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LifeStance Health Group, Inc.

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 5, 2026

LFST$13.77+2.5%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 21 previous paragraphs and 22 current paragraphs.

14 unchanged; 3 reworded; 5 added; 4 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 1 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

The following table provides information about the trading plans adopted by certain of our officers and directors during thethree months ended September 30, 2026:

Current report

The Rule 10b5-1 trading plan permits transactions through and including the earlier of (a) the completion of all sales or (b) the date listed in the table. The arrangement also provides automatic expiration in the event of liquidation, dissolution, bankruptcy, insolvency, or death of the adopting person.

Current report

Shares reported within this column include shares subject to limit orders and such orders may not fill if limit order conditions are not met. The actual number of shares sold under the plan will depend on the number of shares withheld or sold to satisfy income tax withholding obligations and on the vesting of certain performance-based equity awards and may vary from the number provided herein. The number of performance-based equity awards included in the plans assumes awards are earned at target.

Current report

Subsequent to September 30, 2026, Mr. Burdick terminated his Rule 10b5-1 trading plan.

Current report

The Rule 10b5-1 trading plan was adopted by the Kimberly Pardo Irrevocable Trust. Mr. Pardo disclaims beneficial ownership of securities held by the Kimberly Pardo Irrevocable Trust except to the extent of his pecuniary interest therein.
Removed paragraphs (4)

Previous report

Lisa Miller, Chief Operating Officer

Previous report

On May 7, 2026, Lisa Miller, Chief Operating Officer, entered into a Rule 10b5-1 trading plan pursuant to which Ms. Miller, acting through a broker, may sell up to an aggregate of 77,297 shares of our common stock, subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock. Sales of shares under the plan may only occur from August 6, 2026 to February 5, 2027. The plan is scheduled to terminate on February 5, 2027, subject to earlier termination upon the sale of all shares subject to the plan or the expiration of all sale orders under the plan, upon termination by Ms. Miller or the broker, or as otherwise provided in the plan.

Previous report

Vaughn Paunovich, Chief Technology Officer

Previous report

On May 7, 2026, Vaughn Paunovich, Chief Technology Officer, entered into a Rule 10b5-1 trading plan pursuant to which Mr. Paunovich, acting through a broker, may sell up to an aggregate of 103,917 shares of our common stock, subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock. Sales of shares under the plan may only occur from August 6, 2026 to December 31, 2026. The plan is scheduled to terminate on December 31, 2026, subject to earlier termination upon the sale of all shares subject to the plan or the expiration of all sale orders under the plan, upon termination by Mr. Paunovich or the broker, or as otherwise provided in the plan.
Reworded paragraphs (3)

Previous wording

As of June 30, 2026, investment entities affiliated with TPG Inc. (“TPG”), and affiliates of Summit Partners (“Summit” and together with TPG, our “Principal Stockholders”), collectively, beneficially owned approximately 35.4% of our common stock. For so long as the Principal Stockholders continue to own a significant percentage of our stock, the Principal Stockholders will still be able to significantly influence the composition of our Board of Directors and the approval of actions requiring stockholder approval. Accordingly, for such period of time, the Principal Stockholders will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers, decisions on whether to raise future capital and amending our charter and bylaws, which govern the rights attached to our common stock. In particular, for so long as the Principal Stockholders continue to own a significant percentage of our stock, the Principal Stockholders will be able to cause or prevent a change of control of us or a change in the composition of our Board of Directors and could preclude any unsolicited acquisition of us. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of common stock as part of a sale of us and ultimately might affect the market price of our common stock.

Current wording

As of September 30, 2026, investment entities affiliated with TPG Inc. (“TPG”), and affiliates of Summit Partners (“Summit” and together with TPG, our “Principal Stockholders”), collectively, beneficially owned approximately 25.3% of our common stock. For so long as the Principal Stockholders continue to own a significant percentage of our stock, the Principal Stockholders will still be able to significantly influence the composition of our Board of Directors and the approval of actions requiring stockholder approval. Accordingly, for such period of time, the Principal Stockholders will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers, decisions on whether to raise future capital and amending our charter and bylaws, which govern the rights attached to our common stock. In particular, for so long as the Principal Stockholders continue to own a significant percentage of our stock, the Principal Stockholders will be able to cause or prevent a change of control of us or a change in the composition of our Board of Directors and could preclude any unsolicited acquisition of us. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of common stock as part of a sale of us and ultimately might affect the market price of our common stock.

Previous wording

On February 24, 2026, the Company’s Board of Directors approved the Repurchase Program, which authorizes the Company to repurchase up to $100 million of the Company’s outstanding shares of common stock. The Repurchase Program does not obligate the Company to repurchase any particular amount of common stock. Stock repurchases under this program may be made at such times, prices, amounts and on such terms as the Company may determine from time to time to be advisable based on a variety of factors such as the market price of the Company’s common stock, the Company’s corporate requirements, other investment opportunities, and the overall market condition, with such repurchases effectuated in the open market or through privately negotiated transactions (including accelerated share repurchase programs), block purchases, or exchange or non-exchange transactions, and using such broker-dealer or broker-dealers as the Company may determine. The Board of Directors may suspend, modify or terminate the Repurchase Program at any time without prior notice.

Current wording

On August 5, 2026, the Company’s Board of Directors approved the Repurchase Program, which authorizes the Company to repurchase up to $100 million of the Company’s outstanding shares of common stock. The Repurchase Program replaced the Company's prior $100 million repurchase program approved by the Board of Directors of the Company on February 24, 2026. The Repurchase Program does not obligate the Company to repurchase any particular amount of common stock. Stock repurchases under this program may be made at such times, prices, amounts and on such terms as the Company may determine from time to time to be advisable based on a variety of factors such as the market price of the Company’s common stock, the Company’s corporate requirements, other investment opportunities, and the overall market condition, with such repurchases effectuated in the open market or through privately negotiated transactions (including accelerated share repurchase programs), block purchases, or exchange or non-exchange transactions, and using such broker-dealer or broker-dealers as the Company may determine. The Board of Directors may suspend, modify or terminate the Repurchase Program at any time without prior notice.

Previous wording

During our fiscal quarter ended June 30, 2026, two of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) entered into, modified (as to amount, price or timing of trades) or terminated (i) contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information or (ii) non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

Current wording

During our fiscal quarter ended September 30, 2026, six directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) entered into, modified (as to amount, price or timing of trades) or terminated (i) contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information or (ii) non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).