UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

INNOVIVA, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

March 24, 2026

Dear Fellow Innoviva Stockholder:

I am pleased to invite you to attend Innoviva, Inc.’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”), to be held on May 4, 2026 at the offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019. The Annual Meeting will begin promptly at 11:00 am, Eastern Time.

Your Board of Directors (the “Board of Directors”) is recommending a highly qualified, experienced and diverse slate of director nominees for election to the Board of Directors at the Annual Meeting. At the Annual Meeting, we will ask you to: (1) elect five directors; (2) cast a non-binding advisory vote to approve named executive officer compensation; (3) ratify the selection of Deloitte & Touche LLP, an independent registered public accounting firm, as our independent auditors for the fiscal year ending December 31, 2026; (4) approve the 2026 Equity Incentive Plan; and (5) take action upon any other business as may properly come before the Annual Meeting.

The accompanying materials include the Notice of Annual Meeting of Stockholders and proxy statement (the “Proxy Statement”). The Proxy Statement describes the business that we will conduct at the Annual Meeting. It also provides information about us that you should consider when you vote your shares.

Also enclosed with these proxy materials is a proxy card and postage-paid return envelope. Proxy cards are being solicited on behalf of our Board of Directors.

Whether or not you will be able to attend the Annual Meeting, it is very important that your shares be represented. We urge you to read the accompanying Proxy Statement carefully and to use the enclosed proxy card to vote for the Board of Directors’ nominees, and in accordance with the Board of Directors’ recommendations on the other proposals, as soon as possible. You may vote your shares by signing and dating the enclosed proxy card and returning it in the postage-paid envelope provided, whether or not you plan to attend the Annual Meeting. For your convenience, you may also vote your shares via the Internet or by a toll-free telephone number by following the instructions on the enclosed proxy card.

If your brokerage firm, bank, dealer or other similar organization is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive voting instructions from the holder of record. You must follow these instructions in order for your shares to be voted. Your broker is required to vote those shares in accordance with your instructions. We urge you to instruct your broker or other nominee, by following those instructions, to vote your shares on the proxy card.

Holders of shares as of the close of business on March 9, 2026, the record date for voting at the Annual Meeting, are urged to submit a proxy card, even if your shares were sold after such date.

If you have any questions regarding this information or the proxy materials, please visit our website at www.inva.com or contact our investor relations department at investor.relations@inva.com. If you have any questions or need assistance voting your shares, please call D.F. King & Co., Inc., which is assisting Innoviva, Inc., toll free at (877) 732-3613.

On behalf of your Board of Directors, thank you for your continued support and interest.

	Very truly yours,
	/s/ Pavel Raifeld
	Pavel Raifeld
	Chief Executive Officer

Innoviva, Inc.

1350 Old Bayshore Highway, Suite 400

Burlingame, California 94010

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 4, 2026

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Innoviva, Inc., a Delaware corporation (the “Company”). The meeting will be held on Monday, May 4, 2026 at 11:00 a.m., Eastern Time, at the offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019, for the following purposes:

Proposal 1: To elect five directors to serve for the ensuing year.

Proposal 2: To approve a non-binding advisory resolution regarding executive compensation.

Proposal 3: To ratify the selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026.

Proposal 4: To approve the 2026 Equity Incentive Plan.

To conduct any other business properly brought before the Annual Meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Annual Meeting is March 9, 2026. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.

YOUR VOTE IS VERY IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE REQUEST THAT YOU READ THE PROXY STATEMENT AND VOTE YOUR SHARES BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED OR BY VOTING VIA THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS PROVIDED ON THE ENCLOSED PROXY CARD.

If you have any questions regarding this information or the proxy materials, please visit our website at www.inva.com or contact our investor relations department at investor.relations@inva.com.

	By Order of the Board of Directors

	Pavel Raifeld

	/s/ Pavel Raifeld
	Chief Executive Officer
Burlingame, California
March 24, 2026

Important Notice Regarding the Availability of Proxy Materials for the Annual

Meeting of Stockholders to be held on May 4, 2026:

The Proxy Statement is available at http://investor.inva.com/sec-filings.

Innoviva, Inc.

1350 Old Bayshore Highway, Suite 400

Burlingame, California 94010

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

This proxy statement (the “Proxy Statement”) is furnished in connection with solicitation of proxies by our Board of Directors (the “Board of Directors”) for use at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Monday, May 4, 2026 at 11:00 a.m., Eastern Time, and any postponements or adjournments thereof. The Annual Meeting will be held at the offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019. As used in this Proxy Statement, the terms “Innoviva,” the “Company,” “we,” “us,” and “our” mean Innoviva, Inc. and its subsidiaries unless the context indicates otherwise.

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

Why am I receiving these materials?

We sent you this Proxy Statement and the enclosed proxy card because the Board of Directors of Innoviva, Inc. is soliciting your proxy to vote at the Annual Meeting to be held on Monday, May 4, 2026 at 11:00 a.m., Eastern Time, and any postponements or adjournments thereof. You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions on the enclosed proxy card to submit your proxy via telephone or on the Internet.

We intend to mail notice of this Proxy Statement and accompanying proxy card on or about March 24, 2026 to all stockholders of record entitled to vote at the Annual Meeting.

What is included in the proxy materials?

The proxy materials include:

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This Proxy Statement for the Annual Meeting;

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Our 2025 Annual Report to Stockholders, which consists of our Annual Report on Form 10-K for the year ended December 31, 2025; and

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The proxy card.

Can I attend the Annual Meeting?

You are invited to attend the Annual Meeting if you were a stockholder of record or a beneficial owner as of March 9, 2026 (the “Record Date”). Admission will begin at 10:30 a.m., Eastern Time, on the date of the Annual Meeting, and you must present valid picture identification, such as a driver’s license or passport, and, if asked, provide proof of stock ownership as of the Record Date. The use of mobile phones, pagers, recording or photographic equipment, tablets and/or computers is not permitted at the Annual Meeting. The Annual Meeting will begin promptly at 11:00 a.m., Eastern Time.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. On the Record Date, there were 74,051,362 shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), outstanding. The holders of Common Stock have the right to one vote for each share they held as of the Record Date.

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In accordance with Delaware law, a list of stockholders entitled to vote at the Annual Meeting will be available at the place of the Annual Meeting on May 4, 2026 and will be accessible for ten days prior to the Annual Meeting at our place of business, 1350 Old Bayshore Highway, Suite 400, Burlingame, California 94010, between the hours of 9:00 a.m. and 5:00 p.m., Pacific time.

Stockholder of Record: Shares Registered in Your Name

If on the Record Date your shares were registered directly in your name with our transfer agent, Computershare, then you are a stockholder of record. As a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy via telephone or the Internet as instructed on your proxy card to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on the Record Date your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. If you do not provide instructions for voting the shares that you beneficially own, that organization cannot vote your shares on the election of directors (Proposal 1), on the non-binding advisory resolution regarding executive compensation (Proposal 2) or on the approval of the 2026 Equity Incentive Plan (Proposal 4). We encourage you to provide voting instructions to the brokerage firm, bank, dealer or other similar organization that is the record holder of your shares. A number of brokers and banks enable beneficial holders to give voting instructions via telephone or the Internet. Please refer to the voting instructions provided by your bank or broker. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you provide a valid proxy from your broker, bank or other custodian.

What does it mean if I receive more than one proxy card?

Many of our stockholders hold their shares in more than one account and may receive separate proxy cards or voting instructions forms for each of those accounts. If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please sign, date and return or otherwise submit your proxy with respect to each proxy card to ensure that all of your shares are voted.

What am I voting on?

The following chart sets forth the proposals scheduled for a vote at the Annual Meeting, our Board of Directors recommendation with respect to such proposals, the vote required for such proposals to be approved and whether broker discretionary voting is allowed on such proposals.

Proposal	Board Recommendation	Vote Required	Broker Discretionary Voting Allowed
Proposal 1: Elect five directors to serve until the 2027 Annual Meeting of Stockholders.	FOR	Majority Votes Cast	No

Proposal 2: Approval of a non-binding advisory resolution regarding executive compensation.	FOR	Majority Votes Cast	No

Proposal 3: Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026.	FOR	Majority Votes Cast	No

Proposal 4: Approval of the 2026 Equity Incentive Plan.	FOR	Majority Votes Cast	No

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Majority Votes Cast means, with respect to Proposal 1, that the number of votes cast “FOR” a director’s election exceeds 50% of the votes cast with respect to that director’s election and, with respect to Proposals 2 – 4, that the proposal would be approved if it receives an affirmative majority of the votes cast. For this purpose, votes cast shall exclude abstentions and broker non-votes.

Broker Discretionary Voting occurs when a broker does not receive voting instructions from the beneficial owner and votes those shares in its discretion on any proposal on which it is permitted to vote.

In an uncontested election of directors, such as Proposal 1, our Bylaws mandate that directors be elected by a majority vote of votes cast, as described below under “ELECTION OF DIRECTORS - MAJORITY VOTING BYLAW.” In contested elections, our Bylaws mandate that directors be elected by a plurality vote. For purposes of our Bylaws, a contested election is any election of directors for which our Secretary determined that the number of nominees for director exceeds the number of directors to be elected as of the date seven days prior to the scheduled mailing date of the proxy statement for such meeting. Our Secretary has determined that the election at the Annual Meeting is an uncontested election. Accordingly, the provisions of our Bylaws relating to majority voting for directors in uncontested elections will be applicable to the Annual Meeting.

Pursuant to our Bylaws, written notice by stockholders of qualifying nominations for election to our Board of Directors must have been received by our Secretary by February 7, 2026. We did not receive any such nominations and no other nominations for election to our Board of Directors may be made by stockholders at the Annual Meeting.

If for some reason any of the Board of Directors’ nominees are unable to serve, or for good cause will not serve, if elected, the persons named as proxies may vote for a substitute nominee recommended by the Board of Directors and, unless you indicate otherwise on the proxy card, your shares will be voted in favor of the Board of Directors’ remaining nominees. As of the date of the Notice of Annual Meeting of Stockholders, we know of no reason why any of the Board of Directors’ nominees would be unable or for good cause unwilling to serve as a director if elected.

How do I vote?

With regard to the election of directors (Proposal 1), you may (i) vote “For” the five nominees to the Board of Directors, (ii) vote “Against” the election of one or more of the nominees and vote “For” the remaining nominees, (iii) vote “Against” all of the nominees or (iv) withhold your authority to vote for any nominee you specify. You may not vote your proxy “For” the election of any persons in addition to the five named nominees. For Proposals 2, 3, and 4, you may vote “For” or “Against” or abstain from voting. We do not have cumulative voting rights for the election of directors. The procedures for voting are explained below.

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record as of the Record Date, you may vote by using the enclosed proxy card, vote by proxy on the Internet or by telephone, or vote in person at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote in person if you have already voted by proxy.

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To vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the postage-paid envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

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To vote on the Internet, please follow the instructions provided on your proxy card.

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To vote by telephone, please follow the instructions provided on your proxy card.

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To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive.

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We provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent as of the Record Date, you should have received instructions for granting proxies with these proxy materials from that organization rather than from us. A number of brokers and banks enable beneficial holders to give voting instructions via telephone or the Internet. Please refer to the voting instructions provided by your bank or broker. To vote in person at the Annual Meeting, you must provide a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of Common Stock you owned as of the Record Date.

What if I return a proxy card but do not make specific choices?

If you return a signed proxy card without marking any voting selections, your shares will be voted (1) “For” the election of each of the five nominees for director, (2) “For” approval of the non-binding advisory resolution regarding executive compensation, (3) “For” ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending on December 31, 2026, and (4) “For” the approval of the 2026 Equity Incentive Plan.

If you are not a record holder (i.e., your shares are held through a broker, bank, brokerage firm, dealer or other similar organization), your broker is required to vote such shares in accordance with the instructions you provide. If you do not give instructions to your broker, your broker will not be able to vote your shares with respect to the election of directors (Proposal 1), the non-binding advisory resolution regarding executive compensation (Proposal 2) or the approval of the 2026 Equity Incentive Plan (Proposal 4).

What happens if additional matters are presented at the Annual Meeting?

If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in the proxy card and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.

How are votes counted?

Votes will be counted by the inspector of elections appointed for the Annual Meeting, who will separately count “For” and “Against” votes, abstentions and broker non-votes, if any. Abstentions, which will be counted as shares present for purposes of determining a quorum, will not be considered in determining the results of the voting for any of the proposals on the agenda. Broker non-votes, if any, as described in the next paragraph, have no effect and will not be counted toward the vote total for any of the proposals on the agenda. Broker non-votes will be counted toward the quorum requirement.

If your shares are held by your broker as your nominee (that is, in “street name”), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine under the rules on which your broker may vote shares held in street name without your voting instructions. On non-discretionary items for which you do not give your broker instructions, the shares will be treated as broker non-votes. Under current broker voting rules, any election of a member of the Board of Directors, whether contested or uncontested, is considered “non-discretionary” and therefore brokers are not permitted to vote your shares held in street name for the election of directors in the absence of instructions from you. Each of the proposals other than Proposal 3 are “non-discretionary” and therefore if you hold your shares through a broker, bank or other agent, your shares will not be voted on Proposals 1, 2 or 4 unless you provide voting instructions to the record holder.

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Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. You may revoke your proxy in any one of four ways:

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You may change your vote using the Internet or telephone methods described above prior to the Annual Meeting, in which case only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted.

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You may submit another properly completed proxy card with a later date.

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You may send a written notice that you are revoking your proxy to our investor relations department at investor.relations@inva.com.

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You may attend the Annual Meeting and vote in person. If you are not a record holder of shares, you must provide a “legal” proxy from the record holder in order to vote your shares in person at the Annual Meeting. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?

Brokerage firms and other intermediaries holding shares of Common Stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole routine matter - Proposal 3 (to ratify the appointment of Deloitte & Touche LLP). Your broker will not have discretion to vote on the following “non-routine” matters absent direction from you: Proposal 1 (the election of directors), Proposal 2 (the advisory resolution regarding executive compensation) or Proposal 4 (the approval of the 2026 Equity Incentive Plan). Please note that brokers may not vote your shares on the election of directors in the absence of your specific instructions as to how to vote, so we encourage you to provide instructions to your broker regarding the voting of your shares.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid Annual Meeting. A quorum will be present if a majority of all shares outstanding on the Record Date, are represented at the Annual Meeting by stockholders present either in person or by proxy. On the Record Date, there were 74,051,362 shares of Common Stock outstanding and entitled to vote. Thus, 37,025,682 shares must be represented by stockholders present either in person at the Annual Meeting or by proxy to have a quorum. Your shares will be counted toward the quorum only if you submit a valid proxy vote or vote in person at the Annual Meeting. Abstentions and any broker non-votes will be counted toward the quorum requirement.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Innoviva or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.

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How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published, if available, on a Current Report on Form 8-K that we expect to file with the SEC within four business days after the end of the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to report preliminary results, and to file an amendment to such Form 8-K to report the final results within four business days after the final results are known to us.

Who will solicit and pay the cost of soliciting proxies for the Annual Meeting?

We will pay for the entire cost of soliciting proxies. We have engaged D.F. King & Co., Inc. to assist in the solicitation of proxies for the Annual Meeting at a cost that is not expected to exceed $25,000 plus reasonable out-of-pocket expenses. In addition to these mailed proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. If you choose to access the proxy materials and/ or vote through the Internet, you are responsible for any Internet access charges you may incur.

What does it mean if multiple members of my household are stockholders but we only received one set of proxy materials in the mail?

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the proxy materials to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written request, we will deliver promptly a separate copy of the Notice of Annual Meeting of Stockholders and, if applicable, the proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the proxy materials, stockholders should send their requests to our investor relations department at investor.relations@inva.com. Stockholders who hold shares in street name (as described below) may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

When are stockholder proposals due for next year’s Annual Meeting?

If you wish to submit a proposal to be considered for inclusion in next year’s proxy materials or nominate a director, your proposal must be in proper form according to SEC Regulation 14A, Rule 14a-8 and be received by the Corporate Secretary of the Company on or before November 24, 2026. If you wish to submit a proposal to be presented at the 2027 annual meeting of stockholders but which will not be included in the Company’s proxy materials, your Solicitation Notice, as defined in our Bylaws, must be received by the Corporate Secretary of the Company at Innoviva, Inc., 1350 Old Bayshore Highway, Suite 400, Burlingame, California 94010, Attention: Corporate Secretary, no earlier than February 3, 2027, and no later than March 5, 2027. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than Innoviva nominees must provide notice that sets forth the information required by Rule 14a-19 no later than March 5, 2027. You are advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. Innoviva’s current Bylaws may be found on the corporate governance subsection of the investor relations section of our corporate website at “www.inva.com.”

Who can help answer my questions?

If you are a shareholder and have any questions about attending the Annual Meeting or how to vote or direct a vote in respect of your shares, you may call D.F. King & Co., Inc, our proxy solicitor, by calling (877) 732-3613 (toll-free), or banks and brokers can call (646) 981-1287.

If you have any questions regarding the proxy materials, please visit our website at www.inva.com or contact our investor relations department at investor.relations@inva.com.

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PROPOSAL 1

ELECTION OF DIRECTORS

Our Board of Directors currently consists of five directors. The five nominees for election to the Board of Directors at the Annual Meeting, and their ages as of the Record Date, their positions and offices held with the Company and certain biographical information are set forth below. Your proxy cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement.

The Board of Directors unanimously recommends that you vote “FOR” all of the Board of Directors’ nominees.

Each director to be elected will hold office until the next annual meeting of stockholders, or until the director’s death, resignation or removal or until they are replaced. All of the nominees listed below are currently directors of the Company and their nomination has been recommended by the Nominating/Corporate Governance Committee and approved by the Board of Directors. It is our policy to encourage nominees for director to attend the Annual Meeting. All of our five directors serving as of our 2025 annual meeting attended the meeting.

All of the nominees named in this Proxy Statement have been nominated by our Board of Directors to be elected by holders of our Common Stock and each person nominated for election has agreed to serve if elected. We are not aware of any reason why any nominee would be unable to serve as a director. If a nominee for election is unable to serve, the shares represented by all valid proxies will be voted for the election of any other person that our Board of Directors may nominate as a substitute.

NOMINEES

Name	Age	Positions and Offices Held With the Company
Mark A. DiPaolo, Esq.	55	Director
Jules Haimovitz	75	Director
Sarah J. Schlesinger, M.D.	66	Director
Derek A. Small	50	Director
Pavel Raifeld	42	Director &
		Chief Executive Officer

We have determined that each of these director nominees (“nominated Director”) possesses the requisite communication skills, personal integrity, business judgment, ability to make independent analytical inquiries, and willingness to devote adequate time and effort necessary to serve as an effective member of the Board of Directors. Other specific experiences, qualifications, attributes or skills of nominees that contributed to our conclusion that the nominees should serve as directors are noted below.

Nominated Directors

Mark A. DiPaolo, Esq. has served as a member of our Board of Directors since February 2018 and as Chairperson of the Board of Directors since May 2023. Mr. DiPaolo is a member of the Compensation Committee of the Board of Directors (the “Compensation Committee”), a member of the Audit Committee of the Board of Directors (the “Audit Committee”) and a member of the Nominating/Corporate Governance Committee of the Board of Directors (“the Nominating/Corporate Governance Committee”). Mr. DiPaolo previously served as a member of the board of directors of Amarin Corporation plc, a publicly traded healthcare company, and currently serves as a member of the board of directors of OneIM Acquisition Corp., a blank check company, since December 2025. From May 2013 to May 2025, Mr. DiPaolo was a Senior Partner and the General Counsel of Sarissa Capital Management LP, a registered investment advisor. From 2005 to 2013, Mr. DiPaolo served as a senior member of Icahn Capital’s investment team. Prior to working with Icahn Capital, Mr. DiPaolo was an M&A attorney with Willkie Farr & Gallagher LLP. From August 2017 to September 2018, Mr. DiPaolo had been a member of the board of directors of Novelion Therapeutics, Inc., a publicly traded biopharmaceutical company. Mr. DiPaolo received his B.A. degree from Fordham University and his J.D. degree from Georgetown University. Mr. DiPaolo’s substantial experience in operations, transactions, law and corporate governance and knowledge of our field contributed to our conclusion that he should serve as a director.

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Jules Haimovitz has served as a member of our Board of Directors since February 2018. He is currently the chair of the Audit Committee, a member of the Compensation Committee and a member of the Nominating/Corporate Governance Committee. Mr. Haimovitz is currently President of Haimovitz Consulting, Inc. and on the board of directors of Armata Pharmaceuticals, Inc., where he previously served in the role as chairman until March 2023 and a member of its compensation committee. He previously served as a member of the board of directors of Ariad Pharmaceuticals, where he was also a member of the audit committee; Dial Global, Inc., where he was also member of the audit committee; and Imclone Pharmaceuticals, where he served as chairperson of the audit committee. Mr. Haimovitz has also served as Chief Executive Officer or Chief Operating Officer of the following companies: Spelling Entertainment, Inc., King World Productions and VJN, Inc. Mr. Haimovitz holds a B.S. (1971) and M.A. (1974) degree in Mathematics from Brooklyn College. Mr. Haimovitz has demonstrated leadership in his field, and his knowledge of financial and financing matters and his prior board service contributed to our conclusion that he should serve as a director.

Sarah J. Schlesinger, M.D. has served as a member of our Board of Directors since February 2018. She is currently Chair of Nominating/Corporate Governance Committee, a member of the Compensation Committee and a member of the Audit Committee. Dr. Schlesinger is an Associate Professor of Clinical Investigation at Rockefeller University and Senior Attending Physician at Rockefeller University Hospital. Dr. Schlesinger led the Dendritic Cell section of the Division of Retrovirology at the Walter Reed Army Institute of Research and was also a member of the Division of Infectious and Parasitic Disease Pathology at the Armed Forces Institute of Pathology from 1994 to 2002. In 2002, Dr. Schlesinger rejoined Rockefeller University and began working with the International AIDS Vaccine Initiative as a Scientist in Vaccine Research and Design. Dr. Schlesinger has been a member of Rockefeller University Hospital’s Institutional Review Board (“IRB”) (Ethics Committee) since 2003 and previously served as IRB’s vice-chairperson. In 2017 she assumed the position of chairperson of the IRB. She is currently the director of the education and training programs at Rockefeller University Center for Clinical and Translational Science and serves on the Medical Staff Executive Committee of Rockefeller University Hospital. Dr. Schlesinger currently serves on the board of directors at Armata Pharmaceuticals, Inc. and as the chairman of its nominating/corporate governance committee and as a member of its compensation committee and also serves on the board of two non-profits: The Albert Einstein College of Medicine and The Hastings Center, the pre-eminent center for the study of bioethics. Dr. Schlesinger served as an independent corporate director of Ariad Pharmaceuticals from 2013 until its sale to Takeda Pharmaceutical Company Limited in 2017. Dr. Schlesinger has a B.A. degree from Wellesley College and a M.D. from Rush Medical College in Chicago, Illinois. Dr. Schlesinger has demonstrated leadership in her field and her substantial knowledge of our industry contributed to our conclusion that she should serve as a director.

Derek A. Small has served as a member of our Board of Directors since April 2024. Mr. Small is currently the Chair of the Compensation Committee, a member of the Audit Committee and a member of the Nominating/Corporate Governance Committee. He is a Managing Director at Luson Bioventures, a biopharmaceutical venture creation firm, which he founded in 2007. Mr. Small has served as chief executive officer or chairman of seven of Luson Bioventures’s new ventures, and he is currently co-founder, chairman, and chief executive officer of Monument Biosciences, and co-founder, chief executive officer and a member of the board of directors of Syndeio Biosciences, Inc. (formerly known as Gate Neurosciences, Inc.); both are privately held portfolio venture creations of Luson Bioventures. Previously, Mr. Small co-founded an infectious disease and GI focused company called Assembly Biosciences (Nasdaq: ASMB), serving as president and chief executive officer through 2019, and continued on the board of directors of Assembly Biosciences until 2020. During this time, Mr. Small also served as founder and chief executive officer of Assembly China, which developed and commercialized Assembly China’s novel Hepatitis B therapies in Asia. From 2008 to 2014, Mr. Small served as a founding director, president and chief executive officer of Naurex, Inc., a privately held company developing novel therapies for central nervous system and psychiatry disorders. In 2014, Naurex’s clinical assets were acquired by Allergan. Naurex Inc.’s preclinical programs formed the basis for a spinout company, Aptinyx, Inc. (Nasdaq: APTX). From 2008 to 2012, Mr. Small served as a founding director, president and chief executive officer of privately held biotechnology company Coferon, Inc., which is developing a novel self-assembling chemistry platform with transformative potential. Mr. Small currently serves on the board of directors for Biocrossroads, a non-profit life sciences organization, and other private companies, and serves as an advisor to multiple academic institutions. Mr. Small received a B.S. degree in business from Franklin College and studied global business at Harlaxton College in England. Mr. Small has demonstrated leadership in his field, his knowledge of our industry and experience in our industry contributed to our conclusion that he should serve as a director.

Pavel Raifeld, CFA, was appointed to the position of Chief Executive Officer of the Company in 2020 and has served as a member of the Company’s Board of Directors since May 2025. Prior to his appointment, Mr. Raifeld served on the investment team at Sarissa Capital Management LP, an investment management firm focused on improving strategies of companies to enhance shareholder value. Earlier, he was a senior member of the healthcare investment banking team at Credit Suisse Securities (USA) LLC. Previously, Mr. Raifeld worked as a consultant, primarily specializing in advising biopharmaceutical companies, at McKinsey & Company, Inc. and The Boston Consulting Group Ltd. Mr. Raifeld earned an A.B. degree from Harvard University and an MBA degree from Columbia University. Mr. Raifeld has demonstrated leadership in his field, and his knowledge of financial and financing matters contributed to our conclusion that he should serve as a director.

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Required Vote for Proposal 1

The affirmative vote of a majority of the votes cast at the Annual Meeting is required for the election of each of the director nominees. You may vote “FOR” or “AGAINST” on each of the nominees for election as director. Shares represented by signed proxy cards will be voted on Proposal 1 “FOR” the election of Messrs. DiPaolo, Small, Raifeld, Haimovitz and Dr. Schlesinger to the Board of Directors at the Annual Meeting, unless otherwise marked on the card. Pursuant to our Amended and Restated Bylaws, a majority of votes cast means that the number of votes cast “FOR” a director’s election must exceed fifty percent (50%) of the number of votes cast with respect to that director’s election. For this purpose, votes cast shall exclude abstentions and broker non-votes. A broker non-vote with respect to the election of a director will not be voted with respect to such director, although it will be counted for purposes of determining whether there is a quorum.

Pursuant to our Corporate Governance Guidelines, as amended, each of Messrs. DiPaolo, Small, Haimovitz, Raifeld and Dr. Schlesinger have tendered an irrevocable, conditional resignation that will be effective only upon both (i) the failure of such director to receive the required vote at the Annual Meeting for reelection and (ii) our Board of Directors’ acceptance of such resignation. If any of the director nominees fail to receive the required vote for reelection, the Nominating/Corporate Governance Committee will act on an expedited basis to determine whether to accept such director’s resignation, and it will submit its recommendation for prompt consideration by our Board of Directors. The Nominating/Corporate Governance Committee and the Board of Directors may consider any factors they deem relevant in deciding whether to accept a director’s resignation. See “Election of Directors - Majority Voting Bylaw” below for more information.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS

A VOTE “FOR” EACH OF THE COMPANY’S NOMINEES.

INDEPENDENCE OF THE BOARD OF DIRECTORS

As required under the listing standards of The Nasdaq Global Market (“Nasdaq”), a majority of the members of a Nasdaq-listed company’s board of directors must qualify as “independent,” as affirmatively determined by its board of directors. Our Board of Directors consults with counsel to ensure that the Board of Directors’ determinations are consistent with all relevant laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.

Management and counsel have reviewed the directors’ responses to a questionnaire asking about their transactions, relationships and arrangements with the Company (and those of their immediate family members) and other potential conflicts of interest. Other than as set forth in this Proxy Statement, these questionnaires did not disclose any transactions, relationships or arrangements that question the independence of our directors. After reviewing this information, our Board of Directors affirmatively determined that each of Messrs. DiPaolo, Haimovitz and Small and Dr. Schlesinger are independent directors within the meaning of the applicable Nasdaq listing standards.

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ELECTION OF DIRECTORS - MAJORITY VOTING BYLAW

Our Bylaws contain a majority voting standard in uncontested elections of directors. The majority voting standard provides that a director shall be elected to the Board of Directors by the vote of the majority of the votes cast at any meeting for the election of directors at which a quorum is present. Under such a “majority voting standard,” the number of votes cast “For” the election of a nominee must exceed fifty percent (50%) of the number of votes cast with respect to that nominee’s election. Under a majority voting standard, abstentions and broker non-votes would not be counted as votes cast either “For” or “Against” a director’s election and will thus have no effect in determining whether the requisite vote had been obtained. However, in the event of a contested election of directors, directors shall be elected by the vote of a plurality of the votes cast at any meeting held for the election of directors at which a quorum is present. A contested election means any election of directors for which the Secretary of the Company determined that the number of nominees for director exceeds the number of directors to be elected as of the date seven days prior to the scheduled mailing date of the proxy statement for such meeting. In a contested election, stockholders shall not be permitted to vote against any nominee.

Pursuant to our Corporate Governance Guidelines, as amended, the Board of Directors shall nominate for election or reelection as director only candidates who have tendered, in advance of such nomination, an irrevocable, conditional resignation that will be effective only upon both (i) the failure to receive the required vote at the next stockholders’ meeting at which such person faces reelection and (ii) the Board of Directors’ acceptance of such resignation. In addition, the Board of Directors shall fill director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board of Directors, the same form of resignation tendered by other directors in accordance with our Corporate Governance Guidelines, as amended.

Under the Corporate Governance Guidelines, as amended, if an incumbent director fails to receive the required vote for reelection, the Nominating/Corporate Governance Committee will act on an expedited basis to determine whether to recommend that the Board of Directors accept such director’s irrevocable, conditional resignation, and the Nominating/Corporate Governance Committee shall submit such recommendation for prompt consideration by the Board of Directors. The Board of Directors shall decide whether to accept such resignation and shall promptly disclose and explain its decision in a Current Report on Form 8-K (or successor form) filed with the SEC within ninety (90) days after the date the results of the relevant election are certified by the inspector of elections. An incumbent director whose resignation is under consideration shall abstain from participating in the Nominating/Corporate Governance Committee’s deliberations and recommendation regarding such resignation as well as the Board of Directors’ deliberations and its decision regarding such resignation. The Nominating/Corporate Governance Committee may consider any factors it deems relevant in deciding whether to recommend that the Board of Directors accept a director’s resignation. In deciding whether to accept a director’s resignation, the Board of Directors shall consider the recommendation of the Nominating/ Corporate Governance Committee, the factors considered by the Nominating/Corporate Governance Committee and any additional information and factors that the Board of Directors believes to be relevant. If the incumbent director’s resignation is not accepted by the Board of Directors, he or she shall continue to serve until his or her successor is elected and qualified, or until sooner displaced. If the Board of Directors accepts such an incumbent director’s resignation or if a nominee who failed to receive the required vote is not an incumbent director, the Board of Directors may fill the resulting vacancy or decrease the size of the Board of Directors in accordance with the Company’s Bylaws.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES

As required under Nasdaq listing standards, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. The Chairperson of the Board of Directors typically presides over these executive sessions. The Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating/Corporate Governance Committee. The following table provides membership for and meeting information for each of the Board of Directors’ committees during 2025:

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Director	Audit	Compensation	Nominating/ Corporate Governance
Mark A. DiPaolo, Esq.	X	X	X
Jules Haimovitz	X	X	X
Sarah J. Schlesinger, M.D.	X	X	X
Derek A. Small	X	X	X
Pavel Raifeld
Sapna Srivastava, Ph.D.*		X
Odysseas D. Kostas, M.D.*
Total meetings in fiscal year 2025	4	5	4

* Drs. Kostas and Srivastava were not on the slate for reelection at the 2025 Annual Shareholder Meeting.

The following table provides membership information for each of the Board of Directors’ committees as of the Record Date:

Director	Audit		Compensation		Nominating/ Corporate Governance
Mark A. DiPaolo, Esq.	X		X		X
Jules Haimovitz	X	*	X		X
Sarah J. Schlesinger, M.D.	X		X		X	*
Derek A. Small	X		X	*	X
Pavel Raifeld

* Current Committee Chairperson

Below is a description of each committee of the Board of Directors. The Board of Directors has determined that each member of the Audit Committee, the Compensation Committee, and the Nominating/Corporate Governance Committee meets the applicable rules and regulations regarding “independence” and that each such member is free of any relationship that would interfere with his individual exercise of independent judgment with regard to the Company.

Audit Committee

The Audit Committee oversees our accounting practices, systems of internal controls, enterprise risk management and financial reporting processes. For this purpose, the Audit Committee performs several functions. The Audit Committee determines and approves the engagement of the independent auditors; determines whether to retain or terminate the existing independent auditors or to appoint and engage new independent auditors; reviews and approves all audit and permissible non-audit services provided by our independent auditors; confers with management and the independent auditors regarding the effectiveness of internal controls, financial reporting processes and disclosure controls; reviews our overall enterprise risk management framework, consults with management and the independent auditors regarding our policies governing financial risk management; reviews and discusses reports from the independent auditors on critical accounting policies used by us; establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; reviews and approves related-person transactions in accordance with our policies and procedures with respect to related-person transactions and applicable Nasdaq rules; reviews the financial statements to be included in our Annual Report on Form 10-K; and discusses with management and the independent auditors the results of the annual audit and the results of quarterly reviews and any significant changes in our accounting principles. In addition, following the execution of our strategic transaction with Sarissa Capital Management LP (“Sarissa Capital”) in December 2020, the Audit Committee assumed the responsibility to manage, on behalf of the Board of Directors, the relationship with Sarissa Capital. This includes the responsibility to make all decisions, and take all actions,

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under our agreements with Sarissa Capital. Our Audit Committee charter can be found on the corporate governance section of our corporate website at www.inva.com. The current members of the Audit Committee are Jules Haimovitz (Chairperson), Mark A. DiPaolo, Esq., Sarah J. Schlesinger, MD, and Derek A. Small. The Audit Committee met 4 times during 2025. Prior to or promptly following the Annual Meeting, we expect the Board of Directors to appoint directors to the Audit Committee following the expiration of the current Audit Committee members’ terms.

The Board of Directors annually reviews the Nasdaq listing standards definition of independence for Audit Committee members and has determined that all current and prospective members of our Audit Committee are independent (as independence is currently defined in the Nasdaq listing standards). The Board of Directors has determined that Jules Haimovitz is an audit committee financial expert as defined by Item 407(d) of Regulation S-K. The Board of Directors made a qualitative assessment of Mr. Haimovitz’s level of knowledge and experience based on a number of factors, including his educational and professional backgrounds and experiences.

Compensation Committee

The Compensation Committee reviews and approves our overall compensation strategy and policies. Specifically, the Compensation Committee reviews and approves corporate performance goals and objectives relevant to the compensation of our executive officers and other senior management; reviews and approves the compensation and other terms of employment of our principal executive officer and other executive officers; approves the individual bonus programs in effect for the principal executive officer, other executive officers and key employees for each fiscal year; recommends to the Board of Directors the compensation of the directors; recommends to the Board of Directors the adoption or amendment of equity and cash incentive plans and approves the adoption of and amendments to these plans; grants stock options and other equity awards; administers our equity incentive plans and similar programs; monitors application of stock ownership guidelines; and administers, concurrently with the Board of Directors, the executive officer recoupment policy. A more detailed description of the Compensation Committee’s functions can be found in the Compensation Committee’s charter, which is published in the corporate governance section of our website at www.inva.com. The current members of the Compensation Committee are Derek A. Small (Chairperson), Mark A. DiPaolo, Esq., Jules Haimovitz and Sarah J. Schlesinger, M.D. All current members of the Compensation Committee are independent (as independence is defined for board members in the Nasdaq listing standards and as independence is defined for compensation committee members in the Nasdaq listing standards). Prior to or promptly following the Annual Meeting, we expect the Board of Directors to appoint directors to the Compensation Committee following the expiration of the current Compensation Committee members’ terms.

The Compensation Committee met 5 times during 2025. Our Chief Executive Officer does not participate in the determination of his own compensation or the compensation of directors. However, he may make recommendations to the Compensation Committee regarding the amount and form of the compensation of the other executive officers and key employees and may participate in the Compensation Committee deliberations about their compensation. No other executive officers participate in the determination of the amount or form of the compensation of executive officers or directors.

Nominating/Corporate Governance Committee

The Nominating/Corporate Governance Committee is responsible for identifying, reviewing and evaluating candidates to serve as directors of the Company (consistent with criteria approved by the Board of Directors), evaluating and making recommendations to the Board of Directors concerning stockholder nominees for election as directors, reviewing and evaluating incumbent directors, recommending to the Board of Directors for selection candidates for election to the Board of Directors, making recommendations to the Board of Directors regarding the membership of the committees of the Board of Directors, assessing the performance of the Board of Directors and advising the Board of Directors on corporate governance principles for the Company. Our Nominating/ Corporate Governance Committee charter can be found on the corporate governance section of our corporate website at www.inva.com. The current members of the Nominating/Corporate Governance Committee are Sarah J. Schlesinger, M.D. (Chairperson), Mark A. DiPaolo, Esq., Jules Haimovitz, and Derek A. Small. Prior to or promptly following the Annual Meeting, we expect the Board of Directors to appoint directors to the Nominating/Corporate Governance Committee following the expiration of the current Nominating/Corporate Governance Committee members’ terms. All current members of the Nominating/Corporate Governance Committee are independent (as independence is currently defined in the Nasdaq listing standards). The Nominating/Corporate Governance Committee met 4 times during 2025.

Our Nominating/Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements and having the highest personal integrity and ethics. The Nominating/Corporate Governance Committee also considers such factors as having relevant expertise upon which to be able to offer advice and guidance to management, sufficient time to devote to our affairs, demonstrated excellence in his or her field, the ability to exercise sound business judgment and the commitment to rigorously represent the long-term interests of our

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stockholders. However, the Nominating/Corporate Governance Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of our Board of Directors, our operating requirements and the long-term interests of our stockholders. In the case of incumbent directors, our Nominating/Corporate Governance Committee reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence. In the case of new director candidates, the Nominating/Corporate Governance Committee also determines whether the nominee must be independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating/Corporate Governance Committee uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating/Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board of Directors. The Nominating/Corporate Governance Committee meets to discuss and consider such candidates’ qualifications and then selects a nominee for recommendation to the Board of Directors by majority vote.

The Nominating/Corporate Governance Committee will consider director candidates recommended by stockholders and evaluate them using the same criteria as candidates identified by the Board of Directors or the Nominating/Corporate Governance Committee for consideration. If a stockholder of the Company wishes to recommend a director candidate for consideration by the Nominating/Corporate Governance Committee, the stockholder recommendation should be delivered to the Corporate Secretary of the Company at the principal executive offices of the Company and must include information regarding the candidate and the stockholder making the recommendation as required by the Stockholder - Director Communications Policy. Our Stockholder - Director Communications Policy can be found in the corporate governance section of our website at www.inva.com.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Each of Mark A. DiPaolo, Esq., Derek A. Small, Jules Haimovitz, Sarah J. Schlesinger, M.D, and Sapna Srivastava, Ph.D. served on the Compensation Committee during 2025. None of the members of the Compensation Committee in 2025 were, at any time during that fiscal year (or at any other time), an officer or employee of the Company. None of our executive officers serve as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors or our Compensation Committee, except as disclosed in the Certain Relationships and Related Persons Transactions section of this Proxy Statement.

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BOARD LEADERSHIP STRUCTURE

Mr. Mark A. DiPaolo has served as a member of our Board of Directors since February 2018 and Chairperson of the Board of Directors since May 2023. The Board Chairperson serves as chairperson for meetings of the Board of Directors and coordinates the activities of the Board of Directors, including coordinating an appropriate schedule of Board of Directors and committee meetings, developing agendas for meetings of the Board of Directors, coordinating on the quality, quantity and timeliness of information submitted by management to directors, discussing the results of the Chief Executive Officer’s performance evaluation with the Chairperson of the Compensation Committee and coordinating with the Corporate Secretary responses to questions and/or concerns from stockholders, employees or other interested parties.

The roles of Chairperson and Chief Executive Officer remain separate, which we believe allows our Chief Executive Officer to focus on the day-to-day operations of the business, while further enabling the Chairperson of the Board of Directors to lead the Board of Directors in its fundamental role of providing advice to, and independent oversight of, management. Our Board of Directors recognizes the time, effort and energy that our Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our Chairperson of the Board of Directors, particularly as our business initiatives have expanded and the Board of Directors’ oversight responsibilities continue to grow. We believe that having separate positions and having a non-employee director serve as Chairperson of the Board of Directors is the appropriate leadership structure for our Company at this time and demonstrates our commitment to good corporate governance.

LEAD INDEPENDENT DIRECTOR

Whenever the Chairperson is not an independent director, the Board of Directors may determine to designate a Lead Independent Director. Dr. Sarah J. Schlesinger served as Lead Independent Director from May 2023 to May 2025, at which point Mark A. DiPaolo was deemed to be independent. The Lead Independent Director’s responsibilities included presiding at all meetings of the Board of Director at which the Chairperson of the Board of Director is not present, including executive sessions of non-employee directors and independent directors, consulting with the Chairperson of the Board of Director regarding agendas for all meetings of the Board of Director as well as contributing to and approving them, monitoring and coordinating with management on corporate governance issues and developments, serving as a liaison between the Chairperson of the Board and the independent directors, and if requested by major shareholders, being available for consultation and direct communication. In addition, the Lead Independent Director had the authority to call meetings of the independent directors.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 4 times during 2025. Each director attended 75% or more of the aggregate of the meetings of the Board of Directors and of the committees on which he or she served, held during the period for which such member was a director or committee member.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Stockholders interested in communicating with the Board of Directors or a particular director should send correspondence to Innoviva, Inc. at 1350 Old Bayshore Highway, Suite 400, Burlingame, California 94010, Attention: Corporate Secretary. Each communication should set forth (i) the name and address of the stockholder as it appears on the Company’s books and, if the Common Stock is held by a brokerage firm or other intermediary, the name and address of the beneficial owner of the Common Stock and (ii) the number of shares of the Company’s Common Stock that are owned of record by the record holder and beneficially by the beneficial owner. Pursuant to our stockholder-director communications policy, the Corporate Secretary has been instructed, in his/her discretion, to screen out communications from stockholders that are not related to the duties and responsibilities of the Board of Directors. If deemed an appropriate communication, the Corporate Secretary will forward such communication, depending on the subject matter, to the chairperson of a committee of the Board of Directors or a particular director, as appropriate.

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CODE OF BUSINESS CONDUCT

The Company has adopted the Innoviva, Inc. Code of Business Conduct that applies to all directors, officers and employees. The Code of Business Conduct, as amended and restated on January 24, 2023, is available on the corporate governance section of our website at www.inva.com. If the Company makes any substantive amendments to the Code of Business Conduct or grants any waiver from a provision of the Code of Business Conduct to any executive officer or director, the Company will promptly disclose the nature of the amendment or waiver as required by applicable law.

DIRECTOR COMPENSATION

Our non-employee directors receive both cash and equity compensation for services provided as a director. Equity compensation is structured as periodic grants under a program implemented under our 2012 Equity Incentive Plan (“2012 Incentive Plan”), which are non-discretionary.

During 2025, the Compensation Committee retained Meridian Compensation Partners LLC (“Meridian”), a compensation consulting firm, as its independent compensation consultants to provide analyses and recommendations with respect to our director compensation programs. The Compensation Committee considered their recommendations in setting 2025 director compensation and discussed the final director compensation arrangements to ensure that the package was in-line with market norms and consistent with our overall compensation philosophy. For additional information regarding the Compensation Committee’s engagement of Meridian, please see the section titled “Compensation Discussion and Analysis”.

Cash Compensation. Each member of our Board of Directors who is not an employee was paid the following retainers for Board of Directors and committee service in 2025:

•

$50,000 annual retainer for service as a member of our Board of Directors;

•

an additional $50,000 annual retainer for service as the Chairperson of our Board of Directors, however, considering the role of the Lead Independent Director and in consultation with our Compensation Committee and Meridian, from January 1, 2025 through the 2025 Annual Meeting, our Board of Directors modified the $50,000 annual retainer, for service as the Chairperson of our Board of Directors to $25,000 and allocated the remaining annual retainer of $25,000 for service as the Lead Independent Director of our Board of Directors;

•

$10,000 annual retainer for service as a member of our Audit Committee;

•

an additional $35,000 annual retainer for service as the chairperson of our Audit Committee;

•

$10,000 annual retainer for service as a member of our Compensation Committee;

•

an additional $25,000 annual retainer for service as the chairperson of our Compensation Committee;

•

$5,000 annual retainer for service as a member of our Nominating/Corporate Governance Committee;

•

an additional $15,000 annual retainer for service as the chairperson of our Nominating/Corporate Governance Committee; and

•

a quarterly retainer of up to $10,000 (per board) for service as a member of the Board of Directors and committee(s) of one or more of the Company’s direct or indirect affiliates or portfolio companies (the “Portfolio Retainer”). The actual amount of the Portfolio Retainer for each board will be based on whether and to what extent the director is undercompensated for such service.

The members of our Board of Directors are also eligible for reimbursement for their expenses incurred in attending Board of Directors’ meetings and other Company business matters in accordance with Company policy.

Equity Compensation. Our non-employee directors receive the following initial equity awards upon joining our Board of Directors and annual equity awards in connection with each annual meeting of stockholders:

•

Annual Equity Awards - Upon the conclusion of each regular annual meeting of stockholders, each non-employee director who continues to serve as a member of the Board of Directors is automatically granted (i) a restricted stock unit (“RSU”) award covering a number of shares of our Common Stock equal to $225,000 divided by the closing price of a share of our Common Stock on the date of grant, rounded down to the nearest whole share and (ii) an option to purchase 10,000 shares of our Common Stock with a per-share exercise price equal to the closing price of a share of our Common

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Stock on the date of grant. Each annual RSU and option award vests on the sooner of the next annual stockholder meeting or the one year anniversary of the date of grant, subject to the director’s continuous service through such date.

•

Initial Equity Awards - On the date of joining our Board of Directors, each new non-employee director is automatically granted a one-time initial RSU award covering a number of shares of our Common Stock equal to $125,000 divided by the closing price of a share of our Common Stock on the date of grant, rounded down to the nearest whole share. This initial RSU award vests in two equal annual installments over the director’s first two years of service. In addition, the new non-employee director also receives the annual equity award described above (if joining on the date of our annual meeting of stockholders) or a pro-rated annual equity award (if joining on any other date) that vests on the sooner of the next annual stockholder meeting or the one-year anniversary of the date of grant. The size of each pro-rated annual equity award is based on the number of whole months remaining until the anniversary of the prior year’s stockholders’ meeting.

All RSU and nonstatutory stock option awards granted to our non-employee directors pursuant to the grant program will vest in full if the Company is subject to a change in control, or the director dies or becomes disabled while in service, and the RSU awards will be settled in shares of our Common Stock on the vesting date. Additionally, all RSU awards granted to our non-employee directors pursuant to the grant program carry dividend equivalent rights to be credited with an amount equal to all cash dividends paid on the underlying shares of our Common Stock while unvested, which are paid in cash upon vesting.

2025 Director Compensation Table

The following table sets forth all of the compensation awarded to, earned by, or paid to each person who served as a director during 2025.

	Fees Earned or Paid in Cash		Stock Awards		Option Awards		Total
Name	($)⁽¹⁾		($)⁽²⁾		($)⁽³⁾		($)
Odysseas D. Kostas, M.D.⁽⁴⁾		19,231		-		-		19,231
Mark A. DiPaolo⁽⁵⁾		105,838		224,995		72,241		403,074
Jules Haimovitz		150,000		224,995		72,241		447,236
Sarah J. Schlesinger, M.D.		99,615		224,995		72,241		396,851
Sapna Srivastava, Ph.D⁽⁶⁾		32,692		-		-		32,692
Derek A. Small		86,634		224,995		72,241		383,870
Pavel Raifeld⁽⁷⁾		-		-		-		-

(1)	Includes the annual retainers earned or paid to each director.

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(2)

The amounts in this column represent the aggregate grant date fair value of stock awards granted to the director during 2025 computed in accordance with FASB ASC Topic 718. See Note 10 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed with the SEC on February 25, 2026, for a discussion of all assumptions made by the Company in determining the grant date fair value of our equity awards. For each director, excluding Mr. Kostas and Ms. Srivastava, the amount includes the grant date fair value of an RSU award with respect to 12,077 shares of our Common Stock granted on May 19, 2025. The aggregate number of shares of our Common Stock subject to unvested RSU awards as of December 31, 2025 for each director who served as of December 31, 2025 was: 12,077 shares for Mr. DiPaolo, 12,077 shares for Mr. Haimovitz, 12,077 shares for Dr. Schlesinger, and 16,098 shares for Mr. Small.

(3)

The amounts in this column represent the aggregate grant date fair value of option awards granted to the director during 2025 computed in accordance with FASB ASC Topic 718. See Note 10 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed with the SEC on February 25, 2026, for a discussion of all assumptions made by the Company in determining the grant date fair value of our equity awards. For each director, excluding Mr. Kostas and Ms. Srivastava, the amount includes the grant date fair value of an option to purchase 10,000 shares of our Common Stock granted on May 19, 2025. The aggregate number of shares of our Common Stock subject to outstanding and unexercised option awards (whether vested or unvested) as of December 31, 2025 for each director who served as of December 31, 2025 was: 40,000 shares for Mr. DiPaolo, 40,000 shares for Mr. Haimovitz, 40,000 shares for Dr. Schlesinger, and 20,833 shares for Mr. Small.

(4)	Mr. Kostas served as director until the Annual Meeting of Stockholders held on May 19, 2025. His cash compensation for the fiscal year ending December 31, 2025 was pro-rated to reflect the portion of the year he served on the board. His cash compensation was paid to Sarissa Capital.

(5)	Cash compensation paid to Sarissa Capital up until May 19, 2025.

(6)	Dr. Srivastava served as director until the Annual Meeting of Stockholders held on May 19, 2025. Her cash compensation for the fiscal year ending December 31, 2025 was pro-rated to reflect the portion of the year she served on the board.

(7)	Mr. Raifeld does not receive compensation for his role as director as he is the Company’s Chief Executive Officer.

NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP GUIDELINES

The Board of Directors has adopted stock ownership guidelines for non-employee directors. Pursuant to these guidelines, beginning after five years of service, non-employee directors are expected to hold shares of our Common Stock (including RSUs, whether or not vested) with a value equal to at least ten times their annual base cash retainer. Messrs. DiPaolo and Haimovitz, and Dr. Schlesinger are in compliance with the guideline. As Mr. Small has not served on the Board of Directors for five years, he is not required to meet the share ownership thresholds under the guideline.

INSIDER TRADING POLICY

We have adopted an insider trading policy (the “Insider Trading Policy”) governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, employees, and other covered persons. Pursuant to our Insider Trading Policy, hedging or monetization transactions, such as zero-cost collars, forward sale contracts and others, require pre-clearance from our Chief Executive Officer, Chief Accounting Officer or to the senior Legal Officer before any of our directors, officers, employees, or other covered persons may enter into such transactions. We also follow procedures for the repurchase of our securities. We believe that our Insider Trading Policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy of the Amended and Restated Insider Trading Policy is filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2025.

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PROPOSAL 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

In accordance with SEC rules, stockholders are being asked to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. This is commonly referred to as a “Say-On-Pay” proposal.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. As described further in the “Security Ownership of Certain Beneficial Owners and Management” section of this Proxy Statement, including the “Compensation Discussion and Analysis” and the related tables and narrative, the primary goals of our compensation program are to fairly compensate employees, attract and retain highly qualified employees, motivate the performance of our employees towards, and reward the achievement of, clearly defined corporate goals, and align our employees’ long-term interests with those of our stockholders.

2025 marked an excellent year for Innoviva, demonstrating strength across all areas of our business. While our royalty business provided stable and resilient cash flow, our therapeutics business, Innoviva Specialty Therapeutics (“IST”) continued to expand its product portfolio and drive global sales growth.

Key highlights included:

•

Solid revenue performance with total revenue of $411 million, representing 15% year-over-year growth, driven by strong IST revenue growth, with IST U.S. sales increasing 47% year-over-year to $119 million, and global IST revenue reaching $175 million

•

Expansion of commercial portfolio with the successful mid-2025 launch of ZEVTERA^® in the U.S.

•

XACDURO^® and ZEVTERA^® nominated as Best Pharmaceutical Product by the Galien Foundation for the 2025 Prix Galien USA Award

•

FDA approval of our fifth product, NUZOLVENCE^®

Beyond our product and market successes, we saw significant advances and value creation across our strategic healthcare assets portfolio, most notably at Armata Pharmaceuticals, while maintaining disciplined capital deployment. We invested over $75 million in high-potential opportunities and initiated a new $125 million share repurchase program. We also achieved net income per diluted share of $3.30 and ended the year well-capitalized with nearly $645 million in cash and receivables, positioning us for continued long-term value creation.

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking stockholders to vote on the following resolution:

RESOLVED, that the Company’s stockholders approve the compensation paid to the Company’s named executive officers, as disclosed pursuant to the SEC compensation disclosure rules, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

This Say-On-Pay vote is advisory, and therefore not binding on our Compensation Committee or Board of Directors. Our Board of Directors and our Compensation Committee value the opinions of our stockholders, however, and will carefully review and consider the voting results when evaluating our executive compensation programs.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 2.

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PROPOSAL 3

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Deloitte & Touche LLP, independent registered public accounting firm, as our independent auditors for the fiscal year ending December 31, 2026 and has further directed that management submit the selection of independent auditors for ratification by the stockholders at the Annual Meeting. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm. However, the Board of Directors is submitting the selection of Deloitte & Touche LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee of the Board of Directors will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board of Directors in its discretion may direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting will be required to ratify the selection of Deloitte & Touche LLP. Abstentions will be counted toward the tabulation of votes cast on proposals presented to the stockholders and will have the same effect as negative votes. Broker non-votes are counted toward a quorum, but are not counted for any purpose in determining whether this matter has been approved.

Audit and Non-Audit Fees

The following table represents aggregate fees billed or to be billed to the Company for the fiscal years ended December 31, 2025 and 2024, respectively by Deloitte & Touche LLP and by Grant Thornton LLP, our principal accountant.

	Fiscal Year Ended December 31,
	2025		2024
	(in thousands)
Audit Fees⁽¹⁾	$	1,812	$	1,691
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total Fees	$	1,812	$	1,691

(1)

For professional services rendered for the integrated audits of annual financial statements, including the audit of annual financial statements for the years ended December 31, 2025 and 2024 and the audit of internal control over financial reporting as of December 31, 2025 and 2024. For the years ended December 31, 2025 and 2024, the audit fees also include the review of quarterly financial statements included in our quarterly reports on Form 10-Q, fees for services associated with our registration statements, and accounting consultations.

All fees described above were pre-approved by the Audit Committee.

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PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services rendered by our independent registered public accounting firm. The Audit Committee pre-approves specified services in defined categories of audit services, audit-related services and tax services up to specified amounts, as part of the Audit Committee’s approval of the scope of the engagement of our independent registered public accounting firm or on an individual case-by-case basis before our independent registered public accounting firm is engaged to provide a service. No services other than audit services were rendered by Deloitte and Touche LLP during 2025 and 2024.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS

A VOTE “FOR” PROPOSAL 3.

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PROPOSAL 4

APPROVAL OF THE 2026 EQUITY INCENTIVE PLAN

Overview

In this Proposal 4, we are requesting stockholders to approve and adopt the Innoviva, Inc. 2026 Equity Incentive Plan (the “2026 Plan”), and the material terms thereunder. A total of 9,000,000 shares of Common Stock will be reserved for issuance under the 2026 Plan, which represents approximately 10% of our outstanding Common Stock on a fully diluted basis as of March 9, 2026. All of the shares will also be available for grant in the form of incentive stock options. Our Board of Directors approved the 2026 Plan on March 16, 2026 subject to stockholder approval at the annual meeting. If stockholders approve this Proposal 4 (such approval date, the “Initial Stockholder Approval Date”), the 2026 Plan will become effective and no additional awards will be made thereafter under the Theravance, Inc. 2012 Equity Incentive Plan (the “2012 Plan”). If the 2026 Plan is not approved by the stockholders, it will not become effective, no awards will be granted thereunder and awards will continue to be made under the 2012 Plan. The 2026 Plan is described in more detail below. A copy of the 2026 Plan is attached to this Proxy Statement as Exhibit A.

As of March 9, 2026, approximately 170 employees and four non-employee directors would have been eligible to participate in the 2026 Plan if it had been adopted on such date, and we expect that the same or similar number of employees and non-employee directors will be eligible to participate in the 2026 Plan following its approval. The closing price of our common stock on Nasdaq Global Select Market on March 9, 2026 was $22.32.

Our Board of Directors was assisted by its independent compensation consultant, Meridian Compensation Partners, LLC, in determining the appropriate number of authorized shares to reserve under the 2026 Plan, taking into account multiple factors, including the Company’s grant history and current expectations with respect to future awards.

Contingent Grants

In connection with its approval of the 2026 Plan, on February 23, 2026 and March 9, 2026, our Compensation Committee approved, contingent on stockholder approval of the 2026 Plan, certain equity compensation awards to be granted under the 2026 Plan in the form of options to purchase 875,077 shares of Common Stock with a per share exercise price equal to the closing price of a share of Common Stock on the date of the annual meeting at which the 2026 Plan is approved, and 508,676 RSUs to certain executive officers and other members of the Company that are subject to time-based vesting conditions and are conditioned upon approval of the 2026 Plan (the “Contingent Awards”). The grant of the Contingent Awards is subject to stockholder approval of the 2026 Plan and will be made immediately following the end of the Annual Meeting at which the 2026 Plan is approved. In the event that stockholder approval of the 2026 Plan pursuant to this Proposal 4 is not obtained, the Contingent Awards will not be made.

The following includes the executive officers to whom the Contingent Awards subject to stockholder approval of the 2026 Plan were made:

Name and Principal Position	Stock Options Subject to Contingent Awards	RSUs Subject to Contingent Awards
Pavel Raifeld, Chief Executive Officer	312,500	126,646
Stephen Basso, Chief Financial Officer and President of IST	93,750	37,994
Marianne Zhen, CPA, Chief Accounting Officer	31,500	12,766
Executive Officers as a group	502,872	203,798
Non-Executive Directors as a group	-	-
Non-Executive Officer Employees and Independent Contractors as a group	372,205	304,878

See also “New Plan Benefits.” The Contingent Awards are intended to create further incentives for affected participants to increase stockholder value, align participant interests with those of our stockholders and encourage continued service. If the 2026 Plan is approved, the Contingent Awards will be granted. If the 2026 Plan is not approved, the Contingent Awards will not be granted and

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we may not be able to grant equity awards to meet our incentive and retention needs in a highly competitive market, which could have an adverse impact on our business.

Rationale for Approving the 2026 Plan

We believe that the 2026 Plan is essential to our success. The 2026 Plan seeks to enhance our ability to attract and retain the types of directors, employees and consultants who will contribute to our long range success; and promote the success of our business. Equity awards are intended to motivate high levels of performance and align the interests of our directors, employees and consultants with those of our stockholders by giving directors, employees and consultants the perspective of an owner and providing a means of recognizing economic benefit resulting from their contributions to our success. Our Board of Directors and management believe that equity awards are necessary to remain competitive in our industry and are essential to recruiting and retaining the highly qualified individuals who help us meet our goals. Based on a review of our historical practices and anticipated future grant activity as our business continues to grow, our Board of Directors believes that the proposed share reserve will allow us to grant equity awards to directors, employees, and other services providers through 2031.

Our Board of Directors believes that adopting the 2026 Plan is critical in enabling us to continue offering effective equity compensation to our directors, employees, and service providers, allowing us to continue to take advantage of the critical motivation and retention benefits that equity compensation provides as we continue to compete for talent.

If our stockholders approve this Proposal 4, the Contingent Awards will be issued to certain of our executive officers and other members of the Company’s leadership team from the 2026 Plan share reserve pursuant to this Proposal 4, and there will be additional shares to make future grants to the Company’s employees and service providers in furtherance of the goals set forth above. If our stockholders do not approve this Proposal 4, then the proposed reservation of 9,000,000 additional shares to be made available for awards under the 2026 Plan shall not be made. In such event, the grant of the Contingent Awards shall not become effective, which our Board of Directors and Compensation Committee believes would negatively impact retention of our executive officers and other members of the Company’s leadership team. Our Board of Directors believes the failure to approve the 2026 Plan would negatively impact the ability of the Company to adequately recruit, incentivize, and retain talent.

Key Features of the 2026 Plan

The 2026 Plan and our related governance practices and policies include many features designed to protect stockholder interests. A summary of these features follows, and a more detailed description of the features is included under the heading “Summary of the 2026 Plan” below. The summaries in this proposal do not provide a complete description of all provisions of the 2026 Plan and are qualified in their entirety by reference to the full text of the 2026 Plan, which is attached to this Proxy Statement as Exhibit A.

• Fungible Share Counting. To align share usage with award value, the 2026 Plan uses a fungible ratio under which full-value awards reduce the share pool by 1.45 shares per share awarded as compared to options and stock appreciation rights which reduce the pool on a 1-for-1 basis.

• No Repricing. The 2026 Plan prohibits the repricing of awards, including cash buyouts, without stockholder approval.

• No Liberal Definition of “Change in Control.” The change in control definition contained in the 2026 Plan is not a “liberal” definition that would be triggered on mere stockholder approval of a transaction.

• Non-Employee Director Award Limits. The value of awards granted to any non-employee director pursuant to the 2026 Plan in any year may not exceed $750,000, determined using the grant-date fair value for accounting purposes.

• No Discounted Stock Options or Stock Appreciation Rights. Except with respect to substitute awards granted in connection with a corporate transaction, all stock options and stock appreciation rights must have an exercise price or base price equal to or greater than the fair market value of the underlying shares of Common Stock on the date of grant.

• Limitation on Term of Stock Options and Stock Appreciation Rights. The maximum term of a stock option or stock appreciation right under the 2026 Plan is 10 years, provided, that if the stock option or stock appreciation right would expire during a blackout period where trading is prohibited due to insider trading rules, the stock option or stock

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appreciation right exercise period will be automatically extended until the tenth day following the expiration of such prohibition.

• Clawback. Awards granted under the 2026 Plan are subject to our Policy for the Recovery of Erroneously Awarded Compensation, which can be found as Exhibit 97 to our Form 10-K filed on February 25, 2025, and such other clawback and/or recoupment policies as may be in effect from time to time.

• No Automatic Grants. The 2026 Plan does not provide for automatic grants to any participant.

• No Tax Gross-Ups. The 2026 Plan does not provide for any tax gross-ups.

• Future Increases to Share Reserve Require Stockholder Approval. The 2026 Plan provides that any increase in the share reserve available under the plan must be approved by our stockholders.

Dilution Analysis

If stockholders approve this Proposal 4, then the sum of (i) 9,000,000 Shares, (ii) the number of Shares underlying any option or stock appreciation right outstanding under the 2012 Plan as of the Initial Stockholder Approval Date that expires or is canceled, forfeited, settled in cash, or otherwise terminated without delivery to the participant of the full number of Shares to which such an option or stock appreciation right related (applying the same share counting rules as set forth in “Authorized Shares” below), and (iii) 1.45 Shares for each Share underlying any outstanding stock award (other than an option or stock appreciation right) outstanding under the 2012 Plan as of the Initial Stockholder Approval Date that expires or is canceled, forfeited, settled in cash, or otherwise terminated without delivery to the participant of the full number of Shares to which such stock award related (applying the same share counting rules as set forth in “Authorized Shares” below) will be available for awards under the 2026 Plan on or after its effective date.

The table below shows our potential dilution (referred to as “overhang”) levels based on our fully diluted shares of common stock and our request for 9,000,000 new shares to be available for awards under the 2026 Plan. The request for 9,000,000 shares to be reserved under the 2026 Plan represents 10% of the fully diluted shares of our Common Stock as of March 9, 2026, as described in the table below. The Board of Directors believes that this number of shares of Common Stock under the 2026 Plan represents a reasonable amount of potential equity dilution, which will allow us to continue awarding stock rights, and that such stock rights are an important component of the Company’s equity compensation program.

Potential Overhang as of March 9, 2026
Stock Options Outstanding as of March 9, 2026⁽¹⁾		2,815,212
Weighted Average Exercise Price of Stock Options Outstanding as of March 9, 2026	$	16.09
Weighted Average Remaining Term of Stock Options Outstanding as of March 9, 2026	2.39 years
Outstanding Full Value Awards as of March 9, 2026⁽²⁾		789,179
Total Equity Awards Outstanding as of March 9, 2026⁽¹⁾⁽²⁾		3,604,391
Shares Available for Grant under the 2012 Plan as of March 9, 2026		11,218
Additional Shares Requested under the 2026 Plan		9,000,000
Total Potential Overhang under the 2026 Plan		12,615,609
Shares of Common Stock Outstanding as of March 9, 2026		74,051,362
Convertible Equity Shares as of March 9, 2026		9,955,375
Fully Diluted Shares of Common Stock		87,611,128

Potential Dilution to Stockholders of 9 Million Additional Shares Requested under the 2026 Plan as a Percentage 10% of Fully Diluted Shares of Common Stock

(1)

Represents the number of outstanding stock option awards under the 2012 Plan.

(2)

The 789,179 Full Value Awards are comprised of time-based restricted stock units and restricted stock awards granted to employees and non-employee directors under the 2012 Plan.

(3)

Between March 9, 2026 and the date of the Annual Meeting, no awards will be granted under the 2012 Plan.

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Based on our current equity award practices and anticipated future grant activity, along with expected business growth, the Board of Directors estimates that the proposed authorized share reserve under the 2026 Plan will be sufficient to support equity award grants for approximately five years. This is only an estimate, and circumstances could cause the share reserve to be used more quickly or more slowly. These circumstances include, but are not limited to, the future price of our common stock, the mix and grant value of cash, options and full value awards provided as long-term incentive compensation, grant amounts provided by our competitors, hiring activity, and promotions during the next few years.

Share Usage

The table below sets forth the following information regarding the awards granted under the 2012 Plan: (i) the share usage for each of the last three calendar years and (ii) the average share usage rate over the last three calendar years. The share usage for each specified year has been calculated as (i) the sum of (x) all stock options granted in the applicable year, (y) all time-based stock units and stock awards granted in the applicable year, and (z) all performance-based stock units and stock awards granted in the applicable year at target value, divided by (ii) the weighted average number of shares of common stock outstanding for the applicable year. Dividend equivalents are not included in the share usage calculation because none have been granted.

	Element	2025	2024	2023	Three- Year Average
(a)	Time-Based Stock Units and Stock Awards Granted	661,596	501,965	389,487	517,683
(b)	Performance-Based Stock Units and Stock Awards Granted	-	-	-	-
(c)	Total Full Value Awards (a+b)	661,596	501,965	389,487	517,683
(d)	Stock Options Granted	870,021	1,061,625	828,100	919,915
(e)	Total Full Value Awards and Stock Options Granted (c+d)	1,531,617	1,563,590	1,217,587

SEC Form DEF 14A filed by Innoviva Inc.