SCHEDULE: Innventure Executive Chairman Boosts Stake to 5.5%

Michael Otworth, Executive Chairman of Innventure, Inc., reported beneficial ownership of 5.5% of the company's common stock following recent share acquisitions.

Summary

• Michael Otworth, Executive Chairman and Class III director of Innventure, Inc., reported beneficial ownership of 2,942,902 shares of the Issuer's common stock.
• This represents approximately 5.5% of the 53,487,294 outstanding shares as of April 25, 2025.
• Shares were acquired through several transactions: 2,552,625 shares on October 2, 2024, from a business combination; 154,829 shares on February 4, 2025, due to a milestone achievement; 7,126 shares on February 13, 2025, from a pro rata distribution; and 228,322 shares on April 24, 2025, from Series C Preferred Stock conversion.
• The shares are held for investment purposes as a long-term investment.
• The reported beneficial ownership does not include 537,705 restricted stock units and 262,295 non-qualified stock options that vest or become exercisable on October 2, 2025, or earlier upon lock-up termination.

Sentiment

Score: 5

Explanation: Neutral. This is a factual disclosure of beneficial ownership by an insider, not a performance or strategic update. The stated long-term investment purpose is mildly positive but doesn't significantly shift sentiment.

Positives

• A key insider, Michael Otworth, holds a significant stake (5.5%) in the company, indicating alignment with shareholder interests.
• The shares are held for long-term investment purposes, suggesting confidence in the company's future.

Risks

• The vesting of 537,705 restricted stock units and 262,295 non-qualified stock options is subject to the reporting person's continuous service to the Issuer until the applicable vesting date.

Future Outlook

The reporting person holds shares for long-term investment purposes. Additionally, 537,705 restricted stock units and 262,295 non-qualified stock options are set to vest or become exercisable on October 2, 2025, or earlier upon the termination of a contractual lock-up agreement, subject to continuous service.

Management Comments

• Acquired all securities for investment purposes only and are being held as a long-term investment.
• Does not have any current plans or proposals which relate to or would result in any matters set forth in Items 4(a) through 4(j) of Schedule 13D.

Industry Context

This filing is a standard disclosure of beneficial ownership by an insider and does not provide specific details on broader industry trends or competitive positioning. It primarily reflects an individual's stake in the company post-business combination and other share acquisitions.

Comparison to Industry Standards

• NA. This filing is a regulatory disclosure of an individual's ownership stake, not a performance report that would be compared to industry benchmarks or specific comparable companies/projects.

Related Party Transactions

• Receipt of 7,126 shares of common stock on February 13, 2025, in connection with a pro rata distribution from Innventure1 LLC, which were previously reported as indirectly attributable to the Reporting Person.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant insider's ownership stake and long-term investment intent.
• Management/Employees: The vesting of restricted stock units and options is contingent on continuous service, aligning the reporting person's interests with the company's long-term performance.

Next Steps

• Vesting of 537,705 restricted stock units on October 2, 2025, or earlier.
• Exercisability of 262,295 non-qualified stock options on October 2, 2025, or earlier.

Key Dates

Keywords

Innventure Inc., Michael Otworth, Schedule 13D, Beneficial Ownership, Common Stock, Insider Holdings, Investment