Innoviva (INVA) CAO has 2,460 shares withheld for equity tax

Rhea-AI Filing Summary

Innoviva, Inc. Chief Accounting Officer Marianne Zhen reported a routine tax-related share disposition. On February 20, 2026, 2,460 shares of common stock were withheld at $23.39 per share to cover income tax obligations tied to vesting of prior equity grants, leaving her with 45,877 directly owned shares.

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

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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^*

Zhen Marianne

(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 Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		F		2,460(1)	D	$23.39	45,877	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 shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

	/s/ Marianne Zhen	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Innoviva (INVA) report for Marianne Zhen?

Innoviva reported that Chief Accounting Officer Marianne Zhen had 2,460 shares of common stock withheld. These shares were used to cover income tax obligations from the quarterly vesting of previously granted employee equity awards, rather than being sold in an open-market transaction.

Was the Innoviva (INVA) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. The issuer withheld 2,460 shares to satisfy income tax obligations related to vesting equity grants, which is a common administrative mechanism for employee stock compensation.

How many Innoviva (INVA) shares were involved in Marianne Zhen’s tax withholding?

A total of 2,460 shares of Innoviva common stock were withheld to cover taxes. The transaction was coded “F”, indicating payment of tax liability by delivering securities, associated with the quarterly vesting of previously granted employee equity awards.

What is Marianne Zhen’s Innoviva (INVA) share ownership after the Form 4 transaction?

After the tax-withholding disposition, Marianne Zhen directly owns 45,877 shares of Innoviva common stock. This figure reflects her holdings following the issuer’s withholding of 2,460 shares to satisfy income tax obligations tied to vesting equity compensation.

What does transaction code “F” mean on the Innoviva (INVA) Form 4?

Transaction code “F” indicates shares were used to pay an exercise price or tax liability. In this filing, Innoviva withheld 2,460 shares from Marianne Zhen to satisfy income tax withholding obligations arising from the quarterly vesting of previously granted equity awards.

Who is the insider in the latest Innoviva (INVA) Form 4 and what is their role?

The insider is Marianne Zhen, who serves as Innoviva’s Chief Accounting Officer. The Form 4 reports a tax-withholding disposition of 2,460 shares of common stock connected to the vesting of her previously granted employee equity compensation awards.