What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-27 · 169 added, 241 removed, 841 unchanged (33% of the section changed)

22 unchanged sentences

These IT deficiencies did not result in a material misstatement to our consolidated financial statements;

however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected.

controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected.

Accordingly, we have determined these deficiencies in the aggregate constitute a material weakness.

3 unchanged sentences

As of December 31, 2025, our remediation measures are ongoing and include the following:

• performing additional training to ensure a clear understanding of risk assessment, controls and monitoring activities related to financial processes and IT general controls related to financial reporting;

• hired an IT Manager with Sarbanes-Oxley Act experience who specializes in IT controls;

• performing real-time training to ensure a clear understanding of risk assessment, controls and monitoring activities related to financial processes and IT general controls related to financial reporting;

• performing detailed risk assessments for significant financial processes to identify, design, and implement control activities related to internal control over financial reporting;

2 unchanged sentences

• development and implementation of IT security and governance controls to address program change of internally and externally developed systems and computer operations associated with information systems impacting the preparation of our consolidated financial statements;

periodic review of the underlying activities is performed by an independent person who does not have such conflicting access;

• development and implementation of controls related to computer operations surrounding critical batch jobs and data backups;

• development and implementation of controls related to the periodic monitoring and review of user access rights, segregation of duties conflicts, and, where it is determined there is a need for an individual to have conflicting access, a periodic review of the underlying activities is performed by an independent person who does not have such conflicting access;

• development and implementation of program change management controls, including new or material modifications, related to testing, authorization and implementation of program and data changes affecting financial IT applications and accounting records;

• development and implementation of backup, monitoring and restoration controls for various applications, including payroll and revenue.

We believe the measures described above will remediate the control deficiencies for the specific areas we have identified and strengthen our internal control over financial reporting.

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The following remediation efforts were completed during the year ended December 31, 2025:

• We have added a Manager of Stock Administration to our human resources function to oversee our equity awards and stock-based compensation;

• We have designed and implemented new stock administration controls and enhanced existing stock administration controls to specifically address the accuracy and completeness of awards granted to certain employees or other service providers;

• We have enhanced controls related to cash management to achieve complete, accurate and timely financial accounting, reporting and disclosures;

• We have designed and implemented new controls for related party transactions and enhanced controls to achieve complete, accurate and timely identification of related party transactions, reporting and disclosures;

• We have designed and implemented new controls for lease accounting and enhanced controls to achieve complete, accurate and timely financial accounting, reporting and disclosures;

• We have enhanced controls related to the impairment and amortization of intangible assets and goodwill to achieve complete, accurate and timely financial accounting, reporting and disclosures;

• We have enhanced financial statement close and reporting controls related to significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosures including controls over account reconciliations and review of journal entries.

• We have enhanced controls related to property and equipment to achieve complete, accurate and timely financial accounting, reporting and disclosures;

• We have enhanced controls related to financing and derivatives to achieve complete, accurate and timely financial accounting, reporting and disclosures;

• We have designed and enhanced controls related to prepaid expenses and other assets to achieve complete, accurate and timely financial accounting, reporting and disclosures;

• We have designed and enhanced controls related to payroll and related expenses to ensure complete, accurate and timely reporting and recording;

• We have designed and enhanced controls related to the financial statement close process to achieve complete, accurate and timely financial accounting, reporting and disclosures;

• We have enhanced controls related to patch management to ensure software is up-to-date and utilizing the most recent security;

• We have enhanced controls related to IT policies that ensure compliance with the Sarbanes-Oxley Act;

• We have enhanced controls related to computer operations to ensure that data backups are authorized and monitored;

• We have enhanced user access controls to ensure appropriate segregation of duties, to adequately restrict user and privileged access to financial applications, programs, and data to appropriate company personnel and to ensure that user access is periodically reviewed;

• We have designed and enhanced segregation of duties controls across key infrastructure that ensures change controls are not circumvented;

• We have designed and enhanced user access controls to ensure that user access procedures are in place for the provisioning and deprovisioning of privileged access to financial applications, programs, and data to appropriate company personnel;

• We have enhanced controls related to authentication for financially significant applications to ensure access is restricted to the appropriate company personnel and additionally, have accelerated the implementation of single sign-on for multiple applications to further reduce risk;

• We have designed controls over the software development life cycle to ensure that newly implemented applications and systems are properly planned, approved, executed and then tested for quality assurance purposes;

• We have designed and enhanced controls over System and Organization Controls reports of vendors to ensure all internal and external risks are addressed and that the Company is currently mapping the necessary complimentary user entity controls.

Changes in Internal Control over Financial Reporting

5 unchanged sentences

Other Information

During our fiscal quarter ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) entered into, modified (as to amount, price or timing of trades) or terminated (i) contracts,

instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information or (ii) non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

During our fiscal q uarter ended December 31, 2025, one of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) entered into, modified (as to amount, price or timing of trades) or terminated (i) contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information or (ii) non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

Robert Bessler, Director

On December 17, 2025 , Robert Bessler , Director , entered into a Rule 10b5-1 trading plan pursuant to which Mr.

Bessler, acting through a broker, may sell up to an aggregate of 1,500,000 shares of our common stock, subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock.

Sales of shares under the plan may only occur from March 24, 2026 to March 31, 2027 .

The plan is scheduled to terminate on March 31, 2027 , subject to earlier termination upon the sale of all shares subject to the plan or the expiration of all sale orders under the plan, upon termination by Mr.

Bessler or the broker, or as otherwise provided in the plan.

Di s closure Regarding Foreign Jurisdictions that Prevent Inspections.

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Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Changes in Stockholders' Equity

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and Kenneth Burdick

Amended and Restated Employment Agreement, dated May 14, 2020, between LifeStance Health, Inc.

and Danish Qureshi

Letter Agreement, dated September 7, 2022, between LifeStance Health Group, Inc.

and Danish Qureshi

First Amendment to Employment Agreement, dated March 3, 2025, between LifeStance Health Group, Inc.

and Kenneth Burdick

Employment Agreement, dated as of November 2, 2022, between LifeStance Health Group, Inc.

and David Bourdon

First Amendment to Employment Agreement, dated March 3, 2025, between LifeStance Health Group, Inc.

and David Bourdon

Employment Agreement, dated February 25, 2025, between LifeStance Health Group, Inc.

and Ryan McGroarty

LifeStance Health Group, Inc.

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Severance and Change in Control Policy

Separation and Release of Claims Agreement, dated as of June 30, 2024, between LifeStance Health Group, Inc.

and Danish Qureshi

Credit Agreement, dated as of December 19, 2024, among LifeStance Health Holdings, Inc., Lynnwood Intermediate Holdings, Inc., and Capital One, National Association

Separation and Release of Claims Agreement, dated as of May 9, 2025, between LifeStance Health Group, Inc.

and Pablo Pantaleoni

Employment Agreement, dated as of May 12, 2025, between LifeStance Health Group, Inc.

and Vaughn Paunovich

LifeStance Health Group, Inc.

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Consent of PricewaterhouseCoopers LLP

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of

Description of Exhibit Incorporated Herein by Reference

Filed Herewith

1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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February 25, 2026

/s/ Kenneth Burdick

Kenneth Burdick

/s/ David Bourdon

David Bourdon

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

/s/ Kenneth Burdick

Chief Executive Officer and Chairman

/s/ David Bourdon

Chief Executive Officer and Director

February 25, 2026

Kenneth Burdick

David Bourdon

(Principal Executive Officer)

/s/ David Bourdon

/s/ Ryan McGroarty

Chief Financial Officer and Treasurer

February 25, 2026

David Bourdon

Ryan McGroarty

(Principal Financial and Accounting Officer)

/s/ Kenneth Burdick

Executive Chairperson of the Board of Directors

February 25, 2026

Kenneth Burdick

/s/ Robert Bessler

3 unchanged sentences

February 25, 2026

/s/ Jeffrey Crisan

February 27, 2025

Jeffrey Crisan

/s/ Teresa DeLuca

1 unchanged sentence

Teresa DeLuca

/s/ William Miller

/s/ Eric Palmer

February 25, 2026

William Miller

/s/ Sarah Personette

February 25, 2026

Sarah Personette

/s/ Jeffrey Rhodes

3 unchanged sentences

February 25, 2026

/s/ Seema Verma

February 27, 2025

/s/ Katherine Wood

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Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Changes in Stockholders' Equity

5 unchanged sentences

We have audited the accompanying consolidated balance sheets of LifeStance Health Group, Inc.

and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, of changes in stockholders' equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the "consolidated financial statements").

and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income (loss), of changes in stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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Other accrued expenses

Contingent consideration

Operating lease liabilities, current

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LIFESTANCE HEALTH GROUP, INC.

consolidated statements of operations and comprehensive loss

(In thousands, except for Net Loss per Share)

consolidated statements of operations and comprehensive income (loss)

(In thousands, except per share amounts)

Year Ended December 31,

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OPERATING EXPENSES

Center costs, excluding depreciation and amortization

shown separately below

Center costs, excluding depreciation and

amortization shown separately below

General and administrative expenses

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Total operating expenses

LOSS FROM OPERATIONS

INCOME (LOSS) FROM OPERATIONS

OTHER EXPENSE

Gain (loss) on remeasurement of contingent

consideration

Gain on remeasurement of contingent consideration

Transaction costs

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Total other expense

LOSS BEFORE INCOME TAXES

INCOME TAX BENEFIT

NET LOSS PER SHARE, BASIC AND DILUTED

Weighted-average shares used to compute basic and

diluted net loss per share

OTHER COMPREHENSIVE (LOSS) INCOME

Unrealized (losses) gains on cash flow hedge, net

COMPREHENSIVE LOSS

INCOME (LOSS) BEFORE INCOME TAXES

INCOME TAX (PROVISION) BENEFIT

NET INCOME (LOSS)

EARNINGS (LOSS) PER SHARE

Weighted-average shares outstanding

NET INCOME (LOSS)

OTHER COMPREHENSIVE LOSS

Unrealized losses on cash flow hedge, net of tax

COMPREHENSIVE INCOME (LOSS)

The accompanying Notes are an integral part of these consolidated financial statements.

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Balances at December 31, 2022

Adoption of ASU 2016-13

Issuance of common stock upon

vesting of restricted stock units

Surrender of common stock

Other comprehensive income

Other comprehensive loss

Stock-based compensation expense

Balances at December 31, 2023

Adoption of ASU 2016-13

Issuance of common stock upon

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CASH FLOWS FROM OPERATING ACTIVITIES

Adjustments to reconcile net loss to net cash provided by (used in) operating

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by

(used in) operating activities:

Depreciation and amortization

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Amortization of discount and debt issue costs

(Gain) loss on remeasurement of contingent consideration

Gain on remeasurement of contingent consideration

Change in operating assets and liabilities, net of businesses acquired:

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Payments of long-term debt

Prepayment for debt paydown

Payments of contingent consideration

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FINANCING ACTIVITIES

Equipment financed through finance leases

Contingent consideration incurred in acquisitions of businesses

Acquisition of property and equipment included in liabilities

Surrender of common stock

The accompanying Notes are an integral part of these consolidated financial statements.

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The accounting policies for segment reporting are the same as for the Company as a whole.

The chief operating decision maker assesses performance for the mental health services segment and decides how to allocate resources based on net loss, which is reported on the accompanying consolidated statements of operations and comprehensive loss as net loss.

Net loss is used to monitor budget versus actual results for assessment of segment performance.

The chief operating decision maker assesses performance for the mental health services segment and decides how to allocate resources based on net income (loss), which is reported on the accompanying consolidated statements of operations and comprehensive income (loss) as net income (loss).

Net income (loss) is used to monitor budget versus actual results for assessment of segment performance.

The chief operating decision maker considers budget-to-actual variances on a monthly basis when making decisions about allocating resources and assessing the performance of the segment.

The chief operating decision maker utilizes consolidated expense information regularly provided in the budget-to-actual analysis in order to assist with assessing performance and deciding how to allocate resources, which align with the consolidated expense categories as disclosed on the face of the accompanying consolidated statements of operations and comprehensive loss.

The measure of segment assets is reported on the accompanying consolidated balance sheets as total assets.

9 unchanged sentences

The Company acquires and operates certain care centers which are deemed to be Friendly-Physician Entities (“FPEs”).

As part of an FPE acquisition, the Company acquires 100 % of the non-medical assets, however due to legal requirements the physician-owners must retain 100% of the equity interest.

As part of an FPE acquisition, the Company acquires 100 % of the non-medical assets;

however due to legal requirements the physician-owners must retain 100% of the equity interest.

The Company’s agreements with FPEs generally consist of both a Management Service Agreement, which provides for various administrative and management services to be provided by the Company to the FPE, and Stock Transfer Restriction (“STR”) agreements with the physician-owners of the FPEs, which provide for the transition of ownership interests of the FPEs under certain conditions.

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Assets acquired under capital leases, and leasehold improvements, are amortized on a straight-line basis over the shorter of the remaining lease term or the estimated useful lives of the assets, generally 5 to 10 years .

When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss in the period realized.

The Company determines if a contract meets the definition of a lease at inception and evaluates the lease classification at that time.

8 unchanged sentences

The Company separately allocates the lease (e.g., fixed lease payments for right-to-use land, building, etc.) and non-lease components (e.g., common area maintenance) for its leases.

Operating lease and variable lease costs are included in center costs, excluding depreciation and amortization and general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Variable lease costs are the portion of lease payments that are not fixed over the lease term.

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Management’s estimates of fair value are based upon assumptions determined to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from the estimates.

During the measurement period, which is not to exceed one

year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill.

During the measurement period, which is not to exceed one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the

corresponding offset to goodwill.

The measurement period provides a reasonable period of time to determine the value of identifiable assets acquired, liabilities assumed, consideration transferred, equity interests, and goodwill.

8 unchanged sentences

Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

There was no impairment of long-lived assets for the year ended December 31, 2024, an immaterial impairment of long-lived assets for the year ended December 31, 2023 , and no impairment of long-lived assets for the year ended December 31, 2022 .

There was no impairment of long-lived assets for the years ended December 31, 2025 and 2024 and an immaterial impairment of long-lived assets for the year ended December 31, 2023 .

Intangible Assets

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The Company has obligations to transfer contingent consideration to former owners and sellers of certain entities in conjunction with its acquisitions, if specified future operational objectives and/or financial results are met.

The Company records the acquisition date

fair value of these contingent liabilities and measures the fair value on a recurring basis.

The Company records the acquisition date fair value of these contingent liabilities and measures the fair value on a recurring basis.

The Company estimates the fair value of the contingent consideration liability based on the likelihood and timing of the contingent earn-out payments.

The fair value is derived using valuation methodologies, such as a discounted cash flow model, and is not based on market exchange, dealer, or broker traded transactions.

The fair value is derived

using valuation methodologies, such as a discounted cash flow model, and is not based on market exchange, dealer, or broker traded transactions.

This valuation incorporates certain assumptions and projections in determining the fair value assigned to such liability.

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The Company recognizes and measures uncertain tax positions using a two-step approach.

The first step is to evaluate the tax position taken or expected to be taken by determining if the weight of available evidence indicates that it is more-likely-than-not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes.

The first step is to evaluate the tax position taken or expected to be taken by determining if the weight of available evidence indicates that it is more-likely-than-not that the tax

position will be sustained in an audit, including resolution of any related appeals or litigation processes.

The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement.

2 unchanged sentences

Its evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of audit and effective settlement of audit issues.

The Company’s policy is to include interest and penalties related to unrecognized tax benefits as a component of interest expense in the consolidated statements of operations and comprehensive loss .

Advertising and Marketing Costs

Advertising and marketing costs include all communications and campaigns to the Company’s clients and target audience.

Advertising costs are charged to expense as they are incurred in general and administrative expenses within the Company’s consolidated statements of operations and comprehensive loss.

Advertising costs are charged to expense as they are incurred in general and administrative expenses within the Company’s consolidated statements of operations and comprehensive income (loss).

Advertising expense for the years ended December 31, 2025, 2024 and 2023, were $ 15,818 , $ 12,567 and $ 9,399 , respectively.

2 unchanged sentences

For revolving loans and delayed draw term loan commitments, the Company presents the debt issue costs as an asset and amortizes the costs on a straight-line basis over the term of the revolving loan and delayed draw term loan commitment, respectively.

Amortization of discount and debt issue costs, which includes loss on debt extinguishment, is recorded as interest expense in the consolidated statements of operations and comprehensive loss and amounted to $ 6,698 , $ 2,101 and $ 3,720 for the years ended December 31, 2024, 2023 and 2022 , respectively.

Comprehensive Loss

Comprehensive loss consists of net loss and unrealized gains or losses on interest rate swaps.

Unrealized gains or losses on interest rate swaps are net of any reclassification adjustments for realized gains and losses included in the consolidated statements of operations and comprehensive loss .

Net Loss Per Share

Net loss per share is computed in conformity with the two-class method required for participating securities.

Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares of the Company outstanding during the period.

Diluted net loss per share is computed by giving effect to all potential shares of common shares, including potential dilutive common shares assuming the dilutive effect of common share equivalents, to the extent dilutive.

Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common shares outstanding would have been anti-dilutive.

Amortization of discount and debt issue costs, which includes loss on debt extinguishment, is recorded as interest expense in the consolidated statements of operations and comprehensive income (loss) and amounted to $ 1,019 , $ 6,698 and $ 2,101 for the years ended December 31, 2025, 2024 and 2023 , respectively.

Comprehensive i ncome ( l oss)

Comprehensive income (loss) consists of net income (loss) and unrealized gains or losses on interest rate swaps.

Earnings Per Share

Earnings per share is computed in conformity with the two-class method required for participating securities.

Basic earnings per share is computed using the weighted-average number of common shares of the Company outstanding during the period.

Diluted earnings per share is computed using the weighted-average number of common shares of the Company outstanding including the dilutive effect of stock-based awards as determined under the treasury stock method.

In periods when the Company has a net loss, stock-based awards are excluded from the calculation of diluted net loss per share as their inclusion would have an antidilutive effect.

Retirement Plan

16 unchanged sentences

Although the Company deposits its cash with multiple financial institutions in the U.S., its deposits, at times, may exceed federally insured limits.

The Company does not have any individual customer that exceeded 10% of the Company’s patient accounts receivable balance at December 31, 2024 and 2023.

The Company does not have any individual customer that exceeded 10% of the Company’s patient accounts receivable bal ance at December 31, 2025 and 2024.

Two payors individually exceeded 10% of the Company’s patients accounts receivable balance at December 31, 2025 and 2024.

1 unchanged sentence

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ("ASU 2023-07").

ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an interim and annual basis.

The Company adopted ASU 2023-07 on January 1, 2024 on a retrospective basis for all periods presented.

The adoption of the amendments in ASU 2023-07 impacted the Company's disclosures in the notes to the consolidated financial statements and did not have a material impact on its consolidated balance sheets, results of operations or cash flows.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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ASU 2023-09 improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024.

Early adoption is permitted.

ASU 2023-09 will apply on a prospective basis and retrospective application is permitted.

The Company is in process of evaluating the impact of adoption of ASU 2023-09 on the Company's consolidated financial statements and disclosures.

The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis.

The adoption of the amendments in ASU 2023-09 impacted the Company's disclosures in the notes to the consolidated financial statements and did not have a material impact on its consolidated balance sheets, results of operations or cash flows.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

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The Company leases its office facilities and office equipment which are accounted for as operating leases.

Some leases contain clauses for renewal at the Company's option with renewal terms that generally extend the lease term from one to seven years.

The components of lease expense for the Company's operating leases in its consolidated statements of operations and comprehensive loss were as follows:

Some leases contain clauses for renewal at the Company's option with renewal terms that generally extend the lease term fro m one to seven years .

The components of lease expense for the Company's operating leases in its consolidated statements of operations and comprehensive income (loss) were as follows:

Year Ended December 31,

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The Company accounts for real estate optimization restructuring charges in accordance with ASC 420, Exit or Disposal Cost Obligations and ASC 360-10, Property, Plant, and Equipment .

The costs are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

The costs are included in general and administrative expenses in the consolidated statements of operations and comprehensive income (loss).

During the year ended December 31, 2023, the Company recorded $ 10,970 of office space reductions, including primarily of $ 4,734 of right-of-use asset impairment, $ 4,618 of property and equipment disposal and impairment costs, and $ 2,419 of gains related to early lease terminations.

1 unchanged sentence

NOTE 6 GOODWILL AND INTANGIBLE ASSETS

The following table summarizes changes in the carrying amount of goodwill:

Balance as of December 31, 2022

Business acquisitions (Note 7)

Measurement period adjustments

Balance as of December 31, 2023

Business acquisitions

Balance as of December 31, 2024

Goodwill was $ 1,293,346 as of December 31, 2025 and 2024.

There have been no change s to the goodwill carrying value during the periods.

Intangible Assets

22 unchanged sentences

Year Ended December 31,

NOTE 7 BUSINESS COMBINATIONS

During the year ended December 31, 2023, the Company completed the acquisitions of 3 outpatient mental health practices.

There were no completed acquisitions during the year ended December 31, 2024.

The Company accounted for the acquisitions as business combinations using the acquisition method of accounting.

The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the respective acquisition dates.

Total consideration transferred for these acquisitions consisted of the following:

December 31, 2023

Cash consideration

Contingent consideration, at initial fair value

Total consideration transferred

The results of the acquired businesses have been included in the Company’s consolidated financial statements beginning as of their acquisition dates.

It is impracticable to provide historical supplemental pro forma financial information along with revenue and earnings subsequent to the acquisition dates for acquisitions during the period due to a variety of factors, including access to historical information and the operations of acquirees being integrated within the Company shortly after closing and not operating as discrete entities within the Company’s organizational structure.

Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the fair values of assets acquired and liabilities assumed as of the dates of acquisition:

Allocation of Purchase Price

December 31, 2023

Patient accounts receivable

Prepaid expenses and other current assets

Property and equipment

Right-of-use assets

Other noncurrent assets

Intangible assets

Total assets acquired

Total liabilities assumed

Fair value of net assets

The majority of the tangible assets acquired and liabilities assumed were recorded at their carrying values as of the respective dates of acquisition, as their carrying values approximated their fair values due to their short-term nature.

The fair values of goodwill and other intangible assets acquired in these acquisitions were estimated primarily based on the income approach.

The income approach estimates fair value based on the present value of the cash flows that the assets are expected to generate in the future.

The Company developed estimates for the expected future cash flows and discount rates used in the present value calculations.

The following table summarizes the fair values of acquired intangible assets as of the dates of acquisition:

December 31, 2023

Regional trade names (1)

Non-competition agreements (2)

(1) Useful lives for regional trade names are 5 years .

(2) Useful lives for non-competition agreements are 5 years .

Contingent Consideration

Under the provisions of the acquisition agreements, the Company may pay additional cash consideration in the form of earnouts, contingent upon the acquirees achieving certain performance and operational targets (see Note 9).

The following table summarizes the maximum contingent consideration based on the acquisition agreements:

Contingent consideration

December 31, 2023

Maximum contingent consideration based on acquisition agreements

Goodwill is primarily attributable to the assembled workforce, customer and payor relationships and anticipated synergies and economies of scale expected from the integration of the businesses.

The synergies include certain cost savings, operating efficiencies, and other strategic benefits projected to be achieved as a result of the acquisition.

All goodwill is deductible for tax purposes.

NOTE 7 PREPAID EXPENSES AND OTHER CURRENT ASSETS AND OTHER ACCRUED EXPENSES

Prepaid expenses and other current assets consist of the following:

Prepaid bonuses and advances

Prepaid compensation and other

Other receivables

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NOTE 8 FAIR VALUE MEASUREMENTS

Contingent Consideration

The Company measures its contingent consideration liability at fair value on a recurring basis using Level 3 inputs.

The Company estimates the fair value of the contingent consideration liability based on the likelihood and timing of the contingent earn-out payments.

This valuation incorporates certain assumptions and projections in determining the fair value assigned to such liability.

The following is a summary of the significant assumptions used for the fair value measurement of the contingent consideration liability as of December 31, 2023.

Valuation Technique

Range of Significant Assumptions

December 31, 2023

Probability-weighted analysis

based earn-outs

Discount rate

As of December 31, 2023, the Company adjusted the fair value of the contingent consideration liability due to remeasurement at the reporting date.

Hedging Activities

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In August 2022, the Company entered into an interest rate swap agreement to pay a fixed rate of 3.24 % on a total notional value of $ 189,000 of debt.

As a result of the interest rate swap, 94.5 % of the term loan previously exposed to interest rate risk from changes in SOFR is now hedged against the interest rate swap at a fixed rate.

The interest rate swap matures on September 30, 2025.

As of December 31, 2024, the notional value was $ 184,748 .

As changes in interest rates impact the future cash flow of interest payments, the hedge provides a synthetic offset to interest rate movements.

As a result of the interest rate swap, 94.5 % of the term loan previously exposed to interest rate risk from changes in SOFR was hedged against the interest rate swap at a fixed rate.

The interest rate swap matured on September 30, 2025.

The Company used the income approach to value the derivative for the interest rate swap using observable market data for all significant inputs and standard valuation techniques to convert future amounts to a single present value amount, assuming that participants are motivated but not compelled to transact.

This derivative instrument (interest rate swap) is designated and qualifies as a cash flow hedge, with the entire gain or loss on the derivative reported as a component of other comprehensive income.

Amounts recorded in accumulated other comprehensive income are released to earnings in the same period that the hedged transaction impacts consolidated earnings within interest expense.

The cash flows from the derivative treated as a cash flow hedge are classified in the Company’s consolidated statements of cash flows in the same category as the item being hedged.

For the years ended December 31, 2024, 2023 and 2022, the Company included immaterial gains on the hedged instrument (variable-rate borrowings) in the same line item (interest expense, net) as the offsetting gain on the related interest rate swap in the consolidated statements of operations and comprehensive loss.

This derivative instrument (interest rate swap) was designated and qualified as a cash flow hedge, with the entire gain or loss on the derivative reported as a component of other comprehensive income.

Amounts recorded in accumulated other comprehensive income are released to earnings in the same period that the hedged transaction impacts consolidated earnings within interest expense, net.

The cash flows from the derivative treated as a cash flow hedge is classified in the Company’s consolidated statements of cash flows in the same category as the item being hedged.

For the years ended December 31, 2025, 2024 and 2023, the Company included immaterial gains on the hedged instrument (variable-rate borrowings) in the same line item (interest expense, net) as the offsetting gain on the related interest rate swap in the consolidated statements of operations and comprehensive income (loss).

The following table summarizes the location of the interest rate swap in the consolidated balance sheets:

Consolidated balance sheets location

December 31, 2024

Interest rate swap

Prepaid expenses and other current assets

Interest rate swap

Other noncurrent assets

The amount of estimated cash flow hedge unrealized gains and losses that are expected to be reclassified to earnings in the next twelve months is not material.

Fair Value Measured on a Recurring Basis

4 unchanged sentences

Total assets measured at fair value

Liabilities Measured at Fair Value

Contingent consideration liability:

Beginning balance

Additions related to acquisitions

Payments of contingent consideration

Gain on remeasurement

Ending balance

Total liabilities measured at fair value

NOTE 9 LONG-TERM DEBT

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On December 19, 2024, the Company entered into a credit agreement (the “2024 Credit Agreement”) among LifeStance Health Holdings, Inc., Lynnwood Intermediate Holdings, Inc., Capital One, National Association, and each lender party thereto.

The 2024 Credit Agreement established commitments in respect of a senior secured term loan facility of $ 290,000 and a senior secured revolving loan facility of up to $ 100,000 .

The 2024 Credit Agreement established a senior secured term loan facility of $ 290,000 and a senior secured revolving loan facility of up to $ 100,000 .

The Company borrowed $ 290,000 in term loans, payable in quarterly principal and interest payments, with a maturity date of December 19, 2029 .

2 unchanged sentences

The revolving loan has interest only payments until the maturity date of December 19, 2029 .

The proceeds from the 2024 Credit Agreement term loans were used to repay in full and extinguish the 2022 Credit Agreement.

In relation to the 2022 Credit Agreement, the Company recognized an extinguishment of debt charge within interest expense of $ 5,032 consisting of the write-off of unamortized debt issue costs associated with the extinguished term loans.

The proceeds from the 2024 Credit Agreement term loans were used to repay in full and extinguish the 2022 Credit Agreement in the year ended December 31, 2024.

In relation to the extinguishment of the 2022 Credit Agreement, the Company recognized an extinguishment of debt charge within interest expense of $ 5,032 consisting of the write-off of unamortized debt issue costs associated with the extinguished term loans.

The 2024 Credit Agreement requires the Company to maintain compliance with certain restrictive financial covenants related to earnings, leverage ratios, and other financial metrics.

1 unchanged sentence

Long-term debt consists of the following:

Delayed Draw term loans

Total long-term debt

Current portion of long-term debt

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(1) The unamortized debt issue costs related to long-term debt are presented as a reduction of the carrying amount of the corresponding liabilities on the consolidated balance sheets.

Unamortized debt issue costs related to delayed draw term loan commitments and revolving loans are presented within other noncurrent assets on the consolidated balance sheets.

Unamortized debt issue costs related to revolving loans are presented within other noncurrent assets on the consolidated balance sheets.

The current portion of long-term debt is included within other current liabilities on the consolidated balance sheets.

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The unused revolving loan incurs a quarterly undrawn commitment fee of 0.45 % per annum subject to stepdowns based on leverage-based metrics.

There are no amounts outstanding on the revolving loan as of December 31, 2024 and 2023 .

There are no a mounts outstanding on the revolving loan as of December 31, 2025 and 2024 .

NOTE 10 STOCK-BASED COMPENSATION

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The maximum number of shares of the Company’s common stock that may be delivered in satisfaction of awards under the 2021 Equity Incentive Plan was initially reserved at 47,037 shares.

The share pool will automatically increase on January 1 of each year through and including 2031 by the lesser of (i) five percent of the number of shares of the Company’s common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Board on or prior to such date for such year.

On January 1, 2024, the number of shares of common stock reserved and available for issuance under the 2021 Equity Incentive Plan increased by 18,936 shares.

On January 1, 2025, the number of shares of common stock reserved and available for issuance under the 2021 Equity Incentive Plan increased by 19,137 shar es.

Restricted Stock

The following is a summary of RSA transactions as of and for the years ended December 31, 2024 and 2023:

The following is a summary of RSA transactions as of and for the years en ded December 31, 2025 and 2024:

Unvested Shares

5 unchanged sentences

Restricted Stock Units

The following is a summary of RSU transactions as of and for the years ended December 31, 2024 and 2023:

The following is a summary of RSU transactions as of and for the year s ended December 31, 2025 and 2024:

Unvested Shares

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Vested or expected to vest at December 31, 2025

The total grant-date fair value of stock options granted during the year ended December 31, 2022 was $ 56,917 .

The Company estimated the fair value of stock option grants with time-based vesting conditions using a Black-Scholes option-pricing model with the following assumptions presented on a weighted-average basis:

December 31, 2022

Risk-free interest rate

Expected term (years)

Expected dividend yield

Estimated fair value per option granted

The Company estimated the fair value of stock option grants with time- and market-based vesting conditions using a Monte Carlo simulation that incorporate estimates of the potential outcomes of the market condition on the grant with the following assumptions:

December 31, 2022

Risk-free interest rate

Expected service period (years)

Expected dividend yield

Weighted-average fair value per option granted

The risk-free interest rate is determined by reference to the U.S.

Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award.

The Company lacks company-specific historical and implied volatility information.

Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies.

Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

The Company determines the expected term of time-based vesting condition options using the simplified method which is used when there is insufficient historical data about exercise patterns.

The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting-tranche for awards with graded vesting.

The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term under this method.

The expected service period of the time- and market-based vesting condition options is based on projected exercise dates resulting from the Monte Carlo simulation for each award tranche.

Stock-Based Compensation Expense

The Company recognized stock-based compensation expense related to RSAs, RSUs, and stock options within general and administrative expenses in the consolidated statements of operations and comprehensive loss as follows:

Year Ended December 31,

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provided, however, that no option may be exercised after 27 months from its grant date.

As of December 31, 2024 and 2023 , no shares of common stock have been purchased under the Company’s ESPP.

As of December 31, 2025 and 2024 , no shares o f common stock have been purchased under the Company’s ESPP.

NOTE 11 INCOME TAXES

Benefit from Income Taxes

The benefit from income taxes is comprised of the following components:

The provision (benefit) for income taxes is comprised of the following components:

Year Ended December 31,

1 unchanged sentence

Total deferred

Total income tax benefit

Total income tax provision (benefit)

The net deferred tax assets and liabilities consist of the following:

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Net deferred tax liability

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before benefit from income taxes as follows:

The effective income tax rate for the year ended December 31, 2025 differs from the statutory federal income tax rate as follows:

Year Ended December 31, 2025

federal statutory rate

State and local income taxes, net of federal benefit (1)

Effects of changes in tax laws or rates enacted in

the current period

Nontaxable or nondeductible items:

Stock-based compensation

IRC Section 162M limitation

Changes in valuation allowance

Other adjustments

Effective tax rate

(1) State and local taxes in Texas, Georgia, and New Hampshire made up the majority (greater than 50%) of the tax effect in this category.

Prior to the adoption of ASU 2023-09, the effective income tax rate for the years ended December 31, 2024 and 2023 differs from the statutory federal income tax rate as follows:

Year Ended December 31,

Tax provision at U.S.

federal statutory rate

State income taxes, net of federal benefit

State and local income taxes, net of federal benefit

Stock-based compensation

2 unchanged sentences

Other adjustments

Effective tax rate

Differences between the statutory rate are primarily the result of permanent book/tax differences between non-deductible equity awards, valuation allowance activity and state income taxes.

9 unchanged sentences

As of December 31, 2025 and 2024, the Company had a valuation allowance of $ 13,205 and $ 18,951 , respectively, against a portion of its charitable contribution carryforward and net operating loss carryforwards for which realization cannot be considered more likely than not at this time.

The valuation allowance increased by $ 3,977 and $ 13,549 for the years ended December 31, 2024 and 2023, respectively.

The valuation allowance decreased by $ 5,746 and increased by $ 3,977 for the years ended December 31, 2025 and 2024, respectively.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such as the immediate expensing of domestic research and development expenditures, the reinstatement of 100% bonus depreciation on qualified property, and a change in the limitation on the deduction of business interest expense.

The impacts of the new legislation have been reflected in the consolidated financial statements as of and for the year ended December 31, 2025 and are not considered material.

The Company will continue to evaluate the impact of the OBBBA as further information becomes available.

Uncertain Income Tax Positions

6 unchanged sentences

The Company had no amounts accrued for interest and penalties related to tax contingencies for the years ended December 31, 2025 and 2024.

Cash Paid for Income Taxes, Net of Refunds

Cash paid for income taxes paid, net of refunds, consists of the following:

December 31, 2025

State and local

Cash paid for income taxes, net of refunds

NOTE 12 COMMITMENTS AND CONTINGENCIES

23 unchanged sentences

Liabilities related to loss contingencies are recognized when the Company believes it is probable a liability has occurred and the amount can be reasonably estimated by management.

On April 26, 2023, a class action litigation captioned Strong v.

LifeStance Health Group, Inc.

was filed in the United States District Court for the District of Arizona 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.

The lawsuit seeks unspecified monetary damages.

The process of resolving these matters is inherently uncertain and may develop over an extended period of time;

therefore, at this time, the ultimate resolution cannot be predicted.

The Company has not recorded any material accruals for loss contingencies and in management's opinion no material range of loss is estimable for this matter as of December 31, 2024 .

NOTE 14 NET LOSS PER SHARE

The following table presents the calculation of basic and diluted net loss per share (“EPS”) for the Company’s common shares:

NOTE 13 EARNINGS PER SHARE

The following table presents the calculation of basic and diluted earnings (loss) per share for the Company’s common shares:

Year Ended December 31,

Net loss available to common stockholders'

Weighted-average shares used to compute basic and

diluted net loss per share

Net loss per share, basic and diluted

Net income (loss) available to common stockholders'

Weighted-average shares - basic

Dilutive effect of outstanding stock-based awards

Weighted-average shares - diluted

Earnings (loss) per share

The Company has issued potentially dilutive instruments in the form of RSAs, RSUs and stock options.

The Company did not include any of these instruments in its calculation of diluted loss per share for the years ended December 31, 2024, 2023 and 2022 because to include them would be anti-dilutive due to the Company’s net loss during the period.

See Note 11 for the issued, vested and unvested RSAs, RSUs and stock options.

The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share:

The following potentially dilutive shares are excluded from the computation of diluted earnings (loss) per share for the periods presented because including them would have been anti-dilutive:

As of December 31,

Stock options

RSAs, RSUs and stock options

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 9A. Controls and Procedures