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

J.H. Whitney VII sells 8,346,059 Aveanna shares at $9 on 10/21/2025

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Aveanna Healthcare (AVAH): insider sale reported. A reporting person affiliated with J.H. Whitney disclosed that J.H. Whitney VII, L.P. sold 8,346,059 shares of Aveanna common stock at $9 per share on 10/21/2025 in an underwritten secondary offering.

Following the transaction, 20,544,696 shares were reported as beneficially owned indirectly by J.H. Whitney VII, L.P. Additional indirect holdings were listed as 15,523,809 shares by PSA Healthcare Investment Holdings LLC and 1,426,034 shares by PSA Iliad Holdings LLC. The filing notes shared voting and dispositive power across related entities as described in the ownership structure.

Positive

  • None.

Negative

  • None.

Insights

Large insider sale via underwritten secondary; ownership rebalanced among affiliated entities, no operational changes disclosed.

J.H. Whitney VII, L.P. sold 8,346,059 shares of Aveanna Healthcare Holdings, Inc. (AVAH) on October 21, 2025 at $9 per share through an underwritten secondary offering. This was reported on Form 4 by a person identified as a director. The filing indicates indirect ownership structures involving J.H. Whitney VII, L.P., PSA Healthcare Investment Holdings LLC, and PSA Iliad Holdings LLC, with standard disclaimers of beneficial ownership beyond pecuniary interests.

Following the transaction, reported indirect holdings are 20,544,696 shares by J.H. Whitney VII, L.P., 15,523,809 shares by PSA Healthcare Investment Holdings LLC, and 1,426,034 shares by PSA Iliad Holdings LLC. A secondary offering reflects resale of existing shares, which generally does not change shares outstanding. The disclosure focuses on changes in beneficial ownership, not company operations or capital raising.

Key points to watch are any subsequent filings that update ownership positions or governance roles related to these entities. The sale date is October 21, 2025, with the Form 4 signed on October 23, 2025. Monitoring future Section 16 filings can clarify whether this marks a continued reduction or a one-time block sale.

Insider J.H. Whitney Equity Partners VII, LLC
Role 10% Owner
Sold 8,346,059 shs ($75.11M)
Type Security Shares Price Value
Sale Common Stock, $0.01 par value 8,346,059 $9.00 $75.11M
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 — 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 (2)
  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 October 21, 2025, J.H. Whitney VII, L.P sold 8,346,059 Shares pursuant to an underwritten secondary offering.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did Aveanna (AVAH) disclose in this Form 4?
An affiliated holder, J.H. Whitney VII, L.P., sold 8,346,059 shares at $9 on 10/21/2025 via an underwritten secondary offering.

What was the sale price of the AVAH shares?
The reported sale price was $9 per share.

How many AVAH shares did the reporting person hold after the sale?
The filing shows 20,544,696 shares beneficially owned indirectly by J.H. Whitney VII, L.P. after the transaction.

Were other indirect holdings disclosed for AVAH?
Yes. 15,523,809 shares by PSA Healthcare Investment Holdings LLC and 1,426,034 shares by PSA Iliad Holdings LLC were listed as indirectly owned.

What was the transaction code on the Form 4?
The transaction was coded S, indicating a sale of securities.

Was this a company primary offering for AVAH?
No. The sale was described as an underwritten secondary offering by the selling holder.
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*
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)
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(1)
Common Stock, $0.01 par value 10/21/2025 S(2) 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 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. On October 21, 2025, J.H. Whitney VII, L.P sold 8,346,059 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.
* 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.

Source: View Original Filing on SEC EDGAR