Innventure, Inc. SEC Filings

Innventure, Inc. subsidiary Accelsius issued 685,163 Series B-1 Units to Johnson Controls, Inc., generating approximately $25,000,000 in gross proceeds before fees. The Series B-1 Units carry an Issue Price of $36.4877 per unit and are convertible into Accelsius Class A Common Units at a Conversion Price that initially equals $36.4877, subject to customary adjustments.

As part of the transaction, certain outstanding convertible notes and indebtedness automatically converted into equity in accordance with their terms. The amended operating agreement gives JCI enhanced rights including a management designation so long as it holds at least 50% of its purchased Series B-1 Units, preemptive participation in new issuances, rights of first refusal and co-sale, inspection and financial reporting rights, transfer restrictions on registrable securities, and customary registration rights for holders of a majority of registrable securities.

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.

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.

Innventure, Inc. entered into a new financing deal with YA II PN, Ltd. (Yorkville) for up to $15,000,000 in convertible debentures that can be turned into common stock. At the first closing, Yorkville bought $10,000,000 in principal amount, providing Innventure with about $7,000,000 of gross proceeds after a 10% original issue discount and the $2,000,000 September payment. A second $5,000,000 debenture is expected after a resale registration statement becomes effective, bringing total gross proceeds to about $11,500,000. The debentures mature on September 15, 2026, bear 5.0% annual interest (rising to 18.0% on default), and are convertible at the lower of a fixed $7.00 price or 95% of the lowest five‑day VWAP, but not below a $1.16 floor, subject to ownership and Nasdaq exchange caps. Innventure also amended $30,000,000 of existing Yorkville convertible debentures to align conversion terms, remove most scheduled cash amortization after the September payment, and add similar share caps under Nasdaq rules.

David Yablunosky, Chief Financial Officer and Chief Accounting Officer and director of Innventure, Inc. (INV), received a grant of 112,740 restricted stock units (RSUs) on 08/25/2025. The RSUs have a $0 transaction price and vest in three equal annual installments on 08/25/2026, 08/25/2027 and 08/25/2028, subject to continuous service through each vesting date.

Following the grant, the reporting person beneficially owns 421,530 shares directly. In addition, the report discloses 32,866 shares indirectly held by a custodian for a Roth IRA. The Form 4 shows the transaction code as an acquisition and the grant was reported by an attorney-in-fact for the reporting person.

Innventure, Inc. director Suzanne Niemeyer received 225,479 restricted stock units (RSUs) granted under the company’s 2024 Equity and Incentive Compensation Plan. The RSUs vest in three equal installments on August 25 of 2026, 2027 and 2028 and are subject to the reporting person’s continuous service through each applicable vesting date. Following the grant, the reporting person’s total beneficial ownership of the issuer’s common stock is reported as 534,269 shares. The grant price is recorded as $0, indicating these are compensation RSUs rather than purchases.

Insider sale tied to RSU vesting at Innventure, Inc. (INV) David Yablunosky, who serves as CFO, CAO and a director, reported a disposition of 27,276 shares of Innventure common stock on 07/23/2025 at a reported price of $4.92 per share. After the reported transaction he beneficially owned 308,790 shares directly. The filing states the shares were withheld to satisfy tax withholding related to the partial vesting of restricted stock units. The Form 4 was signed by an attorney-in-fact on 08/27/2025 and notes the filing was submitted late due to an administrative error.

Suzanne Niemeyer, a director of Innventure, Inc. (INV), reported a transaction relating to her company stock. The Form 4 discloses a disposition of 27,276 common shares on 07/23/2025 at a price of $4.92 per share. After the transaction she beneficially owned 308,790 shares directly. The filing notes the shares were withheld to satisfy tax withholding obligations from a partial vesting of restricted stock units, and that the Form 4 was reported late due to an administrative error. This disclosure shows an equity-compensation-related reduction in shares held by an insider rather than an open-market sale for other purposes.

Innventure, Inc. disclosed that its prior auditor BDO served since October 2, 2024 (and for predecessor Innventure LLC since June 3, 2022) and issued audit reports for fiscal years ended December 31, 2024 and 2023 that were unqualified except for an explanatory paragraph regarding substantial doubt about the company's ability to continue as a going concern. BDO reported material weaknesses in internal control over financial reporting tied to insufficient accounting staffing, inadequate IT general controls, weak review and segregation of duties, issues over inventory costing and existence, review of accounting treatment, and a change in accounting treatment related to a previously reported business combination. The Audit Committee discussed these weaknesses with BDO and authorized BDO to respond to inquiries from the successor auditor. BDO provided a letter dated August 20, 2025 filed as Exhibit 16.1. The Audit Committee approved and engaged WithumSmith+Brown, PC as the new independent registered public accounting firm effective August 18, 2025. The company reported no disagreements with BDO on accounting principles or auditing scope and reported no reportable events other than the material weaknesses noted.