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8-KAccepted Sep 15, 9:01 AM ET

Innventure, Inc. Announces Forfeiture of 435,168 Earnout Shares by Executives

INVInnventure, Inc.

Accepted (ET)

9:01 AM

Sep 15, 2026

Filed

Sep 15, 2026

Documents

12

Size

203.1 KB

Summary

Innventure, Inc. Announces Forfeiture of 435,168 Earnout Shares by Executives

Updated

What Happened

  • Innventure, Inc. filed a Form 8-K on September 15, 2026, reporting that seven senior managers and directors voluntarily forfeited a total of 435,168 shares of common stock that had been issued as earnout shares tied to "Milestone One" (an Accelsius purchase order from Dark NX).
  • The forfeitures were effected under Forfeiture Agreements dated August 24, 2026, after a Board letter to shareholders on August 18, 2026. The forfeited shares were canceled by the company’s transfer agent between September 8 and September 15, 2026.
  • The individuals who forfeited their shares are: Roland Austrup, James O. Donnally, William Grieco, Gregory W. Haskell, John Scott, Michael Otworth, and David Yablunosky. The form of the Forfeiture Agreement is furnished as Exhibit 99.1 to the 8-K.

Key Details

  • Total shares forfeited and canceled: 435,168 common shares (all shares issued to these holders in connection with Milestone One).
  • Forfeiture Agreements date: August 24, 2026; Board letter to shareholders dated August 18, 2026.
  • Cancellation window: September 8–15, 2026, completed by the transfer agent.
  • Forfeiting parties: seven named senior management/directors (listed above).

Why It Matters

  • For investors, the cancellation removes 435,168 potential outstanding shares tied to an earnout, reducing the number of shares that could have diluted existing holders if those earnout conditions were otherwise satisfied.
  • The action reflects Board oversight of earnout share awards and voluntary compliance by the named executives and directors; it is a corporate governance event rather than an operating or financial-results disclosure.
  • There is no new financial-data or earnings information in the filing; the exhibit includes the form of the forfeiture agreement for review.

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