STOCK TITAN

Innoviva (NASDAQ: INVA) director receives RSUs and 10,000 stock options

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

Rhea-AI Filing Summary

Innoviva, Inc. director Sarah J. Schlesinger received new equity compensation awards. She was granted 9,786 shares of common stock in the form of restricted stock units and a non-statutory stock option for 10,000 shares at an exercise price of $22.99 per share.

These grants were made following Innoviva’s 2026 annual meeting of stockholders and are compensation awards, not open-market purchases. All of the RSUs and options vest 100% at the earlier of the next annual stockholder meeting or the one-year anniversary of the grant, contingent on her continued service as an Outside Director, with accelerated vesting upon death, disability, or a qualifying change in control under the 2026 Equity Incentive Plan.

After these awards, she directly holds 140,492 shares of common stock and 10,000 options.

Positive

  • None.

Negative

  • None.
Insider Schlesinger Sarah J.
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)
  1. [object Object]
RSU grant 9,786 shares Restricted stock units granted to Outside Director at 2026 annual meeting
Option grant size 10,000 options Non-statutory stock options on common stock
Option exercise price $22.99/share Conversion or exercise price for non-statutory stock option
Shares after award 140,492 shares Total Innoviva common shares held directly after RSU grant
Option expiration May 3, 2036 Expiration date of non-statutory stock options
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 financial
"restricted stock units ("RSUs") and non-statutory stock options ("Options") upon the conclusion"
Non-statutory stock options are a type of reward that companies give to employees, allowing them to buy company shares at a set price within a certain period. Unlike formal or government-approved plans, these options are more flexible but may have different tax implications. For investors, they can influence a company's stock price and financial health, making them an important factor to consider.
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
""change in control" (as defined in the Issuer's 2026 Equity Incentive Plan)"
Outside Director financial
"subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date"
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*
Schlesinger Sarah J.

(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)
XDirector10% 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)
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 Stock05/04/2026A9,786(1)A$0140,492D
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$22.9905/04/2026A10,00005/04/2027(1)05/03/2036Common Stock10,000$010,000D
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/ Sarah Schlesinger05/06/2026
** 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)

FAQ

What equity awards did Innoviva (INVA) grant to director Sarah J. Schlesinger?

Innoviva granted Sarah J. Schlesinger 9,786 restricted stock units and a non-statutory stock option for 10,000 shares. The option has an exercise price of $22.99 per share and is part of her compensation as an Outside Director.

Are Sarah J. Schlesinger’s new Innoviva (INVA) awards open-market purchases?

No, the awards are compensation grants, not open-market purchases. She received restricted stock units and non-statutory stock options following Innoviva’s 2026 annual stockholder meeting as part of the company’s 2026 Equity Incentive Plan for Outside Directors.

When do Sarah J. Schlesinger’s Innoviva (INVA) RSUs and options vest?

All RSUs and options vest 100% 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.

What is the exercise price and term of Sarah J. Schlesinger’s Innoviva (INVA) options?

Her non-statutory stock options cover 10,000 shares of Innoviva common stock at an exercise price of $22.99 per share. These options are scheduled to expire on May 3, 2036, giving a long exercise window after vesting.

How many Innoviva (INVA) shares does Sarah J. Schlesinger hold after this Form 4?

Following these awards, she directly holds 140,492 shares of Innoviva common stock. She also holds options for 10,000 additional shares, which become exercisable after vesting under the conditions set in the 2026 Equity Incentive Plan.

What triggers accelerated vesting of Sarah J. Schlesinger’s Innoviva (INVA) equity awards?

Accelerated vesting occurs upon her death, disability, or a “change in control” as defined in Innoviva’s 2026 Equity Incentive Plan. This acceleration applies if she has not experienced a termination before such change in control, death, or disability.