LifeStance Health Group, Inc. filed a Current Report on Form 8-K on September 9, 2026, announcing an underwritten offering of common stock. The transaction involves the sale of 22,250,000 shares of the Company’s common stock, par value $0.01 per share, by selling stockholders. The shares are being offered pursuant to a registration statement on Form S-3 (File No. 333-279585) that was originally filed on May 21, 2024.
Barclays Capital Inc. is acting as the underwriter for the transaction. Under the terms of the Underwriting Agreement, the Company has agreed to purchase 2,000,000 shares from the underwriter that were sold by the selling stockholders. The price per share for this repurchase is equal to the price per share paid by the underwriter to the selling stockholders. The underwriter did not receive any compensation for the shares of common stock being repurchased by the Company.
According to the filing, the Company did not receive any proceeds from the offering, as all of the shares are being sold by the selling stockholders. The closing of the offering occurred on September 11, 2026. Ropes & Gray LLP served as counsel to the Company and issued an opinion regarding the shares sold in the offering.
