LifeStance Health Group, Inc. (Nasdaq: LFST) has priced a secondary underwritten public offering of 22,250,000 shares of common stock at $12.35 per share, according to a company statement.

The shares are being sold by existing stockholders, not the company itself. LifeStance will not receive any proceeds from the offering, with all proceeds going to the selling stockholders.

Separately, LifeStance has agreed to repurchase 2,000,000 shares from the underwriter at the same price paid by the underwriter to the selling stockholders. The repurchase is contingent on the completion of the offering and other customary conditions, though the offering itself is not conditioned on the repurchase.

The offering and repurchase are expected to settle and close on or about Sept. 11, 2026. Barclays is acting as the sole underwriter for the offering.

The offering is being made pursuant to a shelf registration statement filed with the Securities and Exchange Commission on May 21, 2024.

LifeStance operates outpatient mental health services across 33 states and employs more than 8,500 clinicians.