LifeStance Health Group Inc美股招股说明书(2026-05-08版)

LifeStance Health Group, Inc.Common Stock The selling stockholders identified in this prospectus supplement are offering 35,000,000 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 ofcommon stock under this prospectus supplement and will not receive any proceeds from the sale of shares by the sellingstockholders. Subject to the completion of this offering, we intend to purchase from the underwriter 6,000,000 shares of our common stockthat are subject to this offering at a price per share equal to the price per share paid by the underwriter to the selling stockholders inthis 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 the shares of our common stock being purchased by us. The offering is notconditioned upon the completion of the Share Repurchase. We cannot assure you that this offering or the Share Repurchase will beconsummated. Nothing in this prospectus supplement should be construed as an offer to sell, or the solicitation of an offer to buy, anyshares 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 May6,2026, the last sale price of the common stock as reported on Nasdaq was $7.36 per share. Investing in the Company’s common stock involves risks. See “Risk Factors” beginning on page S-4and in the documents incorporated by reference herein. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to thecontrary is a criminal offense. The underwriter expects to deliver the shares of common stock on or aboutThe Depository Trust Company. , 2026, through the book-entry facilities of J.P. Morgan The date of this prospectus supplement is Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCECAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSSELLING STOCKHOLDERSMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERSUNDERWRITINGLEGAL MATTERSEXPERTS Prospectus ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE LEGAL MATTERS Table of Contents 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 the SEC that is also incorporated or deemed to beincorporated by reference in this prospectus supplement modifies or supersedes that statement. Any statement so modified or superseded will not bedeemed, except as so modified or superseded, to constitute a part of this prospectus supplement. See “Where You Can Find More Information;Incorporation of Certain Documents by Reference.” In various places in this prospectus supplement and the accompanying prospectus, we refer you tosections of other documents for additional information by indicating the titles of the other sections. All cross-references in this prospectus supplementare to captions contained in this prospectus supplement and not in the accompanying prospectus, unless otherwise indicated. We are responsible for the information contained in this prospectus supplement, the accompanying prospectus and any permitted free writingprospectus. None of the Company, any selling stockholder or any underwriter has authorized anyone to provide you with any different or additionalinformation or to make any representations about information that is not contained or incorporated by ref