Form 4: James Donnally awarded 4,750 Innventure shares; holdings disclosed

Rhea-AI Filing Summary

Innventure, Inc. director James O. Donnally received 4,750 fully vested shares of common stock on 09/30/2025 under the company's 2024 Non-Management Director Compensation Plan in lieu of his cash retainer for Q3 2025 at an indicated price of $5.79 per share. After the issuance, Donnally directly beneficially owns 27,055 shares and reports indirect holdings of 4,680,272 shares through the Glockner Family Venture Fund and 1,507,808 shares through the James O. Donnally Revocable Trust, with voting and investment power over the trust shares. The filing discloses a July 15, 2025 transfer of 7,377 directly owned shares to the Donnally Trust and includes a disclaimer that Donnally disclaims beneficial ownership of the Glockner Fund shares except to the extent of any pecuniary interest.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation issued in stock; disclosure of direct and indirect holdings and a trust transfer clarifies ownership structure.

The Form 4 documents a standard director election to receive equity in lieu of cash, yielding 4,750 fully vested shares at $5.79 each. The filing appropriately discloses both direct ownership and material indirect positions through a family venture fund and a revocable trust, plus a July 15, 2025 transfer of 7,377 shares into the trust. The reporting includes the required disclaimer regarding the reporter's lack of decision-making authority over the Glockner Fund, which helps delineate governance and potential control issues. This is a routine insider disclosure rather than an indicator of corporate control change.

Securities Analyst

TL;DR: The transaction is a non-cash compensation issuance; aggregate holdings remain heavily concentrated but the filing is standard.

The 4,750-share award increases the reporting person's direct holdings to 27,055 shares; the report also lists significant indirect holdings: 4,680,272 shares via the Glockner Fund and 1,507,808 shares via a revocable trust. The stated $5.79 price reflects the per-share valuation for the compensation election. The July 15, 2025 transfer of 7,377 shares into the trust is disclosed, with voting and investment power retained for the trust shares. From a market-perspective, this is a routine internal allocation and disclosure without additional market-moving detail in this filing.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Donnally James O

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,750	$5.79	$28K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 27,055 shares (Direct); Common Stock — 4,680,272 shares (Indirect, See footnote)

Footnotes (1)

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 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. 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. Reflects shares of Common Stock held directly by the James O. Donnally Revocable Trust (the "Donnally Trust"). The Reporting Person has voting and investment power over the shares of Common Stock held by the Donnally Trust. On July 15, 2025, the Reporting Person transferred 7,377 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.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
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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).

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)
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	27,055(4)	D
Common Stock								4,680,272	I	See footnote(2)
Common Stock								1,507,808(4)	I	See footnote(3)

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 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.

2. 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.

3. Reflects shares of Common Stock held directly by the James O. Donnally Revocable Trust (the "Donnally Trust"). The Reporting Person has voting and investment power over the shares of Common Stock held by the Donnally Trust.

4. On July 15, 2025, the Reporting Person transferred 7,377 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.

	/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 transaction did James O. Donnally report on Form 4 for INV?

The report discloses receipt of 4,750 fully vested shares of Innventure, Inc. common stock on 09/30/2025 under the 2024 Non-Management Director Compensation Plan in lieu of a cash retainer.

How many shares does James O. Donnally beneficially own after the reported transaction?

After the transaction, Donnally directly beneficially owns 27,055 shares and also reports indirect holdings of 4,680,272 shares via the Glockner Fund and 1,507,808 shares via the James O. Donnally Revocable Trust.

What price is shown for the shares received by the reporting person?

The Form 4 shows a price of $5.79 per share for the 4,750 shares issued as director compensation.

Did the filing disclose any transfers to a trust?

Yes. The filing notes that on 07/15/2025 the reporting person transferred 7,377 directly owned shares of common stock to the James O. Donnally Revocable Trust, over which he has voting and investment power.

Does Donnally claim beneficial ownership of the Glockner Family Venture Fund shares?

The filing states Donnally is a 25% owner of the Glockner Fund and disclaims beneficial ownership of the Fund's reported 4,680,272 shares except to the extent of any pecuniary interest, noting he has no authority over the Fund's investment decisions in the issuer.