Form 4: Innventure Director Donnally Acquires Stock, Adjusts Holdings

Innventure Director James O. Donnally reported acquiring shares as compensation and transferring existing shares to a revocable trust.

Summary

• Director James O. Donnally acquired 7,180 shares of Innventure, Inc. common stock on February 17, 2026, at a price of $3.83 per share.
• These shares were fully vested and received under the company's Second Amended and Restated Non-Management Director Compensation Plan, in lieu of cash retainers for the fourth calendar quarter of 2025.
• Donnally transferred 4,750 directly owned shares to the James O. Donnally Revocable Trust on September 30, 2025.
• An additional 7,180 directly owned shares were transferred to the Donnally Trust on February 17, 2026.
• Following these transactions, Donnally directly owns 22,305 shares.
• Indirect beneficial ownership includes 1,519,738 shares held by the Donnally Trust, 27,886 shares held by Our-No Family Holdings LP, and 4,680,272 shares held by the Glockner Family Venture Fund.
• Donnally disclaims beneficial ownership of the Glockner Fund shares except for his pecuniary interest, stating he has no authority over the fund's investment decisions regarding Innventure.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it is a routine disclosure of a director's compensation-related stock acquisition and internal transfers to a trust, without indicating any significant operational or financial news.

Positives

• Director James O. Donnally received 7,180 shares of common stock as compensation, aligning his interests with shareholders.
• The acquisition was part of a pre-existing compensation plan, indicating a structured approach to director remuneration.

Risks

• The filing clarifies that Director Donnally disclaims beneficial ownership of 4,680,272 shares held by the Glockner Family Venture Fund, except to the extent of his pecuniary interest, and states he has no authority over the fund's investment decisions regarding Innventure. This is a clarification of ownership, not a direct risk to the company's operations or financial health.

Future Outlook

The filing does not contain any forward-looking statements or guidance.

Industry Context

StockSavvy.ai notes that this Form 4 filing represents a routine disclosure of insider trading activity, specifically a director's acquisition of shares as compensation and subsequent transfers to a personal trust. Such filings are standard practice for publicly traded companies and provide transparency into executive and director holdings, which can sometimes signal management's confidence in the company's future.

Comparison to Industry Standards

• This filing is a standard regulatory disclosure for insider transactions and does not present financial results or operational metrics that would allow for a direct comparison to industry-specific benchmarks or competitor performance. It solely details changes in a director's beneficial ownership.

Corporate Governance

Related Party Transactions

• The reporting person transferred shares to the James O. Donnally Revocable Trust, over which he retains voting and investment power.
• The reporting person has voting and investment power over shares held by Our-No Family Holdings LP.
• The reporting person is a 25% owner of the Glockner Family Venture Fund and a 25% owner and Managing Member of its general partner, Bellringer Consulting Group, LLC, but disclaims beneficial ownership of the shares held by the Glockner Fund except for his pecuniary interest and has no authority over its investment decisions regarding the Issuer.

Stakeholder Impact

• Shareholders: Provides transparency regarding a director's equity holdings and compensation structure, potentially signaling alignment of interests.
• Management: Reflects the compensation structure for non-management directors.

Key Dates

Keywords

Innventure, INV, Form 4, insider transaction, director compensation, stock acquisition, beneficial ownership, James O. Donnally, corporate governance, equity