Innoviva (NASDAQ: INVA) director gets RSUs and 10,000 stock options at $22.99

Rhea-AI Filing Summary

Innoviva, Inc. director Mark DiPaolo received new equity awards consisting of common stock and stock options. He was granted 9,786 shares of common stock as restricted stock units at no purchase price, increasing his direct holdings to 140,492 shares. He also received a non-statutory stock option for 10,000 shares of common stock at an exercise price of $22.99 per share, expiring in 2036.

According to the award terms, 100% of the RSUs and options will vest at the earlier of the next annual stockholder meeting or the one-year anniversary of the grant, subject to his continued service as an Outside Director. Vesting accelerates upon death, disability, or a qualifying change in control under the company’s 2026 Equity Incentive Plan.

Insights

Equity compensation analyst

Routine director equity grants add modest equity exposure for Mark DiPaolo.

Director Mark DiPaolo received 9,786 restricted stock units and 10,000 non-statutory stock options with a $22.99 exercise price. These are compensation-related awards, not open-market purchases or sales, so they mainly reflect standard board pay in equity form.

The RSUs and options cliff-vest at the earlier of the next annual meeting or one year from grant, contingent on continued service as an Outside Director. Accelerated vesting on death, disability, or a qualifying change in control aligns his incentives with long-term shareholder outcomes without indicating any immediate trading view.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider DiPaolo Mark

Role null

Type	Security	Shares	Price	Value
Grant/Award	Non-statutory Stock Option	10,000	$0.00	--
Grant/Award	Common Stock	9,786	$0.00	--

Holdings After Transaction: Non-statutory Stock Option — 10,000 shares (Direct, null); Common Stock — 140,492 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs granted: 9,786 shares Options granted: 10,000 options Option exercise price: $22.99 per share +2 more

5 metrics

RSUs granted 9,786 shares Restricted stock units granted on May 4, 2026

Options granted 10,000 options Non-statutory stock option granted on May 4, 2026

Option exercise price $22.99 per share Exercise price for the 10,000-share option

Shares after grant 140,492 shares Common stock directly held following RSU grant

Option expiration May 3, 2036 Expiration date of the non-statutory stock option

Key Terms

restricted stock units ("RSUs"), non-statutory stock options ("Options"), Outside Director, change in control, +1 more

5 terms

restricted stock units ("RSUs") financial

"The Reporting Person was granted restricted stock units ("RSUs") and non-statutory stock options"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

non-statutory stock options ("Options") financial

"was granted restricted stock units ("RSUs") and non-statutory stock options ("Options")"

Outside Director financial

"subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date"

change in control financial

"in the event of a "change in control" (as defined in the Issuer's 2026 Equity Incentive Plan)"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

2026 Equity Incentive Plan financial

"as defined in the Issuer's 2026 Equity Incentive Plan"

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

DiPaolo Mark

(Last) (First) (Middle)

1350 OLD BAYSHORE HIGHWAY, SUITE 400

(Street)

BURLINGAME CALIFORNIA 94010

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/04/2026		A		9,786(1)	A	$0	140,492	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
Non-statutory Stock Option	$22.99	05/04/2026		A		10,000		05/04/2027(1)	05/03/2036	Common Stock	10,000	$0	10,000	D

Explanation of Responses:

1. The Reporting Person was granted restricted stock units ("RSUs") and non-statutory stock options ("Options") upon the conclusion of the Issuer's 2026 annual meeting of stockholders. 100% of the RSUs and Options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date, with accelerated vesting upon the Reporting Person's death, disability, or in the event of a "change in control" (as defined in the Issuer's 2026 Equity Incentive Plan), provided that the Reporting Person has not experienced a termination prior to such "change in control," death or disability.

	/s/ Mark DiPaolo	05/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What equity awards did Innoviva (INVA) director Mark DiPaolo receive?

Mark DiPaolo received 9,786 restricted stock units and a non-statutory stock option for 10,000 shares of Innoviva common stock. The option has a $22.99 exercise price and expires in 2036, providing additional long-term equity-based compensation tied to company performance.

At what price can the new Innoviva (INVA) stock options be exercised?

The new non-statutory stock options granted to Mark DiPaolo are exercisable at $22.99 per share. They cover 10,000 shares of Innoviva common stock and expire in 2036, giving the director a long-dated opportunity to participate in potential share price appreciation.

How many Innoviva (INVA) shares does Mark DiPaolo hold after this Form 4?

After the grant of 9,786 restricted stock units, Mark DiPaolo directly holds 140,492 shares of Innoviva common stock. This figure reflects his ownership immediately following the reported transaction and excludes the 10,000 shares underlying the newly granted stock option.

When do Mark DiPaolo’s Innoviva (INVA) RSUs and options vest?

All of Mark DiPaolo’s 2026 Innoviva RSUs and options vest at the earlier of the next annual stockholder meeting or the one-year anniversary of grant. Vesting requires continuous service as an Outside Director, with accelerated vesting upon death, disability, or a qualifying change in control.

Are Mark DiPaolo’s Innoviva (INVA) equity awards part of a specific plan?

Yes. The restricted stock units and non-statutory stock options were granted under Innoviva’s 2026 Equity Incentive Plan. That plan defines terms such as change in control and governs vesting conditions, including acceleration upon death, disability, or a qualifying corporate transaction.