Franklin Resources Cuts Innoviva Stake to 4.5% – 13G/A Filing

Franklin Resources, Inc. and its principals Charles B. Johnson and Rupert H. Johnson, Jr. filed Amendment No. 2 to Schedule 13G on 08/01/2025 covering Innoviva, Inc. (INVA) common stock as of 06/30/2025.

Rhea-AI Filing Summary

Franklin Resources, Inc. and its principals Charles B. Johnson and Rupert H. Johnson, Jr. filed Amendment No. 2 to Schedule 13G on 08/01/2025 covering Innoviva, Inc. (INVA) common stock as of 06/30/2025.

• Ownership: 2,827,918 shares beneficially owned, equal to 4.5 % of outstanding shares.
• Control: Sole voting power – 2,583,688 shares; sole dispositive power – 2,827,918 shares; no shared voting or dispositive power.
• Threshold change: Item 5 confirms ownership has fallen to “5 percent or less,” indicating the group is now below the 5 % reporting threshold.
• Reporting persons: Franklin Resources (DE), Charles B. Johnson, and Rupert H. Johnson, Jr.; all file as holding company/control persons (Type HC, CO/IN).
• Purpose: Securities are held in the ordinary course by investment‐management subsidiaries; the filing states no intent to influence control of Innoviva.

The amendment mainly updates share counts and affirms that the institutional investor’s aggregate stake has decreased to a non-activist, sub-5 % level.

Positive

• Continued institutional presence: Franklin Resources still controls 2.83 million INVA shares, offering an element of long-term support.

Negative

• Stake reduction below the 5 % threshold implies recent selling pressure and slightly diminished institutional endorsement.

Insights

Securities Analyst

TL;DR – Franklin Resources now owns 4.5 % of INVA; fall below 5 % signals modest trimming, impact limited.

The filing shows Franklin Resources cut its Innoviva position to 2.83 million shares. While still meaningful, dropping under the 5 % threshold suggests recent net sales and removes it from certain regulatory obligations (e.g., Form 13D). No activist language appears, so market impact should be modest. The change could incrementally widen INVA’s float but does not materially alter governance or capital structure.

Corporate Governance Specialist

TL;DR – Sub-5 % stake reduces disclosure duties; governance influence remains minimal.

Because Franklin now holds less than 5 %, it is no longer a beneficial owner of record significance under Section 13(d). The firm retains sole voting power over 2.58 million shares but has no shared powers, indicating a passive stance. There is no joint-filing ‘group’ intent, and certifications confirm the stake is not for control. From a governance perspective, board dynamics at Innoviva are unchanged.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What percentage of Innoviva (INVA) does Franklin Resources now own?

4.5 % of the company’s outstanding common stock.

How many Innoviva shares carry sole voting power by Franklin Resources?

The filing lists 2,583,688 shares with sole voting power.

Did Franklin Resources cross a reporting threshold in this filing?

Yes, Item 5 states ownership is now 5 % or less, down from previous levels.

Who signed the Schedule 13G/A on behalf of Franklin Resources?

Assistant Secretary Thomas C. Mandia signed on 08/01/2025.

Are there any shared voting or dispositive powers reported?

No. Shared voting and shared dispositive power are both reported as 0.

What is the event date that triggered this Schedule 13G amendment?

The relevant event date is 06/30/2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/05/2025 - 03:18 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

INNOVIVA, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

45781M101

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 45781M101

1

Names of Reporting Persons

Franklin Resources, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,583,688.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,827,918.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,827,918.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.5 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP No. 45781M101

1

Names of Reporting Persons

Charles B. Johnson

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 45781M101

1

Names of Reporting Persons

Rupert H. Johnson, Jr.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: INNOVIVA, INC.
(b)	Address of issuer's principal executive offices: 1350 Old Bayshore Highway Suite 400, Burlingame, CA 94010
Item 2.
(a)	Name of person filing: (i): Franklin Resources, Inc. (ii): Charles B. Johnson (iii): Rupert H. Johnson, Jr.
(b)	Address or principal business office or, if none, residence: (i), (ii), (iii): One Franklin Parkway San Mateo, CA 94403-1906
(c)	Citizenship: (i): Delaware (ii) and (iii): USA
(d)	Title of class of securities: Common Stock, par value $0.01 per share
(e)	CUSIP No.: 45781M101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 2,827,918
(b)	Percent of class: 4.5%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Franklin Resources, Inc.: 0 Charles B. Johnson: 0 Rupert H. Johnson, Jr.: 0 Putnam Investment Management, LLC: 2,501,787 The Putnam Advisory Company, LLC: 7,021 Franklin Advisers, Inc.: 51,729 Franklin Advisory Services, LLC: 3,956 Fiduciary Trust International, LLC: 19,185 Fiduciary Trust Company International: 10
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: Franklin Resources, Inc.: 0 Charles B. Johnson: 0 Rupert H. Johnson, Jr.: 0 Putnam Investment Management, LLC: 2,501,787 The Putnam Advisory Company, LLC: 250,163 Franklin Advisers, Inc.: 52,800 Franklin Advisory Services, LLC: 3,956 Fiduciary Trust International, LLC: 19,185 Fiduciary Trust Company International: 27
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Attached Exhibit C
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Franklin Resources, Inc.

Signature:	/s/Thomas C. Mandia
Name/Title:	Thomas C. Mandia, Assistant Secretary of Franklin Resources, Inc.
Date:	08/01/2025

Charles B. Johnson

Signature:	/s/Thomas C. Mandia
Name/Title:	Attorney in Fact for Charles B. Johnson pursuant to Power of Attorney attached to this Schedule 13G
Date:	08/01/2025

Rupert H. Johnson, Jr.

Signature:	/s/Thomas C. Mandia
Name/Title:	Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this Schedule 13G
Date:	08/01/2025

Comments accompanying signature: LIMITED POWER OF ATTORNEY FOR SECTION 13 AND 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Alison E. Baur, Thomas C. Mandia, Beth McAuley O'Malley, Thomas C. Merchant, Kimberly H. Novotny, Virginia E. Rosas and Navid J. Tofigh each acting individually, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: 1. prepare, execute, acknowledge, deliver and file Forms ID, Schedules 13D and 13G, and Forms 3, 4 and 5 (including any amendments thereto and any related documentation) with the United States Securities and Exchange Commission and any national securities exchanges relating to Franklin Resources, Inc. ("FRI") and/or any registered closed-end company to which an affiliate of FRI is an investment adviser (each, a "Reporting Entity"), as considered necessary or advisable under Regulation S-T and Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); and 2. seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the securities of any Reporting Entity from any person, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and 3. perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: 1. this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; 2. any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; 3. none of FRI, any Reporting Entity nor any of such attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and 4. this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation, the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney, and indemnifies each of the foregoing attorneys-in-fact against any loss of any nature whatsoever arising in connection therewith. This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 11th day of December, 2023. /s/CHARLES B. JOHNSON Signature Charles B. Johnson Print Name LIMITED POWER OF ATTORNEY FOR SECTION 13 AND 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Alison E. Baur, Thomas C. Mandia, Beth McAuley O'Malley, Thomas C. Merchant, Kimberly H. Novotny, Virginia E. Rosas and Navid J. Tofigh each acting individually, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: 1. prepare, execute, acknowledge, deliver and file Forms ID, Schedules 13D and 13G, and Forms 3, 4 and 5 (including any amendments thereto and any related documentation) with the United States Securities and Exchange Commission and any national securities exchanges relating to Franklin Resources, Inc. ("FRI") and/or any registered closed-end company to which an affiliate of FRI is an investment adviser (each, a "Reporting Entity"), as considered necessary or advisable under Regulation S-T and Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); and 2. seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the securities of any Reporting Entity from any person, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and 3. perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: 1. this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; 2. any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; 3. none of FRI, any Reporting Entity nor any of such attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and 4. this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation, the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney, and indemnifies each of the foregoing attorneys-in-fact against any loss of any nature whatsoever arising in connection therewith. This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 11th day of December, 2023. /s/RUPERT H. JOHNSON, JR. Signature Rupert H. Johnson, Jr. Print Name

Exhibit Information

Exhibit A: Joint Filing Agreement Exhibit B: Item 4 Ownership Exhibit C: Item 7 Identification and Classification of Subsidiaries Exhibit A: JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement and that such statement and all amendments to such statement are made on behalf of each of them. IN WITNESS WHEREOF, the undersigned have executed this agreement on the date of the signing of this filing. Franklin Resources, Inc. Charles B. Johnson Rupert H. Johnson, Jr. By: /s/THOMAS C. MANDIA Assistant Secretary of Franklin Resources, Inc. Attorney-in-Fact for Charles B. Johnson pursuant to Power of Attorney attached to this Schedule 13G Attorney-in-Fact for Rupert H. Johnson, Jr. pursuant to Power of attached to this Schedule 13G Exhibit B: Item 4 Ownership The securities reported herein are beneficially owned by one or more open or closed end investment companies or other managed accounts that are investment management clients of investment managers that are direct and indirect subsidiaries (each, an "Investment Management Subsidiary" and, collectively, the "Investment Management Subsidiaries") of Franklin Resources Inc. ("FRI"), including the Investment Management Subsidiaries listed in this Item 4. When an investment management contract (including a sub advisory agreement) delegates to an Investment Management Subsidiary investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats the Investment Management Subsidiary as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, each Investment Management Subsidiary reports on Schedule 13G that it has sole investment discretion and voting authority over the securities covered by any such investment management agreement, unless otherwise noted in this Item 4. As a result, for purposes of Rule 13d-3 under the Act, the Investment Management Subsidiaries listed in this Item 4 may be deemed to be the beneficial owners of the securities reported in this Schedule 13G. Beneficial ownership by Investment Management Subsidiaries and other FRI affiliates is being reported in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) (the "1998 Release") relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by each of FRI's affiliates whose ownership of securities is disaggregated from that of FRI in accordance with the 1998 Release ("FRI Disaggregated Affiliates") are exercised independently from FRI and from all other Investment Management Subsidiaries (FRI, its affiliates and the Investment Management Subsidiaries other than FRI Disaggregated Affiliates are collectively, "FRI Aggregated Affiliates"). Furthermore, internal policies and procedures of, on the one hand, FRI Disaggregated Affiliates, and, on the other hand, FRI establish informational barriers that prevent the flow among, on the one hand, FRI Disaggregated Affiliates (including preventing the flow between such entities), and, on the other hand, the FRI Aggregated Affiliates of information that relates to the voting and investment powers over the securities owned by their respective investment management clients. Consequently, FRI Disaggregated Affiliates report the securities over which they hold investment and voting power separately from the FRI Aggregated Affiliates for purposes of Section 13 of the Act. Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") may each own in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI (see FRI's Proxy Statement-Stock Ownership of Certain Beneficial Owners). FRI and the Principal Shareholders may be deemed to be, for purposes of Rule 13d-3 under the Act, the beneficial owners of securities held by persons and entities for whom or for which FRI subsidiaries provide investment management services. The number of shares that may be deemed to be beneficially owned and the percentage of the class of which such shares are a part are reported in Items 9 and 11 of the cover page for FRI. FRI, the Principal Shareholders and each of the Investment Management Subsidiaries disclaim any pecuniary interest in any of such securities. In addition, the filing of this Schedule 13G on behalf of the Principal Shareholders, FRI and the FRI Aggregated Affiliates, as applicable, should not be construed as an admission that any of them is, and each of them disclaims that it is, the beneficial owner, as defined in Rule 13d-3, of any of the securities reported in this Schedule 13G. FRI, the Principal Shareholders, and each of the Investment Management Subsidiaries believe that they are not a "group" within the meaning of Rule 13d-5 under the Act and that they are not otherwise required to attribute to each other the beneficial ownership of the securities held by any of them or by any persons or entities for whom or for which the Investment Management Subsidiaries provide investment management services. EXHIBIT C: Item 7 Identification and Classification of Subsidiaries Putnam Investment Management, LLC: Item 3 Classification: 3(e) The Putnam Advisory Company, LLC: Item 3 Classification: 3(e) Franklin Advisers, Inc.: Item 3 Classification: 3(e) Franklin Advisory Services, LLC: Item 3 Classification: 3(e) Fiduciary Trust International, LLC: Item 3 Classification: 3(e) Fiduciary Trust Company International: Item 3 Classification: 3(b)