INV Form 4: Suzanne Niemeyer RSU Withholding Reduces Shares by 27,276

Rhea-AI Filing Summary

Suzanne Niemeyer, a director of Innventure, Inc. (INV), reported a transaction relating to her company stock. The Form 4 discloses a disposition of 27,276 common shares on 07/23/2025 at a price of $4.92 per share. After the transaction she beneficially owned 308,790 shares directly. The filing notes the shares were withheld to satisfy tax withholding obligations from a partial vesting of restricted stock units, and that the Form 4 was reported late due to an administrative error. This disclosure shows an equity-compensation-related reduction in shares held by an insider rather than an open-market sale for other purposes.

Positive

• Director retains a substantial direct holding of 308,790 shares following the transaction, indicating ongoing alignment with shareholders
• Disposition was for tax withholding on vested RSUs, a standard equity-compensation administrative action rather than an unsolicited sale

Negative

• Form 4 was reported late due to an administrative error, reducing timely transparency required under Section 16
• Disposition reduced insider's share count by 27,276 shares, which may modestly lower insider ownership concentration

Insights

Securities Analyst

TL;DR: Director sold 27,276 shares to cover RSU taxes; holding remains material at 308,790 shares.

The reported disposal reflects tax-withholding in connection with vested restricted stock units rather than an unsolicited divestiture. The price of $4.92 per share and the remaining direct ownership of 308,790 shares mean the director retains a meaningful stake. The late filing reduces transparency and could attract scrutiny, but the underlying transaction appears routine for equity compensation administration.

Corporate Governance Expert

TL;DR: Routine RSU withholding occurred; late reporting is a governance weakness that should be remedied.

The explanation states the shares were withheld to cover tax obligations from partial RSU vesting, which is a common administrative action. However, the Form 4 was filed late due to an administrative error; timely Section 16 reporting is a fundamental governance obligation. Repeated late reports can erode investor confidence even if transactions are non-economic in nature.

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

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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^*

Niemeyer Suzanne

(Last) (First) (Middle)

6900 TAVISTOCK LAKES BLVD,

SUITE 400

(Street)

ORLANDO FL 32827

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Innventure, Inc. [ INV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2025

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

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

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

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 Stock	07/23/2025(1)		F		27,276(2)	D	$4.92	308,790	D

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

Explanation of Responses:

1. This transaction is being reported late due to an administrative error.

2. Shares withheld to cover tax withholding obligations in connection with the partial vesting of the restricted stock units.

	/s/ Suzanne Niemeyer	08/27/2025
	** 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.

FAQ

What transaction did Suzanne Niemeyer report on Form 4 for INV?

The Form 4 reports a disposition of 27,276 common shares on 07/23/2025 at $4.92 per share.

Why were the shares disposed according to the Form 4?

The filing states the shares were withheld to cover tax withholding obligations in connection with the partial vesting of restricted stock units.

How many INV shares does the director own after the transaction?

Following the transaction, the reporting person beneficially owned 308,790 shares directly.

Was the Form 4 filed on time?

No. The Form 4 was reported late and the filing notes this was due to an administrative error.

Does the Form 4 indicate the disposition was part of open-market selling?

No. The document specifies the shares were withheld for tax purposes related to RSU vesting, not an open-market sale for other reasons.