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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-04-14 · 85 added, 958 removed, 125 unchanged (89% of the section changed)

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Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, including ensuring that such information is communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, as of December 31, 2025.

Based on this evaluation, the Company’s management, including our Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, including ensuring that such information is communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s management, including our Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud due to inherent limitations of internal controls.

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Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024.

Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective due to the previously reported material weaknesses described in Part I, Item 4.

Controls and Procedures of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.

The material weaknesses identified were as follows:

Remediation of Previously Identified Material Weaknesses

As previously disclosed in Part II, Item 9A, Controls and Procedures of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, management identified five material weaknesses in the Company’s internal control over financial reporting.

The material weaknesses previously identified were as follows:

• Innventure’s system of internal controls over financial reporting failed to prevent or detect material adjustments necessary to appropriately present certain complex and significant unusual transactions in accordance with GAAP due primarily to insufficient staffing of personnel possessing the appropriate accounting and financial reporting knowledge and experience to review and monitor third-party consultants;

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This included lack of segregation of duties and lack of review.

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2024, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Because of these material weaknesses, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures and internal control over financial reporting were not effective as of December 31, 2024.

In 2025, management implemented new controls to remediate the five material weaknesses.

These measures include:

• Hiring multiple, qualified accounting personnel to review and appropriately present the Company’s complex and significant unusual transactions in accordance with GAAP;

• Designing and implementing formal controls over its information technology processes (including improved internal and external resources), including with respect to user access and authentication;

• Establishing appropriate inventory controls and processes to track the costing and existence of inventory;

• Hiring multiple personnel and limiting access or reviewing actions pertaining to certain significant accounts so that proper segregation of duties in internal controls over financial reporting is achieved.

During the quarter ended December 31, 2025, we completed the testing and evaluation of the operating effectiveness of the controls and concluded that the previously reported material weaknesses have been remediated as of December 31, 2025.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting.

As discussed elsewhere in this Annual Report, we completed the Business Combination on October 2, 2024.

Prior to the Business Combination, Innventure, LLC.

was a privately held company and therefore its controls were not required to be designed or maintained in accordance with Exchange Act Rule 13a-15.

The design of public company internal controls over financial reporting for the Company following the Business Combination has required and will continue to require significant time and resources from our management and other personnel.

Furthermore, Learn SPAC HoldCo, Inc., the legal acquirer in the Business Combination, was a non-operating public shell company prior to the Business Combination, and as such the internal controls of Learn SPAC HoldCo, Inc.

no longer exist as of the assessment date.

As a result, management was unable, without incurring unreasonable effort or expense, to conduct an assessment of our internal control over financial reporting as of December 31, 2024.

Therefore, we are excluding management’s report on internal control over financial reporting pursuant to Section 215.02 of the SEC’s Compliance and Disclosure Interpretations.

In the future, management’s assessment of our internal control over financial reporting will include an evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies and our overall control environment.

In making this assessment, management will use the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control -- Integrated Framework Scope of the Controls Evaluation (2013 Framework).

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Our internal control over financial reporting is a process designed by, and under the supervision of the Chief Executive Officer and the Chief Financial Officer and effected by the Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025.

This evaluation was based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013).

Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

Attestation Report of the Registered Public Accounting Firm

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting for as long as we are an “emerging growth company” pursuant to the provisions of the JOBS Act.

Changes in Internal Control over Financial Reporting

Other than the steps taken to work towards the remediation of the material weaknesses identified above, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

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Not applicable.

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Directors, Executive Officers and Corporate Governance.

Our Board of Directors

Class I Directors

Gregory William (“Bill”) Haskell , 68, is Innventure’s CEO and a Class I director.

Haskell previously served as Chief Executive Officer and Manager of Innventure LLC from 2021 until 2024.

Prior to his time with Innventure LLC, he was a co-founder and President of both XL Vision and XL TechGroup (“XLTG”), which created the foundational business building methodology upon which Innventure is based, from 1993 to 1999 and 2001 to 2011, respectively.

Haskell has worked with the key principals of Innventure for over 20 years.

He has also served as a CEO of a London Stock Exchange-listed company and has been a director of over a dozen companies.

Most recently, Mr.

Haskell was a partner at Bellview Associates, a boutique investment bank focused on converting private companies into employee-owned enterprises from 2019 to 2021.

He has over 30 years of experience in company creation and development.

Haskell holds a B.S.

degree in engineering and conducted post-graduate work in applied mathematics at Iowa State University.

The Company believes Mr.

Haskell is qualified to serve as a member of the Board due to his significant corporate leadership experience and deep understanding of our business.

Hennessy , 67, is a Class I director and Learn CW’s director designee pursuant to the terms of the Business Combination Agreement.

Hennessy currently serves as Chairman and CEO of Hennessy Capital Investment Corp.

HVII) and Chairman and CEO of Hennessy Capital Investment Corp.

HCVI), a special purpose acquisition company, and as Chairman of the board of directors of Compass Digital Acquisition Corp.

CDAQ), a special purpose acquisition company.

Hennessy also founded Hennessy Capital Group LLC as an alternative investment firm in 2013 to focus on investments in the sustainable industrial technology and infrastructure sectors.

From October 2020 to December 2022, Mr.

Hennessy served as Chairman and CEO of Hennessy Capital Investment Corp.

V, a special purpose acquisition company.

Hennessy also served as Chairman & CEO of Hennessy Capital Acquisition Corp.

IV, a special purpose acquisition company, which, in December of 2020, completed its business combination with Canoo Holdings Ltd.

He also served as a member of the board of directors of Daseke, Inc.

DSKE), a North American trucking and logistics company, from 2017 to 2021.

Hennessy began his career in 1981 in the oil and gas lending group at Continental Illinois National Bank, now Bank of America, where he was a Banking Officer.

Hennessy has dedicated over 25 years to serving non-profit healthcare, higher education and conservation organizations, including board positions at the Lurie Children’s Hospital of Chicago, National MS Society, John G.

Shedd Aquarium, Georgetown University and Yellowstone Forever.

Hennessy has a B.A.

from Boston College and an MBA from the University of Michigan.

The Company believes that Mr.

Hennessy is well qualified to serve as a member of the Board due to his significant investment, strategic and leadership experience.

Michael Amalfitano , 64, is a Class I director of Innventure.

Amalfitano has served as the President and CEO of Embraer Executive Aircraft, Inc., an operating subsidiary of Embraer Aircraft Holdings and Embraer S.A., a global aircraft manufacturing and sales company (“Embraer”), since 2017.

Prior to joining Embraer, Mr.

Amalfitano served as Executive Vice President, Senior Managing Director of Business Aviation at Stonebriar Commercial Finance, a financing solution company, from 2015 to 2017.

Amalfitano also led as Managing Director, Executive Head of Global Corporate Aircraft Finance at Bank of America Merrill Lynch for over 22 years, following a decade-long tenure in sales management at GE Capital.

Amalfitano also currently serves as a director of Eve Holding, Inc., a publicly traded air mobility solutions company (NYSE:

He is also a member of the Board of Trustees at Embry-Riddle Aeronautical University (ERAU) and serves on their Finance and Investment Committees.

Amalfitano currently serves on the Finance, Investment, and Strategic Committees of the General Aviation Manufacturer’s Association, is a member of the Advisory Council and Leadership Council of the National Business Aviation Association, and serves on the board of the Corporate Angel Network, a non-profit company.

Past board positions include former four-term OEM President of the International Aircraft Dealers Association, Chairman of the Associate Members Advisory Council for the National Aircraft Resellers Association, and former two-term President of the National Aircraft Finance Association.

Amalfitano holds a B.A.

in Economics and a Master’s in Financial Management from Fairfield University in Fairfield, Connecticut.

The Company believes that Mr.

Amalfitano is well qualified to serve as a member of the Board due to his years of executive leadership and public company director experience.

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Class II Directors

David Yablunosky , 63, is Innventure’s CFO and a Class II director.

Yablunosky has served as CFO of Innventure LLC since 2023.

Previously, he was CFO of Embraer Aircraft Holding, Inc., the U.S.

subsidiary of the Brazilian aerospace and defense conglomerate Embraer, from 2022 to 2023;

CFO and a Board Member of Embraer Executive Aircraft, Inc., another subsidiary of Embraer, from 2021 to 2023;

and a Board Member of Embraer Defense and Security, Inc., another subsidiary of Embraer, from 2021 to 2023.

Prior to 2021, Mr.

Yablunosky served as the Director of Corporate Finance at Oxbow Carbon, LLC, a privately-held energy company.

He brings over 30 years of finance experience working for large MNCs such as Ford Motor Company, Ford Credit, Office Depot, Oxbow Carbon LLC, and Embraer.

Before his career in finance, Mr.

Yablunosky served nine years in the U.S.

Navy and worked in the Pentagon on General Colin Powell’s staff.

Yablunosky holds a B.S.

in Mathematics from the U.S.

Naval Academy and an MBA in Finance from the University of Maryland.

He also holds a graduate-level Certificate in Accounting from the Harvard University Extension School and has completed the Advanced Management Program at the Harvard Business School.

The Company believes Mr.

Yablunosky is qualified to serve as a member of the Board due to his expertise in finance and deep understanding of our business.

James (“Jim”) O.

Donnally , 60, is a Class II director of Innventure.

Donnally has served as a Manager of Innventure LLC since 2015 and as the Managing Member of Bellringer Consulting Group, LLC, a startup consulting company and the General Partner of the Glockner Family Venture Fund, LP, since 2023.

He previously served as the Vice President and CFO for Glockner Enterprises, whose family office investment thesis is around green technology manufacturing and was the original funding partner for Innventure, PureCycle and AeroFlexx, from 1996 to 2023.

Glockner Enterprises includes consumer and commercial finance divisions, wholesale lubricant and fuel divisions, several dealer-controlled used car finance operations, captive and independent insurance agencies and franchise automobile dealerships in Ohio and Kentucky.

Donnally is also highly involved in organizations and companies that are helping grow southeast Ohio communities and sits on numerous boards.

Donnally was the CFO for PureCycle, an innovative plastic waste processing company, from January 2017 to December 2020.

In his prior role as CFO at Glockner Enterprises, he managed the Information Technology, Human Resources, accounting and legal departments, giving him the ideal view of the inner workings of the enterprise – such as treasury and other asset management, lender and regulatory relations and employee benefit administration.

Prior to joining Glockner Enterprises in 1996, Mr.

Donnally was a Certified Public Accountant at Hayflich & Steinberg, where he performed for-profit audit, review, compilation and tax engagements for regional wholesale, retail, manufacturing and service concerns, specializing in consolidations.

Donnally received his bachelor’s in accounting with minors in economics, finance, philosophy, psychology and theater in 1991 from Marshall University.

The Company believes Mr.

Donnally is qualified to serve as a member of the Board due to his over 30 years of experience in finance, accounting and company development.

Bruce Brown , 66, is a Class II director of Innventure.

Brown retired from P&G in 2014 after 34 years of service, including six years with the company as Chief Technology Officer (“CTO”), where he was responsible for the company’s R&D Organization, and Innovation & Technology Programs.

Before his tenure as CTO, he worked with P&G in Europe & Asia driving international business expansions.

Brown currently serves on the board of Magnera Corporation, a global manufacturing company (NYSE:

MAGN), and has previously served on the board of Nokia Corporation, a Finnish telecommunications, information technology, and consumer electronics corporation (NYSE:

NOK), where, after 11 years and upon reaching the tenure limit, he concluded his term in 2023.

Formerly, Mr.

Brown was a director of Medpace Holdings, Inc.

MEDP) from 2016 to 2019.

Brown was appointed in 2011 by the Government of Singapore as a member of the board of directors of the Agency for Science, Technology, and Research (ASTAR), giving him experience on how to operate within and through government agencies across the globe.

Brown has also served on the board of directors of Xavier University in Cincinnati, Ohio.

Brown has a B.S.

in Chemical Engineering from the Polytechnic Institute of New York University, and an MBA in Marketing and Finance from Xavier University.

The Company believes that Mr.

Brown is well qualified to serve as a member of the Board due to his organizational leadership development and years of experience as a public company director.

Class III Directors

Michael (“Mike”) Otworth , 63, is Innventure’s Executive Chairman and a Class III director.

Otworth has served as Executive Chairman of Innventure LLC since 2015.

Otworth was the Founding CEO and Chairman of the Board of PureCycle, an innovative plastic waste processing company, from 2015 to 2022.

Otworth and team took PCT from an early-stage concept to an operational pilot and funded its first commercial plant, followed by a

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successful public offering in March of 2021.

Prior to Innventure, Mr.

Otworth served as President and Founding Partner of Green Ocean Innovation, a company that provided technology sourcing, innovation strategy, and development services to Lilly/Elanco Animal Health, from 2008 to 2015.

Otworth also served as Vice-President and Founding CEO of multiple start-ups at XLTG from 1996 to 2000.

Otworth began his career on Capitol Hill working as a legislative aide and committee staff member in the U.S.

House of Representatives.

The Company believes Mr.

Otworth is qualified to serve as a member of the Board due to his more than 25 years of experience leading start-ups in the technology industry, as well as his deep understanding of our business.

Suzanne Niemeyer , 54, is Innventure’s General Counsel and a Class III director.

She also serves as a director for Refinity Holdings, LLC.

Niemeyer previously served as the General Counsel and Corporate Secretary at Magis Capital Partners, a private equity company with a focus on fintech solutions from 2019 to 2024.

From 2003 to 2019, Ms.

Niemeyer served as General Counsel, Managing Director, Corporate Secretary and a member of the Acquisitions Committee at Actua Corporation, where she was previously the Vice President of Legal from 2000 to 2003.

While serving Actua, Ms.

Niemeyer structured and negotiated dozens of complex mergers and acquisitions (“M&A”) transactions, oversaw public company compliance with SEC regulations, and presided over all aspects of corporate governance, including stockholder engagement.

Prior to joining Actua, Ms.

Niemeyer was an Associate in the Corporate Department at Dechert LLP.

Niemeyer has previously served on the board of directors for Astea International Inc.

(June to December 2019), Acquirgy, Inc., Bryn Mawr Rehabilitation Hospital Foundation, and Investor Force Holdings.

Niemeyer has a B.A.

from Duke University, and a J.D.

from Georgetown University Law Center.

The Company believes that Ms.

Niemeyer is well qualified to serve as a member of the Board due to her legal acumen and her significant experience in corporate governance matters and advising publicly-traded companies.

Elizabeth Williams , 56, is a Class III director of Innventure.

Williams has served as Managing Partner and Founder of &Minds Partners, a consulting firm, since 2019 and is also a full time Finance faculty member at the University of Dayton’s Business School.

Before founding &Minds Partners, Ms.

Williams held roles of increasing responsibility, ultimately leading Corporate Development and Strategy functions as a C-Suite executive for several Fortune 500 industrial businesses.

Williams was formerly the Vice President of Commercial and Industrial Customer Journey and Products at Entergy Corporation, an publicly-traded energy company (NYSE:

ENT) from 2021 to 2022, where she helped large industrial processing businesses achieve sustainability goals through emission reduction solutions.

From 2017 to 2019, Ms.

Williams was the Senior Vice President of Strategy and Corporate Development at Tenneco Inc., where she focused on improving financial and capital markets performance by defining long-term strategy.

Williams served as the Vice President and Head of Corporate Strategy from 2014 to 2016 at Maersk, where she simultaneously helped capitalize on end of life oil fields, and reduced portfolio risk from oil price exposures.

From 2011 to 2014, she was the Senior Vice President and Head of Corporate Strategy at ABB, where she spearheaded the strategic planning, implementation, and execution of $20 billion in institutional investments over four years, including R&D allocation, selling, general, and administrative expenses, M&A, and capital expenditure initiatives.

Prior to 2011, Ms.

Williams served as the Director of Corporate Development at United Technologies.

Williams has a B.A.

in economics from Stanford University, and an MBA from the University of Chicago.

The Company believes that Ms.

Williams is well qualified to serve as a member of the Board due to her significant experience in corporate strategy and development.

Our Executive Officers

In addition to Mr.

Haskell, our CEO, Mr.

Yablunosky and our CFO, Mr.

Otworth, our Executive Chairman, our executive officers are:

John Scott , 74, is Innventure’s Chief Strategy Officer.

Scott has served as Chief Strategy Officer at Innventure LLC since 2015.

Prior to co-founding Innventure LLC, Dr.

Scott served as Founder and CEO of XLTG, where he developed the DownSelect method that Innventure uses today to vet disruptive technologies from top MNCs and their associated business opportunities, from 1993 to 2013.

Scott also served as an academic scientist at numerous universities and government labs, including the University of Maryland, the University of North Carolina and the University of Arizona, as well as the NASA Goddard Space Flight Center.

He earned his Ph.D.

in Physics and Astrophysics from the University of Arizona and has published over 60 academic papers.

Roland Austrup , 61, is Innventure’s Chief Growth Officer.

Roland has served as Innventure LLC’s Chief Growth Officer since June 2024 and as a member of Innventure LLC’s Executive Committee since 2023.

Prior to his change of title to Chief Growth Officer in June 2024, Mr.

Austrup had served as Head of Capital Markets since

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2023, and he also previously served as Innventure LLC’s CFO from 2021 to 2023.

Since 2019, Mr.

Austrup has served as Chairman & Managing Principal of WaveFront Global Asset Management Corp., a Toronto-based global hedge fund company he co-founded in 2003.

Austrup is also a co-founder and director of Envest Corp., a downstream energy company, and an Advisory Board member of both the Master of Quantitative Finance program at the University of Waterloo and First Tracks Capital, a Canadian private equity firm.

Prior to that, Roland was an Investment Advisor with BMO Nesbitt Burns Inc.

and began his career as a Commodities Broker with ScotiaMcLeod Inc.

where he was primarily involved with hedging commodity price risk for corporate clients.

Roland holds a B.A.

with Honours from the University of Western Ontario.

Board Composition

The business and affairs of Innventure are managed under the direction of our Board.

Our Board consists of nine directors.

Each director will continue to serve as a director until the election and qualification of his or her successor or until his or her earlier death, resignation or removal.

Subject to the rights of holders of any series of preferred stock outstanding, directors may be removed only for cause by an affirmative vote of at least two-thirds of the total voting power, at a meeting called for that purpose.

The authorized number of directors may be changed by resolution of our Board.

Vacancies on our Board can be filled by resolution of our Board.

Pursuant to our Certificate of Incorporation, our Board is divided into three classes, each serving staggered, three-year terms.

Only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms.

Our Board is designated as follows:

• our Class I directors are Gregory W.

Haskell, Daniel J.

Hennessy and Michael Amalfitano, and their terms will expire at this year’s Annual Meeting;

• our Class II directors are David Yablunosky, James O.

Donnally and Bruce Brown, and their terms will expire at the annual meeting of stockholders to be held in 2026;

• our Class III directors are Michael Otworth, Suzanne Niemeyer and Elizabeth Williams, and their terms expire at the annual meeting of stockholders to be held in 2027.

Any additional directorships resulting from an increase in the authorized number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our authorized number of directors.

Director Nominations

The Nominating and Corporate Governance (“N&CG”) Committee is responsible for identifying and reviewing the qualifications of potential director candidates and recommending to the Board those individuals for election to Innventure’s Board.

The N&CG Committee recommends directors who have the experience, qualifications, skills and attributes to guide the Company and function effectively.

The N&CG Committee is also responsible for making recommendations to the Board of the criteria to be used by the N&CG Committee in seeking nominees for election to the Board.

Agreements to Nominate Certain Directors

Hennessy is a director designated by Learn CW pursuant to the Business Combination Agreement.

Additionally, in connection with the Closing, the Company, certain of the members of Innventure LLC (the “Founding Investors”) and other parties entered into the Amended & Restated Investor Rights Agreement (the “Investor Rights Agreement” or “IRA”).

Pursuant to the Investor Rights Agreement, the Company agreed to grant the Founding Investors certain rights with respect to nomination of the directors of the Board, as further described below.

Pursuant to the Investor Rights Agreement, at each annual meeting or special meeting of stockholders of the Company at which directors are to be elected, the Founding Investors will have the right to nominate for election to the Board a number of nominees (“Founding Investor Nominees”).

The number of Founding Investor Nominees with respect to any meeting of stockholders at which directors are to be elected will be as follows:

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• up to seven (7) directors, so long as the Founding Investors beneficially own greater than 70% of the outstanding shares of Common Stock;

• up to six (6) directors, so long as the Founding Investors beneficially own more than 50%, but less than 70%, of the outstanding shares of Common Stock;

• up to four (4) directors, so long as the Founding Investors beneficially own at least 40%, but less than 50%, of the outstanding shares of Common Stock;

• up to three (3) directors, so long as the Founding Investors beneficially own at least 20%, but less than 40%, of the outstanding shares of Common Stock;

• up to two (2) director, so long as the Founding Investors beneficially own at least 5%, but less than 20%, of the outstanding common shares of the Company.

In the event that the size of the Board is increased or decreased to a number of authorized directors other than nine (9), the Founding Investors’ nomination rights will be proportionately increased or decreased, respectively, rounded up to the nearest whole number.

In the event that a vacancy is created on the Board by the death, disability, resignation or removal of a Founding Investor Nominee, the Founding Investors will be entitled to designate an individual to fill the vacancy.

The Founding Investors currently have the right to nominate for election to the Board four (4) Founding Investor Nominees.

Stockholder Nominations & Filling Vacancies

Pursuant to Section 2.14 of our Bylaws, a stockholder may make a nomination of a person or persons for election to the Board upon (a) Timely Notice (as defined by the Bylaws) in writing and in proper form to the Secretary of the Company, (b) providing the information, agreements, and questionnaires with respect to the nominating stockholder and the stockholder’s nominee as required by the Bylaws, and (c) providing any updates or supplements to such notices as further required by the Bylaws.

Pursuant to Article VI of our Certificate of Incorporation, subject to the rights, if any, of the holders of any series of Preferred stock and the rights of Learn CW and the Founding Investors under the Business Combination Agreement and the IRA, respectively, directors may be removed only for cause by an affirmative vote of at least two-thirds of the total voting power of all the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, at a meeting duly called for that purpose.

Subject to the rights, if any, of the holders of any series of Preferred stock and the rights of Learn CW and the Founding Investors under the Business Combination Agreement and the IRA, respectively, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board resulting from death, resignation, disqualification, removal, or other cause will be filled exclusively by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director, and not by the stockholders.

Any director so chosen will hold office until the next election of the class for which such director has been chosen, and until his successor is elected and qualified or until such director’s earlier death, resignation, retirement, disqualification, or removal.

No decrease in the number of directors constituting the Board may shorten the term of any incumbent director.

In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal of a director designated by the Founding Investors pursuant to the IRA, then the Founding Investors will be entitled to designate an individual to fill the vacancy.

The Company will take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the directors under Delaware law) to cause such replacement designee to become a member of the Board.

Additionally, for so long as Learn CW has the right to select one director to the Board, any vacancy with respect to the Learn CW director may only be filled by Learn CW.

Board Committees

During 2024, our Board had an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance (“N&CG”) Committee to support the full Board with various risk management governance, and strategic responsibilities.

The current members of these committees are described below.

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Committee Assignments

Donnally Brown Williams Hennessy Amalfitano Haskell* Yablunosky* Otworth* Niemeyer*

Compensation X

All standing committee members are independent.

*Not independent

Each member of our three standing committees is independent under applicable SEC and Nasdaq rules.

Therefore, Mr.

Yablunosky, Mr.

Otworth and Ms.

Niemeyer do not serve on any of our three standing committees.

The Board has determined that the members of the Audit Committee meet the requirements for independence of Audit Committee members under applicable SEC and Nasdaq rules.

All of the members of our Audit Committee also meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq.

In addition, each of Mr.

Donnally, Mr.

Hennessy and Ms.

Williams qualify as an “audit committee financial expert,” as such term is defined in Item 407 of Regulation S-K.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics (“Code of Conduct”) applicable to our directors, officers and employees, including our CEO, CFO and other executive and senior financial officers.

The Code of Conduct is available on our website at https://ir.innventure.com/corporate-governance/documents-charters.

Our Board is responsible for overseeing the Code of Conduct and must approve any amendments, waivers and exceptions to the Code of Conduct for executive officers and directors.

Our CFO and General Counsel must approve any amendments, waivers and exceptions to the Code of Conduct for our employees.

We intend to disclose future amendments to the Code of Conduct, or waivers of certain provisions as they relate to our directors and executive officers at the same information on our website is not intended to form a part of or be incorporated by reference into this Form 10-K.

Insider Trading and Anti-Hedging Policies and Procedures

We have adopted an insider trading policy (the “Insider Trading Policy”) and procedures applicable to directors, officers, employees, and other covered persons (including family members), and have implemented processes applicable to us, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and Nasdaq’s listing standards.

The Insider Trading Policy also (i) imposes prohibitions on hedging or monetization transactions, including financial instruments such as prepaid variable forwards, equity swaps, short sale instruments, puts, collars and exchange funds or through other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s securities, (ii) discourages pledging, hypothecating or otherwise using the Company’s securities as collateral for a loan or other form of indebtedness, including, without limitation, holding the Company’s securities in a margin account as collateral for a margin loan and (iii) discourages placing standing or limit orders on the Company’s securities.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K.

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Information about our executive officers is contained in the discussion entitled “Information about our Executive Officers” in Part I of this Form 10-K.

The remaining information called for by Item 10 will be included in the Proxy Statement in the sections entitled “Corporate Governance” and “Stock Ownership” and is incorporated herein by reference.

The Company has adopted an Insider Trading Compliance Policy that governs the purchase, sale, and/or other dispositions of our securities by directors, officers, and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and NASDAQ listing standards.

A copy of our Insider Trading Compliance Policy is filed as Exhibit 19.1 to this report.

Executive Compensation.

All dollar amounts (“$”) in this section reflect actual amounts.

As an emerging growth company and smaller reporting company, Innventure has opted to comply with the executive compensation disclosure rules applicable to “emerging growth companies” and “smaller reporting companies” as each such term is defined in the rules promulgated under the Securities Act, which, in general, require compensation disclosure for Innventure’s principal executive officer and its two other most highly compensated executive officers.

Innventure’s principal executive officer and its two other most highly compensated executive officers are referred to herein as our named executive officers (the “NEOs”).

(Bill) Haskell was Innventure’s principal executive officer for the entirety of 2024.

The two most highly compensated executive officers of Innventure that were serving in such capacity at the end of 2024 (other than Mr.

Haskell) were Mike Otworth and Dr.

Therefore, for the fiscal year ended December 31, 2024, Innventure’s NEOs were:

(Bill) Haskell, Chief Executive Officer and Manager;

• Mike Otworth, Executive Chairman;

John Scott, Chief Strategy Officer.

2024 Business Combination

On October 2, 2024, we consummated our Business Combination.

The information provided in this disclosure reflects both compensation from Innventure LLC (up until the date of the Business Combination, as applicable) and compensation from the Company (from the date of the Business Combination through the end of 2024).

Haskell and Otworth and Dr.

Scott are still serving as executive officers of Innventure following the consummation of the Business Combination.

2024 Summary Compensation Table

The following table provides information regarding the compensation of Innventure’s NEOs for 2024 and 2023, as applicable.

Name and Principal Position Fiscal

($)(3) Option

($)(4) Non-Equity

Incentive Plan

($) All Other

($)(5) Total ($)

(Bill) Haskell

2024 300,000 2,500,000 — — — 13,800 2,813,800

Chief Executive Officer

2023 300,000 180,000 — — — 12,000 492,000

2024 300,000 — 7,001,001 7,577,786 — — 14,878,787

Executive Chairman(6)

2023 300,000 180,000 — — — — 480,000

John Scott 2024

300,000 — 4,100,005 6,935,489 — — 11,335,494

Chief Strategy Officer(7) 2023

300,000 180,000 — — — — 480,000

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_______________

(1) The amount in this column for 2024 for Mr.

Haskell represents base salary earned during 2024.

Scott, the amount represents payments to Corporate Development Group LLC (a company 100% owned by Dr.

Scott) with respect to Dr.

Scott’s consulting services to Innventure during 2024.

Otworth, the amount in this column for 2024 represents payments to Sugar Grove Ventures, LLC (a company 100% owned by Mr.

Otworth) with respect to Mr.

Otworth’s consulting services to Innventure for 2024.

(2) The amount in this column for Mr.

Haskell in 2024 represents a transaction bonus earned in connection with the Business Combination.

(3) The amounts in this column reflect the aggregate grant date fair value of service-based restricted stock unit (“RSU”) awards granted by the Company to the NEOs in 2024 and, with respect to Mr.

Otworth, the amount includes the aggregate grant date fair value of the Accelsius Incentive Units (as defined below) granted by Accelsius to him in 2024, each calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718.

For information regarding the assumptions used in calculating the value of these awards, see Note 14 to the consolidated financial statements included in this Form 10-K.

For more information regarding the awards disclosed in this column, see “2024 Equity-Based Compensation” below.

The Refinity Incentive Units discussed in such section had an aggregate grant date fair value of $0.

(4) The amounts in this column reflect the aggregate grant date fair values of option awards and stock appreciation right awards (“SARs”) granted by the Company to the NEOs in 2024, each calculated in accordance with FASB ASC Topic 718.

For information regarding the assumptions used in calculating the value of these awards, see Note 14 to the consolidated financial statements included in this Form 10-K.

For more information regarding the awards disclosed in this column, see “2024 Equity-Based Compensation” below.

(5) The amount in this column represents matching contributions provided by Innventure under the 401(k) Plan (as defined and described below).

Otworth provided services to Innventure in a consulting capacity during 2024 through a contract between Innventure LLC and Sugar Grove Ventures, LLC.

Scott provided services to Innventure in a consulting capacity during 2024 through a contract between Innventure LLC and Corporate Development Group LLC, pursuant to which Dr.

Scott, the founder and principal of Corporate Development Group LLC, provided strategic guidance and consulting services to Innventure.

Narrative Disclosure to 2024 Summary Compensation Table

Key 2024 Named Executive Officer Compensation Components and Decisions

2024 Base Salary

Pursuant to the terms of their employment or consulting arrangements, as applicable, the NEOs were entitled to base salaries or service fees, as applicable, at the following annual rates during 2024:

2024 Base Salary/Service Fee Rate

Gregory Haskell

We did not modify the base salary or service fee rates of any of the NEOs during 2024.

However, we increased the base salary and service fee rates of the NEOs in January 2025.

2024 Bonus Compensation

Each of Messrs.

Haskell and Otworth and Dr.

Scott is eligible for a target 2024 annual bonus opportunity equal to $300,000 based on Innventure’s performance against certain goals established by the board of directors of Innventure, LLC.

The 2024 bonus goals and applicable weighting percentages are set forth in the table below.

2024 Bonus Goal Weighting Goal Achieved?

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Formation of a new (4th) operating company 25% Yes

Complete the Business Combination with more than $20 million of net proceeds 50% Yes

Meeting each of the following milestones (or a achieving a certain threshold share price):

• Formation of a new (4th) operating company

• $10 million of booked revenue for Accelsius

• $15 million of GAAP revenue for AeroFlexx

The 2024 bonuses were also subject to a stretch goal (formation of a new (5th) operating company), which would have resulted in an additional 50% payout.

In 2025, the Compensation Committee (and the Board with respect to Mr.

Haskell) determined that 85% of the 2024 bonus goals were achieved (as shown in the table above) and that the stretch goal was not achieved.

As such, the Committee (or Board, as applicable), determined that each NEO notionally earned a payout percentage of 85% of the target bonus, which corresponds to the following payout amounts:

$255,000 for Mr.

and $255,000 for Dr.

Payout of such amounts is generally contingent on the NEO’s continued service through the date of payment.

Such amounts are expected to be disclosed in a future Summary Compensation Table once payment is made and the applicable service requirements have lapsed.

Haskell also earned a cash bonus of $2,500,000 in connection with the successful consummation of the Business Combination in 2024.

2024 Equity-Based Compensation

In connection with the Business Combination, we adopted the Innventure, Inc.

2024 Equity and Incentive Compensation Plan (the “2024 Plan”).

The 2024 Plan allows for equity compensation awards to our directors, employees and certain other service providers.

In December 2024, the Compensation Committee approved equity incentive awards for the NEOs consisting of service-based RSUs and stock options under the 2024 Plan.

Awards for our NEOs were as follows:

Gregory Haskell

*The options set forth in the table above were granted with an exercise price of $12.20, the closing stock price on the date of grant.

In general, the Options and RSUs granted to Mr.

Otworth and Dr.

Scott vest on October 2, 2025, or, if earlier, on the same date that the lock-up set forth in the contractual lock-up agreement entered into by such individual on October 24, 2023 terminates pursuant to its terms, subject to each NEO’s continuous service until the applicable vesting date.

In December 2024, the Compensation Committee also approved a grant of 150,000 SARs (the “Accelsius SARs”) for each of Mr.

Otworth and Dr.

The Accelsius SARs each represent the right of the participant to receive a number of shares of Common Stock with a value equal to the appreciation in the value of a Class A Common Unit of Accelsius Holdings LLC over a base price of $12.175.

In general, the Accelsius SARs will be automatically exercised upon the earliest to occur of:

(i) the 24-month anniversary of the grant date, (ii) the participant’s death, or (iii) the participant’s “disability” (as defined in the applicable award agreement).

The Compensation Committee may, in its discretion, determine that the participant will receive cash instead of Common Stock.

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On December 11, 2024, Refinity Holdings granted 109,000 Class PI Units of Refinity Holdings (“Refinity Incentive Units”) to each of our NEOs pursuant to the Refinity Holdings PI Unit Incentive Plan.

The Refinity Incentive Units are intended to be “profits interests” for U.S.

federal income tax purposes, and holders of Refinity Incentive Units did not have any voting rights with respect to such Refinity Incentive Units except as required by law.

The Refinity Incentive Units entitle the holders thereof to participate in distributions of Refinity Holdings after certain members of Refinity Holdings have received the return of an amount specified with respect to the Refinity Incentive Unit award (the “Refinity Distribution Threshold”).

The Refinity Incentive Units generally vest over a three-year period, with 25% vesting on the one-year anniversary of the grant date and 9.375% vesting quarterly thereafter, subject to each NEO’s continued service to Refinity Holdings or one of its subsidiaries.

In March 2024, Accelsius granted 100,000 Class C Units of Accelsius (“Accelsius Incentive Units”) to Mr.

The Accelsius Incentive Units are intended to be “profits interests” for U.S.

federal income tax purposes, and holders of Accelsius Incentive Units do not have any voting rights with respect to such Accelsius Incentive Units except as required by law.

The Accelsius Incentive Units entitle the holders thereof to participate in distributions of Accelsius after certain members of Accelsius have received the return of an amount specified with respect to the Accelsius Incentive Unit award (the “Accelsius Distribution Threshold”).

Otworth’s Accelsius Incentive Units were granted with an Accelsius Distribution Threshold of $4.41.

The Accelsius Incentive Units generally vest over a three-year period, with 25% vesting on the grant date and 9.375% vesting quarterly beginning on the one-year anniversary of the grant date, subject to Mr.

Otworth’s continued service to Accelsius or one of its subsidiaries.

Policies and Practices Related to the Grant of Certain Equity Awards

The Compensation Committee approves equity awards granted to our named executive officers on or before the grant date, but grants are not currently made on a predetermined schedule.

The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of such awards.

The Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Number of securities underlying the award

Exercise price of the award ($/Sh)

Grant date fair value of the award

Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information

Gregory Haskell, CEO

Mike Otworth, Executive Chairman

$1,712,786 (0.88)%

John Scott, Chief Strategy Officer

$1,070,489 (0.88)%

Incentive Units Granted in Prior Years

Innventure LLC

In prior years, Innventure LLC granted Class C Units of Innventure LLC (“Innventure Incentive Units”) to certain service providers, including Mr.

Haskell, pursuant to the Fourth Amended and Restated Limited Liability

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Company Agreement of Innventure LLC, as subsequently amended or amended and restated from time to time (the “Innventure LLC Agreement”).

The Innventure Incentive Units were intended to be “profits interests” for U.S.

federal income tax purposes, and holders of Innventure Incentive Units did not have any voting rights with respect to such Innventure Incentive Units except as required by law.

The Innventure Incentive Units entitled the holders thereof to participate in distributions of Innventure LLC after certain members of Innventure LLC have received the return of an amount specified with respect to the Innventure Incentive Unit award (the “Innventure Distribution Threshold”).

At the time of the Business Combination, unvested Innventure Incentive Units held by the NEOs vested in full and were canceled and exchanged for shares of Common Stock.

At the time of the Business Combination, Mr.

Haskell held 430,000 Innventure Incentive Units with an Innventure Distribution Threshold of $2.2973.

At the time of the Business Combination, these Innventure Incentive Units were exchanged for shares of Common Stock.

In accordance with the applicable allocation schedule pursuant to the Business Combination Agreement, Mr.

Haskell received 705,655 shares of Common Stock with respect to his Innventure Incentive Units.

Innventure LLC did not grant Innventure Incentive Units to any of the NEOs in 2024.

In prior years, Accelsius granted Accelsius Incentive Units to certain service providers, including Mr.

Haskell and Dr.

Scott, pursuant to the Limited Liability Company Agreement of Accelsius.

At the time of the Business Combination, unvested Accelsius Incentive Units held by the NEOs remained outstanding in accordance with the terms of the award agreements pursuant to which such Accelsius Incentive Units were granted.

Employment and Consulting Arrangements with our NEOs

(Bill) Haskell :

Innventure LLC is party to an offer letter, dated January 5, 2021, with Mr.

Haskell (the “Haskell Letter”).

The Haskell Letter provides for, among other things, an initial base salary rate of $200,000 per year, and an opportunity for Mr.

Haskell to receive certain equity awards from Innventure LLC and new companies affiliated with Innventure LLC.

Haskell’s base salary in 2024 was $300,000 per year.

In January 2025, Mr.

Haskell’s base salary was increased again to $700,000 per year.

Mike Otworth :

Innventure LLC is party to a Contractor Agreement for Services, effective November 16, 2023, with Sugar Grove Ventures, LLC, an independent contractor (the “Otworth Service Agreement”).

Pursuant to the Otworth Service Agreement, Mr.

Otworth serves as the primary contact and responsible party in carrying out the services contemplated under the Otworth Service Agreement on behalf of Sugar Grove Ventures, LLC.

Pursuant to the Otworth Service Agreement, Sugar Grove Ventures, LLC provides consulting tasks as assigned in exchange for a monthly service fee of $25,000 and a target bonus equal to 100% of annual consulting fees.

In January 2025, Mr.

Otworth’s monthly service fee was increased to $37,500.

Innventure LLC is party to a Statement of Work, effective April 1, 2018, with Corporate Development Group LLC, an independent contractor (as amended, the “Scott Service Agreement”).

Pursuant to the Scott Service Agreement, Corporate Development Group LLC provides strategic guidance and consulting services to Innventure LLC for a monthly service fee of $25,000.

In January 2025, Dr.

Scott’s monthly service fee was increased to $37,500.

Outstanding Equity Awards at 2024 Fiscal Year-End

The following table and related footnotes set forth information about the outstanding equity awards held by the NEOs as of December 31, 2024.

Option Awards Stock Awards

Name Type of Award(1) Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($)

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(Bill) Haskell Refinity Units — — — — 109,000(4) 0

Mike Otworth INV Options — 262,295(2) 12.20 12/9/2034

Refinity Units 109,000(4) 0

Accelsius SARs — 150,000(3) 12.175 12/31/2026

Accelsius Units 75,000(6) 3,147,750(7)

John Scott INV Options — 163,934(2) 12.20 12/9/2034

Refinity Units 109,000(4) 0

Accelsius SARs — 150,000(3) 12.175 12/31/2026

Accelsius Units — — — — 9,375(8) 434,813(7)

_______________

(1) Type of Award:

Refinity Units – Refinity Incentive Units;

INV Options – stock options to purchase shares of Common Stock;

INV RSUs – restricted stock units settled in shares of Common Stock;

Accelsius SARs – awards granted by Innventure and settled in shares of Common Stock, the value of which is determined based on the increase in value of Class A Common Units of Accelsius;

Accelsius Units – Accelsius Incentive Units.

(2) In general, these stock options will vest on October 2, 2025, or, if earlier, on the same date that the lock-up set forth in the contractual lock-up agreement entered into by such individual on October 24, 2023 terminates pursuant to its terms, subject to each NEO’s continuous service until the applicable vesting date.

(3) In general, these Accelsius SARs will be automatically exercised upon the earliest to occur of:

(i) the 24-month anniversary of the grant date, (ii) the participant’s death, or (iii) the participant’s “disability” (as defined in the applicable award agreement).

(4) On December 11, 2024, Refinity Holdings granted to each NEO 109,000 Refinity Incentive Units, with a Refinity Distribution Threshold of $0.00.

Such Refinity Incentive Units will vest over a three-year period, with 25% vesting on the one-year anniversary of the grant date and 9.375% vesting quarterly thereafter.

(5) In general, these RSUs will vest on October 2, 2025, or, if earlier, on the same date that the lock-up set forth in the contractual lock-up agreement entered into by such individual on October 24, 2023 terminates pursuant to its terms, subject to each NEO’s continuous service until the applicable vesting date.

(6) On March 22, 2024, Accelsius granted to Mr.

Otworth 100,000 Accelsius Incentive Units, with an Accelsius Distribution Threshold of $4.41.In general, these Accelsius Incentive Units will vest over a three-year period, with 25% vesting on the grant date and 9.375% vesting quarterly beginning on the one-year anniversary of the grant date, subject to Mr.

Otworth’s continued service to Accelsius or one of its subsidiaries.

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(7) Because Accelsius was not publicly traded during 2024, these amounts represent the estimated market value of the unvested Accelsius Incentive Units held by each of the NEOs as of December 31, 2024, as more fully described above under the heading “2024 Equity-Based Compensation,” based on an external valuation dated as of December 31, 2024.

(8) On May 5, 2022, Accelsius granted to Dr.

Scott 100,000 Accelsius Incentive Units, with an Accelsius Distribution Threshold of $0.00.

Such Accelsius Incentive Units were 25% vested on the date of grant, and the remainder of the Accelsius Incentive Units vest in eight substantially equal quarterly installments beginning 12 months after the date of grant.

For a discussion of the treatment of the NEOs’ Incentive Units in the Business Combination, see “Incentive Units Granted in Prior Years” above.

Additional Narrative Disclosure

Tax Qualified Retirement Plan

Employees of Management Services, Accelsius and Refinity Holdings are eligible to participate in a tax-qualified retirement savings plan (the “401(k) Plan”), under which participating employees may contribute up to 99% of their eligible compensation into their 401(k) Plan accounts, subject to applicable limits under the U.S.

Internal Revenue Code.

Haskell participated in the 401(k) Plan in 2024.

Innventure did not offer a defined benefit pension plan or nonqualified deferred compensation plan for its NEOs during 2024.

Severance and Change in Control Compensation

Severance Under NEO Arrangements

None of the agreements or offer letters with the NEOs provide for severance compensation in the event of a termination of employment.

Innventure Equity Compensation

In general, RSUs, stock options and Accelsius SARs granted under the 2024 Plan are eligible to vest or are automatically exercised as follows in the event of certain termination and change in control scenarios.

If an NEO’s employment is terminated due to death or disability, the RSUs will vest in full.

If an NEO remains employed through the date of a “change in control” (as defined for purposes of the applicable equity awards) and a replacement award is not provided, the RSUs will vest in full.

If a replacement award is provided and, at any point within twelve months following a “change in control,” the employment of an NEO is terminated by the Company (or its successor) without “cause” or by the NEO for “good reason,” unvested RSUs held by the NEO will vest in full.

Stock Options.

If an NEO’s employment is terminated due to death or disability, the unvested portion of the option will vest in full upon termination.

If an NEO remains employed through the date of a “change in control” (as defined for purposes of the applicable equity awards) and a replacement award is not provided, the option will vest in full.

If a replacement award is provided and, at any point within two years following a “change in control,” the employment of an NEO is terminated by the Company (or its successor) without “cause” or by the NEO for “good reason,” the replacement award will vest in full.

Accelsius SARs.

The Accelsius SARs granted in December 2024 were fully vested upon grant and will be automatically exercised upon the earliest to occur of:

(i) the 24-month anniversary of the Date of Grant, (ii) the participant’s death, or (iii) the participant’s Disability.

Treatment of Incentive Units Upon a Termination of Employment or Engagement

With respect to Innventure Incentive Units (when they were outstanding) and Accelsius Incentive Units, if an NEO’s employment or engagement is (or was) terminated, then Innventure or Accelsius, as applicable, may repurchase (or could have repurchased) such NEO’s vested Incentive Units for the greater of the book value or fair

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market value (each as defined in the applicable award agreements pursuant to which Incentive Units were granted), except that if the termination is (or was) voluntary on the part of the NEO or by Innventure or Accelsius, as applicable, for cause (as defined in the applicable award agreements pursuant to which Incentive Units were granted), such vested Incentive Units may be repurchased (or could have been repurchased) for their fair market value.

As described above, Innventure Incentive Units held by the NEOs vested (to the extent unvested) at the time of the Business Combination and were cancelled in exchange for shares of Common Stock.

With respect to Refinity Incentive Units, if an NEO’s employment or service is terminated, then Refinity Holdings, LLC may redeem such NEO’s vested Refinity Incentive Units for their fair market value (as defined in the applicable award agreements pursuant to which Refinity Incentive Units are granted), except that if the termination is by Refinity Holdings, LLC for cause (as defined in the Refinity Holdings, LLC PI Unit Incentive Plan), such vested and unvested Refinity Incentive Units may be redeemed by Refinity Holdings, LLC for $0.

Treatment of Accelsius Incentive Units and Refinity Incentive Units upon a Change in Control

With respect to Accelsius Incentive Units and Refinity Incentive Units if Accelsius or Refinity Holdings, LLC, respectively, experiences a change in control (as defined in the applicable award agreement pursuant to which the Incentive Units were granted), 100% of such Accelsius Incentive Units or Refinity Incentive Units, as applicable, to the extent not yet vested, will vest.

Director Compensation

Bill Haskell, David Yablunosky, Mike Otworth, Suzanne Niemeyer, James Donnally, Bruce Brown, Elizabeth Williams, Daniel Hennessy, and Michael Amalfitano served on the Innventure board of directors during 2024.

Non-Management Director Compensation Policy

In 2024, our board of directors adopted the Innventure, Inc.

Non-Management Director Compensation Plan (the “Director Compensation Plan”).

The Director Compensation Plan is intended to allow us to attract and retain qualified individuals to serve on our board of directors and align their interests with those of our stockholders.

The Director Compensation Plan is generally administered by the Compensation Committee.

The Director Compensation Plan provides for the following cash retainers and equity awards under the 2024 Plan:

• Initial Equity Grant :

Each non-management director that became a member of our board as of October 2, 2024 (the Closing Date) and who was still serving on our board on the third business day following the effective date of the Director Compensation Plan received RSUs with a targeted value of $90,000 on such date, in respect of their service from the Closing and the date of the Company’s first annual meeting of stockholders.

Such RSUs will generally vest on the date of this year’s Annual Meeting, subject to each non-management director providing service on our board through such date.

• Quarterly cash retainer :

Each non-management director will receive an annual cash retainer fee of $80,000, paid in arrears on a quarterly basis.

The annual cash retainer fee will be prorated in the event that a non-management director serves on our board for a portion of any calendar quarter.

• Annual equity retainer :

On the date of each of our regularly scheduled annual meetings of stockholders, each non-management director will receive a grant of RSUs with a targeted value of $120,000, which will generally vest on the earlier of (i) the first anniversary of the grant date and (ii) the next annual meeting of stockholders that occurs following the grant date, subject to each non-management director providing service on our board on such vesting date.

If a non-management director is elected to our board other than in connection with an annual meeting of stockholders, such non-management director’s annual equity retainer will be prorated based on the number of days of service until the scheduled date of the next annual meeting of stockholders.

• Committee retainers :

Each non-management director who serves as the chairperson of a standing committee of our board will receive an annual cash retainer fee of $20,000, paid in arrears on a quarterly

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basis and prorated in the event that such non-management director serves in such position for a portion of any calendar quarter.

Each non-management director who serves as a member, but not a chairperson, of a committee of our board will receive an annual cash retainer fee of $10,000 for each committee, paid in arrears on a quarterly basis and prorated in the event that such non-management director serves in such position for a portion of any calendar quarter.

In addition to the compensation provided under the Director Compensation Plan, James Donnally was granted an award of 20,000 Accelsius SARs, as more fully described in footnote 2 to the 2024 Director Compensation Table below, in 2024.

The following table sets forth the total compensation received by our non-management directors in 2024.

Directors who were also executives of Innventure did not receive additional compensation in 2024 for their board service.

2024 Director Compensation

Fees earned or paid in cash ($)

Stock awards ($)(1)

Option awards ($)(2)

James Donnally

782,000 899,499

Elizabeth Williams

Daniel Hennessy

Michael Amalfitano

(1) Reflects the grant date fair value of the RSU awards, calculated in accordance with FASB ASC Topic 718.

For information regarding assumptions used in calculating these values, see Note 14 to the consolidated financial statements included in this Form 10-K.

As of December 31, 2024, the non-management directors held the following outstanding stock awards:

each of Messrs.

Donnally, Brown, Hennessy and Amalfitano and Ms.

Williams, 7,377 RSUs.

(2) Reflects the grant date fair value of the Accelsius SARs, calculated in accordance with FASB ASC Topic 718.

For information regarding assumptions used in calculating these values, see Note 14 to the consolidated financial statements included in this Form 10-K.

The Accelsius SARs were granted by Innventure and are settled in shares of Common Stock, the value of which is determined based on the increase in value of Class A Common Units of Accelsius over a base price of $12.175.

In general, these Accelsius SARs will be automatically exercised upon the earliest to occur of:

(i) the 24-month anniversary of the grant date, (ii) Mr.

Donnally’s death, or (iii) Mr.

Donnally’s “disability” (as defined in the applicable award agreement).

The Compensation Committee may, in its discretion, determine that Mr.

Donnally will receive cash instead of Common Stock.

As of December 31, 2024, Mr.

Donnally held 20,000 Accelsius SARs.

Donnally was granted these Accelsius SARs in respect of prior service.

The information called for by Item 11 will be included in the Proxy Statement in the section entitled “Executive and Director Compensation” and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information known to us regarding the beneficial ownership of our Common Stock as of April 8, 2025 (except as otherwise set forth below) by:

• each person known to us to be the beneficial owner of more than 5% of our Common Stock;

• each of our named executive officers and directors;

• all of our executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

Shares which an individual or group has a right to acquire within 60 days pursuant to the exercise or conversion of options, warrants or other similar convertible or derivative securities are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the

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purpose of computing the percentage ownership of any other person shown in the table.

Fractional shares have been rounded to the nearest whole share.

The following table is based on 47,106,300 shares of Common Stock outstanding as of April 8, 2025.

In addition, the beneficial ownership presented below does not include Company Earnout Shares that the holders of Innventure LLC’s outstanding equity and profits interests and warrants, other than the Class PCTA Units and the Class I Units (such holders, the “Innventure Members”), have the right to receive upon (i) Accelsius having entered into binding contracts providing for revenue for the Company (as defined in the Business Combination Agreement) within 7 years following the Closing (the “Vesting Period”) in excess of $15,000 in revenue (“Milestone One”) or (ii) AeroFlexx having received in excess of $15,000 revenue within the Vesting Period (“Milestone Three”).

Unless otherwise indicated by footnote, (i) the Company believes that all persons named in the table below have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them and (ii) the address of each person is c/o Innventure Inc., 6900 Tavistock Lakes Blvd, Suite 400 Orlando, FL 32827.

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership Percentage of Outstanding Shares

Directors and Named Executive Officers:

Roland Austrup.........................................................

812,482 1.72 %

Donnally (1) .................................................

3,958,520 8.40 %

Haskell..................................................

705,655 1.50 %

Michael Otworth (2) ....................................................

2,730,350 5.77 %

John Scott (3) ..............................................................

1,884,150 3.97 %

David Yablunosky...................................................

Suzanne Niemeyer...................................................

Bruce Brown............................................................

Elizabeth Williams...................................................

Hennessy...................................................

1,170,262 2.48 %

Michael Amalfitano.................................................

All Directors and Executive Officers as a Group (11 Individuals) .......................................................

11,599,059 24.35 %

Five Percent Holders

WE-INN LLC (4) ........................................................

8,697,656 18.46 %

Ascent X Innventure TC, A Series of Ascent X Innventure, LP (5) .......................................................

4,828,850 10.25 %

CastleKnight Master Fund LP (6) ...............................

3,953,354 8.39 %

Glockner Family Venture Fund, LP (7) ......................

3,779,154 7.53 %

* less than 1%

(1) Consists of (i) 1,405,664 shares of Common Stock held by the James O.

Donnally Revocable Trust over which Mr.

Donnally has sole voting and investment power and (ii) 2,552,856 shares of Common Stock that may be deemed to be beneficially owned by Mr.

Donnally, which shares are held by certain trusts, including (a) 132,753 shares held by the Barbara G.

Glockner Trust, for the benefit of Joseph C.

(b) 132,753 shares held by the Barbara G.

Glockner Trust, for the benefit of Michael P.

Glockner Trust, for the benefit of Timothy E.

(d) 700,822 shares held by the Joseph C.

Glockner Revocable Trust;

(e) 700,822 shares held by Michael P.

Glockner Revocable Trust;

(f) 700,822 shares held by the Timothy E.

Glockner Revocable Trust;

(g) 3,715 shares held by the Andrew M.

Glockner Revocable Trust;

and (h) 48,416 shares held by the Barbara G.

Glockner Revocable Trust, each of which has three trustees, Timothy Glockner, James Donnally, and Theresa Laxton, Mr.

Donnally’s spouse, with shared voting power.

Timothy Glockner has a life estate interest in the Barbara G.

Glockner Trust fbo Timothy E.

The beneficiaries of the Barbara G.

Glockner Trust fbo Timothy E.

Glockner are the issue of Timothy Glockner.

The beneficiaries of the Barbara G.

Glockner Trust fbo Joseph C.

Glockner are the issue of Joseph C.

The beneficiaries of the Barbara G.

Glockner Trust fbo Michael P.

Glockner are the issue of Michael P.

Otworth holds 2,552,625 shares of Common Stock and 114,161 shares of Series C Preferred Stock.

As of April 8, 2025, if the registration statement (the “Series C Preferred Stock Resale Registration Statement”) were effective, these shares of Series C Preferred Stock would be convertible into 177,725 shares of Common Stock.

Because the conversion price of the Series C Preferred Stock is determined based on the greater of a fixed amount and the 10-trading day volume-weighted average Nasdaq official closing price of the Common Stock, the number of shares of Common Stock into which the shares are convertible will fluctuate.

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Scott holds 1,531,795 shares of Common Stock and 226,334 shares of Series C Preferred Stock.

As of April 8, 2025, if the Series C Preferred Stock Resale Registration Statement were effective, these shares of Series C Preferred Stock would be convertible into 352,355 shares of Common Stock.

(4) Greg Wasson has voting and investment power over the securities held by WE-INN LLC.

(5) Ascent X Innventure TC, A Series of Ascent X Innventure, LP is a limited partnership (“Ascent”).

Voting and investment power over the shares held by Ascent is exercised by Jonathan Loeffler and Mark Pomeroy Jr.

The address for Ascent is 5956 Sherry Lane, 20th Floor, Dallas, Texas 75225.

(6) Based on information provided by CastleKnight Master Fund LP in a Schedule 13G ﬁled with the SEC on November 15, 2024.

Per such Schedule 13G, CastleKnight Master Fund LP has shared voting power over all of such shares and shared dispositive power of all of such shares.

The principal business address of CastleKnight Master Fund LP is Maples Corporate Services Limited, P.O.

Box 309, Ugland House, Grand Cayman KY1-1104 Cayman Islands.

(7) The Glockner Family Venture Fund, LP holds 711,717 shares of Common Stock and 1,970,353 shares of Series C Preferred Stock.

As of April 8, 2025, if the Series C Preferred Stock Resale Registration Statement were effective, these shares of Series C Preferred Stock would be convertible into 3,067,437 shares of Common Stock.

Securities Authorized for Issuance Under Equity Compensation Plans

Equity Compensation Plan Information

Plan Category Number of securities

to be issued upon

exercise of outstanding

options, warrants and

(a) Weighted-average

exercise price of

options, warrants

and rights(2)

(b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(3)(c)

Equity compensation plans approved by security holders 3,878,195 $ 12.20 7,144,699

Equity compensation plans not approved by security holders — — —

TOTAL 3,878,195 $ 12.20 7,144,699

Reflects options, restricted stock units and Accelsius SARs outstanding under the Innventure, Inc.

2024 Equity and Incentive Compensation Plan (the “2024 Plan”).

Each Accelsius SAR represents the right of the holder to receive a number of shares of Common Stock with a value equal to the appreciation in the value of a Class A Common Unit of Accelsius Holdings LLC over a base price of $12.175 (such appreciation in value, the “spread”).

We calculated the number of shares of Common Stock covered by the Accelsius SARs for purposes of this column (a) by determining the aggregate spread and dividing it by the fair market value of a share of Common Stock all as of December 31, 2024.

The weighted-average exercise price relates to outstanding stock options only.

The Company’s restricted stock unit awards have no exercise price.

The Accelsius SARs have a base price of $12.175, but such base price relates to Class A Common Units of Accelsius, not shares of Common Stock, and is already accounted for in the calculation of the number of shares of Common Stock covered by the Accelsius SARs included in column (a) as described in footnote 1 (and for the foregoing reasons is not reflected in this column (b)).

As of December 31, 2024, consists of the shares available for future issuance under the 2024 Plan, all of which may be issued for awards other than options, warrants or rights (such as restricted stock).

In general, the aggregate share limit under the 2024 Plan will be automatically increased on the first day of each fiscal year, until 2034, by an amount equal to the lesser of (a) 3% of the shares of the Company’s common stock outstanding on the last day of the immediately preceding fiscal year and (b) such smaller number of shares as determined by the Board of Directors of the Company.

The Equity Compensation Plan Information table required pursuant to Item 201(d) of Regulation S-K will be set forth in the Proxy Statement and is incorporated herein by reference.

The information required by Item 403 of Regulation S-K regarding security ownership of certain beneficial owners and management will be set forth under “Stock Ownership” in the 2026 Proxy Statement and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

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Unless otherwise indicated, all dollar amounts (“$”) in this section are expressed in thousands, except share and per share amounts.

The following is a description of each transaction since January 1, 2023 and each currently proposed transaction in which Innventure LLC, Innventure or the Innventure Companies has been or is to be a participant and:

• the amount involved exceeded or exceeds $120;

• any of such company’s directors, executive officers, or holders of more than 5% of its capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.

Transactions with AeroFlexx, Accelsius, Innventus ESG Fund I, L.P., and Innventure1, LLC

Management Services

Pursuant to a Management Services Agreement dated August 17, 2018, among Management Services, a wholly owned subsidiary of Innventure LLC, Innventure GP and the ESG Fund, Innventure earns management fees for providing administrative, finance and accounting services and other back-office functions for the ESG Fund.

For the years ended December 31, 2024 and 2023, the ESG Fund paid $800 and $800, respectively, for these management services.

As of December 31, 2024 and 2023, the ESG Fund owed to Management Services approximately $600 and $0, respectively.

Additionally, pursuant to the ESG Fund’s Amended and Restated Limited Partnership Agreement, the ESG Fund may offset the management services fees owed to Innventure GP and Management Services by the amount in which the ESG Fund’s expenses exceed $800, for a total of $0 and $0 of costs reimbursed in the fiscal years ended December 31, 2024 and 2023, respectively.

Option Agreement

On March 12, 2021, Innventure LLC entered into a purchase option agreement with the ESG Fund (then known as Innventus Fund I, L.P.), pursuant to which the ESG Fund agreed to forfeit previously issued warrants to purchase Class B-1 preferred units of Innventure LLC in exchange for the grant of an irrevocable option to purchase (i) 145,161 shares of common stock, par value $0.001 per share, of PCT at an exercise price of $1.00 per share, if the option was exercised after the consummation of certain business combination transactions involving PCT held by Innventure LLC (the “Option Shares”) or (ii) 13,798 Class A units of PCT at an exercise price of $1.00 per Class A Unit, if the option was exercised prior to the consummation of certain business combination transactions involving PCT, held by Innventure LLC.

The Option Shares are subject to a contractual lock-up agreement that Innventure LLC entered into in connection with PCT’s business combination transactions and may only be delivered to the ESG Fund upon the periodic expiration of such lock-up restrictions.

The option was exercised in full on March 16, 2022 for 145,161 shares of PCT’s common stock and, to date, approximately half of the Option Shares have been delivered to ESG Fund, with the remainder to be delivered once such shares are released from contractual lock-up obligations.

During the fiscal year ended December 31, 2023, Innventure LLC loaned AeroFlexx $2,600 through a series of informal intercompany loans.

During the fiscal year ended December 31, 2024, Innventure informally loaned AeroFlexx an additional $4,400.

The loans were expected to be repaid in full by June 2024 and bear no interest and, instead, were included in the AeroFlexx Loan Agreement (as defined and described below).

On July 1, 2024, AeroFlexx, as Borrower, AeroFlexx Packaging Company LLC, as Guarantor (“AeroFlexx Packaging”), and Innventure LLC, as Lender, entered into a Loan Agreement (the “AeroFlexx Loan Agreement”).

Under the terms of the AeroFlexx Loan Agreement, Innventure LLC agreed to lend to AeroFlexx up to $2,400 from time to time until the Maturity Date (as defined in the AeroFlexx Loan Agreement).

Additionally, the aggregate principal amount of $7,600 that Innventure LLC previously loaned to AeroFlexx for working capital pursuant to interest-free loans that had not previously been formally documented is included as an amount outstanding under the

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AeroFlexx Loan Agreement and subject to the terms of the AeroFlexx Loan Agreement.

The aggregate principal amount of the Term Loans (as defined in the AeroFlexx Loan Agreement) shall not exceed $10,000.

The Term Loans covered by the AeroFlexx Loan Agreement will be guaranteed by AeroFlexx Packaging and will incur interest at the annual applicable federal rate published by the Internal Revenue Service (the “IRS”) and adjusted quarterly, such interest rate to be increased by 2.0% upon the occurrence of an Event of Default (as defined in the AeroFlexx Loan Agreement).

After any repayment of all or any portion of the Term Loans, the Term Loans may be re-borrowed.

AeroFlexx will have the option to prepay all or any portion of the Term Loans upon the written consent of Innventure LLC and the Term Loans will be accelerated and must be prepaid upon the occurrence of an Event of Default.

At Innventure LLC’s option, the Term Loans and any unpaid accrued interest and any fees and expenses owed by AeroFlexx may be converted into Next Equity Securities (as defined in the AeroFlexx Loan Agreement).

As part of the AeroFlexx Loan Agreement, AeroFlexx did not raise equity financing up to the target amount by January 1, 2025.

Therefore, on January 2, 2025, $ 7,250 of outstanding principal of the then-outstanding Term Loans and unpaid accrued interest thereon (as calculated per the AeroFlexx Loan Agreement) was subject to mandatory conversion.

Using the price per unit of $ 6.83 , the Company obtained 1,060,747 AeroFlexx Class D preferred units through the mandatory conversion.

Based on the increase of AeroFlexx Class D preferred units, Innventure’s updated ownership percentage in AeroFlexx is 38 %.

The proceeds of the Term Loans will be used by AeroFlexx for general business purposes, including to fund AeroFlexx’s working capital needs.

The AeroFlexx Loan Agreement contains customary representations, warranties and covenants, including covenants restricting AeroFlexx’s ability to encumber assets and AeroFlexx’s ability to merge or consolidate with another entity.

Since the date of the AeroFlexx Loan Agreement, the largest amount of principal outstanding $10,000 and no interest or principal has been paid on the Term Loans, and as of March 31, 2025 the current amount outstanding is $10,307 following the conversion of $7,300 on January 2, 2025 and the inclusion of the $4,400 informal loan under the AeroFlexx Loan Agreement.

Subsequent to the date on which the $10,000 cap on the AeroFlexx Loan Agreement was achieved, Innventure has also informally loaned an additional $4,155 to AeroFlexx.

On March 30, 2023, Innventure LLC entered into a loan and security agreement with Accelsius.

Under the loan and security agreement, Innventure LLC agreed to loan, from time to time, up to $6,000 in term loans to Accelsius, with a minimum loan of $10 per term loan.

On December 13, 2023, the loan and security agreement was amended to increase the aggregate amount available to be loaned to Accelsius to $12,000.

On April 10, 2024, the loan and security agreement was amended to allow for all or any portion of the term loans to be re-borrowed.

On July 1, 2024, the loan and security agreement was amended to remove the requirement that interest under the term loans be paid in kind.

Outstanding principal amounts accrue interest at the annual applicable federal rate published by the IRS and are adjusted quarterly.

In lieu of repayment in cash, at its option, Innventure may convert the outstanding principal amount of the term loans and any unpaid accrued interest, fees and expenses into equity securities of Accelsius issued in a bona fide equity financing for investment purposes.

To date, Accelsius has borrowed $17,075 in the aggregate, of which $5,075 of principal has been repaid and $84 of interest has been repaid.

As of December 31, 2024, approximately $12,408 was outstanding under the loan and security agreement, including $408 of accrued interest.

In addition, to date, Innventure LLC has informally loaned Accelsius $1,200.

As described elsewhere in this report, all intercompany transactions and balances have been eliminated in consolidation, including those related to this loan and security agreement with Accelsius.

During the fiscal year ended December 31, 2024, Innventure LLC informally loaned Refinity Holdings $530.

On December 21, 2023, Mike Otworth, Innventure LLC’s Executive Chairman, loaned the Company approximately $1,000 for working capital purposes.

The Company issued a note payable representing that loan in the amount of $1,000 during the year ended December 31, 2023, which is included in notes payable to related parties in the consolidated balance sheets as of December 31, 2023.

The related party note had no stated interest and no stated maturity date at issuance.

In May 2024, the Company executed an unsecured promissory note (the “Otworth Promissory Note”) which provides that the indebtedness has no stated interest and matures on December 21, 2024.

Per the executed agreement, on the maturity date, the Company is required to repay the outstanding principal amount of the related party note and a loan fee equal to $63.

If the Company failed to pay any amount due under the related party note on the maturity date thereof, interest will accrue on the amount outstanding at a rate of eight percent (8%) per annum from the maturity date.

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On March 20, 2025, Mike Otworth agreed to deem as repaid in full and otherwise terminated all loans and other obligations of Innventure LLC to Mike Otworth under the Otworth Promissory Note and any loan documentation executed in connection with the Otworth Promissory Note in exchange for (i) Mike Otworth’s receipt in cash of $180 and (ii) the issuance to Mike Otworth of 114,161 shares of Series C Preferred Stock on March 24, 2025.

Transactions Involving Innventure1

From time to time, Innventure1 LLC (“Innventure1”) pays expenses on behalf of Innventure LLC pursuant to a related party note, with settlement of such amounts to be agreed upon by management of each of Innventure1 and Innventure LLC.

On October 31, 2023, Innventure LLC entered into a debt conversion agreement with Innventure1.

During the year ended December 31, 2023, and pursuant to the terms of the debt conversion agreement, the Company extinguished the related party note with Innventure1 and converted this note in the amount of $500 into 52,010 Class B Preferred Units based on the Class B Preferred Unit issuance price of $9.6992 per unit.

The nature of this indebtedness is primarily expenses paid on the Company’s behalf and settlement was agreed upon by the management of the two related parties.

The indebtedness has no stated interest and no maturity date.

ESG Fund Obligations

On May 24, 2023, Innventure LLC and WE-INN paid to the ESG Fund its capital call obligation of approximately $100.

Class B-1 Unit Purchase Agreement

On August 25, 2023, Innventure LLC entered into a unit purchase agreement with each of John Scott and Michael Otworth (each a “Purchaser” and together the “Purchasers”), who are each members of Innventure1.

Under the terms of the unit purchase agreements, Innventure LLC agreed to issue the Purchasers 171,498 and 260,787 Class B-1 Preferred Units, respectively, upon the release of Dr.

Scott and Mr.

Otworth’s contractual restrictions under lock-up agreements entered into between Dr.

Scott and Mr.

Otworth and PCT.

The Purchasers agreed to purchase such Class B-1 Preferred Units at a price of $9.6992 per unit (based on a weighted average of the closing price on the Nasdaq of PCT’s common stock during the 30-day period ending on the date on which the exchange closed, multiplied by 0.8) in exchange for contributing certain shares of PCT’s common stock to Innventure LLC, with the aggregate purchase price of the Class B-1 Preferred Units totaling approximately $1,700 and $2,500, respectively.

Following discussions to place the Purchasers in, as closely as possible, the same economic position following the Business Combination, the parties terminated this arrangement in connection with the Closing.

Intercompany Advancement of Expenses

In the normal course of business, Innventure LLC has made advances for certain expenses on behalf of AeroFlexx, Accelsius, the ESG Fund and Refinity.

These advances are typically made on a month-to-month basis, meaning that they are incurred one month and repaid the following month.

As of December 31, 2024, $246 of the respective advances have been fully reimbursed, and the remainder is added to the respective letter-of-credit outstanding balance or otherwise remains outstanding.

The following table details the aggregate amount advanced to each company (in excess of $120) per year since 2023:

Company Name Fiscal Year Ended

Accelsius ..........................................................................

AeroFlexx ........................................................................

ESG Fund .......................................................................

Refinity $ 539 *

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* Less than $120

Loan and Security Agreements

On February 9, 2023, AeroFlexx Packaging and Auto Now Acceptance Co., LLC (“Auto Now”) entered into a Loan Agreement (the “Loan Agreement”).

Under the terms of the Loan Agreement, Auto Now agreed to lend to AeroFlexx Packaging, on a revolving basis, up to $4,000 at one time.

AeroFlexx Packaging may borrow, repay and reborrow funds from the date of the Loan Agreement until January 31, 2024 (the “Commitment Period”).

The Commitment Period may be renewed up to four times, each for one calendar year period, beginning on January 3 of each year, and was renewed in 2024.

Loans made pursuant to the Loan Agreement will be guaranteed by AeroFlexx and will incur interest at variable interest rates based on the prime rate, as published by The Wall Street Journal, plus 5.0% (such rates not to exceed 12% per annum).

The loans made pursuant to the Loan Agreement will be made upon Auto Now’s receipt of executed promissory notes and security instruments satisfactory to Auto Now and upon Auto Now’s satisfaction that certain collateral securing AeroFlexx Packaging’s indebtedness is sufficient.

Upon AeroFlexx Packaging’s request, one or more promissory notes evidencing loans under the Loan Agreement may be converted to term loans, solely at the discretion of Auto Now.

Such terms loans will proportionately decrease the availability of funds under the Loan Agreement.

The proceeds of the loans will be used to purchase liquid filing equipment as part of AeroFlexx Packaging’s liquid packaging operations.

As of December 31, 2024, approximately $2,700 was outstanding under the Loan Agreement.

Since the date of the Loan Agreement, no principal has been paid, $500 of interest has been paid, and the largest amount of principal outstanding was $2,800.

Additionally, on February 9, 2023, AeroFlexx Packaging and Auto Now entered into a Security Agreement (the “Security Agreement”) pursuant to which AeroFlexx Packaging granted to Auto Now a security interest in AeroFlexx Packaging’s liquid filling equipment (the “Collateral”).

The Security Agreement secures (i) all indebtedness owed under the Loan Agreement and future advances and promissory notes made pursuant to the Loan Agreement, (ii) all expenditures by AeroFlexx Packaging incurred for taxes, insurance and repairs to and maintenance for the Collateral and (iii) all liabilities of AeroFlexx Packaging to Auto Now presently existing or incurred in the future, whether they are matured or unmatured, direct or contingent, and any renewals, extensions and substitutions of those liabilities.

On March 20, 2025, Auto Now agreed to deem as repaid in full and otherwise terminated all loans and other obligations of AeroFlexx Packaging to Auto Now under the Loan Agreement and any loan documentation executed in connection with the Loan Agreement in exchange for the issuance to Glockner Family Venture Fund, LP of 578,294 shares of Series C Preferred Stock on March 24, 2025.

James Donnally, a member of the Board, also serves as a director of Auto Now Acceptance Company, the parent company of Auto Now.

Convertible Notes

On August 18, 2022, pursuant to a note purchase agreement (the “Series I Note Purchase Agreement”), by and among Accelsius, the ESG Fund and the other parties thereto, Accelsius issued a convertible promissory note to the ESG Fund in an aggregate principal amount of $4,000 (the “Accelsius Convertible Notes”).

The Accelsius Convertible Notes accrue interest at a rate of 8% per year and are convertible into equity securities of Accelsius issued in a bona fide equity offering for investment purposes at a conversion price equal to the lesser of 80% of the per unit price paid by the investors purchasing such equity in the such offering or (b) the quotient of $200,000 divided by the aggregate number of outstanding Class A Units and Accelsius Incentive Units as of immediately prior to the initial closing of such equity securities.

The Accelsius Convertible Notes mature on the earlier of August 18, 2025 or the date on which a change of control transaction (as defined in the Accelsius Convertible Notes) is consummated.

The total amount of interest accrued and due to the ESG Fund in the fiscal year ended December 31, 2023 was approximately $500.

As of December 31, 2024, the total amount of interest accrued and due to the ESG Fund in 2024 was $0.

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On June 2, 2023, the Series I Note Purchase Agreement was amended and restated to permit Accelsius to issue and sell additional Accelsius Convertible Notes to such persons or entities (including to the ESG Fund if the ESG Fund desires to acquire additional Accelsius Convertible Notes) as determined by Accelsius, until the earlier of (i) such time as the aggregate amount of principal indebtedness evidenced by all of the Accelsius Convertible Notes issued and sold pursuant to the note purchase agreement equals a total of $6,000 or (ii) July 31, 2023.

In March 2024, the Accelsius Convertible Notes were converted into 693,480 Accelsius Series A units at a conversion price of $9.74 per unit.

Since the date of the Accelsius Convertible Notes, the largest aggregate amount of principal amount outstanding was approximately $6,000.

Class A Series 2 Units

On February 1, 2023, the ESG Fund purchased 23,712 Class A Series 2 Units of Accelsius for aggregate proceeds of approximately $100.

Other Related Party Transactions

Investor Rights Agreement

Pursuant to the terms of the Business Combination Agreement, at the Closing, Innventure and Founding Investors entered into the Investor Rights Agreement.

See the section entitled “ Director Nominations—Agreements to Nominate Certain Directors ” in Item 10 for more information.

Lock-Up Agreements

In connection with the entry into the Business Combination Agreement, certain members of Innventure LLC (the “MSA Lock-Up Parties”) entered into a Member Support Agreement with Learn CW, Innventure, and Holdco pursuant to which the MSA Lock-Up Parties agreed to, among other things, be subject to a 180-day lock-up period following the Closing with respect to any shares of Common Stock received as consideration in the Business Combination.

On April 1, 2025, the restrictions pursuant to the lock-up under the Member Support Agreement lapsed with respect to the shares of Common Stock held by the MSA Lock-Up Parties.

Pursuant to Innventure’s A&R Certificate of Incorporation, the holders of shares of Common Stock issued as consideration (including any Earnout Shares, as defined in the Business Combination Agreement) to former holders of membership interests, warrants or other equity interests of Innventure LLC were prohibited from transferring any such shares of Common Stock until the end of the period beginning on the date of the Closing and ending on the date of the opening of the first trading window at least 180 days after the Closing.

On April 1, 2025, the restrictions pursuant to the lock-up under the A&R Certificate of Incorporation lapsed with respect to the shares of Common Stock held by the former holders of membership interests, warrants, or other equity interests of Innventure LLC.

In connection with the entry into the Business Combination Agreement, certain insiders of Innventure entered into lock-up agreements, pursuant to which such persons have agreed to restrictions on the transfer of their shares of Common Stock, subject to certain exceptions, for a period ending upon the earlier of (A) the expiration of one year after the Closing and (B) subsequent to the Closing, (i) if the closing price of Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (ii) the date which Innventure completes a merger, liquidation, stock exchange, reorganization or other similar transaction after the Closing that results in all of the public stockholders of Innventure having the right to exchange their shares of Common Stock for cash securities or other property.

In connection with Learn CW’s initial public offering, Learn CW entered into a Letter Agreement (the “2021 Letter Agreement”), dated October 7, 2021, among Learn CW and its officers, directors, director nominees and the Sponsor, pursuant to which the Sponsor and certain Insiders (as defined therein) agreed not to transfer certain Class B ordinary shares of Learn CW, par value $0.0001 per share (the “Founder Shares”), outstanding prior to the consummation of Learn CW’s initial public offering until the earlier of (A) one year after the completion of the Business Combination and (B) the date following the completion of the Business Combination on which Learn CW completes a liquidation, merger, share exchange or other similar transaction that results in all of Learn CW’s shareholders having the right to exchange their Learn CW Class A ordinary shares, par value $0.0001 per share (the

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“Ordinary Shares”), for cash, securities or other property.

The Founder Shares and the Ordinary Shares were each converted into shares of Common Stock at the Closing.

Pursuant to the terms of the 2021 Letter Agreement, and notwithstanding the foregoing, if, subsequent to the Closing, the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the shares of Common Stock held by the parties to the 2021 Letter Agreement or their permitted transferees will be released from lock-up.

Employee Family Relationship

Colin Scott (the son of Dr.

John Scott, our Chief Strategy Officer) is an employee of Innventure and serves on the Accelsius board of directors.

Colin Scott earned $325 and $216 for the years ended December 31, 2024 and 2023, respectively.

Aircraft Time Sharing Agreements

On May 6, 2024, Innventure LLC entered into aircraft time sharing agreements with entities affiliated with Michael Otworth and John Scott, each of whom owns a partial interest in a private airplane, whereby they, as partial owners of the plane, would be reimbursed for its use by Innventure LLC and its employees and directors.

Such reimbursements are only to be granted for Innventure LLC business use.

The aircraft time sharing agreements each have an initial term of one year and automatically renew for one month terms until terminated by either party.

Each agreement may be terminated by either party with 30 days’ prior written notice.

In 2024, Innventure LLC made reimbursements to each of Mr.

Otworth and Dr.

Scott in the amounts of $142 and $122, respectively.

Otworth was the Executive Chairman of Innventure LLC and is now Innventure’s Executive Chairman.

Scott was the Chief Strategy Officer of Innventure LLC and is now Innventure’s Chief Strategy Officer.

Bridge Financing

On August 20, 2024, pursuant to an unsecured promissory note (the “Glockner Bridge Note”), Innventure LLC borrowed $10,000 from Glockner Family Venture Fund, LP (the “Glockner Lender”), a Florida limited partnership affiliated with Glockner Enterprises, as bridge financing until the Closing of the Transactions.

The outstanding principal amount and loan fee were due upon the later of October 15, 2024 or the first business day following Closing.

The Glockner Bridge Note carries a loan fee of $1,000 and does not bear interest except during an event of default.

Pursuant to the Glockner Bridge Note, advances under the note shall be made in multiple installments as follows:

(i) $3,000 on August 20, 2024 (and was received on August 20, 2024), (ii) $3,000 on August 27, 2024 (and was received on August 27, 2024) and (iii) $4,000 on September 3, 2024 (and was received on September 3, 2024).

Amounts that are borrowed and repaid may not be re-borrowed.

Glockner Enterprises is affiliated with persons or entities that collectively own greater than 10% of Innventure’s Class B-1 Preferred Units.

James Donnally was a director of Innventure LLC and is now a director of Innventure, is the Managing Member of Bellringer Consulting Group, LLC, the General Partner of the Glockner Lender, is an equity holder of the Glockner Lender, and previously served as the Vice President and Chief Financial Officer of Glockner Enterprises from 1996 to 2023.

Donnally currently has no authority over the Glockner Lender’s decision-making with respect to equity or debt investments in Innventure.

On August 22, 2024, pursuant to an unsecured promissory note (the “Scott Bridge Note”), Innventure LLC borrowed $2,000 from Dr.

John Scott, Innventure’s Chief Strategy Officer.

Interest will accrue on the Scott Bridge Note at a rate of eleven and half percent (11.5%) per annum plus, in the case of an event of default, an additional two percent (2%) per annum, amounts will be advanced under the Scott Bridge Note upon written request and, otherwise, the Scott Bridge Note has terms identical to the Glockner Bridge Note.

On October 1, 2024, the Company and the Glockner Lender amended and restated the Glockner Bridge Note (as amended, the “A&R Glockner Bridge Note”).

The A&R Glockner Bridge Note was issued in the principal amount of $10,000 and such borrowings are due upon the earlier of January 31, 2025 and the first business day following the date on which the Company has sufficient capital to be able to repay all amounts outstanding under such note and otherwise meet its expected working capital needs, as determined by the Company in its reasonable discretion.

From and after the issuance date of the A&R Glockner Bridge Note, such note will bear interest at 15.99% per annum, payable in arrears on the first business day of each calendar month, beginning on November 1, 2024.

In the event of

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a failure to pay any amount due under the A&R Glockner Bridge Note, such failure will not constitute an event of default unless certain other conditions are met.

The Company also agreed to pay the Glockner Lender $1,000 as a loan fee, which was repaid in connection with entry into the Second A&R Glockner Bridge Note.

As described above, Mr.

Donnally serves as the managing member of the Glockner Lender’s general partner, Bellringer Consulting Group LLC.

As of the date hereof, only the $1,000 loan fee has been repaid under the A&R Glockner Bridge Note.

On October 1, 2024, the Company and Dr.

John Scott agreed to amend and restate the Scott Bridge Note (as amended, the “A&R Scott Bridge Note”).

The A&R Scott Bridge Note was reissued in the principal amount of $1,000 and such borrowings are due at maturity on January 31, 2025.

From August 22, 2024 to but excluding October 1, 2024, interest on the A&R Scott Bridge Note accrued at a rate of 11.5% per annum, and from and after October 1, 2024, interest on the A&R Scott Bridge Note accrued at a rate of 13.5% per annum.

In the event of a failure to pay any amount due under the A&R Scott Bridge Note, such failure will not constitute an event of default unless certain other conditions are met.

The Company also agreed to pay Dr.

John Scott, the Company’s Chief Strategy Officer, $1,000 under the Scott Bridge Note.

On March 20, 2025, the Glockner Lender agreed to deem as repaid in full and otherwise terminated all loans and other obligations of Innventure LLC to the Glockner Lender under the A&R Glockner Bridge Note and any loan documentation executed in connection with the A&R Glockner Bridge Note in exchange for the issuance to the Glockner Lender of 1,392,059 shares of Series C Preferred Stock on March 24, 2025.

On March 20, 2025, Dr.

John Scott agreed to deem as repaid in full and otherwise terminated all loans and other obligations of Innventure LLC to Dr.

John Scott under the A&R Scott Bridge Note and any loan documentation executed in connection with the A&R Scott Bridge Note in exchange for (i) Dr.

John Scott’s receipt in cash of $195 and (ii) the issuance to Dr.

John Scott of 226,334 shares of Series C Preferred Stock on March 24, 2025.

Review, Approval or Ratification of Transactions with Related Parties

The Audit Committee has the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between the Company and related parties in which the aggregate amount involved exceeds or may be expected to exceed $120 and in which a related party has or will have a direct or indirect material interest.

The written charter of the Audit Committee provides that the Audit Committee will review and approve in advance any related party transaction.

Limitation of Liability and Indemnification of Directors and Executive Officers

Innventure has entered into indemnification agreements with each of Innventure’s directors and executive officers, the form of which is attached as an exhibit to this Form 10-K.

The indemnification agreements require Innventure to indemnify its directors and executive officers to the fullest extent permitted by Delaware law.

Related Party Transaction Policy

Innventure has adopted a formal written policy for the review and approval of transactions with related parties.

Such policy requires, among other things, that:

• the Audit Committee shall review the material facts of all related party transactions;

• in reviewing any related party transaction, the Audit Committee will take into account, among other factors that it deems appropriate, whether the related party transaction is on terms no less favorable to Innventure than terms generally available in a transaction with an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction;

• in connection with its review of any related party transaction, Innventure shall provide the Audit Committee with all material information regarding such related party transaction, the interest of the related party and any potential disclosure obligations of Innventure in connection with such related party transaction;

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• if a related party transaction will be ongoing, the Audit Committee may establish guidelines for Innventure’s management to follow in its ongoing dealings with the related party.

In addition, the related party transaction policy provides that the Audit Committee, in connection with any approval of a related party transaction involving a non-employee director or director nominee, should consider whether such transaction would compromise the director or director nominee’s status as an “independent” or “non-employee” director, as applicable, under the rules and regulations of the SEC and Nasdaq.

Director Independence

Our Board has evaluated and affirmatively determined the independence of each of James O.

Donnally, Bruce Brown, Elizabeth Williams, Daniel J.

Hennessy, and Michael Amalfitano:

(i) based on each nominee’s completed questionnaire designed to solicit information about relationships that could have an impact on independence and (ii) using standards required by the SEC and Nasdaq.

In making these determinations, the Board considered the current and prior relationships that each non-employee director has with Innventure and all other facts and circumstances the Board deemed relevant in determining a director nominee’s independence, including the beneficial ownership of our capital stock by each non-employee director.

The information called for by Item 13 will be included in the Proxy Statement in the sections entitled “Certain Relationships and Related Party Transactions” and “Corporate Governance” and is incorporated herein by reference.

Principal Accountant Fees and Services.

The following table sets forth the amount of audit fees, audit-related fees, tax fees, and all other fees billed for services by BDO USA, P.C.

for the years ended December 31, 2024 and 2023.

All audit and non-audit services provided to the Company by the independent registered public accounting firm are pre-approved by the Audit Committee, and the Audit Committee considers the provision of such non-audit services when evaluating the accounting firm’s independence.

The Audit Committee pre-approved all services and fees charged by BDO USA, P.C.

as the Company’s independent registered public accounting firm to the Company in 2024 after the completion of the Business Combination.

Audit Fees (1)

$ 981,547 $ 400,903

Audit-Related Fees — —

All Other Fees (2)

Total Fees $ 1,089,934 $ 400,903

(1) Includes fees for professional services rendered for the audit of the Company’s annual consolidated financial statements and review of the consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q, issuances of comfort letters and consents for securities offerings and for other services that only the Company’s independent registered public accounting firm can reasonably provide.

(2) Includes fees for all services other than those covered above under “Audit Fees.” No such fees existed for the year ended December 31, 2023.

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The information called for by Item 14 will be included in the Proxy Statement and is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) List of documents filed as part of this annual report on Form 10-K:

(a) List of documents filed as part of this Form 10-K:

Financial Statements of the Registrant:

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(b) Exhibits:

The exhibits listed in the following index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.

The exhibits listed in the following index to exhibits are filed or incorporated by reference as part of this Form 10-K.

Exhibit Number Description of Exhibits

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3.4 Certificate of Designation of Series C Preferred Stock, dated March 24, 2025, of Innventure, Inc.

(incorporated by reference to Exhibit 3.1 to Innventure Inc.

’ s Current Report on Form 8-K filed with the SEC on March 25, 2025) .

Description of Innventure, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

(incorporated by reference to Exhibit 3.1 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on March 25, 2025).

4.1 Description of Innventure, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to Innventure, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024) .

4.2 Form of Innventure LLC Series 1 Promissory Note (incorporated by reference to Exhibit 4.3 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).

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4.5 Amended and Restated Secured Convertible Promissory Note and Warrant Purchase Agreement, dated as of July 31, 2021, by and among Innventus ESG Fund I, L.P., AeroFlexx, LLC, and the Investors party thereto (incorporated by reference to Exhibit 4.6 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).

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Exhibit Number Description of Exhibits

4.6 Form of Innventure Class B Warrant Cashless Exercise Description and Acknowledgment Letter (incorporated by reference to Exhibit 4.8 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).

Exhibit Number Description of Exhibits

Warrant to Acquire Securities of Innventure, Inc., dated October 22, 2024, issued to WTI Fund X, LLC (incorporated by reference to Exhibit 4.1 to Innventure, Inc.’s Current Report on Form 8-K dated October 23, 2024).

Warrant to Acquire Securities of Innventure, Inc., dated October 22, 2024, issued to WTI Fund XI, LLC (incorporated by reference to Exhibit 4.2 to Innventure, Inc.’s Current Report on Form 8-K dated October 23, 2024).

Form of Convertible Debenture (incorporated by reference to Exhibit 4.1 to Innventure , Inc.

’ s Current Report on Form 8-K dated March 26, 2025).

F orm of Warrant to Acquire Securi ti es of Innv enture, Inc.

, to be issued to WTI Fun d X, LL C (incorporated by reference to Exhibi t 4.2 to Innventure, Inc.

’ s Current Report on Form 8-K dated March 26, 2025).

F orm of Warrant to Acquire Securities of Innventure, Inc.

, to be issued to WTI Fund XI, LLC (incorporated by reference to Exhibit 4.3 to Innventure, Inc.

’ s Current Report on Form 8-K dated March 26, 2025).

4.90 Registration and Shareholder Rights Agreement, dated October 12, 2021, by and among Learn CW Investment Corporation, the Sponsor and certain other security holders named therein (incorporated by reference to Exhibit 10.4 to Learn CW Investment Corporation’s Current Report on Form 8-K filed with the SEC on October 14, 2021).

4.10 Warrant to Acquire Securities of Innventure, Inc., issued to WTI Fund X, LLC on April 14, 2025 (incorporated by reference to Exhibit 4.2 to Innventure, Inc.’s Current Report on Form 8-K filed with the SEC on April 14, 2025).

Warrant to Acquire Securities of Innventure, Inc., issued to WTI Fund XI, LLC on April 14, 2025 incorporated by reference to Exhibit 4.3 to Innventure, Inc.’s Current Report on Form 8-K filed with the SEC on April 14, 2025).

4.12 F orm of Series A Warrant (incorporated by referenc e to E xhibit 4.1 to Innventure , Inc.

’ s Current Report on Form 8-K filed with the SEC on October 6 , 2025) .

Offer Letter, dated September 7, 2023, between David Yablunosky and Innventure LLC (incorporated by reference to Exhibit 10.8 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).

10.2 Member Support Agreement, dated October 24, 2023, by and among Learn CW Investment Corporation, Learn SPAC Holdco, Inc., Innventure LLC and the Innventure Members party thereto (incorporated by reference to Annex D to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).

10.2 Class D Preferred Unit Purchase Agreement, by and between Innventus ESG, AeroFlexx, and the Investors party thereto, dated as of November 10, 2021 (incorporated by reference to Exhibit 10.12 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).

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10.5 Class A Series 2 Unit Purchase Agreement, dated as of July 19, 2022, by and among Innventus ESG Fund I, L.P., Accelsius Holdings LLC, and the Investors party thereto (incorporated by reference to Exhibit 10.15 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).

10.7 Letter Agreement, dated October 7, 2021, among Learn CW Investment Corporation and its officers, directors, director nominees and the Sponsor (incorporated by reference to Exhibit 10.1 to Learn CW Investment Corporation's Current Report on Form 8-K filed with the SEC on October 14, 2021).

Contractor Agreement for Services, effective November 16, 2023, by and between Innventure LLC and Sugar Grove Ventures, LLC.

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Exhibit Number Description of Exhibits

Employment Agreement, dated as of March 5, 2024, by and between Innventure LLC and Suzanne Niemeyer (incorporated by reference to Exhibit 10.24 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).

10.6 Management Services Agreement, dated January 22, 2021, by and between Innventure LLC and L1FE Management Limited (incorporated by reference to Exhibit 10.25 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).

10.7 Amendment to Management Services Agreement, dated October 1, 2021, by and between Innventure LLC and L1FE Management Limited (incorporated by reference to Exhibit 10.26 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).

10.12 Summary of the Statement of Work, effective as of April 1, 2018, between Innventure LLC and Corporate Development Group LLC (incorporated by reference to Exhibit 10.27 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).

10.13 Amended & Restated Promissory Note, dated December 29, 2023, issued by Learn CW Investment Corporation in favor of Sponsor (incorporated by reference to Exhibit 10.1 to Learn CW Investment Corporation's Current Report on Form 8-K filed with the SEC on January 3, 2024).

10.14 Second Amended & Restated Promissory Note, dated March 19, 2024, issued by Learn CW Investment Corporation in favor of Sponsor (incorporated by reference to Exhibit 10.1 to Learn CW Investment Corporation’s Current Report on Form 8-K filed with the SEC on March 25, 2024).

10.15**^

10.8** Patent Purchase Agreement, dated May 27, 2022, between Nokia Technologies, OY, Nokia Solutions and Networks, OY, and Accelsius Holdings LLC (incorporated by reference to Exhibit 10.32 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).

10.16**^†

Technology License and Know-How Agreement, dated May 27, 2022, between Accelsius Holdings LLC, Nokia Technologies Oy, Nokia Solutions and Networks Oy, and Nokia of America Corporation (incorporated by reference to Exhibit 10.33 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).

10.9 Patent and Know How License Agreement, dated February 15, 2018, between Air Assist LLC and The Procter & Gamble Company (incorporated by reference to Exhibit 10.34 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).

Exhibit Number Description of Exhibits

10.10** Amended and Restated Patent and Know-How License Agreement, dated as of October 25, 2021, by and between the Procter & Gamble Company and AeroFlexx, LLC (incorporated by reference to Exhibit 10.35 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).

10.19 Aircraft Time-Sharing Agreement, dated May 6, 2024, by and between Innventure LLC and Sugar Grove Ventures LLC (incorporated by reference to Exhibit 10.37 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).

10.20 Aircraft Time-Sharing Agreement, dated May 6, 2024, by and between Innventure LLC and Corporate Development Group LLC (incorporated by reference to Exhibit 10.38 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).

10.21 Amendment to the Statement of Work, effective October 1, 2021, between Innventure LLC and Corporate Development Group LLC (incorporated by reference to Exhibit 10.39 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).

Form of Investment Agreement by and among Innventure, Inc.

and the investors party thereto (incorporated by reference to Exhibit 10.46 to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).

10.11 Warrant Agreement, dated October 12, 2021, between Learn CW Investment Corporation and American Stock Transfer & Trust Company, LLC, as warrant agent (incorporated by reference to Exhibit 4.1 to Learn CW Investment Corporation’s Current Report on Form 8-K filed with the SEC on October 14, 2021).

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Exhibit Number Description of Exhibits

10.12 Warrant Assumption Agreement, dated October 2, 2024, by and among Learn CW Investment Corporation, Innventure, Inc.

4 unchanged sentences

10.16*# Innventure, Inc.

2024 Equity and Incentive Compensation Plan (incorporated by reference to Annex K to Innventure, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 6, 2024).

2024 Equity and Incentive Compensation Plan .

10.17# S econd Amended and Restated Innventure, Inc.

Non -Management Director Compensation Plan, dated November 14, 2025 (incorporated by reference to Exhibit 10.1 to Innventure, Inc.

’ s Current Repor t on Form 8-K filed with the SEC on November 18, 2025)

Form of Investment Agreement by and among Innventure, Inc.

and the purchasers listed on Schedule I thereto (incorporated by reference to Exhibit 10.9 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2024).

10.30 Waiver and Consent entered into on October 2, 2024, by and among, Learn CW, Holdco and Innventure (incorporated by reference to Exhibit 10.10 to Innventure Inc.’s Current Report on Form 8-K filed with the SEC on October 9, 2024).

10.19 Loan and Security Agreement, dated October 22, 2024, by and among Innventure LLC, WTI Fund X, Inc.

5 unchanged sentences

10.21# Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement for Executive Officers (incorporated by reference to Exhibit 10.1 to Innventure, Inc.’s Current Report on Form 8-K dated December 13, 2024).

10.22# Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement for Directors (incorporated by reference to Exhibit 10.10 to Innventure, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2025).

10.23# Form of Notice of Grant of Nonqualified Stock Option and Nonqualified Stock Option Agreement for Executive Officers (incorporated by reference to Exhibit 10.2 to Innventure, Inc.’s Current Report on Form 8-K dated December 13, 2024).

F orm of Notice of Grant of Appreciation Rights.

F orm of Notice of Grant of Cas h-Settled Appreciation Rights.

10.37 Standby Equity Purchase Agreement, by and between Innventure, In c.

and YA II PN, Ltd., dated October 24, 2023 (incorporated by reference to Exhibit 10.1 to Innventure, Inc.

’ s Current Report on Form 8-K dated March 25, 2025).

F orm of Series C Purchase Agreement for U.S.

Investors (incorporated by reference to Ex hibit 10.2 to Innventure, Inc.

’ s Current Report on Form 8-K dated March 25, 2025).

F orm of Series C Purchase Agreement for Ex-U.

Investors (inco rporated by reference to Exhibit 10.3 to Innventure, Inc.

’ s Current Report on Form 8-K dated March 25, 2025).

S ecurities Purchase Agreement, by and between Innventure, Inc.

and YA II PN, Ltd., dated March 2 6 , 2025 (incorporated by reference to Exhibit 10.1 to Innventure, Inc.

’ s Current Report on Form 8-K dated March 26, 2025).

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10.24# Form of Notice of Grant of Appreciation Rights (incorporated by reference to Exhibit 10.35 to Innventure, Inc.’s Annual Report on Form 10-K filed with the SEC on April 14, 2025).

10.25# Form of Notice of Grant of Cash-Settled Appreciation Rights (incorporated by reference to Exhibit 10.36 to Innventure, Inc.’s Annual Report on Form 10-K filed with the SEC on April 14, 2025).

Exhibit Number Description of Exhibits

10.41 F orm of Global Guaranty Agreement (incorporated by referen ce to Exhibit 10.2 to Innventure, Inc.

’ s Current Report on Form 8-K dated March 26, 2025).

10.42 F or m of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to Innventure, Inc.

’ s Current Report on Form 8-K dated March 26, 20 25).

I nnventure, Inc.

2025 Short-Term Incentive Plan.

10.26 Standby Equity Purchase Agreement, by and between Innventure, Inc.

and YA II PN, Ltd., dated October 24, 2023 (incorporated by reference to Exhibit 10.1 to Innventure, Inc.’s Current Report on Form 8-K dated March 25, 2025).

Form of Series C Purchase Agreement for U.S.

Investors (incorporated by reference to Exhibit 10.2 to Innventure, Inc.’s Current Report on Form 8-K dated March 25, 2025).

Form of Series C Purchase Agreement for Ex-U.S.

Investors (incorporated by reference to Exhibit 10.3 to Innventure, Inc.’s Current Report on Form 8-K dated March 25, 2025).

10.29 Form of Term Convertible Note (incorporated by reference to Exhibit 10.1 to Innventure, Inc.’s Current Report on Form 8-K dated July 1, 2025).

10.30# Form of Amendment to Stock Appreciation Right Award Agreement (incorporated by reference to Exhibit 10.4 to Innventure, Inc.’s Current Report on Form 8-K dated July 1, 2025).

10.31**^

Amended and Restated Technology License and Know-How Agreement, dated June 30, 2025, among Accelsius, LLC, Innventure LLC (solely as specifically set forth therein), Nokia Technologies Oy, Nokia Solutions and Networks Oy, and Nokia of America Corporation(incorporated by reference to Exhibit 10.1 to Innventure, Inc.’s Current Report on Form 8-K dated July 2, 2025).

F orm of Subscription Agreement (incorporated by reference to Exhibit 10.1 to Innventure, Inc.

’ s Current Report on Form 8-K dated October 6 , 2025).

10.33# Innventure, Inc.

Insider Trading Policy.

Subsidiaries of the Registrant .

Consent of BDO USA, P.C.

2025 Short-Term Incentive Plan (incorporated by reference to Exhibit 10.43 to Innventure, Inc.’s Annual Report on Form 10-K filed with the SEC on April 14, 2025).

10.34* Registration Rights Agreement, dated as of October 2 2 , 2024, by and among Innventure, Inc., WTI Fund X, LLC, and WTI Fund XI, LLC .

19.1 Innventure, Inc.

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to Innventure, Inc.’s Annual Report on Form 10-K filed with the SEC on April 14, 2025 ).

21.1 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to Innventure, Inc.’s Annual Report on Form 10-K filed with the SEC on April 14, 2025 ) .

Consent of W i thum Sm i th+Brown, P.C.

23.2* C onsent of BDO USA, P.C.

31.1* Rule 13a-14(a) Certification by Gregory W.

5 unchanged sentences

Innventure, Inc.

Compensation Clawback Policy.

Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 to Innventure, Inc.’s Annual Report on Form 10-K filed with the SEC on April 14, 2025 ).

Exhibit Number Description of Exhibits

The following financial statements from Innventure, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) Consolidated Balance Sheets as of December 31, 2025 and 2024;

(ii) Consolidated Statements of Operations and Comprehensive Income (Loss) for the period October 2, 2024 through December 31, 2024 (Successor), January 1, 2024 through October 1, 2024 (Predecessor) and the year ended December 31, 2023 (Predecessor);

(iii) Consolidated Statement of Changes in Mezzanine Capital for the period January 1, 2024 through October 1, 2024 (Predecessor) and the year ended December 31, 2023 (Predecessor);

(iv) Consolidated Statement of Changes in Stockholders’ Equity for the period October 2, 2024 through December 31, 2024 (Successor), January 1, 2024 through October 1, 2024 (Predecessor) and the year ended December 31, 2023;

(v) Consolidated Statements of Cash Flows for the period October 2, 2024 through December 31, 2024 (Successor), January 1, 2024 through October 1, 2024 (Predecessor) and the year ended December 31, 2023 (Predecessor);

(ii) Consolidated Statements of Operations and Comprehensive Income (Loss) for the year ended December 31, 2025 (Successor), the period October 2, 2024 through December 31, 2024 (Successor), and the period January 1, 2024 through October 1, 2024 (Predecessor);

(iii) Consolidated Statement of Changes in Mezzanine Capital for the period January 1, 2024 through October 1, 2024 (Predecessor);

(iv) Consolidated Statement of Changes in Stockholders’ Equity for the year ended December 31, 2025 (Successor), the period October 2, 2024 through December 31, 2024 (Successor), and the period January 1, 2024 through October 1, 2024 (Predecessor);

(v) Consolidated Statements of Cash Flows for the year ended December 31, 2025 (Successor), the period October 2, 2024 through December 31, 2024 (Successor), and the period January 1, 2024 through October 1, 2024 (Predecessor);

and (vi) Notes to Consolidated Financial Statements.

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# Indicates management contract or compensatory plan or arrangement.

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FORM 10-K SUMMARY

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

1 unchanged sentence

/s/ Gregory W.

April 14, 2025

March 30, 2026

Chief Executive Officer and Director

2 unchanged sentences

Chief Executive Officer and Director

(Principal Executive Officer) April 14, 2025

(Principal Executive Officer) March 30, 2026

/s/ David Yablunosky

1 unchanged sentence

(Principal Financial Officer and Principal Accounting Officer)

April 14, 2025

March 30, 2026

David Yablunosky

1 unchanged sentence

Executive Chairman and Director

April 14, 2025

March 30, 2026

Michael Otworth

/s/ Suzanne Niemeyer

General Counsel and Director April 14, 2025

General Counsel and Director March 30, 2026

Suzanne Niemeyer

Director April 14, 2025

Director March 30, 2026

/s/ Bruce Brown

Director April 14, 2025

Director March 30, 2026

/s/ Elizabeth Williams

Director April 14, 2025

Director March 30, 2026

Elizabeth Williams

/s/ Daniel J.

Director April 14, 2025

Director March 30, 2026

/s/ Michael Amalfitano

Director April 14, 2025

Director March 30, 2026

Michael Amalfitano

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures