InnovAge (INNV) expands board to 11 with Mahesh and Traynor appointments

Rhea-AI Filing Summary

InnovAge Holding Corp. appointed Pavithra Mahesh and Sean Traynor to its Board of Directors, effective January 28, 2026. Mahesh will serve as a Class III director until the 2026 annual meeting, and Traynor as a Class I director until the 2027 annual meeting.

The Board increased in size to eleven directors with these appointments. Mahesh joined the Quality and Compliance Committee, while Traynor joined the Compensation, Nominating and Governance Committee. Both were designated under a director nomination agreement with the company’s principal shareholders and will not receive compensation for their Board service.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 28, 2026

INNOVAGE HOLDING CORP.

(Exact name of registrant as specified in its charter)

Delaware			001-40159			81-0710819
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)
8950 E. Lowry Boulevard Denver, CO						80230
(Address of principal executive offices)						(Zip Code)

(844) 803-8745

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.001 par value			INNV			The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment

of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 28, 2026, the Board of Directors (the “Board”) of InnovAge Holding Corp. (the “Company”) appointed Pavithra Mahesh and Sean Traynor as members of the Board, effective immediately. Ms. Mahesh and Mr. Traynor will serve as a Class III director and Class I director, respectively, until the Company’s Annual Meeting of Stockholders to be held in calendar year 2026 and 2027, respectively, and until such time as his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. Concurrent with their appointments as directors, Ms. Mahesh was appointed as a member of the Quality and Compliance Committee of the Board and Mr. Traynor was appointed as a member of the Compensation, Nominating and Governance Committee of the Board. In connection with the appointment of Ms. Mahesh and Mr. Traynor, the Board increased the size of the Board to eleven directors.

Ms. Mahesh, age 36, currently serves as a Principal on the services team at Apax Partners, a private equity investment firm that she joined in 2018. Prior to joining Apax Partners, Ms. Mahesh was an investment professional at Goldman Sachs, where she focused on buyouts and growth equity investments in healthcare services and information technology. Ms. Mahesh previously served as a director of the Company, initially joining the Board in 2020, prior to the Company’s initial public offering, and continuing in that role through March 2023. Ms. Mahesh earned a Bachelor of Arts in Behavioral Economics from Duke University and a Master of Business Administration from Harvard Business School.

Mr. Traynor, age 56, currently serves as a General Partner in the healthcare group of Welsh, Carson, Anderson & Stowe, a private equity investment firm that he joined in 1999. Currently, Mr. Traynor serves on the board of directors and as a member of the compensation committee of Amerisafe, Inc. (Nasdaq: AMSF), a holding company that markets and underwrites workers’ compensation insurance through its insurance subsidiaries. Mr. Traynor also serves on the board of directors of Constitution Surgery Alliance, Tailorcare, United Musculoskeletal Partners and Valtrius. Mr. Traynor previously served as a director of the Company, initially joining the Board in 2015, prior to the Company’s initial public offering, and continuing in that role through August 2023. Mr. Traynor earned a Bachelor of Science in Accounting at Villanova University and a Master of Business Administration from the Wharton School at University of Pennsylvania.

Pursuant to the Director Nomination Agreement, by and among the Company and certain entities affiliated with Apax Partners and Welsh, Carson, Anderson & Stowe, the Company’s principal shareholders (the “Nomination Agreement”), Ms. Mahesh and Mr. Traynor will not receive compensation for service as directors. Each of Ms. Mahesh and Mr. Traynor will also enter into the Company’s standard indemnification agreement.

Ms. Mahesh and Mr. Traynor were each selected as directors pursuant to the Nomination Agreement. For information with respect to any related party transactions or relationships that would require disclosure under Item 404(a) of Regulation S-K with Apax Partners and Welsh, Carson, Anderson & Stowe, see the section entitled “Certain Relationships and Related Party Transactions” in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on October 23, 2025.

Item 7.01.    Regulation FD Disclosure.

On January 29, 2026, the Company issued a press release announcing the appointments described above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by reference in such filing.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit						Description
99.1						Press Release of InnovAge Holding Corp., dated January 29, 2026
104						Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			INNOVAGE HOLDING CORP.
Date: January 29, 2026			By:			/s/ Benjamin C. Adams
			Name:			Benjamin C. Adams
			Title:			Chief Financial Officer

FAQ

What did InnovAge Holding Corp. (INNV) announce in this Form 8-K?

InnovAge Holding Corp. announced the appointment of Pavithra Mahesh and Sean Traynor to its Board of Directors, effective January 28, 2026. Their addition increases the Board to eleven members and assigns them to key committees overseeing quality, compliance, compensation, nominations and governance.

Who is Pavithra Mahesh and what is her role at InnovAge (INNV)?

Pavithra Mahesh is a Principal on the services team at Apax Partners and has prior Board experience with InnovAge. She was appointed a Class III director and joined the Quality and Compliance Committee, serving until the 2026 annual stockholder meeting or until a successor is elected.

Who is Sean Traynor and what is his role at InnovAge (INNV)?

Sean Traynor is a General Partner in the healthcare group of Welsh, Carson, Anderson & Stowe and serves on several healthcare-related boards. He was appointed a Class I director at InnovAge and joined the Compensation, Nominating and Governance Committee through the 2027 annual stockholder meeting.

How did the Board structure of InnovAge (INNV) change with these appointments?

With the appointments of Pavithra Mahesh and Sean Traynor, InnovAge’s Board of Directors expanded to eleven members. The changes also strengthened committee membership by adding Mahesh to the Quality and Compliance Committee and Traynor to the Compensation, Nominating and Governance Committee for ongoing oversight responsibilities.

Will the new InnovAge (INNV) directors receive compensation for Board service?

Under a Director Nomination Agreement with entities affiliated with Apax Partners and Welsh, Carson, Anderson & Stowe, Pavithra Mahesh and Sean Traynor will not receive compensation for serving as InnovAge directors. Each will enter into the company’s standard indemnification agreement applicable to Board members.

Were there any related party considerations disclosed for InnovAge’s (INNV) new directors?

The company referenced potential related party transactions involving Apax Partners and Welsh, Carson, Anderson & Stowe. Investors are directed to the “Certain Relationships and Related Party Transactions” section of InnovAge’s definitive proxy statement on Schedule 14A filed on October 23, 2025 for additional details.

Did InnovAge (INNV) issue a press release about the new Board appointments?

InnovAge issued a press release on January 29, 2026 announcing the Board appointments of Pavithra Mahesh and Sean Traynor. That release is included as Exhibit 99.1 and is furnished, not filed, meaning it is not subject to certain Exchange Act liability provisions.