LifeStance Health (LFST) exec’s PSUs vest with shares withheld for taxes

Rhea-AI Filing Summary

LifeStance Health Group, Inc. executive Ryan McGroarty reported equity compensation activity involving performance-based restricted stock units (PSUs) that vested on March 9, 2026. He acquired 127,878 shares of common stock from PSUs granted on March 17, 2025, and 65,168 shares from PSUs granted on March 24, 2025.

To cover tax withholding obligations on these PSU settlements, the issuer withheld 50,929 shares and 25,644 shares at a price of $6.91 per share. The footnotes state these withholdings reduced the shares delivered on vesting and did not involve any open-market sales.

After these transactions, McGroarty directly held 844,084 shares of LifeStance common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider McGroarty Ryan

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	127,878	$0.00	--
Tax Withholding	Common Stock	50,929	$6.91	$352K
Grant/Award	Common Stock	65,168	$0.00	--
Tax Withholding	Common Stock	25,644	$6.91	$177K

Holdings After Transaction: Common Stock — 855,489 shares (Direct)

Footnotes (1)

1. Represents performance-based restricted stock units ("PSUs") previously granted to the Reporting Person on March 17, 2025, which vested on March 9, 2026. Represents the number of shares withheld by the Issuer to satisfy tax withholding obligations in connection with the net settlement of PSUs that vested on March 9, 2026. The shares withheld represent a reduction of shares issued to the Reporting Person upon settlement of vested PSUs and do not constitute any open-market sale. Represents PSUs previously granted to the Reporting Person on March 24, 2025, which vested on March 9, 2026. Represents the number of shares withheld by the Issuer to satisfy tax withholding obligations in connection with the net settlement of PSUs that vested on March 9, 2026. The shares withheld represent a reduction of shares issued to the Reporting Person upon settlement of vested PSUs and do not constitute any open-market sale.

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

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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^*

McGroarty Ryan

(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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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	03/09/2026		A		127,878(1)	A	$0	855,489	D
Common Stock	03/09/2026		F(2)		50,929	D	$6.91	804,560	D
Common Stock	03/09/2026		A		65,168(3)	A	$0	869,728	D
Common Stock	03/09/2026		F(4)		25,644	D	$6.91	844,084	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 performance-based restricted stock units ("PSUs") previously granted to the Reporting Person on March 17, 2025, which vested on March 9, 2026.

2. Represents the number of shares withheld by the Issuer to satisfy tax withholding obligations in connection with the net settlement of PSUs that vested on March 9, 2026. The shares withheld represent a reduction of shares issued to the Reporting Person upon settlement of vested PSUs and do not constitute any open-market sale.

3. Represents PSUs previously granted to the Reporting Person on March 24, 2025, which vested on March 9, 2026.

4. Represents the number of shares withheld by the Issuer to satisfy tax withholding obligations in connection with the net settlement of PSUs that vested on March 9, 2026. The shares withheld represent a reduction of shares issued to the Reporting Person upon settlement of vested PSUs and do not constitute any open-market sale.

Remarks:

Chief Financial Officer and Treasurer

	By: /s/ Ryan Pardo, Attorney-in-Fact	03/11/2026
	** 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 LifeStance Health (LFST) report in this Form 4 for Ryan McGroarty?

The Form 4 shows Ryan McGroarty received common shares from vested performance-based restricted stock units and had some shares withheld for taxes. These are compensation-related equity movements, not open-market purchases or sales, and reflect routine settlement of previously granted PSUs.

How many LifeStance (LFST) shares did Ryan McGroarty receive from vested PSUs?

McGroarty received 127,878 shares from PSUs granted March 17, 2025, and 65,168 shares from PSUs granted March 24, 2025. Both sets of PSUs vested on March 9, 2026, and were settled in LifeStance common stock as part of his equity compensation.

Why were some LifeStance (LFST) shares withheld from Ryan McGroarty on March 9, 2026?

The issuer withheld 50,929 shares and 25,644 shares to satisfy tax withholding obligations tied to the PSU vesting on March 9, 2026. Footnotes clarify these withholdings reduced shares delivered and did not constitute any open-market sales of LifeStance stock.

What price was used for the LifeStance (LFST) tax-withholding share dispositions?

For the tax-withholding transactions, 50,929 shares and 25,644 shares of LifeStance common stock were valued at $6.91 per share. This price was used solely to determine the number of shares withheld to cover tax liabilities at settlement of the vested PSUs.

Did Ryan McGroarty sell any LifeStance (LFST) shares on the open market in this filing?

No. The filing specifies that shares labeled with transaction code F were withheld by the issuer to cover tax obligations on vested PSUs. The footnotes state clearly these withholdings do not constitute any open-market sale of LifeStance common stock by McGroarty.

How many LifeStance (LFST) shares does Ryan McGroarty hold after these transactions?

After the reported PSU vesting and related tax-withholding entries, McGroarty directly holds 844,084 shares of LifeStance common stock. This post-transaction balance reflects the net shares remaining following delivery of PSU shares and the issuer’s share withholdings for taxes.

What are performance-based restricted stock units (PSUs) in the context of LifeStance (LFST)?

In this context, PSUs are equity awards that convert into LifeStance common shares when performance conditions are met and the awards vest. The filing notes McGroarty’s PSUs granted in March 2025 vested on March 9, 2026, resulting in share delivery and related tax withholdings.