InnovAge holder distributes 411,515 shares

Rhea-AI Filing Summary

InnovAge Holding Corp. (INNV) received notice that investment entities affiliated with Welsh, Carson, Anderson & Stowe reported an indirect disposition of 411,515 shares of common stock on September 3, 2026, reflecting a distribution by TCO Group Holdings, L.P. to one of its limited partners as consideration for that partner’s interest. Following this restructuring-related distribution, the affiliated holders continue to report indirect ownership of 112,576,555 shares of InnovAge common stock, with complex partnership and management entities disclaiming beneficial ownership except to the extent of their pecuniary interests. No transactions were reported under a Rule 10b5-1 trading plan.

Insider Trade Summary

Other: 411,515 shares

Other 1 txn

Insider Welsh, Carson, Anderson & Stowe XII, L.P., WCAS CO-INVEST ASSOCIATES LLC, Welsh, Carson, Anderson & Stowe XII Delaware, L.P., Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., Welsh, Carson, Anderson & Stowe XII Cayman, L.P., WCAS XII Co-Investors LLC, WCAS MANAGEMENT CORP, WCAS - CO-INVEST HOLDCO, L.P., WCAS XII ASSOCIATES LLC, WCAS XII ASSOCIATES CAYMAN, L.P.

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Other	Common Stock, $0.001 par value F1, F2, F3, F4	411,515	$0.00	$0.00

Holdings After Transaction: Common Stock, $0.001 par value — 112,576,555 shares (Indirect, See Footnotes)

Footnotes (4)

1. F1. Reflects a distribution by TCO Group Holdings, L.P. to a limited partner as consideration for its interest in TCO Group Holdings, L.P.
2. F2. The limited partners of TCO Group Holdings, L.P. may control the voting and dispositive power with respect to the common stock if Welsh, Carson, Anderson & Stowe XII, L.P. ("WCAS XII"), Welsh, Carson, Anderson & Stowe XII Delaware, L.P. ("WCAS XII-D"), Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. ("WCAS XII-DII"), Welsh, Carson, Anderson & Stowe XII Cayman, L.P. ("WCAS XII-C"), WCAS XII Co-Investors LLC ("WCAS XII-Co"), WCAS Management Corporation and WCAS Co-Invest Holdco, L.P. (collectively, the "WCAS Investor") consents to a change to the delegation of authority to the committee of limited partners that controls TCO Group Holdings, L.P.
3. F3. The general partner of each of WCAS XII and WCAS XII-DII is WCAS XII Associates LLC ("WCAS XII Associates"). The general partner of each of WCAS XII-D and WCAS XII-C is WCAS XII Associates Cayman, L.P. The general partner of WCAS XII Associates Cayman, L.P. is WCAS XII Associates.
4. F4. The managing members of WCAS XII Associates are Thomas A. Scully, Sean Traynor, Anthony deNicola, D. Scott Mackesy, Brian Regan, Michael Donovan, Eric Lee, Christopher Hooper, Christopher Solomon, Edward Sobol, Gregory Lau, Frances Higgins, Nicholas O'Leary, Jonathan Rather and Ryan Harper (collectively, the "WCAS GP"). The general partner of WCAS Co-Invest Holdco, L.P. is WCAS Co-Invest Associates LLC. The managing members of each of WCAS XII-Co and WCAS Co-Invest Associates, LLC is the WCAS GP. Anthony deNicola, Christopher Hooper, D. Scott Mackesy, Jonathan Rather, Brian Regan, Michael Donovan and Edward Sobol ("WCAS Board") comprise the board of directors of WCAS Management Corporation. Each of the foregoing entities and individuals disclaim beneficial ownership of the shares held of record by TCO Group Holdings, L.P. except to the extent of its or his pecuniary interest therein.

Key Figures

Shares distributed: 411,515 shares Resulting indirect holdings: 112,576,555 shares Reported price per share: $0.00 per share +2 more

5 metrics

Shares distributed 411,515 shares Indirect disposition via distribution by TCO Group Holdings, L.P. on September 3, 2026

Resulting indirect holdings 112,576,555 shares InnovAge common stock reported as indirectly owned after the transaction

Reported price per share $0.00 per share Reflects a non-cash partnership distribution as consideration for a limited partner’s interest

Number of reporting entities 10 entities Affiliated Welsh, Carson-related partnerships, LLCs and a management corporation listed as reporting persons

Restructuring shares 411,515 shares Shares involved in the internal restructuring-type transaction classified as an “other” acquisition or disposition

Key Terms

dispositive power, limited partners, general partner, beneficial ownership, +1 more

5 terms

dispositive power financial

"may control the voting and dispositive power with respect to the common"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

limited partners financial

"The limited partners of TCO Group Holdings, L.P. may control the voting"

Limited partners are investors who provide most of the capital to an investment partnership but do not run its day-to-day business; they have liability only up to the amount they invested. Think of them as silent backers who hire a manager to make decisions and share in profits or losses; their importance to investors lies in shaping how much money a fund can deploy, the risk and return profile they receive, and the liquidity and fees associated with that investment.

general partner financial

"The general partner of each of WCAS XII and WCAS XII-DII is"

A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.

beneficial ownership financial

"disclaim beneficial ownership of the shares held of record by"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of its or his pecuniary interest therein"

FAQ

What transaction in InnovAge (INNV) stock was reported in this Form 4?

The filing reports an indirect disposition of 411,515 shares of InnovAge common stock on September 3, 2026, characterized as a distribution by TCO Group Holdings, L.P. to one of its limited partners as consideration for that partner’s interest in the partnership.

How many InnovAge (INNV) shares do the Welsh, Carson-affiliated entities report after the transaction?

After the transaction, the affiliated reporting entities continue to report 112,576,555 shares of InnovAge common stock held indirectly, through TCO Group Holdings, L.P. and related entities, subject to the ownership and control relationships described in the footnotes.

Was the InnovAge (INNV) Form 4 transaction a market sale or a partnership distribution?

The transaction is described as a distribution by TCO Group Holdings, L.P. to a limited partner as consideration for that partner’s interest in the partnership, indicating an internal partnership distribution rather than an open-market sale for a cash price per share.

Did the InnovAge (INNV) Form 4 indicate use of a Rule 10b5-1 trading plan?

No. The filing does not indicate that the reported disposition was made under a Rule 10b5-1 or other pre-arranged trading plan; the plan-related checkbox was not marked as applying to the reported transaction.

Who ultimately controls voting and dispositive power over the InnovAge (INNV) shares?

The filing states that limited partners of TCO Group Holdings, L.P. may control voting and dispositive power over the InnovAge shares if certain Welsh, Carson-related investor entities consent to changes in delegated authority, and multiple entities and individuals disclaim beneficial ownership except for their pecuniary interests.

How is ownership of InnovAge (INNV) shares characterized for the reporting entities?

Ownership is reported as indirect, through TCO Group Holdings, L.P. and related partnerships and limited liability companies. The general partners and managing members of these entities disclaim beneficial ownership of the InnovAge shares except to the extent of their pecuniary interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/08/2026 - 06:00 PM Accepted by SEC EDGAR 09/08/2026 - 06:00 PM Learn about SEC filing dates

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^*

Welsh, Carson, Anderson & Stowe XII, L.P.

(Last) (First) (Middle)

C/O WELSH, CARSON, ANDERSON AND STOWE

599 LEXINGTON AVENUE, SUITE 1800

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/03/2026		J(1)		411,515(1)	D	$0	112,576,555	I	See Footnotes(2)(3)(4)

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

1. Name and Address of Reporting Person^*

Welsh, Carson, Anderson & Stowe XII, L.P.

(Last) (First) (Middle)

C/O WELSH, CARSON, ANDERSON AND STOWE

599 LEXINGTON AVENUE, SUITE 1800

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WCAS CO-INVEST ASSOCIATES LLC

(Last) (First) (Middle)

C/O WELSH, CARSON, ANDERSON AND STOWE

599 LEXINGTON AVENUE, SUITE 1800

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Welsh, Carson, Anderson & Stowe XII Delaware, L.P.

(Last) (First) (Middle)

C/O WELSH, CARSON, ANDERSON AND STOWE

599 LEXINGTON AVENUE, SUITE 1800

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Welsh, Carson, Anderson & Stowe XII Delaware II, L.P.

(Last) (First) (Middle)

C/O WELSH, CARSON, ANDERSON AND STOWE

599 LEXINGTON AVENUE, SUITE 1800

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Welsh, Carson, Anderson & Stowe XII Cayman, L.P.

(Last) (First) (Middle)

C/O WELSH, CARSON, ANDERSON AND STOWE

599 LEXINGTON AVENUE, SUITE 1800

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WCAS XII Co-Investors LLC

(Last) (First) (Middle)

C/O WELSH, CARSON, ANDERSON AND STOWE

599 LEXINGTON AVENUE, SUITE 1800

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WCAS MANAGEMENT CORP

(Last) (First) (Middle)

C/O WELSH, CARSON, ANDERSON AND STOWE

599 LEXINGTON AVENUE, SUITE 1800

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WCAS - CO-INVEST HOLDCO, L.P.

(Last) (First) (Middle)

C/O WELSH, CARSON, ANDERSON AND STOWE

599 LEXINGTON AVENUE, SUITE 1800

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WCAS XII ASSOCIATES LLC

(Last) (First) (Middle)

C/O WELSH, CARSON, ANDERSON AND STOWE

599 LEXINGTON AVENUE, SUITE 1800

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WCAS XII ASSOCIATES CAYMAN, L.P.

(Last) (First) (Middle)

C/O WELSH, CARSON, ANDERSON AND STOWE

599 LEXINGTON AVENUE, SUITE 1800

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Reflects a distribution by TCO Group Holdings, L.P. to a limited partner as consideration for its interest in TCO Group Holdings, L.P.

2. The limited partners of TCO Group Holdings, L.P. may control the voting and dispositive power with respect to the common stock if Welsh, Carson, Anderson & Stowe XII, L.P. ("WCAS XII"), Welsh, Carson, Anderson & Stowe XII Delaware, L.P. ("WCAS XII-D"), Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. ("WCAS XII-DII"), Welsh, Carson, Anderson & Stowe XII Cayman, L.P. ("WCAS XII-C"), WCAS XII Co-Investors LLC ("WCAS XII-Co"), WCAS Management Corporation and WCAS Co-Invest Holdco, L.P. (collectively, the "WCAS Investor") consents to a change to the delegation of authority to the committee of limited partners that controls TCO Group Holdings, L.P.

3. The general partner of each of WCAS XII and WCAS XII-DII is WCAS XII Associates LLC ("WCAS XII Associates"). The general partner of each of WCAS XII-D and WCAS XII-C is WCAS XII Associates Cayman, L.P. The general partner of WCAS XII Associates Cayman, L.P. is WCAS XII Associates.

4. The managing members of WCAS XII Associates are Thomas A. Scully, Sean Traynor, Anthony deNicola, D. Scott Mackesy, Brian Regan, Michael Donovan, Eric Lee, Christopher Hooper, Christopher Solomon, Edward Sobol, Gregory Lau, Frances Higgins, Nicholas O'Leary, Jonathan Rather and Ryan Harper (collectively, the "WCAS GP"). The general partner of WCAS Co-Invest Holdco, L.P. is WCAS Co-Invest Associates LLC. The managing members of each of WCAS XII-Co and WCAS Co-Invest Associates, LLC is the WCAS GP. Anthony deNicola, Christopher Hooper, D. Scott Mackesy, Jonathan Rather, Brian Regan, Michael Donovan and Edward Sobol ("WCAS Board") comprise the board of directors of WCAS Management Corporation. Each of the foregoing entities and individuals disclaim beneficial ownership of the shares held of record by TCO Group Holdings, L.P. except to the extent of its or his pecuniary interest therein.

	Welsh, Carson, Anderson & Stowe XII, L.P., By: /s/ Thomas Scully, Authorized Signatory	09/03/2026
	Welsh, Carson, Anderson & Stowe XII Delaware, L.P., By: /s/ Thomas Scully, Authorized Signatory	09/03/2026
	Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., By: /s/ Thomas Scully, Authorized Signatory	09/03/2026
	Welsh, Carson, Anderson & Stowe XII Cayman, L.P., By: /s/ Thomas Scully, Authorized Signatory	09/03/2026
	WCAS XII Co-Investors LLC, By: /s/ Jonathan Rather, Authorized Signatory	09/03/2026
	WCAS Management Corporation, By: /s/ Jonathan Rather, Authorized Signatory	09/03/2026
	WCAS Co-Invest Holdco, L.P., By: /s/ Jonathan Rather, Authorized Signatory	09/03/2026
	WCAS XII Associates LLC, By: /s/ Thomas Scully, Authorized Signatory	09/03/2026
	WCAS XII Associates Cayman L.P., By: /s/ Thomas Scully, Authorized Signatory	09/03/2026
	WCAS Co-Invest Associates LLC, By: /s/ Jonathan Rather, Authorized Signatory	09/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)