

Rhea-AI Filing Summary

Entities affiliated with Summit Partners and associated with LifeStance Health Group director Darren M. Black sold 4,314,939 shares of LifeStance common stock in an open-market transaction at $7.01 per share. After these sales, the Summit-managed funds collectively held 29,209,776 LifeStance shares.

Insights

Equity capital markets analyst

Large fund holders tied to a LifeStance director executed a 4.31M-share open-market sale.

Summit Partners–managed funds associated with director Darren M. Black sold 4,314,939 LifeStance common shares at $7.01 per share in open-market transactions. These shares were sold across several Summit funds, as detailed in the breakdown in the disclosure.

Following the sale, those Summit funds collectively held 29,209,776 shares, with voting and dispositive authority exercised through a Summit Partners investment committee including Black. The disclosure notes that the Summit funds and committee members disclaim beneficial ownership beyond their pecuniary interests, underscoring that this is a fund-level transaction rather than a personal direct sale.

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

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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^*

BLACK DARREN M.

(Last) (First) (Middle)

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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

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

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

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	03/02/2026		S		4,314,939(1)	D	$7.01	29,209,776(2)	I	See Footnotes.(3)(4)

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

Explanation of Responses:

1. Represents 2,642,291 shares sold by Summit Partners Growth Equity Fund IX-A, L.P., 1,649,809 shares sold by Summit Partners Growth Equity Fund IX-B, L.P., 18,444 shares sold by Summit Investors GE IX/VC IV, LLC, 2,466 shares sold by Summit Partners Entrepreneur Advisors Fund II, L.P. and 1,929 shares sold by Summit Investors GE IX/VC IV (UK), L.P.

2. The reported securities are held as follows: 17,886,858 shares in the name of Summit Partners Growth Equity Fund IX-A, L.P.; 11,168,308 shares in the name of Summit Partners Growth Equity Fund IX-B, L.P.; 124,857 shares in the name of Summit Investors GE IX/VC IV, LLC; 16,691 shares in the name of Summit Partners Entrepreneur Advisors Fund II, L.P.; and 13,062 shares in the name of Summit Investors GE IX/ VC IV (UK), L.P.

3. Darren Black is a Managing Director and Member of Summit Master Company, LLC, the general partner of Summit Partners, L.P. Summit Partners, L.P. is the managing member of Summit Partners GE IX, LLC, which is general partner of Summit Partners GE IX, LP, which is the general partner of Summit Partners Growth Equity Fund IX-A, L.P. and Summit Partners Growth Equity Fund IX-B, L.P. Summit Master Company, LLC is (i) the sole member of Summit Partners Entrepreneur Advisors GP II, LLC, which is the general partner of Summit Partners Entrepreneur Advisors Fund II, L.P. and (ii) the managing member of Summit Investors Management, LLC, which is the manager of Summit Investors GE IX/VC IV, LLC, and the general partner of Summit Investors GE IX/VC IV (UK), L.P.

4. Summit Master Company, LLC, as the sole member of Summit Partners Entrepreneur Advisors GP II, LLC and the managing member of Summit Investors Management, LLC, has delegated investment decisions, including voting and dispositive power, to Summit Partners, L.P. and its investment committee responsible for voting and investment decisions with respect to LifeStance Health Group, Inc. Summit Partners, L.P., through a three person investment committee, currently composed of Peter Y. Chung, Darren M. Black and Craig D. Frances, has voting and dispositive authority over the shares held by each of these entities and therefore beneficially owns such shares. Each of the Summit Funds, Mr. Chung, Mr. Black and Dr. Frances disclaim beneficial ownership of the shares, except, in each case, to the extent of such person's or entity's pecuniary interest therein.

	/s/ Adam Hennessey, POA for Darren M. Black	03/04/2026
	** Signature of Reporting Person	Date
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FAQ

How many LifeStance (LFST) shares were sold in this Darren Black-related Form 4?

Entities affiliated with director Darren Black sold 4,314,939 LifeStance shares. The sale was executed as an open-market transaction at a reported price of $7.01 per share, spread across several Summit Partners-managed investment vehicles.

At what price were the LifeStance (LFST) shares sold in this filing?

The reported LifeStance shares were sold at $7.01 per share. This price applies to the 4,314,939 common shares disposed of in the open-market transaction by Summit Partners–managed funds associated with director Darren M. Black.

Who actually sold the LifeStance (LFST) shares reported for Darren Black?

The shares were sold by several Summit Partners-managed entities, including Growth Equity Fund IX-A and IX-B and related vehicles. Darren Black participates on the Summit Partners investment committee, but the entities and individuals disclaim beneficial ownership beyond pecuniary interests.

How many LifeStance (LFST) shares do the Summit funds hold after this transaction?

After the sale, the Summit Partners-managed entities collectively held 29,209,776 LifeStance shares. These holdings are spread across multiple funds and vehicles, with voting and dispositive authority exercised through a Summit Partners investment committee that includes Darren M. Black.

What is Darren Black’s role in relation to the LifeStance (LFST) shares reported?

Darren Black is a director of LifeStance and a Managing Director and member of entities that control Summit Partners. He sits on the investment committee with voting and dispositive authority, though the parties disclaim beneficial ownership beyond pecuniary interests.