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

Summit funds tied to LifeStance (LFST) director sell 5.9M shares

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

LifeStance Health Group, Inc. director Darren M. Black reported an indirect open-market sale of 5,899,661 shares of Common Stock at $8.02 per share through Summit Partners–affiliated investment entities. After these transactions, the filing shows these entities holding 23,310,115 shares in total. The shares are held across several Summit funds, and the footnotes state that Summit Partners, L.P., via an investment committee that includes Black, has voting and dispositive power while each person and fund disclaims beneficial ownership except to the extent of pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider BLACK DARREN M.
Role null
Sold 5,899,661 shs ($47.32M)
Type Security Shares Price Value
Sale Common Stock 5,899,661 $8.02 $47.32M
Holdings After Transaction: Common Stock — 23,310,115 shares (Indirect, See Footnotes.)
Footnotes (1)
  1. Represents 3,612,708 shares sold by Summit Partners Growth Equity Fund IX-A, L.P., 2,255,726 shares sold by Summit Partners Growth Equity Fund IX-B, L.P., 25,218 shares sold by Summit Investors GE IX/VC IV, LLC, 3,371 shares sold by Summit Partners Entrepreneur Advisors Fund II, L.P. and 2,638 shares sold by Summit Investors GE IX/VC IV (UK), L.P. The reported securities are held as follows: 14,274,150 shares in the name of Summit Partners Growth Equity Fund IX-A, L.P.; 8,912,582 shares in the name of Summit Partners Growth Equity Fund IX-B, L.P.; 99,639 shares in the name of Summit Investors GE IX/VC IV, LLC; 13,320 shares in the name of Summit Partners Entrepreneur Advisors Fund II, L.P.; and 10,424 shares in the name of Summit Investors GE IX/ VC IV (UK), L.P. 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. 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.
Shares sold 5,899,661 shares Open-market sale of LifeStance common stock
Sale price $8.02 per share Price for the 5,899,661 shares sold
Post-transaction holdings 23,310,115 shares Indirect holdings after the reported sale
Summit IX-A shares sold 3,612,708 shares Sold by Summit Partners Growth Equity Fund IX-A, L.P.
Summit IX-B shares sold 2,255,726 shares Sold by Summit Partners Growth Equity Fund IX-B, L.P.
Summit IX-A remaining 14,274,150 shares Held by Summit Partners Growth Equity Fund IX-A, L.P. after sale
Summit IX-B remaining 8,912,582 shares Held by Summit Partners Growth Equity Fund IX-B, L.P. after sale
open-market sale financial
"transaction_action is described as an open-market sale of common stock"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
indirect ownership financial
"The filing classifies the transaction as indirect ownership with nature of ownership footnoted."
voting and dispositive power financial
"Footnotes state Summit Partners, L.P. has voting and dispositive power over the shares."
beneficial ownership financial
"Footnotes explain that each party disclaims beneficial ownership except for pecuniary interest."
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 interest financial
"Each person or entity disclaims beneficial ownership except to the extent of pecuniary interest."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
BLACK DARREN M.
(Last)(First)(Middle)
222 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
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)
CodeVAmount(A) or (D)Price
Common Stock05/12/2026S5,899,661(1)D$8.0223,310,115(2)ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents 3,612,708 shares sold by Summit Partners Growth Equity Fund IX-A, L.P., 2,255,726 shares sold by Summit Partners Growth Equity Fund IX-B, L.P., 25,218 shares sold by Summit Investors GE IX/VC IV, LLC, 3,371 shares sold by Summit Partners Entrepreneur Advisors Fund II, L.P. and 2,638 shares sold by Summit Investors GE IX/VC IV (UK), L.P.
2. The reported securities are held as follows: 14,274,150 shares in the name of Summit Partners Growth Equity Fund IX-A, L.P.; 8,912,582 shares in the name of Summit Partners Growth Equity Fund IX-B, L.P.; 99,639 shares in the name of Summit Investors GE IX/VC IV, LLC; 13,320 shares in the name of Summit Partners Entrepreneur Advisors Fund II, L.P.; and 10,424 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. Black05/14/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

How many LifeStance Health Group (LFST) shares were sold in this Form 4?

The filing reports an indirect open-market sale of 5,899,661 shares of Common Stock. These shares were sold by several Summit Partners–affiliated funds and entities, with the transaction reported by director Darren M. Black.

What was the sale price of LifeStance Health Group (LFST) shares?

The reported shares were sold at an average price of $8.02 per share. This price applies to the total of 5,899,661 LifeStance Health Group common shares sold in the open-market transaction disclosed.

How many LifeStance Health Group (LFST) shares remain after the reported sale?

After the transaction, the filing shows 23,310,115 shares of LifeStance Health Group common stock held indirectly. These shares are held across multiple Summit Partners–affiliated funds and entities associated with the reporting person.

Who actually holds the LifeStance Health Group (LFST) shares mentioned in the Form 4?

The reported securities are held by several Summit Partners funds and entities, including Summit Partners Growth Equity Fund IX-A and IX-B and related investor vehicles. Ownership is indirect for Darren M. Black through these investment entities.

Does Darren M. Black directly own the LifeStance Health Group (LFST) shares in this filing?

No, the filing characterizes these as indirect holdings and states the securities are held by Summit Partners–affiliated funds. The footnotes note that parties disclaim beneficial ownership except to the extent of their pecuniary interest.

Who has voting and investment authority over the LifeStance Health Group (LFST) shares?

The footnotes state that Summit Partners, L.P., acting through a three-person investment committee including Darren M. Black, has voting and dispositive authority over the LifeStance Health Group shares held by the Summit funds.