[8-K] Aveanna Healthcare Holdings, Inc. Reports Material Event
Rhea-AI Filing Summary
Aveanna Healthcare Holdings (AVAH) filed an 8-K announcing a Second Amendment to its Amended and Restated Stockholders Agreement and a Board change. The amendment limits executive stock transfers: any sale or transfer of common shares by covered executives requires prior approval by the Compensation Committee and must keep each executive in compliance with the Company’s Stock Ownership Guidelines. “Sell to cover” transactions for exercise price or tax withholding are exempt. The amendment also permits certain Other Stockholders to transfer shares without restriction or consent.
Separately, Christopher Gordon resigned as a Class II director, stating no disagreement with the Company. The Board appointed Sam Weil (age 35), a Bain Capital Principal, as a Class II director and member of the Compensation Committee, serving until the 2026 Annual Meeting. The Board determined he is independent under SEC and Nasdaq rules, and as a Bain affiliate he will not receive director compensation.
Positive
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Insights
Governance update: stricter insider-sale controls and a Board refresh.
The amendment adds a two-pronged gate on executive share sales: Compensation Committee pre-approval and continued compliance with Stock Ownership Guidelines. This can reduce ad hoc insider selling while preserving routine liquidity via the “sell to cover” exemption for tax and exercise obligations. Certain Other Stockholders retain unrestricted ability to transfer shares, which the agreement explicitly permits.
On the Board, a Bain-designated director resigned and was replaced by Sam Weil, who is deemed independent and joins the Compensation Committee. The filing states no related-party transactions requiring disclosure and notes he will not receive compensation as a Bain-affiliated, non-employee director. These are structural governance changes; no direct financial effects are disclosed.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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Item 1.01 Entry Into a Material Definitive Agreement.
On November 13, 2025, Aveanna Healthcare Holdings Inc. (the “Company”) entered into a second amendment (the “Second Amendment”) to that certain Amended and Restated Stockholders Agreement (as amended, the “A&R Stockholders Agreement”) with certain affiliates of Bain Capital L.P. (“Bain”), certain affiliates of J.H. Whitney Capital Partners (“Whitney” and, together with Bain, the “Sponsor Affiliates”) and certain other parties thereto.
Pursuant to the Second Amendment, certain executives of the Company (the “Executives”) that are party to the A&R Stockholders Agreement may only sell, transfer, assign, pledge or otherwise directly or indirectly dispose of (“Transfer”) shares of the Company’s common stock (the “Common Stock”) to the extent that such Transfer (a) is pre-approved by the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) and (b) would not result in such Executive being in non-compliance with the Company’s Stock Ownership Guidelines. Transfers made in connection with “sell to cover” or similar transactions intended to satisfy the exercise price or tax withholding obligations of equity awards held by an Executive are exempt from the above-described restrictions on Transfers. The Second Amendment further provides that certain Other Stockholders (as defined in the A&R Stockholders Agreement) may Transfer shares of Common Stock without restriction or the consent of any other person.
The foregoing description of the Second Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 13, 2025, Christopher Gordon informed the Board of his decision to resign from his position as a Class II director of the Board, effective immediately. The decision by Mr. Gordon to resign from the Board was not the result of any disagreement with the Company on any matter regarding the Company’s operations, policies or practices.
Additionally, on November 13, 2025, the Board appointed Sam Weil to serve as a Class II director to fill the vacancy created by Mr. Gordon’s resignation. Mr. Weil will serve as a director until the Company’s 2026 Annual Meeting of Stockholders and until his successor shall have been elected and qualified, subject to his earlier death, resignation, retirement, disqualification or removal. Mr. Weil will also serve as a member of the Compensation Committee. The Board has determined that Mr. Weil is “independent” under the applicable rules of the U.S. Securities and Exchange Commission and the Nasdaq listing standards.
Mr. Weil, age 35, joined Bain in 2015, where he currently serves as a Principal and member of the North America private equity team focused on investments in the Healthcare sub-sectors including healthcare delivery and life sciences. Prior to joining Bain Capital, he was a management consultant at McKinsey & Company, where he focused primarily on strategy and operations for clients across the healthcare industry.
Mr. Weil was appointed to the Board as a Class II director in accordance with the A&R Stockholders Agreement, pursuant to which the Company has committed to take necessary action to appoint a director designated by Bain to fill a vacancy created due to the departure of a director previously designated by Bain, subject to certain equity ownership levels.
Since the beginning of the Company’s last fiscal year, there have been no transactions, and there are no currently proposed transactions, to which the Company was or is a participant and in which Mr. Weil had or is to have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K.
As a non-employee director who is affiliated with Bain, Mr. Weil will not receive compensation in accordance with the Company’s current non-employee director compensation policy.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
10.1 |
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Second Amendment to the Amended and Restated Stockholders Agreement entered into on November 13, 2025 |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AVEANNA HEALTHCARE HOLDINGS INC. |
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Date: |
November 14, 2025 |
By: |
/s/ Jeff Shaner |
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Jeff Shaner |
FAQ
What governance change did Aveanna (AVAH) make to executive share sales?
Who resigned from Aveanna’s Board and was there a disagreement?
Who joined Aveanna’s Board and what is his role?
Is the new director considered independent?
Will Sam Weil receive director compensation at Aveanna (AVAH)?
Are any stockholders exempt from transfer restrictions?
