INNIO holders report 750M common shares stake

INNIO N.V. received an initial ownership report showing that 750,000,000 common shares are directly held by AI Alpine (Luxembourg) S.a r.l.

Rhea-AI Filing Summary

INNIO N.V. received an initial ownership report showing that 750,000,000 common shares are directly held by AI Alpine (Luxembourg) S.a r.l. Advent International–affiliated funds indirectly hold 53.8% of AI Alpine Parent, while Abu Dhabi Investment Authority indirectly holds about 45.0%. All reporting persons disclaim Section 16 beneficial ownership beyond any pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider AI Alpine (Luxembourg) S.a.r.l., AI Alpine Parent & Cy S.C.A., ADVENT INTERNATIONAL, L.P., ADVENT INTERNATIONAL GP, LLC, Abu Dhabi Investment Authority

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 750,000,000 shares (Direct)

Footnotes (3)

1. F1. The reported securities are directly held by AI Alpine (Luxembourg) S.a r.l. (the "Shareholder"), which is indirectly controlled by AI Alpine Parent & Cy S.C.A. ("AI Alpine Parent"). Various funds and accounts affiliated with Advent International, L.P. and its general partner, Advent International GP, LLC (together with Advent International, L.P., "Advent"), indirectly hold 53.8% of the equity of AI Alpine Parent and, accordingly, Advent exercises voting and investment control of the securities directly held by the Shareholder. The board of Advent International GP, LLC appoints the investment committee of Advent International, L.P. (the "Investment Committee"), which Investment Committee has voting and investment power with respect to the securities directly held by the Shareholder.
2. F2. Abu Dhabi Investment Authority ("ADIA") indirectly holds approximately 45.0% of the equity of AI Alpine Parent through Luxinva S.A., a wholly owned subsidiary of ADIA. Due to the terms of its relationship with AI Alpine Parent and such indirect holdings, ADIA may, for the purposes of and pursuant to the rules and regulations of the SEC, also be deemed to have beneficial ownership of the securities directly held by the Shareholder. ADIA is a public institution established by the Government of the Emirate of Abu Dhabi.
3. F3. Each Reporting Person and each other person referenced in this Statement disclaims Section 16 beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, if any, and this Statement shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose.

Key Figures

Common shares held: 750,000,000 shares Advent equity in AI Alpine Parent: 53.8% ADIA equity in AI Alpine Parent: 45.0%

3 metrics

Common shares held 750,000,000 shares Common Shares directly held following the reported holding entry

Advent equity in AI Alpine Parent 53.8% Equity of AI Alpine Parent indirectly held by Advent-affiliated funds

ADIA equity in AI Alpine Parent 45.0% Approximate equity of AI Alpine Parent indirectly held by ADIA

Key Terms

beneficial ownership, Section 16 beneficial ownership, pecuniary interest, voting and investment power, +1 more

5 terms

beneficial ownership financial

"may, for the purposes of and pursuant to the rules and regulations of the SEC, also be deemed to have beneficial ownership of the securities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Section 16 beneficial ownership regulatory

"Each Reporting Person and each other person referenced in this Statement disclaims Section 16 beneficial ownership of the reported securities"

pecuniary interest financial

"disclaims Section 16 beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein"

voting and investment power financial

"the Investment Committee has voting and investment power with respect to the securities directly held by the Shareholder"

public institution other

"ADIA is a public institution established by the Government of the Emirate of Abu Dhabi"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the INNIO (INIO) Form 3 filing report?

The Form 3 filing reports initial beneficial ownership of INNIO N.V. common shares. It discloses that 750,000,000 common shares are directly held by AI Alpine (Luxembourg) S.a r.l., with indirect interests held by Advent International–affiliated funds and Abu Dhabi Investment Authority.

How many INNIO (INIO) shares are reported in this Form 3?

The filing reports 750,000,000 INNIO N.V. common shares directly held after the reported holding entry. This reflects the position of AI Alpine (Luxembourg) S.a r.l., with indirect control and ownership interests described for Advent International–affiliated funds and Abu Dhabi Investment Authority.

Who are the reporting persons in the INNIO (INIO) Form 3?

Reporting persons include AI Alpine (Luxembourg) S.a r.l., AI Alpine Parent & Cy S.C.A., Advent International, L.P., Advent International GP, LLC, and Abu Dhabi Investment Authority. Each is identified as a ten percent owner for Section 16 reporting purposes under SEC rules.

What role does Advent International have in INNIO (INIO) shares?

Funds and accounts affiliated with Advent International, L.P. indirectly hold 53.8% of AI Alpine Parent’s equity. As a result, Advent exercises voting and investment control over the securities directly held by AI Alpine (Luxembourg) S.a r.l., according to the Form 3 disclosure.

How is Abu Dhabi Investment Authority involved with INNIO (INIO) shares?

Abu Dhabi Investment Authority indirectly holds about 45.0% of AI Alpine Parent’s equity through Luxinva S.A. Due to this relationship and its holdings, ADIA may be deemed to have beneficial ownership of the securities directly held by AI Alpine (Luxembourg) S.a r.l.

What does the beneficial ownership disclaimer mean in the INNIO Form 3?

The filing states each reporting person disclaims Section 16 beneficial ownership of the reported securities except to the extent of their pecuniary interest. This means they do not admit full beneficial ownership beyond any economic interest they may actually have in the reported shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/04/2026 - 06:01 PM EDT Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

AI Alpine (Luxembourg) S.a.r.l.

(Last) (First) (Middle)

2-4 RUE BECK

(Street)

LUXEMBOURG L-1222

(City) (State) (Zip)

LUXEMBOURG

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
06/04/2026

3. Issuer Name and Ticker or Trading Symbol
INNIO N.V. [ INIO ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	750,000,000	D(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

AI Alpine (Luxembourg) S.a.r.l.

(Last) (First) (Middle)

2-4 RUE BECK

(Street)

LUXEMBOURG L-1222

(City) (State) (Zip)

LUXEMBOURG

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

AI Alpine Parent & Cy S.C.A.

(Last) (First) (Middle)

2-4 RUE BECK

(Street)

LUXEMBOURG L-1222

(City) (State) (Zip)

LUXEMBOURG

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL, L.P.

(Last) (First) (Middle)

PRUDENTIAL TOWER

800 BOYLSTON STREET, SUITE 3300

(Street)

BOSTON MASSACHUSETTS 02199-8069

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL GP, LLC

(Last) (First) (Middle)

PRUDENTIAL TOWER

800 BOYLSTON STREET, SUITE 3300

(Street)

BOSTON MASSACHUSETTS 02199-8069

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Abu Dhabi Investment Authority

(Last) (First) (Middle)

211 CORNICHE STREET

PO BOX 3600

(Street)

ABU DHABI

(City) (State) (Zip)

UNITED ARAB EMIRATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The reported securities are directly held by AI Alpine (Luxembourg) S.a r.l. (the "Shareholder"), which is indirectly controlled by AI Alpine Parent & Cy S.C.A. ("AI Alpine Parent"). Various funds and accounts affiliated with Advent International, L.P. and its general partner, Advent International GP, LLC (together with Advent International, L.P., "Advent"), indirectly hold 53.8% of the equity of AI Alpine Parent and, accordingly, Advent exercises voting and investment control of the securities directly held by the Shareholder. The board of Advent International GP, LLC appoints the investment committee of Advent International, L.P. (the "Investment Committee"), which Investment Committee has voting and investment power with respect to the securities directly held by the Shareholder.

2. Abu Dhabi Investment Authority ("ADIA") indirectly holds approximately 45.0% of the equity of AI Alpine Parent through Luxinva S.A., a wholly owned subsidiary of ADIA. Due to the terms of its relationship with AI Alpine Parent and such indirect holdings, ADIA may, for the purposes of and pursuant to the rules and regulations of the SEC, also be deemed to have beneficial ownership of the securities directly held by the Shareholder. ADIA is a public institution established by the Government of the Emirate of Abu Dhabi.

3. Each Reporting Person and each other person referenced in this Statement disclaims Section 16 beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, if any, and this Statement shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose.

Remarks:

The board of directors of the Issuer (the "Board") currently includes members affiliated with certain of the Reporting Persons that were appointed or elected to the Board pursuant to the Relationship Agreement, dated June 4, 2026, between the Issuer and the Shareholder. As a result, the Reporting Persons may be deemed directors by deputization for purposes of Section 16 of the Exchange Act.

	AI ALPINE (LUXEMBOURG) S.A R.L., By: /s/ Jean-Francois Jochum, Name: Jean-Francois Jochum, Title: Authorized Signatory, By: /s/ Yves Kuhn, Name: Yves Kuhn, Title: Authorized Signatory	06/04/2026
	AI ALPINE PARENT & CY S.C.A., By: AI Alpine GP S.a r.l., its General Partner, By: /s/ Jean-Francois Jochum, Name: Jean-Francois Jochum, Title: Manager, By: /s/ Kremena Popova, Name: Kremena Popova, Title: Manager	06/04/2026
	ADVENT INTERNATIONAL, L.P., By: Advent International GP, LLC, its General Partner, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Vice President of Finance	06/04/2026
	ADVENT INTERNATIONAL GP, LLC, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Vice President of Finance	06/04/2026
	ABU DHABI INVESTMENT AUTHORITY, By: /s/ Ahmed AlNeyadi, Name: Ahmed AlNeyadi, Title: Authorized Signatory, By: /s/ Saif Surour AlMashghouni, Name: Saif Surour AlMashghouni, Title: Authorized Signatory	06/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)