LifeStance Health Group Inc美股招股说明书(2026-02-27版)

LifeStance Health Group, Inc. Common Stock The selling stockholders identified in this prospectus supplement are offering 25,000,000 shares of common stock, par value $0.01 per share (the“common stock”), of LifeStance Health Group, Inc. (the “Company”). The Company is not selling any shares of common stock under this prospectussupplement and will not receive any proceeds from the sale of shares by the selling stockholders. Subject to the completion of this offering, we intend to purchase from the underwriter 7,000,000 shares of our common stock that are subject tothis offering at a price per share equal to the price per share paid by the underwriter to the selling stockholders in this offering (the “Share Repurchase”).The repurchased shares of common stock will no longer be outstanding after this offering. The underwriter will not receive any compensation for theshares of our common stock being purchased by us. The offering is not conditioned upon the completion of the Share Repurchase. We cannot assure youthat this offering or the Share Repurchase will be consummated. Nothing in this prospectus supplement should be construed as an offer to sell, or thesolicitation of an offer to buy, any shares of our common stock subject to the Repurchase. The Company’s common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “LFST.” On February24, 2026, the lastsale price of the common stock as reported on Nasdaq was $7.14 per share. The underwriter has agreed to purchase shares of common stock from the selling stockholders at a price of $7.01per share, which will resultin $175,250,000 of proceeds to the selling stockholders before expenses. The underwriter may offer the shares of common stock offered by thisprospectus supplement, other than shares subject to the Share Repurchase, from time to time at market prices prevailing at the time of sale, at pricesrelated to such prevailing market prices, at negotiated prices, at fixed prices or at prices that may be subject to change. The underwriter may effectsuch transactions by selling shares of common stock to or through dealers, and such dealers may receive compensation in the form of discounts,concessions or commissions from the underwriter and/or purchasers of shares of common stock for whom they may act as agents or to whom theymay sell as principal. See “Underwriting” for additional information regarding underwriting compensation. Investing in the Company’s common stock involves risks. See “Risk Factors” beginning on page S-4 and in thedocuments incorporated by reference herein. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. The underwriter expects to deliver the shares of common stock on or about March2, 2026, through the book-entry facilities of The DepositoryTrust Company. J.P. Morgan The date of this prospectus supplement is February25, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-iiWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-iiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-ivPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4USE OF PROCEEDSS-5SELLING STOCKHOLDERSS-6MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERSS-9UNDERWRITINGS-12LEGAL MATTERSS-22EXPERTSS-22 Prospectus ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS THE COMPANYRISK FACTORSUSE OF PROCEEDSSELLING STOCKHOLDERSDESCRIPTION OF CAPITAL STOCKPLAN OF DISTRIBUTIONLEGAL MATTERS ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering andsupplements information contained in the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and theaccompanying prospectus. The second part is the accompanying prospectus, which describes more general information, some of which may not apply tothis offering. You should read both this prospectus supplement and the accompanying prospectus, including the documents incorporated by referenceherein and therein. If information in this prospectus supplement is inconsistent with the accompanying prospectus, this prospectus supplement willsupersede the information in the accompanying prospectus. Any statement made in this prospectus supplement, the accompanying prospectus or in a document incorporated or deemed to be incorporated byreference in this prospectus supplement or in the accompanying prospectus will be deemed to be modified or superseded to the extent that a statementcontained in this prospectus supplement or in any other document subsequently filed with t