SEC Filing | Innventure, Inc.

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SEC FORM 4SEC 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^*

Donnally James O

(Last)

(First)

(Middle)

6900 TAVISTOCK LAKES BLVD, SUITE 400

(Street)

ORLANDO

32827

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Innventure, Inc. [ INV ]
Foreign Trading Symbol

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	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)
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	09/30/2026		A		45,862⁽¹⁾	A	$0	64,099⁽²⁾	D
Common Stock	09/30/2026		G		45,862⁽³⁾	D	$0	18,237⁽²⁾	D
Common Stock	09/30/2026		G		45,862⁽³⁾	A	$0	1,600,363⁽²⁾	I	See footnote⁽³⁾
Common Stock								252,886	I	See footnote⁽⁴⁾
Common Stock								4,708,121	I	See footnote⁽⁵⁾

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. Fully vested common stock, par value $0.0001 per share (the "Common Stock"), of Innventure, Inc. (the "Issuer") received by the Reporting Person under the Second Amended and Restated Innventure, Inc. Non-Management Director Compensation Plan (the "Plan") resulting from the Reporting Person's election under the Plan, in lieu of the cash retainers that would have otherwise been paid to the Reporting Person pursuant to the Plan during the third calendar quarter of 2026.

2. On September 10, 2026, the Reporting Person filed a Form 4 reporting the forfeiture and cancellation of 2,227 shares of Common Stock held directly by the Reporting Person. Due to an administrative error, that Form 4 misstated the number of shares forfeited and the form of ownership. The forfeited shares consisted of 80,848 shares of Common Stock held by the James O. Donnally Revocable Trust (the "Donnally Trust"). The amounts of Common Stock reported herein as held directly by the Reporting Person and by the Donnally Trust reflect the correction of this error.

3. On September 30, 2026, the Reporting Person transferred 45,862 directly owned shares of Common Stock to the Donnally Trust. The Reporting Person has voting and investment power over the shares of Common Stock held by the Donnally Trust.

4. Represents shares of Common Stock held by Our-No Family Holdings LP ("Our-No Family Holdings"). The Reporting Person has voting and investment power over the Common Stock held by Our-No Family Holdings.

5. 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	10/02/2026
	** 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).
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