LifeStance Health Group, Inc. filed a Form 8-K on September 11, 2026, disclosing the closing of an underwritten secondary offering of 22,250,000 shares of common stock sold entirely by selling stockholders, with the company simultaneously repurchasing 2,000,000 of those shares.

Key Highlights

  • 22,250,000 shares offered: All shares were sold by selling stockholders named in Schedule II of the Underwriting Agreement, not by the company itself.
  • No proceeds to the company: According to the filing, "the Company did not receive any proceeds from the offering."
  • Company repurchase of 2,000,000 shares: LifeStance agreed to buy 2,000,000 of the shares from the underwriter at the same price per share paid by the underwriter to the selling stockholders.
  • No underwriter compensation on repurchased shares: The filing states the underwriter did not receive any compensation for the shares repurchased by the company.
  • Underwriting Agreement dated September 9, 2026: Barclays Capital Inc. acted as the sole underwriter; closing occurred on September 11, 2026.
  • Registered under existing shelf: The offering was conducted pursuant to a Form S-3 registration statement (File No. 333-279585) filed on May 21, 2024.

LifeStance Health Secondary Offering: Structure and Key Terms

According to the filing, LifeStance Health Group, Inc. (NASDAQ:LFST) entered into an Underwriting Agreement on September 9, 2026, with Barclays Capital Inc. as underwriter and the selling stockholders identified in Schedule II of that agreement. The offering covered 22,250,000 shares of common stock, par value $0.01 per share, registered under the company's existing Form S-3 shelf registration statement filed May 21, 2024. The filing confirmed the offering closed on September 11, 2026.

All shares in the offering were sold by the selling stockholders. The company disclosed that it received no proceeds from the transaction. As a separate component of the Underwriting Agreement, the company agreed to repurchase 2,000,000 of the offered shares from the underwriter at a price per share equal to the price the underwriter paid to the selling stockholders. The filing noted that Barclays Capital Inc. received no compensation in connection with those 2,000,000 shares repurchased by the company.

Ropes and Gray LLP, described in the filing as counsel to the company, issued a legal opinion regarding the shares sold in the offering. That opinion, along with the firm's consent, is attached as Exhibits 5.1 and 23.1, respectively. The Underwriting Agreement itself is attached as Exhibit 1.1. The filing was signed by Ryan McGroarty, Chief Financial Officer, on September 11, 2026.

What Was Disclosed

LifeStance Health disclosed an underwritten secondary offering of 22,250,000 shares sold entirely by selling stockholders, closing September 11, 2026, with the company simultaneously repurchasing 2,000,000 shares and receiving no proceeds from the offering.