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Item 9A. Controls and Procedures

2025-09-09 compared with 2024-09-10 · 26 added, 20 removed, 116 unchanged (28% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report.

2 unchanged sentences

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

In order to evaluate the effectiveness of internal control over financial reporting, management has conducted an assessment, including testing, using the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control — Integrated Framework (2013 Framework) .

In order to evaluate the effectiveness of the Company’s internal control over financial reporting, management has conducted an assessment, including testing, using the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control — Integrated Framework (2013 Framework) .

The Company’s internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

8 unchanged sentences

Insider Trading Arrangements and policies

On June 13, 2024 , Nicole D’Amato , the Company’s Chief Legal Officer and Corporate Secretary , adopted a Rule 10b5-1 trading arrangement (as defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act for the sale of up to 47,574 shares of the Company’s common stock through September 16, 2025 , or upon the earlier completion of all authorized transactions under the plan.

During the fiscal quarter ended June 30, 2025, no director or executive officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K of the Exchange Act.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

5 unchanged sentences

A current copy of the code is publicly available under “Governance” on the Investor Relations section of our website, https://investor.innovage.com.

Any substantive amendments to or waivers from the Code of Ethics (to the extent applicable to our Chief Executive Officer, Chief Financial Officer or officers responsible for financial reporting) will be disclosed on this page of the Company’s website.

We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding any substantive amendments to or waivers from the Code of Ethics (to the extent applicable to our Chief Executive Officer, Chief Financial Officer or officers responsible for financial reporting) on this page of the Company’s website.

EXECUTIVE COMPENSATION

16 unchanged sentences

3.1 Second Amended and Restated Certificate of Incorporation of InnovAge Holding Corp., filed March 3, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2021).

3.2 C ertificate of Amendment to the Second Amended and Restated Certificate of Incorporation of InnovAge Holding Corp.

(inc orporated by reference to Exhibit 3.2 to the Company ’ s Quarterly Report on Form 10-Q filed with the SEC on February 2, 2025).

3.3 Amended and Restated Bylaws of InnovAge Holding Corp., effective March 3, 2021 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2021).

4.1 Description of Securities (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on September 22, 2021).

Description of Securities .

4.2 Registration Rights Agreement, dated as of March 8, 2021, by and among the Company and the other signatories party thereto (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2021).

3 unchanged sentences

1 to the Credit Agreement, dated as of June 14, 2023, among TCO Intermediate Holdings, Inc., Total Community Options, Inc., each subsidiary loan party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed with the SEC on September 12, 2023).

10.4 Amendment No.

2 to the Credit Agreement, dated as of August 8, 2025, by and among Total Community Options, Inc., TCO Intermediate Holdings, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (including Exhibit A, which is a conformed copy of the Credit Agreement) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 11, 2025).

10.5 Form of Director and Officer Indemnification Agreement between the Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 8, 2021).

1 unchanged sentence

and Patrick Blair (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2021).

A mended Employment Agreement, dated as of October 31, 2024, by and between Total Community Options, Inc.

and Patrick Blair (incorporated by reference to Exhibit 10.4 to the Company ’ s Current Report on Form 8-K filed with the SEC on November 4, 2024).

Class B Unit Award Agreement, effective August 30, 2023, by and between TCO Group Holdings, L.P.

and Patrick Blair (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 1, 2023).

Transition and Separation Agreement, dated as of July 3, 2023, by and between Total Community Options Inc.

and Barbara Gutierrez (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2023).

Letter Agreement relating to Class B Units, dated as of July 3, 2023, by and between TCO Group Holdings, L.P.

and Barbara Gutierrez (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2023).

Class B Unit Award Agreement, dated as of September 5, 2025, by and between TCO Group Holdings, L.P.

and Patrick Blair.

Employment Agreement, dated October 31, 2024, by and between Total Community Options, Inc.

and Michael Scarbrough (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on November 4, 2024).

Class B Unit Award Agreement, effective November 4, 2024, by and between TCO Group Holdings, L.P.

and Michael Scarbrough (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on November 4, 2024).

Employment Agreement, dated as of July 3, 2023, by and between Total Community Options, Inc.

4 unchanged sentences

Adams (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2023).

Class B Unit Award Agreement, dated as of September 5, 2025, by and between TCO Group Holdings, L.P.

and Benjamin C.

Employment Agreement, dated as of November 30, 2021, by and between Nicole D’Amato and Total Community Options, Inc.

(incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed with the SEC on September 13, 2022).

C lass B U nit Award Agreement, dated as of December 18, 2023, by and between TCO Group Holdings, L.P.

Class B Unit Award Agreement, dated as of December 18, 2023, by and between TCO Group Holdings, L.P.

and Nicole D’Amato (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2023).

Employment Agreement, dated February 28, 2023, by and between InnovAge Holding Corp.

and Christine Bent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 28, 2023).

Employment Agreement, dated as of August 15, 2022, by and between Richard Feifer and Total Community Options, Inc.

(incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed with the SEC on September 13, 2022).

C lass B Unit Award Agreement, dated as of September 5, 2025, by and between TCO Group Holdings, L.P.

and Nicole D ’ Amato.

InnovAge Holding Corp.

2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on March 5, 2021).

TCO Group Holdings, Inc.

2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 8, 2021).

TCO Group Holdings, L.P.

1 unchanged sentence

Form of Stock Option Grant Notice and Agreement (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1/A filed with the SEC on February 24, 2021).

Form of Restricted Stock Unit Grant Notice and Agreement

F orm of Non-Employee Director Rest ricted Stock Unit Grant Notice and Agreement

Form of Restricted Stock Unit Grant Notice and Agreement (incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K filed with the SEC on September 10, 2024).

I nsider Trading Policy

21* Subsidiaries of InnovAge Holding Corp.

7 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

C lawback Policy

97 C lawback Policy (inco rporated by reference to Exhibit 97 to the C o mpany ’ s Annual Report on Form 10-K filed with the SEC on September 10, 2024).

101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

19 unchanged sentences

Signature Title

/s/ Patrick Blair President and Chief Executive Officer (principal executive officer)

/s/ Patrick Blair Chief Executive Officer (principal executive officer)

Patrick Blair

20 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures