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Form 8-K

sec.gov

8-K — InnovAge Holding Corp.

Accession: 0001834376-26-000018

Filed: 2026-05-05

Period: 2026-05-05

CIK: 0001834376

SIC: 8000 (SERVICES-HEALTH SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — innv-20260505.htm (Primary)

EX-99.1 (innv-20260505xexx991.htm)

GRAPHIC (tmb-20221108xex99d1002.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: innv-20260505.htm · Sequence: 1

innv-20260505

FALSE000183437600018343762026-05-052026-05-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2026

INNOVAGE HOLDING CORP.

(Exact name of registrant as specified in its charter)

Delaware 001-40159 81-0710819

(State or other jurisdiction

of incorporation) (Commission File Number) (IRS Employer

Identification No.)

8950 E. Lowry Boulevard

Denver, CO

80230

(Address of principal executive offices) (Zip Code)

(844) 803-8745

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s) Name of each exchange on which

registered

Common Stock, $0.001 par value

INNV

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02.    Results of Operations and Financial Condition.

On May 5, 2026, InnovAge Holding Corp. issued a press release announcing financial results for the third fiscal quarter ended March 31, 2026, and related matters. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated in this Item 2.02 by reference.

The information in this Item 2.02, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit Description

99.1

Press Release of InnovAge Holding Corp., dated May 5, 2026

104 Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INNOVAGE HOLDING CORP.

Date: May 5, 2026

By:

/s/ Benjamin C. Adams

Name:

Benjamin C. Adams

Title:

Chief Financial Officer

EX-99.1

EX-99.1

Filename: innv-20260505xexx991.htm · Sequence: 2

Document

Exhibit 99.1

INNOVAGE ANNOUNCES FINANCIAL RESULTS FOR THE

FISCAL THIRD QUARTER ENDED MARCH 31, 2025

DENVER, CO., May 5, 2026 (GLOBE NEWSWIRE) -- InnovAge Holding Corp. (“InnovAge” or the “Company”) (Nasdaq: INNV), an industry leader in providing comprehensive healthcare programs to frail, predominantly dual-eligible seniors through the Program of All-inclusive Care for the Elderly (PACE), today announced financial results for its fiscal third quarter ended March 31, 2026.

We delivered a solid third quarter, reflecting continued improvement in operating execution and financial performance,” said Patrick Blair, Chief Executive Officer of InnovAge. “These results are being driven by stronger performance across our centers and the benefits of the investments we’ve made over the past several years to strengthen our platform. At the same time, we continue reinvesting in our clinical teams, technology, and quality capabilities to further improve participant outcomes and experience over the long term. Based on our performance year to date, we are raising our fiscal 2026 revenue and Adjusted EBITDA guidance.

Financial Results

Three Months Ended March 31,

2026 2025

in thousands, except percentages and per share amounts

Total revenues $ 251,943  $ 218,142

Loss Before Income Taxes (29,773) (11,061)

Net Loss (29,940) (11,133)

Net Loss margin (11.9) % (5.1) %

Net Loss Attributable to InnovAge Holding Corp. (29,461) (11,378)

Net Loss per share - basic and diluted $ (0.22) $ (0.08)

Center-level Contribution Margin(1)

$ 61,020  $ 40,747

Adjusted EBITDA(1)

$ 30,495  $ 10,792

Adjusted EBITDA margin(1)

12.1  % 4.9  %

Fiscal Third Quarter 2026 Financial Performance

•Total revenues of $251.9 million, increased approximately 15.5% compared to $218.1 million in the third quarter of fiscal year 2025

•Loss Before Income Taxes of $29.8 million decreased approximately 169.2%, compared to a Loss Before Income Taxes of $11.1 million in the third quarter of fiscal year 2025

•Loss Before Income Taxes as a percent of revenue was 11.8%, an increase of 6.7 percentage points, compared to Loss Before Income Tax as a percent of revenue of 5.1% in the third quarter of fiscal year 2025

•Center-level Contribution Margin(1) of $61.0 million, increased 49.8% compared to $40.7 million in the third quarter of fiscal year 2025

•Center-level Contribution Margin(1) as a percent of revenue was 24.2%, an increase of 5.5 percentage points compared to 18.7% in the third quarter of fiscal year 2025

•Net loss of $29.9 million, compared to net loss of $11.1 million in the third quarter of fiscal year 2025

•Net loss margin of 11.9%, an increase of 6.8 percentage points, compared to a net loss margin of 5.1% in the third quarter of fiscal year 2025

•Net loss attributable to InnovAge Holding Corp. of $29.5 million, or loss per share of $0.22, compared to net loss attributable to InnovAge Holding Corp. of $11.4 million, or a loss per share of $0.08 in the third quarter of fiscal year 2025

•Adjusted EBITDA(1) of $30.5 million, an increase of $19.7 million, compared to Adjusted EBITDA of $10.8 million in the third quarter of fiscal year 2025

•Adjusted EBITDA(1) margin of 12.1%, an increase of 7.2 percentage points, compared to 4.9% in the third quarter of fiscal year 2025

•Census of approximately 8,050 participants compared to 7,530 participants in the third quarter of fiscal year 2025

•Ended the third quarter of fiscal year 2026 with $95.5 million in cash and cash equivalents plus $43.1 million in short-term investments, and $69.4 million in debt on the balance sheet, representing debt under the Company’s senior secured term loan, revolving credit facility and finance lease obligations

(1) Center-level Contribution Margin and Center-level Contribution Margin as a percentage of revenue, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. For more details and for a definition and reconciliation of these non-GAAP measures to the most closely comparable GAAP measures for the periods indicated, see “Note Regarding Use of Non-GAAP Financial Measures” and “Reconciliation of GAAP and Non-GAAP Measures” below.

Full Fiscal Year 2026 Financial Guidance

Based on information as of today, May 5, 2026, InnovAge is raising total revenues and Adjusted EBITDA guidance for the full year fiscal 2026. Census and Total Member Months remain unchanged.

Revised Guidance

Low High

dollars in millions

Census 7,900  8,100

Total Member Months(1)

92,900  95,700

Total revenues $ 950  $ 975

Adjusted EBITDA(2)

$ 85  $ 90

Expected results and estimates may be impacted by factors outside the Company’s control, and actual results may be materially different from this guidance. See “Forward-Looking Statements - Safe Harbor” included herein.

(1) We define Total Member Months as the total number of participants as of period end multiplied by the number of months within a year in which each participant was enrolled in our program. Management believes this is a useful metric as it more precisely tracks the number of participants the Company serves throughout the year.

(2)Adjusted EBITDA is a non-GAAP measure. See “Note Regarding Use of Non-GAAP Financial Measures” and “Reconciliation of GAAP and Non-GAAP Measures” for a definition of Adjusted EBITDA and a reconciliation to net income (loss), the most closely comparable GAAP measure. The Company is unable to provide guidance for net income (loss) or a reconciliation of the Company’s Adjusted EBITDA guidance because it cannot provide a meaningful or accurate calculation or estimation of certain reconciling items without unreasonable effort. The Company’s inability to do so is due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, including variations in effective tax rate, expenses to be incurred for acquisition activities and other one-time or exceptional items.

Conference Call

The Company will host a conference call this afternoon at 5:00 PM Eastern Time.  A live audio webcast of the call will be available on the Company’s website, https://investor.innovage.com. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call, at the same web link, and will remain available for a limited time.  To access the call by phone, please go to this link (registration link), for dialing instructions and a unique access pin.  We encourage participants to dial into the call fifteen minutes ahead of the scheduled start time.

About InnovAge

InnovAge is a market leader in managing the care of high-cost, frail, and predominantly dual-eligible seniors through the Program of All-inclusive Care for the Elderly (PACE). With a mission of enabling older adults to age independently in their own homes for as long as safely possible, InnovAge’s patient-centered care model is designed to improve the quality of care our participants receive while reducing over-utilization of high-cost care settings. InnovAge believes its PACE healthcare model is one in which all constituencies — participants, their families, providers and government payors — “win.” As of March 31, 2026, InnovAge served approximately 8,050 participants across 20 centers in six states. https://www.innovage.com.

Investor Contact:

Ryan Kubota

rkubota@innovage.com

Media Contact:

press@innovage.com

Forward-Looking Statements - Safe Harbor

This press release may contain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Forward-looking statements may be identified by the fact that they do not relate strictly to historical or current facts. Examples of forward-looking statements include, among others, statements we may make regarding quarterly or annual guidance; financial outlook, including future revenues and future earnings; mid-term and long-term financial goals; the viability of our growth strategy including our ability or expectations to increase the number of participants we serve, build and/or open de novo centers, or to identify and execute tuck-in acquisitions, joint ventures and other strategic partnerships; the expected impact of government policies including rate pressures resulting from Medicaid budget cuts, and the macroeconomic environment; our ability to control costs, mitigate the effects of elevated expenses or reduced healthcare budgets, expand our payer capabilities, execute clinical value and operational value initiatives and strengthen enterprise functions; and the effects of any of the foregoing on our future results of operations or financial conditions.

Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control and may cause our actual results and financial condition to differ materially. Important factors that could cause our actual results and financial condition to differ materially include, among others, the following: (i) the viability of our growth strategy, including our ability to find suitable geographies for new centers and to attract new participant and retain existing participants in new and existing centers and our ability to obtain licenses to open such centers; (ii) our ability to identify, successfully complete and integrate acquisitions, joint ventures another strategic partnerships; (iii) the impact of state and federal efforts to reduce healthcare spending, including recent legislation reducing the budget that funds Medicaid (iv) the impact on our business from macroeconomic related challenges, including labor shortages and labor competition; (v) inspections, reviews, audits and investigations under the federal and state government programs, including our ability to sufficiently cure any deficiencies identified; (vi) legal proceedings, enforcement actions and litigation and disputes; (vii) the risk that the cost of providing services will exceed our compensation, which we assume under our PACE contracts; (viii) the dependence of our revenues upon a limited number of government payors, including the risk of sudden loss of any of our government contracts; (ix) the risk that our submissions to government payors may contain inaccurate or unsupportable information, including regarding risk adjustment scores of participants, subjecting us to repayment obligations or penalties; (x) and our ability to comply with the continued listing requirements of Nasdaq.

Forward-looking statements are based only on information currently available to us and speaks only as of the date on which they are made. Except as required by law, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. We advise you not to place undue reliance on forward-looking statements and to review our risk factors and other disclosures included in the reports we file or furnish with the Securities and Exchange Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Note Regarding Use of Non-GAAP Financial Measures

In addition to reporting financial information in accordance with generally accepted accounting principles (“GAAP”), the Company is also reporting Center-level Contribution Margin, Center-level Contribution Margin as a percent of revenue, Adjusted EBITDA and Adjusted EBITDA margin, which are non-GAAP financial measures. These non-GAAP measures are supplemental measures of operating performance monitored by management that are not defined under GAAP and that do not represent, and should not be considered as, an alternative to the most directly comparable GAAP measures. We believe that these non-GAAP measures are appropriate measures of operating performance because they allow us to more effectively evaluate our core operating performance and trends from period to period. Our definitions and calculations of non-GAAP measures may vary and not be comparable to similarly titled measures reported by other companies. We believe that these non-GAAP measures help investors and analysts in comparing our results across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.

The Company’s management uses Center-level Contribution Margin as the measure for assessing performance of its operating segments and allocating resources, predominantly in the annual budget and forecasting process. For the purpose of evaluating Center-level Contribution Margin on a center-by-center basis, we do not allocate our sales and marketing expense or corporate, general and administrative expenses across our centers. We define Center-level Contribution Margin as total revenues less external provider costs and cost of care, excluding depreciation and amortization, which includes all medical and pharmacy costs.

We define Adjusted EBITDA as net income (loss) adjusted for interest expense, net, other investment income, depreciation and amortization, and provision (benefit) for income tax as well as addbacks for non-recurring expenses or exceptional items, including charges relating to management equity compensation, litigation costs and settlement, M&A diligence, transaction and integration, business optimization, impairments and loss on assets held for sale, and loss (gain) on sale of assets. Adjusted EBITDA margin is Adjusted EBITDA expressed as a percentage of our total revenue.

Schedule 1

InnovAge

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT NUMBER OF SHARES) (UNAUDITED)

March 31,

2026 June 30,

2025

Assets

Current Assets

Cash and cash equivalents $ 95,536  $ 64,129

Short-term investments 43,052  41,775

Restricted cash 10  11

Accounts receivable 28,584  36,373

Prepaid expenses 32,045  24,472

Income tax receivable 3,387  3,310

Assets held for sale —  6,038

Total current assets 202,614  176,108

Noncurrent Assets

Property and equipment, net 165,352  168,044

Operating lease assets 23,667  26,901

Deposits and other 10,332  9,875

Goodwill 142,046  142,046

Other intangible assets, net 3,383  3,877

Total noncurrent assets 344,780  350,743

Total assets $ 547,394  $ 526,851

Liabilities and Stockholders' Equity

Current Liabilities

Accounts payable and accrued expenses $ 105,590  $ 76,750

Reported and estimated claims 61,366  58,971

Due to Medicaid and Medicare 16,320  14,382

Current portion of long-term debt 2,536  2,250

Current portion of finance lease obligations 5,154  5,234

Current portion of operating lease obligations 4,647  4,682

Liabilities held for sale —  2,538

Deferred revenue 275  —

Total current liabilities 195,888  164,807

Noncurrent Liabilities

Deferred tax liability, net 9,282  8,761

Finance lease obligations 5,449  7,535

Operating lease obligations 20,628  23,918

Other noncurrent liabilities 1,821  1,458

Long-term debt, net of debt issuance costs 55,432  57,464

Total liabilities 288,500  263,943

Commitments and Contingencies

Redeemable Noncontrolling Interests 26,115  25,010

Stockholders’ Equity

Common stock, $0.001 par value; 500,000,000 authorized as of March 31, 2026 and June 30, 2025; 137,174,126 issued and 135,711,147 outstanding as of March 31, 2026 and 136,903,271 issued and 135,440,292 outstanding as of June 30, 2025

137  137

Treasury stock at cost, 1,462,979 shares as of March 31, 2026 and June 30, 2025

(7,500) (7,500)

Additional paid-in capital 348,264  343,378

Retained deficit (111,871) (101,047)

Total InnovAge Holding Corp. 229,030  234,968

Noncontrolling interests 3,749  2,930

Total stockholders’ equity 232,779  237,898

Total liabilities and stockholders’ equity $ 547,394  $ 526,851

Schedule 2

InnovAge

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT NUMBER OF SHARES AND PER SHARE DATA) (UNAUDITED)

Three Months Ended March 31,

2026 2025

Revenues

Capitation revenue $ 251,502  $ 217,819

Other service revenue 441  323

Total revenues 251,943  218,142

Expenses

External provider costs 113,247  107,896

Cost of care, excluding depreciation and amortization 77,676  69,499

Sales and marketing 8,744  6,922

Corporate, general and administrative 76,531  38,597

Depreciation and amortization 4,824  5,386

Total expenses 281,022  228,300

Operating Loss (29,079) (10,158)

Other Income (Expense)

Interest expense, net (988) (1,160)

Other income, net 294  257

Total other expense (694) (903)

Loss Before Income Taxes (29,773) (11,061)

Provision for Income Taxes 167  72

Net Loss (29,940) (11,133)

Less: net income (loss) attributable to noncontrolling interests (479) 245

Net Loss Attributable to InnovAge Holding Corp. $ (29,461) $ (11,378)

Weighted-average number of common shares outstanding - basic 135,704,645 135,200,314

Weighted-average number of common shares outstanding - diluted 135,704,645 135,200,314

Net loss per share - basic $ (0.22) $ (0.08)

Net loss per share - diluted $ (0.22) $ (0.08)

Schedule 3

InnovAge

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS) (UNAUDITED)

Nine Months Ended March 31,

2026 2025

Operating Activities

Net loss

$ (10,466) $ (30,334)

Adjustments to reconcile net loss to net cash provided by operating activities

(Gain) loss on disposal of assets (478) 260

Provision for uncollectible accounts —  524

Depreciation and amortization 14,786  16,116

Operating lease rentals 4,603  4,738

Impairments and loss on assets held for sale 104  8,495

Amortization of deferred financing costs 532  322

Stock-based compensation 5,314  6,069

Deferred income taxes 521  509

Other, net 2,039  1,173

Changes in operating assets and liabilities

Accounts receivable 7,789  3,183

Prepaid expenses and other current assets (7,566) (6,275)

Income tax receivable (77) —

Deposits and other (2,053) (4,471)

Accounts payable and accrued expenses 28,464  20,062

Reported and estimated claims 2,395  6,278

Due to Medicaid and Medicare 1,937  2,125

Operating lease liabilities (4,694) (4,909)

Deferred revenue 275  —

Net cash provided by operating activities

43,425  23,865

Investing Activities

Purchases of property and equipment (10,043) (6,442)

Purchases of short-term investments (1,193) (1,610)

Proceeds from sale of assets held for sale 3,716  —

Proceeds from sale of short-term investments —  6,300

Acquisition of business —  (4,774)

Net cash used in investing activities

(7,520) (6,526)

Financing Activities

Payments for finance lease obligations (4,002) (3,147)

Principal payments on long-term debt (61,280) (2,848)

Proceeds from the issuance of long-term debt 60,082  —

Payments on financing costs (1,989) —

Repurchase of equity securities —  (7,024)

Contribution from joint venture partner 3,200  —

Taxes paid related to net settlements of stock-based compensation awards (428) (814)

Net cash used in financing activities (4,417) (13,833)

Net change in cash, cash equivalents and restricted cash including cash of $0.08 million reclassified to assets held for sale for the nine months ended March 31, 2026

31,488  3,506

Less: change in cash and restricted cash reclassified to assets held for sale (82) —

INCREASE IN CASH, CASH EQUIVALENTS & RESTRICTED CASH

31,406  3,506

CASH, CASH EQUIVALENTS & RESTRICTED CASH, BEGINNING OF PERIOD 64,140  56,960

CASH, CASH EQUIVALENTS & RESTRICTED CASH, END OF PERIOD $ 95,546  $ 60,466

Supplemental Cash Flows Information

Interest paid $ 3,251  $ 3,413

Income taxes paid $ 622  $ 1

Property and equipment included in accounts payable $ 1,158  $ 52

Property and equipment purchased under finance leases $ 1,838  $ —

Schedule 4

InnovAge

RECONCILIATION OF GAAP AND NON-GAAP MEASURES

(IN THOUSANDS) (UNAUDITED)

Adjusted EBITDA

Three months ended March 31,

2026 2025

Net loss

$ (29,940) $ (11,133)

Interest expense, net 988  1,160

Other investment income(a)

(294) (503)

Depreciation and amortization 4,824  5,386

Provision for income tax 167  72

Stock-based compensation 1,790  2,035

Litigation costs and settlement(b)

51,859  13,277

M&A diligence, transaction and integration(c)

—  202

Business optimization(d)

1,101  152

Impairments and loss on assets held for sale(e)

—  144

Adjusted EBITDA $ 30,495  $ 10,792

Net income (loss) margin (11.9) % (5.1) %

Adjusted EBITDA margin 12.1  % 4.9  %

_______________________

(a)Reflects investment income related to short-term investments included in our consolidated statement of operations.

(b)Reflects charges/(credits) related to litigation by stockholders, civil investigative demands, and settlement with our former pharmacy provider. Refer to Note 9, "Commitments and Contingencies" to our condensed consolidated financial statements for more information regarding these proceedings. Costs reflected consist of litigation costs considered one-time in nature and outside of the ordinary course of business based on the following considerations which we assess regularly: (i) the frequency of similar cases that have been brought to date, or are expected to be brought within two years, (ii) complexity of the case, (iii) nature of the remedies sought, (iv) litigation posture of the Company, (v) counterparty involved, and (vi) the Company's overall litigation strategy.

(c)Reflects charges related to M&A diligence, transactions and integrations.

(d)Reflects charges related to business optimization initiatives. Such charges relate to one-time investments in projects designed to enhance our technology and compliance systems and improve and support the efficiency and effectiveness of our operations. For the three months ended March 31, 2026, this consists of costs related to organizational restructure. For the three months ended March 31, 2025, this primarily includes costs related to other non-recurring projects aimed at reducing costs and improving efficiencies.

(e)For the three months ended March 31, 2025, reflects loss on sale of center equipment that was originally purchased for the previously planned de novo center in Louisville, Kentucky that the Company is no longer pursuing.

Three months ended December 31,

2025

Net income $ 11,805

Interest expense, net 1,246

Other investment income(a)

(483)

Depreciation and amortization 4,877

Provision for income tax 651

Stock-based compensation 1,216

Litigation costs and settlement(b)

1,279

Business optimization(c)

1,560

Adjusted EBITDA $ 22,151

Net income margin 4.9  %

Adjusted EBITDA margin 9.2  %

_______________________

(a)Reflects investment income related to short-term investments included in our consolidated statement of operations.

(b)Reflects charges/(credits) related to litigation by stockholders, civil investigative demands, and settlement with our former pharmacy provider. Refer to Note 9, "Commitments and Contingencies" to our condensed consolidated financial statements for more information regarding these proceedings. Costs reflected consist of litigation costs considered one-time in nature and outside of the ordinary course of business based on the following considerations which we assess regularly: (i) the frequency of similar cases that have been brought to date, or are expected to be brought within two years, (ii) complexity of the case, (iii) nature of the remedies sought, (iv) litigation posture of the Company, (v) counterparty involved, and (vi) the Company's overall litigation strategy.

(c)Reflects charges related to business optimization initiatives. Such charges relate to one-time investments in projects designed to enhance our technology and compliance systems and improve and support the efficiency and effectiveness of our operations. For the three months ended December 31, 2025, this consists of costs related to organizational restructure.

Center-Level Contribution Margin

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

(In thousands) PACE

All other(a)

Totals PACE

All other(a)

Totals

Capitation revenue $ 251,502  $ —  $ 251,502  $ 217,819  $ —  $ 217,819

Other service revenue 441  —  441  79  244  323

Total revenues 251,943  —  251,943  217,898  244  218,142

External provider costs 113,247  —  113,247  107,896  —  107,896

Cost of care, excluding depreciation and amortization 77,676  —  77,676  69,372  127  69,499

Center-Level Contribution Margin 61,020  —  61,020  40,630  117  40,747

Sales and marketing 8,744  6,922

Corporate, general and administrative 76,531  38,597

Depreciation and amortization 4,824  5,386

Operating loss

(29,079) (10,158)

Other expense (694) (903)

Loss Before Income Taxes $ (29,773) $ (11,061)

Loss Before Income Taxes as a percent of revenue

(11.8) % (5.1) %

Center- Level Contribution Margin as a % of revenue 24.2  % 18.7  %

December 31, 2025

(In thousands) PACE

All other(1)

Totals

Capitation revenue $ 239,620  $ —  $ 239,620

Other service revenue 88  —  88

Total revenues 239,708  —  239,708

External provider costs 111,999  —  111,999

Cost of care, excluding depreciation and amortization 74,902  (18) 74,884

Center-Level Contribution Margin 52,807  18  52,825

Sales and marketing 8,078

Corporate, general and administrative 26,608

Depreciation and amortization 4,877

Operating income (loss) 13,262

Other expense (806)

Income Before Income Taxes

$ 12,456

Income Before Income Taxes as a % of revenue 5.2  %

Center- Level Contribution Margin as a % of revenue 22.0  %

_________________________________

(a)Center-level Contribution Margin from a segment below the quantitative thresholds were primarily attributable to the Senior Housing operating segment of the Company. This segment never met any of the quantitative thresholds for determining reportable segments. As of September 11, 2025, the Company no longer operates Senior Housing as the remaining Senior Housing assets were sold.

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v3.26.1

Cover

May 05, 2026

Cover [Abstract]

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8-K

Document Period End Date

May 05, 2026

Entity Registrant Name

INNOVAGE HOLDING CORP.

Entity Incorporation, State or Country Code

DE

Entity File Number

001-40159

Entity Tax Identification Number

81-0710819

Entity Address, Address Line One

8950 E. Lowry Boulevard

Entity Address, City or Town

Denver

Entity Address, State or Province

CO

Entity Address, Postal Zip Code

80230

City Area Code

844

Local Phone Number

803-8745

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false

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false

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false

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Common Stock, $0.001 par value

Trading Symbol

INNV

Security Exchange Name

NASDAQ

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