InnovAge (INNV) Chief Legal Officer Withholds Shares for Taxes After RSU Vesting

Rhea-AI Filing Summary

Nicole D'Amato, Chief Legal Officer of InnovAge Holding Corp. (INNV), reported a transaction dated 08/15/2025 on a Form 4. The filing discloses 14,303 shares of Common Stock were disposed of at $3.43 per share pursuant to tax withholding related to the vesting and settlement of restricted stock units. After the withholding disposition, the reporting person beneficially owned 319,807 shares. The Form 4 was signed on 08/18/2025. The filing explicitly states the shares were withheld to satisfy tax obligations and does not indicate an open-market sale or change in control.

Positive

• Clear disclosure of the transaction date and reason (tax withholding for RSU vesting), demonstrating compliance with reporting rules
• Substantial retained ownership after the transaction: 319,807 shares remain beneficially owned

Negative

• Reduction of outstanding personal shares by 14,303 due to tax withholding, which slightly decreases the reporting person's direct stake

Insights

Corporate Governance Expert

TL;DR: Routine insider disclosure showing tax-withholding of vested RSUs; no indication of active selling or governance change.

The Form 4 documents a common administrative transaction where 14,303 shares were withheld to cover taxes on vested restricted stock units. This is standard practice for executives and does not signal a deliberate liquidity event or loss of confidence. The continued beneficial ownership of 319,807 shares maintains the insider's equity stake. From a governance perspective, the filing reflects compliance with Section 16 reporting requirements and clear disclosure of the withholding reason.

Securities Analyst

TL;DR: Administrative disposition via tax withholding; transaction is non-economic sale and unlikely to be material for valuation.

The transaction code F(1) and the explanatory note confirm the shares were withheld for tax obligations arising from RSU vesting. The reported price of $3.43 is the withholding valuation, not necessarily an open-market sale price. Because the filing shows retained beneficial ownership of 319,807 shares, the insider's alignment with shareholders remains intact. This disclosure is informational and does not present new operational or financial data about InnovAge.

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
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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^*

DAMATO NICOLE

(Last) (First) (Middle)

8950 E. LOWRY BOULEVARD

(Street)

DENVER CO 80230

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
InnovAge Holding Corp. [ INNV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF LEGAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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, $0.001 par value	08/15/2025		F(1)		14,303	D	$3.43	319,807	D

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. Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the vesting and settlement of restricted stock units.

Remarks:

	/s/ Nicole D'Amato	08/18/2025
	** 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.

FAQ

What did Nicole D'Amato report on Form 4 for INNV?

The Form 4 reports that 14,303 shares were disposed of at $3.43 per share on 08/15/2025 due to tax withholding from RSU vesting.

Was this an open-market sale by the insider (INNV)?

No. The filing and explanation state the shares were withheld to satisfy tax obligations related to RSU settlement, not sold on the open market.

How many INNV shares does the reporting person own after the transaction?

The reporting person beneficially owns 319,807 shares following the reported transaction.

What is transaction code F(1) on the Form 4?

In this filing, F(1) signifies shares were withheld to satisfy tax obligations in connection with the vesting and settlement of restricted stock units.

When was the Form 4 signed?

The Form 4 bears the signature dated 08/18/2025.