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InnovAge owner TCO sells 1.5M shares at $9.25

The ten-percent-owner reporting persons disclosed that the sale was connected to underwriters’ exercise of the offering’s over-allotment option.

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Form Type
4

Rhea-AI Filing Summary

TCO Group Holdings, L.P. sold 1,500,000 shares of InnovAge Holding Corp. (INNV) common stock on October 21, 2026, at $9.25 per share, in connection with the underwriters’ exercise of their over-allotment option. TCO held 101,076,555 shares after the sale. The named reporting entities are identified as ten-percent owners and disclaim beneficial ownership except to the extent of their pecuniary interest. No Rule 10b5-1 plan is reported for the sale.

Insider IGNITE AGGREGATOR LP, APAX X (GUERNSEY) USD AIV LP, IGNITE GP INC., Apax X EUR L.P., Apax X USD L.P., Apax X GP Co. Ltd
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Sold 1,500,000 shs ($13.88M)
Type Security Shares Price Value
Sale Common Stock, $0.001 par value F1, F2, F3, F4 1,500,000 $9.25 $13.88M
Holdings After Transaction: Common Stock, $0.001 par value — 101,076,555 shares (Indirect, See Footnotes)
Footnotes (4)
  1. F1. On October 21, 2026, TCO Group Holdings, L.P. 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 the underwritten public offering pursuant to the Issuer's Registration Statement on Form S-3 (File No. 333-297888).
  2. F2. Represents shares of common stock held directly by TCO Group Holdings, L.P. The limited partners of TCO Group Holdings, L.P. may control the voting and dispositive power with respect to the common stock if Ignite Aggregator LP consents to a change to the delegation of authority to the committee of limited partners that controls TCO Group Holding, L.P. Ignite GP, Inc. serves as the general partner of Ignite Aggregator LP.
  3. F3. Ignite Aggregator LP's partnership interests are held by Apax X GP Co. Limited on behalf of Apax X EUR LP, Apax X (Guernsey) USD AIV LP and Apax X USD LP (collectively, the "Apax X Fund").
  4. F4. Apax X GP Co. Limited, a company incorporated in Guernsey, acts as the investment manager and is responsible for the decision-making on behalf of the Apax X Fund. Each of the foregoing entities disclaims beneficial ownership of the shares held of record by TCO Group Holdings, L.P. except to the extent of its pecuniary interest therein.
Shares sold 1,500,000 shares Sale by TCO Group Holdings, L.P. on October 21, 2026
Sale price $9.25 per share Sale on October 21, 2026
Shares held after sale 101,076,555 shares TCO Group Holdings, L.P., following the October 21, 2026 sale
over-allotment option financial
"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.
dispositive power financial
"voting and dispositive power with respect to the common stock"
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.
pecuniary interest financial
"except to the extent of its pecuniary interest therein"
beneficial ownership financial
"disclaims beneficial ownership of the shares held of record"
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 1,500,000 shares of InnovAge common stock on October 21, 2026, at $9.25 per share. It held 101,076,555 shares after the transaction. The sale related to the underwriters’ exercise of the over-allotment option; no Rule 10b5-1 plan is reported.

Which entities were named as INNV reporting persons?

The reporting persons were Ignite Aggregator LP, Apax X (Guernsey) USD AIV LP, Ignite GP Inc., Apax X EUR L.P., Apax X USD L.P., and Apax X GP Co. Ltd, each identified as a ten-percent owner. The footnotes state that each foregoing entity disclaims beneficial ownership except to the extent of its pecuniary interest.

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

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Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
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*
IGNITE AGGREGATOR LP

(Last)(First)(Middle)
C/O APAX PARTNERS US, LLC
601 LEXINGTON AVENUE, 58TH FLOOR

(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)
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)
Form filed by One Reporting Person
XForm 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$9.25101,076,555ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
IGNITE AGGREGATOR LP

(Last)(First)(Middle)
C/O APAX PARTNERS US, LLC
601 LEXINGTON AVENUE, 58TH FLOOR

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
APAX X (GUERNSEY) USD AIV LP

(Last)(First)(Middle)
C/O APAX PARTNERS US, LLC
601 LEXINGTON AVENUE, 58TH FLOOR

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
IGNITE GP INC.

(Last)(First)(Middle)
C/O APAX PARTNERS US, LLC
601 LEXINGTON AVENUE, 58TH FLOOR

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Apax X EUR L.P.

(Last)(First)(Middle)
C/O APAX PARTNERS US, LLC
601 LEXINGTON AVENUE, 58TH FLOOR

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Apax X USD L.P.

(Last)(First)(Middle)
C/O APAX PARTNERS US, LLC
601 LEXINGTON AVENUE, 58TH FLOOR

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Apax X GP Co. Ltd

(Last)(First)(Middle)
C/O APAX PARTNERS US, LLC
601 LEXINGTON AVENUE, 58TH FLOOR

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. On October 21, 2026, TCO Group Holdings, L.P. 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 the underwritten public offering pursuant to the Issuer's Registration Statement on Form S-3 (File No. 333-297888).
2. Represents shares of common stock held directly by TCO Group Holdings, L.P. The limited partners of TCO Group Holdings, L.P. may control the voting and dispositive power with respect to the common stock if Ignite Aggregator LP consents to a change to the delegation of authority to the committee of limited partners that controls TCO Group Holding, L.P. Ignite GP, Inc. serves as the general partner of Ignite Aggregator LP.
3. Ignite Aggregator LP's partnership interests are held by Apax X GP Co. Limited on behalf of Apax X EUR LP, Apax X (Guernsey) USD AIV LP and Apax X USD LP (collectively, the "Apax X Fund").
4. Apax X GP Co. Limited, a company incorporated in Guernsey, acts as the investment manager and is responsible for the decision-making on behalf of the Apax X Fund. Each of the foregoing entities disclaims beneficial ownership of the shares held of record by TCO Group Holdings, L.P. except to the extent of its pecuniary interest therein.
/s/ Andrew Cavanna, President of Ignite GP, Inc., the general partner of Ignite Aggregator LP10/23/2026
/s/ Andrew Cavanna, Authorized Signatory of Ignite GP, Inc.10/23/2026
/s/ Andrew Guille, Authorized Signatory of Apax X (Guernsey) USD AIV LP10/23/2026
/s/ Andrew Guille, Authorized Signatory of Apax X EUR LP10/23/2026
/s/ Andrew Guille, Authorized Signatory of Apax X USD LP10/23/2026
/s/ Andrew Guille, Authorized Signatory of Apax X GP Co. Limited10/23/2026
** 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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