Director Bruce Brown takes Innventure (INV) stock grant of 8,202 shares

Rhea-AI Filing Summary

Innventure, Inc. director Bruce Brown reported acquiring 8,202 shares of common stock on February 20, 2026. These fully vested shares, valued at $3.83 per share, were granted under the company’s Non-Management Director Compensation Plan in lieu of cash retainers for the fourth quarter of 2025. Following this award, Brown directly holds 42,634 shares of Innventure common stock.

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^*

Brown Bruce

(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)
02/20/2026

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	02/20/2026		A		8,202(1)	A	$3.83	42,634	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. Fully vested common stock, par value $0.0001 per share, of Innventure, Inc. received by the Reporting Person under the Second Amended and Restated Innventure, Inc. Non-Management Director Compensation Plan (the "Plan") resulting from the Reporting Person's election under the Plan, in lieu of all of the cash retainers that would have otherwise been paid to the Reporting Person pursuant to the Plan during the fourth quarter of 2025.

Remarks:

	/s/ Suzanne Niemeyer, Attorney-in-Fact	02/24/2026
	** 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 insider transaction did Innventure (INV) disclose for Bruce Brown?

Innventure disclosed that director Bruce Brown acquired 8,202 fully vested common shares at $3.83 per share. The shares were granted as director compensation, replacing cash retainers for the fourth quarter of 2025 under the company’s Non-Management Director Compensation Plan.

Was Bruce Brown’s Innventure (INV) Form 4 transaction a purchase or a grant?

The Form 4 shows a grant or award acquisition, not an open-market purchase. Code “A” indicates 8,202 fully vested shares were received as compensation in lieu of cash retainers, under Innventure’s Second Amended and Restated Non-Management Director Compensation Plan.

How many Innventure (INV) shares does Bruce Brown own after this Form 4?

After the reported grant, Bruce Brown directly owns 42,634 Innventure common shares. This total reflects the addition of 8,202 fully vested shares received as compensation for fourth quarter 2025 retainers under the company’s Non-Management Director Compensation Plan.

What price is reported for Bruce Brown’s Innventure (INV) stock grant?

The Form 4 reports a transaction price of $3.83 per share for the 8,202 common shares. This value is used for reporting purposes on the compensation-related stock award granted under Innventure’s Non-Management Director Compensation Plan.

Why did Bruce Brown receive Innventure (INV) shares instead of cash?

According to the footnote, Brown elected under Innventure’s Non-Management Director Compensation Plan to receive stock, instead of cash retainers, for the fourth quarter of 2025. As a result, he received 8,202 fully vested common shares in lieu of those cash payments.

Are Bruce Brown’s new Innventure (INV) shares fully vested?

Yes. The footnote states that the 8,202 Innventure common shares received by Bruce Brown are fully vested. They were issued under the Second Amended and Restated Non-Management Director Compensation Plan as payment in stock for quarterly director cash retainers.