INV Form 4: Director elected 4,750 shares in lieu of cash retainer

Rhea-AI Filing Summary

Innventure, Inc. director Bruce Brown acquired 4,750 fully vested shares of common stock on 09/30/2025 at an indicated price of $5.79 per share. The shares were received under the companys 2024 Non-Management Director Compensation Plan as an election to take stock in lieu of the cash retainer for the third calendar quarter of 2025. After the transaction, the reporting person beneficially owned 34,432 shares, held directly.

The Form 4 reports this as a routine, non-derivative compensation issuance to a director rather than an open-market purchase or sale. The disclosure clarifies the grant was fully vested on receipt and reflects standard director compensation mechanics rather than operational or financial performance metrics.

Positive

• Director alignment: Issuance increases the reporting person's equity stake, aligning interests with shareholders
• Cash conservation: Election to receive stock in lieu of cash retains company cash resources

Negative

• Minor dilution: Issuing 4,750 shares increases outstanding director-held shares, which has a small dilutive effect

Insights

Corporate Governance Expert

TL;DR: Director elected stock in place of cash retainer; routine compensation alignment with shareholder interests.

The reported issuance of 4,750 fully vested shares under the 2024 Non-Management Director Compensation Plan is a standard governance practice enabling directors to align with shareholders without immediate cash outlay by the company. Because the shares were fully vested upon issuance and received in lieu of cash, this transaction likely reflects pre-established compensation elections rather than discretionary board action. Impact on governance is neutral to modestly positive as equity-based pay increases director ownership stakes, subject to dilution considerations.

Securities Analyst

TL;DR: Small, routine equity issuance for director compensation; not a material capital or liquidity event.

From a market perspective, the 4,750-share issuance at $5.79 per share increases outstanding director-held shares to 34,432 for this reporting person. The transaction is non-derivative and fully vested, indicating no future exercise or vesting conditions. The scale of the issuance appears immaterial relative to publicly known capitalization metrics (not provided in this filing), so it should not materially affect valuation or liquidity by itself.

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).

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)
09/30/2025

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	09/30/2025		A		4,750(1)	A	$5.79	34,432	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 Innventure, Inc. 2024 Non-Management Director Compensation Plan (the "Plan") resulting from the Reporting Person's election under the Plan, in lieu of all of the cash retainer that would have otherwise been paid to the Reporting Person pursuant to the Plan during the third calendar quarter of 2025.

	/s/ Suzanne Niemeyer, Attorney-in-Fact	10/01/2025
	** 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 Bruce Brown report on Form 4 for Innventure, Inc. (INV)?

The report shows Bruce Brown acquired 4,750 fully vested shares of Innventure common stock on 09/30/2025 at a price of $5.79 per share under the 2024 Non-Management Director Compensation Plan.

Why were the shares issued to the director?

The shares were issued because the director elected to receive stock in lieu of the cash retainer payable under the companys 2024 Non-Management Director Compensation Plan for the third quarter of 2025.

How many shares does the reporting person own after the transaction?

Following the reported transaction, the reporting person beneficially owned 34,432 shares, held directly.

Was this issuance part of an option exercise or derivative transaction?

No. The Form 4 lists this as a non-derivative transaction of fully vested common stock, not an option exercise or other derivative.

Does the Form 4 indicate any change in control or sale of shares?

No. The filing documents an acquisition of shares as compensation; it does not report a sale or change in control.