[SCHEDULE 13G/A] Aveanna Healthcare Holdings Inc. SEC Filing

Rhea-AI Filing Summary

Aveanna Healthcare Holdings Inc. Schedule 13G/A discloses significant ownership positions by several J.H. Whitney-related entities. J.H. Whitney VII, L.P. is reported as the beneficial owner of 28,890,755 shares (14.81%), and PSA Healthcare Investment Holdings LLC is reported as the beneficial owner of 15,588,583 shares (7.99%). Additional related entities report stakes of 1,443,143, 5,182,085, and 543,206 shares respectively.

The filing states the J.H. Whitney parties and Bain Capital-advised entities are bound by a Stockholders Agreement that requires them to vote for each other’s director nominees and coordinate transfers. The parties note that, based on available information, such a group could be deemed to beneficially own approximately 133,248,652 shares (≈68.302%), while the reporting persons disclaim beneficial ownership of each other’s shares and report sole voting and dispositive power over the shares they list.

Positive

• Clear, quantified disclosures of beneficial ownership: J.H. Whitney VII 28,890,755 shares (14.81%) and PSA Healthcare 15,588,583 shares (7.99%).
• Stockholders Agreement disclosed that formalizes coordinated voting for director nominees and coordination of share transfers between the J.H. Whitney Parties and Bain Capital Parties, increasing transparency on governance arrangements.

Negative

• Potential ownership concentration133,248,652 shares (~68.302%), which is a material concentration of voting power.
• Reporting persons disclaim a formal group yet acknowledge the Stockholders Agreement could result in group treatment; this legal nuance may create ambiguity about ultimate control despite coordination obligations.

Insights

Financial Analyst

Large, concentrated holdings disclosed; control implications are material but strategic effects are unspecified.

The filing provides clear, quantifiable ownership stakes: J.H. Whitney VII, L.P. holds 28.9M shares (14.81%) and PSA Healthcare holds 15.59M shares (7.99%). Importantly, the Stockholders Agreement with Bain Capital parties creates coordinated voting and transfer obligations and could result in an implied combined ownership of roughly 133.25M shares (~68.30%). That level of coordinated ownership is materially significant for governance and control. The reporting persons also expressly disclaim beneficial ownership of one another’s shares while reporting sole voting and dispositive power for their listed holdings, leaving legal and practical control dynamics explicit but not operationally described.

Corporate Governance Expert

Disclosure highlights concentrated governance alignment via a binding Stockholders Agreement; implications for minority shareholders are material.

The Schedule 13G/A documents that the J.H. Whitney entities and Bain Capital-advised entities are parties to a Stockholders Agreement that obligates coordinated voting for director nominees and coordination of transfers. The filing quantifies individual sole voting and dispositive powers for each reporting entity while noting a potential combined group ownership of approximately 68.302%. This is a material governance fact: it signals de facto control potential, though the reporting persons also disclaim being a formal group and disclaim beneficial ownership of each other’s shares, which preserves certain legal positions while acknowledging practical coordination.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Aveanna Healthcare Holdings Inc.

(Name of Issuer)

Common Stock, $.01 Par Value

(Title of Class of Securities)

05356F105

(CUSIP Number)

06/30/2025

(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 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 15,588,583.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 15,588,583.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

15,588,583.00

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)

7.99 %

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 28,890,755.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 28,890,755.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

28,890,755.00

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)

14.81 %

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 1,443,143.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,443,143.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,443,143.00

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)

0.74 %

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 5,182,085.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,182,085.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,182,085.00

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)

2.66 %

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 543,206.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 543,206.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

543,206.00

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)

0.28 %

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 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. (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 Holdings 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 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. (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 4.	Ownership
(a)	Amount beneficially owned: (i) PSA Healthcare Investment Holdings LLC is the beneficial owner of 15,588,583 shares. 1 (ii) J.H. Whitney VII, L.P. is the beneficial owner of 28,890,755 shares.1 (iii) PSA Iliad Holdings LLC is the beneficial owner of 1,443,143 shares.1 (iv) JHW Iliad Holdings LLC is the beneficial owner of 5,182,085 shares.1 (v) JHW Iliad Holdings II LLC is the beneficial owner of 543,206 shares.1 1 PSA Healthcare Investment Holdings 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) 7.99% for PSA Healthcare Investment Holdings LLC; (ii) 14.81% for J.H. Whitney VII, L.P.; (iii) 0.74% for PSA Iliad Holdings LLC; (iv) 2.66% for JHW Iliad Holdings LLC; and (v) 0.28% 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: 15,588,583 shares for PSA Healthcare Investment Holdings LLC; 28,890,755 shares for J.H. Whitney VII, L.P.; 1,443,143 shares for PSA Iliad Holdings LLC; 5,182,085 shares for JHW Iliad Holdings LLC; and 543,206 shares for JHW Iliad Holdings II LLC.
	(ii) Shared power to vote or to direct the vote: 0 shares for PSA Healthcare Investment Holdings 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: 15,588,583 shares for PSA Healthcare Investment Holdings LLC; 28,890,755 shares for J.H. Whitney VII, L.P.; 1,443,143 shares for PSA Iliad Holdings LLC; 5,182,085 shares for JHW Iliad Holdings LLC; and 543,206 shares for JHW Iliad Holdings II LLC.
	(iv) Shared power to dispose or to direct the disposition of: 0 shares for PSA Healthcare Investment Holdings 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 Holdings 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 133,248,652 shares, which represents approximately 68.302% 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.
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 Holdings 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.

PSA Healthcare Investment Holdings LLC

Signature:	/s/ David Zatlukal
Name/Title:	Vice President
Date:	08/11/2025

J.H. Whitney VII, L.P.

Signature:	/s/ David Zatlukal
Name/Title:	Vice President
Date:	08/11/2025

PSA Iliad Holdings LLC

Signature:	/s/ David Zatlukal
Name/Title:	Vice President
Date:	08/11/2025

JHW Iliad Holdings LLC

Signature:	/s/ David Zatlukal
Name/Title:	Vice President
Date:	08/11/2025

JHW Iliad Holdings II LLC

Signature:	/s/ David Zatlukal
Name/Title:	President
Date:	08/11/2025

FAQ

How many shares of Aveanna (AVAH) does J.H. Whitney VII, L.P. report owning?

The filing reports J.H. Whitney VII, L.P. beneficially owns 28,890,755 shares, representing 14.81% of the class.

What stake does PSA Healthcare Investment Holdings LLC report in AVAH?

PSA Healthcare Investment Holdings LLC reports beneficial ownership of 15,588,583 shares, or 7.99% of the class.

Does the filing disclose any agreement among large shareholders of AVAH?

Yes. The filing discloses a Stockholders Agreement between the J.H. Whitney Parties and the Bain Capital Parties that obligates them to vote for each other’s director nominees and coordinate transfers.

Could the parties be considered a controlling group in AVAH?

The filing states that, based on available information, the parties together could be deemed to beneficially own approximately 133,248,652 shares (~68.302%), consistent with potential group control.

Do the reporting persons share voting or dispositive power over these shares?

No. Each reporting person reports sole voting power and sole dispositive power for the shares they list and report 0 shared voting or dispositive power.