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Innventure (NASDAQ: INV) executive chair granted 154,829 milestone shares

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

Rhea-AI Filing Summary

Otworth Michael reported acquisition or exercise transactions in this Form 4 filing.

Innventure, Inc. Executive Chairman Michael Otworth reported receiving a grant of 154,829 shares of common stock on April 17, 2026. The shares were awarded at no cash cost to him in connection with achieving a milestone under the company’s Business Combination Agreement.

After this equity award, Otworth directly holds 3,550,087 shares of Innventure common stock. The company notes that this Form 4 is being filed late due to an administrative error.

Positive

  • None.

Negative

  • None.
Insider Otworth Michael
Role Executive Chairman
Type Security Shares Price Value
Grant/Award Common Stock 154,829 $0.00 --
Holdings After Transaction: Common Stock — 3,550,087 shares (Direct, null)
Footnotes (1)
  1. This transaction is being reported late due to an administrative error. Received in connection with the achievement of a milestone pursuant to the Business Combination Agreement (as amended and supplemented or otherwise modified), dated as of October 24, 2023, by and among Innventure, Inc. (the "Issuer") (f/k/a Learn SPAC HoldCo, Inc.), Learn CW Investment Corporation, Innventure LLC, a wholly-owned subsidiary of the Issuer, LCW Merger Sub, Inc., and Innventure Merger Sub, LLC.
Equity grant 154,829 shares Common stock awarded on April 17, 2026
Post-transaction holdings 3,550,087 shares Common stock held directly after the grant
Grant price per share $0.0000 per share Indicates no cash paid for granted shares
Transaction date April 17, 2026 Date of common stock grant to Executive Chairman
Form 4 regulatory
"This Form 4 is being filed late due to an administrative error."
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
Business Combination Agreement regulatory
"Received in connection with the achievement of a milestone pursuant to the Business Combination Agreement"
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
Executive Chairman financial
"Executive Chairman Michael Otworth reported receiving a grant of 154,829 shares"
An executive chairman is the board leader who also takes an active role in running the company, combining oversight of the board with hands-on involvement in strategy and major decisions. For investors, this matters because it concentrates influence in one person—like a team captain who both sets the game plan and plays on the field—so their judgment can speed decisions but also increases governance and succession risk that can affect stock value.
common stock financial
"received a grant of 154,829 shares of common stock on April 17, 2026"
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
milestone financial
"Received in connection with the achievement of a milestone pursuant to the Business Combination Agreement"
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*
Otworth Michael
(Last)(First)(Middle)
6900 TAVISTOCK LAKES BLVD, SUITE 400
(Street)
ORLANDO FLORIDA 32827
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Innventure, Inc. [ INV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/17/2026		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 Stock04/17/2026(1)A154,829A(2)3,550,087D
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
Explanation of Responses:
1. This transaction is being reported late due to an administrative error.
2. Received in connection with the achievement of a milestone pursuant to the Business Combination Agreement (as amended and supplemented or otherwise modified), dated as of October 24, 2023, by and among Innventure, Inc. (the "Issuer") (f/k/a Learn SPAC HoldCo, Inc.), Learn CW Investment Corporation, Innventure LLC, a wholly-owned subsidiary of the Issuer, LCW Merger Sub, Inc., and Innventure Merger Sub, LLC.
Remarks:
/s/ Suzanne Niemeyer, Attorney-In-Fact05/01/2026
** 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 insider transaction did Innventure (INV) disclose for Michael Otworth?

Innventure disclosed that Executive Chairman Michael Otworth received a grant of 154,829 shares of common stock. The shares were awarded at no cash cost to him as part of an equity incentive tied to a milestone under the company’s Business Combination Agreement.

When did Michael Otworth receive the 154,829 Innventure (INV) shares?

Michael Otworth received the 154,829 Innventure common shares on April 17, 2026. The Form 4 notes this transaction date and explains that the filing itself was submitted late because of an administrative error, not because of any change in the underlying transaction.

Why were these Innventure (INV) shares granted to Michael Otworth?

The 154,829 Innventure shares were granted to Michael Otworth upon achievement of a milestone under the company’s Business Combination Agreement. That agreement, dated October 24, 2023, governs Innventure’s combination with Learn CW Investment Corporation and related merger subsidiaries.

How many Innventure (INV) shares does Michael Otworth hold after this grant?

Following the 154,829-share award, Michael Otworth directly holds 3,550,087 Innventure common shares. This post-transaction balance reflects his updated ownership position as reported in the Form 4 and helps investors gauge the scale of this equity grant relative to his total holdings.

Did Michael Otworth pay cash for the new Innventure (INV) shares?

No, Michael Otworth did not pay cash for these Innventure shares. The Form 4 lists the transaction price per share as $0.0000, indicating the 154,829 shares were received as a grant or award rather than through an open-market purchase or option exercise.