InnovAge Announces Launch of Proposed Secondary Offering of Common Stock by Selling Stockholders

Existing private equity shareholders plan to sell up to 11.5 million InnovAge shares in a secondary stock offering, with no proceeds to the company.

Rhea-AI Summary

InnovAge Holding Corp (INNV) announced that investment funds affiliated with Apax Partners and Welsh, Carson, Anderson & Stowe have launched an underwritten public secondary offering of 10,000,000 shares of InnovAge common stock as selling stockholders.

The selling stockholders also expect to grant underwriters a 30‑day option to purchase up to an additional 1,500,000 shares at the public offering price, less underwriting discounts and commissions. InnovAge is not issuing new shares and will not receive proceeds from the sale, but will bear offering-related costs other than underwriting discounts and commissions. Barclays, Goldman Sachs & Co. LLC and Wells Fargo Securities are joint book‑running managers, and the offering is being made under an effective shelf registration statement on Form S‑3.

Positive

• None.

Negative

• Secondary sale of up to 11.5 million shares may add selling pressure
• InnovAge receives no proceeds from the offering while bearing offering costs

News Explained

The resale covers 10,000,000 shares versus 135,736,393 outstanding; the shelf’s 112,988,070-share ceiling is authorization, not a committed sale.

The proposed secondary resale covers 10,000,000 shares against 135,736,393 shares outstanding as of April 30, 2026; because selling holders—not InnovAge—are transferring existing shares, it does not increase the total share count.

The active Form S-3 permits selling holders to resell up to 112,988,070 shares until July 31, 2029, but that registered ceiling is capacity rather than a commitment to sell all those shares.

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Details

Market Reaction – INNV

$9.59 $10.81 Day Range

$1.31B Market Cap

Following this news, INNV has declined 9.90%, reflecting a notable negative market reaction. Our momentum scanner has triggered 7 alerts so far, indicating moderate trading interest and price volatility. The stock is currently trading at $9.60.

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Market Context

The active S-3 shelf filed July 31 registered up to 112,988,070 shares for resale by selling holders...

Analysis

The active S-3 shelf filed July 31 registered up to 112,988,070 shares for resale by selling holders; today’s 10,000,000-share transaction used that resale structure, and InnovAge stated it would receive no proceeds.

Key Figures

Secondary offering size: 10,000,000 shares Underwriter option: Up to 1,500,000 shares Option period: 30 days

Secondary offering size

10,000,000 shares

Common stock offered by selling stockholders

Underwriter option

Up to 1,500,000 shares

30-day option at the public offering price, less discounts and commissions

Option period

30 days

Additional-share option granted to the underwriters

Key Terms

pace, dual-eligible, underwritten public offering, form s-3, +1 more

5 terms

pace medical

"through the Program of All-inclusive Care for the Elderly (PACE)"

Pace is the speed or rate at which a measurable business activity changes over time — for example sales, hiring, production or regulatory approvals. Investors watch pace like a speedometer: faster or accelerating pace can signal growing momentum and higher future earnings, while a slowing pace can warn of weakening demand or missed targets, affecting revenue forecasts, stock price expectations and risk assessments.

dual-eligible medical

"frail, predominantly dual-eligible seniors"

A dual-eligible person is someone who qualifies for both Medicare (federal health insurance, mainly for older adults) and Medicaid (state-run health coverage for low-income people). For investors, this group matters because their care is paid through a mix of federal and state rules and funding, which affects how health plans, drug makers, and providers get reimbursed and how stable and predictable revenue streams are—think of it like a customer using two different insurance cards that must be coordinated.

underwritten public offering financial

"launch of an underwritten public offering of its common stock"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

form s-3 regulatory

"pursuant to a registration statement on Form S-3"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

shelf registration statement regulatory

"made pursuant to a shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

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DENVER, Sept. 22, 2026 (GLOBE NEWSWIRE) -- InnovAge Holding Corp. (“InnovAge” or the “Company”) (Nasdaq: INNV), an industry leader in providing comprehensive healthcare programs to frail, predominantly dual-eligible seniors through the Program of All-inclusive Care for the Elderly (PACE), today announced the launch of an underwritten public offering of its common stock by investment funds affiliated with Apax Partners and Welsh, Carson, Anderson & Stowe (together, the “Selling Stockholders”). The Selling Stockholders are offering 10,000,000 shares of InnovAge’s common stock pursuant to a registration statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”). The Selling Stockholders also expect to grant the underwriters a 30-day option to purchase up to an additional 1,500,000 shares of InnovAge's common stock at the public offering price, less underwriting discounts and commissions.

InnovAge is not offering any shares of common stock in this offering and will not receive any proceeds from the sale of shares by the Selling Stockholders, but will bear the costs associated with the sale of such shares, other than any underwriting discounts and commissions.

Barclays, Goldman Sachs & Co. LLC and Wells Fargo Securities are acting as joint book-running managers and representatives of the underwriters for the proposed offering.

The offering of these securities is being made pursuant to a shelf registration statement on Form S-3 relating to these securities which has been filed with the SEC and declared effective. The proposed offering will be made only by means of a prospectus supplement and an accompanying prospectus. A copy of the prospectus and prospectus supplement relating to the offering may be obtained, when available, by visiting the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus and prospectus supplement relating to the offering may be obtained if you request it by contacting: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-888-603-5847, or by email at barclaysprospectus@broadridge.com; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 866-471-2526, or by email at prospectus-ny@ny.email.gs.com; or Wells Fargo Securities, 90 South 7^th Street, 5^th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5), or email a request to WFScustomerservice@wellsfargo.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About InnovAge

InnovAge is an industry leader in providing comprehensive healthcare programs to frail, predominantly dual-eligible seniors through the Program of All-inclusive Care for the Elderly (PACE). With a mission of enabling older adults to age independently in their own homes for as long as safely possible, InnovAge’s patient-centered care model is designed to improve the quality of care participants receive while reducing over-utilization of high-cost care settings. InnovAge believes its PACE healthcare model is one in which all constituencies — participants, their families, providers and government payors — “win.” As of June 30, 2026, InnovAge served approximately 8,230 participants across 20 centers in six states.

Forward-Looking Statements – Safe Harbor

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements, including statements related to the offering and about our beliefs and expectations, are based on InnovAge’s management’s beliefs, as well as assumptions made by, and information currently available to, them. Forward-looking statements can be identified by words such as: “anticipate,” “continue,” “intend,” “forward,” “focus,” “plan,” “believe,” “project,” “estimate,” “expect,” “may,” “should,” “will” and other words and terms of similar meaning that do not relate strictly to historical or current facts. Because forward-looking statements are based on expectations as to future events and are not statements of fact, actual results may differ materially from those projected. Important factors that could cause actual results to differ materially from those indicated in the forward-looking statements related to the offering include risks and uncertainties related to the satisfaction of customary closing conditions; and other risk factors identified in our SEC reports, including, our most recent Annual Report on Form 10-K and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K, in each case, as filed with the SEC.

The forward-looking statements in this press release are made by the Company as of the date hereof and are based on information currently available to us. Except as required by law, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, whether as a result of new information, future developments or otherwise.

Investor Contact:
Ryan Kubota
RKubota@InnovAge.com

Media Contact:
press@InnovAge.com

This press release was published by a CLEAR® Verified individual.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who is selling shares in the InnovAge secondary offering and how many?

Investment funds affiliated with Apax Partners and Welsh, Carson, Anderson & Stowe are the selling stockholders. They are offering 10,000,000 shares of InnovAge common stock, with an expected 30‑day option for underwriters to buy up to an additional 1,500,000 shares.

Will InnovAge receive any proceeds from this secondary offering?

InnovAge is not offering any shares in this secondary transaction and will not receive any proceeds from the shares sold by the selling stockholders. The company will bear costs associated with the sale of the shares, except for any underwriting discounts and commissions.

How can investors obtain the prospectus for the InnovAge secondary offering?

Investors may obtain the prospectus and prospectus supplement, when available, by visiting the SEC’s website at www.sec.gov. Copies can also be requested from Barclays Capital (Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, tel 1‑888‑603‑5847, email barclaysprospectus@broadridge.com), Goldman Sachs & Co. LLC (Attention: Prospectus Department, 200 West Street, New York, NY 10282, tel 866‑471‑2526, email prospectus-ny@ny.email.gs.com), or Wells Fargo Securities (90 South 7th Street, 5th Floor, Minneapolis, MN 55402, tel 800‑645‑3751 option #5, email WFScustomerservice@wellsfargo.com).

Which banks are managing the InnovAge secondary offering?

Barclays, Goldman Sachs & Co. LLC and Wells Fargo Securities are acting as joint book‑running managers and representatives of the underwriters for the proposed secondary offering.