What changed in this filing

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Item 1. Business

2026-02-25 compared with 2025-02-27 · 51 added, 52 removed, 419 unchanged (20% of the section changed)

15 unchanged sentences

Mental illness is a large and growing crisis that creates a significant burden on the healthcare ecosystem.

One in five U.S.

adults and youths will experience mental illness each year.

Nearly one in four U.S.

adults will experience mental illness each year.

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.

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Despite the large burden of mental illness in the U.S., 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.

In a 2022 study of patients with serious mental illness not receiving care in the prior 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 need to pay cash out-of-pocket for treatment reduces 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.

In a 2022 study of patients with serious mental illness not receiving care in the prior 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:

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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 nearly 60 million adults in the United States with a mental health issue that our clinicians could address.

We estimate that there are over 60 million adults in the United States with a mental health issue that our clinicians could address.

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

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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 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.

Primary care is an important setting for the identification and 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.

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

Our clinicians treated more than 940,000 unique patients through approximately 7.9 million visits in 2024.

Our clinicians treated more than 1.0 million unique patients through approximately 9.0 million visits in 2025.

We aim to deliver value to our patients in multiple ways:

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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 2024, 86% of our patients have had two or more visits with our clinicians.

We believe our superior patient experience drives increased patient engagement—in 2025, 87% of our patients had two or more visits with our clinicians.

• Front door to comprehensive mental healthcare:

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

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.

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

Expand and Optimize Our Presence in Existing Markets

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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.

In connection with our expansion through new 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.

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 on a go-forward basis as part of our recurring operations.

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We are able to enter new markets and grow our clinician base in those markets via acquisitions of clinician groups and through clinician hiring.

Acquired centers and de novo centers provide a physical location for our clinicians, allowing care to be delivered in-person or virtually based on optimal patient care.

Acquired centers and new centers provide a physical location for our clinicians, allowing care to be delivered in-person or virtually based on optimal patient care.

Our multiple national payor contracts ensure we have immediate in-network coverage in our new markets, transforming patient access and unlocking potential latent demand.

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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

Our Integrated Platform Is Unique in Mental Healthcare

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

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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 8,040 dedicated clinicians in 33 states, as of December 31, 2025.

In 2024, our clinicians treated more than 940,000 unique patients through approximately 7.9 million visits.

In 2025, our clinicians treated more than 1.0 million unique patients through approximately 9.0 million visits.

We serve all patient demographics through a comprehensive suite of mental health services to treat the most common mental health conditions.

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Our hybrid virtual and in-person delivery model is also crucial in treating certain mental health conditions, such as active substance abuse, eating disorders and autism, where we believe in-person treatment is essential to generate successful outcomes compared to virtual-only delivery models.

When they choose to do so, our patients can receive in-person care at one of our 569 centers, both acquired and de novo.

Currently, our typical de novo center comprises 4,000 to 5,000 square feet and 12 to 15 clinician exam rooms.

We aim systematically to locate our de novo centers within a given market to ensure convenient coverage for in-person access to care.

When they choose to do so, our patients can receive in-person care at one of our 572 centers, both acquired and new centers.

Currently, our typical new center comprises 4,000 to 5,000 square feet and 12 to 15 clinician exam rooms.

We aim systematically to locate our new centers within a given market to ensure convenient coverage for in-person access to care.

To provide our patients and clinicians with flexibility, our centers are generally open five days a week from 7:00 a.m.

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We aim to provide a superior in-person patient experience.

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 new 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 healthcare, while providing a collaborative and inclusive backdrop for patients and clinicians alike.

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

Typically, these contracts provide for a pre-determined fee based on a negotiated fee for service schedule or a customary charge that is typically a certain percentage of the fees specified in the CMS Medicare Physician Fee Schedule that is charged to the patient and the payor when a patient covered by the payor obtains services from one of our clinicians.

Typically, these contracts provide for a pre-determined fee based on a negotiated fee for service schedule or a customary charge that is typically a certain percentage of the fees specified in the Centers for Medicare & Medicaid Services ("CMS") Medicare Physician Fee Schedule that is charged to the patient and the payor when a patient covered by the payor obtains services from one of our clinicians.

Many of our contracts are terminable for convenience by either the payor or us after a notice period has passed.

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Additionally, if a payor were to lose applicable licenses, go bankrupt, lose liability insurance, become insolvent, file for bankruptcy or become excluded, suspended or debarred by state or federal government authorities, our contract with such payor could in effect be terminated.

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.

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.

The contracts with our payors impose other obligations on us.

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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.”

See “Risk Factors—Risks Related to Our Business and Our Industry—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 healthcare 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 the healthcare regulatory environment may change in a way that impacts our operations.

Practice of Medicine

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State and Federal Health Information Privacy and Security Laws

We must comply with various federal and state laws related to the privacy and security of personal identifiable information ("PII"), including health information.

We must comply with various federal and state laws related to the privacy and security of personally identifiable information ("PII"), including health information.

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.

2 unchanged sentences

Additionally, under guidance from the Department of Health and Human Services Office for Civil Rights (“OCR”), deploying online tracking technologies generally used to collect and analyze information about user behavior and enhance the user experience may, under certain circumstances, constitute an impermissible disclosure of PHI under HIPAA and result in liability.

The OCR also finalized a rule in April of 2024 modifying 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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In some states, such as California and Washington, 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.

State data privacy and security laws are subject to change and exist in more than 20 states, and we could be subject to financial penalties and sanctions if we fail to comply with these 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 exist in more than 20 states, and we could be subject to financial penalties and sanctions if we fail to comply with these laws.

Part 2 and Other Privacy Laws

1 unchanged sentence

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.

The fine structure for Part 2 violations was 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 now mirror civil and criminal penalties for HIPAA.

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 and consumer protection 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.

5 unchanged sentences

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.

Violations may result in penalties of up to $1,000,000 per violation.

Association and network rules

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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 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

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

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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.

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 healthcare programs as well as civil and criminal penalties, including fines of $124,732 per violation (as of 2024, and subject to periodic adjustments for inflation) and three times the amount of the unlawful remuneration.

Violations of the Anti-Kickback Statute can result in exclusion from government healthcare programs as well as civil and criminal penalties, including civil fines up to $127,973 per violation (as of 2025, and subject to periodic adjustments for inflation) and three times the amount of the unlawful remuneration.

Criminal penalties can include fines up to $100,000, prison sentences up to 10 years, and possible exclusion from federal healthcare programs.

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, having published a notification of intent to develop regulations and request for public comment on November 27, 2024.

False Claims Act

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State Healthcare Competition and Planning Laws

Several states in which we operate—including California, Illinois, Indiana, Massachusetts, Minnesota, Nevada, New York, Oregon and Washington—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.

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.

These laws and the level of enforcement by the respective state agencies are subject to continuous change and interpretation, and compliance with these laws could adversely affect our business.

14 unchanged sentences

Building a Purpose-Driven Culture

As part of our goal to become the mental health employer of choice, we regularly solicit feedback from our employees via a twice a year employee engagement survey.

As part of our goal to become the mental health employer of choice, we regularly solicit feedback from our employees via a semi-annual employee engagement survey.

These engagement surveys were designed to ensure that we are fostering a culture where employees are empowered to do their best work.

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 also feel strongly supported by their people managers and empowered to succeed in their roles.

According to our most recent engagement survey, employees consistently report that LifeStance provides a collaborative, purpose-driven environment where they feel deeply connected to our mission and believe what they do at LifeStance is meaningful and fulfilling.

They also feel strongly supported by their leaders and empowered to succeed in their roles.

We are guided by the vision of fostering a workplace in which individuals of all backgrounds are welcomed by a culture of inclusion and respect.

We are focused on education, cultural humility, celebrating differences and taking effective action to ensure every teammate and patient under our care understands that LifeStance is a safe place for them to be their authentic selves.

Examples include sponsoring team-building activities, participating in community events and providing resources to support our teammates in serving diverse populations.

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.

This year, we also introduced a new 24/7, personalized healthcare concierge, Included Health, to simplify and streamline our employees' ability to access virtual care, find providers, schedule appointments and quickly address questions about their healthcare needs.

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 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 eligible employees.

Diversity, Equity, Inclusion and Belonging

Our National Diversity, Equity, Inclusion and Belonging ("DEIB") Committees are 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 Committees are 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 national committee partner closely with leadership to make recommendations and provide policy guidance to ensure that the pillars of DEIB are represented across the organization.

Local committees ensure that we bring our core values of belonging to life at the practice-level and foster inclusion across the organization.

We also expanded our total rewards program this year to offer a cash bonus plan designed to reward clinicians for their contributions that help LifeStance achieve its mission of increasing access to mental healthcare.

Clinicians must also adhere to quality metrics in order to participate in the bonus plan, underscoring our commitment to both expanding access and delivering clinical excellence.

Learning and Development

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

In addition to offering live continuing education opportunities, employees can access a wide variety of training, education and development opportunities, including unconscious bias training and leadership development courses, on our HRIS platform.

In addition to offering live and self-paced continuing education opportunities, employees can access a wide variety of training, education and development opportunities, including unconscious bias training and leadership development courses, on our HRIS platform.

Sustainability

1 unchanged sentence

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;

performance sustainable ceiling systems;

Resilient Floor Covering Institute industry average Environmental Product Declaration flooring;

5 unchanged sentences

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 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.

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

Clinician productivity impacts our ability to generate revenue and also impacts clinician compensation, as clinician compensation is primarily driven by the number of visits provided by each clinician.

14 unchanged sentences

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