Aveanna Healthcare Holdings Inc. (AVAH) received an updated ownership report on a Schedule 13G/A. Several J.H. Whitney–affiliated entities disclosed beneficial ownership of Aveanna common stock as of 12/31/2025.
PSA Healthcare Investment Holding LLC reported beneficial ownership of 15,523,810 shares, or 7.43% of the common stock. J.H. Whitney VII, L.P. reported 19,292,787 shares, or 9.23%. PSA Iliad Holdings LLC reported 1,426,034 shares (0.68%), JHW Iliad Holdings LLC reported 3,460,515 shares (1.66%), and JHW Iliad Holdings II LLC reported 362,746 shares (0.17%).
Each reporting person has sole voting and dispositive power over its reported shares and no shared power. The J.H. Whitney entities and funds and entities advised by Bain Capital Investors, LLC are parties to a stockholders’ agreement to coordinate voting for director nominees and transfers of Aveanna common stock. Based on available information, that broader group may be deemed to beneficially own about 121,666,770 shares, or 58.24% of Aveanna’s common stock under applicable rules, though the J.H. Whitney parties expressly disclaim beneficial ownership of shares held by others.
Positive
None.
Negative
None.
Insights
Filing details concentrated control of Aveanna’s stock among sponsor groups.
The filing shows multiple J.H. Whitney entities with individual holdings between 0.17% and 9.23% of Aveanna common stock, each with sole voting and dispositive power over its shares as of 12/31/2025. Alone, these are sizeable but not majority stakes.
However, the disclosure that the J.H. Whitney entities and Bain Capital–advised funds are bound by a stockholders’ agreement is important for governance. Under this agreement they coordinate director nominations and share transfers, which regulators may treat as a Section 13(d) “group.”
The filing states this potential group would be deemed to beneficially own about 121,666,770 Aveanna shares, or roughly 58.24% of outstanding common stock under Rule 13d-3. The reporting entities specifically disclaim beneficial ownership of others’ shares, so future company filings and proxy materials will remain key to understanding how this coordination influences board composition and strategic decisions.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Aveanna Healthcare Holdings Inc.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
05356F105
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
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)
7.43 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
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
19,292,787.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
19,292,787.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
19,292,787.00
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)
9.23 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
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)
0.68 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
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
3,460,515.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,460,515.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,460,515.00
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)
1.66 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
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
362,746.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
362,746.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
362,746.00
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)
0.17 %
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 19,292,787 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 3,460,515 shares.1
(v) JHW Iliad Holdings II LLC is the beneficial owner of 362,746 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) 7.43% for PSA Healthcare Investment Holding LLC;
(ii) 9.23% for J.H. Whitney VII, L.P.;
(iii) 0.68% for PSA Iliad Holdings LLC;
(iv) 1.66% for JHW Iliad Holdings LLC; and
(v) 0.17% 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;
19,292,787 shares for J.H. Whitney VII, L.P.;
1,426,034 shares for PSA Iliad Holdings LLC;
3,460,515 shares for JHW Iliad Holdings LLC; and
362,746 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;
19,292,787 shares for J.H. Whitney VII, L.P.;
1,426,034 shares for PSA Iliad Holdings LLC;
3,460,515 shares for JHW Iliad Holdings LLC; and
362,746 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 121,666,770 shares, which represents approximately 58.24% 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.
