INVA CFO files Form 4: 27,609 shares acquired; 50,890 owned

Rhea-AI Filing Summary

Innoviva, Inc. (INVA) reported an insider equity award. The company’s Chief Financial Officer filed a Form 4 showing acquisition of 27,609 shares of common stock on 11/03/2025 at $18.11 per share, bringing holdings to 50,890 shares directly.

The award is a time-vested RSU: 25% vests on November 20, 2026, with the remainder vesting in 12 substantially equal quarterly installments thereafter, subject to continued service. Vesting may accelerate upon a qualifying change in control or an involuntary termination within 24 months following such a change, as approved by the Board’s Compensation Committee.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Basso Stephen

(Last) (First) (Middle)

1350 OLD BAYSHORE HIGHWAY, SUITE 400

(Street)

BURLINGAME CA 94010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Innoviva, Inc. [ INVA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2025

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	11/03/2025		A		27,609	A	$18.11	50,890(1)	D

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. The Reporting Person was granted a time-vested restricted stock unit ("RSU"). Twenty-five percent of the shares subject to the RSU vest on November 20, 2026 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date, with accelerated vesting (i) in the event of a "change in control" (as defined in the Issuer's 2012 Equity Incentive Plan) in which the RSU is not assumed or replaced, or (ii) in the event that the Reporting Person experiences an "involuntary termination" of employment within 24 months following a "change in control," subject to an effective release of claims. The grant was approved by the Compensation Committee of the Board of Directors of the Company.

	/s/ Stephen Basso	11/05/2025
	** 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 did Innoviva (INVA) disclose in this filing?

The CFO reported acquiring 27,609 shares of common stock on 11/03/2025, reflecting a time-vested RSU grant.

What is the reported price for the acquired INVA shares?

The filing lists a price of $18.11 per share for the 27,609 acquired shares.

How many shares does the Innoviva CFO beneficially own after the transaction?

The filing shows 50,890 shares beneficially owned directly following the transaction.

What is the vesting schedule for the RSU grant at INVA?

25% vests on November 20, 2026, with the balance vesting in 12 substantially equal quarterly installments thereafter, subject to continued service.

Are there circumstances for accelerated vesting of the INVA RSUs?

Yes. Vesting may accelerate if a change in control occurs and the RSU is not assumed or replaced, or upon an involuntary termination within 24 months after a change in control.

Who approved the RSU grant at Innoviva?

The grant was approved by the Compensation Committee of the Board of Directors.

What role does the reporting person hold at INVA?

The reporting person serves as Chief Financial Officer.