UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On September 9, 2026, LifeStance Health Group, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, Barclays Capital Inc. (the “Underwriter”), and the selling stockholders named in Schedule II thereto (the “Selling Stockholders”), relating to the underwritten offering of 22,250,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to the Company’s registration statement on Form S-3 (File No. 333-279585), filed on May 21, 2024 (the “Registration Statement”). In addition, pursuant to the Underwriting Agreement, the Company has agreed to purchase from the Underwriter 2,000,000 Shares sold by the Selling Stockholders to the Underwriter, at a price per share 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 the Common Stock being repurchased by the Company.
All of the Shares are being sold by the Selling Stockholders. The Company did not receive any proceeds from the offering. The closing of the offering occurred on September 11, 2026. The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.
Ropes & Gray LLP, counsel to the Company, has issued an opinion to the Company regarding the Shares sold in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | Description | |
| 1.1 | Underwriting Agreement, dated September 9, 2026, by and among the Company, the Underwriter and the Selling Stockholders. | |
| 5.1 | Opinion of Ropes & Gray LLP | |
| 23.1 | Consent of Ropes & Gray LLP (included in Exhibit 5.1 above) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LifeStance Health Group, Inc. | ||||||
| Date: September 11, 2026 | By: | /s/ Ryan McGroarty | ||||
| Ryan McGroarty Chief Financial Officer | ||||||