What agreement triggered James O. Donnally’s Innventure (INV) share awards?

The awards were received upon achieving a milestone under a Business Combination Agreement dated October 24, 2023, involving Innventure, Inc., Learn CW Investment Corporation, Innventure LLC, LCW Merger Sub, Inc., and Innventure Merger Sub, LLC.

Milestone stock grants boost Innventure (NASDAQ: INV) director holdings

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Donnally James O reported acquisition or exercise transactions in this Form 4 filing.

Innventure, Inc. director James O. Donnally reported two indirect stock awards of Common Stock dated April 17, 2026, each at $0.00 per share. One award covered 27,849 shares and another 80,848 shares, received upon achieving a milestone under a Business Combination Agreement.

Following these awards, one indirect holding totals 4,708,121 shares and another totals 1,607,619 shares. Footnotes explain that some shares are held through the James O. Donnally Revocable Trust, where he has voting and investment power, and others through the Glockner Family Venture Fund, where he has limited pecuniary interest and no investment authority. The filing notes the transactions were reported late due to an administrative error.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Donnally James O

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	80,848	$0.00	--
Grant/Award	Common Stock	27,849	$0.00	--

Holdings After Transaction: Common Stock — 1,607,619 shares (Indirect, See footnote)

Footnotes (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. Represents shares of Common Stock held by the James O. Donnally Revocable Trust, for which the Reporting Person has voting and investment power over the shares of Common Stock held by that trust. Represents shares of Common Stock held directly by the Glockner Family Venture Fund (the "Glockner Fund"). The Reporting Person is a 25% owner of the Glockner Fund and is a 25% owner and the Managing Member of Bellringer Consulting Group, LLC ("Bellringer"), the general partner of the Glockner Fund. The Reporting Person has no authority over the Glockner Fund's decision-making with respect to equity or debt investments in the Issuer and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any. The inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act of 1934.

Key Figures

Awarded shares 1: 27,849 shares Awarded shares 2: 80,848 shares Indirect holding A after transaction: 4,708,121 shares +3 more

6 metrics

Awarded shares 1 27,849 shares Common Stock grant on April 17, 2026 at $0.00 per share

Awarded shares 2 80,848 shares Common Stock grant on April 17, 2026 at $0.00 per share

Indirect holding A after transaction 4,708,121 shares Total indirect Common Stock holding following one April 17, 2026 award

Indirect holding B after transaction 1,607,619 shares Total indirect Common Stock holding following one April 17, 2026 award

Award price $0.00 per share Price per share for both Common Stock awards on April 17, 2026

Number of acquire transactions 2 transactions Both Form 4 entries coded A for grant/award acquisitions

Key Terms

Business Combination Agreement, Revocable Trust, pecuniary interest, beneficial ownership, +1 more

5 terms

Business Combination Agreement financial

"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.

Revocable Trust financial

"Represents shares of Common Stock held by the James O. Donnally Revocable Trust"

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

pecuniary interest financial

"disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein"

beneficial ownership financial

"shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Section 16 of the Exchange Act regulatory

"for purposes of Section 16 of the Exchange Act of 1934"

Form 4 Insider Transactions: What Each Field Means →

05/01/2026 - 07:01 PM

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

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^*

Donnally James O

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/17/2026⁽¹⁾		A		80,848	A	⁽²⁾	1,607,619	I	See footnote⁽³⁾
Common Stock	04/17/2026⁽¹⁾		A		27,849	A	⁽²⁾	4,708,121	I	See footnote⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

3. Represents shares of Common Stock held by the James O. Donnally Revocable Trust, for which the Reporting Person has voting and investment power over the shares of Common Stock held by that trust.

4. Represents shares of Common Stock held directly by the Glockner Family Venture Fund (the "Glockner Fund"). The Reporting Person is a 25% owner of the Glockner Fund and is a 25% owner and the Managing Member of Bellringer Consulting Group, LLC ("Bellringer"), the general partner of the Glockner Fund. The Reporting Person has no authority over the Glockner Fund's decision-making with respect to equity or debt investments in the Issuer and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any. The inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act of 1934.

Remarks:

	/s/ Suzanne Niemeyer, Attorney-In-Fact	05/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Innventure (INV) report for James O. Donnally?

Innventure reported that director James O. Donnally had two indirect stock awards on April 17, 2026, for 27,849 and 80,848 shares of Common Stock at $0.00 per share, tied to a milestone under a Business Combination Agreement.

How many Innventure (INV) shares does James O. Donnally indirectly hold after these awards?

After the April 17, 2026 awards, one indirect holding related to James O. Donnally totals 4,708,121 shares of Innventure Common Stock and another indirect holding totals 1,607,619 shares, reflecting his positions through associated entities.

Were the Innventure (INV) insider awards to James O. Donnally open-market purchases?

No. The Form 4 shows code A transactions, meaning grants or awards. Donnally’s two acquisitions of 27,849 and 80,848 Innventure shares were received at $0.00 per share, not bought in the open market, and are linked to a Business Combination Agreement milestone.

How are the Innventure (INV) shares held by entities associated with James O. Donnally?

Some Innventure shares are held by the James O. Donnally Revocable Trust, where he has voting and investment power. Other shares are held by the Glockner Family Venture Fund, where he has no investment authority and disclaims beneficial ownership beyond any pecuniary interest.

Why does the Innventure (INV) Form 4 mention an administrative error for James O. Donnally?

The Form 4 notes that the reported April 17, 2026 transactions were filed late due to an administrative error. This explains the timing of the disclosure rather than the nature of the underlying stock awards themselves.