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[Form 4] Innoviva, Inc. Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Innoviva, Inc. reported that its Chief Financial Officer, Stephen Basso, received equity-based compensation awards. He was granted 37,994 time-vested restricted stock units of common stock and a non-statutory stock option for 93,750 shares at an exercise price of $22.99 per share.

These RSUs and options were conditionally granted under Innoviva's 2026 Equity Incentive Plan, subject to stockholder approval at the 2026 annual meeting on May 4, 2026. Twenty-five percent of each award vests on February 20, 2027, with the remaining portions vesting in twelve equal quarterly installments, assuming continued service.

The vesting schedule includes potential accelerated vesting in certain change in control and involuntary termination scenarios as defined in the 2026 Equity Incentive Plan. Following the RSU grant, Basso directly holds 88,007 shares of Innoviva common stock.

Positive

  • None.

Negative

  • None.
Insider Basso Stephen
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Non-statutory Stock Option 93,750 $0.00 --
Grant/Award Common Stock 37,994 $0.00 --
Holdings After Transaction: Non-statutory Stock Option — 93,750 shares (Direct, null); Common Stock — 88,007 shares (Direct, null)
Footnotes (1)
  1. The Reporting Person was conditionally granted time-vested restricted stock units ("RSUs") and non-statutory stock options ("Options"). The RSUs and Options were granted subject to stockholder approval of the Issuer's 2026 Equity Incentive Plan at the Issuer's 2026 annual meeting of stockholders on May 4, 2026, as disclosed in the Issuer's Schedule 14A filed with the Securities and Exchange Commission ("SEC") on March 24, 2026. Twenty-five percent of each of the RSUs and Options vest on February 20, 2027 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) with respect to the Options, in the event of a "change in control" (as defined in the Issuer's 2026 Equity Incentive Plan) in which the options are not assumed or replaced, provided that the Reporting Person has not experienced a termination prior to such "change in control," or (ii) with respect to the Options and the RSUs, in the event that the Reporting Person experiences an "involuntary termination" of employment within 24 months following a "change in control" where such awards are assumed or substituted, subject to an effective release of claims.
RSUs granted 37,994 shares Time-vested RSUs conditionally granted to CFO on May 4, 2026
Options granted 93,750 options Non-statutory stock options tied to Innoviva common stock
Option exercise price $22.99 per share Conversion or exercise price for non-statutory stock option
Options underlying shares 93,750 shares Underlying Innoviva common shares for the option award
CFO holdings after grant 88,007 shares Total Innoviva common shares directly held after RSU acquisition
Initial vesting date February 20, 2027 25% of RSUs and options vest on this date
Option expiration May 3, 2036 Expiration date of the non-statutory stock options
restricted stock units financial
"The Reporting Person was conditionally granted time-vested restricted stock units ("RSUs") and non-statutory stock options"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
non-statutory stock option financial
"The Reporting Person was conditionally granted time-vested restricted stock units ("RSUs") and non-statutory stock options ("Options")."
A non-statutory stock option is a company-granted right that lets a person buy shares later at a set price but does not receive special tax-favored treatment under tax law. It matters to investors because when the option is used the holder usually pays ordinary income tax on the gain and the company records compensation cost and issues new shares, which can reduce existing owners’ percentage ownership—think of it like a coupon to buy stock that creates a taxable event and some dilution.
2026 Equity Incentive Plan financial
"subject to stockholder approval of the Issuer's 2026 Equity Incentive Plan at the Issuer's 2026 annual meeting"
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.
involuntary termination financial
"in the event that the Reporting Person experiences an "involuntary termination" of employment within 24 months following a "change in control""
SEC Form 4
FORM 4UNITED 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*
Basso Stephen

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/04/2026A37,994(1)(2)A$088,007D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-statutory Stock Option$22.9905/04/2026A93,75002/20/2027(1)(2)05/03/2036Common Stock93,750$093,750D
Explanation of Responses:
1. The Reporting Person was conditionally granted time-vested restricted stock units ("RSUs") and non-statutory stock options ("Options"). The RSUs and Options were granted subject to stockholder approval of the Issuer's 2026 Equity Incentive Plan at the Issuer's 2026 annual meeting of stockholders on May 4, 2026, as disclosed in the Issuer's Schedule 14A filed with the Securities and Exchange Commission ("SEC") on March 24, 2026.
2. Twenty-five percent of each of the RSUs and Options vest on February 20, 2027 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) with respect to the Options, in the event of a "change in control" (as defined in the Issuer's 2026 Equity Incentive Plan) in which the options are not assumed or replaced, provided that the Reporting Person has not experienced a termination prior to such "change in control," or (ii) with respect to the Options and the RSUs, in the event that the Reporting Person experiences an "involuntary termination" of employment within 24 months following a "change in control" where such awards are assumed or substituted, subject to an effective release of claims.
/s/ Stephen Basso05/06/2026
** Signature of Reporting PersonDate
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)