Private equity-linked INNIO (INIO) holder sells 103.5M shares, keeps large stake

Rhea-AI Filing Summary

INNIO N.V. disclosed that AI Alpine (Luxembourg) S.a r.l., a major shareholder, executed an open-market sale of 103,500,000 common shares at $25.99 per share. After this transaction, the shareholder directly holds 646,500,000 common shares.

The position is indirectly controlled by funds and accounts affiliated with Advent International, whose investment committee has voting and investment power over these shares. The Abu Dhabi Investment Authority is also deemed a beneficial owner through its indirect equity interest, and all reporting persons disclaim beneficial ownership beyond any pecuniary interest.

Insights

Equity ownership and governance analyst

Large INNIO shareholder completes sizeable open-market sale but maintains a substantial position.

The filing shows AI Alpine (Luxembourg) S.a r.l. sold 103,500,000 INNIO common shares at $25.99 per share in an open-market transaction. Following the sale, it still directly holds 646,500,000 shares, indicating continued large-scale exposure.

Control of voting and investment decisions resides with an Advent International investment committee, while the Abu Dhabi Investment Authority is deemed a beneficial owner via its indirect equity stake. All parties expressly disclaim beneficial ownership except to the extent of pecuniary interest, underscoring that this is an institutional, multi-entity holding structure rather than a single individual insider trade.

Insider Trade Summary

Net Seller: 103,500,000 shares ($2,689,965,000)

Net Sell 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 null | null | null | null | null

Sold 103,500,000 shs ($2.69B)

Type	Security	Shares	Price	Value
Sale	Common Shares	103,500,000	$25.99	$2.69B

Holdings After Transaction: Common Shares — 646,500,000 shares (Direct, null)

Footnotes (1)

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. 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. 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

Shares sold: 103,500,000 shares Sale price: $25.99 per share Shares held after transaction: 646,500,000 shares +3 more

6 metrics

Shares sold 103,500,000 shares Open-market sale of INNIO common shares

Sale price $25.99 per share Price for the reported open-market sale

Shares held after transaction 646,500,000 shares Post-transaction direct holdings of AI Alpine (Luxembourg) S.a r.l.

Net share change −103,500,000 shares Net sell direction in transaction summary

Advent equity in AI Alpine Parent 53.8% Indirect equity interest giving Advent control

ADIA equity in AI Alpine Parent 45.0% Indirect equity interest via Luxinva S.A.

Key Terms

beneficial ownership, pecuniary interest, Section 16 beneficial ownership, investment committee, +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.

pecuniary interest financial

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

Section 16 beneficial ownership regulatory

"this Statement shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16"

investment committee financial

"appoints the investment committee of Advent International, L.P. (the "Investment Committee"), which Investment Committee has voting and investment power"

An investment committee is a small group of experienced people who set the rules and make the key decisions about what investments to buy, hold, or sell for a fund, pension, or portfolio. Think of them as the steering team that balances goals, potential returns and risk—their choices shape how much money investors are likely to gain or lose and provide consistent oversight so decisions aren’t made impulsively.

voting and investment power financial

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

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	06/05/2026		S		103,500,000	D	$25.99	646,500,000	D(1)(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	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 0000

(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	06/05/2026
	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	06/05/2026
	ADVENT INTERNATIONAL, L.P., By: Advent International GP, LLC, its General Partner, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Vice President of Finance	06/05/2026
	ADVENT INTERNATIONAL GP, LLC, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Vice President of Finance	06/05/2026
	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	06/05/2026
	** 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 4 (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 4: SEC 1474 (03-26)

FAQ

What insider transaction did INIO (INIO) recently report?

INNIO reported a large open-market share sale by a major holder. AI Alpine (Luxembourg) S.a r.l. sold 103,500,000 INNIO common shares at $25.99 per share and continues to hold 646,500,000 shares, according to the Form 4 disclosure.

Who executed the 103.5 million share sale in INIO (INIO)?

The seller was AI Alpine (Luxembourg) S.a r.l., a significant INNIO shareholder. The entity directly holds the INNIO shares, while funds affiliated with Advent International exercise voting and investment control through an investment committee structure.

How many INIO (INIO) shares does the seller hold after the sale?

After the transaction, the shareholder holds 646,500,000 INNIO common shares. The Form 4 shows this post-transaction balance for AI Alpine (Luxembourg) S.a r.l., reflecting its remaining direct ownership stake in the company.

At what price were the INIO (INIO) shares sold in this Form 4?

The reported INNIO shares were sold at $25.99 per share. The Form 4 identifies this as the price for the 103,500,000 common shares disposed of by AI Alpine (Luxembourg) S.a r.l. in an open-market sale transaction.

What role does Advent International have in the INIO (INIO) shareholding?

Advent International-affiliated funds indirectly control the INNIO position. They hold 53.8% of AI Alpine Parent’s equity and, through an investment committee, have voting and investment power over securities directly held by AI Alpine (Luxembourg) S.a r.l.

How is Abu Dhabi Investment Authority linked to INIO (INIO) shares?

Abu Dhabi Investment Authority is deemed a beneficial owner of the INNIO shares. It indirectly holds about 45.0% of AI Alpine Parent’s equity via Luxinva S.A., leading to deemed beneficial ownership of shares held by AI Alpine (Luxembourg) S.a r.l.

Do the reporting persons claim full beneficial ownership of INIO (INIO) shares?

No, they expressly disclaim full beneficial ownership. Each reporting person and related party disclaims Section 16 beneficial ownership of the reported INNIO securities, except to the extent of their pecuniary interest, limiting the scope of ownership they acknowledge.