Aveanna Healthcare Holdings Inc. has large shareholders affiliated with J.H. Whitney reporting their beneficial ownership of common stock. PSA Healthcare Investment Holding LLC reports 15,523,810 shares, or 7.13% of the class, while J.H. Whitney VII, L.P. reports 10,112,123 shares, or 4.64%. Three additional J.H. Whitney–related entities hold smaller stakes ranging from 0.09% to 0.83%.
The J.H. Whitney parties and funds advised by Bain Capital Investors, LLC are parties to a Stockholders Agreement to coordinate director voting and transfers. Under Section 13(d) group rules, this combined group may be deemed to beneficially own 110,666,770 shares, or 50.82% of Aveanna’s common stock, though the reporting entities expressly disclaim beneficial ownership of shares held by the others and of any shares attributed solely by the agreement.
PSA Healthcare Investment Holding LLC ownership15,523,810 shares (7.13%)Beneficial ownership of Aveanna common stock reported with sole voting and dispositive power
J.H. Whitney VII, L.P. ownership10,112,123 shares (4.64%)Beneficial ownership of Aveanna common stock with sole voting and dispositive power
PSA Iliad Holdings LLC ownership1,426,034 shares (0.65%)Beneficial ownership percentage of Aveanna common stock
JHW Iliad Holdings LLC ownership1,813,795 shares (0.83%)Beneficial ownership of Aveanna common stock
JHW Iliad Holdings II LLC ownership190,130 shares (0.09%)Beneficial ownership of Aveanna common stock
Potential group holdings with Bain Capital110,666,770 shares (50.82%)Deemed beneficial ownership of Aveanna common stock under Section 13(d) and Rule 13d-3
Key Terms
beneficial owner, sole voting power, Stockholders Agreement, Section 13(d), +1 more
5 terms
beneficial ownerfinancial
"PSA Healthcare Investment Holding LLC is the beneficial owner of 15,523,810 shares."
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
sole voting powerfinancial
"Sole Voting Power 15,523,810.00 6 | Shared Voting Power 0.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
Stockholders Agreementfinancial
"parties to a stockholders' agreement (the "Stockholders Agreement") with respect to their"
Section 13(d)regulatory
"constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934"
Rule 13d-3regulatory
"common stock, calculated pursuant to Rule 13d-3."
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
How much of Aveanna Healthcare (AVAH) does PSA Healthcare Investment Holding LLC own?
PSA Healthcare Investment Holding LLC reports beneficial ownership of 15,523,810 shares of Aveanna Healthcare common stock, representing 7.13% of the outstanding class, with sole voting and dispositive power over all of these shares.
What is J.H. Whitney VII, L.P.’s stake in Aveanna Healthcare (AVAH)?
J.H. Whitney VII, L.P. is reported as the beneficial owner of 10,112,123 shares of Aveanna Healthcare common stock, equal to 4.64% of the class, and holds sole voting and sole dispositive power over these shares.
What combined ownership may the J.H. Whitney and Bain Capital group have in Aveanna (AVAH)?
Under Section 13(d) group analysis, the J.H. Whitney parties together with the Bain Capital parties may be deemed to beneficially own 110,666,770 shares of Aveanna Healthcare, representing approximately 50.82% of its common stock, calculated pursuant to Rule 13d-3.
Do the J.H. Whitney entities and Bain Capital coordinate voting in Aveanna Healthcare (AVAH)?
Yes. A Stockholders Agreement among the J.H. Whitney parties and the Bain Capital parties requires them to vote their Aveanna common stock in favor of each other’s director nominees and to coordinate transfers of their shares.
Does any other person control dividends from the Aveanna (AVAH) shares owned by the J.H. Whitney entities?
No. The filing states that no other person has the right to receive or direct the receipt of dividends or sale proceeds from the Aveanna common stock owned by the listed J.H. Whitney entities.
Do the J.H. Whitney entities claim to be a group for Aveanna (AVAH) stock?
Each of PSA Healthcare Investment Holding LLC, J.H. Whitney VII, L.P. and the related entities disclaims the existence of a group among themselves regarding Aveanna stock and disclaims beneficial ownership of shares held by the others.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Aveanna Healthcare Holdings Inc.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
05356F105
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
05356F105
1
Names of Reporting Persons
PSA Healthcare Investment Holding LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
15,523,810.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
15,523,810.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,523,810.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.13 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
05356F105
1
Names of Reporting Persons
J.H. Whitney VII, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
10,112,123.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
10,112,123.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,112,123.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.64 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
05356F105
1
Names of Reporting Persons
PSA Iliad Holdings LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,426,034.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,426,034.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,426,034.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.65 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
05356F105
1
Names of Reporting Persons
JHW Iliad Holdings LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,813,795.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,813,795.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,813,795.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.83 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
05356F105
1
Names of Reporting Persons
JHW Iliad Holdings II LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
190,130.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
190,130.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
190,130.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.09 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Aveanna Healthcare Holdings Inc.
(b)
Address of issuer's principal executive offices:
400 Interstate North Parkway, SE, Suite 1600, Atlanta, GA 30339
Item 2.
(a)
Name of person filing:
i) PSA Healthcare Investment Holding LLC is a Delaware limited liability company whose managing member is Whitney Strategic Partners VII, L.P., a Delaware limited partnership. The name of the general partner of Whitney Strategic Partners VII, L.P. is J.H. Whitney Equity Partners VII, LLC, a Delaware limited liability company, whose business address is 212 Elm Street, New Canaan, CT 06840. Paul R. Vigano and Robert M. Williams, Jr., the business address of each of whom is 212 Elm Street, New Canaan, CT 06840, are the members of J.H. Whitney Equity Partners VII, LLC.
(ii) J.H. Whitney VII, L.P. is a Delaware limited partnership whose general partner is J.H. Whitney Equity Partners VII, LLC, a Delaware limited liability company, whose business address is 212 Elm Street, New Canaan, CT 06840. Paul R. Vigano and Robert M. Williams, Jr., the business address of each of whom is 212 Elm Street, New Canaan, CT 06840, are the members of J.H. Whitney Equity Partners VII, LLC.
(iii) PSA Iliad Holdings LLC is a Delaware limited liability company whose managing member is Whitney Strategic Partners VII, L.P., a Delaware limited partnership. The name of the general partner of Whitney Strategic Partners VII, L.P. is J.H. Whitney Equity Partners VII, LLC, a Delaware limited liability company, whose business address is 212 Elm Street, New Canaan, CT 06840. Paul R. Vigano and Robert M. Williams, Jr., the business address of each of whom is 212 Elm Street, New Canaan, CT 06840, are the members of J.H. Whitney Equity Partners VII, LLC.
(iv) JHW Iliad Holdings LLC is a Delaware limited liability company whose managing member is Project Iliad Managing Member, LLC, a Delaware limited liability company, whose business address is 212 Elm Street, New Canaan, CT 06840. Paul R. Vigano and Robert M. Williams, Jr., the business address of each of whom is 212 Elm Street, New Canaan, CT 06840, are members of Project Iliad Managing Member, LLC.
(v) JHW Iliad Holdings II LLC is a Delaware limited liability company whose managing member is J.H. Whitney VII Management Co., LLC, a Delaware limited liability company. The sole member of J.H. Whitney VII Management Co., LLC is J.H. Whitney Capital Partners, LLC, a Delaware limited liability company, whose business address is 212 Elm Street, New Canaan, CT 06840. Paul R. Vigano and Robert M. Williams, Jr., the business address of each of whom is 212 Elm Street, New Canaan, CT 06840, are the members of J.H. Whitney Capital Partners, LLC.
(b)
Address or principal business office or, if none, residence:
(i) PSA Healthcare Investment Holding LLC
212 Elm Street
New Canaan, CT 06840
(ii) J.H. Whitney VII, L.P.
212 Elm Street
New Canaan, CT 06840
(iii) PSA Iliad Holdings LLC
212 Elm Street
New Canaan, CT 06840
(iv) JHW Iliad Holdings LLC
212 Elm Street
New Canaan, CT 06840
(v) JHW Iliad Holdings II LLC
212 Elm Street
New Canaan, CT 06840
(c)
Citizenship:
(i) PSA Healthcare Investment Holding LLC is a Delaware limited liability company. Its managing member is a Delaware limited partnership whose general partner is a Delaware limited liability company. All of the individual members of such general partner are citizens of the United States.
(ii) J.H. Whitney VII, L.P. is a Delaware limited partnership. Its general partner is a Delaware limited liability company. All of the individual members of such general partner are citizens of the United States.
(iii) PSA Iliad Holdings LLC is a Delaware limited liability company. Its managing member is a Delaware limited partnership whose general partner is a Delaware limited liability company. All of the individual members of such general partner are citizens of the United States.
(iv) JHW Iliad Holdings LLC is a Delaware limited liability company. Its managing member is a Delaware limited liability company. All of the individual members of the managing member are citizens of the United States.
(v) JHW Iliad Holdings II LLC is a Delaware limited liability company. Its managing member is a Delaware limited liability company. The sole member of such managing member is a Delaware limited liability company. All of the individual members of such sole member are citizens of the United States.
(d)
Title of class of securities:
Common Stock, $.01 Par Value
(e)
CUSIP No.:
05356F105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
i) PSA Healthcare Investment Holding LLC is the beneficial owner of 15,523,810 shares. 1
(ii) J.H. Whitney VII, L.P. is the beneficial owner of 10,112,123 shares.1
(iii) PSA Iliad Holdings LLC is the beneficial owner of 1,426,034 shares.1
(iv) JHW Iliad Holdings LLC is the beneficial owner of 1,813,795 shares.1
(v) JHW Iliad Holdings II LLC is the beneficial owner of 190,130 shares.1
1 PSA Healthcare Investment Holding LLC, J.H. Whitney VII, L.P., PSA Iliad Holdings LLC, JHW Iliad Holdings LLC and JHW Iliad Holdings II, LLC disclaim the existence of a group with respect to the Common Stock of the issuer, and each disclaims beneficial ownership of the shares of Common Stock owned by the others.
(b)
Percent of class:
(i) 7.13% for PSA Healthcare Investment Holding LLC;
(ii) 4.64% for J.H. Whitney VII, L.P.;
(iii) 0.65% for PSA Iliad Holdings LLC;
(iv) 0.83% for JHW Iliad Holdings LLC; and
(v) 0.09% for JHW Iliad Holdings II LLC.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
15,523,810 shares for PSA Healthcare Investment Holding LLC;
10,112,123 shares for J.H. Whitney VII, L.P.;
1,426,034 shares for PSA Iliad Holdings LLC;
1,813,795 shares for JHW Iliad Holdings LLC; and
190,130 shares for JHW Iliad Holdings II LLC.
(ii) Shared power to vote or to direct the vote:
0 shares for PSA Healthcare Investment Holding LLC;
0 shares for J.H. Whitney VII, L.P.;
0 shares for PSA Iliad Holdings LLC;
0 shares for JHW Iliad Holdings LLC; and
0 shares for JHW Iliad Holdings II LLC.
(iii) Sole power to dispose or to direct the disposition of:
15,523,810 shares for PSA Healthcare Investment Holding LLC;
10,112,123 shares for J.H. Whitney VII, L.P.;
1,426,034 shares for PSA Iliad Holdings LLC;
1,813,795 shares for JHW Iliad Holdings LLC; and
190,130 shares for JHW Iliad Holdings II LLC.
(iv) Shared power to dispose or to direct the disposition of:
0 shares for PSA Healthcare Investment Holding LLC;
0 shares for J.H. Whitney VII, L.P.;
0 shares for PSA Iliad Holdings LLC;
0 shares for JHW Iliad Holdings LLC; and
0 shares for JHW Iliad Holdings II LLC.
PSA Healthcare Investment Holding LLC, J.H. Whitney VII, L.P., PSA Iliad Holdings LLC, JHW Iliad Holdings LLC and JHW Iliad Holdings II, LLC (collectively, the "J.H. Whitney Parties") are, together with the funds and entities advised by Bain Capital Investors, LLC (the "Bain Capital Parties"), parties to a stockholders' agreement (the "Stockholders Agreement") with respect to their respective investments in the Issuer. Among other things, the Stockholders Agreement obligates the J.H. Whitney Parties and the Bain Capital Parties to vote their shares of the Issuer's common stock in favor of each other's director nominees and coordinate transfers of their respective shares of the Issuer's common stock. By virtue of the Stockholders Agreement and the obligations and rights thereunder, the Reporting Persons in this Schedule 13G and the Bain Capital Parties may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Based on available information, such a "group" would be deemed to beneficially own approximately 110,666,770 shares, which represents approximately 50.82% shares of the Issuer's common stock, calculated pursuant to Rule 13d-3. The Reporting Persons expressly disclaim beneficial ownership of, and the responses to Items 5 through 9 of the cover pages to this Schedule 13G do not reflect, any shares of the Issuer's common stock that the Reporting Persons may be deemed to beneficially own solely by reason of the Stockholders Agreement.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
No other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities owned by PSA Healthcare Investment Holding LLC, J.H. Whitney VII, L.P., PSA Iliad Holdings LLC, JHW Iliad Holdings LLC, and JHW Iliad Holdings II LLC.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.