TPG-linked holder trims LifeStance (LFST) stake with 28.3M-share sale

Rhea-AI Filing Summary

LifeStance Health Group, Inc. reported that an entity affiliated with TPG completed an open-market sale of 28,281,943 shares of Common Stock at $8.02 per share. After this transaction, TPG VIII Lynnwood Holdings Aggregation, L.P. continues to hold 111,744,614 shares indirectly, with the reporting persons only deemed beneficial owners to the extent of their pecuniary interests.

Positive

• None.

Negative

• Large shareholder reduction: A TPG-affiliated entity executed an open-market sale of 28,281,943 LifeStance shares at $8.02, representing a substantial net reduction in its position even though it continues to hold 111,744,614 shares.

Insights

Equity ownership & governance analyst

Large TPG-affiliated fund sells a sizable LFST stake but retains a major position.

The filing shows a TPG-affiliated entity executed an open-market sale of 28,281,943 LifeStance common shares at $8.02 per share. This is a pure secondary sale, reflecting a reduction in the fund’s indirect position rather than new issuance by the company.

Following the sale, TPG VIII Lynnwood still directly holds 111,744,614 LifeStance shares, so the group remains a major shareholder. Footnotes state that the reporting persons may be deemed beneficial owners only to the extent of their pecuniary interests and expressly disclaim ownership beyond that.

The transaction is a clear net sell, with 28,281,943 more shares sold than bought according to the summary data. It signals portfolio rebalancing or partial exit by a large sponsor, while maintaining substantial ongoing exposure. Actual impact on trading and governance depends on broader market conditions and any future transactions disclosed in later filings.

Insider Trade Summary

Net Seller: 28,281,943 shares ($226,821,183)

Net Sell 1 txn

Insider TPG GP A, LLC, COULTER JAMES G, WINKELRIED JON

Role null | null | null

Sold 28,281,943 shs ($226.82M)

Type	Security	Shares	Price	Value
Sale	Common Stock	28,281,943	$8.02	$226.82M

Holdings After Transaction: Common Stock — 111,744,614 shares (Indirect, See Explanation of Responses)

Footnotes (1)

1. Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of TPG GenPar VIII Advisors, LLC, which is the general partner of TPG GenPar VIII, L.P., which is the general partner of TPG VIII Lynnwood Holdings Aggregation, L.P. ("TPG VIII Lynnwood"), which directly holds 111,744,614 shares of Common Stock of LifeStance Health Group, Inc. Because of the relationship between the Reporting Persons and TPG VIII Lynnwood, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG VIII Lynnwood. Each of TPG VIII Lynnwood and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG VIII Lynnwood's or such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Key Figures

Shares sold: 28,281,943 shares Sale price per share: $8.02 per share Shares held after transaction: 111,744,614 shares +2 more

5 metrics

Shares sold 28,281,943 shares Open-market sale of LifeStance Common Stock

Sale price per share $8.02 per share Price for the reported open-market sale

Shares held after transaction 111,744,614 shares LifeStance shares directly held by TPG VIII Lynnwood after sale

Net shares sold 28,281,943 shares Net-sell direction in transaction summary

Sell transactions count 1 transaction Single non-derivative sale reported

Key Terms

beneficial ownership, pecuniary interest, Rule 16a-1(a)(4), Section 16, +1 more

5 terms

beneficial ownership financial

"disclaims beneficial ownership of the securities reported herein, except to the extent"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of TPG VIII Lynnwood's or such Reporting Person's pecuniary interest therein"

Rule 16a-1(a)(4) regulatory

"Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934"

Section 16 regulatory

"for purposes of Section 16 of the Exchange Act or otherwise"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

combined voting power financial

"which represents a majority of the combined voting power of the common stock"

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

TPG GP A, LLC

(Last) (First) (Middle)

C/O TPG INC.

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TEXAS 76102

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
LifeStance Health Group, Inc. [ LFST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/12/2026		S		28,281,943	D	$8.02	111,744,614	I	See Explanation of Responses(1)(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

TPG GP A, LLC

(Last) (First) (Middle)

C/O TPG INC.

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TEXAS 76102

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

COULTER JAMES G

(Last) (First) (Middle)

C/O TPG INC.

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TEXAS 76102

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WINKELRIED JON

(Last) (First) (Middle)

C/O TPG INC.

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TEXAS 76102

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of TPG GenPar VIII Advisors, LLC, which is the general partner of TPG GenPar VIII, L.P., which is the general partner of TPG VIII Lynnwood Holdings Aggregation, L.P. ("TPG VIII Lynnwood"), which directly holds 111,744,614 shares of Common Stock of LifeStance Health Group, Inc.

2. Because of the relationship between the Reporting Persons and TPG VIII Lynnwood, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG VIII Lynnwood. Each of TPG VIII Lynnwood and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG VIII Lynnwood's or such Reporting Person's pecuniary interest therein, if any.

3. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

4. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. 5. Gerald Neugebauer is signing on behalf of Messrs. Coulter and Winkelried pursuant to authorization and designation letters dated January 10, 2024, which were previously filed with the Securities and Exchange Commission.

	/s/ Matthew White, Vice President, TPG GP A, LLC (4)	05/14/2026
	/s/ Gerald Neugebauer, on behalf of James G. Coulter (4) (5)	05/14/2026
	/s/ Gerald Neugebauer, on behalf of Jon Winkelried (4) (5)	05/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did the LifeStance (LFST) Form 4 filing report about insider activity?

The Form 4 reports an open-market sale of 28,281,943 LifeStance common shares at $8.02 per share by a TPG-affiliated entity. This reduces that holder’s stake but it still retains 111,744,614 shares through TPG VIII Lynnwood.

Who is the primary seller in the LifeStance (LFST) insider transaction?

The primary seller is TPG VIII Lynnwood Holdings Aggregation, L.P., controlled through a chain of TPG entities linked to TPG GP A, LLC. Footnotes explain that related reporting persons may be deemed beneficial owners only to the extent of their pecuniary interests.

How many LifeStance (LFST) shares were sold and at what price?

The filing shows a single open-market sale of 28,281,943 LifeStance common shares at a price of $8.02 per share. This represents a significant net sell transaction by the TPG-affiliated holder in one reported trade.

How many LifeStance (LFST) shares does the TPG-affiliated holder own after the sale?

After the transaction, TPG VIII Lynnwood directly holds 111,744,614 LifeStance common shares. The filing notes this stake is held through a chain of TPG entities, with reporting persons disclaiming beneficial ownership beyond their pecuniary interests.

Does the LifeStance (LFST) Form 4 indicate this was a planned or routine transaction?

The provided Form 4 data describes an open-market sale but does not reference a Rule 10b5-1 trading plan or similar arrangement in the footnotes. It therefore reads simply as a reported discretionary sale by the TPG-affiliated entity.

What is the net buy or sell position in this LifeStance (LFST) Form 4?

The transaction summary shows one sale and no purchases, with 28,281,943 shares sold and a net-sell direction. There are no derivative exercises, gifts, or tax-withholding entries reported in this particular Form 4 filing.