InnovAge (INNV) CEO: 5,056 Shares Withheld to Cover RSU Taxes

Rhea-AI Filing Summary

Blair P. T. Blair, Chief Executive Officer and director of InnovAge Holding Corp. (INNV), reported a routine disposition of company stock tied to equity vesting. On 09/01/2025 the reporting person had 5,056 shares withheld at a price of $3.83 to satisfy tax obligations related to the vesting and settlement of restricted stock units. After the withholding, the reporting person beneficially owned 714,126 shares of common stock. The filing indicates this was a tax-withholding action rather than an open-market sale.

Insights

Corporate Governance Expert

TL;DR: A routine RSU tax-withholding reduced insider shares by 5,056; no indication of voluntary sale or change in control.

The Form 4 documents a common administrative action where vested restricted stock units were settled and shares were withheld to cover tax obligations. This is a standard corporate practice and does not signal an active disposition for liquidity or change in insider intent. Beneficial ownership remains at a material level of 714,126 shares, preserving the reporting person’s economic interest and governance alignment with shareholders.

Securities Analyst

TL;DR: Transaction is non-dispositive in the market sense; withholding occurred at $3.83 per share and reduced reported shares modestly.

The transaction code F(1) and the included explanation confirm the shares were withheld to satisfy tax obligations upon RSU vesting rather than sold on the open market. The dollar amount implied by 5,056 shares at $3.83 is modest relative to total beneficial holdings. This transaction is informational for share count tracking but unlikely to be material to INNV’s market dynamics.

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
Estimated average burden
hours per response:			0.5

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^*

BLAIR PATRICK T

(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 EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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	09/01/2025		F(1)		5,056	D	$3.83	714,126	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, by Power of Attorney	09/02/2025
	** 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 transaction did INNV insider Blair P. T. Blair report on Form 4?

The Form 4 reports that 5,056 shares were withheld to satisfy tax obligations related to the vesting and settlement of restricted stock units.

Was the 09/01/2025 transaction a market sale or a tax withholding?

The filing indicates the transaction was a tax withholding (code F(1)) tied to RSU vesting, not an open-market sale.

At what price were the withheld shares recorded?

The withheld shares are recorded at a price of $3.83 per share.

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

After the withholding, the reporting person beneficially owns 714,126 shares of InnovAge common stock.

Does the Form 4 show any derivative transactions or option exercises?

No. Table II for derivative securities contains no reported transactions; the filing only documents a non-derivative withholding event.