What changed in this filing

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Item 1. Business

2024-02-28 compared with 2023-03-09 · 171 added, 195 removed, 308 unchanged (54% of the section changed)

Unless stated otherwise or the context otherwise requires, the terms "we," "us," "our," "our business," "LifeStance" and "our Company" and similar references refer to LifeStance Health Group, Inc.

and its consolidated subsidiaries and affiliated practices.

References to "our employees" and "our clinicians" refer collectively to employees and clinicians, respectively, of our subsidiaries and affiliated practices.

and its consolidated subsidiaries and supported practices.

References to "our employees" and "our clinicians" refer collectively to employees and clinicians, respectively, of our subsidiaries and supported practices.

References to "our patients" refer to the patients treated by such clinicians.

Our vision is a truly healthy society where mental and physical healthcare are unified to make lives better.

Our mission is to help people lead healthier, more fulfilling lives by improving access to trusted, affordable and personalized mental health care.

To fulfill this mission, we have built one of the nation’s largest outpatient mental health platforms based on number of clinicians and geographic scale.

We are dedicated to improving the lives of our patients by reimagining mental health through a disruptive, tech-enabled in-person and virtual care delivery model built to expand access and affordability, improve outcomes and lower overall health care costs.

Our mission is to help people lead healthier, more fulfilling lives by improving access to trusted, affordable and personalized mental healthcare.

To fulfill this mission, we have built one of the nation’s largest outpatient mental health platforms based on number of clinicians and geographic scale.

We are dedicated to improving the lives of our patients by reimagining mental health through a tech-enabled in-person and virtual care delivery model built to expand access and affordability, improve outcomes and lower overall healthcare costs.

We combine a personalized, digitally-powered patient experience with differentiated, multidisciplinary clinical capabilities and in-network insurance relationships to fundamentally transform patient access to mental health treatment.

By revolutionizing the way mental health care is delivered, we believe we have, an opportunity to improve the lives and health of millions of individuals.

We employed 5,631 licensed mental health clinicians through our subsidiaries and affiliated practices in 33 states as of December 31, 2022.

By revolutionizing the way mental healthcare is delivered, we believe we have an opportunity to improve the lives and health of millions of individuals.

We employed 6,645 licensed mental health clinicians through our subsidiaries and supported practices in 33 states as of December 31, 2023.

Our clinicians offer patients a comprehensive, multidisciplinary suite of mental health services, spanning psychiatric evaluations and treatment, psychological and neuropsychological testing, and individual, family and group therapy.

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One in five U.S.

adults and one in six youths will experience mental illness each year and over 50% of adults will experience mental health issues during their lifetime.

This disease burden has a broader impact across all of healthcare—healthcare costs for individuals with mental health conditions, including depression, have been shown to be approximately three and a half times higher than for people without those conditions.

adults and youths will experience mental illness each year.

However, there are significant barriers to addressing this crisis:

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Despite this large burden, access to mental health treatment is plagued by significant challenges.

Of patients with serious mental illness not receiving care in the past year, 29% reported that they did not know where to go for services, suggesting issues related to access.

Even if patients are able to access a mental health professional, studies show they often face significant wait times.

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The mental healthcare market remains highly fragmented, forcing patients to pay cash out-of-pocket for treatment and, therefore, reducing the likelihood that patients will receive treatment.

Of patients with serious mental illness not receiving care in the past year, 46% reported that they could not afford the cost of treatment, and an additional 19% reported that their health insurance did not pay enough for mental health services.

• Lack of Scale and Organization:

Outpatient mental health is highly fragmented.

We believe that independent clinicians are burdened with significant non-clinical business demands, including marketing, payor contracting, billing and collecting, and other administrative tasks, impeding their ability to focus on their patients’

A corresponding lack of resources to invest in infrastructure and technology exacerbates these burdens, even as growing regulatory and compliance requirements increase the need for them.

This lack of technology further constrains access issues—for example, through limited or no virtual capabilities—while impeding the ability to effectively track patient data and outcomes as needed to ensure care is being delivered effectively.

• Lack of Care Coordination:

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We founded LifeStance to solve these challenges.

More broadly, we recognized that addressing this unmet need would require a transformation of how mental health care is built and delivered.

We developed powerful incentives for each of our stakeholders—patients, clinicians, payors and primary care and specialist physicians—to align with our mission, adopt our platform and drive our growth.

We estimate that the outpatient mental healthcare market in the United States was approximately $116 billion as of 2020 and today there are over 50 million patients in the United States with a mental health issue that our clinicians could address.

We expect that the market will nearly double from 2020 to 2025 at a compound annual growth rate of 14%, to approximately $215 billion.

More broadly, we recognized that addressing this unmet need would require a transformation of how mental healthcare is built and delivered.

We developed powerful incentives for each of our stakeholders—patients, clinicians, payors and primary care and specialist physicians—to align with our mission, adopt our platform and drive our

We estimate that there are over 50 million patients in the United States with a mental health issue that our clinicians could address.

We Provide Patients Access to Convenient, Affordable, High-Quality Care

We are the front-door to comprehensive outpatient mental health care.

Our clinicians offer patients comprehensive services to treat mental health conditions across the clinical spectrum.

Our in-network payor relationships improve patient access by allowing patients to access care without significant out-of-pocket cost or delays in receiving treatment.

We are the front-door to comprehensive outpatient mental healthcare.

Our clinicians offer patients a full spectrum of outpatient services to treat mental health conditions.

Our in-network payor relationships improve patient access by allowing patients to access mental healthcare just as they would a primary care physician's visit without significant out-of-pocket cost or delays in receiving treatment.

Our personalized, data-driven comprehensive care meets patients where they are through convenient virtual and in-person settings.

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We empower clinicians to focus on patient care and relationships by providing what we believe is a superior workplace environment, as well as clinical and technology capabilities to deliver high-quality care.

We offer a unique employment model for clinicians in a collaborative clinical environment—with clinicians employed by our subsidiaries and affiliated practices—and we improve patient access through in-network payor contracts and primary care and specialist physician referrals.

We offer a unique employment model for clinicians in a collaborative clinical environment—with clinicians employed by our subsidiaries and supported practices—and we improve patient access through in-network payor contracts and primary care and specialist physician referrals.

Our integrated platform and national infrastructure reduce administrative burdens for clinicians while increasing engagement and satisfaction.

Our digital platform enables collaboration across the clinician team.

Our clinicians are dedicated to our mission—in 2021 and again in 2022, we were Certified by Great Place to Work, the global authority on workplace culture, employee experience and leadership behaviors.

We Reduce Costs for Payors and Their Members

We partner with payors to deliver access to high-quality outpatient mental health care to their members at scale.

Through our extensive scale, we offer payors a pathway to achieving these savings in the broader healthcare system.

By offering access to our services, payors also have an opportunity to reduce their employer customers’

significant mental health costs arising from higher employee absenteeism and lower productivity.

We partner with payors to deliver access to high-quality outpatient mental healthcare to their members at scale.

Through our extensive scale, we offer payors a pathway to reduce overall cost of care in the broader healthcare system while supporting improved physical and mental health outcomes.

By offering access to our services, payors also have an opportunity to reduce their employer customers’ significant mental health costs arising from higher employee absenteeism and lower productivity.

We Enable Primary Care and Specialist Physicians to Deliver Superior Care

We collaborate with primary care and specialist physicians to enhance patient care.

Primary care is an important setting for the treatment of mental health conditions—primary care physicians are often the sole contact of patients with a mental illness.

We partner with primary care physicians and specialist physician groups across the country to provide a mental healthcare network for referrals and, in certain instances, through co-location to improve the diagnosis and treatment of their patients.

Primary care is an important setting for the treatment of mental health conditions—primary care physicians are often the sole connection to the healthcare system for patients with a mental illness and, in instances where patients have a chronic condition, specialist physicians often step into the role of primary care physicians in managing these patients' overall health.

We partner with primary care physicians and specialist physician groups across the country to provide a mental healthcare network for referrals, and in certain instances, through virtual integration and physical co-location, to improve the diagnosis and treatment of their patients who suffer from mental health conditions.

We Have an Opportunity to Transform Healthcare as a Whole

To truly transform healthcare, the integration of mental and physical care is increasingly recognized as a critical priority.

It is estimated that over one-third of all patients with chronic physical diseases have a co-occurring mental health disorder.

Our scale, breadth of capabilities and value proposition to our key stakeholders position us to enable this transformation, which we are already undertaking.

In certain instances, we co-locate our clinicians to facilitate seamless mental health care treatment and enable collaborative care consultation with other care providers.

We have over 10 integrated care programs underway, including partnerships with Medicare Advantage plans, employers, and chronic care providers as we lead efforts that seek to demonstrate the ability of fully-integrated mental health models to improve holistic health outcomes.

We envision a future where the coordination and delivery of mental and physical care is accomplished collaboratively between primary care and mental health providers to improve overall patient health, and we are actively working to lead the mental health industry in this direction.

It is estimated that over one-third of all patients with chronic medical conditions have a co-occurring mental health disorder.

Our scale, breadth of capabilities and value proposition to our key stakeholders enable us to drive this transformation.

We have over 11 integrated care programs underway, including partnerships with primary care providers, specialists and chronic care providers as we lead efforts to demonstrate the ability of fully-integrated mental health models to improve overall health outcomes.

In certain instances, we co-locate our clinicians at partners' facilities to promote seamless mental health treatment and enable collaborative delivery of care.

We envision a future where the coordination and delivery of mental and physical care is accomplished collaboratively between primary care and mental health providers, and we are actively working to lead the mental health industry in this direction.

How We Generate Revenue

We generate revenue on a per-visit basis when a patient receives care from one of our clinicians.

Depending on the state, our clinicians are either employed directly through our subsidiaries or through our affiliated practices, for which we manage day-to-day operations pursuant to long-term management services contracts.

Our revenue is generally derived from patients with in-network insurance coverage, pursuant to which our subsidiaries or affiliated practices are reimbursed for patient services.

Depending on the state, our clinicians are either employed directly through our subsidiaries or through our supported practices, for which we manage day-to-day operations pursuant to long-term management services contracts.

Our revenue is generally derived from patients with in-network insurance coverage, pursuant to which our subsidiaries or supported practices are reimbursed for patient services.

For the year ended December 31, 2023, 91% of our revenue was derived from patients with commercial in-network payors, 4% of our revenue was derived from patients with government payors, 4% of our revenue was derived from patients on a self-pay basis and 1% of our revenue was derived from non-patient services.

Our contracts with payors are typically structured as fee-for-service arrangements, with negotiated reimbursement rates for our clinical services.

With respect to our affiliated practices, our revenue is derived from management fees negotiated under our management services contracts.

With respect to our supported practices, our revenue is derived from management fees negotiated under our management services contracts.

We believe we are well-positioned to grow our revenue by catering to each of our stakeholders and remaining focused on our patient-centered mission.

We Deliver Value for All Key Stakeholders in the Healthcare Ecosystem

Our model is built to empower each of the healthcare ecosystem’s key stakeholders and align around our shared goal of delivering a healthier life for patients by creating access to high-quality mental health care.

Our Patients Gain Access to High-Quality Care When and Where They Need It

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Enabling our patients and elevating their experience makes them more likely to seek help, resulting in higher engagement and an increased likelihood they will continue treatment.

We believe our superior patient experience drives increased patient engagement—in 2022, 85% of our patients have had two or more visits with our clinicians.

Front door to comprehensive mental health care:

We offer comprehensive, multidisciplinary access to a suite of services to meet our patients’

needs through their mental health care journey.

We believe our superior patient experience drives increased patient engagement—in 2023, 85% of our patients have had two or more visits with our clinicians.

• Front door to comprehensive mental healthcare:

We offer comprehensive, multidisciplinary access to a suite of services to meet our patients’ needs through their mental healthcare journey.

Our patients have access to our comprehensive team of licensed mental health clinicians, including psychiatrists, advanced practice nurses ("APNs"), psychologists and therapists.

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• Increased access and affordability through in-network coverage:

We have national payor relationships, which improves access and affordability for our patients.

We have national and regional payor relationships, which improve access and affordability for our patients.

Our in-network patients can seek initial mental health screening, clinical treatment and subsequent therapy or follow-up as needed in a timely manner appropriate for their needs.

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Our clinicians share evidence-based practices and meet regularly for continuing education and other collaborative opportunities for learning.

They are also strongly supported to work together across disciplines to provide the most comprehensive and clinically effective care possible—often the most effective, evidence-based treatment modality is a combination of psychotherapy and psychiatric medication, and our mix of prescribers and non-prescribers supports the ability to provide optimal patient care.

• Strong work-life balance:

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• Competitive compensation package:

Our clinicians are employed as W-2 employees by our subsidiaries and affiliated practices rather than as independent contractors, the latter of which we believe is more common in the mental healthcare industry in the United States.

Additionally, we offer a flexible visit-based economic model, which allows our clinicians to build their patient panels while flexibly managing caseloads in line with clinicians’

personal preferences.

Our clinicians are employed as W-2 employees by our subsidiaries and supported practices rather than as independent contractors, the latter of which we believe is more common in the mental healthcare industry in the United States.

Additionally, we offer a flexible visit-based economic model, which allows our clinicians to build their patient panels while flexibly managing caseloads in line with clinicians’ personal preferences.

• Ownership mentality :

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• Access to a national clinician employee base:

We deliver a scaled and comprehensive mental health care offering with an appropriate mix of psychiatric and therapeutic expertise to offer to their members and employer clients.

We deliver a scaled and comprehensive mental healthcare offering with an appropriate mix of psychiatric and therapeutic expertise to offer to their members and employer clients.

• Lower total medical costs:

Long-term analyses demonstrate that incremental spend on mental health care for patients results in significantly higher savings in total health care costs.

As a result, improving access and coverage of mental health care represents a large cost containment opportunity with a compelling return on investment.

Long-term analyses demonstrate that incremental spend on mental healthcare for patients results in significantly higher savings in total healthcare costs.

As a result, improving access and coverage of mental healthcare represents a large cost containment opportunity with a compelling return on investment.

• Stronger member and client value proposition:

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We partner with primary care physicians and specialist physician groups, to deliver improved health outcomes for our shared patients:

More efficient referral base:

We offer our primary care and specialist partners an extensive mental health clinician base for their patients, enabling their patients to receive the best total care across their mental and physical health needs.

• More efficient referral base to broaden access:

We offer our primary care and specialist partners a diverse group of mental health clinicians to which they can refer their patients, allowing their patients to receive high-quality, evidence-based care covering their mental and physical health needs.

As we scale nationally, large provider groups can partner with us to streamline their mental health referrals.

By having access to our extensive clinical team, primary care and specialist physicians can more easily and consistently connect patients to our clinicians throughout the course of their care.

By gaining access to our extensive team of clinicians, primary care and specialist physicians can more easily and consistently connect patients with the care they need.

• Enable more integrated care and lower costs:

We believe mental and physical health care integration may help lower costs to our primary care physician partners under reimbursement models where reimbursement rates are tied to quality and value-based outcomes.

Our collaborative care model, through our partnerships with primary care physicians, other specialists and payor partners, aims to improve early diagnosis of mental health conditions to drive identification and better treatment, which may lead to improved quality outcomes and lower costs.

We believe mental and physical healthcare integration may help lower costs to our primary care physician partners under payment models where reimbursement rates are tied to quality and value-based outcomes.

Our collaborative models of care, delivered through our partnerships with primary care physicians and specialists, aim to improve early diagnosis of mental health conditions, leading to more timely and appropriate treatment, which in turn may lead to improved quality outcomes and lower costs.

Our Growth Strategies

We believe we are well positioned to sustain our strong track record of growth and accomplish our mission to reimagine mental health care in the United States.

We believe we are well positioned to sustain our strong track record of growth and accomplish our mission to reimagine mental healthcare in the United States.

To achieve this, we are anchored on our vision to deliver the highest-quality care for our patients and our value proposition to our key stakeholders.

Highly Scalable Platform with Proven Growth Playbook

We believe we have developed a highly replicable playbook that allows us to enter new markets and pursue growth through multiple vectors.

To enter new markets, we generally seek to establish our clinician base in those markets by acquiring high-quality practices with a track record of clinical excellence and in-network payor relationships.

Once we enter a market, we build market density by hiring or acquiring clinicians in that market.

To drive growth in our clinician base, we have developed an in-house clinician recruiting model that is built on our compelling clinician value proposition.

Our proprietary pipeline of clinician groups around the country also provides us with the opportunity to selectively expand our clinician base via tuck-in acquisitions.

We believe our guiding principle of creating a national platform built with a patient and clinician focus makes us the partner of choice for smaller, independent practices.

In addition to acquiring and expanding existing practices, we open de novo centers to provide physical locations for our clinicians to deliver on our hybrid model of in-person or virtual care.

In addition to expanding existing and acquiring practices, we open de novo centers in certain markets to provide physical locations for our clinicians to deliver on our hybrid model of in-person or virtual care.

From our inception through December 31, 2023, we have successfully opened 351 de novo centers and completed 93 acquisitions of existing practices.

Our clinician productivity drives center profitability, as evidenced by our de novo centers generating an attractive and predictable return on investment.

Expand Presence in Our Existing Markets

Expand and Optimize Our Presence in Existing Markets

We believe we have built a powerful market growth engine that allows us to rapidly grow our presence within our markets and unlock potential latent demand through our differentiated scale, access and affordability.

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Our investments in technology are a critical component of our growth, improving our patient and clinician experience and enabling us to leverage our platform scale to expand our reach.

Our virtual and in-person care model allows

us to optimize our utilization within our existing center and clinician footprint while flexibly scaling our platform capacity across our markets to meet demand.

Our virtual and in-person care model allows us to optimize our utilization within our existing center and clinician footprint while flexibly scaling our platform capacity across our markets to meet demand.

Our existing payor and primary care physician relationships further support this rapid growth by improving our patient access as we grow in our markets.

Our unified technology and operational platform is also highly scalable, helping us sustain our rapid growth.

In connection with our expansion through de novo centers and acquisitions, in 2023, we announced a strategic re-focus, to prioritize resources and close certain centers as a direct result of changes to our business model driven by a shift to more virtual visits initiated by the COVID-19 pandemic.

As a result, we have completed a significant reduction in physical space and exited several

underoccupied offices by both negotiating terminations of and abandoning certain real estate leases, and plan to continue to optimize our real estate footprint in 2024.

Enter into New Markets

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The highly fragmented nature of our industry provides us with significant opportunity to build and expand our presence across the United States.

Consistent with the corporate practice of medicine doctrine, in certain states, we acquire and operate some of our centers as affiliated practices.

Consistent with the corporate practice of medicine doctrine, in certain states, we acquire and operate some of our centers as supported practices.

Grow Our Partnerships with Key Stakeholders

We enjoy preferred national relationships with payors based on our scale, comprehensive service offering and ability to integrate mental health care.

We are focused on improving the lives of our patients through validated outcomes that enable health care cost savings and further increasing our value as a partner to payors, primary care and specialist physicians and employers.

We enjoy preferred national relationships with a number of payors based on our scale, comprehensive service offering and ability to integrate mental healthcare.

We are focused on improving the lives of our patients through validated outcomes that enable healthcare cost savings and further increasing our value as a partner to payors, primary care and specialist physicians and employers.

Our goal is to continue to closely integrate mental and physical care.

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As we continue to grow, we see an opportunity to augment the scope of our relationships with each of our stakeholders.

We believe our deepening relationships with each of these key health care stakeholders will further drive our success as we benefit from continued growth in our patient referral networks.

Advance Integrated Care Models

We are currently pioneering collaborative care models with our payor partners in several of our markets, embedding mental health clinicians into primary care centers to evaluate and treat patients in a single setting.

In certain instances, we co-locate our clinicians in primary care and specialist offices.

We are also in programs with partners in certain chronic disease populations to identify and treat co-occurring mental health conditions, with the goal of improving overall health outcomes.

Over time, our goal is to continue to evolve our offering toward a fully-integrated care model in which primary care and specialist physicians and mental health clinicians work together to develop and provide personalized treatment plans for shared patients.

By collaborating as a team for shared patients, we believe we will not only be able to provide a seamless response to patients’

needs in a unified practice but also deliver better outcomes and lower overall medical costs.

We believe our deepening relationships with each of these key healthcare stakeholders will further drive our success as we benefit from continued growth in our patient referral networks.

Our Integrated Platform Is Reimagining Mental Health

We have purpose-built an integrated platform to reimagine how mental health care is delivered.

We have purpose-built an integrated platform to reimagine how mental healthcare is delivered.

Our patient-focused platform combines differentiated clinical capabilities with a personalized, digitally-powered patient experience designed to transform patient access and treatment.

Extensive Scale, Breadth and Access

We are reimagining access to mental health care in the United States.

We are one of the nation’s largest providers of outpatient mental health care in the country based on the number of clinicians we employ through our subsidiaries and our affiliated practices and our geographic scale, employing 5,631 dedicated clinicians in 33 states, as of December 31, 2022.

We are reimagining access to mental healthcare in the United States.

We are one of the nation’s largest providers of outpatient mental healthcare in the country based on the number of clinicians we employ through our subsidiaries and our supported practices and our geographic scale, employing 6,645 dedicated clinicians in 33 states, as of December 31, 2023.

In 2023, our clinicians treated more than 880,000 unique patients through approximately 6.9 million visits.

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We believe our dedicated employment model offers a superior value proposition compared to independent practice.

We employ a comprehensive range of mental health professionals to provide multi-disciplinary clinical modalities through our subsidiaries and our affiliated practices.

We serve all patient demographics—children, adolescents, adults and geriatrics.

We employ a comprehensive range of mental health professionals to provide multi-disciplinary clinical modalities through our subsidiaries and our supported practices.

We serve all patient demographics—children, adolescents, adults and geriatrics.

Patients have seamless access to our team of licensed mental health clinicians, including psychiatrists, APNs, psychologists and therapists.

Our breadth of clinical capabilities facilitates coordination across psychiatric and psychotherapy treatment modalities, limiting the need to refer patients externally as their needs are met within our comprehensive service offerings.

Our clinicians have access to our digital

platform, which allows for shared electronic medical records for internal communication, and facilitates patient referrals within our clinician team, both of which support our collaborative approach to care.

Our clinicians have access to our digital platform, which allows for shared electronic medical records for internal communication, and facilitates patient referrals within our clinician team, both of which support our collaborative approach to care.

Our Clinical Services

We offer a comprehensive suite of services to meet patients’

needs across their mental health care journey.

We offer a comprehensive suite of services to meet patients’ needs across their mental healthcare journey.

Our clinicians provide services spanning psychiatric evaluations and treatment, psychological and neuropsychological testing, and individual, family and group therapy.

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Our Digital Strategy

We believe that, while advanced digital capabilities are an essential part of the future of mental health care delivery, it is difficult to replicate and replace the in-person, human aspect of care.

We believe that, while advanced digital capabilities are an essential part of the future of mental healthcare delivery, it is difficult to replicate and replace the in-person, human aspect of care.

As a result, we have built a holistic, people-driven, digitally enabled care experience.

From the first interaction with LifeStance, our digital capabilities enable us to improve patient access, match patients with clinicians more efficiently and successfully, inform clinician decisions through data-driven insights and streamline referrals and consultations.

We are uniting virtual and in-person treatment with the goal to redefine the delivery of mental care for consumers across the ecosystem—one that delivers virtual engagement as personalized and human as the best in-person visits, and in-person visits as simple and seamless as the best digital experiences.

We are uniting virtual and in-person treatment with the goal to redefine the delivery of mental healthcare for consumers across the ecosystem—one that delivers virtual engagement as personalized and human as the best in-person visits, and in-person visits as simple and seamless as the best digital experiences.

Across our digital pathways, through our ability to increase access to care and lower the cost of treatment, we believe LifeStance delivers distinct value today, while continuing to shape and bring to life a vision for potentially even greater value in the future.

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We deliver comprehensive care to our patients through a seamless and convenient virtual and in-person experience that allows patients to choose how they access their treatment.

Within our care delivery model, patients can easily switch from virtual to in-person care due to unforeseen circumstances—for example, if they are delayed at work, traveling or at home with an ill child—which improves continuity of care.

This flexibility is especially critical in certain circumstances when, for example, a patient changes medications and a two-week follow-up is necessary to ensure effectiveness.

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Our de novo centers are built and fully outfitted to architectural design standards to create a comfortable and welcoming experience for our patients and clinicians that is replicated across our markets.

Our spaces are compassionate, human-centric environments, thoughtfully designed to support best practices in mental health care, while providing a collaborative and inclusive backdrop for patients and clinicians alike.

Our spaces are compassionate, human-centric environments, thoughtfully designed to support best practices in mental healthcare, while providing a collaborative and inclusive backdrop for patients and clinicians alike.

Our Virtual Care

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We have a large and diverse base of national, regional and local payors.

Our dedicated payor relationship team is divided into three regions to ensure that strong relationships with regional operations teams and insurance companies are cultivated.

Our payor contracting teams consist of professionals with decades of experience working with large national payors.

Our dedicated payor relationship team is divided into regions to ensure that strong relationships with regional operations teams and insurance companies are cultivated.

Our payor contracting teams consist of professionals with decades of experience working with a broad spectrum of payors from large national payors to regional and state-based payors.

We believe this expertise is critical to allowing our team to engage with payors more effectively than other providers.

Our teams negotiate, implement and manage new payor relationships, drive regional rate improvement and advance key initiatives.

We enter into individually negotiated regional contracts with regional entities comprising national payors.

To expand this network and grow access to covered patients, we continue to evaluate new payor relationships and national contracts where we believe the payor's policies and approach to mental healthcare align with our mission while also seeking to drive regional rate improvement, including terminating certain of our lower-volume payor contracts, to support continued investment in our differentiated model for delivering mental healthcare.

Two payors individually exceeded 10% of our total revenue for the year ended December 31, 2023:

UnitedHealthcare and Anthem, comprising 19% and 14%, respectively.

UnitedHealthcare and Elevance Health, Inc., comprising 19% and 13%, respectively.

Our contracts with payors are generally fee-for-services arrangements.

Only a nominal number of our contracts provide for incremental payments tied to the attainment of quality or performance metrics, and such payments comprised an immaterial portion of our revenue during the period.

Currently, only a small portion of our contracts

provide for incremental payments tied to the attainment of quality or performance metrics, and such payments comprised an immaterial portion of our revenue during the period.

Our Physician Relationships

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Within our markets, we partner with primary care practice groups, specialists, health systems and academic institutions to refer patients to our centers and clinicians.

To achieve this we have center leadership teams that build and maintain relationships with our referring partner networks.

These teams focus primarily on creating awareness of our platform and services including existing and new centers as well the introduction of newly hired clinicians with appointment availability.

To build and maintain this base of partners we have a dedicated partner relationship team that works directly with these partners along with our regional operations teams.

This team focuses primarily on creating awareness of our platform and services including existing and new centers as well the introduction of newly hired clinicians with appointment availability and providing defined referral pathways to help these partners and their patients timely access care.

When establishing new centers, we seek to build relationships with proximally located primary care and specialty offices as well as psychiatric hospitals to raise awareness.

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Some states have laws that prohibit business entities with non-physician owners from practicing medicine, which are generally referred to as the corporate practice of medicine.

See “—Government Regulation—Corporate Practice and Fee-Splitting.”

In states where we are not subject to corporate practice of medicine laws, we operate our business through centers that are wholly owned by our subsidiaries.

See “—Government Regulation—Corporate Practice and Fee-Splitting.” In states where we are not subject to corporate practice of medicine laws, we operate our business through centers that are wholly owned by our subsidiaries.

In states where the corporate practice of medicine doctrine applies, in order to comply with such laws, we do not own the centers or directly employ the clinicians.

Instead, such practices are owned by Dr.

Anisha Patel-Dunn, our Chief Medical Officer, or other licensed clinical leadership employees.

Instead, such practices are owned by our Chief Medical Officer or other licensed clinical leadership employees.

However, we own substantially all of the non-medical assets of the center and enter into a long-term management services contract with the center pursuant to which we provide all the management services to the center that it needs to operate, with the exception of medical or clinical services.

As of December 31, 2022, 373 of our 619 centers were operated as affiliated practices.

We manage our wholly-owned centers and affiliated practices consistently and generally do not distinguish between our wholly-owned centers and affiliated practices in operating our business, subject to compliance with applicable law.

Our subsidiaries directly employ the clinicians who practice at our wholly-owned centers, whereas, with respect to our affiliated practices, our affiliated practices directly employ the clinicians.

Any payment to a clinician at an affiliated practice is made pursuant to the clinician’s employment agreement with the affiliated practice (not through the management services contract).

As of December 31, 2023, 414 of our 575 centers were operated as supported practices.

We manage our wholly-owned centers and supported practices consistently and generally do not distinguish between our wholly-owned centers and supported practices in operating our business, subject to compliance with applicable law.

Our subsidiaries directly employ the clinicians who practice at our wholly-owned centers, whereas, with respect to our supported practices, our supported practices directly employ the clinicians.

Any payment to a clinician at a supported practice is made pursuant to the clinician’s employment agreement with the supported practice (not through the management services contract).

Payor Agreements

We and our affiliated practices have payor relationships across multiple independent regional and national contracts.

We and our supported practices have payor relationships across multiple independent regional and national contracts.

These relationships allow members to utilize their in-network benefits when such individual elects to receive service from one of our clinicians.

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While length of contract and economic terms are often negotiated, payors generally use form contracts that contain terms and conditions that are standard in the industry.

A small number of our agreements with payors also include terms and conditions to incentivize us and facilitate our ability to provide quality care to that plan’s members, with modest bonus payments tied to quality or utilization metrics.

The contracts governing the relationships with our payors include terms such as the period of performance, reimbursement rates and termination clauses.

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The related notice period in our contracts is negotiated on a case-by-case basis and is dependent on many factors, some of which are outside of our control.

Most of our contracts include cure periods for certain breaches, during which time we may attempt to resolve any issues that would trigger a payor’s ability to terminate the contract.

Certain of our contracts may be terminated immediately by the payor if we lose applicable licenses, go bankrupt, lose our liability insurance, become insolvent, file for bankruptcy or receive an exclusion, suspension or debarment from state or federal government authorities.

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The loss, termination or renegotiation of any contract could negatively impact our results.

In addition, as payors’

businesses respond to market dynamics and financial pressures, and as they make strategic business decisions in respect of the lines of business they pursue and programs in which they participate, we expect that certain of our payors will, from time to time, seek to restructure their agreements with us.

In addition, as payors’ businesses respond to market dynamics and financial pressures,

and as they make strategic business decisions in respect of the lines of business they pursue and programs in which they participate, we expect that certain of our payors will, from time to time, seek to restructure their agreements with us.

The contracts with our payors impose other obligations on us.

For example, we typically agree that all services provided under the payor contract and all employees providing such services will comply with the payor’s policies and procedures.

Further, upon termination, we are generally obligated to continue the provision of covered services to a member for a certain amount of time or a given event, for example, for a period of 60 days or until the member is discharged from services.

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Our competitors primarily include other mental health providers that deliver services virtually or in-person.

Our indirect competitors also include episodic consumer-driven point solutions, such as in-person and virtual life coaching, digital therapy and support tools and other technologies related to mental health care.

As the demand and market for mental health services continue to grow, we may also face competition from new market entrants, including major retailers that have recently begun to offer in-person and virtual mental health care in certain markets.

However, as our market grows, new stakeholders in the healthcare ecosystem could provide increased partnership opportunities for us.

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In each of our markets we compete with other mental health providers for patients and in contracting with commercial payors.

In addition, we face intense competition from other clinical practices, hospitals, health systems and other outpatient mental health providers in recruiting psychiatrists, APNs, psychologists, therapists, and other health care professionals.

The principal competitive factors in our industry include:

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We believe that we compete favorably with our competitors on the basis of these factors and we believe the offerings of competitors inadequately simultaneously address the needs of key stakeholders or fail to do so at scale.

See “Risk Factors—Risks Related to Our Business—We operate in a competitive industry, and if we are not able to compete effectively our business, results of operations and financial condition would be harmed.”

Government Regulation

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In some jurisdictions where we operate, neither our current nor our anticipated business model has been the subject of formal judicial or administrative interpretation.

A review of our business by courts or regulatory authorities could result in determinations that could adversely affect our operations or health care regulatory environment may change in a way that impacts our operations.

A review of our business by courts or regulatory authorities could result in determinations that could adversely affect our operations or healthcare regulatory environment may change in a way that impacts our operations.

Practice of Medicine

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The corporate practice of medicine prohibition exists in some form, by statute, regulation, board of medicine or attorney general guidance, or case law, in certain of the states in which we operate.

These laws generally prohibit the practice of medicine or practice of psychology by lay-persons or entities and are intended to prevent unlicensed persons or entities from interfering with or inappropriately influencing providers’

professional judgment.

In these states, we contract with affiliated practices, who in turn employ or retain licensed clinicians and other staff to deliver mental health care services to patients.

We enter into management contracts with our affiliated practices pursuant to which we provide a wide range of administrative services and receive payment from our affiliated practices.

In these states, we contract with supported practices, who in turn employ or retain licensed clinicians and other staff to deliver mental healthcare services to patients.

We enter into management contracts with our supported practices pursuant to which we provide a wide range of administrative services and receive payment from our supported practices.

These administrative services arrangements are subject to state laws, including those in certain of the states where we operate, which prohibit the practice of medicine and the corporate practice of psychology by, and/or the splitting of professional fees with, non-professional persons or entities such as general business corporations.

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Federal and state laws also limit the ability of clinicians to prescribe pharmaceuticals and controlled substances via telehealth.

We have established systems for ensuring that our affiliated clinicians are appropriately licensed under applicable state law and that their provision of telehealth to our members occurs in each instance in compliance with applicable rules governing telehealth.

We have established systems for ensuring that our supported clinicians are appropriately licensed under applicable state law and that their provision of telehealth to our members occurs in each instance in compliance with applicable rules governing telehealth.

Failure to comply with these laws and regulations could lead to adverse action against our clinicians, which could harm our business model and/or clinicians relationships and have a negative impact on our business.

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In particular, the federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA") establishes privacy and security standards that limit the use and disclosure of protected health information ("PHI") and requires the implementation of administrative, physical, and technical safeguards to ensure the confidentiality, integrity, and availability of PHI.

HIPAA’s requirements are also directly applicable to the contractors, agents, and other business associates of covered entities that create, receive, maintain, or transmit PHI in connection with their provision of services to covered entities.

Certain of our entities and affiliated practices are covered entities, while our management service entities are business associates.

Certain of our entities and supported practices are covered entities, while our management service entities are business associates.

Additionally, tracking technologies generally used to collect and analyze information about user behavior and enhance the user experience may qualify as HIPAA violations and result in sanction.

The Office for Civil Rights ("OCR") recently issued a proposed rule in April of 2023 to modify existing standards permitting uses and disclosures of PHI when PHI pertains to reproductive healthcare, which is defined broadly.

Violations of HIPAA may result in civil and criminal penalties.

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We are also subject to the HIPAA breach notification rule, which requires covered entities to notify affected individuals of breaches of unsecured PHI.

In addition, covered entities must notify the Office of Civil Rights ("OCR") and the local media if a

breach affects more than 500 individuals.

In addition, covered entities must notify the OCR and the local media if a breach affects more than 500 individuals.

Breaches affecting fewer than 500 individuals must be reported to OCR on an annual basis.

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In some states, such as California, state privacy laws are even more protective than HIPAA.

It may sometimes be necessary to modify our operations and procedures to comply with these more stringent state laws.

It may sometimes be necessary to modify

our operations and procedures to comply with these more stringent state laws.

State data privacy and security laws are subject to change, and we could be subject to financial penalties and sanctions if we fail to comply with these laws.

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The Federal Substance Abuse Confidentiality Regulations, known as 42 C.F.R.

Part 2 serve to protect patient records created by federally assisted programs for the treatment of substance use disorders.

The federal government could initiate criminal charges for violations of Part 2, which include $500 for the first offense;

and $5,000 for all subsequent offenses and seek fines up to $5,000 per violation for individuals and $10,000 per violation for organizations.

Under the CARES Act, Congress also gave the U.S.

Department of Health and Human Services ("HHS") the authority to issue civil monetary penalties for violations of Part 2, ranging from $100 to $50,000 per violation depending on the level of culpability.

Part 2 ("Part 2"), serve to protect patient records created by federally assisted programs for the treatment of substance use disorders.

The fine structure for Part 2 violations was recently updated in February 2024 to align the civil and criminal enforcement authorities that apply to HIPAA violations.

As such, the penalties for Part 2 violations have increased, rising from up to $5,000 for individuals and $10,000 for organizations on a per-violation basis to a $50,000 maximum penalty for failure to comply with the Part 2 requirements and a $250,000 maximum penalty for wrongful disclosure of individually identifiable health information.

In addition to federal and state laws protecting the privacy and security of personal information, we may be subject to other types of federal and state privacy laws, including laws that prohibit unfair privacy and security practices and deceptive statements about privacy and security, along with laws that impose specific requirements on certain types of activities, such as data security and texting.

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Notification must also be made in certain circumstances to affected individuals, federal authorities and others.

In addition to privacy and security laws, healthcare providers are also subject to additional requirements intended to promote interoperability and the exchange of patient health information.

Pursuant to rules promulgated under the 21st Century Cures Act, healthcare providers are prohibited from engaging in "information blocking" activities that interfere with legally permissible access exchange, or use of electronic health information.

Violations may result in penalties of up to $1,000,000 per violation, and enforcement of the information blocking penalties began on September 1, 2023.

Association and network rules

In addition to the applicable privacy and data security laws, we may be subject to card association rules and regulations.

For example, an independent standards-setting organization, the Payment Card Industry (“PCI”) Security Standards Council developed a set of comprehensive requirements concerning payment card account security through the transaction process, called the Payment Card Industry Data Security Standard ("PCI DSS").

All merchants and service providers that store, process and transmit payment card data are required to comply with PCI DSS as a condition to accepting credit cards.

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Federal Stark Law

if the referring physician or a member of the physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity, unless an exception applies.

We are subject to the federal physician Ethics in Patient Referrals Act, commonly known as the Stark Law, which prohibits physicians from referring Medicare or Medicaid patients to an entity for the provision of certain “designated health services” if the referring physician or a member of the physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity, unless an exception applies.

The Stark Law is a strict liability statute, which means intent to violate the law is not required.

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Penalties for violating the Stark Law may include:

denial of payment for services ordered in violation of the law, recoupments of monies paid for such services, civil penalties for each violation and three times the dollar value of each such service, and exclusion from participation in government health care programs.

Violations of the Stark Law could have a material adverse effect on our business, financial condition, and results of operations.

Federal Anti-Kickback Statute

We are also subject to the federal Anti-Kickback Statute, which, subject to certain exceptions known as “safe harbors,”

prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration, in cash or in kind, in return for, or to induce, the (1) the referral of a person covered by government health care programs, (2) the furnishing or arranging for the furnishing of items or services reimbursable under government health care programs, or (3) the purchasing, leasing, ordering, or arranging or recommending the purchasing, leasing, or ordering, of any item or service reimbursable under government health care programs.

We are also subject to the federal Anti-Kickback Statute, which, subject to certain exceptions known as “safe harbors,” prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration, in cash or in kind, in return for, or to induce, the (1) the referral of a person covered by government healthcare programs, (2) the furnishing or arranging for the furnishing of items or services reimbursable under government healthcare programs, or (3) the purchasing, leasing, ordering, or arranging or recommending the purchasing, leasing, or ordering, of any item or service reimbursable under government healthcare programs.

Federal courts have held that the Anti-Kickback Statute can be violated if just one purpose of a payment is to induce

Actual knowledge of this statute or specific intent to violate it is not required, which makes it easier for the government to prove that a defendant had the state of mind required for a violation.

In addition to a few statutory exceptions, the Office of Inspector General ("OIG") of the HHS has promulgated safe harbor regulations that outline categories of activities that are deemed protected from prosecution under the Anti-Kickback Statute, provided all applicable criteria are met.

In addition to a few statutory exceptions, the Office of Inspector General ("OIG") of the U.S.

Department of Health and Human Services ("HHS") has promulgated safe harbor regulations that outline categories of activities that are deemed protected from prosecution under the Anti-Kickback Statute, provided all applicable criteria are met.

The failure of a financial relationship to meet all of the applicable safe harbor criteria does not necessarily mean that the particular arrangement violates the Anti-Kickback Statute, but business arrangements that do not fully satisfy all elements of a safe harbor may result in increased scrutiny by OIG and other enforcement authorities.

Violations of the Anti-Kickback Statute can result in exclusion from government health care programs as well as civil and criminal penalties, including fines of $112,131 per violation (as of 2022, and subject to periodic adjustments for inflation) and three times the amount of the unlawful remuneration.

We expect the HHS OIG to issue new regulations adding and modifying safe harbors and to issue new fraud alerts covering the latest conduct that OIG finds problematic.

Violations of the Anti-Kickback Statute can result in exclusion from government healthcare programs as well as civil and criminal penalties, including fines of $120,816 per violation (as of 2023, and subject to periodic adjustments for inflation) and three times the amount of the unlawful remuneration.

Violations of the Anti-Kickback Statute could have a material adverse effect on our business, financial condition, and results of operations.

Although we believe that our arrangements with physicians and other referral sources comply with current law and available interpretative guidance, as a practical matter, it is not always possible to structure our arrangements so as to fall squarely within an available safe harbor.

Additionally, we expect the OIG to issue new regulations adding and modifying safe harbors and to issue new fraud alerts covering the latest conduct that OIG finds problematic.

False Claims Act

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Some states have adopted similar fraud and false claims laws.

Government agencies engage in significant civil and criminal enforcement efforts against health care companies under the False Claims Act and other civil and criminal statutes.

Government agencies engage in significant civil and criminal enforcement efforts against healthcare companies under the False Claims Act and other civil and criminal statutes.

False Claims Act investigations can be initiated not only by the government, but by private parties through qui tam (or whistleblower) lawsuits.

Penalties for False Claims Act violations include fines ranging from $13,508 to $27,018 per false claim or statement (as of 2023, and subject to annual adjustments for inflation), plus up to three times the amount of damages sustained by the federal government.

Violations of the False Claims Act violations can also result in exclusion from participation in government health care programs.

Violations of the False Claims Act violations can also result in exclusion from participation in government healthcare programs.

State Fraud, Waste and Abuse Laws

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The scope and content of these laws vary from state to state and are enforced by state courts and regulatory authorities.

Some states’

fraud and abuse laws, known as “all-payor laws,”

are not limited to government health care programs, but apply more broadly to items or services reimbursed by any payor, including commercial insurers.

Some states’ fraud and abuse laws, known as “all-payor laws,” are not limited to government healthcare programs, but apply more broadly to items or services reimbursed by any payor, including commercial insurers.

Liability under state fraud, waste, and abuse laws could result in fines, penalties, and restrictions on our ability to operate in those jurisdictions.

Other Health Care Laws

Other Healthcare Laws

HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act ("HITECH"), and their implementing regulations, includes several separate criminal penalties for making false or fraudulent claims to non-governmental payors.

The health care fraud statute prohibits knowingly and recklessly executing a scheme or artifice to defraud any health care benefit program, which includes private payors.

Violation of this statute is a felony and may result in fines, imprisonment, or exclusion from government health care programs.

The false statements statute prohibits knowingly and willfully falsifying, concealing, or covering up a material fact by any trick, scheme, or device, or making any materially false, fictitious, or fraudulent statement in connection with the delivery of or payment for health care benefits, items, or services.

The healthcare fraud statute prohibits knowingly and recklessly executing a scheme or artifice to defraud any healthcare benefit program, which includes private payors.

Violation of this statute is a felony and may result in fines, imprisonment, or exclusion from government healthcare programs.

Violation of this statute is a felony and may result in fines or imprisonment.

This statute could be used by the government to assert criminal liability if a health care provider knowingly fails to refund an overpayment.

In addition, the Civil Monetary Penalties Law imposes civil administrative sanctions for, among other violations, (1) inappropriate billing of services to government health care programs, (2) employing or contracting with individuals or entities who are excluded from participation in government health care programs, and (3) offering or providing Medicare or Medicaid beneficiaries with any remuneration, including full or partial waivers of co-payments and deductibles, that are likely to influence the beneficiary’s selection of a particular provider, practitioner, or supplier (subject to an exception for non-routine, unadvertised co-payment and deductible waivers based on individualized determinations of financial need or exhaustion of reasonable collection efforts).

State Health Care Competition and Planning Laws

Several states in which we operate have adopted competition and health care planning laws that affect transactions in the health care industry.

Some states require notification, filings, and/or approvals by state agencies with respect to proposed transactions involving health care providers.

This statute could be used by the government to assert criminal liability if a healthcare provider knowingly fails to refund an overpayment.

In addition, the Civil Monetary Penalties Law imposes civil administrative sanctions for, among other violations, (1) inappropriate billing of services to government healthcare programs, (2) employing or contracting with individuals or entities who are excluded from participation in government healthcare programs, and (3) offering or providing Medicare or Medicaid beneficiaries with any remuneration, including full or partial waivers of co-payments and deductibles, that are likely to influence the beneficiary’s selection of a particular provider, practitioner, or supplier (subject to an exception for non-routine, unadvertised co-payment and deductible waivers based on individualized determinations of financial need or exhaustion of reasonable collection efforts).

Protections against surprise billing have also been promulgated in connection with the Consolidated Appropriations Act of 2021, which introduced the “No Surprises Act.” Becoming effective on January 1, 2022, this rule created new protections against surprise billing and excessive cost sharing for health care consumers and creates a dispute resolution process to rectify cost disparities.

State Healthcare Competition and Planning Laws

Several states in which we operate have adopted competition and healthcare planning laws that affect transactions in the healthcare industry, which are becoming more in-depth and time-consuming.

Some states require notification, filings, and/or

approvals by state agencies with respect to proposed transactions involving healthcare providers.

Such processes can take significant time, require filing fees, result in conditions that require certain operational changes, and include regular annual reviews regarding the cost and quality of services, among other topics.

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Employees and Human Capital Resources

LifeStance Health was certified by the Great Place to Work Institute for the second consecutive year in December 2022.

When asked what makes LifeStance Health a Great Place to Work, our employees reported that they most valued Flexibility, Team Culture, feeling Supported and having special Benefits.

In addition, more than 80% of employees said, “I feel I make a difference here" and “I can be myself around here.”

As of December 31, 2022, we employed approximately 7,830 employees through our subsidiaries and affiliated practices, of which 3,967 were directly employed through our subsidiaries and 3,863 were directly employed by our affiliated practices.

The clinicians of our affiliated practices have entered into employment agreements directly with our affiliated practices.

All employees of our subsidiaries and affiliated practices are located in the United States.

We engage temporary employees, independent contractors and consultants as needed to support our operations.

None of our employees are represented by a labor union or subject to a collective bargaining agreement.

At LifeStance Health, we are building a culture that represents our values:

At LifeStance, we are committed to building a culture that prioritizes our employees' wellbeing and represents our values:

• Delivering Compassion - we care for people unconditionally and act with empathy always

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• Celebrating Difference - we respect the diversity of every individual's lived experiences

Guided by the Great Place to Work dimensions of well-being, we have developed a holistic approach to caring for our employees, community and environment through a programmatic focus on wellness:

Physical and Mental Wellness :

Over the last year, we redesigned our medical benefits plan to improve affordability and access including lower out-of-pocket expense for dependent coverage, family planning and care navigation for employees and their families.

We also implemented a flexible time-off plan and made up to 20 mental healthcare visits free of charge for medical plan participants.

In addition, we offer a peer-to-peer support line for colleagues in need of support.

In a Future of Work Study conducted at mid-year which included a survey and focus groups with current employees as well as feedback from former employees, LifeStance employees were most satisfied with work-life balance, demonstrating the support they feel for flexibility and autonomy at work, each of which is a critical attribute to preventing burnout.

Financial Wellness :

As mental healthcare providers, we understand that financial stress can contribute to anxiety and depression, two of the leading diagnoses we see in our practices.

To support financial wellness, we implemented an industry leading Long-Term Incentive Plan for LifeStance clinicians to earn stock awards as an incentive for increasing access to mental healthcare through their services.

We believe providing a path to ownership in LifeStance Health is a differentiated benefit for our clinicians and other eligible employees.

In further support of our programmatic approach, we developed a financial education series to help our employees understand how to optimize total compensation, learn about stock-based compensation and promote long-term financial wellness.

Community Wellness :

Building upon our approach to corporate philanthropy after the endowment of the LifeStance Health Foundation in 2021, we increased engagement in pro-social giving through two primary programs over the last year.

First, we continued to promote Giving Thanks—a peer-to-peer recognition program to recognize colleagues for how they make lives better.

For our end-of-year Giving Thanks campaign, participants could nominate a non-profit to receive a grant from LifeStance Health Foundation.

The LifeStance Health Foundation granted awards to 120 non-profit organizations, in support of the causes most important to our employees, through this program.

Second, we partnered with the American Foundation for Suicide Prevention ("ASFP") for a matching campaign in support of AFSP's Walk Out of Darkness community walks.

LifeStance employees formed walk teams across the country and helped AFSP surpass their fundraising goal including our local fundraising efforts and a $50,000 matching donation.

Raising awareness for suicide prevention and supporting families coping with suicide loss is such a meaningful mission for our mental healthcare providers and all of our teams working together to make lives better.

The combination of pro-social giving, participating in local fundraising activities and seeing the impact of our teams nationwide is how we are not only building community within LifeStance, but also living our value of Delivering Compassion in the communities we serve.

Environment, Social and Governance ("ESG") :

We are making important progress to be a leader in our industry.

Last year, our Board of Directors delegated our Nominating and Governance Committee responsibility for oversight of our ESG strategy.

One way that we are developing our ESG policy is to focus on the environmental impact of our 619 centers.

Our new locations utilize materials

known for their sustainability practices including Declare certified (and Living Building Challenge compliant) ceiling tiles and grid;

As of December 31, 2023, we employed approximately 9,325 employees through our subsidiaries and supported practices, of which 3,567 were directly employed through our subsidiaries and 5,758 were directly employed by our supported practices.

The clinicians of our supported practices have entered into employment agreements directly with our supported practices.

All employees of our subsidiaries and supported practices are located in the United States.

We engage temporary employees, independent contractors and consultants as needed to support our operations.

None of our employees are represented by a labor union or subject to a collective bargaining agreement.

Building a Purpose-Driven Culture

As part of our goal to create an industry-leading organization that maintains a culture aligned with our mission, vision and values, we implemented a new employee engagement survey in 2023.

These pulse surveys were designed to ensure that we are continually measuring and improving engagement and employee satisfaction via data-driven insights.

According to our most recent engagement survey, employees consistently report that LifeStance provides a purpose-driven environment where they feel a strong connection to their work and believe what they do at LifeStance is meaningful.

They have a strong sense of camaraderie and a positive working relationship with members of their teams.

Further, our employees feel they are treated with respect and dignity across all levels of the organization.

Employee Health and Wellness

We are dedicated to creating a workplace where employees feel valued and supported.

We offer competitive benefits, including flexible health plan options, a health savings account plan, flexible spending accounts, life and accidental death and dismemberment insurance, short and long-term disability insurance, paid supplemental maternity, paternal and transition leave, and more.

Additionally, all employees have access to eight free mental healthcare visits through our employee assistance plan, whether or not they elect benefits through LifeStance.

To support financial wellness, we offer a 401(k) plan under which we match up to 100% of contributions on the first 3% of an employee's eligible earnings, and up to 50% on the next 2% of eligible earnings.

We also continue to offer an industry-leading long-term incentive plan for eligible LifeStance clinicians and employees to earn stock awards as an incentive for increasing access to mental healthcare.

We believe providing a path to ownership in LifeStance is a differentiated benefit for our clinicians and other eligible employees.

Diversity, Equity, Inclusion and Belonging

Our National Diversity, Equity, Inclusion and Belonging ("DEIB") Committee is guided by the vision of fostering a workplace in which individuals of all backgrounds are welcomed by a culture of inclusion and respect.

Our National DEIB Committee is focused on education, cultural humility, celebrating difference and taking effective action to ensure every staff member and patient under our care understands that LifeStance is a safe place for them to be their authentic selves.

Members of the committee partner closely with leadership to make recommendations and provide policy guidance to ensure that the pillars of DEIB are represented across the organization.

Training, Education and Development

We are committed to providing ongoing professional development opportunities for all LifeStance employees.

In addition to offering live clinical workshops and trainings that are open to all colleagues across the organization, employees can access a wide variety of training, education and development opportunities on The Trailhead, LifeStance's learning management system.

Sustainability

We continue to focus on the environmental impact of our 575 centers.

Our new locations utilize materials known for their sustainability practices including Declare certified (and Living Building Challenge compliant) ceiling tiles and grid;

SUSTAIN high performance sustainable ceiling systems;

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and all high-efficiency LED lighting to minimize power consumption.

Diversity, Equity, Inclusion and Belonging :

At LifeStance, culture starts with leadership—one-third of our executive leadership team and Board of Directors are diverse by gender or race/ethnicity.

Our National Diversity, Equity and Inclusion ("DEI") Committee is guided by the vision of fostering a workplace in which individuals of all backgrounds are welcomed by a culture of inclusion and respect.

Our National DEI Committee is focused on education, cultural humility, celebrating difference and taking effective action to ensure every staff member and patient under our care understands that LifeStance is a safe place for them to be their authentic selves.

In collaboration with our National DEI Committee, our in-house Training, Education and Professional Development team developed new content and training modules informed by our value of Celebrating Difference including a proprietary Unconscious Bias training for all employees.

Our community-based approach to learning enables employees to build relationships across locations and workplaces, ensuring equity for employees whether working in-person or remotely.

LifeStance employees are deeply compassionate, dedicated advocates for mental health and overall well-being.

Together we are making significant progress on our vision for a truly healthy society where mental and physical healthcare are united to make lives better.

Our revenue varies seasonally depending on a number of factors, including the number of business days in a period.

We generate lower revenue and experience lower clinician utilization in periods that have fewer business days than other periods.

We generate lower revenue and experience lower clinician productivity in periods that have fewer business days than other periods.

We measure productivity by the number of visits that are performed by a clinician, which is driven by the amount of time clinicians make available to see patients and our ability to fill clinician's schedules by attracting new patients, scheduling patients, and converting scheduled appointments to completed visits also impacts our ability to generate revenue.

Further, clinician productivity also impacts clinician compensation, as clinician compensation is primarily driven by the number of visits provided by each clinician.

Recruiting new clinicians and retaining existing clinicians enables us to see more patients by expanding our patient visit capacity.

This trend makes it difficult to forecast our future results with precision and to assess accurately whether increases or decreases in any one or more quarters are likely to cause annual results to exceed or fall short of previously issued guidance.

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The information contained on, or that can be accessed through, our website is not incorporated by reference into this filing and you should not consider any information contained on, or that can be accessed through, our website as part of this filing.

We are a holding company and all of our business operations are conducted through our subsidiaries and affiliated practices.

We are a holding company and all of our business operations are conducted through our subsidiaries and supported practices.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, are available free of charge on or through our web site, www.lifestance.com, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission, or the SEC.

The SEC’s website, www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business