Aveanna Healthcare (AVAH) backer sells shares in secondary offering

Rhea-AI Filing Summary

Aveanna Healthcare Holdings, Inc. (AVAH) had a major shareholder, J.H. Whitney Equity Partners VII, LLC, report significant sales of common stock through affiliated entities. On August 20–21, 2026, entities associated with this reporting person sold a total of 14,746,077 shares of common stock at $11.50 per share in an underwritten secondary offering, including sales by J.H. Whitney VII, L.P., PSA Healthcare Investment Holding LLC, and PSA Iliad Holdings LLC. After these transactions, J.H. Whitney VII, L.P. and PSA Iliad Holdings LLC reported 0 shares held, the reporting person reported no direct holdings, and the filing states that the reporting person and certain affiliates disclaim beneficial ownership except to the extent of their pecuniary interest.

Insider Trade Summary

Net Seller: 14,746,077 shares

Net Sell 5 txns

Insider J.H. Whitney Equity Partners VII, LLC

Role 10% Owner

Sold 14,746,077 shs ($169.58M)

Type	Security	Shares	Price	Value
Sale	Common Stock, $0.01 par value F5, F1	2,250,000	$11.50	$25.88M
Sale	Common Stock, $0.01 par value F2, F1	10,112,125	$11.50	$116.29M
Sale	Common Stock, $0.01 par value F3, F1	957,918	$11.50	$11.02M
Sale	Common Stock, $0.01 par value F4, F1	1,426,034	$11.50	$16.40M
holding	Common Stock, $0.01 par value	--	--	--

Holdings After Transaction: Common Stock, $0.01 par value — 0 shares (Indirect, By J.H. Whitney VII, L.P.); Common Stock, $0.01 par value — 0 shares (Indirect, By PSA Iliad Holdings LLC); Common Stock, $0.01 par value — 12,315,892 shares (Indirect, By PSA Healthcare Investment Holding LLC); Common Stock, $0.01 par value — 0 shares (Direct)

Footnotes (5)

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," and, collectively with JHW VII and PSA Healthcare, the "Stockholder Entities"). 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 the Stockholder Entities, 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. On August 20, 2026, J.H. Whitney VII, L.P sold 10,112,125 Shares pursuant to an underwritten secondary offering.
3. F3. On August 20, 2026, PSA Healthcare Investment Holding LLC sold 957,918 Shares pursuant to an underwritten secondary offering.
4. F4. On August 20, 2026, PSA Iliad Holdings LLC sold 1,426,034 Shares pursuant to an underwritten secondary offering.
5. F5. On August 21, 2026, PSA Healthcare Investment Holding LLC sold 2,250,000 Shares pursuant to the option to purchase additional Shares in an underwritten secondary offering.

Key Figures

Total shares sold: 14,746,077 shares Sale price per share: $11.50 per share Shares sold by J.H. Whitney VII, L.P.: 10,112,125 shares +5 more

8 metrics

Total shares sold 14,746,077 shares Aggregate net shares sold by affiliated entities on August 20–21, 2026

Sale price per share $11.50 per share Price for all reported common stock sales on August 20–21, 2026

Shares sold by J.H. Whitney VII, L.P. 10,112,125 shares Sold on August 20, 2026 in an underwritten secondary offering

Shares sold by PSA Healthcare Investment Holding LLC on Aug 20 957,918 shares Sold on August 20, 2026 in an underwritten secondary offering

Additional shares sold by PSA Healthcare on Aug 21 2,250,000 shares Sold on August 21, 2026 pursuant to an option in an underwritten secondary offering

Shares sold by PSA Iliad Holdings LLC 1,426,034 shares Sold on August 20, 2026 in an underwritten secondary offering

Shares held by J.H. Whitney VII, L.P. after sale 0 shares Total shares following the August 20, 2026 transaction

Direct holdings by reporting person after transactions 0 shares Direct ownership of Aveanna common stock reported after August 20, 2026

Key Terms

underwritten secondary offering, option to purchase additional Shares, dispositive power, disclaims beneficial ownership, +1 more

5 terms

underwritten secondary offering financial

"sold 10,112,125 Shares pursuant to an underwritten secondary offering"

An underwritten secondary offering is when existing shareholders sell a block of already-issued shares and an investment bank agrees to buy and resell them to the public, guaranteeing the sale will go through. Think of it as a store owner pre-selling a large shipment to a wholesaler who then sells it to customers; for investors, it can increase the number of shares available, affect short-term price pressure, and signal that insiders are taking profits or diversifying holdings.

option to purchase additional Shares financial

"sold 2,250,000 Shares pursuant to the option to purchase additional Shares"

An option to purchase additional shares is a contractual right that lets a holder buy more company stock at a predetermined price and within a set time frame, often tied to a share offering or financing. For investors this matters because it can change ownership percentages and raise cash for the company—like a coupon that lets someone buy extra items at a fixed price, it can dilute existing holders but also stabilize an offering or fund growth.

dispositive power financial

"may be deemed to share voting and dispositive power with respect to shares"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

disclaims beneficial ownership financial

"Each of Equity Partners VII and Strategic Partners VII disclaims beneficial ownership"

pecuniary interest financial

"disclaims beneficial ownership of such securities except to the extent of its pecuniary interest"

FAQ

What insider transactions were reported for AVAH in this Form 4?

The filing reports that entities associated with J.H. Whitney Equity Partners VII, LLC sold an aggregate of 14,746,077 shares of Aveanna Healthcare Holdings, Inc. common stock at $11.50 per share on August 20–21, 2026 in an underwritten secondary offering.

Which J.H. Whitney-related entities sold AVAH shares and how many?

On August 20, 2026, J.H. Whitney VII, L.P. sold 10,112,125 shares, PSA Healthcare Investment Holding LLC sold 957,918 shares, and PSA Iliad Holdings LLC sold 1,426,034 shares. On August 21, 2026, PSA Healthcare Investment Holding LLC sold an additional 2,250,000 shares pursuant to an option.

At what price were the AVAH shares sold in the reported transactions?

All reported sales of Aveanna Healthcare Holdings, Inc. common stock were executed at a price of $11.50 per share, according to the Form 4 transaction data for August 20–21, 2026.

Did the J.H. Whitney-related entities still hold AVAH shares after these sales?

After the August 20, 2026 sales, J.H. Whitney VII, L.P. and PSA Iliad Holdings LLC each reported 0 shares owned. The reporting person also reported 0 shares held directly, with remaining positions, if any, only reflected through other entities noted in the filing.

Was the AVAH insider sale part of an underwritten secondary offering?

Yes. The footnotes state that the August 20, 2026 sales by J.H. Whitney VII, L.P., PSA Healthcare Investment Holding LLC, and PSA Iliad Holdings LLC, and the August 21, 2026 sale by PSA Healthcare, were made pursuant to an underwritten secondary offering, including an option to purchase additional shares.

Does J.H. Whitney Equity Partners VII, LLC claim full beneficial ownership of the AVAH shares?

No. The filing explains that J.H. Whitney Equity Partners VII, LLC and Whitney Strategic Partners VII, L.P. may be deemed to share voting and dispositive power over shares held by certain entities, but each disclaims beneficial ownership except to the extent of its pecuniary interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/24/2026 - 06:27 PM Accepted by SEC EDGAR 08/24/2026 - 06:26 PM Learn about SEC filing dates

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

X

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^*

J.H. Whitney Equity Partners VII, LLC

(Last) (First) (Middle)

212 ELM STREET

(Street)

NEW CANAAN CONNECTICUT 06840

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026

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

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

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

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
Common Stock, $0.01 par value	08/20/2026		S(2)		10,112,125	D	$11.5	0	I	By J.H. Whitney VII, L.P.(1)
Common Stock, $0.01 par value	08/20/2026		S(3)		957,918	D	$11.5	14,565,892	I	By PSA Healthcare Investment Holding LLC(1)
Common Stock, $0.01 par value	08/20/2026		S(4)		1,426,034	D	$11.5	0	I	By PSA Iliad Holdings LLC(1)
Common Stock, $0.01 par value	08/21/2026		S(5)		2,250,000	D	$11.5	12,315,892	I	By PSA Healthcare Investment Holding LLC(1)

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," and, collectively with JHW VII and PSA Healthcare, the "Stockholder Entities"). 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 the Stockholder Entities, 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. On August 20, 2026, J.H. Whitney VII, L.P sold 10,112,125 Shares pursuant to an underwritten secondary offering.

3. On August 20, 2026, PSA Healthcare Investment Holding LLC sold 957,918 Shares pursuant to an underwritten secondary offering.

4. On August 20, 2026, PSA Iliad Holdings LLC sold 1,426,034 Shares pursuant to an underwritten secondary offering.

5. On August 21, 2026, PSA Healthcare Investment Holding LLC sold 2,250,000 Shares pursuant to the option to purchase additional Shares in an underwritten secondary offering.

	/s/ David Zatlukal, Attorney-in-Fact	08/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)