LifeStance (NASDAQ: LFST) director sale tied to RSU tax withholding

Rhea-AI Filing Summary

LifeStance Health Group, Inc. (LFST) director Teresa DeLuca reported selling 7,500 shares of common stock on 2026-08-14 at a weighted average price of $12.68 per share, in multiple trades between $12.68 and $12.695. According to the disclosure, this was a required “sell to cover” transaction to satisfy tax withholding obligations arising from the vesting of restricted stock units and does not represent a discretionary trade. Following this sale, DeLuca directly holds 97,093 shares of LifeStance common stock.

Insider Trade Summary

Net Seller: 7,500 shares

Net Sell 1 txn

Insider DeLuca Teresa

Role Director

Sold 7,500 shs ($95K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2	7,500	$12.68	$95K

Holdings After Transaction: Common Stock — 97,093 shares (Direct)

Footnotes (2)

1. F1. Required number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale was made to satisfy tax withholding obligations through a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
2. F2. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $12.68 to $12.695 inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

Key Figures

Shares sold: 7,500 shares Weighted average sale price: $12.68 per share Price range of sales: $12.68 to $12.695 per share +1 more

4 metrics

Shares sold 7,500 shares Common stock sold on 2026-08-14 in a sell-to-cover transaction

Weighted average sale price $12.68 per share Weighted average price for 7,500 LFST shares sold, with trades from $12.68 to $12.695

Price range of sales $12.68 to $12.695 per share Range of individual sale prices included in the weighted average

Shares owned after transaction 97,093 shares Direct ownership of LFST common stock by Teresa DeLuca after the sale

Key Terms

sell to cover, weighted average price, restricted stock units

3 terms

sell to cover financial

"sale was made to satisfy tax withholding obligations through a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

weighted average price financial

"The price reported is a weighted average price. These shares were sold"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

restricted stock units financial

"tax withholding obligations in connection with the vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

FAQ

What insider transaction did LFST director Teresa DeLuca report?

Teresa DeLuca reported a sale of 7,500 LFST shares on 2026-08-14. The shares were sold to cover tax withholding obligations related to vesting restricted stock units, and the transaction was not discretionary.

At what price were the 7,500 LFST shares sold by Teresa DeLuca?

The 7,500 LFST shares were sold at a weighted average price of $12.68 per share. The filing notes multiple transactions with prices ranging from $12.68 to $12.695 inclusive.

Why did Teresa DeLuca sell LifeStance Health Group (LFST) shares?

The shares were sold to cover tax withholding obligations from the vesting of restricted stock units. The company states this was a “sell to cover” transaction and not a discretionary trade by DeLuca.

How many LFST shares does Teresa DeLuca hold after the reported sale?

After the transaction, Teresa DeLuca holds 97,093 shares of LFST common stock directly. This figure reflects her post-transaction ownership as reported in the insider filing.

Was the LFST insider sale by Teresa DeLuca under a Rule 10b5-1 trading plan?

The filing does not indicate that the sale was under a Rule 10b5-1 trading plan. Instead, it specifies the transaction was a mandatory sell-to-cover for tax withholding tied to restricted stock unit vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/18/2026 - 05:13 PM Accepted by SEC EDGAR 08/18/2026 - 05:13 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^*

DeLuca Teresa

(Last) (First) (Middle)

C/O LIFESTANCE HEALTH GROUP, INC.

4800 N. SCOTTSDALE ROAD, SUITE 2500

(Street)

SCOTTSDALE ARIZONA 85251

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/14/2026		S(1)		7,500(2)	D	$12.68	97,093	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. Required number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale was made to satisfy tax withholding obligations through a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

2. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $12.68 to $12.695 inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

	By: /s/ Ryan Pardo, Attorney-in-Fact	08/18/2026
	** 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)