Innventure (INV) shifts key executives from consultants to employees

Rhea-AI Filing Summary

Innventure, Inc. updated its leadership arrangements by entering into new employment letter agreements with Executive Chairman Michael Otworth and Chief Strategy Officer John Scott on February 16, 2026 through its subsidiary Innventure LLC.

Their prior consulting agreements with Sugar Grove Ventures, LLC and Corporate Development Group LLC were terminated the same day, and both executives will continue in their current roles as at-will employees. Base salary, target annual bonus, and long-term equity incentives are described as remaining materially consistent with their prior consulting compensation, and they are now eligible to participate in Innventure LLC’s employee benefit plans, subject to plan terms.

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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

February 16, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Otworth Employment Agreement

On February 16, 2026, Innventure LLC, a wholly owned subsidiary of Innventure, Inc. (the “Company”), entered into a letter agreement with Mr. Michael Otworth regarding Mr. Otworth’s employment (the “Otworth Employment Agreement”). Mr. Otworth serves as the Executive Chairman and is a named executive officer of the Company. Prior to entering into the Otworth Employment Agreement, Mr. Otworth provided consulting services to the Company as an independent contractor pursuant to a Contractor Agreement for Services, effective November 16, 2023, between Innventure LLC and Sugar Grove Ventures, LLC (as amended, the “SGV Consulting Agreement”). Pursuant to the Otworth Employment Agreement, the SGV Consulting Agreement was terminated on February 16, 2026.

Pursuant to the Otworth Employment Agreement, Mr. Otworth will continue to serve as the Company’s Executive Chairman. Mr. Otworth’s base salary, target annual bonus opportunity, and long-term equity incentive opportunities will remain materially consistent with the compensation previously provided to Mr. Otworth under the SGV Consulting Agreement. Mr. Otworth will also be eligible to participate in Innventure LLC’s employee benefit plans and programs, subject to the terms of such plans and programs. Mr. Otworth’s employment with Innventure LLC is at will; either Mr. Otworth or Innventure LLC may terminate the employment relationship at any time, with or without cause and with or without notice, subject to applicable law.

The foregoing description of the Otworth Employment Agreement is qualified in its entirety by reference to the Otworth Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Scott Employment Agreement

On February 16, 2026, Innventure LLC entered into a letter agreement with Dr. John Scott regarding Dr. Scott’s employment (the “Scott Employment Agreement”). Dr. Scott serves as the Chief Strategy Officer and is a named executive officer of the Company. Prior to entering into the Scott Employment Agreement, Dr. Scott provided consulting services to the Company as an independent contractor pursuant to a Statement of Work, effective April 1, 2018, between Innventure LLC and Corporate Development Group LLC (as amended, the “CDG Consulting Agreement”). Pursuant to the Scott Employment Agreement, the CDG Consulting Agreement was terminated on February 16, 2026.

Pursuant to the Scott Employment Agreement, Dr. Scott will continue to serve as the Company’s Chief Strategy Officer. Dr. Scott’s base salary, target annual bonus opportunity, and long-term equity incentive opportunities will remain materially consistent with the compensation previously provided to Dr. Scott under the CDG Consulting Agreement. Dr. Scott will also be eligible to participate in Innventure LLC’s employee benefit plans and programs, subject to the terms of such plans and programs. Dr. Scott’s employment with Innventure LLC is at will; either Dr. Scott or Innventure LLC may terminate the employment relationship at any time, with or without cause and with or without notice, subject to applicable law.

The foregoing description of the Scott Employment Agreement is qualified in its entirety by reference to the Scott Employment Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number			Description of Exhibit
10.1			Letter Agreement dated February 16, 2026 between Innventure LLC and Michael Otworth
10.2			Letter Agreement dated February 16, 2026 between Innventure LLC and John Scott
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: February 20, 2026						By:			/s/ David Yablunosky
						Name:			David Yablunosky
						Title:			Chief Financial Officer

FAQ

What executive changes did Innventure (INV) report in this 8-K?

Innventure reported new employment letter agreements for Executive Chairman Michael Otworth and Chief Strategy Officer John Scott. Both move from consulting arrangements to at-will employee status with Innventure LLC, while continuing in their existing executive roles and maintaining broadly consistent compensation structures.

How did the compensation for Innventure (INV) executives change under the new agreements?

The filing states that base salary, target annual bonus opportunity, and long-term equity incentive opportunities for Michael Otworth and John Scott will remain materially consistent with compensation under their prior consulting agreements. This suggests continuity in economic terms while changing their status from independent contractors to employees.

Which consulting agreements were terminated by Innventure (INV)?

Innventure LLC terminated two consulting arrangements on February 16, 2026: the SGV Consulting Agreement with Sugar Grove Ventures, LLC for Michael Otworth, and the CDG Consulting Agreement with Corporate Development Group LLC for John Scott. Both executives transitioned from these consulting roles into direct employment agreements.

Are the new Innventure (INV) executive employment agreements at-will?

Yes. The agreements specify that both Michael Otworth’s and John Scott’s employment with Innventure LLC is at will. Either the executive or Innventure LLC may terminate the employment relationship at any time, with or without cause and with or without notice, subject to applicable law.

Do Innventure (INV) executives gain access to employee benefit plans under these agreements?

Under the new agreements, both Michael Otworth and John Scott are eligible to participate in Innventure LLC’s employee benefit plans and programs. Their participation is subject to the terms and conditions of those plans, aligning their benefits access with other employees of the subsidiary.

Where can investors find the full text of Innventure’s new executive agreements?

The full Otworth and Scott Employment Agreements are filed as Exhibits 10.1 and 10.2, respectively. They are incorporated by reference into the report, allowing investors to review detailed contractual terms beyond the high-level description provided in the main disclosure.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 16.4 KB
• EX-10.2 EX-10.2 16.3 KB

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