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

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

Rhea-AI Filing Summary

Aveanna Healthcare Holdings (AVAH) reported insider transactions on a Form 4 tied to an underwritten secondary sale by J.H. Whitney–affiliated entities on October 21, 2025. Reported sales included 8,346,059 shares by J.H. Whitney VII, L.P., 1,497,018 shares by JHW Iliad Holdings LLC, and 156,923 shares by JHW Iliad Holdings II LLC, each at $9 per share.

Following the transactions, reported indirect beneficial holdings included 20,544,696 shares for J.H. Whitney VII, L.P., 3,685,068 shares for JHW Iliad Holdings LLC, and 386,284 shares for JHW Iliad Holdings II LLC. Additional reported indirect holdings showed 15,523,809 shares by PSA Healthcare Investment Holdings LLC and 1,426,034 shares by PSA Iliad Holdings LLC.

Positive

  • None.

Negative

  • None.

Insights

Large shareholder sold shares via underwritten secondary at $9; non-dilutive; ownership rebalanced across affiliated entities.

The filing shows significant sales on 10/21/2025 by affiliated entities tied to a director/10% owner. J.H. Whitney VII, L.P. sold 8,346,059 shares at $9; JHW Iliad Holdings LLC sold 1,497,018 shares at $9; and JHW Iliad Holdings II LLC sold 156,923 shares at $9, all through an underwritten secondary offering. A secondary offering of existing shares does not issue new stock, so it is non-dilutive to the company.

Post-transaction, the reporting person continues to have indirect beneficial ownership through multiple entities, including 20,544,696 shares by J.H. Whitney VII, L.P., 15,523,809 by PSA Healthcare Investment Holdings LLC, 3,685,068 by JHW Iliad Holdings LLC, 1,426,034 by PSA Iliad Holdings LLC, and 386,284 by JHW Iliad Holdings II LLC. The entities disclaim beneficial ownership beyond pecuniary interest, which is standard in such structures.

This action can increase public float and potentially improve trading liquidity without impacting the issuer’s share count. Watch for any follow-on governance disclosures due to changes in shareholdings and any related 8-K or prospectus supplements linked to the 10/21/2025 underwritten secondary for additional context on seller participation and lock-ups.

Insider VIGANO PAUL R
Role 10% Owner
Sold 10,000,000 shs ($90.00M)
Type Security Shares Price Value
Sale Common Stock, $0.01 par value 8,346,059 $9.00 $75.11M
Sale Common Stock, $0.01 par value 1,497,018 $9.00 $13.47M
Sale Common Stock, $0.01 par value 156,923 $9.00 $1.41M
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 — 3,685,068 shares (Indirect, By JHW Iliad Holdings LLC); Common Stock, $0.01 par value — 386,284 shares (Indirect, By JHW Iliad Holdings II LLC); Common Stock, $0.01 par value — 0 shares (Direct); Common Stock, $0.01 par value — 15,523,809 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 (7)
  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. Paul R. Vigano 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 October 21, 2025, J.H. Whitney VII, L.P sold 8,346,059 Shares pursuant to an underwritten secondary offering.
  6. F6. On October 21, 2025, JHW Iliad Holdings LLC sold 1,497,018 Shares pursuant to an underwritten secondary offering.
  7. F7. On October 21, 2025, JHW Iliad Holdings II LLC sold 156,923 Shares pursuant to an underwritten secondary offering.

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Form 4 Insider Transactions: What Each Field Means →
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*
VIGANO PAUL R
(Last) (First) (Middle)
C/O J.H. WHITNEY CAPITAL PARTNERS, LLC
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(4)
Common Stock, $0.01 par value 10/21/2025 S(5) 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 10/21/2025 S(6) 1,497,018 D $9 3,685,068 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 10/21/2025 S(7) 156,923 D $9 386,284 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. Paul R. Vigano 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 October 21, 2025, J.H. Whitney VII, L.P sold 8,346,059 Shares pursuant to an underwritten secondary offering.
6. On October 21, 2025, JHW Iliad Holdings LLC sold 1,497,018 Shares pursuant to an underwritten secondary offering.
7. On October 21, 2025, JHW Iliad Holdings II LLC sold 156,923 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