UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 2510, 2026

LifeStance Health Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-40478	86-1832801
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4800 N. Scottsdale Road
Suite 2500
Scottsdale, Arizona		85251
(Address of Principal Executive Offices)		(Zip Code)

4800 N. Scottsdale Road Suite 2500
Scottsdale, Arizona		85251
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 602 767-2100

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		TradingSymbol(s)		Name of each ~~exchangeon~~exchange on which registered
Common Stock, par value $0.01 per share		LFST		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 85.0102 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~February~~March 2510, 2026, ~~LifeStance Health Group, Inc.~~ (the “~~Company”)~~Start ~~entered into an Underwriting Agreement (the “Underwriting Agreement~~Date”), byLifeStance ~~and~~Health ~~among the Company~~Group, JInc.P. ~~Morgan Securities LLC~~ (~~the~~ “~~Underwriter~~LifeStance”), ~~and~~or the ~~selling stockholders named in Schedule II thereto (the~~ “~~Selling Stockholders~~Company”), ~~relating~~promoted toLisa ~~the~~Miller, ~~underwritten~~age ~~offering of 25~~52,~~000,000 shares~~ ~~(the~~to ~~“Shares”)~~serve ofas the Company’s ~~common~~Chief ~~stock,~~Operating ~~par~~Officer ~~value~~and ~~$0.01~~Principal ~~per~~Operating ~~share~~Officer. ~~(the “Common Stock”)~~Ms. Miller, ~~pursuant~~previously toserved ~~the~~as ~~Company~~LifeStance’s ~~registration~~Executive ~~statement~~Vice onPresident, ~~Form~~Practice ~~S-3~~Operations ~~(File~~from ~~No. 333-279585),~~February ~~filed~~2024 onuntil ~~May~~March 2110, ~~2024~~2026. ~~(the~~Previously, ~~“Registration Statement”)~~Ms. Miller Inserved ~~addition,~~as ~~pursuant~~LifeStance’s toSenior ~~the~~Vice ~~Underwriting Agreement~~President, ~~the~~Practice ~~Company~~Operations ~~has agreed to purchase~~ from ~~the~~September ~~Underwriter~~2022 ~~7,000,000~~until ~~Shares~~February ~~sold by the Selling Stockholder to the Underwriter, at a price per share equal to the price per share paid by the Underwriter to the Selling Stockholder~~2024. ~~The Underwriter did not receive any compensation for shares of the Common Stock being repurchased by the Company.~~

~~All~~Prior ofto ~~the~~joining ~~Shares~~LifeStance, ~~are~~Ms. Miller ~~being~~served ~~sold~~as byChief ~~the~~Operating ~~Selling~~Officer ~~Stockholders.~~and ~~The~~Interim ~~Company~~Chief ~~did~~Executive ~~not~~Officer ~~receive~~for ~~any~~Invo ~~proceeds~~Healthcare from ~~the~~September ~~offering.~~2020 ~~The~~to ~~closing~~April of2022, where she was responsible for executing the ~~offering~~organization’s ~~occurred~~vision onto ~~March 2,~~transform ~~2026~~autism treatment. ~~The~~Ms. Miller ~~description~~holds ofa ~~the~~Master ~~Underwriting~~of ~~Agreement~~Science isdegree ~~qualified~~ in ~~its~~Neuroscience ~~entirety~~from by the ~~terms~~University of ~~such~~Medicine ~~agreement,~~and ~~which~~Dentistry isof ~~incorporated~~New ~~herein~~Jersey ~~by reference~~ and ~~attached~~received toan ~~this~~MBA ~~report~~from asColumbia ~~Exhibit 1~~Business School.1.

~~Ropes &~~In ~~Gray~~connection ~~LLP~~with her appointment as Chief Operating Officer, ~~counsel~~Ms. Miller will be entitled to ~~the~~an ~~Company~~annual base salary of $485,000 ~~has~~and, ~~issued~~beginning anfor ~~opinion~~calendar toyear ~~the~~2026, ~~Company~~an ~~regarding~~annual ~~the~~bonus ~~Shares~~opportunity ~~sold~~with ina ~~the~~target ~~offering.~~equal Ato ~~copy~~85% of ~~the~~her ~~opinion~~base issalary, ~~filed~~with asthe ~~Exhibit~~actual ~~5.1~~amount toof ~~this~~such ~~Current~~bonus ~~Report~~based onupon ~~Form 8-K~~achievement of performance objectives.

~~Item~~In 9addition, Ms.01 Miller ~~Financial~~will ~~Statements~~be entitled to an annual equity award pursuant to the Company’s 2021 Equity Incentive Plan in the form of time-based restricted stock units and ~~Exhibits~~performance-based restricted stock units of the Company with a current aggregate target grant date value of approximately $1,500,000. The time-based restricted stock units will vest in equal installments on each of the first three anniversaries of the date of grant, generally subject to Ms. Miller’s continued employment through the applicable vesting date. The performance-based restricted stock units will vest in equal installments on each of the first three anniversaries of the date of grant solely to the extent that the underlying performance targets for the relevant period are achieved, generally subject to Ms. Miller’s continued employment through the applicable vesting date.

(d) Exhibits

Exhibit		Description
1.1		Underwriting Agreement, dated February 25, 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~~thereunto duly authorized.

		LifeStance Health Group, Inc.
Date: March 2, 2026	By:	/s/ Ryan McGroarty
Date: March 11, 2026	By:	/s/ Ryan Pardo
		Ryan McGroarty
		Ryan Pardo
		Chief Financial Officer
		Chief Legal Officer and Secretary

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