J.H. Whitney entities tied to Aveanna (AVAH) sell 7M shares but retain large stakes

Rhea-AI Filing Summary

Aveanna Healthcare Holdings, Inc. insider filing shows investment entities associated with Robert M. Williams Jr. executed open-market sales of a combined 7,000,000 shares of common stock at $6.24 per share on June 3, 2026. These sales were made indirectly through J.H. Whitney–affiliated entities, not by Williams personally, and he disclaims beneficial ownership beyond his pecuniary interest. After the transactions, indirect holdings reported include 13,450,547 shares held by J.H. Whitney VII, L.P., 2,412,602 shares held by JHW Iliad Holdings LLC, and 252,899 shares held by JHW Iliad Holdings II LLC, alongside other indirect positions.

Insights

Equity ownership & governance analyst

Large fund-linked entities sold 7M Aveanna shares but retain sizable stakes.

Entities affiliated with J.H. Whitney sold a net 7,000,000 Aveanna common shares at $6.24 on June 3, 2026, all classified as open-market or private sales. The reporting person, Robert M. Williams Jr., is a ten percent owner but holds these positions indirectly through several investment vehicles.

Footnotes state the entities and Williams may be deemed to share voting and dispositive power over these shares yet each disclaims beneficial ownership except for their pecuniary interest. This indicates the trades are fund-level decisions rather than personal portfolio moves by Williams.

Despite the sizeable sale, the filing still shows significant indirect ownership, including 13,450,547 shares at J.H. Whitney VII, L.P. and over 2.4 million shares at JHW Iliad Holdings LLC. The entities therefore continue to have substantial exposure to Aveanna, and the transactions appear as partial profit-taking or rebalancing rather than a full exit, based solely on the disclosed share counts.

Insider Trade Summary

Net Seller: 7,000,000 shares

Net Sell 6 txns

Insider WILLIAMS ROBERT M JR

Role 10% Owner

Sold 7,000,000 shs ($43.68M)

Type	Security	Shares	Price	Value
Sale	Common Stock, $0.01 par value	5,842,240	$6.24	$36.46M
Sale	Common Stock, $0.01 par value	1,047,913	$6.24	$6.54M
Sale	Common Stock, $0.01 par value	109,847	$6.24	$685K
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 — 13,450,547 shares (Indirect, By J.H. Whitney VII, L.P.); Common Stock, $0.01 par value — 2,412,602 shares (Indirect, By JHW Iliad Holdings LLC); Common Stock, $0.01 par value — 252,899 shares (Indirect, By JHW Iliad Holdings II LLC); Common Stock, $0.01 par value — 0 shares (Direct); Common Stock, $0.01 par value — 15,523,810 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 (4)

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.

Key Figures

Total shares sold: 7,000,000 shares Sale price: $6.24 per share Shares after transaction (J.H. Whitney VII, L.P.): 13,450,547 shares +4 more

7 metrics

Total shares sold 7,000,000 shares Net open-market or private sales on June 3, 2026

Sale price $6.24 per share Price for Aveanna common stock sales on June 3, 2026

Shares after transaction (J.H. Whitney VII, L.P.) 13,450,547 shares Indirect holdings of Aveanna common stock following sales

Shares after transaction (JHW Iliad Holdings LLC) 2,412,602 shares Indirect holdings after open-market sale

Shares after transaction (JHW Iliad Holdings II LLC) 252,899 shares Indirect holdings after open-market sale

Indirect holding (PSA Iliad Holdings LLC) 1,426,034 shares Reported indirect Aveanna common stock holdings

Indirect holding (PSA Healthcare Investment Holdings LLC) 15,523,810 shares Reported indirect Aveanna common stock holdings

Key Terms

open-market sale, indirect ownership, beneficial ownership, pecuniary interest, +1 more

5 terms

open-market sale financial

"Sale in open market or private transaction"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

indirect ownership financial

"ownership_type: indirect, nature_of_ownership: By JHW Iliad Holdings LLC"

beneficial ownership financial

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

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

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

ten percent owner financial

"is_ten_percent_owner: 1 for reporting person Robert M. Williams Jr"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/05/2026 - 11:31 AM Accepted by SEC EDGAR 06/05/2026 - 11:30 AM Learn about SEC filing dates

FAQ

What did Aveanna (AVAH) insider-related entities do in this Form 4?

Entities associated with Robert M. Williams Jr. sold 7,000,000 Aveanna common shares at $6.24 on June 3, 2026. These were open-market or private sales executed through J.H. Whitney–affiliated investment vehicles, not direct personal trades by Williams.

At what price were the Aveanna (AVAH) shares sold in this insider filing?

The disclosed sales occurred at $6.24 per share. Multiple J.H. Whitney–linked entities executed open-market or private transactions at that price on June 3, 2026, resulting in a combined sale of 7,000,000 Aveanna common shares.

How many Aveanna (AVAH) shares did the insider-related entities sell in total?

The filing reports total net sales of 7,000,000 shares of Aveanna common stock. This total comes from three open-market or private sale transactions recorded for J.H. Whitney–affiliated entities on June 3, 2026, as summarized in the transaction totals section.

Do the entities tied to Robert M. Williams Jr. still hold Aveanna (AVAH) shares after these sales?

Yes. After the sales, reported indirect holdings include 13,450,547 shares at J.H. Whitney VII, L.P., 2,412,602 shares at JHW Iliad Holdings LLC, and 252,899 shares at JHW Iliad Holdings II LLC, plus additional indirect positions through other entities.

Are the Aveanna (AVAH) transactions direct trades by Robert M. Williams Jr. personally?

No. The shares are held through multiple J.H. Whitney–affiliated entities, and Williams is linked as a managing member or senior managing director. The footnotes state he disclaims beneficial ownership except to the extent of his pecuniary interest in these vehicles.

What types of ownership are reported for Aveanna (AVAH) in this Form 4?

The Form 4 shows mainly indirect ownership via LLCs and limited partnerships, plus a direct position that is listed as zero after the reporting date. Each entity’s share count is separately disclosed, with related management and beneficial ownership disclaimers in the footnotes.

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 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)
06/03/2026

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(4)
Common Stock, $0.01 par value	06/03/2026		S		5,842,240	D	$6.24	13,450,547	I	By J.H. Whitney VII, L.P.(1)
Common Stock, $0.01 par value								15,523,810	I	By PSA Healthcare Investment Holdings LLC(1)
Common Stock, $0.01 par value	06/03/2026		S		1,047,913	D	$6.24	2,412,602	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	06/03/2026		S		109,847	D	$6.24	252,899	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.

	/s/ David Zatlukal, Attorney-in-Fact	06/05/2026
	** 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)