AVAH Form 4 shows secondary sales by affiliates at $9

Rhea-AI Filing Summary

Aveanna Healthcare (AVAH): Form 4 discloses secondary sales by affiliated holders. On October 21, 2025, entities affiliated with the reporting person sold Aveanna common stock in an underwritten secondary offering at $9 per share. The disclosed sales included 8,346,059 shares by J.H. Whitney VII, L.P., 1,497,018 shares by JHW Iliad Holdings LLC, and 156,923 shares by JHW Iliad Holdings II LLC.

Following these transactions, the filing lists beneficial ownership positions such as 20,544,696 shares for J.H. Whitney VII, L.P., 15,523,809 shares for PSA Healthcare Investment Holdings LLC, 3,685,068 shares for JHW Iliad Holdings LLC, and 386,284 shares for JHW Iliad Holdings II LLC.

Insights

Capital markets analyst

Insider-affiliated holders sold shares in a secondary; neutral impact.

The filing shows sales by funds affiliated with the reporting person via an underwritten secondary at $9 on October 21, 2025. The largest disclosed sale was 8,346,059 shares by J.H. Whitney VII, L.P., alongside 1,497,018 and 156,923 by related Iliad entities.

These are shareholder-to-market transactions, not an issuance by the company. Listed post-transaction positions remain sizable, including 20,544,696 shares for J.H. Whitney VII, L.P. and 15,523,809 for PSA Healthcare Investment Holdings LLC.

Actual trading impact depends on market absorption and any future disposal decisions by holders; timing beyond the reported date is not provided in this excerpt.

Insider Trade Summary

Net Seller: 10,000,000 shares

Net Sell 6 txns

Insider WILLIAMS ROBERT M JR

Role 10% Owner

Sold 10,000,000 shs ($90.00M)

Type	Security	Shares	Price	Value
Sale	Common Stock, $0.01 par value	8,346,059	$9.00	$75.11M
Sale	Common Stock, $0.01 par value	1,497,018	$9.00	$13.47M
Sale	Common Stock, $0.01 par value	156,923	$9.00	$1.41M
holding	Common Stock, $0.01 par value	--	--	--
holding	Common Stock, $0.01 par value	--	--	--
holding	Common Stock, $0.01 par value	--	--	--

Holdings After Transaction: Common Stock, $0.01 par value — 20,544,696 shares (Indirect, By J.H. Whitney VII, L.P.); Common Stock, $0.01 par value — 3,685,068 shares (Indirect, By JHW Iliad Holdings LLC); Common Stock, $0.01 par value — 386,284 shares (Indirect, By JHW Iliad Holdings II LLC); Common Stock, $0.01 par value — 0 shares (Direct); Common Stock, $0.01 par value — 15,523,809 shares (Indirect, By PSA Healthcare Investment Holdings LLC); Common Stock, $0.01 par value — 1,426,034 shares (Indirect, By PSA Iliad Holdings LLC)

Footnotes (7)

1. F1. J.H. Whitney Equity Partners VII, LLC ("Equity Partners VII") is the general partner of J.H. Whitney VII, L.P. ("JHW VII") and Whitney Strategic Partners VII, L.P. ("Strategic Partners VII"). Strategic Partners VII is the managing member of each of PSA Healthcare Investment Holdings LLC ("PSA Healthcare") and PSA Iliad Holdings LLC ("PSA Iliad Holdings"). As a result, Equity Partners VII may be deemed to share voting and dispositive power with respect to shares of common stock, $0.01 par value per share (the "Shares"), held by each of JHW VII, PSA Healthcare and PSA Iliad Holdings, and Strategic Partners VII may be deemed to share voting and dispositive power with respect to the Shares held by each of PSA Healthcare and PSA Iliad Holdings. Each of Equity Partners VII and Strategic Partners VII disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
2. F2. Project Iliad Managing Member, LLC ("Project Iliad") is the managing member of JHW Iliad Holdings LLC ("JHW Iliad"). As a result, Project Iliad may be deemed to share voting and dispositive power with respect to the Shares held by JHW Iliad. Project Iliad disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
3. F3. J.H. Whitney Capital Partners, LLC ("Capital Partners") is the sole member of J.H. Whitney VII Management Co., LLC ("Management Co. VII"), which is the managing member of JHW Iliad Holdings II LLC ("JHW Iliad II," and, collectively with PSA Healthcare, JHW Iliad, and PSA Iliad Holdings, the "Stockholder Entities"). As a result, each of Capital Partners and Management Co. VII may be deemed to share voting and dispositive power with respect to the Shares held by JHW Iliad II. Each of Capital Partners and Management Co. VII disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
4. F4. Robert M. Williams, Jr is a Managing Member of Equity Partners VII, a Member of Project Iliad and a Senior Managing Director of Capital Partners. As a result, the undersigned may be deemed to share voting and dispositive power with respect to the Shares held by the Stockholder Entities. The undersigned disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
5. F5. On October 21, 2025, J.H. Whitney VII, L.P sold 8,346,059 Shares pursuant to an underwritten secondary offering.
6. F6. On October 21, 2025, JHW Iliad Holdings LLC sold 1,497,018 Shares pursuant to an underwritten secondary offering.
7. F7. On October 21, 2025, JHW Iliad Holdings II LLC sold 156,923 Shares pursuant to an underwritten secondary offering.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/23/2025 - 12:06 PM Learn about SEC filing dates

FAQ

What did Aveanna (AVAH) insiders report on this Form 4?

Affiliated stockholders sold Aveanna common shares in an underwritten secondary offering on October 21, 2025 at $9 per share.

How many AVAH shares were sold by each affiliated holder?

J.H. Whitney VII, L.P. sold 8,346,059 shares; JHW Iliad Holdings LLC sold 1,497,018 shares; JHW Iliad Holdings II LLC sold 156,923 shares.

What price was received for the AVAH shares sold?

The reported sales were executed at $9 per share.

What are the reported post-transaction holdings?

Listed holdings include 20,544,696 shares (J.H. Whitney VII, L.P.), 15,523,809 (PSA Healthcare Investment Holdings LLC), 3,685,068 (JHW Iliad Holdings LLC), and 386,284 (JHW Iliad Holdings II LLC).

Was this a primary or secondary transaction for AVAH?

The sales were part of an underwritten secondary offering by selling stockholder entities.

Who is the reporting person connected to these entities?

The filing identifies affiliations including J.H. Whitney entities; relationships and disclaimers of beneficial ownership are detailed in the notes.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WILLIAMS ROBERT M JR

(Last) (First) (Middle)

C/O J.H. WHITNEY CAPITAL PARTNERS, LLC

212 ELM STREET

(Street)

NEW CANAAN CT 06840

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Aveanna Healthcare Holdings, Inc. [ AVAH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value								0	D(4)
Common Stock, $0.01 par value	10/21/2025		S(5)		8,346,059	D	$9	20,544,696	I	By J.H. Whitney VII, L.P.(1)
Common Stock, $0.01 par value								15,523,809	I	By PSA Healthcare Investment Holdings LLC(1)
Common Stock, $0.01 par value	10/21/2025		S(6)		1,497,018	D	$9	3,685,068	I	By JHW Iliad Holdings LLC(2)
Common Stock, $0.01 par value								1,426,034	I	By PSA Iliad Holdings LLC(1)
Common Stock, $0.01 par value	10/21/2025		S(7)		156,923	D	$9	386,284	I	By JHW Iliad Holdings II LLC(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. J.H. Whitney Equity Partners VII, LLC ("Equity Partners VII") is the general partner of J.H. Whitney VII, L.P. ("JHW VII") and Whitney Strategic Partners VII, L.P. ("Strategic Partners VII"). Strategic Partners VII is the managing member of each of PSA Healthcare Investment Holdings LLC ("PSA Healthcare") and PSA Iliad Holdings LLC ("PSA Iliad Holdings"). As a result, Equity Partners VII may be deemed to share voting and dispositive power with respect to shares of common stock, $0.01 par value per share (the "Shares"), held by each of JHW VII, PSA Healthcare and PSA Iliad Holdings, and Strategic Partners VII may be deemed to share voting and dispositive power with respect to the Shares held by each of PSA Healthcare and PSA Iliad Holdings. Each of Equity Partners VII and Strategic Partners VII disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

2. Project Iliad Managing Member, LLC ("Project Iliad") is the managing member of JHW Iliad Holdings LLC ("JHW Iliad"). As a result, Project Iliad may be deemed to share voting and dispositive power with respect to the Shares held by JHW Iliad. Project Iliad disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

3. J.H. Whitney Capital Partners, LLC ("Capital Partners") is the sole member of J.H. Whitney VII Management Co., LLC ("Management Co. VII"), which is the managing member of JHW Iliad Holdings II LLC ("JHW Iliad II," and, collectively with PSA Healthcare, JHW Iliad, and PSA Iliad Holdings, the "Stockholder Entities"). As a result, each of Capital Partners and Management Co. VII may be deemed to share voting and dispositive power with respect to the Shares held by JHW Iliad II. Each of Capital Partners and Management Co. VII disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

4. Robert M. Williams, Jr is a Managing Member of Equity Partners VII, a Member of Project Iliad and a Senior Managing Director of Capital Partners. As a result, the undersigned may be deemed to share voting and dispositive power with respect to the Shares held by the Stockholder Entities. The undersigned disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

5. On October 21, 2025, J.H. Whitney VII, L.P sold 8,346,059 Shares pursuant to an underwritten secondary offering.

6. On October 21, 2025, JHW Iliad Holdings LLC sold 1,497,018 Shares pursuant to an underwritten secondary offering.

7. On October 21, 2025, JHW Iliad Holdings II LLC sold 156,923 Shares pursuant to an underwritten secondary offering.

	/s/ David Zatlukal, Attorney-in-Fact	10/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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