LifeStance closes 22.25 million-share secondary with concurrent 2 million-share buyback

LifeStance Health Group, Inc. (Nasdaq: LFST) closed a selling-stockholder secondary of 22.25 million common shares on September 11, 2026, alongside a company repurchase of 2.0 million of those shares from Barclays Capital Inc. at $12.29 per share. LifeStance received no proceeds from the offering.

Verified Figures

For LFST shareholders, the transaction combines a sale by existing holders with a buyback by the outpatient mental health company. The public offering price was $12.35 per share, while Barclays paid the selling stockholders $12.29 per share—the same price LifeStance agreed to pay for its repurchase.

The prospectus supplement put proceeds to the selling stockholders at approximately $273.5 million. That cash went to the sellers; the offering did not raise capital for LifeStance.

What the selling stockholders sold

All 22.25 million shares came from selling stockholders. Schedule II of the underwriting agreement divides the transaction into 20.25 million public offering shares and 2.0 million repurchase shares. LifeStance entered the agreement with Barclays and the selling stockholders on September 9.

LifeStance’s concurrent buyback

Subject to the stockholders’ sale to Barclays, LifeStance agreed to purchase 2.0 million of those shares from the underwriter. The repurchase price matched Barclays’ $12.29 purchase price from the sellers. Barclays received no compensation for the shares being repurchased by LifeStance.

Who received the proceeds

The selling stockholders received the offering proceeds, with none going to LifeStance. TPG VIII Lynnwood Holdings Aggregation, L.P. accounted for the largest block: 18,409,705 shares, comprising 16,754,900 public offering shares and 1,654,805 repurchase shares. Summit Partners-related selling stockholders supplied the remaining shares listed in Schedule II.

The filing trail

LifeStance reported the September 11 closing in Item 8.01 of its Form 8-K filed that day, accession 0001193125-26-389315. The offering used Form S-3 registration statement No. 333-279585, filed May 21, 2024. Item 9.01 lists the September 9 underwriting agreement as Exhibit 1.1 and the Ropes & Gray LLP legal opinion as Exhibit 5.1, with the firm’s consent included as Exhibit 23.1. The pricing disclosure also appears in the Rule 424(b)(7) prospectus supplement, accession 0001193125-26-387307.

Filing path

The offering closed under LifeStance Form S-3 File No. 333-279585 and was disclosed in Form 8-K AccNo 0001193125-26-389315 (Items 8.01 and 9.01), with Exhibit 1.1 Underwriting Agreement. LifeStance received no proceeds from the offering.