What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-02-25 compared with 2025-02-27 · 88 added, 72 removed, 673 unchanged (19% of the section changed)

5 unchanged sentences

Risks Related to Our Business and Our Industry

If reimbursement rates paid by third-party payors are reduced or if third-party payors otherwise restrain our ability to obtain or deliver care to patients, our business could be harmed.

If reimbursement rates paid by third-party payors are reduced or if third-party payors otherwise restrain our ability to obtain or deliver care to patients, our business could be materially harmed.

Private third-party payors pay for the services that we provide to many of our patients.

8 unchanged sentences

We are selective with our payor strategy and have dedicated resources for payor engagement.

As we expand our relationships with large payors relative to more numerous smaller payors, these large payors may determine the reimbursement rates and coverage

for more of our patients.

As we expand our relationships with large payors relative to more numerous smaller payors, these large payors may determine the reimbursement rates and coverage for more of our patients.

In addition, we may be unable to enter new payor contracts on favorable terms, or at all.

In some cases, our revenue decreases if our volume or reimbursement decreases, but our expenses, including clinician compensation, may not decrease proportionately.

Further, as we negotiate and renew payor contracts, we may not be able to secure favorable rates, and may never be able to achieve rate parity with physical healthcare reimbursement.

Further, as we negotiate and renew payor contracts, we may not be able to secure favorable rates, and may never be

able to achieve rate parity with physical healthcare reimbursement.

Reimbursement rates determined by our contracts with larger payors have and may continue to have significant impacts on our total revenue per visit and cash flows.

6 unchanged sentences

However, those adjustments may not reflect actual increases of the cost of providing healthcare services.

In addition, the uncertainty and fiscal pressures placed upon federal and state governments as a result of, among other things, deterioration in general economic conditions and the funding requirements from federal healthcare reform legislation, may affect the availability of taxpayer funds for Medicare and Medicaid programs.

In addition, the uncertainty and fiscal pressures placed upon federal and state governments as a result of, among other things, deterioration in general economic conditions and the funding requirements from federal healthcare reform legislation, such as the One Big Beautiful Bill Act (the “OBBBA”), may affect the availability of taxpayer funds for Medicare and Medicaid programs.

Changes in government healthcare programs may reduce or delay the reimbursement we receive from them or private payors and could adversely impact our business and results of operations.

15 unchanged sentences

We continually execute a number of growth initiatives, strategies and operating plans designed to enhance our business.

For example, our strategy includes recruiting new clinicians, growing our business by opening select de novo centers, building our relationships with payors and developing strategic relationships with other primary care and specialist physicians to offer an integrated care model and acquiring strategic high-quality existing centers.

For example, our strategy includes recruiting new clinicians, growing our business by opening select new centers, building our relationships with payors and developing strategic relationships with other primary care and specialist physicians to offer an integrated care model and acquiring strategic high-quality existing centers.

The anticipated benefits from these efforts are based on several assumptions that may prove to be inaccurate.

6 unchanged sentences

These risks include, among others, labor market dynamics, federal and state antitrust enforcement, delays in the anticipated timing of activities related to such growth initiatives, strategies and operating plans, increased difficulty and cost in implementing these efforts, including difficulties in complying with evolving regulatory requirements, and the incurrence of other unexpected costs associated with operating the business.

Moreover, our continued implementation of these

programs may disrupt our operations and performance.

If, for any reason, the benefits we realize are less than our estimates or the implementation of these growth initiatives, strategies and operating plans negatively impacts our operations or costs more or takes longer to effectuate than we expect, or if our assumptions prove inaccurate, our business, results of operations and financial condition may be harmed.

Moreover, our continued implementation of these programs may disrupt our operations and performance.

longer to effectuate than we expect, or if our assumptions prove inaccurate, our business, results of operations and financial condition may be harmed.

If we fail to manage our growth effectively, our expenses could increase more than expected, our revenue may not increase proportionally or at all, and we may be unable to execute on our business strategy.

1 unchanged sentence

We have also significantly increased the number of patient visits conducted over this period.

To manage our current and anticipated future growth effectively, we must continue to maintain and enhance our financial and accounting systems and our IT infrastructure.

For example, as we implement our growth strategy, we have made strategic investments in enterprise-level scalable infrastructure, including IT and technology support to continue to facilitate virtual services to patients.

To manage our current and anticipated future growth effectively, we must continue to maintain and enhance our financial and accounting systems, and our administrative and IT infrastructure.

For example, as we implement our growth strategy, we have made strategic investments in enterprise-level scalable infrastructure, including IT, administrative, including billing and patient engagement, and technology support to continue to facilitate virtual services to patients.

If our enterprise-level infrastructure is not aligned with the needs of our clinicians and staff, then we will not be able to realize the full capacity of our services and will not recognize a return on our investment in such infrastructure updates.

16 unchanged sentences

Our inability to successfully address these challenges and other factors may adversely affect the quality and profitability of our business operations as we pursue our growth and human capital strategy.

Our growth depends on our ability to recruit, acquire and retain clinicians.

Our market growth depends on our ability to recruit, acquire and retain clinicians.

Our model requires us to continue to hire clinicians and establish a patient base in order to produce a return on investment.

When we enter new markets or expand our presence within existing markets, we may encounter difficulties in attracting new clinicians due to competition and area demographics and may encounter difficulties in attracting new patients due to a lack of patient familiarity with our brand, our lack of familiarity with local patient preferences, and preexisting relationships between patients and clinicians who are not affiliated with our Company.

We cannot be certain that we will produce the anticipated revenues or return on investment or that our performance will not be materially adversely affected by new or expanded competition in our market areas.

We may face increased challenges in this area as the clinician population reaches retirement age, particularly if there is a shortage of clinicians willing and able to provide comparable services.

If we are not able to recruit, acquire, and retain clinicians, we cannot be certain that we will produce the anticipated revenues or return on investment or that our performance will not be materially adversely affected by new or expanded competition in our market areas.

We may acquire existing high-quality centers as part of our long-term business strategy and may acquire other companies or technologies, which could divert our management’s attention, result in dilution to our stockholders and otherwise disrupt our

34 unchanged sentences

Competition from specialized providers, medical practices, retailers, digital health companies and other parties could negatively impact our revenue and market share.

We also expect our competitors to continue to improve their technology infrastructure, including with the use of artificial intelligence ("AI") and machine learning solutions, to interact with patients, clinicians and payors, sell their services, utilize their data and support and grow their patient base.

Our ability to innovate our own technology infrastructure and appropriately address patient experience will affect our ability to compete.

In addition, new developments in cloud computing, AI, and machine learning have made it easier to enter our markets due to lower up-front technology costs.

If patients elect to rely on AI for a portion of their mental health care, the number of patients seeking care from licensed clinicians may decline, negatively impacting our business.

We may encounter competitors that have greater name recognition, longer operating histories or more resources than us.

1 unchanged sentence

As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or patient or clinician requirements and may have the ability to initiate or withstand substantial price competition.

Any further consolidation in the mental healthcare market may exert downward pressure on prices of our services and may have an adverse impact on our business and financial performance.

In light of these factors, even if our model is more effective than those of our competitors, current or potential patients or clinicians may choose to turn to our competitors.

6 unchanged sentences

Further, we may not be able to sufficiently penetrate certain market segments included in our estimates and forecasts, including due to limited deployable capital, ineffective marketing efforts or the inability to develop sufficient presence in a given market to attract patients or contract with payors or primary care and other specialist physician partners in that market.

In addition, increased unemployment may lead to a loss of insurance benefits for patients, negatively impacting their ability to access our services and, in turn, our financial performance.

In addition, increased unemployment may lead to a loss of insurance benefits for patients, negatively impacting their ability to access our services and, in turn, our financial performance, and federal legislation may alter access to federal healthcare programs as well as the cost of plans, potentially increasing the number of uninsured and affecting the ability of patients to access and afford our services.

For these reasons, estimates and forecasts relating to the size and expected growth of our target markets may prove to be inaccurate.

14 unchanged sentences

We may be adversely affected by patients’ unwillingness to pay for treatment by our clinicians.

Higher numbers of unemployed individuals generally translate into more individuals without healthcare insurance to help pay for services, thereby increasing the potential for persons to elect not to seek treatment if they cannot afford to self-pay.

Higher numbers of unemployed individuals generally translate into more individuals without healthcare insurance to help pay for services, thereby increasing the

potential for persons to elect not to seek treatment if they cannot afford to self-pay.

Growth of patient receivables or deterioration in the ability to collect on these accounts, due to changes in economic conditions or otherwise, could have an adverse effect on our business, results of operations and financial condition.

In addition, patients with high deductible insurance plans may be less likely to seek treatment as a result of higher expected out-of-pocket costs.

In addition, patients with high deductible insurance plans and patients whose insurance costs may increase due to the loss of Affordable Care Act subsidies may be less likely to seek treatment as a result of higher expected out-of-pocket costs.

We may receive reimbursement for virtual services that is less than for comparable in-person services, which would negatively impact revenue and results of operations.

From time to time, we may operate in states that have not adopted laws related to parity between reimbursement rates for virtual services and in-person care, as presently less than half of states require reimbursement of payment parity for telehealth.

If we are not

able to enter into regional payor contracts that provide for reimbursement parity between in-person and virtual services, private payors may not reimburse for virtual services at the same rates as in-person care for all patients within that market.

We operate in states that have not adopted laws related to parity between reimbursement rates for virtual services and in-person care, as presently less than half of states require reimbursement of payment parity for telehealth.

If we are not able to enter into regional payor contracts that provide for reimbursement parity between in-person and virtual services, private payors may not reimburse for virtual services at the same rates as in-person care for all patients within that market.

Currently, our reimbursement rates for virtual services and in-person care are substantially similar.

1 unchanged sentence

If we are not able to enter into or renew payor contracts on these terms or if payor policies change, we may receive reimbursement for virtual services that is less than comparable to in-person services in such states, which would negatively impact our revenue with respect to such markets, and as a result, our business, financial condition and results of operations.

To the extent that payors adopt differentiated codes for telehealth services reflecting lower relative value units, our patient service revenue from virtual services would be negatively impacted.

Failure to timely or accurately bill for our services could have a negative impact on our patient service revenue, credit losses and cash flow.

7 unchanged sentences

Additional factors that could complicate our billing include variation in coverage for similar services among various payors and the difficulty of adherence to specific compliance requirements, coding and various other procedures mandated by responsible parties.

The complexity associated with billing could adversely impact our business in various ways.

To the extent the complexity associated with billing for our services causes delays in our cash collections, we assume the financial risk of increased carrying costs associated with the aging of our accounts receivable as well as the increased potential for credit losses.

In addition, any increase in days sales outstanding could also negatively affect our cash flows.

To the extent that payors adopt differentiated codes for telehealth services reflecting lower relative value units, our patient service revenue from virtual services would be negatively impacted.

We face inspections, reviews, audits and investigations under our commercial payor contracts and pursuant to federal and state programs.

14 unchanged sentences

If adverse inspections, reviews, audits or investigations occur and any of the results noted above occur, it could have a material adverse effect on our business, financial condition and results of operations.

Furthermore, the legal, document production and other costs associated with complying with these inspections, reviews, audits or investigations could be significant.

Furthermore, the legal, document production and other costs associated with complying with these inspections, reviews, audits or

investigations could be significant.

In addition, any of these events, whether or not ultimately substantiated, may result in reputational harm that could have a material adverse effect on our business, financial condition and results of operations.

30 unchanged sentences

However, such licenses may not be available on acceptable terms or at all.

The licensing or acquisition of third-party intellectual property rights is a competitive area, and several more established companies may pursue strategies to license or acquire third-party intellectual property rights that we may consider attractive or necessary.

The licensing or acquisition of third-party intellectual property rights is a competitive area, and several more established companies may

pursue strategies to license or acquire third-party intellectual property rights that we may consider attractive or necessary.

These established companies may have a competitive advantage over us due to their size, capital resources and greater development or commercialization capabilities.

5 unchanged sentences

Our leases are typically on terms ranging from one to seven years.

abandonment of the space, use of the space of a purpose not permitted under the lease, failure to maintain the premises in good condition, or creation and maintenance of a nuisance.

Each of our leases provides that the lessor may terminate the lease, subject to applicable cure provisions, for a number of reasons, including failure to pay rent as specified or default of terms of the lease that are not cured within a specified notice period including, but not limited to, abandonment of the space, use of the space of a purpose not permitted under the lease, failure to maintain the premises in good condition, or creation and maintenance of a nuisance.

If a lease agreement is terminated, we may not be able to enter into a new lease agreement on similar or better terms or at all.

23 unchanged sentences

LifeStance Health Group, Inc.

was filed against the Company by a putative class representing users of the Company's website who allege various privacy-related claims premised on the Company's use of pixel technologies on its website.

was filed against the Company by a putative class representing users of the Company's website who allege various privacy-related claims premised to the Company's use of pixel technologies on its website.

A proposed settlement is awaiting preliminary approval that will be subject to final court approval.

Litigation may result in substantial costs, settlement and judgments and may divert management’s attention and resources, which may substantially harm our business, financial condition and results of operations.

4 unchanged sentences

Although we deliver care in both in-person and digital settings, such disruptions in our operations could negatively impact our business and results of operations and harm our reputation.

Although we maintain an insurance

policy covering damage to property we lease, such insurance may not be sufficient to compensate for losses that may occur.

Although we maintain an insurance policy covering damage to property we lease, such insurance may not be sufficient to compensate for losses that may occur.

Any such losses or damages could harm our business, financial condition and results of operations.

8 unchanged sentences

In addition, any claims may adversely affect our business or reputation.

If we fail to cost-effectively develop widespread brand awareness and maintain our reputation, or if we fail to achieve and maintain market acceptance for our mental health services, our business could suffer.

We believe that developing and maintaining widespread awareness of our brand and maintaining our reputation for delivering high-quality care to patients is important to attract new patients and clinicians and maintain existing patients and clinicians.

9 unchanged sentences

If we fail to successfully promote and maintain our brand, we may fail to attract or retain patients, clinicians, payors and physician partners necessary to realize a sufficient return on our brand-building efforts or to achieve the widespread brand awareness we seek.

In addition, unfavorable publicity regarding, among other things, us, our business, our services, the healthcare industry, litigation or regulatory activity, our data privacy, or data security practices, or those of other participants in our industry, could materially adversely affect our reputation.

Any negative media coverage or public perceptions about our brand, regardless of the accuracy of such reporting or perceptions, may have an adverse impact on our business and reputation, as well as have an adverse effect on our ability to attract and retain clients or clinicians, and result in decreased revenue, which could substantially harm our business, financial condition and results of operations.

Our patients, clinicians and other individuals may also engage with us online through social media pages or provide feedback and public commentary about all aspects of our business and industry.

Information concerning us or our services, whether accurate or not, may be posted on social media pages at any time and may have a disproportionately adverse impact on our brand, reputation or business.

The harm may be immediate without affording us an opportunity to respond and could materially adversely affect our business, financial condition and results of operations.

If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest and our competitive position may be harmed.

7 unchanged sentences

Our quarterly results of operations have varied and may vary significantly in the future, and period-to-period comparisons of our results of operations may not be meaningful.

Accordingly, our quarterly results should not be relied upon as an indication of future

Accordingly, our quarterly results should not be relied upon as an indication of future performance.

Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control, including, without limitation, the following:

26 unchanged sentences

Sanctions for violating the Stark Law include denial of payment, civil monetary penalties of up to $30,868 per claim submitted and exclusion from the federal healthcare programs.

Failure to refund amounts received as a result of a prohibited referral on

a timely basis may constitute a false or fraudulent claim and may result in civil penalties and additional penalties under the False Claims Act.

Failure to refund amounts received as a result of a prohibited referral on a timely basis may constitute a false or fraudulent claim and may result in civil penalties and additional penalties under the False Claims Act.

The statute also provides for a penalty of up to $205,799 for a circumvention scheme;

3 unchanged sentences

In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act.

Violations of the federal Anti-Kickback Statute may result in civil monetary penalties up to $124,732 for each violation, plus up to three times the remuneration involved.

Violations of the federal Anti-Kickback Statute may result in civil monetary penalties up to $127,973 for each violation, plus up to three times the remuneration involved, and criminal penalties can include fines up to $100,000, prison sentences up to 10 years, and possible exclusion from federal healthcare programs.

Civil penalties for such conduct can further be assessed under the federal False Claims Act.

8 unchanged sentences

Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation;

• HIPAA, and its implementing regulations, which also imposes certain regulatory and contractual requirements regarding the privacy, security and transmission of PHI, and similar state laws that impose further requirements on the protection of the privacy and security of medical and health information beyond what may be considered PHI under federal standards.

The Office for Civil Rights has continued its enforcement against entities utilizing tracking technologies in violation of HIPAA;

2 unchanged sentences

• reassignment of payment rules that prohibit certain types of billing and collection practices in connection with claims payable by the Medicare or Medicaid programs;

• the OBBBA mandates significant reductions in federal Medicaid spending, as well as new requirements for eligibility, elimination of ability of certain populations to qualify for Medicaid, and increases in cost-sharing expectations;

• similar state law provisions pertaining to Anti-Kickback, self-referral and false claims issues, some of which may apply to items or services reimbursed by any third-party payor, including commercial insurers or services paid out-of-pocket by patients;

• federal initiatives to reduce expenditures across government, including at agencies related to the provision of healthcare services, such as HHS and CMS;

• state laws that prohibit general business corporations, such as us, from practicing medicine, controlling physicians’ medical decisions or engaging in some practices such as splitting fees with physicians and psychologists;

6 unchanged sentences

• the Federal Substance Abuse Confidentiality Regulations known as 42 C.F.R.

• the Consolidated Appropriations Act of 2021, the No Surprises Act, regarding which the Centers for Medicare and Medicaid Services continue to issue proposed rules and updates;

• the Consolidated Appropriations Act of 2021, the No Surprises Act, regarding which the CMS' continue to issue proposed rules and updates;

• federal and state laws and policies that require healthcare providers to maintain licensure, certification or accreditation to provide physician and other professional services, to enroll and participate in the Medicare and Medicaid programs, to report certain changes in their operations to the agencies that administer these programs, as well as state insurance laws;

5 unchanged sentences

The risk of our being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are sometimes open to a variety of interpretations and updates.

Our failure to accurately anticipate the application of these laws and regulations to our business or any other failure to comply with regulatory requirements could create liability for us and negatively affect our business.

Our failure to accurately anticipate the application of these laws and

regulations to our business or any other failure to comply with regulatory requirements could create liability for us and negatively affect our business.

Any action against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management’s attention from the operation of our business and result in adverse publicity.

49 unchanged sentences

Our activities and arrangements, if challenged, could be found to be in violation with the law.

Additionally, it is possible that the laws and rules governing the practice of medicine or other professions, including the provision of

virtual services, and fee splitting in one or more jurisdictions may change in a manner adverse to our business.

Additionally, it is possible that the laws and rules governing the practice of medicine or other professions, including the provision of virtual services, and fee splitting in one or more jurisdictions may change in a manner adverse to our business.

While the management contracts prohibit us from controlling, influencing or otherwise interfering with the practice of medicine and other professions by the supported clinicians, and provide that clinicians retain exclusive control and responsibility for all aspects of the practice of medicine or other professions and the delivery of clinical services, there can be no assurance that our contractual arrangements and activities with supported practices will be free from scrutiny from U.S.

3 unchanged sentences

While we expect that our relationships with our supported practices will continue, a material change in our relationship with these entities, or among the supported practices, whether resulting from a dispute among the entities, a challenge from a governmental regulator, a change in government regulation, or the loss of these relationships or contracts with outpatient mental health practices, could impair our ability to provide services to our patients and could harm our business.

The impact on us of healthcare reform legislation and other changes in the healthcare industry and in healthcare spending, including as a result of the 2024 elections, is currently unknown, but may harm our business.

If we are unable to adapt to healthcare reform legislation and other changes in the healthcare industry and in healthcare spending, our business could be harmed.

Our revenue is dependent on the healthcare industry and could be affected by changes in healthcare spending, reimbursement and policy.

2 unchanged sentences

Since its enactment, there have been judicial and Congressional challenges to certain aspects of the ACA as well as efforts to repeal or replace certain aspects of the ACA.

While efforts to repeal all or part of the ACA have generally subsided, we cannot be certain that there will not be further legislative efforts or judicial challenges in the future, or how the ACA will be upheld by the Trump administration.

In addition to judicial challenges, the Trump administration or U.S.

Congress may advance new healthcare policy goals and objectives or reverse existing healthcare policy goals, through statute, regulation and executive order.

For example, premium subsidies for the ACA are set to expire in 2025, which without renewal will cause premium increases for the majority of ACA enrollees in 2026 and could result in an increase in the number of uninsured.

The control of the House and Senate by a single party beginning in 2025, may enable broad policy changes in the healthcare industry, potentially affecting our business.

In particular, the OBBBA signed in July 2025 declined to extend the ACA premium tax credits which over 20 million enrollees received, likely resulting in an increase in the number of uninsured.

We cannot be certain that there will not be further legislative efforts or judicial challenges to the ACA in the future, or how the ACA will be upheld or changed by the current administration.

In addition to judicial challenges, the current administration or U.S.

Congress may advance new

healthcare policy goals and objectives or reverse existing healthcare policy goals, through statute, regulation and executive order, such as those initiated via the OBBBA.

The OBBBA makes several changes that impact Medicare and Medicaid.

The OBBBA mandates significant reductions in federal Medicaid spending and introduces new work requirements for Medicaid recipients aged 19 to 64, unless they qualify for certain exemptions.

The OBBBA also narrows Medicaid eligibility for qualified immigrants, and states will be required to conduct eligibility verifications of Medicaid enrollees in the expansion population every six months (unless otherwise exempt), increasing from the previous annual requirement.

These changes may lead to decreased Medicaid enrollment, potentially reducing a portion of our patient pool.

OBBBA also introduces cost-sharing measures which could deter eligible participants from enrolling in or continuing enrollment.

With the federal funding cuts, and states being prohibited from increasing provider taxes to finance their share of Medicaid spending, states may also face budgetary pressures, which may lead to reductions in certain optional Medicaid benefits, reductions in the workforce for the government entities that oversee and administer Medicaid, causing delays, and downward pressure on rates.

Finally, the new requirements will necessitate adjustments in our administrative processes to ensure compliance with more frequent eligibility verifications and other reporting standards mandated by federal and state regulatory agencies.

Failure to adapt promptly could result in regulatory penalties, sanctions, or loss of eligibility.

Until we know the full scope of the impact of the policy changes made by the current administration, whether those policy changes are challenged and subsequently upheld by the court system and how those changes impact our business and the business of our competitors over the long term, we will not know the extent of any direct or indirect impact on us.

Other legislative changes to provider reimbursement have been proposed and adopted since the ACA was enacted.

6 unchanged sentences

Certain of these provisions are still being implemented and the full impact of these changes on us cannot be determined at this time.

Uncertainty regarding future amendments to the ACA as well as new legislative proposals to reform healthcare and government insurance programs, along with the trend toward managed healthcare in the United States, could result in reduced demand and prices for our services.

Uncertainty regarding future amendments to the ACA as well as new legislative proposals to reform healthcare, such as the OBBBA, and government insurance programs, along with the trend toward managed healthcare in the United States, could result in reduced demand and prices for our services.

We expect that additional state and federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that federal and state governments and other third-party payors will pay for healthcare products and services, which could adversely affect our business, financial condition and results of operations.

3 unchanged sentences

Because of the extreme sensitivity of the information we store and transmit, the security features of our and our third-party vendors’ computer, network and communications systems infrastructure are critical to the success of our business.

Our security features and processes or our vetting and oversight of third parties and related hardware and software may not be sufficient

for all circumstances.

Our security features and processes or our vetting and oversight of third parties and related hardware and software may not be sufficient for all circumstances.

We also exercise limited control over third-party vendors and their computer systems and choice of software, which increases our vulnerability to problems with the technology and information services they provide.

3 unchanged sentences

A breach or failure of our or our third-party vendors’ network, hosted service providers or vendor systems could result from a variety of circumstances and events, including third-party action, employee negligence or error, malfeasance, computer viruses, cyber-attacks by computer hackers such as denial-of-service, ransomware, business email compromise, and phishing attacks, nation-state attacks, political protests, failures during the process of upgrading or replacing software and databases, power outages, hardware failures, telecommunication failures, software errors or incompatibility, user errors or catastrophic events.

Information security risks have generally increased in recent years because of the proliferation of new technologies and the increased sophistication and activities of perpetrators of cyber-attacks.

Information security risks have generally increased in

recent years because of the proliferation of new technologies and the increased sophistication and activities of perpetrators of cyber-attacks.

Hackers and data thieves are increasingly sophisticated and operating large-scale and complex automated attacks, including on companies within the healthcare industry.

14 unchanged sentences

The privacy and security of PII stored, maintained, received or transmitted electronically is a significant issue in the United States.

While we strive to comply with all applicable privacy and security laws and regulations, as well as our own posted privacy policies, legal standards for privacy, including but not limited to “unfairness” and “deception,” as enforced by the Federal Trade Commission and state attorneys general and comprehensive privacy laws in more than 20 states, continue to evolve.

While we strive to comply with all applicable privacy and security laws and regulations, as well as our own posted privacy policies, legal standards for privacy, including but not limited to “unfairness,” “deception,” and “reasonable” as enforced by the Federal Trade Commission and state attorneys general and comprehensive privacy laws in more than 20 states, continue to evolve.

Our failure or perceived failure to comply may result in proceedings or actions against us by government entities or others, or could cause us to lose customers, which could have a material adverse effect on our business.

Recently, there has been an increase in public awareness of privacy issues and in the number of private privacy-related lawsuits filed against companies.

Recently, there has been an increase in public awareness of privacy issues and in the number of privacy-related lawsuits filed against companies.

Any allegations about us, our supported practices or our supported clinicians with regard to the collection, processing, use, disclosure, or security of PII or other privacy-related matters, even if unfounded, could damage our reputation and harm our business.

We also publish statements to our patients and stakeholders that describe how we handle and protect personal information.

If federal or state regulatory authorities or private litigants consider any portion of these statements to be deceptive or misleading, either

by what was said or what is omitted, we may be subject to claims of deceptive practices, which could lead to significant liabilities and consequences, including, without limitation, costs of responding to investigations, defending against litigation, settling claims and complying with regulatory or court orders.

If federal or state regulatory authorities or private litigants consider any portion of these statements to be deceptive or misleading, either by what was said or what is omitted, we may be subject to claims of deceptive practices, which could lead to significant liabilities and consequences, including, without limitation, costs of responding to investigations, defending against litigation, settling claims and complying with regulatory or court orders.

Numerous federal and state laws and regulations govern collection, dissemination, use and confidentiality of personally identifiable health information, including state privacy and confidentiality laws (including state laws requiring notification of data breaches) and HIPAA.

17 unchanged sentences

If a breach involves fewer than 500 people, the covered entity must record it in a log and notify HHS at least annually.

Further, the HHS OCR published a proposed rule in January of 2021, which, among other things calls for greater care coordination and an individual’s rights to access patient records.

The proposed rule specifically encourages the disclosure of PHI when needed to help individuals experiencing substance use disorder, serious mental illness and in emergency circumstances.

The proposed rule is subject to a regulatory suspension announced by the Biden administration and we do not know when (or if) the final rule will be published or whether there may be additional changes to the regulations, but when it is, we will need to evaluate and potentially update our HIPAA regulatory programs and documentation to ensure compliance with such requirements.

Additionally, online 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.

4 unchanged sentences

There have been several class action lawsuits, including against LifeStance, asserting that HIPAA covered entities and business associates improperly used or disclosed PHI through online tracking technologies.

See “—Risks Related to Our Business and

Our Industry—Litigation, including in connection with commercial disputes or employment claims, against us could be costly and time-consuming to defend.”

HHS OCR additionally published a final rule in April 2024 modifying existing standards permitting uses and disclosures of PHI when the PHI pertains to reproductive healthcare, which is defined broadly and may capture mental health treatment provided to women surrounding subjects such as pregnancy, miscarriage, abortion, and fertility.

The final rule became effective June 25, 2024, with compliance required by December 23, 2024, and generally prohibits the use or disclosure of PHI by a covered entity when said use or disclosure is to be used to conduct a criminal, civil, or administrative investigation into or impose a related liability on any person for the act of seeking, obtaining, providing, or facilitating reproductive healthcare, when such healthcare is lawful under the circumstances in which it is provided.

Covered entities are similarly prohibited from disclosing PHI to identify any person for the purpose of conducting such investigation or imposing such liability.

To implement this prohibition, covered entities that receive a request for PHI potentially related to reproductive healthcare are required to obtain a signed attestation that the use or disclosure of said PHI is not for a prohibited purpose, when said request is for health oversight activities, judicial and administrative proceedings, law enforcement purposes, or disclosures to coroners and medical examiners.

Compliance with this new rule will require careful monitoring of the evolving landscape of state laws surrounding reproductive healthcare so that we may remain compliant with both state and federal laws.

See “—Risks Related to Our Business and Our Industry—Litigation, including in connection with commercial disputes or employment claims, against us could be costly and time-consuming to defend.”

We may also be required to comply with the Federal Substance Abuse Confidentiality Regulations, known as 42 C.F.R.

1 unchanged sentence

On December 2, 2022, HHS OCR published a proposed rule containing proposals to implement the CARES Act provisions, which bring Part 2 in alignment with HIPAA including, among other things, expanding the scope of permitted disclosures of substance use disorder treatment records and applying HIPAA's breach notification standards to breaches of records protected by Part 2.

Notice of Privacy Practices and arrangements with business associates and qualified service organizations will also need to be adjusted accordingly.

The Final Rule, which was published in February 2024, aligned Part 2 penalties with civil and criminal enforcement authorities that apply to HIPAA violations.

Under the Final Rule, 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.

Additional changes in the Final Rule further harmonize Part 2 with HIPAA and include aligning data breach notification protocols with the HIPAA Breach Notification Rule;

1 unchanged sentence

and aligning Part 2 Patient Notice requirements with requirements of the HIPAA Notice of Privacy Practices.

Notice of Privacy Practices and arrangements with business associates and qualified service organizations will need to be adjusted accordingly.

We will have until February 2026 to comply.

1 unchanged sentence

federal government and various states and governmental agencies have adopted or are considering adopting various laws, regulations and standards regarding the collection, use, retention, security, disclosure, transfer and other processing of sensitive and personal information.

For example, California implemented the California Confidentiality of Medical Information Act, which imposes restrictive requirements regulating the use and disclosure of health information and other personally identifiable information.

These laws and regulations are not necessarily preempted by HIPAA, particularly if a state affords greater protection to individuals than HIPAA.

1 unchanged sentence

In addition to fines and penalties imposed upon violators, some of these state laws also afford private rights of action to individuals who believe their personal information has been misused.

For example, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (together, the "CCPA") gives California residents certain privacy rights in the collection and use of their personal information, and take certain other acts in furtherance of those rights.

For example, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (together, the "CCPA") gives California residents certain privacy rights in the collection and use of their personal information, and requires businesses to take certain other acts in furtherance of those rights.

Failure to comply with the CCPA may result in, among other things, civil penalties of up to $7,500 per violation, as well as a private right of action for certain data breaches.

9 unchanged sentences

For example, federal, state and local privacy and consumer protection laws also govern specific technologies that we employ or how we market to, and otherwise communicate with, individuals.

For example, the Controlling the Assault of Non-Solicited Pornography and

Marketing Act and the Telephone Consumer Protection Act (“TCPA”) impose specific requirements on communications with consumers.

For example, the Controlling the Assault of Non-Solicited Pornography and Marketing Act and the Telephone Consumer Protection Act (“TCPA”) impose specific requirements on communications with consumers.

The TCPA and analogous state laws, for instance, impose various consumer consent requirements and other restrictions on communications with consumers by phone, fax or text message.

21 unchanged sentences

Regulations related to telehealth are still evolving.

To the extent regulations revert to their pre-COVID state, our ability to provide or be reimbursed for certain telehealth services could be impaired.

To the extent regulations become more restrictive, our ability to provide or be reimbursed for certain telehealth services could be impaired.

Given the uncertain regulatory climate, government regulations regarding the provision of telehealth services have been unpredictable, and sudden changes could be costly to us or have a material effect on our business.

3 unchanged sentences

If we are required to adapt our business model, we may be limited to only in person services, which may have a material adverse effect on our business, financial condition and results of operations.

Recent growth in our telehealth services has been facilitated by significant reduction of regulatory and reimbursement barriers for telehealth services in response to the COVID-19 pandemic, including expansion of reimbursement for telehealth services, and easing of state licensure policies for clinicians, enabling more clinicians to serve patients in more states.

During the public health emergency, the Drug Enforcement Agency permitted providers to prescribe certain controlled substances through telehealth without requiring those providers to have conducted an in-person medical evaluation.

This flexibility has been extended through December 31, 2025.

However, to the extent these regulations revert to their pre-COVID state, our ability to provide certain telehealth services may be impaired, which may have a material adverse effect on our business, financial condition and results of operations.

Recent growth in our telehealth services has been facilitated by significant reduction of regulatory and reimbursement barriers for telehealth services, including expansion of reimbursement for telehealth services, and easing of state licensure policies for clinicians, enabling more clinicians to serve patients in more states.

In recent years, the Drug Enforcement Agency ("DEA") permitted providers to prescribe certain controlled substances through telehealth without requiring those providers to have conducted an in-person medical evaluation.

This flexibility had been set to terminate December 31, 2025;

however, the DEA published a notice on November 10, 2025 demonstrating its intent to institute a fourth extension.

The notice is presently under review by the Office of Management and Budget, and the details of the extension are not presently known.

To the extent these regulations eventually revert to their prior state, our ability to provide certain telehealth services may be impaired, which may have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Indebtedness

19 unchanged sentences

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or seek to restructure or refinance our indebtedness.

Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants.

Any refinancing of our

indebtedness could be at higher interest rates and may require us to comply with more onerous covenants.

These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

145 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 1A. Risk Factors