[Form 4] LifeStance Health Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Darren M. Black, a director and 10% owner affiliate, reported a sale of 8,407,643 shares of LifeStance Health Group, Inc. (LFST) on 08/18/2025 at a price of $5.07 per share. The shares sold were held across multiple Summit-related funds as detailed in the filing. After the transaction, the reporting parties continue to beneficially own a total of 33,524,715 shares held indirectly through Summit entities. The filing clarifies the ownership chain: Mr. Black is a Managing Director and Member of Summit Master Company, LLC, which through a series of partnerships and management relationships holds voting and dispositive authority over the reported shares.

Positive

• Clear and specific disclosure of which Summit entities sold shares and which retained holdings, improving transparency
• Substantial retained ownership: 33,524,715 shares remain beneficially owned indirectly, indicating continued sponsor exposure

Negative

• Large disposition of 8,407,643 shares on 08/18/2025 at $5.07 per share, representing a material sale by Summit-affiliated funds
• Potential change in economic exposure from the sponsor group due to the sale, which could affect future voting or liquidity dynamics

Insights

Financial Analyst

TL;DR: Large insider-linked disposition but sponsors retain substantial indirect ownership, keeping alignment with company outcomes.

The reported sale of 8.41 million shares at $5.07 is a sizeable disposition in absolute terms and reduces the holdings of the Summit funds that previously held those shares. Despite the sale, the filing shows that Summit-affiliated entities continue to beneficially own 33.52 million shares, indicating ongoing significant exposure to LFST equity. From a capital-markets perspective, the transaction provides liquidity for the funds but does not indicate a full exit by the sponsor group given continued indirect ownership. The filing is specific about which funds sold shares and which retained holdings, allowing precise calculation of post-transaction stake.

Corporate Governance Expert

TL;DR: Material reduction in sponsor-held shares signals potential rebalancing by large shareholders; governance implications depend on future voting behavior.

The Form 4 documents a material disposition by entities controlled through Summit’s complex governance and management structure. The explanatory footnotes detail delegated voting and dispositive authority resting with a four-person investment committee that includes Mr. Black. The sale may alter the effective economic and voting profile of the sponsor group, but the filing confirms that control and beneficial ownership remain concentrated within Summit-affiliated entities. For governance assessment, the key disclosed facts are the magnitude of the sale, the retained indirect holding of 33.52 million shares, and the described delegation of investment decisions to Summit Partners, L.P.’s investment committee.

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

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		S		8,407,643(1)	D	$5.07	33,524,715(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 5,148,494 shares sold by Summit Partners Growth Equity Fund IX-A, L.P., 3,214,648 shares sold by Summit Partners Growth Equity Fund IX-B, L.P., 35,938 shares sold by Summit Investors GE IX/VC IV, LLC, 4,804 shares sold by Summit Partners Entrepreneur Advisors Fund II, L.P. and 3,759 shares sold by Summit Investors GE IX/VC IV (UK), L.P.

2. The reported securities are held as follows: 20,529,149 shares in the name of Summit Partners Growth Equity Fund IX-A, L.P.; 12,818,117 shares in the name of Summit Partners Growth Equity Fund IX-B, L.P.; 143,301 shares in the name of Summit Investors GE IX/VC IV, LLC; 19,157 shares in the name of Summit Partners Entrepreneur Advisors Fund II, L.P.; and 14,991 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 four person investment committee, currently composed of Peter Y. Chung, Mark A. deLaar, 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. deLaar, 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/ Ryan Pardo, as Attorney-in-Fact for Darren M. Black	08/20/2025
	** Signature of Reporting Person	Date
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FAQ

What transaction did Darren M. Black report on Form 4 for LFST?

The filing reports a sale of 8,407,643 shares of LifeStance Health Group, Inc. (LFST) on 08/18/2025 at $5.07 per share.

How many LFST shares are beneficially owned after the reported transaction?

After the sale, Summit-affiliated entities beneficially own a total of 33,524,715 shares indirectly.

Which entities sold LFST shares according to the Form 4?

Shares were sold by Summit Partners Growth Equity Fund IX-A, L.P.; Summit Partners Growth Equity Fund IX-B, L.P.; Summit Investors GE IX/VC IV, LLC; Summit Partners Entrepreneur Advisors Fund II, L.P.; and Summit Investors GE IX/VC IV (UK), L.P.

What is Darren M. Black’s relationship to the reporting entities?

Darren M. Black is a Managing Director and Member of Summit Master Company, LLC, and is part of the Summit Partners investment committee that has voting and dispositive authority over the funds holding LFST shares.

At what price were the LFST shares sold?

The reported sale price was $5.07 per share.