Large TPG vehicle trims LifeStance (LFST) stake with 20.7M-share sale

Rhea-AI Filing Summary

LifeStance Health Group, Inc. reported a large insider-related transaction involving entities affiliated with TPG. On March 2, 2026, an entity indirectly associated with the reporting persons completed an open-market sale of 20,685,061 shares of common stock at $7.01 per share. Following this sale, 140,026,557 shares of LifeStance common stock were reported as indirectly owned. According to the disclosures, the shares are directly held by TPG VIII Lynnwood Holdings Aggregation, L.P., and the reporting persons may be deemed to beneficially own the securities only to the extent of their respective pecuniary interests, which they expressly disclaim beyond that.

Insights

Equity ownership and governance analyst

Large TPG‑linked fund sells 20.7M LifeStance shares in one trade.

The filing shows an open-market sale of 20,685,061 LifeStance common shares at $7.01 per share on March 2, 2026. The position is held directly by TPG VIII Lynnwood Holdings Aggregation, L.P., with indirect reporting by TPG GP A, LLC and related individuals.

After the transaction, 140,026,557 shares were reported as indirectly owned, indicating that a substantial stake remains with the TPG VIII Lynnwood vehicle. The footnotes state that the filing is not an admission of beneficial ownership beyond each party’s pecuniary interest, and that such ownership is expressly disclaimed.

This kind of block sale by a large financial sponsor can reflect portfolio management rather than company-specific fundamentals. Future company and insider filings may clarify any further changes in TPG-affiliated holdings or additional dispositions by TPG VIII Lynnwood or related entities.

Insider Trade Summary

Net Seller: 20,685,061 shares ($145,002,278)

Net Sell 1 txn

Insider TPG GP A, LLC, COULTER JAMES G, WINKELRIED JON

Role 10% Owner | 10% Owner | 10% Owner

Sold 20,685,061 shs ($145.00M)

Type	Security	Shares	Price	Value
Sale	Common Stock	20,685,061	$7.01	$145.00M

Holdings After Transaction: Common Stock — 140,026,557 shares (Indirect, See Explanation of Responses)

Footnotes (1)

1. Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of TPG GenPar VIII Advisors, LLC, which is the general partner of TPG GenPar VIII, L.P., which is the general partner of TPG VIII Lynnwood Holdings Aggregation, L.P. ("TPG VIII Lynnwood"), which directly holds 140,026,557 shares of Common Stock of LifeStance Health Group, Inc. Because of the relationship between the Reporting Persons and TPG VIII Lynnwood, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG VIII Lynnwood. Each of TPG VIII Lynnwood and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG VIII Lynnwood's or such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Form 4 Insider Transactions: What Each Field Means →

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^*

TPG GP A, LLC

(Last) (First) (Middle)

301 COMMERCE STREET

SUITE 3300

(Street)

FORT WORTH TX 76102

(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	X	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)

	Form filed by One Reporting Person
X	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		20,685,061	D	$7.01	140,026,557	I	See Explanation of Responses(1)(2)(3)

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

1. Name and Address of Reporting Person^*

TPG GP A, LLC

(Last) (First) (Middle)

301 COMMERCE STREET

SUITE 3300

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

COULTER JAMES G

(Last) (First) (Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WINKELRIED JON

(Last) (First) (Middle)

C/O TPG INC.

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of TPG GenPar VIII Advisors, LLC, which is the general partner of TPG GenPar VIII, L.P., which is the general partner of TPG VIII Lynnwood Holdings Aggregation, L.P. ("TPG VIII Lynnwood"), which directly holds 140,026,557 shares of Common Stock of LifeStance Health Group, Inc.

2. Because of the relationship between the Reporting Persons and TPG VIII Lynnwood, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG VIII Lynnwood. Each of TPG VIII Lynnwood and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG VIII Lynnwood's or such Reporting Person's pecuniary interest therein, if any.

3. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

(4) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (5) Gerald Neugebauer is signing on behalf of Messrs. Coulter and Winkelried pursuant to authorization and designation letters dated January 10, 2024, which were previously filed with the Securities and Exchange Commission.

	Martin Davidson, Chief Accounting Officer, TPG GP A, LLC (4)	03/04/2026
	Gerald Neugebauer, on behalf of James G. Coulter (4) (5)	03/04/2026
	Gerald Neugebauer, on behalf of Jon Winkelried (4) (5)	03/04/2026
	** 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.

FAQ

What did the LifeStance Health (LFST) Form 4 filed by TPG GP A, LLC report?

The Form 4 reports an open-market sale of 20,685,061 LifeStance common shares at $7.01 per share on March 2, 2026. The transaction is reported indirectly through entities controlled by TPG, with the underlying shares held by TPG VIII Lynnwood Holdings Aggregation, L.P.

How many LifeStance (LFST) shares remain held after the TPG-related sale?

After the reported transaction, 140,026,557 LifeStance common shares were shown as indirectly owned. These shares are directly held by TPG VIII Lynnwood Holdings Aggregation, L.P., while the reporting persons may be deemed beneficial owners only to the extent of their pecuniary interests.

Who actually holds the LifeStance (LFST) shares involved in this Form 4 transaction?

The filing states that TPG VIII Lynnwood Holdings Aggregation, L.P. directly holds the LifeStance common shares. TPG GP A, LLC, James G. Coulter, and Jon Winkelried report the transaction indirectly through a chain of TPG entities and may be deemed beneficial owners only to their pecuniary interests.

Was the LifeStance (LFST) insider transaction a buy or a sale?

It was a sale. The Form 4 identifies the transaction code as “S” and describes it as an open-market sale of 20,685,061 LifeStance common shares at $7.01 per share, reported as an indirect disposition by the TPG-affiliated reporting persons.

How do the TPG reporting persons describe their beneficial ownership of LifeStance (LFST)?

The reporting persons state they may be deemed to beneficially own the reported LifeStance securities only to the extent of their direct or indirect pecuniary interests. They expressly disclaim beneficial ownership of any securities beyond those pecuniary interests, consistent with Rule 16a-1(a)(4) under the Exchange Act.

What is the relationship between TPG VIII Lynnwood and the LifeStance (LFST) Form 4 filers?

The filing explains that entities ultimately controlled by TPG GP A, LLC sit above TPG VIII Lynnwood Holdings Aggregation, L.P. in the ownership chain. TPG VIII Lynnwood directly holds LifeStance shares, while TPG GP A, LLC and related individuals report indirect interests through this structure.