Ascent Capital (INV) discloses 6.8% Innventure stake and non-activist board engagement

Rhea-AI Filing Summary

Innventure, Inc. (Common Stock) received an updated Schedule 13D/A from Ascent Capital Partners LLC and its principals. They report beneficial ownership of 5,462,402 shares of Class A Common Stock, representing 6.8% of the company, acquired for approximately $18,591,403 through private funds and separately managed accounts.

Ascent Capital states the investment is for general investment purposes and that it may buy more shares, sell shares, or hold its position over time. On May 4, 2026, it sent a letter to Innventure’s board addressing performance, governance, and strategy, while clarifying it does not intend to take an activist status but will continue engaging with the board.

Insights

Equity ownership and governance analyst

Ascent Capital discloses a 6.8% Innventure stake with ongoing but non-activist board engagement.

Ascent Capital Partners reports beneficial ownership of 5,462,402 Innventure Class A shares, or 6.8% of the company. The position, acquired for approximately $18,591,403, is held across private funds and separately managed accounts that Ascent advises.

The filing notes Ascent may increase, reduce, or maintain its stake depending on Innventure’s financial position, share price, and broader market and industry factors. It also highlights that Ascent’s clients typically pay asset-based and performance fees tied partly to net profits on these securities.

On May 4, 2026, Ascent sent a board letter on performance, strategy, and governance, but explicitly stated it will not take an activist status and will remain inactive as an activist investor while continuing to engage with the board. The overall impact is a disclosed, mid‑single‑digit ownership position with ongoing, but framed-as-collaborative, governance dialogue.

Key Figures

Beneficial ownership: 5,462,402 shares Ownership percentage: 6.8% Shares outstanding: 80,069,319 shares +4 more

7 metrics

Beneficial ownership 5,462,402 shares Innventure Class A Common Stock reported by Ascent Capital

Ownership percentage 6.8% Share of Innventure Class A Common Stock outstanding

Shares outstanding 80,069,319 shares Innventure Class A Common Stock outstanding as of March 23, 2026

Aggregate cost $18,591,403 Approximate cost to acquire Ascent Capital’s Innventure position

Fund-held shares 3,665,560 shares Innventure shares held by Ascent Capital private funds

Warrants held 76,000 warrants Innventure warrants held by Ascent Capital funds

SMA-held shares 1,796,842 shares Innventure shares held by separately managed accounts

Key Terms

beneficially own, Class A Common Stock, Schedule 13D, separately managed accounts, +2 more

6 terms

beneficially own financial

"As of the date hereof the Reporting Person may be deemed to beneficially own an aggregate of 5,462,402 shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Class A Common Stock financial

"representing 6.8% of the outstanding shares of Class A Common Stock, based on 80,069,319 shares"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

separately managed accounts financial

"other investors, including through separately managed accounts ("SMAs")"

A separately managed account is an investment portfolio owned by a single investor but professionally managed to that investor’s specific goals and preferences, rather than pooled with other clients’ money. It matters to investors because it offers greater customization, tax control and transparency—like hiring a personal chef instead of eating from a shared buffet—though it often requires higher minimums and can have different fee and liquidity implications.

performance fee financial

"clients generally pay an asset-based management fee and a performance fee, some of which may be based on the net profits"

A performance fee is a charge taken by an investment manager only when a fund or portfolio exceeds a pre-agreed target or delivers positive returns, like a success bonus for good results. It matters to investors because it reduces their net gains when paid, can align the manager’s incentives with strong performance, and may encourage higher-risk strategies that affect long-term returns and total cost.

warrants financial

"The beneficial ownership reported herein consists of 3,665,560 shares and 76,000 warrants held by Funds"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Innventure, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

45784M108

(CUSIP Number)

Ascent Capital Partners
16427 N Scottsdale Rd, Ste 410
Scottsdale, AZ, 85255
928-503-2437

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/04/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 45784M108

1

Name of reporting person

Ascent Capital Partners LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ARIZONA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,462,402.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,462,402.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,462,402.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.8 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP Number(s): 45784M108

1

Name of reporting person

Jonathan Loeffler

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ARIZONA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,462,402.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,462,402.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,462,402.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 45784M108

1

Name of reporting person

Mark A Pomeroy Jr

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ARIZONA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,462,402.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,462,402.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,462,402.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Innventure, Inc.
(c)	Address of Issuer's Principal Executive Offices: 6900 TAVISTOCK LAKES BLVD, SUITE 400, 6900 TAVISTOCK LAKES BLVD, SUITE 400, ORLANDO, FLORIDA , 32827.
Item 2.	Identity and Background
(a)	Ascent Capital Partners LLC ("Ascent Capital")
(b)	16427 N Scottsdale Rd, Ste 410, Scottsdale, AZ 85255
(c)	The principal business of Ascent Capital is providing investment advisory services to private funds ("Funds") and other investors, including through separately managed accounts ("SMAs"). Ascent Capital clients generally pay an asset-based management fee and a performance fee, some of which may be based on the net profits, if any, relating to Issuer securities.
(d)	No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is an Arizona limited liability company. Jonathan Loeffler and Mark A. Pomeroy Jr, each a citizen of the United States of America, are all the members and managers of the Reporting Person and their business address is 16472 N. Scottsdale Rd, Ste. 410, Scottsdale, Arizona 85255
Item 3.	Source and Amount of Funds or Other Consideration
	Ascent Capital acquired beneficial ownership of the securities reported herein at a cost of approximately $18,591,403. The source of funds used to acquire such position was from working capital of private funds and SMAs managed by Ascent Capital.
Item 4.	Purpose of Transaction
	The Reporting Persons acquired the securities reported herein for investment purposes and intend to review their investments in the Issuer on a continuing basis. Subject to various factors, including but not limited to the Issuer's financial position and strategic direction, price levels of the Class A Common Stock, conditions in the securities markets, various laws and regulations applicable to the Issuer and companies in its industry and the Reporting Persons' ownership in the Issuer, and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. The Reporting Persons may, from time to time, acquire, or cause affiliates to acquire, additional shares of Class A Common Stock or other securities of the Issuer (including any combination or derivative thereof), dispose, or cause affiliates to dispose, of some or all of their Class A Common Stock or other securities of the Issuer or continue to hold, or cause affiliates to hold, Class A Common Stock or other securities of the Issuer (or any combination or derivative thereof). In addition, the Reporting Persons have engaged and intend to continue to engage, in discussions with management or the board of directors of the Issuer (the "Board") about its business, operations, strategy, and prospects and governance matters or otherwise work with management and the Board with a view to maximizing stockholder value. On May 4, 2026, Ascent Capital delivered a letter to the Board of Directors of the Issuer (the "Board Letter") with respect to the Issuer's performance, corporate governance, strategic direction and certain actions that Ascent Capital believes the Issuer should take and also clarifying Ascent Capital will not be taking an activist status as an investor and will be inactive; however, it will continue to engage with the board. A copy of the Board Letter is attached as an Exhibit to this Schedule 13D and incorporated by reference in this Item 4. Except as described in this Schedule 13D, the Reporting Person does not have any present plans that relate to or would result in any of the actions described in Item 4 of paragraph (a) through (j), although, the Reporting Person, at any time, may review, reconsider and change their position and/or purpose and/or develop such plans and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5. As of the date hereof the Reporting Person may be deemed to beneficially own an aggregate of 5,462,402 shares of the Issuer's Class A Common Stock, representing 6.8% of the outstanding shares of Class A Common Stock, based on 80,069,319 shares of Class A Common Stock of the Issuer outstanding as of March 23, 2026, which is the total number of Shares outstanding disclosed on the 10-K filed on March 30, 2026. The beneficial ownership reported herein consists of 3,665,560 shares and 76,000 warrants held by Funds and 1,796,842 shares held by SMAs managed by Ascent Capital.
(b)	See Item 5(a) above
(c)	Except as set forth on Schedule A attached hereto, the Reporting Person has not effected any transaction in Class A Common Stock in the past 60 days.
(d)	To the best knowledge of the Reporting Person, no one other than the Reporting Person, or the partners, members, affiliates or shareholders of the Reporting Person or the private funds and/or SMAs it manages, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock reported herein as beneficially owned by the Reporting Person.
(e)	The information set forth in Items 2 and 5 of the Schedule 13D is incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Items 2 and 5 of the Schedule 13D is incorporated herein by reference. For the avoidance of doubt, Ascent Capital also owns securities in private companies in which the Issuer also has ownership.
Item 7.	Material to be Filed as Exhibits.
	Please see Exhibit 1 (Ascent Capital Letter)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ascent Capital Partners LLC

Signature:	Jonathan Loeffler
Name/Title:	Managing Director
Date:	05/05/2026

Jonathan Loeffler

Signature:	Jonathan Loeffler
Name/Title:	Managing Director
Date:	05/05/2026

Mark A Pomeroy Jr

Signature:	Mark A. Pomeroy Jr.
Name/Title:	Managing Director
Date:	05/05/2026

Comments accompanying signature:

n/a

FAQ

How large is Ascent Capital Partners’ stake in Innventure (INV)?

Ascent Capital Partners reports beneficial ownership of 5,462,402 Innventure Class A shares, representing 6.8% of the outstanding common stock. This percentage is based on 80,069,319 shares reported as outstanding as of March 23, 2026, in Innventure’s Form 10-K.

How much has Ascent Capital Partners invested in Innventure (INV) shares?

Ascent Capital states it acquired its Innventure position at a cost of approximately $18,591,403. The stake is held through private funds and separately managed accounts that Ascent manages, and client fees may include performance-based components tied to net profits on these securities.

What securities does Ascent Capital hold in Innventure (INV)?

Ascent Capital’s beneficial ownership consists of 3,665,560 Innventure shares and 76,000 warrants held by its private funds, plus 1,796,842 shares held by separately managed accounts. In total, these positions make up the reported 5,462,402 shares of Class A Common Stock beneficially owned.

Is Ascent Capital taking an activist role at Innventure (INV)?

Ascent Capital sent a board letter on May 4, 2026 discussing performance, governance, and strategy, but explicitly clarified it will not take an activist status as an investor. It plans to remain inactive as an activist while continuing dialogue with Innventure’s board.

Can Ascent Capital change its Innventure (INV) position in the future?

Yes. Ascent Capital states it may acquire additional shares, dispose of shares, or continue to hold its Innventure position. Future actions depend on factors such as the company’s financial position, stock price, industry conditions, and applicable laws and regulations.

Who are the individuals associated with Ascent Capital’s Innventure (INV) filing?

The filing lists Ascent Capital Partners LLC and its members and managers Jonathan Loeffler and Mark A. Pomeroy Jr., all Arizona-based. Each is reported as beneficially owning 5,462,402 shares, or 6.8% of Innventure’s Class A Common Stock, through Ascent-managed vehicles.