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Innoviva (INVA) CEO receives new RSU and stock option grants

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

Rhea-AI Filing Summary

Innoviva, Inc. reported that Chief Executive Officer Pavel Raifeld was conditionally granted equity awards as part of his compensation. He received 126,646 time-vested restricted stock units representing Common Stock and 312,500 non-statutory stock options with a $22.99 exercise price, subject to stockholder approval of the 2026 Equity Incentive Plan 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 substantially equal quarterly installments, assuming continued service and certain change-in-control protections. Following the grant, he directly holds 285,936 shares of Common Stock and 312,500 options.

Positive

  • None.

Negative

  • None.
Insider Raifeld Pavel
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Non-statutory Stock Option 312,500 $0.00 --
Grant/Award Common Stock 126,646 $0.00 --
Holdings After Transaction: Non-statutory Stock Option — 312,500 shares (Direct, null); Common Stock — 285,936 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 126,646 RSUs Time-vested units granted to CEO Pavel Raifeld
Options granted 312,500 options Non-statutory stock options linked to Common Stock
Option exercise price $22.99/share Conversion or exercise price for new options
Common shares after grant 285,936 shares Total Common Stock directly held after RSU grant
Options after grant 312,500 options Total non-statutory stock options held after award
Initial vesting date February 20, 2027 25% of RSUs and options vest on this date
Option expiration May 3, 2036 Expiration date of non-statutory stock options
Quarterly vesting installments 12 installments Remaining awards vest every three months after initial vest
restricted stock units ("RSUs") financial
"The Reporting Person was conditionally granted time-vested 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
"time-vested restricted stock units ("RSUs") and non-statutory stock options ("Options")"
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.
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""
Form 4 Insider Transactions: What Each Field Means →
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*
Raifeld Pavel
(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
XOfficer (give title below)Other (specify below)
Chief Executive 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 Stock05/04/2026A126,646(1)(2)A$0285,936D
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$22.9905/04/2026A312,50002/20/2027(1)(2)05/03/2036Common Stock312,500$0312,500D
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/ Pavel Raifeld05/06/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Innoviva (INVA) grant to CEO Pavel Raifeld?

Innoviva conditionally granted CEO Pavel Raifeld 126,646 time-vested restricted stock units and 312,500 non-statutory stock options. These RSUs and options are part of his compensation package and are linked to Common Stock, with specific vesting schedules and conditions described in the disclosure.

What is the exercise price and term of Pavel Raifeld’s new Innoviva stock options?

The non-statutory stock options granted to Pavel Raifeld have an exercise price of $22.99 per share. They begin vesting on February 20, 2027 and expire on May 3, 2036, giving a long-dated incentive aligned with Innoviva’s future share performance.

How do the new Innoviva RSUs and options for Pavel Raifeld vest over time?

Twenty-five percent of both the RSUs and options vest on February 20, 2027. The remaining 75% vests in twelve substantially equal installments every three months thereafter, provided Raifeld continues serving Innoviva, creating a multi-year retention and performance-alignment structure.

Are Pavel Raifeld’s Innoviva equity awards subject to stockholder approval?

Yes. The RSUs and options were granted conditionally, subject to stockholder approval of Innoviva’s 2026 Equity Incentive Plan at the 2026 annual meeting on May 4, 2026. This links the awards’ effectiveness to shareholder authorization of the plan.

What happens to Pavel Raifeld’s Innoviva awards if there is a change in control?

The disclosure states that options may vest early if a change in control occurs and they are not assumed or replaced, assuming no prior termination. RSUs and options may also accelerate if he experiences an involuntary termination within 24 months after a qualifying change in control.

How many Innoviva shares does Pavel Raifeld hold after these grants?

After the reported grants, Pavel Raifeld directly holds 285,936 shares of Innoviva Common Stock and 312,500 non-statutory stock options. These holdings reflect his equity stake and potential future ownership tied to the company’s stock performance and vesting conditions.