STOCK TITAN

Aveanna Healthcare (AVAH) holders sell 16.8M shares in offering

(Very High)
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Aveanna Healthcare Holdings, Inc. (AVAH) reported that entities associated with reporting person Robert M. Williams, Jr., a ten percent owner, executed a series of indirect sales of 16,750,002 shares of common stock at $11.50 per share on August 20–21, 2026. According to the footnotes, J.H. Whitney VII, L.P., PSA Healthcare Investment Holding LLC, JHW Iliad Holdings, LLC, JHW Iliad Holdings II, LLC and PSA Iliad Holdings LLC sold these shares in an underwritten secondary offering, including sales pursuant to an option to purchase additional shares. Williams is described as associated with the managing or controlling entities of these stockholder entities and disclaims beneficial ownership of the securities except to the extent of his pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Analyzing...

Insider WILLIAMS ROBERT M JR
Role 10% Owner
Sold 16,750,002 shs ($192.63M)
Type Security Shares Price Value
Sale Common Stock, $0.01 par value F10, F1 2,250,000 $11.50 $25.88M
Sale Common Stock, $0.01 par value F5, F1 10,112,125 $11.50 $116.29M
Sale Common Stock, $0.01 par value F6, F1 957,918 $11.50 $11.02M
Sale Common Stock, $0.01 par value F7, F2 1,813,795 $11.50 $20.86M
Sale Common Stock, $0.01 par value F8, F1 1,426,034 $11.50 $16.40M
Sale Common Stock, $0.01 par value F9, F2, F3 190,130 $11.50 $2.19M
holding Common Stock, $0.01 par value F4 -- -- --
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 JHW Iliad Holdings, LLC); Common Stock, $0.01 par value — 0 shares (Indirect, By PSA Iliad Holdings LLC); Common Stock, $0.01 par value — 0 shares (Indirect, By JHW Iliad Holdings II, 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 (10)
  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. 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 August 20, 2026, J.H. Whitney VII, L.P sold 10,112,125 Shares pursuant to an underwritten secondary offering.
  6. F6. On August 20, 2026, PSA Healthcare Investment Holding LLC sold 957,918 Shares pursuant to an underwritten secondary offering.
  7. F7. On August 20, 2026, JHW Iliad Holdings, LLC sold 1,813,795 Shares pursuant to an underwritten secondary offering.
  8. F8. On August 20, 2026, JHW Iliad Holdings II, LLC sold 190,130 Shares pursuant to an underwritten secondary offering.
  9. F9. On August 20, 2026, PSA Iliad Holdings LLC sold 1,426,034 Shares pursuant to an underwritten secondary offering.
  10. F10. 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.
Total shares sold 16,750,002 shares Aggregate non-derivative sales on August 20–21, 2026
Sale price per share $11.50 per share Price for each reported sale transaction
Shares sold by J.H. Whitney VII, L.P. 10,112,125 shares Underwritten secondary offering on August 20, 2026
Shares sold by PSA Healthcare Investment Holding LLC (Aug 20) 957,918 shares Underwritten secondary offering on August 20, 2026
Shares sold by PSA Healthcare Investment Holding LLC (Aug 21) 2,250,000 shares Pursuant to option to purchase additional shares
Shares sold by JHW Iliad Holdings, LLC 1,813,795 shares Underwritten secondary offering on August 20, 2026
Shares sold by PSA Iliad Holdings LLC 1,426,034 shares Underwritten secondary offering on August 20, 2026
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.
disclaims beneficial ownership financial
"disclaims beneficial ownership of such securities except to the extent"
voting and dispositive power financial
"may be deemed to share voting and dispositive power with respect"
pecuniary interest financial
"except to the extent of its pecuniary interest therein"
indirect ownership financial
"ownership_type": "indirect""

FAQ

What insider activity did AVAH disclose for Robert M. Williams, Jr. on this Form 4?

The filing reports indirect sales of 16,750,002 shares of Aveanna common stock on August 20–21, 2026 at $11.50 per share, executed by several affiliated entities in an underwritten secondary offering.

Which entities sold Aveanna (AVAH) shares in this Form 4 transaction?

The sellers were J.H. Whitney VII, L.P., PSA Healthcare Investment Holding LLC, JHW Iliad Holdings, LLC, JHW Iliad Holdings II, LLC and PSA Iliad Holdings LLC, each reported as indirectly associated with Robert M. Williams, Jr.

What was the sale price of the Aveanna (AVAH) shares reported in this Form 4?

All reported sales of Aveanna common stock were at $11.50 per share, in connection with an underwritten secondary offering and an option to purchase additional shares.

How many Aveanna (AVAH) shares did J.H. Whitney VII, L.P. sell?

On August 20, 2026, J.H. Whitney VII, L.P. sold 10,112,125 shares of Aveanna common stock at $11.50 per share pursuant to an underwritten secondary offering, with reported indirect ownership.

Did Robert M. Williams, Jr. personally sell Aveanna (AVAH) shares in this filing?

The sales were made by affiliated entities, and the filing states that Robert M. Williams, Jr. may be deemed to share voting and dispositive power but disclaims beneficial ownership except to the extent of his pecuniary interest.

Were the Aveanna (AVAH) insider sales made under a Rule 10b5-1 trading plan?

The document-level Rule 10b5-1 checkbox is false, indicating the reported transactions were not affirmed as being made pursuant to a Rule 10b5-1 trading plan.

What is the nature of ownership for the Aveanna (AVAH) shares sold in this Form 4?

All reported sale transactions are classified as indirect ownership, with the Aveanna shares held by various stockholder entities such as PSA Healthcare Investment Holding LLC and JHW Iliad entities.

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SEC Form 4
FORM 4UNITED 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*
WILLIAMS ROBERT M JR

(Last)(First)(Middle)
C/O J.H. WHITNEY CAPITAL PARTNERS, LLC
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)
DirectorX10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, $0.01 par value0D(4)
Common Stock, $0.01 par value08/20/2026S(5)10,112,125D$11.50IBy J.H. Whitney VII, L.P.(1)
Common Stock, $0.01 par value08/20/2026S(6)957,918D$11.514,565,892IBy PSA Healthcare Investment Holding LLC(1)
Common Stock, $0.01 par value08/20/2026S(7)1,813,795D$11.50IBy JHW Iliad Holdings, LLC(2)
Common Stock, $0.01 par value08/20/2026S(8)1,426,034D$11.50IBy PSA Iliad Holdings LLC(1)
Common Stock, $0.01 par value08/20/2026S(9)190,130D$11.50IBy JHW Iliad Holdings II, LLC(2)(3)
Common Stock, $0.01 par value08/21/2026S(10)2,250,000D$11.512,315,892IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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. 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 August 20, 2026, J.H. Whitney VII, L.P sold 10,112,125 Shares pursuant to an underwritten secondary offering.
6. On August 20, 2026, PSA Healthcare Investment Holding LLC sold 957,918 Shares pursuant to an underwritten secondary offering.
7. On August 20, 2026, JHW Iliad Holdings, LLC sold 1,813,795 Shares pursuant to an underwritten secondary offering.
8. On August 20, 2026, JHW Iliad Holdings II, LLC sold 190,130 Shares pursuant to an underwritten secondary offering.
9. On August 20, 2026, PSA Iliad Holdings LLC sold 1,426,034 Shares pursuant to an underwritten secondary offering.
10. 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-Fact08/24/2026
** Signature of Reporting PersonDate
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)