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InnovAge owner TCO sells 1.5M shares at $9.25

The transaction was tied to the underwriters’ exercise of an over-allotment option in an underwritten public offering.

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Form Type
4

Rhea-AI Filing Summary

TCO Group Holdings, L.P., a 10% owner of InnovAge Holding Corp. (INNV), sold 1,500,000 shares of common stock on October 21, 2026, at $9.25 per share. It held 101,076,555 shares directly after the sale. The transaction was connected to underwriters’ exercise of their over-allotment option in an underwritten public offering.

Insider TCO GROUP HOLDINGS, L.P.
Role 10% Owner
Sold 1,500,000 shs ($13.88M)
Type Security Shares Price Value
Sale Common Stock, $0.001 par value F1, F2 1,500,000 $9.25 $13.88M
Holdings After Transaction: Common Stock, $0.001 par value — 101,076,555 shares (Direct)
Footnotes (2)
  1. F1. On October 21, 2026, the Reporting Person sold 1,500,000 shares of common stock, par value $0.001, of InnovAge Holding Corp. (the "Issuer") in connection with the underwriters' exercise of their over-allotment option relating to an underwritten public offering pursuant to the Issuer's Registration Statement on Form S-3 (File No. 333-297888).
  2. F2. Reflects shares of common stock held directly by TCO Group Holdings, L.P. Voting and dispositive power with respect to the common stock held by TCO Group Holdings, L.P. is exercised by a committee of limited partners (the "LP Board"), pursuant to a delegation of authority from its limited partners. The LP Board is currently comprised of Thomas Scully and Sean Traynor (the "WCAS Designees"), and Andrew Cavanna and Pavithra Mahesh (the "Apax Designees"). The LP Board exercises its voting and dispositive power by majority vote, so long as one WCAS Designee and one Apax Designee comprise the majority.
Shares sold 1,500,000 shares October 21, 2026
Sale price $9.25 per share October 21, 2026
Shares held directly after sale 101,076,555 shares TCO Group Holdings, L.P., after the October 21, 2026 sale
over-allotment option financial
"underwriters' exercise of their over-allotment option"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
underwritten public offering financial
"relating to an underwritten public offering"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
voting and dispositive power technical
"Voting and dispositive power with respect to the common stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many INNV shares did TCO Group Holdings sell, and at what price?

TCO Group Holdings sold 1,500,000 shares at $9.25 per share on October 21, 2026, and held 101,076,555 shares directly afterward. The sale was connected to underwriters’ exercise of their over-allotment option in an underwritten public offering. No Rule 10b5-1 plan is reported.

Who exercises voting and dispositive power over TCO Group Holdings’ INNV shares?

A committee of limited partners exercises voting and dispositive power over TCO Group Holdings’ shares. The committee comprises Thomas Scully, Sean Traynor, Andrew Cavanna and Pavithra Mahesh; a majority must include one WCAS Designee and one Apax Designee.

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

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SEC Form 4
FORM 4UNITED 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*
TCO GROUP HOLDINGS, L.P.

(Last)(First)(Middle)
8950 E. LOWRY BOULEVARD

(Street)
DENVER COLORADO 80230

(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)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/21/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
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)
CodeVAmount(A) or (D)Price
Common Stock, $0.001 par value10/21/2026S(1)1,500,000D$9.25101,076,555D(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On October 21, 2026, the Reporting Person sold 1,500,000 shares of common stock, par value $0.001, of InnovAge Holding Corp. (the "Issuer") in connection with the underwriters' exercise of their over-allotment option relating to an underwritten public offering pursuant to the Issuer's Registration Statement on Form S-3 (File No. 333-297888).
2. Reflects shares of common stock held directly by TCO Group Holdings, L.P. Voting and dispositive power with respect to the common stock held by TCO Group Holdings, L.P. is exercised by a committee of limited partners (the "LP Board"), pursuant to a delegation of authority from its limited partners. The LP Board is currently comprised of Thomas Scully and Sean Traynor (the "WCAS Designees"), and Andrew Cavanna and Pavithra Mahesh (the "Apax Designees"). The LP Board exercises its voting and dispositive power by majority vote, so long as one WCAS Designee and one Apax Designee comprise the majority.
/s/ Thomas Scully, President of TCO Group Holdings, L.P.10/23/2026
/s/ Andrew Cavanna, President of TCO Group Holdings, L.P.10/23/2026
** Signature of Reporting PersonDate
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)

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