LifeStance Health Group, Inc. amendment to a Schedule 13G/A reports that TPG VIII Lynnwood (via TPG GP A, LLC and affiliated Reporting Persons James G. Coulter and Jon Winkelried) is associated with 111,744,614 shares of Common Stock, representing 29.3% of the class. The percentage is calculated based on 381,834,432 shares outstanding as of May 12, 2026, as cited from a Prospectus Supplement filed on May 8, 2026. The filing states shared voting and shared dispositive power over the reported shares and includes a joint filing agreement and related disclaimers of beneficial ownership to the extent of pecuniary interest.
Positive
None.
Negative
None.
Insights
TPG-related entities report shared control of a sizeable 29.3% stake.
The filing attributes 111,744,614 shares to TPG VIII Lynnwood through an ownership/control chain ending with TPG GP A, LLC. It records shared voting and shared dispositive power among the Reporting Persons, with standard disclaimers about pecuniary interest.
This is an ownership disclosure under Schedule 13G/A; cash‑flow treatment is not stated here and timing references are limited to the May 12, 2026 outstanding share count cited from a May 8, 2026 prospectus supplement.
Key Figures
Reported shares associated with TPG entities:111,744,614 sharesOwnership percentage:29.3%Shares outstanding used for calculation:381,834,432 shares
3 metrics
Reported shares associated with TPG entities111,744,614 sharesAmount held directly by TPG VIII Lynnwood as described in the filing
Ownership percentage29.3%Percent of common stock beneficially owned as reported on cover pages
Shares outstanding used for calculation381,834,432 sharesShares outstanding as of <date>May 12, 2026</date> per Prospectus Supplement cited in the filing
"Amendment No. 2 to Schedule 13G/A is being filed jointly by TPG GP A, LLC"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
shared dispositive powerfinancial
"Shared Dispositive Power 111,744,614.00 is shown on each cover page"
Stockholders Agreementlegal
"TPG VIII Lynnwood entered into a Stockholders Agreement, dated as of June 9, 2021"
What does the LFST Schedule 13G/A Amendment No. 2 disclose?
It discloses that affiliated TPG entities are associated with 111,744,614 shares, a 29.3% stake. The filing records shared voting and dispositive power and cites an outstanding share base of 381,834,432 shares as of May 12, 2026.
Who are the reporting persons named in the LFST filing?
The reporting persons are TPG GP A, LLC, James G. Coulter, and Jon Winkelried. They file jointly under an Agreement of Joint Filing and attribute holdings through TPG VIII Lynnwood and related entities.
How was the 29.3% ownership percentage calculated?
The percentage is based on 381,834,432 shares outstanding as of May 12, 2026. The filing cites that outstanding share count from a Prospectus Supplement filed on May 8, 2026 as the denominator for the calculation.
Does the filing state that the Reporting Persons control LifeStance?
The filing indicates shared voting and dispositive power over reported shares and describes a control/ownership chain through TPG entities. It includes disclaimers limiting beneficial ownership to pecuniary interest only.
Are there group or stockholder agreements referenced in the filing?
Yes. The filing references a Stockholders Agreement dated June 9, 2021 covering TPG VIII Lynnwood and certain Holders and notes the potential for a Rule 13d-3 group relationship, with disclaimers of ownership by the Reporting Persons.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
LifeStance Health Group, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
53228F101
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
53228F101
1
Names of Reporting Persons
TPG GP A, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
111,744,614.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
111,744,614.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
111,744,614.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
29.3 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage beneficial ownership set forth in response to Item 11 above is based on 381,834,432 shares of Common Stock (as defined below) outstanding as of May 12, 2026, as reported in the Prospectus Supplement filed by LifeStance Health Group, Inc. (the "Issuer") with the Securities and Exchange Commission (the "Commission") on May 8, 2026.
SCHEDULE 13G
CUSIP Number(s):
53228F101
1
Names of Reporting Persons
COULTER, JAMES G
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
111,744,614.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
111,744,614.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
111,744,614.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
29.3 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The percentage beneficial ownership set forth in response to Item 11 above is based on 381,834,432 shares of Common Stock outstanding as of May 12, 2026, as reported in the Prospectus Supplement filed by the Issuer with the Commission on May 8, 2026.
SCHEDULE 13G
CUSIP Number(s):
53228F101
1
Names of Reporting Persons
WINKELRIED JON
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
111,744,614.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
111,744,614.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
111,744,614.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
29.3 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The percentage beneficial ownership set forth in response to Item 11 above is based on 381,834,432 shares of Common Stock outstanding as of May 12, 2026, as reported in the Prospectus Supplement filed by the Issuer with the Commission on May 8, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
LifeStance Health Group, Inc.
(b)
Address of issuer's principal executive offices:
4800 N. Scottsdale Road, Suite 2500, Scottsdale, AZ 85251
Item 2.
(a)
Name of person filing:
This Amendment No. 2 to Schedule 13G is being filed jointly by TPG GP A, LLC, a Delaware limited liability company ("TPG GP A"), James G. Coulter and Jon Winkelried (each, a "Reporting Person" and, together, the "Reporting Persons"), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act.
TPG GP A 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., a Delaware corporation, which is the sole member of TPG GPCo, LLC, a Delaware limited liability company, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Operating Group II, L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Operating Group I, L.P., a Delaware limited partnership, which is the sole member of TPG GenPar VIII Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG GenPar VIII, L.P., a Delaware limited partnership, which is the general partner of TPG VIII Lynnwood Holdings Aggregation, L.P., a Delaware limited partnership ("TPG VIII Lynnwood"), which directly holds 111,744,614 shares of Common Stock.
Because of the relationship of TPG GP A to TPG VIII Lynnwood, TPG GP A may be deemed to be the beneficial owner of the shares of Common Stock held by TPG VIII Lynnwood. TPG GP A is controlled by entities owned by Messrs. Coulter and Winkelried. Because of the relationship of Messrs. Coulter and Winkelried to TPG GP A, each of Messrs. Coulter and Winkelried may be deemed to be the beneficial owners of the shares of Common Stock held by TPG VIII Lynnwood. Messrs. Coulter and Winkelried disclaim beneficial ownership of such shares of Common Stock held by TPG VIII Lynnwood except to the extent of their pecuniary interest therein.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is as follows:
c/o TPG Inc.
301 Commerce Street, Suite 3300
Fort Worth, Texas 76102
(c)
Citizenship:
See response to Item 4 of each of the cover pages.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
53228F101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See responses to Item 9 on each cover page.
(b)
Percent of class:
See responses to Item 11 on each cover page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See response to Item 2(a) above.
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
TPG VIII Lynnwood entered into a Stockholders Agreement, dated as of June 9, 2021, with certain other holders (the "Holders") of shares of Common Stock. Pursuant to the Stockholders Agreement, TPG VIII Lynnwood and the Holders have agreed to, among other things, vote their shares of Common Stock to elect members of the Board of Directors of the Issuer as set forth therein.
Because of the relationship between TPG VIII Lynnwood and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Act, to beneficially own the shares of Common Stock beneficially owned by TPG VIII Lynnwood and the Holders and/or to constitute a "group" with the Holders. Each Reporting Person and TPG VIII Lynnwood disclaims beneficial ownership of the shares of Common Stock beneficially owned by the Holders, except to the extent of its pecuniary interest therein, if any.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
TPG GP A, LLC
Signature:
/s/ Matthew White
Name/Title:
Matthew White / Vice President
Date:
05/15/2026
COULTER, JAMES G
Signature:
/s/ Gerald Neugebauer
Name/Title:
Gerald Neugebauer on behalf of James G. Coulter (1)
Date:
05/15/2026
WINKELRIED JON
Signature:
/s/ Gerald Neugebauer
Name/Title:
Gerald Neugebauer on behalf of Jon Winkelried (2)
Date:
05/15/2026
Comments accompanying signature: (1) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on February 7, 2024 (SEC File No. 001-41617).
(2) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Winkelried on February 7, 2024 (SEC File No. 001-41617).
Exhibit Information
Exhibit 1 Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.*
* Incorporated herein by reference to the Agreement of Joint Filing by TPG Group Holdings (SBS) Advisors, Inc., TPG GP A, LLC, TPG Advisors VII, Inc., TPG Advisors VI, Inc., TPG Advisors VI-AIV, Inc., TPG Asia Advisors VI, Inc., David Bonderman, James G. Coulter, Jon Winkelried and Karl Peterson dated as of January 18, 2022, which was previously filed with the Securities and Exchange Commission (the "Commission") as Exhibit 1 to Amendment No. 4 to Schedule 13D filed by TPG GP A, LLC, David Bonderman, James G. Coulter and Jon Winkelried on January 18, 2022 with respect to the shares of common stock of Allogene Therapeutics, Inc.
