InnovAge major holder distributes 411K shares

A ten percent owner of InnovAge restructured its holdings by distributing 411,515 shares to a limited partner while retaining over 112 million shares.

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

Rhea-AI Filing Summary

InnovAge Holding Corp. (INNV) reported that major shareholder TCO Group Holdings, L.P. recorded an "other" disposition of 411,515 shares of common stock on September 3, 2026, as a distribution to a limited partner as consideration for that partner’s interest in TCO Group Holdings.

After this distribution, TCO Group Holdings, L.P. reports holding 112,576,555 shares of InnovAge common stock directly, with voting and dispositive power exercised by an LP Board composed of designees of WCAS and Apax.

Insider Trade Summary

Other: 411,515 shares

Other 1 txn

Insider TCO GROUP HOLDINGS, L.P.

Role 10% Owner

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

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

Holdings Before and After: Common Stock, $0.001 par value, 112,988,070 to 112,576,555 shares (Direct)

Footnotes (2)

1. F1. Reflects a distribution to a limited partner as a consideration for its interest in the reporting person.
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.

Key Figures

Shares disposed: 411,515 shares Shares held after transaction: 112,576,555 shares Transaction code: J (Other acquisition or disposition) +2 more

5 metrics

Shares disposed 411,515 shares Distribution to a limited partner on September 3, 2026

Shares held after transaction 112,576,555 shares InnovAge common stock held directly by TCO Group Holdings, L.P. following the distribution

Transaction code J (Other acquisition or disposition) Form 4 non-derivative transaction classification for the 411,515-share distribution

Rule 10b5-1 status No Rule 10b5-1 plan reported Form-level checkbox indicates no trading plan affirmation

Price per share reported $0.00 per share Non-cash distribution to a limited partner as consideration for its interest

Key Terms

limited partner, dispositive power, ten percent owner, LP Board

4 terms

limited partner financial

"Reflects a distribution to a limited partner as a consideration for its interest"

A limited partner is an investor in a pooled investment vehicle—such as a private equity, venture capital, or real estate fund—who provides capital but does not take part in day‑to‑day management and whose financial responsibility is capped at the amount invested. For investors, being a limited partner matters because it defines how much control they have, how much risk they bear, and how returns are distributed; think of a limited partner as a silent co‑owner who shares in profits and losses while leaving operations to the fund managers.

dispositive power financial

"Voting and dispositive power with respect to the common stock held"

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.

ten percent owner regulatory

"reporting person is marked as a ten percent owner of the issuer"

LP Board financial

"Voting and dispositive power is exercised by a committee of limited partners (the "LP Board")"

FAQ

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

What insider transaction did TCO Group Holdings, L.P. report for INNV?

TCO Group Holdings, L.P. reported an "other" disposition of 411,515 shares of InnovAge Holding Corp. common stock on September 3, 2026, described as a distribution to a limited partner as consideration for that partner’s interest in the reporting person.

How many INNV shares does TCO Group Holdings, L.P. hold after this transaction?

Following the distribution, TCO Group Holdings, L.P. reports holding 112,576,555 shares of InnovAge Holding Corp. common stock directly. These shares remain subject to voting and dispositive decisions made by the LP Board described in the footnotes.

Was the INNV insider transaction a market sale or purchase?

No market trade is reported. The Form 4 describes the event as an "other" disposition (transaction code J) involving a distribution of 411,515 shares to a limited partner as consideration for that partner’s interest in TCO Group Holdings, L.P.

Does TCO Group Holdings, L.P. remain a major shareholder of INNV after the distribution?

Yes. After the distribution, TCO Group Holdings, L.P. still holds 112,576,555 INNV shares directly and is reported as a ten percent owner, with voting and dispositive power exercised collectively by an LP Board.

Who controls voting and dispositive power over the INNV shares held by TCO Group Holdings, L.P.?

Voting and dispositive power over the InnovAge common stock held by TCO Group Holdings, L.P. is exercised by an LP Board consisting of Thomas Scully, Sean Traynor, Andrew Cavanna, and Pavithra Mahesh, acting by majority vote subject to representation from WCAS and Apax designees.

Was the INNV insider transaction made under a Rule 10b5-1 trading plan?

The filing indicates the Rule 10b5-1 checkbox is not selected, and no footnote states that the 411,515-share distribution occurred under a Rule 10b5-1 or similar pre-arranged trading plan.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

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)

	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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.001 par value	09/03/2026		J(1)		411,515	D	$0	112,576,555	D(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects a distribution to a limited partner as a consideration for its interest in the reporting person.

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.	09/08/2026
	/s/ Andrew Cavanna, President of TCO Group Holdings, L.P.	09/08/2026
	** 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)