What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-09-09 compared with 2025-09-09 · 30 added, 22 removed, 120 unchanged (30% of the section changed)

10 unchanged sentences

Based on our assessment under the criteria established in Internal Control — Integrated Framework (2013 Framework) issued by the COSO, management has concluded that the Company maintained effective internal control over financial reporting as of June 30, 2026.

This Form 10-K does not include an attestation report on internal controls over financial reporting of the Company's registered public accounting firm.

Additionally, our auditors will not be required to formally opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act.

Attestation Report of the Registered Public Accounting Firm

The attestation report of Deloitte & Touche LLP, our independent registered public accounting firm, on the effectiveness of our internal control over financial reporting as of June 30, 2026 is included in Item 8, Financial Statements and Supplementary Data of this Annual Report.

Changes to our Internal Control over Financial Reporting

2 unchanged sentences

Insider Trading Arrangements and policies

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

On June 2, 2026 , Nicole D’Amato , the Company’s Chief Legal Officer and Corporate Secretary , adopted a Rule 10b5-1 trading arrangement (as defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act for the sale of up to 34,021 shares of the Company’s common stock through September 25, 2027 , or upon the earlier completion of all authorized transactions under the plan.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

24 unchanged sentences

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

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

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

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

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

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

Description of Securities .

4.1 Description of Securities (incorporated by reference to Exhibit 4 to the Company ’ s Annual Report on Form 10-K filed with the SEC on September 9, 2025) .

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

8 unchanged sentences

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

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

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

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

2 unchanged sentences

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

and Patrick Blair.

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

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

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

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

and Patrick Blair (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K filed with the SEC on September 9, 2025).

Employment Agreement, dated May 11, 2026, by and between Total Community Options, Inc.

and Jennifer Browne (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 12, 2026).

Class B Unit Award Agreement, dated May 11, 2026, by and between TCO Group Holdings, L.P.

and Jennifer Browne (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on May 12, 2026).

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

6 unchanged sentences

and Benjamin C.

Adams (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K filed with the SEC on September 9, 2025).

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

2 unchanged sentences

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

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

and Nicole D ’ Amato.

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

and Nicole D’Amato (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K filed with the SEC on September 9, 2025).

InnovAge Holding Corp.

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

10.19+ Employment Agreement, effective September 30, 2025, by and between Total Community Options, Inc.

and Meredith Delk (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025).

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

and Meredith Delk (incorporated by reference to Exhibit 10.6 to the Company ’ s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025).

10.21+* Employment Agreement, dated August 17, 2026, by and between Total Community Options, Inc.

and Paul Taheri.

10.22+* Class B Unit Award Agreement, dated as of August 17, 2026, by and between TCO Group Holdings, L.P.

and Paul Taheri.

10.23+ TCO Group Holdings, L.P.

2 unchanged sentences

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

I nsider Trading Policy

19 Insider Trading Policy (incorporated by reference to Exhibit 19 to the Company's Annual Report on Form 10-K filed with the SEC on September 9, 2025).

21* Subsidiaries of InnovAge Holding Corp.

23* Consent of Deloitte & Touche LLP

24* Powers of Attorney (included on signature page)

31.1* Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

4 unchanged sentences

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

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

97 Clawback Policy (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K filed with the SEC on September 10, 2024).

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

14 unchanged sentences

Chief Financial Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Patrick Blair, Benjamin C.

Adams and Nicole D’Amato, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of September 8, 2026.

6 unchanged sentences

John Ellis Bush

/s/ James Carlson Director, Chair of the Board

/s/ James Carlson Director

James Carlson

5 unchanged sentences

Edward Kennedy, Jr.

/s/ Thomas Scully Director

/s/ Pavithra Mahesh Director

Pavithra Mahesh

/s/ Thomas Scully Director, Chair of the Board

Thomas Scully

3 unchanged sentences

Marilyn Tavenner

/s/ Sean Traynor Director

/s/ Richard Zoretic Director

1 unchanged sentence

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

What changed 10-K

Item 9A. Controls and Procedures