Accelsius funding lifts Innventure (NASDAQ: INV) and trims debt levels

Rhea-AI Filing Summary

Innventure, Inc. filed a prospectus supplement to update its S-1 prospectus with recent 8-K disclosures about financing at its subsidiary Accelsius Holdings LLC and changes in its debt balance. Accelsius issued Series B-1 Units to Legrand and Johnson Controls for approximately $40 million of aggregate gross proceeds, building on a prior $25 million Series B-1 investment by Johnson Controls.

The new Series B-1 Units are convertible into Accelsius Class A Common Units at an initial Issue Price and Conversion Price of $36.4877 per unit, and were sold in a private, unregistered transaction. In connection with the closing, Accelsius amended its operating agreement to add Legrand as a member, expand its board to eight directors, and grant Legrand board representation plus various protective, preemptive, and information rights. Separately, Innventure reported that the balance of its Yorkville convertible debentures declined to about $6 million as of January 12, 2026, down from roughly $32.1 million as of September 30, 2025.

Positive

• Accelsius raises approximately $40 million via Series B-1 Units from Legrand and Johnson Controls, on top of a prior $25 million investment from Johnson Controls.
• Accelsius is valued at about $665 million for this funding round, indicating a substantial implied enterprise value for Innventure’s subsidiary.
• Outstanding Yorkville convertible debentures drop to about $6 million as of January 12, 2026, from roughly $32.1 million as of September 30, 2025, meaning significantly lower convertible debt overhang.

Negative

• None.

Insights

Equity & credit structure analyst

Subsidiary funding plus lower convertible debt improve Innventure’s capital position.

Accelsius, a subsidiary of Innventure, raised approximately $40 million through the sale of Series B-1 Units to Legrand and Johnson Controls, following an earlier $25 million Series B-1 investment from Johnson Controls. The latest funding is based on an Accelsius valuation of about $665 million, giving a clear indication of how these strategic partners are valuing the business.

The Series B-1 Units are convertible into Accelsius Class A Common Units at an initial Issue Price and Conversion Price of $36.4877 per unit, which helps define the economic terms for future conversions. In parallel, Innventure’s outstanding Yorkville convertible debentures have fallen to roughly $6 million as of January 12, 2026, from about $32.1 million at September 30, 2025. This sizeable reduction in convertible debt lessens potential dilution and balance sheet pressure, though future effects will depend on how remaining debentures are handled and how Accelsius performs under its new strategic agreements with Legrand.

Filed pursuant to Rule 424(b)(3)

Registration No. 333-291034

Prospectus Supplement No. 4

(To Prospectus dated November 12, 2025)

INNVENTURE, INC.

This prospectus supplement updates, amends and supplements the prospectus dated November 12, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-291034) and is being filed to update, amend and supplement the information included in the Prospectus with information contained in each of our Current Reports on Form 8-K which were filed with the Securities and Exchange Commission (the “SEC”) on January 12, 2026 (the “Current Reports”). Accordingly, we have attached the Current Reports to this prospectus supplement. Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.

This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

Shares of our common stock, par value $0.0001 per share (our “Common Stock”), are listed on The Nasdaq Stock Market, LLC under the symbol “INV.” On January 12, 2026, the closing price of our Common Stock was $4.34 per share.

Investing in our securities involves risks that are described in the “Risk Factors” section of the Prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or this prospectus supplement or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is January 13, 2026.

0002001557False00020015572025-12-292025-12-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

December 29, 2025

Date of Report (date of earliest event reported)

___________________________________

Innventure, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of incorporation or organization)			001-42303 (Commission File Number)			93-4440048 (I.R.S. Employer Identification Number)
6900 Tavistock Lakes Blvd, Suite 400 Orlando, Florida 32827
(Address of principal executive offices and zip code)
(321) 209-6787
(Registrant's telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, par value $0.0001 per share			INV			The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company    ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

Closing of Accelsius Series B Funding with Legrand and Johnson Controls

On December 29, 2025 (the “Closing” or “Closing Date”), Accelsius Holdings LLC (“Accelsius”), a subsidiary of Innventure, Inc. (the “Company”), issued and sold to Legrand DPC, LLC, a Delaware limited liability company (“Legrand”), 822,195 units of Accelsius’ Series B-1 Units (the “Series B-1 Units”) for gross proceeds of approximately $30 million. Additionally, on the Closing Date, Accelsius issued and sold to Johnson Controls, Inc., a Wisconsin corporation and an existing holder of Series B-1 Units (“JCI”), an additional 274,065 units of the Series B-1 Units for gross proceeds of approximately $10 million. The approximately $40 million of aggregate gross proceeds to Accelsius from the Closing is in addition to the approximately $25 million of gross proceeds from the issuance and sale of Series B-1 Units to JCI on October 2, 2025, which was previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 6, 2025 (the “Prior Form 8-K”). For a summary of the rights provided to JCI in connection with its prior investment, see the Prior Form 8-K.

Accelsius will use the proceeds from the sale of the Series B-1 Units, after deducting certain offering expenses, for general company purposes. The Series B-1 Units are convertible at any time and from time to time into Accelsius’ Class A Common Units by dividing the Series B-1 Unit’s Issue Price (as defined below) by the Conversion Price (as defined below) in effect at the time of conversion. The “Issue Price” means $36.4877 per unit, subject to appropriate adjustment in the event of any unit dividend, unit split, combination or other similar recapitalization with respect to the applicable Series B-1 Units. The “Conversion Price” shall initially equal $36.4877 and will be subject to certain adjustments.

The Series B-1 Units have not been registered under the Securities Act of 1933, as amended, may not be offered or sold absent registration or an applicable exemption from registration requirements and are subject to certain restrictions on transfer.

Amendment of Accelsius’ Operating Agreement

In connection with the Closing, Accelsius amended its limited liability company agreement (“Operating Agreement”) to, among other things, include Legrand as a member and expand the size of Accelsius’ board of directors (the “Board”) to eight directors. The amendment to the Operating Agreement provides that, for so long as Legrand and its affiliates continue to beneficially own an aggregate of at least 50% of the Series B-1 Units purchased by Legrand (subject to appropriate adjustment for any unit splits, unit dividends, combinations, recapitalizations and the like or any conversion), Legrand will be entitled to designate and remove one director (the “Legrand Director”). The Legrand Director will be entitled to one vote on all matters that come before the Board and will be entitled to be a member of any committee of the Board or of the board of directors or managers of any subsidiary of Accelsius.

The approval of the Legrand Director is required with respect to any Preferred Decision (as defined in the Operating Agreement). Such “Preferred Decisions” include, among others, (i) any amendment of any provision of the Operating Agreement that would adversely affect the special rights, powers, or preferences of the Series B-1 Units, (ii) the incurrence or guarantee of indebtedness by Accelsius in excess of $20,000,000 in a single transaction or series of related transactions, (iii) the creation of any new class or series of units that would rank senior or pari passu to the Series B-1 Units, and (iv) an increase in the authorized number of Accelsius’ Class A Common Units, Class C Units, or any series of preferred units.

Additionally, the amendment to the Operating Agreement provides Legrand, subject to certain exceptions and conditions, with certain customary preemptive rights, rights of first refusal and rights of co-sale with respect to transfers by other members, information rights and registration rights. Such customary rights, as set forth in the Operating Agreement and which are also made available to JCI, are described in more detail in the Prior Form 8-K.

Agreements with Legrand

On or after Closing, Accelsius expects to enter into several agreements with Legrand, including a reseller agreement, private label agreement, joint development agreement, supply agreement, and contract manufacturer agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						INNVENTURE, INC.
Date: January 12, 2026						By:			/s/ David Yablunosky
						Name:			David Yablunosky
						Title:			Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 12, 2026

Innventure, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation) 001-42303
(Commission File Number) 93-4440048
(IRS Employer Identification No.)

6900 Tavistock Lakes Blvd, Suite 400

Orlando, Florida 32827

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (321) 209-6787

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	INV	The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company      ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

Accelsius Holdings LLC Funding

As announced earlier today, Accelsius Holdings LLC (“Accelsius”), a subsidiary of Innventure, Inc. (the “Company”), issued and sold to Legrand DPC, LLC (“Legrand”) and Johnson Controls, Inc. (“JCI”) units of Accelsius’ Series B-1 Units (the “Series B-1 Units”) for $40 million, based upon a valuation of approximately $665 million. As with any valuation methodology, the methodologies used are based upon a number of estimates and assumptions that may or may not be accurate.

Balance of Convertible Debentures

As of January 12, 2026, approximately $6 million (in the aggregate) is outstanding under the convertible debentures issued to YA II PN, Ltd. (“Yorkville”) pursuant to the securities purchase agreement, dated September 15, 2025, and the securities purchase agreement, dated March 25, 2025 (the “Convertible Debentures”). This reflects a decrease in the amount outstanding under the Convertible Debentures of approximately $26.1 million from the approximately $32.1 million outstanding as of September 30, 2025.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 12, 2026

	INNVENTURE, INC.
	By:	/s/ David Yablunosky
	Name:	David Yablunosky
	Title:	Chief Financial Officer

FAQ

What does Innventure (INV) disclose in this prospectus supplement?

The supplement updates Innventure’s S-1 prospectus with recent 8-K information, including a new $40 million funding round at its subsidiary Accelsius Holdings LLC and a significant reduction in the balance of Yorkville convertible debentures.

How much new funding did Accelsius Holdings LLC receive according to Innventure (INV)?

Accelsius issued and sold Series B-1 Units to Legrand and Johnson Controls for aggregate gross proceeds of approximately $40 million, in addition to a prior $25 million Series B-1 investment by Johnson Controls.

What valuation was used for the Accelsius funding round disclosed by Innventure (INV)?

The Series B-1 Units sold to Legrand and Johnson Controls were based on an Accelsius valuation of approximately $665 million, using methodologies that rely on estimates and assumptions.

What are the key terms of Accelsius’ Series B-1 Units mentioned by Innventure (INV)?

The Series B-1 Units are convertible into Accelsius Class A Common Units by dividing the Issue Price by the Conversion Price. Both the Issue Price and initial Conversion Price are $36.4877 per unit, subject to adjustments for recapitalization events.

How did Innventure’s Yorkville convertible debenture balance change?

As of January 12, 2026, Innventure reports approximately $6 million outstanding in the aggregate under Yorkville convertible debentures, down from about $32.1 million outstanding as of September 30, 2025.

What governance rights did Legrand receive at Accelsius under the updated terms?

Legrand is added as a member of Accelsius, may designate and remove one board director while holding at least 50% of its purchased Series B-1 Units, and has approval rights over specified Preferred Decisions, plus customary preemptive, rights of first refusal, co-sale, information, and registration rights.

What future commercial agreements are expected between Accelsius and Legrand?

Accelsius expects to enter into several agreements with Legrand, including a reseller agreement, private label agreement, joint development agreement, supply agreement, and contract manufacturer agreement.