INNIO (INIO) controlled by Advent and ADIA group with 86.2% stake

Rhea-AI Filing Summary

INNIO N.V. has a large shareholder group reporting beneficial ownership of its common shares. Entities affiliated with Advent International and the Abu Dhabi Investment Authority, acting through Luxembourg holding companies AI Alpine (Luxembourg) S. à r.l. and AI Alpine Parent & Cy S.C.A., report beneficial ownership of 646,500,000 common shares, representing 86.20% of the common shares outstanding. The calculation is based on 750,000,000 common shares outstanding as disclosed in a June 4, 2026 prospectus. The reporting persons state they have shared voting and dispositive power over these shares and report the position on a joint basis under Rule 13d‑1(k), while expressly disclaiming that the filing should be construed as an admission of beneficial ownership under Section 13(d) or 13(g).

Key Figures

Shares beneficially owned: 646,500,000 shares Percent of class: 86.20% Shares outstanding baseline: 750,000,000 shares +3 more

6 metrics

Shares beneficially owned 646,500,000 shares Common shares of INNIO N.V. reported as beneficially owned by the group

Percent of class 86.20% Portion of INNIO common shares represented by 646,500,000 shares

Shares outstanding baseline 750,000,000 shares Common shares outstanding used to calculate ownership percentage, from June 4, 2026 prospectus

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

ADIA equity in AI Alpine Parent 45.0% Equity of AI Alpine Parent indirectly held by Abu Dhabi Investment Authority through Luxinva S.A.

Shared voting power 646,500,000 shares Number of INNIO shares over which each reporting person has shared voting power

Key Terms

beneficial ownership, shared voting power, dispositive power, Rule 13d-1(k), +2 more

6 terms

beneficial ownership regulatory

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

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.

shared voting power financial

"Shared Voting Power 646,500,000.00 7 | Sole Dispositive Power 0.00 8 | Shared Dispositive Power 646,500,000.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

dispositive power financial

"Sole Dispositive Power 0.00 8 | Shared Dispositive Power 646,500,000.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Rule 13d-1(k) regulatory

"jointly filed by each of the persons below pursuant to Rule 13d-1(k) promulgated by the SEC"

Rule 13d-4 regulatory

"Pursuant to Rule 13d-4 of the Act, the Reporting Persons declare that filing this statement shall not be construed"

Schedule 13G regulatory

"This statement is being jointly filed by each of the persons below pursuant to Rule 13d-1(k)"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

FAQ

What percentage of INIO common shares do the reporting persons hold?

The reporting group reports beneficial ownership of 86.20% of INIO’s common shares, corresponding to 646,500,000 shares. This percentage is calculated using 750,000,000 shares outstanding as disclosed in a June 4, 2026 prospectus.

How many INIO (INIO) shares are reported as beneficially owned on this Schedule 13G?

The group reports beneficial ownership of 646,500,000 common shares of INIO N.V. These shares are directly held by AI Alpine (Luxembourg) S. à r.l. and attributed to the other reporting persons through their indirect ownership interests.

Who are the reporting persons on this INIO (INIO) Schedule 13G?

The reporting persons are Advent International, L.P., Advent International GP, LLC, AI Alpine (Luxembourg) S. à r.l., AI Alpine Parent & Cy S.C.A., and the Abu Dhabi Investment Authority, jointly filing under Rule 13d‑1(k).

What is the ownership structure behind the INIO (INIO) share position?

The 646,500,000 shares are directly held by AI Alpine (Luxembourg) S. à r.l., which is controlled by AI Alpine Parent & Cy S.C.A.. Advent-affiliated funds hold about 53.8% of AI Alpine Parent’s equity, while ADIA indirectly holds about 45.0%.

Do the INIO (INIO) reporting persons have sole or shared voting power over the shares?

Each reporting person reports 0 shares with sole voting or dispositive power and 646,500,000 shares with shared voting and shared dispositive power, reflecting joint control arrangements over the directly held shares.

What disclaimer do the INIO (INIO) reporting persons make about beneficial ownership?

They state, under Rule 13d‑4, that submitting this statement shall not be construed as an admission that any reporting person is a beneficial owner of the reported securities for purposes of Section 13(d) or 13(g).

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

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Available on EDGAR 08/13/2026 - 04:32 PM Accepted by SEC EDGAR 08/13/2026 - 04:31 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

INNIO N.V.

(Name of Issuer)

Common shares, nominal value EUR 0.04 per share

(Title of Class of Securities)

N52A8C105

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): N52A8C105

1

Names of Reporting Persons

Advent International, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 646,500,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 646,500,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

646,500,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

86.20 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The reported percentage is calculated based on 750,000,000 common shares outstanding, as reported on the Issuer's prospectus pursuant to rule 424(b)(4) ("Prospectus") filed with the Securities and Exchange Commission ("SEC") on June 4, 2026.

SCHEDULE 13G

CUSIP Number(s): N52A8C105

1

Names of Reporting Persons

Advent International GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 646,500,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 646,500,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

646,500,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

86.20 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The reported percentage is calculated based on 750,000,000 common shares outstanding, as reported on the Issuer's Prospectus filed with the SEC on June 4, 2026.

SCHEDULE 13G

CUSIP Number(s): N52A8C105

1

Names of Reporting Persons

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

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 646,500,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 646,500,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

646,500,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

86.20 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The reported percentage is calculated based on 750,000,000 common shares outstanding, as reported on the Issuer's Prospectus filed with the SEC on June 4, 2026.

SCHEDULE 13G

CUSIP Number(s): N52A8C105

1

Names of Reporting Persons

AI Alpine Parent & Cy S.C.A.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 646,500,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 646,500,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

646,500,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

86.20 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The reported percentage is calculated based on 750,000,000 common shares outstanding, as reported on the Issuer's Prospectus filed with the SEC on June 4, 2026.

SCHEDULE 13G

CUSIP Number(s): N52A8C105

1

Names of Reporting Persons

Abu Dhabi Investment Authority

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED ARAB EMIRATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 646,500,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 646,500,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

646,500,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

86.20 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The reported percentage is calculated based on 750,000,000 common shares outstanding, as reported on the Issuer's Prospectus filed with the SEC on June 4, 2026.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: INNIO N.V.
(b)	Address of issuer's principal executive offices: Nymphenburger Strasse 5, 80335, Munich, Germany 00000
Item 2.
(a)	Name of person filing: This statement is being jointly filed by each of the persons below pursuant to Rule 13d-1(k) promulgated by the SEC pursuant to Section 13 of the Act, all of whom together are referred to herein as the "Reporting Persons": (i) Advent International, L.P., a Delaware limited partnership ("Advent LP"); (ii) Advent International GP, LLC, a Delaware limited liability company ("Advent GP," and together with Advent LP, "Advent"); (iii) AI Alpine (Luxembourg) S.a.r.l., a private limited liability company (societe a responsabilite limitee) incorporated under the laws of the Grand Duchy of Luxembourg ("AI Alpine"); (iv) AI Alpine Parent & Cy S.C.A., a partnership limited by shares (societe en commandite par actions) incorporated under the laws of the Grand Duchy of Luxembourg ("AI Alpine Parent"); and (v) Abu Dhabi Investment Authority, a public institution established by the Government of the Emirate of Abu Dhabi in 1976 as an independent investment institution ("ADIA").
(b)	Address or principal business office or, if none, residence: (i) The address of Advent is Prudential Tower, 800 Boylston Street, Boston, MA 02199. (ii) The address of AI Alpine and AI Alpine Parent is 2-4 Rue Beck, Luxembourg, Luxembourg L-1222. (iii) The address of ADIA is 211 Corniche Street, PO Box 3600, Abu Dhabi, United Arab Emirates.
(c)	Citizenship: See response to row 4 on each cover page hereto.
(d)	Title of class of securities: Common shares, nominal value EUR 0.04 per share
(e)	CUSIP Number(s): N52A8C105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See response to row 9 on each cover page hereto. The reported securities are directly held by AI Alpine, which is indirectly controlled by AI Alpine Parent. 53.8% of the equity of AI Alpine Parent is indirectly held by various funds and accounts affiliated with Advent LP and its general partner, Advent GP, including Advent International GPE X Limited Partnership, Advent International GPE X-G Limited Partnership, and Advent International GPE X-A SCSp. The board of Advent GP appoints the investment committee of Advent LP (the "Investment Committee"), which Investment Committee has voting and investment power with respect to the securities directly held by AI Alpine. 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 AI Alpine. ADIA is a public institution established by the Government of the Emirate of Abu Dhabi. Pursuant to Rule 13d-4 of the Act, the Reporting Persons declare that filing this statement shall not be construed as an admission that any of the Reporting Persons are beneficial owners of the reported securities, for the purposes of Section 13(d) and/or Section 13(g) of the Act.
(b)	Percent of class: See response to row 11 on each cover page hereto.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See response to row 5 on each cover page hereto.
	(ii) Shared power to vote or to direct the vote: See response to row 6 on each cover page hereto.
	(iii) Sole power to dispose or to direct the disposition of: See response to row 7 on each cover page hereto.
	(iv) Shared power to dispose or to direct the disposition of: See response to row 8 on each cover page hereto.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The information set forth in Item 4(a) of this Schedule 13G is incorporated by reference into this Item 6.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Advent International, L.P.

Signature:	/s/ Neil Crawford
Name/Title:	Neil Crawford / Senior Director, Fund Administration of Advent International GP, LLC, its General Partner
Date:	08/13/2026

Advent International GP, LLC

Signature:	/s/ Neil Crawford
Name/Title:	Neil Crawford / Senior Director, Fund Administration
Date:	08/13/2026

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

Signature:	/s/ Jean-Francois Jochum
Name/Title:	Jean-Francois Jochum / Manager of AI Alpine GP S.a r.l., as the Liquidator
Date:	08/13/2026

Signature:	/s/ Kremena Popova
Name/Title:	Kremena Popova / Manager of AI Alpine GP S.a r.l., as the Liquidator
Date:	08/13/2026

AI Alpine Parent & Cy S.C.A.

Signature:	/s/ Jean-Francois Jochum
Name/Title:	Jean-Francois Jochum / Manager of AI Alpine GP S.a r.l., as the Liquidator
Date:	08/13/2026

Signature:	/s/ Kremena Popova
Name/Title:	Kremena Popova / Manager of AI Alpine GP S.a r.l., as the Liquidator
Date:	08/13/2026

Abu Dhabi Investment Authority

Signature:	/s/ Ahmed AlNeyadi
Name/Title:	Ahmed AlNeyadi / Authorized Signatory
Date:	08/13/2026

Signature:	/s/ Saif Surour AlMashghouni
Name/Title:	Saif Surour AlMashghouni / Authorized Signatory
Date:	08/13/2026

Exhibit Information

99.1 Joint Filing Agreement, dated August 13, 2026