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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Stockholders and the Board of Directors of InnovAge Holding Corp.
−Removed: Opinion on the Financial Statements
+Added: To the shareholders and the Board of Directors of InnovAge Holding Corp.
+Added: Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of InnovAge Holding Corp.
−Removed: and subsidiaries (the "Company") as of June 30, 2025 and 2024, the related consolidated statements of operations, stockholders' equity, and cash flows, for each of the two years in the period ended June 30, 2025, and the related notes (collectively referred to as the "financial statements").
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
−Removed: Basis for Opinion
−Removed: These financial statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company's financial statements based on our audits.
+Added: and subsidiaries (the "Company") as of June 30, 2026 and 2025, the related consolidated statements of operations, stockholder's equity, and cash flows, for each of the two years in the period ended June 30, 2026, and the related notes (collectively referred to as the "financial statements").
+Added: We also have audited the Company's internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America.
+Added: Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
+Added: Basis for Opinions
+Added: The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting.
+Added: Our responsibility is to express an opinion on these financial statements and an opinion on the Company's internal control over financial reporting based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
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We conducted our audits in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
−Removed: Accordingly, we express no such opinion.
−Removed: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
+Added: Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audits provide a reasonable basis for our opinion.
+Added: Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
+Added: Our audits also included performing such other procedures as we considered necessary in the circumstances.
+Added: We believe that our audits provide a reasonable basis for our opinions.
+Added: Definition and Limitations of Internal Control over Financial Reporting
+Added: A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
+Added: A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
+Added: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
+Added: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
+Added: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
+Added: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
+Added: Critical Audit Matter
+Added: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: Estimated Claims Liability – Refer to Note 2 to the Financial Statements
+Added: Critical Audit Matter Description
+Added: The Company’s estimated claims are a liability to third-party healthcare service providers that provide medical care to participants for which the Company is contractually obligated to pay.
+Added: The balance consists of estimates of claims incurred on or before June 30, 2026 that have not been reported to the Company by that date.
+Added: The estimates are developed using actuarial methods and are based on many variables, including utilization of healthcare services, historical payment patterns, cost trends, and other factors.
+Added: The complex estimation methods and the resulting liability are continually reviewed and updated, and any adjustments deemed necessary to contemplate new or updated information are reflected in current operations.
+Added: We identified the estimated claims liability as a critical audit matter because it requires significant management assumptions in estimating the liability.
+Added: This required complex auditor judgment, and an increased extent of effort, including the involvement of actuarial specialists in performing procedures to evaluate the reasonableness of management's methods, assumptions, and judgments in developing estimates for the liability.
+Added: How the Critical Audit Matter Was Addressed in the Audit
+Added: Our audit procedures related to the estimated claims liability included the following, among others:
+Added: • We tested the effectiveness of controls over the Company's actuarial process for estimating the liability for estimated claims, including the controls over the review of the actuarial assumptions within the reserve models.
+Added: • We tested the underlying claims and participant data and other information that served as the basis for the actuarial analysis, to test that the inputs to the actuarial estimate were complete and accurate.
+Added: • With the assistance of actuarial specialists, we evaluated the reasonableness of the actuarial methods and assumptions used by management to estimate the liability for estimated claims by:
+Added: ◦ Performing an overlay of the historical claims data used in management's current year model to the data used in prior periods to validate that there were no material changes to the claims data tested in prior periods.
+Added: ◦ Developing an independent estimate of the estimated claims liability for these services and comparing our estimate to management's estimate.
+Added: ◦ Performing a retrospective review comparing management's prior year estimate of the liability for estimated claims to claims processed in the current year with dates of service in prior years.
/s/ DELOITTE & TOUCHE LLP
−Removed: Denver, Colorado
September 8, 2026
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Restricted cash 10 11
−Removed: Accounts receivable, net of allowance ($ — – June 30, 2025 and $ 6,729 – June 30, 2024)
−Removed: 36,373 48,106
−Removed: Prepaid expenses 24,472 18,919
+Added: Accounts receivable 42,390 36,373
+Added: Prepaid expenses and other 27,311 24,472
Income tax receivable 3,276 3,310
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Operating lease assets 21,412 26,901
−Removed: Investments — 2,645
Deposits and other 10,318 9,875
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Total expenses 987,089 883,460
−Removed: Operating Loss ( 29,761 ) ( 23,180 )
+Added: Operating Income (Loss) 2,618 ( 29,761 )
Other Income (Expense)
Interest expense, net ( 4,258 ) ( 4,612 )
−Removed: (Loss) gain on cost and equity method investments ( 1,393 ) 2,842
+Added: Loss on cost and equity method investments — ( 1,393 )
Other income, net 1,906 1,739
−Removed: Total other (expense) income ( 4,266 ) 1,361
−Removed: Loss Before Income Taxes ( 34,027 ) ( 21,819 )
+Added: Total other expense ( 2,352 ) ( 4,266 )
+Added: Income (Loss) Before Income Taxes 266 ( 34,027 )
Provision for Income Taxes 949 1,316
Net Loss ( 683 ) ( 35,343 )
−Removed: net loss attributable to noncontrolling interests ( 5,030 ) ( 1,883 )
+Added: net income (loss) attributable to noncontrolling interests 1,854 ( 5,030 )
Net Loss Attributable to InnovAge Holding Corp.
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Tax withholding related to the net share settlements of stock-based compensation awards ( 406,528 ) — ( 1,855 ) — — — — ( 1,855 ) —
−Removed: Contribution from joint venture partner — — — — — — 2,900 2,900 —
Shares repurchased at cost ( 1,426,420 ) — — — 1,426,420 ( 7,321 ) — ( 7,321 ) —
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Balances, June 30, 2025 135,440,292 $ 137 $ 343,378 $ ( 101,047 ) 1,462,979 ( 7,500 ) $ 2,930 $ 237,898 $ 25,010
−Removed: Balances, June 30, 2024 136,116,299 $ 136 $ 337,615 $ ( 68,311 ) 37 ( 179 ) $ 8,347 $ 277,608 $ 22,200
Stock-based compensation 861,246 — 7,048 — — — — 7,048 —
Tax withholding related to the net share settlements of stock-based compensation awards ( 281,489 ) — ( 1,702 ) — — — — ( 1,702 ) —
−Removed: Shares repurchased at cost ( 1,426,420 ) — — — 1,426,420 ( 7,321 ) — ( 7,321 ) —
+Added: Contributions from joint venture partner — — — — — — 3,200 3,200 —
+Added: Distributions to joint venture — — — — — — — — ( 1,995 )
Fair value adjustment for redeemable noncontrolling interests — — — ( 2,174 ) — — — ( 2,174 ) 2,174
9 unchanged sentences
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
−Removed: Loss on disposal of assets 508 78
+Added: (Gain) loss on disposal of assets ( 418 ) 508
Provision for uncollectible accounts — 524
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Changes in operating assets and liabilities, net of acquisitions
−Removed: Accounts receivable, net 11,210 ( 30,333 )
−Removed: Prepaid expenses ( 4,041 ) ( 703 )
+Added: Accounts receivable ( 6,018 ) 11,210
+Added: Prepaid expenses and other ( 2,832 ) ( 4,041 )
Income tax receivable 34 14
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Due to Medicaid and Medicare 3,883 ( 814 )
−Removed: Income taxes payable — ( 1,212 )
Operating lease liabilities ( 6,006 ) ( 8,713 )
−Removed: Deferred revenue — ( 28,115 )
−Removed: Net cash provided by (used in) operating activities 32,866 ( 36,898 )
+Added: Net cash provided by operating activities 64,714 32,866
Investing Activities
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Acquisition of business — ( 4,774 )
+Added: Proceeds from sale of assets held for sale 3,716 —
Net cash used in investing activities ( 12,340 ) ( 5,550 )
1 unchanged sentence
Payments for finance lease obligations ( 5,206 ) ( 6,107 )
+Added: Proceeds from long-term debt 60,082 —
Principal payments on long-term debt ( 71,282 ) ( 3,799 )
+Added: Payment of debt issuance costs ( 1,989 ) —
Repurchase of equity securities — ( 7,321 )
−Removed: Contribution from joint venture partner — 2,900
+Added: Contributions from joint venture partner 3,200 —
+Added: Distributions to joint venture partner ( 1,634 ) —
Taxes paid related to net settlements of stock-based compensation awards ( 1,702 ) ( 1,855 )
1 unchanged sentence
Net change in cash, cash equivalents and restricted cash including cash of $ 0.08 million reclassified to assets held for sale
−Removed: 8,234 ( 70,305 )
change in cash and restricted cash reclassified to assets held for sale ( 82 ) ( 1,054 )
−Removed: INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS & RESTRICTED CASH 7,180 ( 70,305 )
+Added: INCREASE IN CASH, CASH EQUIVALENTS & RESTRICTED CASH 33,761 7,180
CASH, CASH EQUIVALENTS & RESTRICTED CASH, BEGINNING OF PERIOD 64,140 56,960
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PACE is a fully-capitated managed care program, which serves the frail elderly, and predominantly dual-eligible, population in a community-based service model.
−Removed: We define dual-eligible seniors as individuals who are 55+ and qualify for benefits under both Medicare and Medicaid.
+Added: The Company defines dual-eligible seniors as individuals who are 55+ and qualify for benefits under both Medicare and Medicaid.
InnovAge provides all needed healthcare services through an all-inclusive, coordinated model of care, and the Company is at risk for 100 % of healthcare costs incurred with respect to the care of its participants.
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All intercompany accounts and transactions have been eliminated in consolidation.
+Added: The Company does not have any components of comprehensive income (loss) and comprehensive income (loss) is equal to net income (loss) reported in the statements of operations for all periods presented.
Use of Estimates
−Removed: The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
−Removed: Estimates are used in accounting for, among other things, the allowance for uncollectible accounts;
−Removed: revenue reserves;
−Removed: useful lives of property and equipment and the valuation of goodwill and intangible assets;
−Removed: risk-score adjustments to participant revenues;
−Removed: reported and estimated claims;
−Removed: the determination of assumptions for stock-based compensation costs;
−Removed: deferred taxes, including the determination of a need for a valuation allowance;
−Removed: legal contingencies, including medical malpractice claims;
−Removed: the determination of fair value of net assets acquired in a business combination;
−Removed: and other fair value measurements.
−Removed: Actual results may differ from previously estimated amounts.
+Added: The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
+Added: Actual results may differ from these estimates under different assumptions or conditions, impacting our reported results of operations and financial condition.
+Added: Certain accounting estimates involve significant judgments and assumptions by management that have a material impact on the carrying value of assets and liabilities and the recognition of income and expenses.
+Added: The estimates and assumptions used by management are based on historical experience and other factors believed to be reasonable under the circumstances.
+Added: Estimates are used in accounting for, among other things, revenue recognition, including risk-score adjustments and Part D risk corridor provisions related to participant revenues;
+Added: reported and estimated claims, including claims incurred but not yet reported (IBNR);
+Added: and the valuation and impairment of goodwill and intangible assets.
Cash and Cash Equivalents
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Restricted Cash
−Removed: Restricted cash includes cash held for participants who have established a personal-needs account to pay for nonmedical personal expenses, payment of which only occurs upon participant authorization, in the amount of approximately $ 0.01 million and $ 0.01 million as of June 30, 2025 and 2024, respectively.
+Added: Restricted cash includes cash held for participants who have established a personal-needs account to pay for nonmedical personal expenses, payment of which only occurs upon participant authorization, in the amount of approximately $ 0.01 million as of each June 30, 2026 and 2025.
The Company records a related deposit liability for any participant contributions to these personal-needs accounts in accounts payable and accrued expenses in the consolidated balance sheets.
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Estimated reimbursement amounts are adjusted in future periods as final settlements are determined.
−Removed: Accounts are written off as bad debts when they are deemed uncollectible based upon individual credit evaluations and specific circumstances underlying the accounts.
See additional information in Note 3 “Revenue Recognition.”
18 unchanged sentences
Land is not depreciated, and construction in progress is not depreciated until ready for service.
−Removed: Costs of enhancements or modifications that substantially extend the capacity or useful life of an asset are capitalized and depreciated accordingly.
+Added: enhancements or modifications that substantially extend the capacity or useful life of an asset are capitalized and depreciated accordingly.
Ordinary repairs and maintenance are expensed as incurred.
1 unchanged sentence
Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable.
−Removed: The Company recorded a $ 7.1 million impairment of construction in progress during the fiscal year ended June 30, 2025, related to halting developments to a previously planned de novo center in Louisville, Kentucky that the Company is no longer pursuing.
−Removed: There were no impairment charges recorded in the fiscal year ended June 30, 2024.
+Added: The Company recorded a $ 2.6 million and $ 7.1 million impairment of construction in progress during the fiscal years ended June 30, 2026 and June 30, 2025, respectively, related to halting developments to previously planned de novo centers in Downey, California and Louisville, Kentucky, respectively, that the Company is no longer pursuing.
Cloud Computing Arrangements
1 unchanged sentence
Application development stage implementation costs (implementation costs) of a hosting arrangement are deferred and recorded to prepaid expenses and other assets in the consolidated balance sheets.
−Removed: Implementation costs are expensed on a straight-line basis and recorded in SG&A expenses in the consolidated statements of operations over the term of the hosting arrangement, including reasonably certain renewals, which are generally one to three years .
+Added: Implementation costs are expensed on a straight-line basis and recorded in Corporate, general and administrative expenses in the Company’s consolidated statements of operations over the term of the hosting arrangement, including reasonably certain renewals, which are generally one to three years .
Cost method investments do not have a readily determinable fair value and are carried at cost, less impairment plus or minus any changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer.
4 unchanged sentences
If the investment is determined to have a decline in value deemed to be other than temporary it is written down to estimated fair value.
−Removed: During the fiscal years ended June 30, 2025 and June 30, 2024, the Company recorded impairment charges of $ 2.6 million and $ 2.0 million, respectively.
−Removed: See Note 4 “Cost and Equity Method Investments” for more information.
+Added: During the fiscal year ended June 30, 2025, the Company recorded impairment charges of $ 2.6 million.
+Added: There were no impairment charges recorded during the fiscal year ended June 30, 2026.
+Added: See Note 4 “Investments” for more information.
Goodwill and Intangible Assets
−Removed: Intangible assets primarily consist of customer relationships acquired through business acquisitions.
Goodwill represents the excess of consideration paid over the fair value of net assets acquired through business acquisitions.
−Removed: Goodwill is not amortized but is tested for impairment at least annually.
−Removed: The Company tests goodwill for impairment annually on April 1st or more frequently if triggering events occur or other impairment indicators arise which might impair recoverability.
−Removed: These events or circumstances would include a significant change in the business climate, legal factors, operating performance indicators, competition, sale, disposition of a significant portion of the business, or other factors.
+Added: The Company does not amortize goodwill but tests it for impairment at least annually or when an interim triggering event has occurred indicating potential impairment.
+Added: The Company’s annual test is performed on April 1, the first day of the fourth quarter.
+Added: The Company’s impairment evaluations represent a critical accounting policy as they require significant judgments and assumptions that management believe to be reasonable but that are inherently uncertain and unpredictable.
Impairment of goodwill is evaluated at the reporting unit level.
2 unchanged sentences
a component).
−Removed: A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component.
−Removed: The Company has two reporting units, East and West, for evaluating goodwill impairment.
−Removed: ASC 350, Intangibles — Goodwill and Other (“ASC 350”), allows entities to first use a qualitative approach to test goodwill for impairment.
−Removed: When the reporting units where the Company performs the quantitative goodwill impairment are tested, the Company compares the fair value of the reporting unit, which the Company primarily determines using an income approach based on the present value of discounted cash flows, to the respective carrying value, which includes goodwill.
−Removed: If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired.
−Removed: If the carrying value is higher than the fair value, the difference would be recognized as an impairment loss.
−Removed: performed a quantitative assessment for both fiscal years ended June 30, 2025 and 2024 noting there were no goodwill impairments indicated as the estimated fair value for each reporting unit exceeded their respective carrying value.
+Added: For purposes of the annual goodwill impairment assessment, the Company has identified two reporting units, East and West.
+Added: When performing the Company’s annual test for impairment, management may assess goodwill for potential impairment using either a qualitative or quantitative assessment.
+Added: The qualitative assessment may evaluate factors such as a significant change in the business climate, legal factors, operating performance indicators, competition, sale, disposition of a significant portion of the business, or other factors.
+Added: If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, a quantitative assessment is performed.
+Added: For the quantitative
+Added: assessment, the Company compares the estimated fair value of the reporting unit with the respective carrying value, including the goodwill assigned to the reporting unit.
+Added: The quantitative assessment uses a combination of an income approach (discounted cash flow analysis), a cost approach, and a market approach to estimate the fair value of each reporting unit.
+Added: If carrying value of the reporting unit exceeds its estimated fair value, an impairment charge is recorded.
+Added: The Company completed a qualitative assessment of goodwill as of April 1, 2026, and concluded that it was not more likely than not that the fair value of either reporting unit was less than its carrying value.
+Added: Accordingly, no quantitative impairment test was required, and no goodwill impairment was recorded during the years ended June 30, 2026 and 2025.
+Added: Intangible assets primarily consist of customer relationships acquired through business acquisitions.
Customer relationships represent the estimated values of customer relationships of acquired businesses and have definite lives.
7 unchanged sentences
Debt Issuance Costs
−Removed: Debt issuance costs are those costs that have been incurred in connection with the issuance of long-term debt and are offset against long-term debt in the consolidated balance sheets.
−Removed: Such costs are being amortized over the term of the underlying debt using the straight-line method, as the difference between that and the effective interest method are immaterial.
+Added: Debt issuance costs incurred in connection with the issuance of long-term debt are presented as a direct deduction from the carrying amount of the related debt liability in the consolidated balance sheets.
+Added: Debt issuance costs incurred in connection with the Company's revolving credit facility are recorded in Deposits and other in the consolidated balance sheets, as there may be no outstanding borrowings against which to offset such costs.
+Added: All debt issuance costs are amortized over the term of the underlying debt using the straight-line method, as the difference between that method and the effective interest method is immaterial.
Revenue Recognition
+Added: The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”).
Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services.
7 unchanged sentences
For a discussion of our revenue recognition policies, please see Note 3 “Revenue Recognition.”
−Removed: Professional Liability Claims
−Removed: The Company records a liability for medical malpractice claims based on estimated probable losses and costs associated with settling these claims and a receivable to reflect the estimated insurance recoveries, if any.
−Removed: See Note 9 “Commitments and Contingencies.”
Advertising Costs
−Removed: The Company’s purchased services and contracts expenses include media advertising, tactical advertising, and promotion costs.
+Added: The Company’s sales and marketing expenses include media advertising, tactical advertising, and promotion costs.
The creative portion of these activities is expensed as incurred.
1 unchanged sentence
In that case, these costs are capitalized and amortized over the period estimated to benefit from the campaign.
−Removed: Total advertising expenses were $ 7.2 million and $ 6.8 million for the fiscal years ended June 30, 2025 and 2024, respectively.
+Added: Total advertising expenses included in sales and marketing expenses were $ 8.3 million and $ 7.2 million for the fiscal years ended June 30, 2026 and 2025, respectively.
Stock-based Compensation
13 unchanged sentences
The impact on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment.
−Removed: The members of InnovAge Senior Housing Thornton, LLC (“SH1”), InnovAge California PACE - Sacramento (“SCR”), and InnovAge Florida PACE II, LLC (“ORL) have elected to be taxed as partnerships, and no provision (benefit) for income taxes for SH1, SCR or ORL is included in these consolidated financial statements.
+Added: The members of InnovAge California PACE - Sacramento (“SCR”), InnovAge Florida PACE, LLC (“TMP”), and InnovAge Florida PACE II, LLC (“ORL) have elected to be taxed as partnerships, and no provision (benefit) for income taxes for SCR, TMP, or ORL is included in these consolidated financial statements.
+Added: In addition, no provision (benefit) for income taxes for SH1 is included in the consolidated financial statements through the date of the Company’s sale of its partnership interest in SH1 on September 11, 2025.
A valuation allowance is provided to the extent that it is more likely than not that deferred tax assets will not be realized.
6 unchanged sentences
The primary beneficiary is required to consolidate the VIE.
−Removed: SH1 and Pinewood Lodge, LLP (“PWD”) are considered to be VIEs.
−Removed: The Company was not considered the primary beneficiary of PWD but was considered the primary beneficiary of SH1.
−Removed: On March 13, 2024, PWD entered into a Purchase and Sale Agreement for the sale of all of PWD's property, including the Senior Housing unit, which sale closed on May 2, 2024.
−Removed: The partnership was then dissolved.
+Added: SH1 was considered a VIE.
+Added: The Company was considered the primary beneficiary of SH1.
On June 30, 2025, the Company entered into an agreement to sell the Company’s managing member interest in SH1 and vacant land adjacent to SH1 senior housing property.
As a result, the Company reported the associated assets and liabilities as Assets held for sale and Liabilities held for sale in the Company’s consolidated balance sheets as of June 30, 2025.
−Removed: Emerging Growth Company Status
−Removed: The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act").
−Removed: Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.
−Removed: The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company, which is expected to occur at the end of fiscal year 2026, or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act.
−Removed: As a result, the Company's consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
+Added: On September 11, 2025, the Company closed on the sale of the Company’s managing member interest in SH1 and the adjacent vacant land.
+Added: The Company is no longer associated with any VIEs.
Recently Adopted Accounting Pronouncements
−Removed: Segment Reporting
−Removed: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures .
−Removed: ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker.
−Removed: Additionally, ASU 2023-07 requires that all existing annual segment disclosures be provided on an interim basis and clarifies that single reportable segment entities are subject to the disclosure requirement under Topic 280 in its entirety.
−Removed: The Company adopted ASU 2023-07 effective for the fiscal year ended June 30, 2025.
−Removed: As a result, the Company has included the additional required disclosures in Note 14 “Segment Reporting” with retrospective presentation to all prior periods presented in the financial statements.
−Removed: The adoption of this guidance did not have a significant impact on the Company’s related disclosure.
−Removed: Recent Accounting Pronouncements Not Yet Adopted
−Removed: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
+Added: In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):
Improvements to Income Tax Disclosures .
−Removed: ASU 2023-09 requires additional disclosures related to rate reconciliation, income taxes paid, and other disclosures.
−Removed: ASU 2023-09 requires public companies to annually (i) disclose specific categories in the rate reconciliation and (ii) provide additional information for reconciling items that meet a quantitative threshold.
−Removed: Additionally, ASU 2023-09 requires public companies to annually disclose the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, as well as the amount of income taxes paid by individual jurisdiction.
−Removed: ASU 2023-09 is effective for annual periods beginning after December 15, 2025.
−Removed: The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements.
+Added: ASU 2023-09 requires public companies to annually (i) disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, and (ii) disclose the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, as well as by individual jurisdiction.
+Added: The Company adopted ASU 2023-09 in its annual consolidated financial statements for the year ending June 30, 2026.
+Added: As ASU 2023-09 relates solely to income tax
+Added: disclosures, adoption did not have a material impact on the Company's consolidated financial statements.
+Added: The required disclosures are included in Note 12 “Income Taxes.”
+Added: Recent Accounting Pronouncements Not Yet Adopted
Disaggregation of Income Statement Expenses
4 unchanged sentences
The Company is currently evaluating the effects this guidance will have on its consolidated financial statements.
+Added: Interim Reporting
+Added: In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):
+Added: Narrow-Scope Improvements , which clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with U.S.
+Added: Per the FASB, the amendment does not intend to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provide clarity and improve navigability of the existing interim reporting requirements.
+Added: The update will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.
+Added: The Company is assessing the effect of this update on its consolidated financial statements and related disclosures.
The Company does not expect that any other recently issued accounting guidance will have a significant effect on its consolidated financial statements.
9 unchanged sentences
The Company considers all contracts with participants as a single performance obligation to provide comprehensive medical, health, and social services that integrate acute and long-term care.
−Removed: The Company identified that contracts with customers in the PACE
−Removed: program have similar performance obligations and therefore groups them into one portfolio.
+Added: The Company identified that contracts with customers in the PACE program have similar performance obligations and therefore groups them into one portfolio.
This performance obligation is satisfied over time as the Company provides comprehensive care to its participants.
5 unchanged sentences
These costs are amortized over a three-year period which corresponds to the average time a participant is enrolled in the PACE program.
−Removed: As of June 30, 2025 and 2024, contract assets included within deposits and other were $ 2.2 million and $ 2.8 million, respectively.
+Added: As of June 30, 2026 and 2025, contract assets included within prepaid expenses and other and deposits and other were $ 4.7 million and $ 2.2 million, respectively.
The Company disaggregates capitation revenue from the following sources for the year ended June 30:
1 unchanged sentence
Medicare 44 % 45 %
−Removed: Private pay and other *% *%
+Added: VA, private pay and other *% *%
Total 100 % 100 %
1 unchanged sentence
The Company determined the transaction price for these contracts is the amount we expect to be entitled to, which is the most likely amount.
−Removed: For certain capitation payments, the Company is subject to retroactive premium risk adjustment payments according to the CMS risk adjustment payment timeline.
+Added: For certain capitation payments, the Company is subject to risk adjustment reconciliations according to the CMS risk adjustment payment timeline.
Specifically, there is a midyear true up payment based on updated risk score calculations and a final true up payment to allow for complete diagnosis submission.
14 unchanged sentences
Medicare 10 % 21 %
−Removed: Private pay and other 3 % 7 %
+Added: VA, private pay and other 1 % 3 %
Total 100 % 100 %
2 unchanged sentences
Other Service Revenue and Accounts Receivable
−Removed: Other service revenue primarily consists of revenues derived from state food grants and rent revenues.
−Removed: Accounts receivable related to other service revenue were not significant as of both June 30, 2025 and June 30, 2024.
+Added: Other service revenue primarily consists of revenues derived from state grants.
+Added: Accounts receivable related to other service revenue were not significant as of each of June 30, 2026 and June 30, 2025.
Laws and regulations governing the Medicare and Medicaid programs are complex and subject to change, as well as government review.
1 unchanged sentence
See Note 9, “Commitments and Contingencies.”
−Removed: The Company holds cost method investments as of June 30:
−Removed: Cost method investments $ — $ 2,645
−Removed: Total investments $ — $ 2,645
−Removed: Nonconsolidated Entities
−Removed: Cost Method Investments
−Removed: As of June 30, 2025 and 2024, the Company maintained two investments accounted for using the cost method.
−Removed: The Company’s ownership interests are less than 20% of the voting stock of the investments and the Company does not have the ability to exercise significant influence over the operating and financial policies of the investments.
−Removed: The investments do not have a readily determinable fair value and the Company has elected to record the investments at cost, less impairment, if any.
−Removed: In August 2021, the Company acquired a minority interest in shares of common stock of Jetdoc, Inc.
−Removed: (“Jetdoc”), a telehealth and virtual urgent care app, for cash consideration of $ 2.0 million.
−Removed: The Company determined that indicators of impairment were present as of December 31, 2023, and recognized an impairment loss of $ 1.9 million during the three months then ended.
−Removed: During the three months ended March 31, 2024, the Company determined that the remaining balance of our investment in Jetdoc was impaired and recognized an additional impairment loss of $ 0.1 million.
−Removed: Impairment losses are included in gain on cost and equity method investments on our consolidated statements of operations.
−Removed: During the year ended June 30, 2025, there were no observable price changes or impairments recorded.
−Removed: As of June 30, 2025, the Company does not have any ownership interest in JetDoc.
−Removed: DispatchHealth
−Removed: On June 14, 2019, the Company invested $ 1.5 million in DispatchHealth Holdings, Inc.
−Removed: through the purchase of a portion of its outstanding Series B Preferred Stock.
−Removed: On April 2, 2020, the Company invested an additional $ 1.1 million through the purchase of a portion of its outstanding Series C Preferred Stock.
−Removed: As of June 30, 2024, the balance of the Company’s investment was $ 2.6 million.
−Removed: The investment does not have a readily determinable fair value and the Company has elected to record the investment at cost, less impairment, if any.
−Removed: During the fiscal year ended June 30, 2024, there were no observable price changes or impairments.
−Removed: During the fiscal year ended June 30, 2025, the Company determined that indicators of impairment were present and recognized a $ 2.6 million impairment loss.
−Removed: Equity Method Investments
−Removed: Pinewood Lodge
−Removed: Through May 2, 2024, the Company’s operations included a Senior Housing unit that primarily included the accounts of Continental Community Housing (“CCH”), a wholly-owned subsidiary of the Company and the general partner of PWD, which was organized to develop, construct, own, maintain, and operate certain apartment complexes intended for rental to low-income elderly individuals aged 62 or older.
−Removed: PWD was a VIE, but the Company was not the primary beneficiary.
−Removed: The Company did not have the power to direct the activities that most significantly impacted the economic performance of PWD.
−Removed: Accordingly, the Company did not
−Removed: consolidate PWD.
−Removed: PWD was accounted for using the equity method of accounting.
−Removed: The equity earnings of PWD were insignificant.
−Removed: As of June 30, 2024, the balance of the Company’s investment in PWD was $ 0.8 million, which represented the maximum exposure to loss.
−Removed: On March 13, 2024, PWD entered into a Purchase and Sale Agreement for the sale of all of PWD's property, including the Senior Housing unit.
−Removed: On May 2, 2024, PWD closed on the sale of its Senior Housing property for $ 9.5 million.
−Removed: Upon completion of the sale, PWD ceased providing senior housing services and in June 2024 was dissolved.
−Removed: Following the dissolution, the remaining proceeds from the sale were distributed in accordance with the partnership agreement and as otherwise agreed by the partners.
−Removed: Consolidated Entities
Controlling Interest
InnovAge Florida PACE – Orlando
−Removed: On May 28, 2024, the Company entered into a Joint Venture Agreement with Orlando Health (“OHI”) to develop and manage PACE centers to serve communities in Orlando, Florida.
−Removed: In connection with the joint venture, the joint venture, InnovAge Florida PACE – Orlando was formed.
−Removed: The Company contributed $ 26.1 million for its controlling membership interest of 90 %.
−Removed: As result, the joint venture’s results are consolidated in the Company’s consolidated financial statements.
+Added: On May 28, 2024, the Company entered into a Joint Venture Agreement with Orlando Health (“OHI”) to develop and manage the Company’s PACE center to serve the communities in Orlando, Florida.
+Added: In connection with the joint venture, the Company contributed $ 26.1 million for its controlling membership interest of 90 % of InnovAge Florida PACE - Orlando.
OHI contributed $ 2.9 million in cash for its 10 % interest.
+Added: As a result, the joint venture’s results are consolidated in the Company’s consolidated financial statements.
InnovAge Florida PACE – Tampa
−Removed: On August 15, 2025, the Company entered into a Joint Venture Agreement with Tampa General Hospital to develop the Company’s PACE center serving the communities in Tampa, Florida.
−Removed: In connection with the joint venture, the Company contributed an aggregate of $ 28.8 million for its controlling membership interest of 90 %.
−Removed: As a result, the joint venture’s results will be consolidated in the Company’s consolidated financial statements from the JV agreement date forward.
−Removed: Tampa General Hospital contributed $ 3.2 million in cash for its 10 % interest.
+Added: On August 15, 2025, the Company entered into a Joint Venture Agreement with Tampa General Hospital (“TGH”) to develop the Company’s PACE center to serve the communities in Tampa, Florida.
+Added: In connection with the joint venture, the Company contributed an aggregate of $ 28.8 million for its controlling membership interest of 90 % of InnovAge Florida PACE - Tampa.
+Added: TGH contributed $ 3.2 million in cash for its 10 % interest.
+Added: As a result, the joint venture’s results are consolidated in the Company’s consolidated financial statements.
Noncontrolling Interest
−Removed: Senior Housing
−Removed: The Company’s operations include a 0.01 % partnership interest in SH1, which was organized to develop, construct, own, maintain, and operate certain apartment complexes intended for rental to low-income elderly individuals aged 62 or older.
−Removed: SH1 is a VIE.
−Removed: The Company is the primary beneficiary of SH1 and consolidates SH1 because it has the power to direct the activities that are most significant to SH1 and has an obligation to absorb losses or the right to receive benefits from SH1.
−Removed: The most significant activity of SH1 is the operation of the senior housing facility.
−Removed: The Company has provided a subordinated loan to SH1 and has provided a guarantee for a convertible term loan held by SH1.
+Added: The Company’s operations included a 0.01 % partnership interest in SH1, which was organized to develop, construct, own, maintain, and operate certain apartment complexes intended for rental to low-income elderly individuals aged 62 or older.
+Added: SH1 was a VIE.
+Added: The Company was the primary beneficiary of SH1 and consolidated SH1 because it had the power to direct the activities that were most significant to SH1 and had an obligation to absorb losses or the right to receive benefits from SH1.
+Added: The most significant activity of SH1 was the operation of the senior housing facility.
+Added: In 2015, SH1 took out a convertible term loan for which the Company provided a guarantee.
On June 30, 2025, the Company entered into an agreement to sell the Company’s managing member interest in SH1 and vacant land adjacent to SH1 senior housing property.
1 unchanged sentence
The Company has recorded the Assets held for sale, net of Liabilities held for sale at the fair value, less cost to sell, and as a result recorded a $ 4.5 million loss on assets held for sale for the year ended June 30, 2025.
+Added: On September 11, 2025, the Company closed on the sale of the Company’s managing member interest in SH1 and the adjacent vacant land and recorded an additional loss on assets held for sale of $ 0.1 million for the year ended June 30, 2026.
+Added: Following the sale of the Company’s managing interest in SH1, the convertible loan is no longer an obligation of the Company.
Redeemable Noncontrolling Interest
InnovAge Sacramento
−Removed: On March 18, 2019, in connection with the formation of InnovAge Sacramento, the joint venture with Adventist Health System/West (“Adventist”) and Eskaton Properties, Incorporated (“Eskaton”), the Company contributed $ 9.0 million in cash and land valued at $ 4.2 million for a 59.9 % membership interest in the joint venture.
−Removed: Further, Adventist contributed $ 5.8 million in cash and Eskaton contributed $ 3.0 million in cash for membership interests of 26.4 % and 13.7 %, respectively.
−Removed: In fiscal year 2021, the Company made an additional contribution of $ 52,000 and obtained an additional 0.1 % membership interest in the joint venture, which resulted in the Company obtaining control and consolidating InnovAge Sacramento as of January 1, 2021.
−Removed: The InnovAge California PACE-Sacramento LLC Limited Liability Company Agreement (the “JV Agreement”) includes numerous provisions whereby, if certain conditions are met, the joint venture may be required to purchase, at fair
−Removed: market value, certain members’ interests or certain members may be required to purchase, at fair market value, the interests of certain other members.
+Added: On March 18, 2019, the Company entered into a joint venture with Adventist Health System/West (“Adventist”) and Eskaton Properties, Incorporated (“Eskaton”) relating to InnovAge California PACE - Sacramento.
+Added: As of June 30, 2026 and 2025, the Company held a 60 % membership interest in the joint venture and Adventist and Eskaton held 26.35 % and 13.65 %, respectively.
+Added: As a result, the joint venture’s results are consolidated in the Company’s consolidated financial statements.
+Added: The InnovAge California PACE-Sacramento LLC Limited Liability Company Agreement (the “JV Agreement”) includes numerous provisions whereby, if certain conditions are met, the joint venture may be required to purchase, at fair market value, certain members’ interests or certain members may be required to purchase, at fair market value, the interests of certain other members.
The Company’s investment in InnovAge Sacramento includes a put right for the noncontrolling interest holders to require the Company to repurchase the interest of the noncontrolling interest holders at fair value, after the initial term of the management services agreement in 2028.
1 unchanged sentence
Accordingly, these put rights held by the noncontrolling interests of the joint venture are required to be presented as temporary equity.
−Removed: As of June 30, 2025 and 2024, the Company’s redeemable noncontrolling interest was recorded at fair value of $ 25.0 million and $ 22.2 million, respectively.
+Added: As of June 30, 2026 and 2025, the Company’s redeemable noncontrolling interest was recorded at a fair value of $ 30.0 million and $ 25.0 million, respectively.
Goodwill and Intangible Assets
Goodwill represents the excess of cost over the fair value of net assets acquired.
−Removed: Goodwill amounted to $ 142.0 million and $ 139.9 million as of June 30, 2025 and June 30, 2024, respectively.
−Removed: The Company had one acquisition resulting in goodwill during each of the years ended June 30, 2025 and 2024, see additional information in Note 11 “Acquisitions.” Goodwill is not amortized.
+Added: The Company has no acquisitions during the year ended June 30, 2026.
+Added: The Company had one acquisition resulting in goodwill during the year ended June 30, 2025, see additional information in Note 11 “Acquisitions.” Goodwill is not amortized.
Pursuant to ASC 350, “Intangibles — Goodwill and Other,” we review the recoverability of goodwill annually as of April 1 or whenever significant events or changes occur which might impair the recovery of recorded amounts.
−Removed: For purposes of the annual goodwill impairment assessment for fiscal year 2025, the Company identified two reporting units, East and West.
+Added: For purposes of the annual goodwill impairment assessment for fiscal years 2026 and 2025, the Company identified two reporting units, East and West.
There were no indicators of impairment identified and no goodwill impairments recorded during the years ended June 30, 2026 and 2025.
15 unchanged sentences
The Company recorded amortization expense of $ 0.7 million for each of the years ended June 30, 2026 and 2025.
−Removed: The total expected future annual amortization expense for the next 5 years ended June 30, is as follows:
+Added: The total expected future annual amortization expense for the next 5 years ending June 30, is as follows:
in thousands Amortization Expense
4 unchanged sentences
The Company determines if an arrangement is or contains a lease at the lease inception date by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset.
−Removed: The leases are noncancelable and expire on various terms from 2025 through 2034.
+Added: The leases are noncancelable and expire on various terms
+Added: from 2026 through 2039.
We determine if an arrangement is a lease upon commencement of the contract.
14 unchanged sentences
Total leased assets $ 35,914 $ 40,304
−Removed: The Company recorded a $ 1.4 million impairment of operating lease ROU assets during the year ended June 30, 2025.
−Removed: See Note 2, “Summary of Significant Accounting Policies.” There were no impairments during the fiscal year ended June 30, 2024.
+Added: The Company recorded impairment charges of operating lease assets of $ 0.4 million and $ 1.4 million during the years ended June 30, 2026 and June 30, 2025, respectively.
The following table presents the components of our lease cost and the classification of such costs in our Statements of Operations for the years ended June 30 .
16 unchanged sentences
The following table includes the future maturities of lease payments for operating leases and finance leases for periods subsequent to June 30, 2026.
−Removed: in thousands Operating Lease Finance Lease Total
+Added: Year ending June 30, Operating Lease Finance Lease Total
2026 $ 5,999 $ 6,686 $ 12,685
14 unchanged sentences
Term Loan Facility $ 48,812 $ 60,000
−Removed: Convertible term loan — 2,239
Total debt 48,812 60,000
2 unchanged sentences
Noncurrent maturities $ 45,521 $ 57,464
−Removed: As of June 30, 2025, the SH1 Convertible Term Loan, which was previously classified within Current portion of long-term debt and Long-term debt, net of debt issuance costs, has been transferred to Liabilities held for sale.
Credit Agreement
−Removed: On March 8, 2021, the Company entered into a credit agreement (as amended, the “Credit Agreement”) that replaced its prior credit agreement.
−Removed: As of June 30, 2025, the Credit Agreement consisted of a senior secured term loan (the “Term
−Removed: Loan Facility”) of $ 75.0 million principal amount and a revolving credit facility (the “Revolving Credit Facility”) of $ 100.0 million maximum borrowing capacity.
−Removed: Subsequent Event
On August 8, 2025, the Company entered into Amendment No.
−Removed: 2 to the Credit Agreement.
+Added: 2 to the Credit Agreement, dated as of March 8, 2021 (as amended, the “Credit Agreement”).
Amendment No.
−Removed: 2 refinanced the Term Loan Facility with a $ 50.7 million term loan (the “Term Loan A Facility”), renewed the commitments with respect to the Revolving Credit Facility and extended the maturity date of both the Term Loan A Facility and the Revolving Credit Facility to August 8, 2028 from March 8, 2026.
+Added: 2 refinanced the then-existing Term Loan Facility with a $ 50.7 million term loan (the “Term Loan A Facility”), renewed the commitments with respect to the Revolving Credit Facility for maximum borrowing capacity of $ 100.0 million (the “Revolving Credit Facility”), and extended the maturity date of both the Term Loan A Facility and the Revolving Credit Facility to August 8, 2028 from March 8, 2026.
Terms of the Credit Agreement
1 unchanged sentence
Loans under the Credit Agreement are secured by substantially all of the Company’s assets.
−Removed: Principal on the Term Loan Facility and Term Loan A Facility is paid each calendar quarter in an amount equal to 1.25 % of the initial term loan on closing date.
+Added: Principal on the Term Loan A Facility is paid each calendar quarter in an amount equal to 1.25 % of the initial term loan on closing date.
Outstanding principal amounts under the Credit Agreement accrue interest at a variable interest rate.
−Removed: As of June 30, 2025 and 2024, the interest rate on the Term Loan Facility was 6.13 % and 7.18 %, respectively.
+Added: As of June 30, 2026 and 2025, the interest rate on the Term Loan A Facility was 6.15 % and 6.13 %, respectively.
Under the terms of the Credit Agreement, the Revolving Credit Facility fee accrues at 0.50 % of the average daily unused amount and is paid quarterly.
4 unchanged sentences
The Company was in compliance with the covenants of the Credit Agreement as of June 30, 2026 and 2025.
−Removed: The deferred financing costs of $ 2.0 million are amortized over the term of the underlying debt and unamortized amounts have been offset against long-term debt in the consolidated balance sheets.
+Added: Deferred financing costs are amortized over the term of the underlying debt and unamortized amounts related to the Term Loan A Facility have been partially offset against long-term debt and unamortized amounts related to the Revolving Credit Facility are recorded in deposits and other in the consolidated balance sheets.
Total amortization of deferred financing costs was $ 0.8 million and $ 0.4 million for the years ended June 30, 2026 and 2025, respectively.
−Removed: Convertible Term Loan
−Removed: On June 29, 2015, SH1 entered into a convertible term loan.
−Removed: Principal and interest payments of $ 0.02 million are due monthly.
−Removed: The loan bears interest at an annual rate of 6.68 %, with the remaining principal balance due upon maturity at August 20, 2030.
−Removed: The loan is secured by a deed of trust to Public Trustee, assignment of leases and rents, security agreements, and SH1’s fixture filing.
−Removed: On June 30, 2025, the Company entered into an agreement to sell the Company’s managing member interest in SH1.
−Removed: As a result, the Company reported the associated liabilities related to the convertible term loan as Liabilities held for sale in the Company’s consolidated balance sheets as of June 30, 2025.
Aggregate maturities of our debt as of June 30, 2026 were as follows:
11 unchanged sentences
Level 3 Unobservable inputs to the valuation techniques that are significant to the fair value measurements of the assets or liabilities
−Removed: The following table presents the Company’s short-term investments that are measured and accounted for at fair value on a recurring basis as of June 30, 2025.
−Removed: in thousands Amortized Cost Fair Value Short-term Investments
+Added: The following table presents the Company’s short-term investments that are measured and accounted for at fair value on a recurring basis as of June 30, 2026 and 2025.
+Added: June 30, 2026 June 30, 2025
+Added: in thousands Amortized Cost Fair Value Short-term Investments Amortized Cost Fair Value Short-term Investments
Mutual funds 43,114 43,435 43,435 41,367 41,775 41,775
14 unchanged sentences
The Company is not currently aware of any unasserted claims or unreported incidents that are expected to exceed medical malpractice insurance coverage limits.
−Removed: From time to time, the Company may be involved in various legal proceedings and be subject to claims.
+Added: From time to time, the Company is involved in various legal proceedings and be subject to claims.
The Company regularly evaluates the status of claims and legal proceedings in which it is involved in order to assess whether a loss is probable or there is a reasonable possibility that a loss may have been incurred, and to determine whether accruals are appropriate.
2 unchanged sentences
In July 2021, the Company received a civil investigative demand from the Attorney General for the State of Colorado under the Colorado Medicaid False Claims Act.
−Removed: The demand requests information and documents regarding Medicaid billing, patient services and referrals in connection with the Company’s PACE program in Colorado.
−Removed: The Company continues to fully cooperate with the Attorney General.
−Removed: At this time, the Company is unable to estimate the possible losses or range of losses, if any, from this matter.
+Added: The demand requested information and documents regarding Medicaid billing, patient services and referrals in connection with the Company’s PACE program in Colorado.
In February 2022, the Company received a civil investigative demand from the Department of Justice (“DOJ”) under the Federal False Claims Act on similar subject matter.
The demand requested information and documents regarding audits, billing, orders tracking, and quality and timeliness of patient services in connection with the Company’s PACE programs in the states where the Company operated as of 2022 (California, Colorado, New Mexico, Pennsylvania, and Virginia).
−Removed: In December 2022, the Company received a supplemental civil investigative demand requesting supplemental information on the same matters.
−Removed: The Company and the DOJ have begun discussions to understand their respective positions on this matter.
−Removed: At this time, the Company is unable to estimate the possible losses or range of losses, if any, from this matter.
−Removed: In October 2024, the Company received a civil investigative demand from the DOJ under the Federal False Claims Act on a similar subject matter.
−Removed: The demand requests information and documents regarding the Company's relationship as a PACE provider with residential care facilities in California, Colorado, Virginia and New Mexico, related housing costs, and enrollment practices.
−Removed: The Company is fully cooperating with the DOJ and has produced the requested information and documentation.
−Removed: At this time, the Company is unable to estimate the possible losses or range of losses, if any, from this matter.
+Added: In December 2022 and December 2025, the Company received supplemental civil investigative demands requesting supplemental information on the same matters.
+Added: As previously disclosed, the Company and the DOJ have been discussing potential resolutions regarding these matters and are currently negotiating settlements, which remain subject to ongoing governmental review and approval.
+Added: During the third quarter of fiscal 2026, the Company recorded an estimated liability in connection with these matters and, based on its expectations regarding potential resolutions, recorded an incremental estimated liability during the fourth quarter of fiscal 2026.
+Added: Based on the information currently available, the Company does not believe that a material additional loss in excess
+Added: of the amount accrued is reasonably possible.
+Added: However, there can be no assurance that any settlement will be reached, that the terms of any settlement will be consistent with the Company’s current expectations, or that the Company will not incur additional material losses.
+Added: In October 2024, the Company received a civil investigative demand from the DOJ under the Federal False Claims Act on a similar subject matter as the 2022 investigation.
+Added: The demand requested information and documents regarding the Company's relationship as a PACE provider with residential care facilities in California, Colorado, Virginia and New Mexico, related housing costs, and enrollment practices.
+Added: The DOJ closed this investigation in the first quarter of fiscal year 2027.
Stockholder Lawsuits
−Removed: On October 14, 2021, the Company was named as a defendant in a putative class action complaint filed in the District Court for the District of Colorado on behalf of individuals who purchased or acquired shares of the Company’s common stock during a specified period (the “Securities Action”).
−Removed: Through the complaint, plaintiffs asserted claims against the Company, certain of the Company’s officers and directors, Apax Partners, L.P., Welsh, Carson, Anderson & Stowe and the underwriters in the Company’s IPO, alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 for making allegedly inaccurate and misleading statements and omissions in connection with the Company’s IPO and subsequent earnings calls and public filings, and seeking compensatory damages, among other things.
−Removed: In June 2025, the Company and the other defendants entered into an agreement with the plaintiffs to settle all claims in exchange for a payment by the Company of $ 27.0 million.
−Removed: The settlement agreement received preliminary approval from the District Court on June 17, 2025, and a final approval hearing has been set for November 26, 2025.
−Removed: After adjusting for the settlement amounts to be paid directly by the Company's insurers, the Company accrued expenses of $ 10.1 million representing its share of the settlement amount during fiscal year 2025.
−Removed: Until the District Court grants final approval of the settlement, there can be no assurances that the settlement will be completed on the terms disclosed herein or at all.
On April 20, 2022, the Board received a books and records demand pursuant to Section 220 of the Delaware General Corporation Law from a purported stockholder of the Company, Brian Hall.
1 unchanged sentence
Hall filed a lawsuit in the Delaware Court of Chancery asserting derivative claims for breach of fiduciary duty against certain of the Company’s current and former officers and directors generally relating to alleged failures by the defendants to take remedial actions to address the matters that resulted in sanctions by CMS at certain of the Company’s centers, and alleged misstatements in the Company’s public filings relating to those matters.
−Removed: On January 22, 2024, upon stipulation of the parties, the court entered an order further staying the litigation pending the close of fact discovery in the Securities Action or upon order of the Court granting a motion to lift the stay.
−Removed: On July 11, 2025, the parties informed the Court of the settlement agreement in the Securities Action and requested until September 10, 2025, to provide a further update.
−Removed: The parties are discussing a potential resolution of this matter, including a potential settlement.
−Removed: The Court has not established any further deadlines.
−Removed: At this time, the Company is unable to estimate the possible losses or range of losses, if any, from this matter.
−Removed: Other Matters
−Removed: On June 16, 2025, Grane Supply, Inc, d/b/a Grane Rx (“Grane Rx”), the Company’s former pharmacy services vendor, filed an amended demand for arbitration before the American Arbitration Association asserting claims for breach of contract and breach of confidentiality in connection with the Company’s non-renewal and termination of its services agreements with Grane Rx resulting from a discrete Company operational initiative.
−Removed: Grane Rx’s demand seeks various forms of relief, including compensatory damages and injunctive relief.
−Removed: An arbitrator has been appointed and the parties are currently engaged in discovery.
−Removed: Initial mediation took place in May 2025.
−Removed: A final merits hearing in front of the arbitrator is expected to occur in early 2026.
−Removed: At this time, the Company is unable to estimate the possible losses or range of losses, if any, from this matter.
−Removed: The results of legal proceedings and claims are inherently unpredictable and uncertain.
−Removed: The outcomes of legal proceedings and claims could be material to the Company’s operating results for any particular period, depending in part, upon the operating results of such period.
−Removed: Regardless of the outcome, litigation has the potential to have an adverse impact on us due to any related defense and settlement costs, diversion of management resources, and other factors.
+Added: On May 4, 2026, the parties entered into a settlement agreement to resolve the action.
+Added: The settlement agreement provides for, among other things, a monetary payment to the Company and an award of plaintiff's attorneys' fees, which will be fully funded by insurance proceeds, as well as the adoption by the Company of certain corporate governance enhancements.
+Added: The agreement is subject to court approval.
+Added: The court has set a hearing regarding approval of the agreement for October 7, 2026.
+Added: The Company cannot predict whether the court will approve the agreement.
+Added: Litigation Accrual
+Added: As of June 30, 2026, the accrual for litigation matters was approximately $ 37.0 million, substantially all of which is related to the 2021 and 2022 civil investigative demands described above, and is included in accounts payable and accrued expenses in the Company's consolidated balance sheet.
+Added: The results of regulatory proceedings, investigations, inquiries, litigation, claims and audits are inherently unpredictable and uncertain and their actual outcome could differ materially from amounts accrued.
+Added: The outcomes of regulatory proceedings, investigations, inquiries, litigation, claims, and audits claims could be material to the Company’s financial condition and operating results for any particular period, depending in part, upon the operating results of such period.
+Added: Regardless of the outcome, regulatory proceedings, investigations, inquiries, litigation, claims and audits have the potential to have an adverse impact on the Company due to any related defense and settlement costs, diversion of management resources, and other factors.
Stock-based Compensation
10 unchanged sentences
(the “LP”), the Company’s largest shareholder and prior to the IPO, the Company’s parent, maintains the TCO Group Holdings, L.P.
−Removed: Equity Incentive Plan (the “2020 Equity Incentive Plan”) pursuant to which interests in the LP in the form of Class B Units (profits interests) may be granted to employees, directors, consultants, advisers, and other services providers (including partners) of the LP or any of its affiliates, including the Company.
+Added: Equity Incentive Plan (the “2020 Equity Incentive Plan”) pursuant to which interests in the LP in the form of Class B Units (profits interests) may be granted to employees, directors, consultants,
+Added: advisers, and other services providers (including partners) of the LP or any of its affiliates, including the Company.
A maximum number of 16,162,177 Class B Units are authorized for grant under the 2020 Equity Incentive Plan.
6 unchanged sentences
The expected term of the units represents the time the units are expected to be outstanding.
−Removed: During the fiscal year ended June 30, 2024, a total of 2,213,700 Class B Units were awarded to the Company's
−Removed: Chief Executive Officer, Chief Financial Officer, and Chief Legal Officer.
−Removed: The assumptions under the Monte Carlo model related to the profits interests units for fiscal year 2024, presented on a weighted-average basis, are provided below:
+Added: During the fiscal year ended June 30, 2026, a total of 8,068,447 Class B Units were awarded to several executive officers of the Company.
+Added: The assumptions under the Monte Carlo model related to profit interests units for fiscal year 2026, presented on a weighted-average basis, are provided below:
Expected volatility 69.0 - 74.0
4 unchanged sentences
Fair value of underlying stock $ 3.68 - 7.14
−Removed: During the fiscal year ended June 30, 2025, a total of 650,000 Class B Units were awarded to the Company’s President and Chief Operating Officer.
−Removed: The assumptions under the Monte Carlo model related to profit interests units, presented on a weighted-average basis, are provided below:
+Added: During the fiscal year ended June 30, 2025, a total of 650,000 Class B Units were awarded.
+Added: The assumptions under the Monte Carlo model related to profit interests units for fiscal year 2025 , presented on a weighted-average basis, are provided below:
Expected volatility 63.0 %
23 unchanged sentences
In March 2021, the Compensation Committee of the Board approved the InnovAge Holding Corp.
−Removed: 2021 Omnibus Incentive Plan (“2021 Omnibus Incentive Plan”), pursuant to which various stock-based awards may be granted to
−Removed: employees, directors, consultants, and advisers.
+Added: 2021 Omnibus Incentive Plan (“2021 Omnibus Incentive Plan”), pursuant to which various stock-based awards may be granted to employees, directors, consultants, and advisers.
The total number of shares of the Company’s common stock authorized under the 2021 Omnibus Incentive Plan is 14,700,000 .
2 unchanged sentences
The grant date fair value of restricted stock units with time-based vesting is based on the closing market price of our common stock on the date of grant.
−Removed: Certain other awards, including units and stock options under this plan vest upon achieving specific share price performance criteria and are determined to have performance-based vesting conditions.
−Removed: The Company has also issued time-based vesting stock options under this plan to its employees which generally vest in equal parts over a three-year period.
+Added: Certain other awards under this plan, including units and stock options, vest upon achieving specific share price performance criteria and are determined to have performance-based vesting conditions.
Restricted Stock Units
5 unchanged sentences
Outstanding balance, June 30, 2025 1,427,992 $ 11.92
+Added: Granted 2,153,774 $ 4.45
Forfeited ( 711,102 ) $ 4.62
Vested ( 861,246 ) $ 5.41
−Removed: Granted 228,598 $ 4.84
Outstanding balance, June 30, 2026 2,009,418 $ 4.49
6 unchanged sentences
Outstanding balance, June 30, 2025 258,767 $ 5.18
−Removed: Forfeited — $ —
Granted — $ —
+Added: Forfeited — $ —
Outstanding balance, June 30, 2026 258,767 $ 5.18
13 unchanged sentences
Exercisable balance, June 30, 2026 554,499 $ 0.16
−Removed: The total unrecognized compensation costs related to time-based vesting stock options outstanding as of June 30, 2025, was $ 0.01 million and is expected to be recognized over a weighted-average period of 0.2 years.
+Added: As of June 30, 2026, there was no unrecognized compensation cost related to time-based vesting stock options outstanding.
A summary of performance-based vesting stock option activity for the year ended June 30, 2026, was as follows:
8 unchanged sentences
The total unrecognized compensation cost related to performance-based vesting stock options outstanding as of June 30, 2026, was $ 0.1 million and is expected to be recognized over a weighted-average period of 0.5 years.
−Removed: On December 1, 2023, the Company acquired all of the issued and outstanding membership interests of two California-based PACE programs, ConcertoCare PACE of Bakersfield, LLC and ConcertoHealth PACE of Los Angeles, LLC (collectively "Concerto"), from Perfect Health, Inc.
−Removed: d/b/a ConcertoCare, a tech-enabled, value-based provider of at-home, comprehensive care for seniors and other adults with unmet health and social needs, for $ 23.9 million.
−Removed: We believe the Concerto acquisition complements our California PACE centers.
−Removed: The acquisition was funded through cash on hand.
−Removed: Results of operations from the acquired centers are included in our consolidated statements of operations for the year ended June 30, 2024 beginning with the date of acquisition and were not significant to our results.
−Removed: We incurred costs related to the acquisition of approximately $ 0.1 million during the year ended June 30, 2024.
−Removed: Acquisition related costs were expensed as incurred and have been recorded in corporate, general and administrative expenses in our consolidated statements of operations.
−Removed: The Concerto acquisition was accounted for using the purchase method of accounting.
−Removed: The purchase price has been preliminarily allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition.
−Removed: During the measurement period, which is up to one year from the acquisition date, we may adjust provisional amounts that were recognized at the acquisition date to reflect new information obtained about facts and circumstances that
−Removed: existed as of the acquisition date.
−Removed: The fair values of assets acquired and liabilities assumed may change as the valuation of intangible assets, working capital adjustments, and overall purchase price allocation are being finalized.
−Removed: Goodwill represents the excess of the purchase price over the fair value of net assets acquired.
−Removed: Goodwill recognized represents the estimated future economic benefits arising from expected growth opportunities for the Company and is not deductible for income tax purposes.
−Removed: The following table presents the finalized allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date:
−Removed: allocation Measurement period adjustments Adjusted
−Removed: Cash Consideration $ 23,916 $ — $ 23,916
−Removed: Total Consideration $ 23,916 $ — $ 23,916
−Removed: Accounts receivable, net $ 563 $ ( 124 ) $ 439
−Removed: Prepaid expenses 330 739 1,069
−Removed: Property and equipment, net 7,969 — 7,969
−Removed: Operating lease assets 6,892 923 7,815
−Removed: Goodwill 17,348 ( 1,616 ) 15,732
−Removed: Deposits and other 343 — 343
−Removed: Accounts payable and accrued expenses ( 353 ) 78 ( 275 )
−Removed: Reported and estimated claims ( 111 ) — ( 111 )
−Removed: Operating lease obligations ( 8,941 ) — ( 8,941 )
−Removed: Finance lease obligations ( 124 ) — ( 124 )
−Removed: Fair value of assets and liabilities $ 23,916 $ — $ 23,916
−Removed: As of June 30, 2024, we recognized a measurement period adjustment for lease incentives related to tenant improvements.
−Removed: The adjustment resulted in an increase of $ 0.7 million to prepaid expenses and $ 0.9 million to operating lease assets, a decrease of $ 0.1 million to accounts receivable and $ 0.1 million to accounts payable and accrued expenses, and a corresponding decrease of $ 1.6 million to goodwill.
On January 2, 2025, the Company completed the acquisition of certain pharmacy assets from Tabula Rasa Healthcare Group, Inc.
1 unchanged sentence
The acquisition was funded through cash on hand.
−Removed: The TRHC acquisition was accounted for using the purchase method of accounting.
−Removed: The purchase price has been allocated to the assets and liabilities assumed based on their estimated fair values at the date of acquisition.
−Removed: represents the excess of the purchase price over the fair value of net assets acquired and the estimated future economic benefits arising from expected growth opportunities for the Company and is not deductible for income tax purposes.
−Removed: The following table represents the preliminary allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date, measurement period adjustments and the allocation as of the acquisition date:
−Removed: allocation Measurement period adjustments Adjusted
+Added: The acquisition of the TRHC assets was accounted for using the purchase method of accounting.
+Added: The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition.
+Added: Goodwill represents the excess of the purchase price over the fair value of net assets acquired and the estimated future
+Added: economic benefits arising from expected growth opportunities for the Company and is not deductible for income tax purposes.
+Added: The following table represents the finalized allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date.
+Added: The measurement period has closed, and the Company did not recognize any measurement period adjustments.
Cash Consideration $ 4,774
Total Consideration $ 4,774
−Removed: Prepaid expenses $ 1,503 $ — $ 1,503
+Added: Prepaid expenses and other $ 1,503
Property and equipment, net 1,158
5 unchanged sentences
Fair value of assets and liabilities $ 4,774
+Added: The components of pre-tax income (loss), based on the jurisdiction of the legal entity, were as follows:
+Added: Year ended June 30,
+Added: Domestic 266 ( 34,027 )
+Added: Total pre-tax income (loss) $ 266 $ ( 34,027 )
+Added: For the years ended June 30, 2026, and 2025, none of the Company’s pre-tax income was derived from foreign sources.
The Company’s effective income tax rate for the years ended June 30, 2026 and 2025 was 356.5 % and ( 3.9 )%, respectively, which differed from the amount computed by applying the applicable U.S.
1 unchanged sentence
Year ended June 30,
−Removed: Statutory rate $ ( 7,088 ) $ ( 4,581 )
−Removed: IRC Section 162(m) limitation (a) 513 504
+Added: in thousands, except percentages
+Added: US Federal statutory rate $ 56 21.0 % $ ( 7,088 ) 21.0 %
+Added: State & local income tax, net of federal benefit (a) ( 78 ) ( 29.4 ) % 1,251 ( 3.7 ) %
Change in valuation allowance ( 1,495 ) ( 561.4 ) % 4,122 ( 12.2 ) %
−Removed: Permanent adjustments 364 614
−Removed: Prior year true-up and other 420 ( 349 )
−Removed: Income from entities not subject to taxation 1,051 404
−Removed: State tax ( 1,715 ) ( 1,733 )
−Removed: Provision (benefit) for income taxes $ 1,316 $ 1,402
+Added: Nontaxable or nondeductible items:
+Added: IRC Section 162(m) limitation (b) 347 130.2 % 358 ( 1.1 ) %
+Added: Non-controlling Interest ( 389 ) ( 146.1 ) % 1,050 ( 3.1 ) %
+Added: Lobbying expense 200 75.1 % 134 ( 0.4 ) %
+Added: Stock Options 164 61.8 % 139 ( 0.4 ) %
+Added: Meals and Entertainment 54 20.3 % 77 ( 0.2 ) %
+Added: Penalties 3,811 1431.0 % 13 — %
+Added: Other Adjustments
+Added: Deferred Adjustment ( 1,646 ) ( 617.9 ) % 1,260 ( 3.8 ) %
+Added: Prior year true-up ( 75 ) ( 28.0 ) % — — %
+Added: Effective Tax Rate $ 949 356.5 % $ 1,316 ( 3.9 ) %
___________________________________
−Removed: (a) Reflects the permanent addback for the IRC Section 162(m) limitation, which limits the deduction of compensation for the five highest paid officers to $ 1.0 million per officer.
−Removed: Provision (benefit) for income taxes consisted of the following for the years ended June 30, 2025 and 2024:
+Added: (a) The majority of the state tax effect relates to California
+Added: (b) Reflects the permanent addback for the IRC Section 162(m) limitation, which limits the deduction of compensation for the five highest paid officers to $ 1.0 million per officer.
+Added: Provision for income taxes consisted of the following for the years ended June 30, 2026 and 2025:
Year ended June 30,
4 unchanged sentences
Total deferred tax expense 289 1,302
−Removed: Total provision (benefit) for income taxes $ 1,316 $ 1,402
+Added: Provision for income taxes $ 949 $ 1,316
The significant components of deferred tax assets and liabilities were as follows for the years ended June 30, 2026 and 2025:
21 unchanged sentences
ROU asset ( 5,523 ) ( 7,108 )
+Added: Deferred commissions ( 957 ) —
Other — ( 16 )
1 unchanged sentence
Net deferred tax liability $ ( 9,051 ) $ ( 8,761 )
+Added: For the year ended June 30, 2026, the components of income taxes paid were as follows:
+Added: federal $ 610
+Added: state and local 17
+Added: Total income taxes paid $ 627
+Added: The amount of income taxes paid during the year in any individual jurisdiction, net of refunds, did not exceed 5% of total income taxes paid.
Carryforwards
The Company had state net operating loss carryforwards of $ 246.8 million and $ 230.1 million at June 30, 2026 and 2025, respectively, which will begin to expire in 2038 if not utilized.
−Removed: Additionally, the Company has federal net operating loss carryforwards of $ 117.3 million and $ 108.9 million as of June 30, 2025 and 2024, respectively which do not expire.
+Added: Additionally, the Company had federal net operating loss carryforwards of $ 117.3 million as of each of June 30, 2026 and 2025, which do not expire.
Valuation Allowance
1 unchanged sentence
The Company had no uncertain tax positions at June 30, 2026 and 2025.
−Removed: The Company files income tax returns as a consolidated group, excluding SH1, InnovAge Sacramento, and InnovAge Orlando, in the U.S.
+Added: The Company files income tax returns as a consolidated group, excluding SH1, InnovAge Sacramento, InnovAge Orlando, and InnovAge Tampa in the U.S.
federal jurisdiction and various states and is subject to examination by taxing authorities in all of those jurisdictions.
7 unchanged sentences
One Big Beautiful Bill Act
−Removed: On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.
−Removed: The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.
+Added: On July 4, 2025, the One Big Beautiful Bill Act (the “Reconciliation Act”) was enacted in the U.S.
+Added: The Reconciliation Act includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.
The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.
−Removed: The net effect of OBBBA did not have a material impact on the Company’s effective tax rate for the year ended June 30, 2025.
−Removed: The Company continues to evaluate the impact of OBBBA on its consolidated financial statements and will update its estimates as additional guidance becomes available.
−Removed: Related Parties
−Removed: On March 13, 2024, PWD entered into a Purchase and Sale Agreement for the sale of all of PWD's property, including the Senior Housing unit.
−Removed: On May 2, 2024, PWD closed on the sale of its Senior Housing property for $ 9.5 million.
−Removed: Upon completion of the sale, PWD ceased providing senior housing services and was dissolved.
−Removed: Following the dissolution, the remaining proceeds from the sale were distributed in accordance with the partnership agreement and as otherwise agreed by the partners.
−Removed: The Company received net proceeds of $ 4.8 million in connection with the dissolution.
+Added: The net effect of the Reconciliation Act did not have a material impact on the Company’s effective tax rate for the year ended June 30, 2026.
+Added: The Company continues to evaluate the impact of the Reconciliation Act on its consolidated financial statements and will update its estimates as additional guidance becomes available.
Segment Reporting
−Removed: As of June 30, 2025, the Company has three operating segments, two of which are related to the Company’s PACE offering.
+Added: As of June 30, 2026, the Company has two operating segments, both of which are related to the Company’s PACE offering.
The PACE-related operating segments are based on two geographic divisions, which are East and West.
Due to the similar economic characteristics, nature of services, and customers, we have aggregated our East and West operating segments into one reportable segment for PACE.
−Removed: The Company’s remaining operating segment primarily related to Senior Housing, which is an immaterial operating segment, and shown below as “Other” along with certain corporate unallocated expenses.
+Added: The Company’s other/reconciling category related to Senior Housing, and is shown below as “Other” along with certain corporate unallocated expenses.
+Added: As of June 30, 2026, the Company no longer operates Senior Housing as the remaining Senior Housing assets were sold.
+Added: See Note 4, "Investments - Noncontrolling interest."
The Company’s chief operating decision maker (“CODM”) is the chief executive officer.
1 unchanged sentence
The Company evaluates performance and allocates capital resources to each segment based on an operating model that is designed to maximize the quality of care provided and profitability.
−Removed: The CODM considers forecast-to-actual Center-Level Contribution Margin variances on a monthly basis
−Removed: when making decisions about allocating capital and personnel to the segments.
+Added: The CODM considers forecast-to-actual Center-Level Contribution Margin variances on a monthly basis when making decisions about allocating capital and personnel to the segments.
Center-Level Contribution Margin is defined as total segment revenues less external provider costs and cost of care (excluding depreciation and amortization).
15 unchanged sentences
Impairments and loss on assets held for sale 3,154 13,615
−Removed: Operating loss ( 29,761 ) ( 23,180 )
−Removed: Other income ( 4,266 ) 1,361
−Removed: Loss Before Income Taxes $ ( 34,027 ) $ ( 21,819 )
+Added: Operating income (loss) 2,618 ( 29,761 )
+Added: Other expense ( 2,352 ) ( 4,266 )
+Added: Income (Loss) Before Income Taxes $ 266 $ ( 34,027 )
Depreciation and amortization $ 21,141 $ 1 $ 21,142 $ 19,058 $ 452 $ 19,510
___________________________________
−Removed: (1) Center-level Contribution Margin from a segment below the quantitative thresholds was attributable to the Senior Housing operating segment of the Company as of June 30, 2025.
−Removed: This segment has never met any of the quantitative thresholds for determining reportable segments.
+Added: (1) Center-level Contribution Margin from the other/reconciling category was attributable to Senior Housing for the years ended June 30, 2026 and 2025.
Earnings per Share
1 unchanged sentence
Diluted earnings per share is computed using the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding options and other equity awards, using the treasury stock method and the average market price of the Company’s common stock during the applicable period.
−Removed: When a loss from continuing operations exists, all dilutive securities and potentially dilutive securities are anti-dilutive and are therefore excluded from the computation of diluted EPS.
+Added: When a loss from continuing operations exists, all dilutive securities and potentially dilutive securities are antidilutive and are therefore excluded from the computation of diluted EPS.
When net income from continuing operations exists, performance-based units, are omitted from the calculation of diluted EPS until it is determined that the performance criteria has been met at the end of the reporting period.
−Removed: For the year ended June 30, 2025 and 2024, 344,713 and 105,482 potentially dilutive securities were excluded from the weighted-average shares used to calculate the diluted net loss per common share, respectively, as they would have an anti-dilutive effect.
+Added: For the year ended June 30, 2026 and 2025, 1,900,001 and 105,482 potentially dilutive units were excluded from the weighted-average shares used to calculate the diluted net loss per common share, respectively, as they would have an antidilutive effect.
The following table sets forth the computation of basic and diluted net loss per common share:
8 unchanged sentences
EPS (diluted) $ ( 0.02 ) $ ( 0.22 )
−Removed: Share Repurchase Program
−Removed: On June 14, 2024, our Board authorized up to $ 5.0 million of share repurchases.
−Removed: On September 26, 2024, the Company announced the Board’s authorization to increase the share repurchase program by an additional $ 2.5 million of the Company’s common stock.
−Removed: During the year ended June 30, 2024, the Company repurchased 45,023 shares of its common stock for approximately $ 0.2 million, of which 36,559 were placed in Treasury.
−Removed: During the year ended June 30, 2025, the Company repurchased 1,426,420 shares of its common stock for approximately $ 7.3 million , all of which were placed in Treasury.
−Removed: As of June 30, 2025, the repurchase authorization under the program was complete.
Subsequent Event
−Removed: The Company has evaluated subsequent events through September 9, 2025, the date on which the consolidated financial statements were issued, and noted there were none except the Company entered into Amendment No.
−Removed: 2 to the Credit Agreement as disclosed in Note 7, “Long-term Debt” and the Company entered into a Joint Venture Agreement with Tampa General Hospital to develop the Company’s PACE center serving the communities in Tampa, Florida as disclosed in Note 4, “Cost and Equity Method Investments.”
+Added: The Company has evaluated subsequent events through September 8, 2026, the date on which the consolidated financial statements were issued, and noted there were none.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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.