AVAH 8-K
Aveanna Healthcare Holdings, Inc. (AVAH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry Into a Material Definitive Agreement.
On November 13, 2025, Aveanna Healthcare Holdings Inc. (the “Company”) entered into a second amendment (the “Second Amendment”) to that certain Amended and Restated Stockholders Agreement (as amended, the “A&R Stockholders Agreement”) with certain affiliates of Bain Capital L.P. (“Bain”), certain affiliates of J.H. Whitney Capital Partners (“Whitney” and, together with Bain, the “Sponsor Affiliates”) and certain other parties thereto.
Pursuant to the Second Amendment, certain executives of the Company (the “Executives”) that are party to the A&R Stockholders Agreement may only sell, transfer, assign, pledge or otherwise directly or indirectly dispose of (“Transfer”) shares of the Company’s common stock (the “Common Stock”) to the extent that such Transfer (a) is pre-approved by the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) and (b) would not result in such Executive being in non-compliance with the Company’s Stock Ownership Guidelines. Transfers made in connection with “sell to cover” or similar transactions intended to satisfy the exercise price or tax withholding obligations of equity awards held by an Executive are exempt from the above-described restrictions on Transfers. The Second Amendment further provides that certain Other Stockholders (as defined in the A&R Stockholders Agreement) may Transfer shares of Common Stock without restriction or the consent of any other person.
The foregoing description of the Second Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 13, 2025, Christopher Gordon informed the Board of his decision to resign from his position as a Class II director of the Board, effective immediately. The decision by Mr. Gordon to resign from the Board was not the result of any disagreement with the Company on any matter regarding the Company’s operations, policies or practices.
Additionally, on November 13, 2025, the Board appointed Sam Weil to serve as a Class II director to fill the vacancy created by Mr. Gordon’s resignation. Mr. Weil will serve as a director until the Company’s 2026 Annual Meeting of Stockholders and until his successor shall have been elected and qualified, subject to his earlier death, resignation, retirement, disqualification or removal. Mr. Weil will also serve as a member of the Compensation Committee. The Board has determined that Mr. Weil is “independent” under the applicable rules of the U.S. Securities and Exchange Commission and the Nasdaq listing standards.
Mr. Weil, age 35, joined Bain in 2015, where he currently serves as a Principal and member of the North America private equity team focused on investments in the Healthcare sub-sectors including healthcare delivery and life sciences. Prior to joining Bain Capital, he was a management consultant at McKinsey & Company, where he focused primarily on strategy and operations for clients across the healthcare industry.
Mr. Weil was appointed to the Board as a Class II director in accordance with the A&R Stockholders Agreement, pursuant to which the Company has committed to take necessary action to appoint a director designated by Bain to fill a vacancy created due to the departure of a director previously designated by Bain, subject to certain equity ownership levels.
Since the beginning of the Company’s last fiscal year, there have been no transactions, and there are no currently proposed transactions, to which the Company was or is a participant and in which Mr. Weil had or is to have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K.
As a non-employee director who is affiliated with Bain, Mr. Weil will not receive compensation in accordance with the Company’s current non-employee director compensation policy.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AVEANNA HEALTHCARE HOLDINGS INC. |
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Date: |
November 14, 2025 |
By: |
/s/ Jeff Shaner |
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Jeff Shaner |
Exhibit 10.1
AVEANNA HEALTHCARE HOLDINGS INC.
SECOND AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Amendment”), effective as of November 13, 2025 (the “Effective Date”), is made by and among (i) Aveanna Healthcare Holdings Inc., a Delaware corporation (the “Company”), (ii) BCPE Eagle Investor, LP (“Bain Sponsor”), (iii) (a) J.H. Whitney VII, L.P., (b) PSA Healthcare Investment Holding LLC and (c) PSA Iliad Holdings LLC (clauses (a), (b) and (c) together, “Whitney Sponsors”) (each, individually, a “Party” and together, the “Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).
RECITALS
WHEREAS, the Company and certain Stockholders entered into that certain Amended and Restated Stockholders Agreement, dated May 3, 2021 (as amended from time to time, the “Agreement”);
WHEREAS, Section 11(a) of the Agreement provides that the provisions of the Agreement may be amended, modified or waived only with the prior written consent of each Sponsor holding at least 1% of the outstanding shares of voting Company Capital Stock on a fully-diluted basis (each, a “Consenting Sponsor”); and
WHEREAS, Bain Sponsor and Whitney Sponsors, being the only Consenting Sponsors as of the Effective Date, and the Company desire to amend the Agreement as set forth herein pursuant to Section 11(a) of the Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises contained in this Amendment, and other good and valuable consideration, and intending to be legally bound thereby, the Parties hereby agree as follows:
(i) Public Transfers. Any Stockholder may, subject to the terms of the Registration Rights Agreement, sell, transfer, assign, pledge or otherwise directly or indirectly dispose of, whether with or without consideration and whether voluntarily or involuntarily or by operation of law (“Transfer” or, if used as a noun, a “Transfer”) any or all of such Stockholder’s Stockholder Shares without the consent of any other Person in a Public Sale; provided, that (x) in the case of an Other Stockholder, such Other Stockholder may only Transfer to the extent such Transfer would not result in the Relative Ownership Percentage of such Other Stockholder immediately following such Transfer being less than the Relative Ownership Percentage of the Sponsors immediately following such Transfer and (y) if, due to this Agreement, the Registration Rights Agreement or any other agreement, any Stockholders are deemed to constitute a single group for purposes of Rule 144 during any volume limit measurement period thereunder, such Stockholders will not be permitted to Transfer pursuant to Rule 144 during such measurement period more than their pro rata portion (determined, as of the commencement of such measurement period, as the percentage equal to (1) such Stockholder’s aggregate number of Stockholder Shares divided by (2) the applicable Stockholders’ aggregate number of Stockholder Shares) of
the aggregate number of Stockholder Shares that may be Transferred by such Stockholders within the constraints of such volume limit during such measurement period; provided, further, that the Other Stockholders listed on Annex A hereto shall not be subject to the Transfer restrictions described in the foregoing clause; provided, further, that in the case of an Executive listed on Annex B hereto, such Executive may only Transfer Stockholder Shares to the extent that (x) such Transfer is pre-approved by the Compensation Committee of the Board and (y) the Transfer would not result in the Executive listed on Annex B being in non-compliance with the Company’s Stock Ownership Guidelines, as in effect on the date of the Transfer. Notwithstanding the foregoing or anything to the contrary in this Agreement, an Executive listed on Annex B shall be permitted to complete any Transfers (x) in connection with “sell to cover” or similar open market transactions to satisfy any exercise price or tax withholding obligations as a result of the exercise, vesting and/or settlement of the Company equity awards (including options and restricted stock units) that are held by such Executive and issued under the Company’s stock incentive plan or other equity award plan (such equity awards, the “Equity Awards”) and (y) to the Company in connection with the vesting, settlement or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including any Transfer to the Company for the payment of exercise price, tax withholdings or remittance payments due as a result of the vesting, settlement or exercise of such restricted stock units, options, warrants or other rights, or in connection with the conversion of convertible securities, in all such cases pursuant to Equity Awards granted under a stock incentive plan or other equity award plan, or pursuant to the terms of convertible securities. For the purposes of this Section 3(a)(i), “Relative Ownership Percentage” shall mean (A) with respect to the Stockholder Shares held by an Other Stockholder, a fraction (expressed as a percentage) (i) the numerator of which is the number of Stockholder Shares owned by such Other Stockholder immediately following the effective time of a Transfer and (ii) the denominator of which is the aggregate number of Stockholder Shares owned by such Other Stockholder at the time of the consummation of the IPO and (B) with respect to the Stockholder Shares held by the Sponsors, a fraction (expressed as a percentage) (i) the numerator of which is the aggregate number of Stockholder Shares owned by all of the Sponsors immediately following the effective time of such Transfer and (ii) the denominator of which is the aggregate number of Stockholder Shares owned by all of the Sponsors at the time of the consummation of the IPO.
(ii) Cooperation. In connection with a proposed Transfer of Stockholder Shares by a Sponsor, the Company will provide, and will cause its controlled Affiliates to provide, such cooperation as may be reasonably requested by such Sponsor in connection with the prospective purchaser’s due diligence investigation of the Company and its controlled Affiliates, including providing such proposed purchaser with reasonable access to the material contracts, properties, books and records of the Company and its controlled Affiliates and reasonable access to management on reasonable notice, subject to any such prospective purchaser entering into a customary confidentiality agreement in favor of the Company.
Section 8. [Reserved].
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IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of the Effective Date.
AVEANNA HEALTHCARE HOLDINGS INC.
By: |
/s/ Jeffrey Shaner |
Name: |
Jeffrey Shaner |
Title: |
Chief Executive Officer |
[Signature Page to Amendment to Amended and Restated Stockholders Agreement]
BCPE EAGLE INVESTOR, LP
By: BCPE Eagle GP, LLC
Its: General Partner
By: Bain Capital Fund XI, L.P.
Its: Member
By: Bain Capital Partners XI, L.P.
Its: General Partner
By: Bain Capital Investors, LLC
Its: General Partner
By: |
/s/ Devin O'Reilly |
Name: |
Devin O’Reilly |
Title: |
Authorized Signatory |
[Signature Page to Amendment to Amended and Restated Stockholders Agreement]
J.H. WHITNEY VII, L.P.
By: J.H. WHITNEY EQUITY PARTNERS VII, LLC
Its: General Partner
By: |
/s/ Robert Williams |
Name: |
Robert Williams |
Title: |
Authorized Signatory |
PSA HEALTHCARE INVESTMENT HOLDING LLC
By: |
/s/ Robert Williams |
Name: |
Robert Williams |
Title: |
Authorized Signatory |
PSA ILIAD HOLDINGS LLC
By: |
/s/ Robert Williams |
Name: |
Robert Williams |
Title: |
Authorized Signatory |
[Signature Page to Amendment to Amended and Restated Stockholders Agreement]
Annex A
Other Stockholders Excluded from All Transfer Restrictions
Shane Brinkerhoff
Michael Young
Matthew Haglund
Patrick Cunningham
Rachel Witt
Chandra Burns
James Elkington
Neal McDowell
Victor Lira
Mike Muncy
Jim Melancon
Becky Hobson
Rocky Gonzalez
Patrick Gauthier
Dave Afshar
Shannon Drake
Richard Zoretic
Sheldon Retchin
Victor Ganzi
Erica Schwartz
Steve Rodgers
Brent Layton
Melissa Jean Akail
Melissa Wildermuth Akali
Austin J. Albury
Jaun M. Andrus
Anthony P. Angelo
Paula Marie Arnold
Jonathan Beckler
Veronica L. Benson
Joseph D. Bettini
Crystal Blackshear
Jeffrey Blair
Nataly Blair
Leanna Bryant
Eduardo Bueno
Aaron Burris
Diana Bustos
Sidney Ha Cananea
Erin Carrell
Monica Castillo
Chassie L. Chairs
Danielle Chattin
Amanda Cifuentes
Leah Clark
Andrew P. Clinton
Jennifer Jean Combs
Lindsey Cook
Claire V. Cooper
Janet Mary Daly
Angele Italia DAmico
Steven Davidson
Rob Dennis
Marianne Lynn Dernbach
Roxanna Smith Donahue
Jennifer Ellis
Vicki Emch
Ingrid Justine Emmons
Selena Escalante
Cindy Leigh Everett
Janet Fehler
Michael R. Fiorelli
Jelyne Floro
Barbara Folts
Danialle Foster
Kara A. Fremont
Linda J. Fussell
Juan Manuel M. Garcia
Dorothy M. Gartman
Terin Glaser
Tammy Gronski
Jaimie A. Hall
Kim Hancock
Michael Harrington
Guy Montgomery Harris
Najet Hawkins
Shannon Heath
Teri Lynn Henning
George Hernandez
Eduardo A. Hinojosa
Jennifer W. Hocutt
Jacqueline Holland
Oni Holley-Brown
Dustin Frederick Holston
Alan Daniel Horowitz
Matthew Housden
Harriett Howard
Robert L. Howren
Joshua K. Hubbard
Alexandria Idstein
Leslie Terranella Ivory
Derrian James
Michael Javitt
Cody Jennings
Trevor Karagias
Catherine Kilkenny
Lisa J. Klimek
Marcus Koenig
Elizabeth Kowalczyk
Carsa Kruppenbach
LaThanya Lancaster
Regina Loraine Lane
Robin Lee
Christina Lizaola-Barela
Lisa Gentilella Loesser
Sasha Miranda Loffio
Adam L. Marconi
Eileen P. Martin
Kevin Mcbride
Toni-Ann McSharry
Annette Felicia Michael
Daniella Marie Millan-Portillo
David Kenneth Milton
Richard Montgomery
Alma Morales
Wesley Moss
Chomba Mwenya
Koushan Noorbehesht
Klacie Joanne Norris
Victoria Oliveira-Stewart
Erik Ollestad
Laurie Otis
Tracy L. Parker
David Pearce
Mary Peck
Gino Pici
Renee Pina
Adrienne Pyle
Julian Ramos
Reynaldo Ramos
Kelly S Reppart
Mario Reyna
Sarah E. Roberts
Shelley Stockman Roberts
Kristina Rodriguez
Mary Rummelhart
Stephanie Russell
Stephanie Schlenger
Paul Seugling
Colleen K. Shade
Joseph Sharp
Danal Slay
Blake Smith
Kyle Joseph Smith
Kate M. Speer
Meredith Spencer
Peyton K. Stephens
Nathan Stitley
Martin Stoleroff
Timothy Swann
Eric Sweeney
Susan M. Tamburin
Lisa K. Teel
Bryce Trammell
Linda Trelstad
Loredana Vacarasu
Baobay Xiong Vang
Victoria Vasquez
Brandon Wakil
Karlene Watts
Melissa M. Wilbanks
Ashley Price Wilcox
Amanda Wright
Kelly Ann York
Annex B
Executives
Rodney Windley
Jeffrey Shaner
Matthew Buckhalter
Deborah Stewart
Jerry Perchik
Ed Reisz
Kristy Rohwedder