LifeStance Form 4: Ann Varanakis RSU tax withholding reduces issued shares

Rhea-AI Filing Summary

LifeStance Health Group insider report: Ann Varanakis, Chief People Officer and director, had restricted stock units vest on 08/26/2025. The issuer withheld 5,233 shares to satisfy tax withholding at $5.39 per share; this withholding is a net settlement and not an open-market sale. After the transaction, Ms. Varanakis beneficially owns 369,335 shares. The Form 4 was signed by an attorney-in-fact on 08/27/2025 and indicates the filing was made by one reporting person.

Positive

• Timely disclosure of RSU vesting and tax withholding via Form 4
• Substantial retained ownership: 369,335 shares remain beneficially owned after withholding

Negative

• Reduction of issued shares by 5,233 due to tax withholding (represents fewer shares issued upon settlement)

Insights

Corporate Governance Expert

TL;DR: Routine RSU net-settlement for tax withholding; maintains substantial insider ownership.

The filing documents a standard net settlement of vested RSUs where 5,233 shares were withheld to cover taxes rather than sold on the open market. This method is common and does not indicate active divestiture. Post-transaction beneficial ownership remains at 369,335 shares, preserving the executive's alignment with shareholders. The disclosure was timely and executed via attorney-in-fact.

Securities Analyst

TL;DR: No market-impacting transaction; withholding reduced issued shares but did not involve a sale.

The transaction code indicates tax withholding upon RSU vesting rather than a sale. The withheld amount (5,233 shares at $5.39) slightly reduces the number of shares issued upon settlement but does not signal a change in investment stance. The remaining beneficial ownership (369,335) is a concrete ownership figure for modeling insider holdings.

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^*

Varanakis Ann

(Last) (First) (Middle)

C/O LIFESTANCE HEALTH GROUP, INC.

4800 N. SCOTTSDALE ROAD, SUITE 2500

(Street)

SCOTTSDALE AZ 85251

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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	08/26/2025		F(1)		5,233	D	$5.39	369,335	D

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 the number of shares withheld by the Issuer to satisfy tax withholding obligations in connection with the net settlement of RSUs that vested on August 26, 2025. The shares withheld represent a reduction of shares issued to the Reporting Person upon settlement of vested RSUs and do not constitute any open-market sale.

	By: /s/ Ryan Pardo, Attorney-in-Fact	08/27/2025
	** 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.

FAQ

What transaction did LFST insider Ann Varanakis report on Form 4?

The Form 4 reports RSU vesting on 08/26/2025 with 5,233 shares withheld for tax withholding; no open-market sale was reported.

How many LFST shares does Ann Varanakis beneficially own after the transaction?

After the reported transaction, Ann Varanakis beneficially owns 369,335 shares.

Were the withheld shares sold in the open market according to the filing?

No. The filing explicitly states the withheld shares were used to satisfy tax withholding and do not constitute any open-market sale.

What price is listed for the withheld shares in the Form 4?

The Form 4 lists a price of $5.39 per share for the shares withheld to satisfy tax obligations.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by /s/ Ryan Pardo, Attorney-in-Fact on 08/27/2025.