Otworth Discloses 2.94M Innventure Shares; RSUs and Options Could Vest in 2025

Rhea-AI Filing Summary

Michael Otworth, Executive Chairman and a Class III director of Innventure, Inc., reports beneficial ownership of 2,942,902 shares of the company's common stock, representing approximately 5.5% of the 53,487,294 outstanding shares as of April 25, 2025. His position reflects shares received in connection with the October 2, 2024 business combination, milestone shares on February 4, 2025, a pro rata distribution on February 13, 2025, and conversion of 114,161 Series C preferred shares on April 24, 2025 into 228,322 common shares. Mr. Otworth states these holdings are for investment purposes and he has sole voting and dispositive power. The filing discloses 537,705 restricted stock units and 262,295 non-qualified options that vest or become exercisable on October 2, 2025, subject to continued service and lock-up terms.

Positive

• Significant insider ownership: 2,942,902 shares (~5.5%) indicating alignment with shareholders
• Shares acquired through corporate transactions: holdings resulted from the business combination, milestone achievement, pro rata distribution, and Series C conversion
• Sole voting and dispositive power: simplifies governance clarity and accountability
• Long-term investment intent: Reporting person states shares are held for investment purposes

Negative

• Potential dilution: 537,705 restricted stock units and 262,295 options could increase outstanding shares if vested/exercised
• Lock-up/vesting dependence: additional equity is contingent on continued service and contractual lock-up terms, creating uncertainty around future supply of shares

Insights

Securities Analyst

TL;DR: Otworth holds a meaningful insider stake (5.5%) acquired via the business combination and conversions; holdings are long-term with additional vested equity pending.

Otworth's reported 2.94M shares (5.5%) is material for an insider but below a control threshold. The stake primarily arose from the business combination and subsequent milestone and conversion issuances, indicating alignment with corporate transactions. Sole voting/dispositive power simplifies governance signaling—investors can attribute any voting outcomes for these shares directly to him. The reported 800k+ of earnouts/options/RSUs potentially increases his economic interest if vested, which may dilute other holders but also further align his incentives with company performance.

Corporate Governance Expert

TL;DR: As Executive Chairman and Class III director, Otworth's 5.5% stake and sole voting power are governance-relevant but not controlling.

The disclosure confirms no current plans to pursue actions described in Schedule 13D items 4(a)–(j), reducing short-term activist risk. Sole voting authority over the reported shares streamlines director influence on shareholder votes tied to this block. The existence of restricted stock units and options tied to continued service and a contractual lock-up suggests management retention incentives and temporary limits on secondary sales, which may stabilize insider selling pressure through October 2, 2025 (or earlier if lock-up terminates).

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Innventure, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

45784M108

(CUSIP Number)

Michael Otworth
6900 TAVISTOCK LAKES BLVD, SUITE 400,
Orlando, FL, 32827
321-209-6787

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

04/24/2025

(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).

SCHEDULE 13D

CUSIP No. 45784M108

1

Name of reporting person

Otworth Michael

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)

AF

5

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

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,942,902.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,942,902.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,942,902.00

12

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

13

Percent of class represented by amount in Row (11)

5.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: Innventure, Inc.
(c)	Address of Issuer's Principal Executive Offices: 6900 TAVISTOCK LAKES BLVD, SUITE 400, ORLANDO, FLORIDA , 32827.
Item 2.	Identity and Background
(a)	Michael Otworth
(b)	6900 Tavistock Lakes Blvd., Suite 400, Orlando, FL 32827
(c)	Executive Chairman and a Class III director of Innventure, Inc.
(d)	During the past five years the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was the Reporting Person a party to a civil proceeding or 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 enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	During the past five years the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was the Reporting Person a party to a civil proceeding or 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 enjoying 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)	United States.
Item 3.	Source and Amount of Funds or Other Consideration
	On October 2, 2024, the Reporting Person received 2,552,625 shares of the Issuer's common stock in connection with the business combination in accordance with the Business Combination Agreement, (as amended and supplemented), dated as of October 24, 2023, by and among the Issuer, Learn CW Investment Corporation, Innventure LLC, LCW Merger Sub, Inc., and Innventure Merger Sub, LLC. On February 4, 2025, the Reporting Person received 154,829 shares of the Issuer's common stock in connection with the achievement of a milestone pursuant to the Business Combination Agreement. On February 13, 2025, the Reporting Person received 7,126 shares of the Issuer's common stock in connection with a pro rata distribution from Inneventure1 LLC, which were previously reported as indirectly attributable to the Reporting Person as a result of the Reporting Person having shared voting and investment power in respect of Innventure1 LLC. On April 24, 2025, the Reporting Person converted 114,161 shares of the Issuer's Series C Preferred Stock, resulting in the issuance of 228,322 shares of the Issuer's common stock.
Item 4.	Purpose of Transaction
	The Reporting Person is the Executive Chairman and a Class III director of the Issuer. He acquired all of his securities for investment purposes only and are being held as a long-term investment. The Reporting Person does not have any current plans or proposals which relate to or would result in any matters set forth in Items 4(a) through 4(j) of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person beneficially owns 2,942,902 shares of the Issuer's common stock. Does not include 537,705 restricted stock units and 262,295 non-qualified stock options, which vest and become exercisable, respectively, on October 2, 2025, or, if earlier, on the same date that the lock-up set forth in the contractual lock-up agreement entered into by the Reporting Person with the Issuer on October 24, 2023 terminates pursuant to its terms, subject to the Reporting Person's continuous service to the Issuer until the applicable vesting date. The above number of shares amounts to approximately 5.5% of the 53,487,294 outstanding shares of the Issuer's common stock as of April 25, 2025.
(b)	The Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition of all shares beneficially owned by the Reporting Person.
(c)	Except as described under Item 3 above, the Reporting Person did not engage in any transactions in shares of the Company's common stock during the past 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Not applicable.

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.

Otworth Michael

Signature:	Michael Otworth
Name/Title:	Individually
Date:	08/18/2025

FAQ

How many Innventure (INV) shares does Michael Otworth beneficially own?

Mr. Otworth beneficially owns 2,942,902 common shares, representing approximately 5.5% of outstanding shares as of April 25, 2025.

How were Otworth's Innventure shares acquired?

Shares were received from the Oct 2, 2024 business combination, a Feb 4, 2025 milestone issuance, a Feb 13, 2025 pro rata distribution, and conversion of 114,161 Series C preferred shares on Apr 24, 2025.

Does Otworth have voting control over these shares?

Yes. The filing states Otworth has sole voting and sole dispositive power over the reported shares.

Are there additional shares that could become Otworth's?

Yes. The filing discloses 537,705 restricted stock units and 262,295 non-qualified options that vest or become exercisable on Oct 2, 2025, subject to service and lock-up conditions.

Does Otworth plan any corporate actions or proposals?

The filing states he has no current plans or proposals related to actions listed in Schedule 13D Items 4(a)–(j).