SCOTTSDALE, Ariz. — February 25, 2026 — Leads & Copy — LifeStance Health Group, Inc. (Nasdaq: LFST) announced today that certain stockholders intend to offer 25,000,000 shares of the company’s common stock.
The offering is made pursuant to a shelf registration statement filed with the Securities and Exchange Commission (SEC). The stockholders, referred to as “Selling Stockholders,” will receive all proceeds from the offering. LifeStance will not sell any shares and will not receive any proceeds.
The company has authorized the concurrent purchase from the underwriter of 7,000,000 shares of common stock, subject to the completion of the offering. The price per share for the repurchase will be the same as the price per share payable by the underwriter to the Selling Stockholders. The underwriter will not receive any underwriting fees for the repurchased shares.
The repurchase is subject to completion of the offering and customary conditions. The offering is not conditioned upon the completion of the repurchase.
J.P. Morgan is acting as the underwriter for the offering.
An automatic shelf registration statement relating to the offering was filed with the SEC on May 21, 2024, and became effective upon filing. Investors should read the prospectus in the shelf registration statement, the documents incorporated by reference, and the prospectus supplement filed with the SEC for information about the company and the offering.
Copies of the prospectus and related supplement may be obtained by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com. The prospectus and supplement are also available on the SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under securities laws. Nothing herein should be construed as an offer to sell, or the solicitation of an offer to buy, any shares of Common Stock subject to the Repurchase.
LifeStance, founded in 2017, provides virtual and in-person outpatient mental health care for children, adolescents, and adults. The company employs approximately 8,040 psychiatrists, advanced practice nurses, psychologists, and therapists and operates across 33 states and more than 550 centers.
LifeStance’s mission is to improve access to trusted, affordable, and personalized mental healthcare.
Source: LifeStance Health Group, Inc.
