On November 9, 2026, LifeStance Health Group, Inc. filed a Current Report on Form 8-K announcing the execution of an Underwriting Agreement. The agreement was entered into by the Company, Barclays Capital Inc., and J.P. Morgan Securities LLC, collectively referred to as the Underwriters.
The filing details an underwritten offering of 45,000,000 shares of the Company’s common stock. These shares were sold by selling stockholders named in Schedule II of the agreement, pursuant to a registration statement on Form S-3 (File No. 333-279585) originally filed on May 21, 2024.
Under the terms of the agreement, the Company purchased 2,000,000 shares from the Underwriters. These shares were sold by the Selling Stockholders to the Underwriters, and the Company acquired them at the same price per share paid by the Underwriters to the Selling Stockholders. The Underwriters did not receive any compensation for these repurchased shares.
Crucially, the Company did not receive any proceeds from this transaction. The closing of the offering occurred on November 12, 2026. The filing also notes that Ropes & Gray LLP served as counsel to the Company and provided an opinion regarding the shares sold in the offering.
