LFST on Nasdaq

LifeStance Health Group, Inc.

LifeStance Health Group, Inc. is an American health services company, incorporated in Delaware.1 It is headquartered in Scottsdale, Arizona.1 Its shares trade on Nasdaq under the symbol LFST.1

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Last updated Oct 21, 2026.

Overview

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  • TickerLFST on Nasdaq1
  • IndustryServices-Health Services1
  • HeadquartersScottsdale, Arizona1
  • Incorporated inDE2
  • Business address4800 N. Scottsdale Road, Suite 2500, Scottsdale, Az 852512
  • Filer categoryLarge accelerated filer2

Unless stated otherwise or the context otherwise requires, the terms "we," "us," "our," "our business," "LifeStance" and "our Company" and similar references refer to LifeStance Health Group, Inc. and its consolidated subsidiaries and supported practices. References to "our employees" and "our clinicians" refer collectively to employees and clinicians, respectively, of our subsidiaries and supported practices. References to "our patients" refer to the patients treated by such clinicians.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

1.7%Operating margin5
0.7%Net margin5
13.9%Revenue growth, 20255
0.6%Return on equity5
0.17×Debt to equity5
$110.0MFree cash flow5

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Selling, general and admin27¢$382.2M
  • Other costs71¢$1.0B
  • Interest1¢$11.7M
  • Income tax0¢$2.7M
  • Profit1¢$9.7M

Out of $1.4B in revenue.5

Where each dollar of operating cash went, fiscal 2025

  • Capital spending25¢$36.1M
  • Kept or used elsewhere75¢$110.0M

Out of $146.2M of cash from operations.5

Financial statements

Revenue675$1.4B in 2025+570% since 2019
0$500.0M$1.0B$1.5B2019: $212.5M$212.5M20192021: $1.4M$1.4M2021−99%2022: $859.5M$859.5M2022+59384%2023: $1.1B$1.1B2023+23%2024: $1.3B$1.3B2024+19%2025: $1.4B$1.4B2025+14%
Operating income6875$24.1M in 2025+58% since 2019
-$300.0M-$200.0M-$100.0M0$100.0M2019: $15.2M$15.2M20192021: -$286.4M-$286.4M20212022: -$210.2M-$210.2M2022−27%2023: -$189.1M-$189.1M2023−10%2024: -$31.6M-$31.6M2024−83%2025: $24.1M$24.1M2025
Net income6875$9.7M in 2025+70% since 2019
-$400.0M-$300.0M-$200.0M-$100.0M0$100.0M2019: $5.7M$5.7M20192021: -$307.2M-$307.2M20212022: -$215.6M-$215.6M2022−30%2023: -$186.3M-$186.3M2023−14%2024: -$57.4M-$57.4M2024−69%2025: $9.7M$9.7M2025

Every line of the income statement as filed: the last 3 fiscal years, latest first.5

Period ending2025-12-312024-12-312023-12-31
TOTAL REVENUE$1.4B$1.3B$1.1B
Center costs, excluding depreciation and amortization shown separately below$963.2M$848.6M$753.6M
General and administrative expenses$382.2M$363.1M$410.8M
Depreciation and amortization$54.8M$71.0M$80.4M
Total operating expenses$1.4B$1.3B$1.2B
INCOME (LOSS) FROM OPERATIONS$24.1M-$31.6M-$189.1M
Gain on remeasurement of contingent consideration$0$1.7M$4.0M
Transaction costs$0-$827.0K-$89.0K
Interest expense, net-$11.7M-$26.5M-$21.2M
Other expense-$123.0K-$363.0K-$112.0K
Total other expense-$11.8M-$26.0M-$17.4M
INCOME (LOSS) BEFORE INCOME TAXES$12.4M-$57.6M-$206.6M
INCOME TAX (PROVISION) BENEFIT-$2.7M$170.0K$20.3M
NET INCOME (LOSS)$9.7M-$57.4M-$186.3M
EARNINGS (LOSS) PER SHARE, Basic$0-$0-$1
EARNINGS (LOSS) PER SHARE, Diluted$0-$0-$1
Weighted-average shares outstanding - Basic386.0M shares379.1M shares367.5M shares
Weighted-average shares outstanding - Diluted391.1M shares379.1M shares367.5M shares
Unrealized losses on cash flow hedge, net of tax-$929.0K-$1.4M-$971.0K
COMPREHENSIVE INCOME (LOSS)$8.7M-$58.8M-$187.2M

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Corporate structure

LifeStance Health Group, Inc. sits at the top of its group. 30 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of LifeStance Health Group, Inc.

  • BlackRock Filed SCHEDULE 13G/A on LifeStance Health Group, Inc., latest Oct 5, 2026 (2 filings since Jul 29, 2026)
  • TPG GP A, LLC Filed SCHEDULE 13G/A on LifeStance Health Group, Inc., latest Aug 14, 2026 (4 filings since Feb 11, 2022)
  • SUMMIT PARTNERS L P Filed SCHEDULE 13G/A on LifeStance Health Group, Inc., latest Aug 11, 2026 (5 filings since Feb 4, 2022)
  • FMR LLC Filed SCHEDULE 13G/A on LifeStance Health Group, Inc., latest May 6, 2026 (10 filings since Feb 9, 2022)
  • Silversmith Partners I GP, LLC Filed SC 13G/A on LifeStance Health Group, Inc., latest Nov 14, 2024 (2 filings since Feb 14, 2022)
  • Michael K. Lester Filed SC 13G/A on LifeStance Health Group, Inc., latest Jan 24, 2024 (3 filings since Feb 18, 2022)
  • LifeStance Health Group, Inc. Scottsdale, Arizona
    • Anxiety and Stress Management Institute, LLC Subsidiary · Georgia, United States
    • Ascendant Behavioral Health, LLC Subsidiary · Utah, United States
    • Balance Women's Health, LLC Subsidiary · Oklahoma, United States
    • Behavioral Health Practice Services, LLC Subsidiary · Delaware, United States
    • Carmel Psych Management Services, LLC Subsidiary · New York, United States
    • Commonwealth Counseling Associates, Inc. Subsidiary · Virginia, United States
    • LHM MASS, Inc. Subsidiary · Delaware, United States
    • LifeStance Health Holdings, Inc. Subsidiary · Delaware, United States
    • LifeStance Health Management Massachusetts, LLC Subsidiary · Delaware, United States
    • LifeStance Health – Alabama, LLC Subsidiary · Delaware, United States
    • LifeStance Health – Alaska, LLC Subsidiary · Delaware, United States
    • LifeStance Health – Arizona, LLC Subsidiary · Arizona, United States
    • LifeStance Health – Hawaii, LLC Subsidiary · Delaware, United States
    • LifeStance Health – Louisiana, LLC Subsidiary · Delaware, United States
    • LifeStance Health – Mississippi, LLC Subsidiary · Delaware, United States
    • LifeStance Health – Montana, LLC Subsidiary · Delaware, United States
    • LifeStance Health – Nebraska, LLC Subsidiary · Delaware, United States
    • LifeStance Health – New Mexico, LLC Subsidiary · Delaware, United States
    • LifeStance Health – Vermont, LLC Subsidiary · Delaware, United States
    • LifeStance Health – Wyoming, LLC Subsidiary · Delaware, United States
    • LifeStance Health, Inc. Subsidiary · Delaware, United States
    • LifeStance TopCo, L.P. Subsidiary · Delaware, United States
    • LifeStance Ultimate Holdings, Inc. Subsidiary · Delaware, United States
    • Lynnwood Intermediate Holdings, Inc. Subsidiary · Delaware, United States
    • Orlando Behavioral Healthcare Corporation Subsidiary · Florida, United States
    • and 4 more

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What LifeStance Health Group, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$293.7M5 Dec 31, 2025$267.9M5 Dec 31, 2024+9.6%
Accumulated depreciation$132.1M5 Dec 31, 2025$101.9M5 Dec 31, 2024+29.6%
Property and equipment, net$161.6M5 Dec 31, 2025$166.0M5 Dec 31, 2024−2.7%
Operating-lease assets (leased space)$149.7M5 Dec 31, 2025$147.9M5 Dec 31, 2024+1.2%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$248.6M5 Dec 31, 2025$154.6M5 Dec 31, 2024+60.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$1.3B5 Dec 31, 2025$1.3B5 Dec 31, 20240%
Intangible assets, net (excluding goodwill)$177.7M5 Dec 31, 2025$190.8M5 Dec 31, 2024−6.9%
Finite-lived intangibles, gross$366.7M5 Dec 31, 2025$366.7M5 Dec 31, 20240%
Accumulated amortization$189.1M5 Dec 31, 2025$175.9M5 Dec 31, 2024+7.5%
Finite-lived intangibles, net$177.7M5 Dec 31, 2025$190.8M5 Dec 31, 2024−6.9%

Properties, in its own words

Our corporate headquarters is located in Scottsdale, Arizona pursuant to the terms of an approximately six-year lease that was entered into August 2023 for approximately 6,000 square feet of space. In addition, our subsidiaries and supported practices lease space for clinic services at each of our 572 centers. We believe that our current facilities are adequate to meet our current needs.

Item 2 of the 10-K filed Feb 25, 2026.4

Leadership

Who has led LifeStance Health Group, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (28)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Anxiety and Stress Management Institute, LLC Georgia3
  • Ascendant Behavioral Health, LLC Utah3
  • Balance Women's Health, LLC Oklahoma3
  • Behavioral Health Practice Services, LLC Delaware3
  • Carmel Psych Management Services, LLC New York3
  • Commonwealth Counseling Associates, Inc. Virginia3
  • LHM MASS, Inc. Delaware3
  • LifeStance Health Holdings, Inc. Delaware3
  • LifeStance Health Management Massachusetts, LLC Delaware3
  • LifeStance Health – Alabama, LLC Delaware3
  • LifeStance Health – Alaska, LLC Delaware3
  • LifeStance Health – Arizona, LLC Arizona3
  • LifeStance Health – Hawaii, LLC Delaware3
  • LifeStance Health – Louisiana, LLC Delaware3
  • LifeStance Health – Mississippi, LLC Delaware3
  • LifeStance Health – Montana, LLC Delaware3
  • LifeStance Health – Nebraska, LLC Delaware3
  • LifeStance Health – New Mexico, LLC Delaware3
  • LifeStance Health – Vermont, LLC Delaware3
  • LifeStance Health – Wyoming, LLC Delaware3
  • LifeStance Health, Inc. Delaware3
  • LifeStance TopCo, L.P. Delaware3
  • LifeStance Ultimate Holdings, Inc. Delaware3
  • Lynnwood Intermediate Holdings, Inc. Delaware3
All 29 listed subsidiaries
  • Orlando Behavioral Healthcare Corporation Florida3
  • Personal Recovery Network, LLC Georgia3
  • Portrait Health Properties, Inc. Illinois3
  • Psychological & Behavioral Consultants, LLC Ohio3
  • The Counseling Center of Nashua, Inc. New Hampshire3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 11, 20268-K Other events43
  2. Aug 6, 20268-K Results of operations; Regulation FD disclosure; Other events44
  3. Jul 7, 20268-K Executive or director change45
  4. Jun 4, 20268-K Shareholder vote46
  5. May 12, 20268-K Other events47
  6. May 7, 20268-K Results of operations; Regulation FD disclosure48
  7. Mar 11, 20268-K Executive or director change49
  8. Mar 2, 20268-K Other events50
  9. Feb 25, 20268-K Results of operations; Executive or director change; Regulation FD disclosure51
  10. Nov 6, 20258-K Results of operations; Regulation FD disclosure52
  11. Aug 22, 20258-K Executive or director change53
  12. Aug 7, 20258-K Results of operations; Regulation FD disclosure54
  13. Mar 10, 2025New chief executive David Bourdon becomes CEO12
  14. Sep 9, 2022New chief executive Ken Burdick becomes CEO13
  15. Jun 11, 2021New chief executive Michael K. Lester becomes CEO14

Calendar

Coming up

  1. Nov 5, 2026 · Before the openReports results for the quarter ending Sep/202655

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results44
  2. May 7, 2026Reported quarterly or annual results48
  3. Feb 25, 2026Reported quarterly or annual results51
  4. Nov 6, 2025Reported quarterly or annual results52
  5. Aug 7, 2025Reported quarterly or annual results54
  6. May 7, 2025Reported quarterly or annual results56
  7. Feb 27, 2025Reported quarterly or annual results57
  8. Nov 7, 2024Reported quarterly or annual results58

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

427 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 42 major events, 226 insider forms, 26 large holders, 113 other. The latest 20:

  1. Oct 5, 2026SCHEDULE 13G/A EDGAR
  2. Sep 24, 20264 EDGAR
  3. Sep 15, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  4. Sep 11, 20268-K EDGAR
  5. Sep 10, 2026424B7 EDGAR
  6. Sep 9, 2026424B7 EDGAR
  7. Sep 4, 20264 EDGAR
  8. Sep 4, 20264 EDGAR
  9. Sep 2, 2026144 EDGAR
  10. Aug 26, 20264 EDGAR
  11. Aug 18, 20264 EDGAR
  12. Aug 14, 2026SCHEDULE 13G/A EDGAR
  13. Aug 14, 2026144 EDGAR
  14. Aug 14, 20264 EDGAR
  15. Aug 13, 2026144 EDGAR
  16. Aug 13, 20264 EDGAR
  17. Aug 12, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP EDGAR
  18. Aug 12, 20264 EDGAR
  19. Aug 12, 20264 EDGAR
  20. Aug 11, 2026144 EDGAR

The 427 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

125 open-market trades by officers, directors and large owners since October 2021: 2 buys and 123 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 11, 2026TPG GP A, LLC10% ownerSale18,409,705$12.29$226.3MForm 4
Sep 2, 2026Paunovich VukasinChief Technology OfficerSale42,067$12.87$541.4KForm 4
Aug 14, 2026DeLuca TeresaDirectorSale7,500$12.68$95.1KForm 4
Aug 13, 2026DeLuca TeresaDirectorSale20,441$12.23$250.0KForm 4
Aug 11, 2026Burdick Kenneth ADirectorSale500,000$11.51$5.8MForm 4
Aug 10, 2026TPG GP A, LLC10% ownerSale13,643,207$10.62$144.9MForm 4
Aug 10, 2026Paunovich VukasinChief Technology OfficerSale44,394$10.85$481.7KForm 4
Aug 10, 2026Miller Lisa KChief Operating OfficerSale47,912$10.85$519.8KForm 4
Jun 26, 2026Bessler RobertDirectorSale894,337$10.13$9.1MForm 4
May 12, 2026TPG GP A, LLC10% ownerSale28,281,943$8.02$226.8MForm 4
May 12, 2026Bessler RobertDirectorSale575,034$8.02$4.6MForm 4
May 12, 2026Shuey EricDirectorSale243,362$8.02$2.0MForm 4
May 12, 2026BLACK DARREN M.DirectorSale5,899,661$8.02$47.3MForm 4
May 7, 2026Bessler RobertDirectorSale75,000$8.55$641.2KForm 4
Apr 24, 2026Bessler RobertDirectorSale62,147$7.05$438.1KForm 4
Apr 23, 2026Bessler RobertDirectorSale7,752$7.00$54.3KForm 4
Apr 21, 2026Bessler RobertDirectorSale5,101$7.01$35.8KForm 4
Mar 2, 2026TPG GP A, LLC10% ownerSale20,685,061$7.01$145.0MForm 4
Mar 2, 2026BLACK DARREN M.DirectorSale4,314,939$7.01$30.2MForm 4
Dec 22, 2025Bessler RobertDirectorSale1,701$7.04$12.0KForm 4

All 125 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Kenneth Burdick67$284.6K$7.1M65
2025David Bourdon57$657.7K$6.6M65
2025Ryan McGroartyChief Financial Officer and Treasurer53$412.5K$6.5M65
2025Pablo Pantaleoni$232.1K$3.6M65
2025Ryan Pardo50$350.0K$2.6M65
2025Ann Varanakis48$350.0K$1.8M65
2025Vaughn PaunovichChief Technology Officer55$251.8K$1.8M65
2024Executive Chairperson; Former Chief$600.0K$10.2M65
2024Chief Executive Officer$500.0K$3.4M65
2024Former Chief Digital Officer$425.1K$2.8M65
2024Chief Legal Officer and Secretary$344.8K$2.6M65
2024Chief People Officer$344.8K$1.7M65
2023Executive Officer$623.1K$14.8M65
2023Chief Executive Officer$500.0K$2.4M65
2023Former Chief Digital Officer$415.8K$2.1M65
2023Chief Legal Officer and Secretary$325.4K$1.9M65

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Tpg Gp A, LLC111,744,614$1.2B23.9%−28,281,943
Fmr LLC58,252,466$623.9M0.0%−433,014
BlackRock, Inc.36,348,507$389.3M0.0%+18,213,556
Summit Partners L P23,310,115$249.7M41.0%−5,899,661
Vanguard Portfolio Management LLC13,960,892$149.5M0.0%+4,278,587
Jennison Associates LLC12,077,557$129.4M0.1%+1,848,756
Dimensional Fund Advisors LP11,427,602$122.4M0.0%+1,059,922
Vanguard Capital Management LLC9,735,076$104.3M0.0%+1,826,917
State Street Corp8,228,351$88.1M0.0%+4,134,857
UBS AM, a distinct business unit of UBS ASSET MANAGEMENT AMERICAS LLC5,947,600$63.7M0.0%−144,623
Geode Capital Management, LLC5,592,598$59.9M0.0%+867,444
Morgan Stanley5,021,527$53.8M0.0%+1,580,301
Principal Financial Group Inc3,996,866$42.8M0.0%+919,211
Millennium Management LLC3,606,755$38.6M0.0%+1,707,706
First Eagle Investment Management, LLC3,125,932$33.5M0.0%+1,515,466
Nuveen, LLC3,061,724$32.8M0.0%+850,792
Integral Health Asset Management, LLC3,000,000$32.1M1.3%−1,300,000
Wellington Management Group Llp2,883,371$30.9M0.0%New
Northern Trust Corp2,137,906$22.9M0.0%+603,053
Woodline Partners LP2,068,445$22.2M0.1%+253,224
Barclays PLC2,054,414$22.0M0.0%−711,278
Charles Schwab Investment Management Inc1,979,078$21.2M0.0%+436,973
Mackenzie Financial Corp1,967,647$21.1M0.0%New
Loomis Sayles & Co L P1,882,750$20.2M0.0%+200,419
Goldman Sachs Group Inc1,811,778$19.4M0.0%−274,665

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How LifeStance Health Group, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARLifeStance Health Group, Inc.1
  • CIK0001845257
  • Employer ID (EIN)86-18328014
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)8000 Services-Health Services1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address4800 N. Scottsdale Road, Suite 2500, Scottsdale, AZ 852511
  • Phone602-767-21001
  • Shares outstanding382,055,609 as of Jul 29, 202610
  • Public float$817.2M as of Jun 30, 20254
  • AuditorPricewaterhouseCoopers LLP, Seattle, Washington PCAOB ID 238; it also attests to the company’s internal control over financial reporting4
  • On EDGAR sinceFeb 16, 20211
  • Filings499 in all: 4 (217), 144 (79), 8-K (45), 3 (38), 10-Q (16), 3/A (11), SCHEDULE 13G/A (11), SC 13G/A (9)1
    All 30 form types

    424B7 (8), CORRESP (7), UPLOAD (7), S-8 (6), 10-K (5), 4/A (5), DEF 14A (5), DEFA14A (5), SC 13G (5), ARS (4), DRSLTR (3), DRS/A (2), S-1/A (2), 144/A (1), 424B4 (1), 8-A12B (1), CERT (1), DRS (1), EFFECT (1), S-1 (1), S-3ASR (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Feb 25, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 22, 2026
    Latest 8-K (8-K) Sep 11, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.01 per shareLFSTThe Nasdaq Global Select Market

From the cover page of the 10-K filed Feb 25, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks LifeStance Health Group, Inc. names in Item 1A of its 10-K filed Feb 25, 2026: 48 risks under these headings, as written.4

  • 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 materially harmed.
  • We may not grow at the rates we historically have achieved or at all, even if our key metrics may imply future growth, including if we are unable to successfully execute on our growth initiatives and business strategies.
  • 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.
  • We face competition for experienced clinicians that may increase labor costs and reduce profitability if we are unable to retain clinicians.
  • Our market growth depends on our ability to recruit, acquire and retain clinicians.
  • 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
  • operations, and we may have difficulty integrating any such acquisitions successfully or realizing the anticipated benefits therefrom.
  • We operate in a competitive industry, and if we are not able to compete effectively, our business and financial performance would be harmed.
  • Even if the markets in which we compete achieve our forecasted growth, our business could fail to grow at similar rates, if at all.
  • The federal government and several states have enacted laws restricting the amount out-of-network providers of services can charge and recover for such services.
  • Financial pressures on patients, as well as economic conditions, may adversely affect our patient volume.
The other 37 risks
  • 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.
  • Failure to timely or accurately bill for our services could have a negative impact on our patient service revenue, credit losses and cash flow.
  • We face inspections, reviews, audits and investigations under our commercial payor contracts and pursuant to federal and state programs. These audits could have adverse findings that may negatively affect our business, including our results of operations, liquidity, financial condition and reputation.
  • We are dependent on credentialing our clinicians under our insurance contracts at the time of hire.
  • Our business depends on our ability to effectively invest in, implement improvements to and properly maintain the uninterrupted operation and data integrity of our information technology and other business systems.
  • If we cannot license rights to use technologies on reasonable terms, our ability to provide digital services, including virtual visits, and develop our technology platform would be inhibited.
  • We lease all of our centers and may experience risks relating to lease terminations, lease expense escalators, lease extensions and special charges.
  • We depend on our executive team, and the loss of one or more of our executive officers or key employees or an inability to attract and retain highly skilled employees could harm our business.
  • Litigation, including in connection with commercial disputes or employment claims, against us could be costly and time-consuming to defend.
  • Natural or man-made disasters and other similar events may significantly disrupt our business and negatively impact our business, financial condition and results of operations.
  • We, our clinicians and supported practices may become subject to medical liability claims, which could cause us to incur significant expenses and may require us to pay significant damages if not covered by insurance.
  • 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 or are subject to widespread negative media coverage or social media engagement, our business could suffer.
  • 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.
  • Our quarterly results may fluctuate significantly, which could adversely impact the value of our common stock.
  • Our failure to raise additional capital or generate cash flows necessary to execute our growth strategy in the future could reduce our ability to compete successfully and harm our results of operations.
  • Risks Related to Healthcare and Data Privacy Regulation
  • We conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations or experience adverse publicity, which could have a material adverse effect on our business, results of operations and financial condition.
  • Regulations related to healthcare are evolving and our ability to provide virtual service across regions could be hampered.
  • We are dependent on our relationships with supported practices, which we do not own, to provide healthcare services, and our business would be harmed if those relationships were disrupted or if our arrangements with these entities became subject to legal challenges.
  • 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.
  • If our or our vendors’ security measures fail or are breached and unauthorized access to our employees’, patients’ or partners’ data is obtained, our systems may be perceived as insecure, we may incur significant liabilities, including through private litigation or regulatory action, our reputation may be harmed, and we could lose patients and partners.
  • Our use and disclosure of PII, including PHI, is subject to federal and state privacy and security laws and regulations, and our failure to comply with those regulations or to adequately secure such information we hold could result in significant liability or reputational harm and, in turn, substantial harm to our supported practices, supported clinicians, patient base and revenue.
  • Laws regulating scope of clinician practices and supervision requirements may constrain our ability to grow and meet patient needs.
  • Regulations related to telehealth are still evolving. To the extent regulations become more restrictive, our ability to provide or be reimbursed for certain telehealth services could be impaired.
  • Risks Related to Indebtedness
  • Our existing indebtedness could adversely affect our business and growth prospects.
  • We may not be able to generate sufficient cash flow to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under such indebtedness, which may not be successful.
  • The terms of the 2024 Credit Agreement restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.
  • Risks Related to Our Common Stock
  • Our Principal Stockholders control us, and their interests may conflict with ours or yours.
  • We are a “controlled company” within the meaning of the rules of Nasdaq and, as a result, we qualify for exemptions from certain corporate governance requirements. You will not have the same protections as those afforded to stockholders of companies that are subject to such governance requirements.
  • We have in the past and will continue to incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.
  • We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or fail to maintain an effective system of internal control over financial reporting. If our remediation of the material weaknesses is not effective, or we fail to develop and maintain effective internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired, which could harm our business and negatively impact the value of our common stock.
  • If we fail to maintain effective internal control over financial reporting and effective disclosure controls and procedures, we may not be able to accurately report our financial results in a timely manner or prevent fraud, which may adversely affect investor confidence in our company.
  • Provisions of our corporate governance documents could make an acquisition of our Company more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders.
  • Our amended and restated certificate of incorporation designates courts in the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, and also provide that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”), each of which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, stockholders, or employees.
  • Our amended and restated certificate of incorporation contains a provision renouncing our interest and expectancy in certain corporate opportunities, which could adversely impact our business.
  • Our stock price is volatile, and the value of our common stock may decline.
  • We do not expect to pay any dividends for the foreseeable future.
  • If securities or industry analysts publish unfavorable or inaccurate research about our business, our common stock price and trading volume could decline.

Legal proceedings

From time to time, we are subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these matters cannot be predicted with certainty, we do not believe that the outcome of any of these matters, individually or in the aggregate, will have a material adverse effect on our consolidated financial condition, results of operations, or cash flows.

For a discussion of certain legal proceedings in which we are involved, please read Note 12, Commitments and Contingencies, to our consolidated financial statements included in Part IV, Item 15, of this Annual Report on Form 10-K, which is incorporated into this item by reference.

The opening of Item 3, Legal Proceedings.4

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