Innoviva Insider Filing: 991 Shares Withheld for Taxes by Officer

Rhea-AI Filing Summary

Marianne Zhen, Chief Accounting Officer of Innoviva, Inc. (INVA), reported a disposition of company stock on 08/20/2025. The Form 4 shows 991 shares were disposed at a price of $19.95 per share, leaving 49,329 shares beneficially owned after the transaction. The filing explains the shares were withheld by the issuer to satisfy income tax withholding related to the quarterly vesting of previously granted employee equity awards.

Insights

Financial Analyst

TL;DR: Routine tax-withholding disposal of a small number of shares; not a market-moving event.

The disposition of 991 shares at $19.95 per share appears to be an administrative action to satisfy tax-withholding on vested compensation rather than an opportunistic sale. The filing documents the post-transaction beneficial ownership of 49,329 shares, which provides transparency on insider holdings. There is no indication of additional derivative activity or multiple transactions in this Form 4, so immediate balance-sheet or revenue implications are absent from this disclosure.

Corporate Governance Expert

TL;DR: Filing complies with Section 16 disclosure for an officer; explains withholding as the reason for disposition.

The Form 4 is properly signed and dated and includes an explicit explanation that shares were withheld by the issuer to meet income tax obligations from equity vesting. This satisfies common reporting requirements for insider compensation-related transactions and maintains public transparency regarding officer ownership levels. The transaction code and amounts are clearly stated, and no amendments or joint filers are indicated.

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)
08/20/2025

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	08/20/2025		F		991(1)	D	$19.95	49,329	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	08/22/2025
	** 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.

FAQ

What transaction did Marianne Zhen (INVA) report on the Form 4?

The filing reports a disposition of 991 shares of Innoviva common stock on 08/20/2025 at a price of $19.95 per share.

Why were the 991 shares disposed according to the Form 4?

The Form 4 states the shares were withheld by the issuer to satisfy income tax withholding obligations related to quarterly vesting of previously granted employee equity.

How many Innoviva shares does Marianne Zhen beneficially own after the reported transaction?

Following the reported transaction, Marianne Zhen beneficially owns 49,329 shares of Innoviva common stock.

Was this Form 4 filed jointly or by a single reporting person?

The Form indicates it was filed by one reporting person (the box for a single filer is checked).

Does the Form 4 show any derivative securities transactions for Marianne Zhen?

No. Table II for derivative securities contains no reported transactions in this filing.