[Form 4] Aveanna Healthcare Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing for Aveanna Healthcare Holdings (AVAH) dated 07/10/2025 discloses ownership changes by 10% owner J.H. Whitney Equity Partners VII, LLC and its affiliated funds.

• No shares are now held directly by the reporting person; all ownership is indirect.
• Indirect holdings remain substantial: 28,890,756 shares via J.H. Whitney VII, L.P.; 15,523,809 shares via PSA Healthcare Investment Holdings LLC; and 1,426,034 shares via PSA Iliad Holdings LLC.
• Two transactions coded “J” (other, no consideration) were recorded on 07/10/2025: in-kind distributions of 64,773 shares from PSA Healthcare and 17,109 shares from PSA Iliad Holdings to their respective members at a price of $0.
• The filing states these distributions were purely structural; the reporting entities disclaim beneficial ownership beyond their economic interest.

No derivative securities were involved and no purchase or sale for cash occurred. The overall economic exposure of the reporting group declined by only 81,882 shares (<0.2% of their prior holding), suggesting a minor internal reallocation rather than a traditional insider sale.

Positive

• None.

Negative

• Minor reduction in 10% holder’s stake through in-kind distributions may hint at future ownership diversification, though current impact is negligible.

Insights

Securities Analyst

TL;DR: Minor in-kind distributions reduce affiliated fund holdings by 0.2%, no cash sale; limited market impact.

The Form 4 shows token share transfers—81,882 shares in total—distributed free of consideration to members of two affiliated LLCs. The reporting person remains a 10%+ holder with more than 45 million shares. Because the transactions are internal and non-monetary, they do not signal a change in investment thesis or near-term liquidity pressure on AVAH shares. Trading volumes and float are effectively unchanged, so I view the disclosure as neutral for valuation.

Corporate Governance Expert

TL;DR: Internal ownership reshuffle; monitoring of 10% owner’s future moves still warranted.

The filing clarifies the complex control chain among J.H. Whitney entities and records small distributions that slightly lower aggregate ownership. While immaterial today, it underscores that a concentrated shareholder continues to exert significant influence (≈33% of basic shares). Investors should watch subsequent filings for larger disposals that could affect governance balance or share overhang.

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
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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 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)
07/10/2025

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(1)
Common Stock, $0.01 par value								28,890,756	I	By J.H. Whitney VII, L.P.(1)
Common Stock, $0.01 par value	07/10/2025		J(2)		64,773	D	$0	15,523,809	I	By PSA Healthcare Investment Holdings LLC(1)
Common Stock, $0.01 par value	07/10/2025		J(3)		17,109	D	$0	1,426,034	I	By PSA Iliad Holdings 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. In-kind distribution from PSA Healthcare to its members.

3. In-kind distribution from PSA Iliad Holdings to its members.

	/s/ David Zatlukal, Attorney-in-Fact	07/11/2025
	** 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.

FAQ

How many Aveanna Healthcare (AVAH) shares does J.H. Whitney now own?

45,840,599 indirect shares across three affiliated entities after the reported transactions.

What type of transactions were reported in the 07/10/2025 Form 4?

Code J transactions—non-cash, in-kind distributions totaling 81,882 AVAH shares.

Did the insider sell Aveanna shares for cash?

No. The shares were transferred at $0 per share; no market sale occurred.

Does J.H. Whitney remain a 10% owner of AVAH?

Yes. Despite the small distribution, aggregate ownership still exceeds the 10% threshold.

Were any derivative securities affected?

No derivative securities were reported in Table II of the filing.