Form 4: Innventure Director James Donnally Reports Acquisition of Restricted Stock Units and Updated Beneficial Ownership

Innventure, Inc. Director James O. Donnally has reported the acquisition of 22,305 Restricted Stock Units (RSUs) and updated his total beneficial ownership of the company's common stock.

Summary

• James O. Donnally, a Director of Innventure, Inc. (INV), acquired 22,305 shares of Common Stock on June 25, 2025, through a grant of Restricted Stock Units (RSUs).
• These RSUs were granted under the Innventure, Inc. 2024 Equity and Incentive Compensation Plan at a price of $0 per unit.
• The RSUs are set to vest on the earlier of the first anniversary of the grant date or the next regularly scheduled annual meeting of stockholders.
• Following this transaction, Mr. Donnally directly beneficially owns 29,682 shares of Common Stock.
• Additionally, Mr. Donnally indirectly beneficially owns 4,680,272 shares through the Glockner Family Venture Fund, where he is a 25% owner and Managing Member of the general partner, though he disclaims beneficial ownership except for his pecuniary interest and has no investment decision authority over these shares.
• He also indirectly beneficially owns 1,500,431 shares through the James O. Donnally Revocable Trust, over which he has voting and investment power.
• The total beneficial ownership reported by Mr. Donnally, including direct and indirect holdings, amounts to 6,210,385 shares of Common Stock.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as a director is acquiring equity, which generally signals confidence and aligns interests with shareholders. This is a routine compensation event, not indicative of major operational changes.

Positives

• The acquisition of 22,305 Restricted Stock Units (RSUs) aligns the director's interests with those of shareholders, as the value of these units is tied to the company's stock performance.
• The grant of RSUs under the 2024 Equity and Incentive Compensation Plan indicates a structured approach to executive and director compensation, designed to incentivize long-term commitment and performance.

Future Outlook

The Restricted Stock Units granted to Director James O. Donnally are scheduled to vest on the earlier of the first anniversary of the grant date (June 25, 2026) or the next regularly scheduled annual meeting of stockholders, indicating a future milestone for the director's equity compensation.

Management Comments

• The grant of Restricted Stock Units to the Reporting Person was made under the Innventure, Inc. 2024 Equity and Incentive Compensation Plan, reflecting the company's strategy for executive and director compensation.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction, common across publicly traded companies. The grant of Restricted Stock Units (RSUs) is a standard practice in corporate compensation, aiming to align the interests of directors and executives with long-term shareholder value creation. Such grants are a prevalent form of non-cash compensation in the technology and growth sectors, where companies often use equity to attract and retain talent.

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership of 4,680,272 shares through the Glockner Family Venture Fund, where the Reporting Person is a 25% owner and Managing Member of the general partner. The Reporting Person disclaims beneficial ownership except for pecuniary interest and has no authority over investment decisions regarding these shares.
• Indirect beneficial ownership of 1,500,431 shares through the James O. Donnally Revocable Trust, over which the Reporting Person has voting and investment power.

Stakeholder Impact

• Shareholders: The RSU grant increases the director's equity stake, potentially enhancing alignment between management and shareholder interests.
• Employees: While not directly impacting employees, the existence of an equity compensation plan (2024 Equity and Incentive Compensation Plan) suggests a broader framework for incentivizing key personnel.

Next Steps

• Vesting of the 22,305 Restricted Stock Units on the earlier of June 25, 2026 (first anniversary of grant) or the next regularly scheduled annual meeting of stockholders of Innventure, Inc.

Key Dates

Keywords

Innventure, INV, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU, Beneficial Ownership, Director Compensation, Equity Plan, Common Stock