[Form 4] Innventure, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Innventure, Inc. director Suzanne Niemeyer received 225,479 restricted stock units (RSUs) granted under the company’s 2024 Equity and Incentive Compensation Plan. The RSUs vest in three equal installments on August 25 of 2026, 2027 and 2028 and are subject to the reporting person’s continuous service through each applicable vesting date. Following the grant, the reporting person’s total beneficial ownership of the issuer’s common stock is reported as 534,269 shares. The grant price is recorded as $0, indicating these are compensation RSUs rather than purchases.

Positive

• RSU grant of 225,479 units increasing director alignment with shareholders
• Clear vesting schedule in three equal installments through 2028, providing retention incentives
• Beneficial ownership updated to 534,269 shares, improving transparency of insider holdings
• Grant recorded at $0 consistent with service-based compensation (not an open-market purchase)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR Director-side equity award aligns long-term interests with shareholders through multi-year vesting.

The RSU award to a director under the 2024 equity plan creates a multi-year retention mechanism that ties compensation to continued service. The three-year staggered vesting schedule provides time-based alignment without performance contingencies. The reported zero dollar price confirms these are service-based compensation units, not open-market purchases. The post-grant beneficial ownership figure of 534,269 shares clarifies the director’s stake following this issuance.

Securities Analyst

TL;DR Material for insider holdings disclosure but not immediately dilutive until vesting and settlement.

The Form 4 reports a grant of 225,479 RSUs and the resulting beneficial ownership level. Because RSUs vest over three years, the timing of potential share issuance is specified by the vesting schedule. The disclosure is a routine insider compensation filing that updates ownership levels; it does not report derivative exercises or cash transactions.

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

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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)
08/25/2025

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	08/25/2025		A		225,479(1)	A	$0	534,269	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. Restricted Stock Units ("RSUs") granted to the Reporting Person under the Innventure, Inc. 2024 Equity and Incentive Compensation Plan, and vesting in three equal installments on August 25, 2026, August 25, 2027, and August 25, 2028, subject to the Reporting Person's continuous service to the Issuer until the appliable vesting date.

	/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 did Innventure (INV) disclose in the Form 4 filed by Suzanne Niemeyer?

The filing reports a grant of 225,479 restricted stock units (RSUs) and shows total beneficial ownership of 534,269 shares following the grant.

How do the RSUs granted to Suzanne Niemeyer vest?

The RSUs vest in three equal installments on August 25 of 2026, 2027 and 2028, subject to continuous service through each vesting date.

Was there any cash paid for the award reported on this Form 4?

The grant is reported with a price of $0, indicating these RSUs were awarded as compensation rather than purchased.

Does the Form 4 report any derivative exercises or disposals by the reporting person?

No. The Form 4 reports a non-derivative RSU grant and does not list derivative transactions or disposals.

Is the RSU grant tied to performance targets according to the filing?

No performance conditions are stated in the filing; the RSUs are described as time-based vesting subject to continuous service.