InnovAge: TCO Group sells 10M shares in offering

The reported post-transaction position was 102,576,555 shares following the underwritten public offering.

Rhea-AI Filing Summary

InnovAge Holding Corp. (INNV) reported that TCO Group Holdings, L.P. sold 10,000,000 shares of common stock in an underwritten public offering on September 24, 2026, at a reported price of $0.0000 per share. The reported position following the transaction was 102,576,555 shares. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Net Seller: 10,000,000 shares

Net Sell 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

Sold 10,000,000 shs ($0.00)

Type	Security	Shares	Price	Value
Sale	Common Stock, $0.001 par value F1, F2, F3, F4	10,000,000	$0.00	$0.00

Holdings After Transaction: Common Stock, $0.001 par value — 102,576,555 shares (Indirect, See Footnotes)

Footnotes (4)

1. F1. On September 24, 2026, TCO Group Holdings, L.P. sold 10,000,000 shares of common stock, par value $0.001, of InnovAge Holding Corp. (the "Issuer") in an underwritten public offering pursuant to the Issuer's Registration Statement on Form S-3 (File No. 333-297888).
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, Christopher Hooper, Christopher Solomon, Edward Sobol, Gregory Lau, Frances Higgins, Nicholas O'Leary, Caroline Dechert, Ting Gu, Sydney Ouyang 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. D. Scott Mackesy, Brian Regan and Michael Donovan ("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, his or her pecuniary interest therein.

Key Figures

Shares sold: 10,000,000 shares Reported price per share: $0.0000 per share Reported shares following transaction: 102,576,555 shares +1 more

4 metrics

Shares sold 10,000,000 shares TCO Group Holdings, L.P., September 24, 2026

Reported price per share $0.0000 per share Sale on September 24, 2026

Reported shares following transaction 102,576,555 shares Indirect common-stock position

Sale date September 24, 2026 Underwritten public offering

Key Terms

underwritten public offering, Form S-3, par value, beneficial ownership

4 terms

underwritten public offering financial

"sold 10,000,000 shares ... in 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.

Form S-3 regulatory

"Registration Statement on Form S-3"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

par value financial

"common stock, par value $0.001"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

beneficial ownership financial

"disclaim beneficial ownership of the shares"

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.

FAQ

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

How many INNV shares did TCO Group Holdings sell?

TCO Group Holdings, L.P. sold 10,000,000 shares on September 24, 2026, in an underwritten public offering. The reported position following the transaction was 102,576,555 shares.

What price did TCO report for its INNV share sale?

The reported price was $0.0000 per share for the 10,000,000-share sale on September 24, 2026, which the transaction footnote identifies as part of an underwritten public offering.

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

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Available on EDGAR 09/28/2026 - 04:15 PM Accepted by SEC EDGAR 09/28/2026 - 04:15 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)
09/24/2026

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	09/24/2026		S(1)		10,000,000	D	$0	102,576,555	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. On September 24, 2026, TCO Group Holdings, L.P. sold 10,000,000 shares of common stock, par value $0.001, of InnovAge Holding Corp. (the "Issuer") in an underwritten public offering pursuant to the Issuer's Registration Statement on Form S-3 (File No. 333-297888).

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, Christopher Hooper, Christopher Solomon, Edward Sobol, Gregory Lau, Frances Higgins, Nicholas O'Leary, Caroline Dechert, Ting Gu, Sydney Ouyang 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. D. Scott Mackesy, Brian Regan and Michael Donovan ("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, his or her pecuniary interest therein.

	Welsh, Carson, Anderson & Stowe XII, L.P., By: /s/ Thomas Scully, Authorized Signatory	09/28/2026
	Welsh, Carson, Anderson & Stowe XII Delaware, L.P., By: /s/ Thomas Scully, Authorized Signatory	09/28/2026
	Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., By: /s/ Thomas Scully, Authorized Signatory	09/28/2026
	Welsh, Carson, Anderson & Stowe XII Cayman, L.P., By: /s/ Thomas Scully, Authorized Signatory	09/28/2026
	WCAS XII Co-Investors LLC, By: /s/ Jennifer Martin, Authorized Signatory	09/28/2026
	WCAS Management Corporation, By: /s/ Jennifer Martin, Authorized Signatory	09/28/2026
	WCAS Co-Invest Holdco, L.P., By: /s/ Jennifer Martin, Authorized Signatory	09/28/2026
	WCAS XII Associates LLC, By: /s/ Thomas Scully, Authorized Signatory	09/28/2026
	WCAS XII Associates Cayman L.P., By: /s/ Thomas Scully, Authorized Signatory	09/28/2026
	WCAS Co-Invest Associates LLC, By: /s/ Jennifer Martin, Authorized Signatory	09/28/2026
	** 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.
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* Form 4: SEC 1474 (03-26)