LFST · LifeStance Health Group, Inc.

The filing discloses an underwritten public offering of 35,000,000 shares of LifeStance Health Group, Inc.'s common stock by selling stockholders, facilitated by J.P. Morgan Securities LLC under an existing Form S-3 shelf registration. Notably, the company agreed to repurchase 6,000,000 of these shares directly from the underwriter at the same price the underwriter paid the sellers, with no additional compensation to the underwriter for this transaction. This structure effectively reduces the net public float by 6 million shares while enabling liquidity for the selling stockholders. The company receives no proceeds from the primary offering, signaling no immediate capital raise but a managed reduction in outstanding shares potentially supportive of earnings per share. The offering closed concurrently with the filing date, and legal counsel Ropes & Gray LLP confirmed the shares' validity. This event under Item 8.01 highlights shareholder monetization with corporate participation in share repurchase, qualified by the full Underwriting Agreement terms in Exhibit 1.1.