Aveanna Healthcare Holdings Inc美股招股说明书(2025-10-22版)

Common Stock The selling stockholders identified in this prospectus supplement (the “Selling Stockholders”) are offering 10,000,000shares of our common stock, par value $0.01 per share (the “common stock”). We will not receive any of the proceeds from thesale of shares of common stock by the Selling Stockholders. See “Selling Stockholders.” Our common stock is listed on the Nasdaq Global Select Market under the symbol “AVAH.” The last reported sale priceof our common stock on the Nasdaq Global Select Market on October 21, 2025, was $10.23 per share. Investing in our common stock involves risks. See “Risk Factors” beginning on page S-8 of this prospectussupplement and page 2 of the accompanying prospectus, as well as the documents we file with the Securities and ExchangeCommission that are incorporated by reference herein for more information. (1) See “Underwriting” for additional information regarding compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days after the date of this prospectus supplement to purchaseup to an additional 1,500,000 shares of our common stock at the public offering price, less underwriting discounts andcommissions. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. Delivery of the shares of common stock offered by this prospectus supplement and the accompanying prospectus isexpected to be made on or about October 23, 2025. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-8CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING INFORMATIONS-12USE OF PROCEEDSS-14SELLING STOCKHOLDERSS-15MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCKS-17UNDERWRITINGS-21LEGAL MATTERSS-29EXPERTSS-29WHERE YOU CAN FIND MORE INFORMATIONS-29INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-29 Prospectus ABOUT THIS PROSPECTUS1RISK FACTORS2CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS3THE COMPANY5USE OF PROCEEDS7DESCRIPTION OF CAPITAL STOCK8DESCRIPTION OF WARRANTS17DESCRITPION OF RIGHTS18DESCRIPTION OF UNITS19FORM OF SECURITIES20SELLING STOCKHOLDERS22PLAN OF DISTRIBUTION23LEGAL MATTERS26EXPERTS26INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE27WHERE CAN YOU FIND MORE INFORMATION28 ABOUT THIS PROSPECTUS SUPPLEMENT Unless the context otherwise requires, all references in this prospectus supplement to “Aveanna,” “Company,” “ourcompany,” “we,” “us,” or “our” refer to Aveanna Healthcare Holdings Inc., a Delaware corporation, including its wholly ownedsubsidiaries. This prospectus supplement and the accompanying prospectus form part of a registration statement on Form S-3 that wefiled with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “SecuritiesAct”), using a “shelf” registration process. This document contains two parts. The first part consists of this prospectus supplement,which provides you with specific information about this offering. The second part consists of the accompanying prospectus, whichprovides more general information, some of which may not apply to this offering. Generally, when we refer only to the“prospectus,” we are referring to both parts combined. This prospectus supplement and the documents incorporated by referenceherein may add, update or change information contained in the accompanying prospectus. If the information set forth in thisprospectus supplement or in the documents incorporated by reference herein differs from the information set forth in theaccompanying prospectus or the information contained in any document incorporated by reference herein or therein, theinformation contained in the most recently dated document shall control. The information contained in this prospectus supplementand the accompanying prospectus is current only as of the respective dates of such documents. Our business, financial condition,results of operations and prospects may have changed since those dates. This prospectus supplement and the accompanying prospectus relate to the offering of our securities. Before buying any ofour securities offered hereby, we urge you to carefully read this prospectus supplement, the accompanying prospectus, any freewriting prospectus that we have authorized for use in connection with this offering and the additional information incorporatedherein and therein by reference, as described under the headings “Where You Can Find More Information” and “Incorporation ofCertain Documents by Reference”, before making an investment decision. None of us, the Selling Stockholders nor the underwriters have authorized anyone to provide any information or to makeany representations other than those contained or incorporat