Innventure (NASDAQ: INV) details non-discretionary RSU tax share withholding

Rhea-AI Filing Summary

Innventure, Inc. reported that executive officers Michael Otworth and John Scott had shares of common stock withheld to cover tax obligations from vested restricted stock units settled on February 26, 2026. The number of shares withheld was based on the closing price of the stock on the settlement date and did not involve any open market sales by the executives.

The withholding was non-discretionary, approved under Rule 16b-3, and carried out according to the RSU award agreements, making it exempt from Section 16(b). After these transactions, Mr. Otworth beneficially owns 3,274,030 shares and Dr. Scott beneficially owns 1,814,998 shares, indicating continued significant ownership in the company.

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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

March 3, 2026

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.

On March 2, 2026, Michael Otworth and John Scott, executive officers of Innventure, Inc. (the “Company”), filed Form 4s reporting the withholding by the Company of shares of common stock to satisfy applicable tax withholding obligations arising in connection with the settlement of vested restricted stock units (“RSUs”) on February 26, 2026 (the “Settlement Date”).

The Company withheld a portion of the shares otherwise issuable upon settlement of the RSUs to satisfy required tax withholding obligations. The number of shares withheld was calculated based on the closing price of the Company’s common stock on the Settlement Date.

The withholding of shares to satisfy tax obligations reported on the Form 4s was non-discretionary and did not reflect any open market sale of shares by Mr. Otworth or Dr. Scott. The withholding transaction was approved in accordance with Rule 16b-3 under the Securities Exchange Act of 1934, as amended, is in accordance with the terms of the award agreements for the RSU awards, and is exempt from Section 16(b).

Following the vesting and settlement, Mr. Otworth continues to beneficially own 3,274,030 shares of the Company’s common stock and Dr. Scott continues to beneficially own 1,814,998 shares of the Company’s common stock, reflecting their ongoing alignment with stockholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number			Description of Exhibit
104			Cover Page Interactive Data File (formatted in Inline XBRL)

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: March 3, 2026						By:			/s/ David Yablunosky
						Name:			David Yablunosky
						Title:			Chief Financial Officer

FAQ

What did Innventure, Inc. (INV) disclose about recent executive share transactions?

Innventure, Inc. disclosed that shares of common stock were withheld from executive officers Michael Otworth and John Scott to satisfy tax obligations from vested RSUs. These transactions were non-discretionary, did not involve open market sales, and were executed under the terms of their RSU award agreements.

Were Innventure (INV) executives selling shares in the open market?

No, the executive officers did not sell shares in the open market. The company withheld shares that would otherwise have been delivered upon RSU settlement solely to cover required tax withholding obligations, and the Form 4s reflected this non-discretionary tax withholding treatment.

How many Innventure (INV) shares does Michael Otworth own after the RSU settlement?

After the RSU vesting and tax withholding, Michael Otworth beneficially owns 3,274,030 shares of Innventure’s common stock. This figure reflects his holdings following the non-discretionary withholding of shares used to satisfy applicable tax obligations on the vested RSUs.

How many Innventure (INV) shares does John Scott own after the RSU settlement?

Following the RSU vesting and related tax withholding, John Scott beneficially owns 1,814,998 shares of Innventure’s common stock. This amount represents his post-settlement holdings after the company withheld a portion of the shares to meet tax requirements.

Why were shares withheld from Innventure (INV) executives’ RSU settlements?

Shares were withheld to satisfy tax withholding obligations arising from the settlement of vested RSUs. Instead of paying cash for taxes, a portion of the shares otherwise issuable was retained by the company, a common method for handling equity award tax liabilities.

Are the Innventure (INV) executive RSU tax transactions exempt from Section 16(b)?

Yes, the RSU-related withholding transactions are described as exempt from Section 16(b). They were approved in accordance with Rule 16b-3 under the Exchange Act and carried out under the terms of the RSU award agreements, qualifying for this exemption.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB