Innventure (INV) director awarded 7,180 shares as Q4 fee

Rhea-AI Filing Summary

Donnally James O reported acquisition or exercise transactions in this Form 4 filing.

Innventure, Inc. director James O. Donnally received a grant of 7,180 fully vested shares of common stock at $3.83 per share under the company’s Non-Management Director Compensation Plan, in lieu of cash retainers for the fourth quarter of 2025, bringing his direct holdings to 22,305 shares. He also reports indirect interests through the James O. Donnally Revocable Trust and Our-No Family Holdings LP, where he has voting and investment power, and through the Glockner Family Venture Fund, where he has no decision-making authority and disclaims beneficial ownership beyond any pecuniary interest.

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^*

Donnally James O

(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)
02/17/2026

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	02/17/2026		A		7,180(1)	A	$3.83	22,305(2)	D
Common Stock								1,519,738(2)	I	See footnote(3)
Common Stock								27,886	I	See footnote(4)
Common Stock								4,680,272	I	See footnote(5)

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 ("Common Stock"), of Innventure, Inc. (the "Issuer") 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 calendar quarter of 2025.

2. On September 30, 2025, the Reporting Person transferred 4,750 directly owned shares of Common Stock to the James O. Donnally Revocable Trust (the "Donnally Trust"). Additionally, on the date hereof, the Reporting Person transferred 7,180 directly owned shares of Common Stock to the Donnally Trust. The Reporting Person has voting and investment power over the shares of Common Stock held by the Donnally Trust.

3. Reflects shares of Common Stock held directly by the Donnally Trust. The Reporting Person has voting and investment power over the shares of Common Stock held by the Donnally Trust.

4. Common Stock, par value $0.0001 per share ("Common Stock"), of Innventure, Inc. (the "Issuer") purchased by Our-No Family Holdings LP. (Our-No Family Holdings"). The Reporting Person has voting and investment power over the Common Stock held by Our-No Family Holdings.

5. Represents shares of Common Stock held directly by the Glockner Family Venture Fund (the "Glockner Fund"). The Reporting Person is a 25% owner of the Glockner Fund and is a 25% owner and the Managing Member of Bellringer Consulting Group, LLC ("Bellringer"), the general partner of the Glockner Fund. The Reporting Person has no authority over the Glockner Fund's decision-making with respect to equity or debt investments in the Issuer and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any. The inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act of 1934.

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).
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FAQ

What insider transaction did Innventure (INV) director James O. Donnally report?

James O. Donnally reported receiving 7,180 fully vested Innventure common shares. The stock was granted under the Non-Management Director Compensation Plan as compensation, taken instead of cash retainers for the fourth quarter of 2025, and increased his directly held position to 22,305 shares.

At what price was the Innventure (INV) director stock award valued?

The 7,180 Innventure common shares granted to director James O. Donnally were valued at $3.83 per share. This award represents his elected stock compensation in place of cash retainers for fourth-quarter 2025 service under the company’s Second Amended and Restated Non-Management Director Compensation Plan.

How many Innventure (INV) shares does James O. Donnally hold directly after the award?

After receiving the 7,180-share stock award, James O. Donnally holds 22,305 Innventure common shares directly. This figure reflects his updated personal share balance, separate from additional indirect interests reported through a revocable trust, a family limited partnership, and a venture fund.

What indirect Innventure (INV) holdings are associated with James O. Donnally?

Indirect Innventure holdings associated with James O. Donnally include shares held by the James O. Donnally Revocable Trust, Our-No Family Holdings LP, and the Glockner Family Venture Fund. He has voting and investment power over the trust and Our-No holdings, but disclaims beneficial ownership beyond any pecuniary interest in the Glockner Fund.

Does James O. Donnally control Innventure (INV) investments made by the Glockner Family Venture Fund?

James O. Donnally has no authority over the Glockner Family Venture Fund’s decisions on Innventure equity or debt investments. He is a 25% owner of the fund and its general partner but disclaims beneficial ownership of the reported Innventure shares except to the extent of any pecuniary interest.