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Innventure (INV) awards options and RSUs to Executive Chairman

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Innventure, Inc. reported that Executive Chairman Michael Otworth received new equity awards as part of his compensation. He was granted nonqualified stock options for 85,795 shares of common stock at a $6.00 exercise price, which is above the $4.64 closing price on the grant date. These options vest over time starting on April 2, 2027.

Otworth was also granted 121,228 shares of common stock in the form of Restricted Stock Units under the 2024 Equity and Incentive Compensation Plan. The RSUs vest in three equal installments on April 2, 2027, April 2, 2028, and April 2, 2029, subject to his continued service. Following the RSU grant, his direct common stock holdings total 3,395,258 shares.

Positive

  • None.

Negative

  • None.
Insider Otworth Michael
Role Executive Chairman
Type Security Shares Price Value
Grant/Award Nonqualified Stock Option (right to buy) 85,795 $0.00 --
Grant/Award Common Stock 121,228 $0.00 --
Holdings After Transaction: Nonqualified Stock Option (right to buy) — 85,795 shares (Direct); Common Stock — 3,395,258 shares (Direct)
Footnotes (1)
  1. The Restricted Stock Units were granted to the Reporting Person under the Innventure, Inc. 2024 Equity and Incentive Compensation Plan (the "Plan"), and vest in three equal installments on April 2, 2027, April 2, 2028, and April 2, 2029, subject to the Reporting Person's continuous service to Innventure, Inc. (the Issuer") until the applicable vesting date. The nonqualified stock options ("Stock Options"), exercisable solely in the Issuer's common stock, par value $0.0001 per share ("Common Stock") were granted by the Issuer to the Reporting Person on April 2, 2026 pursuant to the Plan. One-third of the shares of Common Stock underlying the Stock Options vest and become exercisable on April 2, 2027 and the remaining two-thirds of the shares of Common Stock underlying the Stock Options vest and become exercisable in eight substantially equal installments on each three-month anniversary thereafter, subject to the Reporting Person's continuous service to the Issuer until the applicable vesting date. The Stock Options were granted as a premium-price stock options. The $6.00 exercise price exceeds the $4.64 closing price of the Issuer's Common Stock on the grant date.
Option grant size 85,795 shares Nonqualified stock options granted on April 2, 2026
Option exercise price $6.00 per share Exercise price exceeds $4.64 closing price on grant date
RSU grant size 121,228 shares Restricted Stock Units granted under 2024 Equity and Incentive Compensation Plan
Common shares held after grant 3,395,258 shares Total direct common stock holdings after RSU acquisition
Option expiration date April 2, 2036 Nonqualified stock options term to expiration
Restricted Stock Units financial
"The Restricted Stock Units were granted to the Reporting Person under the Innventure, Inc. 2024 Equity and Incentive Compensation Plan"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
nonqualified stock options financial
"The nonqualified stock options ("Stock Options"), exercisable solely in the Issuer's common stock"
A nonqualified stock option is a company-issued right that lets an employee or contractor buy shares later at a preset price, like a coupon to purchase stock regardless of the market price. It matters to investors because when the option is used the recipient owes ordinary-income tax on the difference between market and preset price, which affects the holder’s financial decisions and can change the company’s share count and reported expenses.
premium-price stock options financial
"The Stock Options were granted as a premium-price stock options."
Innventure, Inc. 2024 Equity and Incentive Compensation Plan financial
"were granted to the Reporting Person under the Innventure, Inc. 2024 Equity and Incentive Compensation Plan"
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Otworth Michael

(Last)(First)(Middle)
6900 TAVISTOCK LAKES BLVD, SUITE 400

(Street)
ORLANDO FLORIDA 32827

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Innventure, Inc. [ INV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/02/2026A121,228(1)A$03,395,258D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Nonqualified Stock Option (right to buy)$604/02/2026A85,79504/02/2027(2)04/02/2036Common Stock85,795$085,795D
Explanation of Responses:
1. The Restricted Stock Units were granted to the Reporting Person under the Innventure, Inc. 2024 Equity and Incentive Compensation Plan (the "Plan"), and vest in three equal installments on April 2, 2027, April 2, 2028, and April 2, 2029, subject to the Reporting Person's continuous service to Innventure, Inc. (the Issuer") until the applicable vesting date.
2. The nonqualified stock options ("Stock Options"), exercisable solely in the Issuer's common stock, par value $0.0001 per share ("Common Stock") were granted by the Issuer to the Reporting Person on April 2, 2026 pursuant to the Plan. One-third of the shares of Common Stock underlying the Stock Options vest and become exercisable on April 2, 2027 and the remaining two-thirds of the shares of Common Stock underlying the Stock Options vest and become exercisable in eight substantially equal installments on each three-month anniversary thereafter, subject to the Reporting Person's continuous service to the Issuer until the applicable vesting date. The Stock Options were granted as a premium-price stock options. The $6.00 exercise price exceeds the $4.64 closing price of the Issuer's Common Stock on the grant date.
Remarks:
/s/ Suzanne Niemeyer, Attorney-In-Fact04/06/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What equity awards did Innventure (INV) grant to Executive Chairman Michael Otworth?

Innventure granted Michael Otworth nonqualified stock options for 85,795 shares at a $6.00 exercise price and 121,228 Restricted Stock Units. Both awards were issued under the Innventure, Inc. 2024 Equity and Incentive Compensation Plan as compensation.

How do Michael Otworth’s new stock options from Innventure (INV) vest?

The nonqualified stock options vest over time starting on April 2, 2027. One-third of the underlying shares vest and become exercisable then, and the remaining two-thirds vest in eight substantially equal quarterly installments, contingent on Otworth’s continued service to Innventure.

What is notable about the exercise price of Michael Otworth’s Innventure stock options?

The options were granted as premium-price stock options with a $6.00 exercise price. This exceeds the $4.64 closing price of Innventure’s common stock on the grant date, aligning potential value with future stock price appreciation.

When do Michael Otworth’s Innventure (INV) Restricted Stock Units vest?

The 121,228 Restricted Stock Units vest in three equal installments on April 2, 2027, April 2, 2028, and April 2, 2029. Each installment is conditioned on Otworth’s continuous service to Innventure through the applicable vesting date.

How many Innventure (INV) common shares does Michael Otworth hold after these grants?

After the Restricted Stock Unit grant, Michael Otworth directly holds 3,395,258 shares of Innventure common stock. This figure reflects his post-transaction position reported for the non-derivative common stock holding in the Form 4 filing.

What is the term of Michael Otworth’s new Innventure stock options?

The nonqualified stock options granted to Otworth expire on April 2, 2036. They are exercisable solely for Innventure common stock and become exercisable gradually, beginning on April 2, 2027, subject to his continued service with the company.