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Innventure, Inc. SEC Filings

INV NASDAQ

Welcome to our dedicated page for Innventure SEC filings (Ticker: INV), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

The Innventure, Inc. (NASDAQ: INV) SEC filings page on Stock Titan provides access to the company’s official U.S. Securities and Exchange Commission documents, along with AI-powered summaries that explain their contents in plain language. These filings are central to understanding how Innventure structures its industrial growth conglomerate model, finances its operations, and governs its family of technology-driven businesses.

Innventure’s recent Form 8-K current reports describe material events such as securities purchase agreements for convertible debentures with YA II PN, Ltd. (Yorkville), private placements of common stock and warrants, changes in independent registered public accounting firms, and the appointment of its first Lead Independent Director. Other 8-Ks detail financing arrangements and governance rights related to Accelsius Holdings LLC, Innventure’s controlled subsidiary focused on data center cooling products.

The company’s registration statements, including Form S-1 and shelf registration on Form S-3, outline its capital structure, preferred stock designations, and the registration of common shares and warrant shares for resale. Definitive proxy materials on Schedule 14A explain proposals submitted to stockholders, such as approvals needed under Nasdaq listing rules for issuing 20% or more of outstanding common stock in connection with convertible debentures and equity purchase agreements.

On this page, users can also monitor proxy statements, special meeting notices, and related voting information that describe how Innventure seeks shareholder approval for key financing transactions. For subsidiary-level financing, filings discuss convertible notes, preferred units, and rights granted to strategic investors in Accelsius.

Stock Titan’s interface surfaces these filings in real time from EDGAR and enhances them with AI-generated highlights, helping readers quickly identify important terms such as conversion prices, voting rights, index inclusion effects, and changes in auditor or board structure without needing to parse every technical detail themselves.

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Innventure, Inc. filed a current report describing a live audio interview held on January 15, 2026, in which Joshua Claman, Chief Executive Officer of subsidiary Accelsius Holdings LLC, spoke via Twitter Spaces.

The company is furnishing, but not filing, the edited transcript of this interview as Exhibit 99.1 and making it available on its investor relations website. The transcript includes forward-looking statements about Innventure’s business model, financial condition, results of operations and outlook for its operating companies, including AeroFlexx, Accelsius and Refinity.

These statements are described as subject to numerous risks and uncertainties, such as execution of business plans, liquidity and funding, regulatory compliance, technology performance, competition, legal proceedings, intellectual property, cyber-security, and broader economic and geopolitical factors, and are qualified by the company’s existing SEC risk factor disclosures.

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Innventure, Inc. completed an SEC-registered public offering of 11,428,572 shares of common stock, entering into a Securities Purchase Agreement with institutional purchasers. The company used a Form S-3 registration statement that was declared effective on January 9, 2026 and supplemented by a January 12, 2026 prospectus. Titan Partners Group LLC acted as sole placement agent on a reasonable best-efforts basis, earning a 7.0% cash fee on aggregate proceeds plus up to $100,000 in reimbursed expenses. Innventure agreed to 30-day restrictions on issuing additional common stock or equivalents after closing, and its executive officers and directors signed 30-day lock-up agreements limiting their sales. The offering closed on January 14, 2026, supported by customary legal opinions and related exhibits.

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Innventure, Inc. is offering 11,428,572 shares of common stock at $3.50 per share in a reasonable best efforts offering, targeting gross proceeds of about $40.0 million and estimated net proceeds of approximately $36.7 million after fees and expenses.

The company plans to use about $6 million of the proceeds to redeem its outstanding 5.0% convertible debentures due September 15, 2026 and apply the remainder to working capital and general corporate purposes, which may include taking equity in Accelsius instead of cash on roughly $8 million of intercompany convertible debt. Innventure expects 79,174,919 shares of common stock to be outstanding after the offering.

The stock is listed on the Nasdaq Global Market under the symbol INV. The shares are being sold through Titan Partners Group LLC as sole placement agent, which will receive a 7.0% cash fee, and the company and its directors and officers have agreed to 30‑day offering-related lock‑up restrictions.

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Innventure, Inc. filed a prospectus supplement to update its S-1 prospectus with recent 8-K disclosures about financing at its subsidiary Accelsius Holdings LLC and changes in its debt balance. Accelsius issued Series B-1 Units to Legrand and Johnson Controls for approximately $40 million of aggregate gross proceeds, building on a prior $25 million Series B-1 investment by Johnson Controls.

The new Series B-1 Units are convertible into Accelsius Class A Common Units at an initial Issue Price and Conversion Price of $36.4877 per unit, and were sold in a private, unregistered transaction. In connection with the closing, Accelsius amended its operating agreement to add Legrand as a member, expand its board to eight directors, and grant Legrand board representation plus various protective, preemptive, and information rights. Separately, Innventure reported that the balance of its Yorkville convertible debentures declined to about $6 million as of January 12, 2026, down from roughly $32.1 million as of September 30, 2025.

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Innventure, Inc. filed a prospectus supplement that incorporates two recent current reports. Its subsidiary, Accelsius Holdings LLC, closed a new funding round by issuing Series B-1 units to Legrand DPC, LLC and Johnson Controls, Inc. for approximately $40 million, following an earlier October 2025 Series B-1 investment of about $25 million from Johnson Controls. Accelsius plans to use the new capital, after expenses, for general company purposes.

The Series B-1 units are convertible into Accelsius Class A common units at an initial issue and conversion price of $36.4877 per unit and carry customary investor protections. In connection with the closing, Accelsius amended its operating agreement to add Legrand as a member, expand the board to eight directors, grant Legrand one board seat with veto rights over certain major actions, and provide Legrand (and also Johnson Controls) with customary preemptive, information, and registration rights. Innventure also reported that Accelsius’ $40 million funding was based on a valuation of approximately $665 million and that the balance on its convertible debentures with Yorkville had decreased to about $6 million as of January 12, 2026, down from roughly $32.1 million on September 30, 2025.

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Rhea-AI Summary

Innventure, Inc. filed a prospectus supplement that adds two recent updates about its subsidiary Accelsius Holdings LLC and the parent’s balance sheet. On December 29, 2025, Accelsius raised approximately $40 million by selling 822,195 Series B-1 Units to Legrand DPC, LLC for about $30 million and 274,065 Series B-1 Units to Johnson Controls, Inc. for about $10 million, following an earlier $25 million Series B-1 investment by Johnson Controls. The units are convertible into Accelsius Class A Common Units at an initial Issue Price and Conversion Price of $36.4877 per unit.

In connection with Legrand’s investment, Accelsius amended its operating agreement to add Legrand as a member, expand its board to eight directors, grant Legrand one board seat, and require approval from the Legrand-designated director for key “Preferred Decisions,” including new senior or pari passu securities and indebtedness above $20 million. Accelsius expects to enter into reseller, private label, joint development, supply, and contract manufacturing agreements with Legrand. Separately, as of January 12, 2026, Innventure reports about $6 million outstanding on its convertible debentures with YA II PN, Ltd., down from roughly $32.1 million as of September 30, 2025.

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Innventure, Inc. received a Schedule 13G reporting that Adam Fisher and affiliated investment entities collectively may be deemed to beneficially own 4,366,739 shares of Innventure common stock, or approximately 6.2% of the shares outstanding. This includes 1,529,836 shares held directly by Commonwealth Asset Management Global Macro Master Fund Ltd. and 2,836,903 shares held by AFT Investments LLC, of which 2,587,331 shares are obtainable upon exercise of warrants.

The filing notes that Fisher is the founder and chief investment officer of Commonwealth Asset Management LP and the sole member of ABF Manager LLC, which manages AFT Investments LLC, giving him indirect beneficial ownership of these positions. The report explains that, around the October 2, 2024 business combination, Fisher may have been deemed to beneficially own about 19.0% of Innventure’s common stock through sponsor shares, warrants, and convertible Series B preferred stock, before subsequent distributions and conversions reduced this to 6.2%. The reporting persons certify the holdings are not for the purpose of changing or influencing control of Innventure.

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Innventure, Inc. reported that its subsidiary, Accelsius Holdings LLC, issued and sold Series B-1 Units to Legrand DPC, LLC and Johnson Controls, Inc. for $40 million, implying an Accelsius valuation of approximately $665 million, based on methodologies that rely on estimates and assumptions. The company also noted that the aggregate balance outstanding under its convertible debentures held by YA II PN, Ltd. was about $6 million as of January 12, 2026, down from approximately $32.1 million as of September 30, 2025, a reduction of roughly $26.1 million.

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Innventure, Inc. reported that its subsidiary Accelsius Holdings LLC closed a Series B-1 funding round on December 29, 2025. Accelsius sold 822,195 Series B-1 Units to Legrand DPC, LLC for gross proceeds of about $30 million and 274,065 Series B-1 Units to Johnson Controls, Inc. for about $10 million, bringing total gross proceeds from this closing to roughly $40 million. This follows approximately $25 million of Series B-1 funding from Johnson Controls on October 2, 2025. Accelsius plans to use the new capital, after expenses, for general company purposes. The Series B-1 Units are convertible into Accelsius Class A Common Units at an initial Issue Price and Conversion Price of $36.4877 per unit, subject to adjustments.

In connection with the investment, Accelsius amended its operating agreement to add Legrand as a member, expand the board to eight directors and grant Legrand the right to designate one director with approval rights over defined “Preferred Decisions,” including debt above $20,000,000 and creation of senior or pari passu securities. Legrand also receives customary preemptive, co-sale, right-of-first-refusal, information and registration rights that are also made available to Johnson Controls. Accelsius expects to enter reseller, private label, joint development, supply and contract manufacturing agreements with Legrand.

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Innventure, Inc. insider WE-INN LLC, identified as a reporting person with director status, reported open-market sales of the company’s common stock. On 12/17/2025, WE-INN LLC sold 184,777 shares at a volume-weighted average price of $4.86 per share, and on 12/18/2025 it sold an additional 252,502 shares at a volume-weighted average price of $4.68 per share.

After these transactions, WE-INN LLC reported beneficial ownership of 6,135,284 Innventure common shares. The filing explains that these securities are owned indirectly and jointly by Gregory and Kimberly Wasson, who share voting and dispositive power over the shares held by WE-INN LLC, where they serve as President and Executive Vice President.

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FAQ

What is the current stock price of Innventure (INV)?

The current stock price of Innventure (INV) is $2.73 as of March 2, 2026.

What is the market cap of Innventure (INV)?

The market cap of Innventure (INV) is approximately 224.9M.

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INV Stock Data

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