innv-20260429

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

SCHEDULE 14A

______________________________

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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

INNVENTURE, 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 all boxes that apply):
☒	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

MESSAGE FROM THE CHIEF EXECUTIVE OFFICER

Dear Fellow Innventure Stockholders,

We are pleased to invite you to join us at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of

Innventure, Inc. (the “Company,” “we,” “our,” or “Innventure”) to be held on Wednesday, June 17 at 10:00 a.m. Eastern

Time by means of a virtual conference. We value your voice and believe it is important that your shares are represented at

our Annual Meeting. We urge you to cast your vote as soon as possible by telephone, via the Internet or by mail.

The following notice of the Annual Meeting (the “Notice”) and proxy statement (the “Proxy Statement” or

“Proxy”) describe the various matters that will be voted on. During the meeting, we will open the floor for you to ask

questions.

The Company’s board of directors (the “Board of Directors” or “Board”) recommends that you vote:

•FOR the election of the three nominees to serve as Class II directors on our Board of Directors, each for a

three-year term expiring at the 2029 Annual Meeting of Stockholders; and

•FOR the ratification of the appointment of Withum Smith+Brown, P.C. as our independent registered public

accounting firm for the fiscal year ending December 31, 2026.

Please refer to the accompanying Proxy Statement for detailed information on each of the proposals and the

Annual Meeting. On behalf of the Board of Directors, executives and all Innventure team members, we appreciate your

continued support of Innventure.


	April 30, 2026

	Gregory W. Haskell Chief Executive Officer and Director

NOTICE OF 2026 ANNUAL GENERAL MEETING

2026 Annual General Meeting of Stockholders (the “Annual Meeting”) Details


Date and Time:	June 17, 2026 10:00 a.m. Eastern Time

Record Date:	April 20, 2026	You may vote if you were a stockholder at the close of business on April 20, 2026 (the “Record Date”). A list of stockholders as of the close of business on the Record Date will be available for examination by stockholders during the Annual Meeting and for a period of 10 days prior to the Annual Meeting. If you would like to view the stockholder list in advance of the Annual Meeting, please contact us at investorrelations@innventure.com to schedule an appointment and make arrangements.
Place:	www.virtualshareholdermeeting.com/INV2026

Proxy Mail Date:	April 30, 2026

For additional Annual Meeting details, please see “General Information About the Annual Meeting and Voting” in

the Proxy Statement.

Voting: Stockholders are invited to attend the live virtual meeting. Even if you plan to attend, we encourage you

to vote in advance of the meeting. You may cast your vote via:


	Internet www.proxyvote.com	Mail mark, sign, date & return your proxy card
	Phone 1-800-690-6903	Live at the virtual Annual Meeting www.virtualshareholdermeeting.com/INV2026

Please see “How to Vote” below for specific instructions on how to vote through each of these channels.

At our Annual Meeting, our stockholders will be asked to:

1.Elect three Class II directors, Bruce Brown, James O. Donnally and Catriona Fallon, as recommended by

the Nominating and Corporate Governance Committee, each being nominated to serve for a three-year term expiring at the

2029 Annual Meeting of Stockholders;

2.Ratify the appointment of Withum Smith+Brown, P.C. as our independent registered public accounting

firm for the fiscal year ending December 31, 2026; and

3.Transact any other business that may properly come before the Annual Meeting or any adjournment or

postponement thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June

17, 2026: Our Annual Report on Form 10-K for the year ended December 31, 2025, and the Proxy Statement are available

free of charge at www.proxyvote.com.

Investor Relations

Innventure, Inc.

6900 Tavistock Lakes Boulevard, Suite 400

Orlando, Florida 32827

investorrelations@innventure.com


	By order of the Board of Directors,

	Suzanne Niemeyer General Counsel

-i-

TABLE OF CONTENTS


NOTICE OF 2026 ANNUAL GENERAL MEETING	1
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	1
PROPOSAL ONE—ELECTION OF DIRECTORS	6
Board Recommendation	7
CORPORATE GOVERNANCE	8
Our Board of Directors	8
Our Executive Officers	10
Involvement by Officers or Directors in Certain Legal Proceedings	10
Governance Overview	10
Board Composition	11
Board Orientation and Continuing Education	11
Director Independence	11
Director Nominations	11
Board Leadership Structure	13
Board’s Role in Risk Oversight	13
Board Committees	14
Executive Sessions	16
Director Meeting Attendance	17
Stockholder Communications with the Board	17
Code of Business Conduct and Ethics	17
Corporate Governance Guidelines	17
Compensation Clawback Policy	17
Insider Trading and Anti-Hedging Policies and Procedures	18
Executive Officer and Director Stock Ownership Guidelines	18
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	19
Transactions with Innventus ESG Fund I, L.P.	19
Transactions with AeroFlexx	19
Transactions with Accelsius	20
Settlement of Bridge Financing	20
Other Related Party Transactions	22
Review, Approval or Ratification of Transactions with Related Parties	23
Limitation of Liability and Indemnification of Directors and Executive Officers	23
Related Party Transaction Policy	23
Report of the Audit Committee of the Board	23
PROPOSAL TWO—RATIFY WITHUM SMITH+BROWN P.C. AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026	25
Change in Auditor	25
Audit Matters	26
Board Recommendation	26
Vote Required	27
EXECUTIVE AND DIRECTOR COMPENSATION	28
2025 Summary Compensation Table	28
Outstanding Equity Awards at 2025 Fiscal Year-End	31
Additional Narrative Disclosure	32
Director Compensation	33
2025 Director Compensation	34
STOCK OWNERSHIP	35
Stock Ownership of Major Stockholders, Executive Officers, Directors and Director Nominees	35
Delinquent Section 16(a) Reports	38

-ii-

TABLE OF CONTENTS

(continued)


Securities Authorized for Issuance Under Equity Compensation Plans	39
OTHER INFORMATION	40
Proxy Materials	40
Delivery of Proxy Materials to Households	40

Forward-looking statements. Except for historical and factual information contained herein, matters set forth in

this Proxy Statement identified by words such as “expects,” “believes,” “will” and similar expressions are forward-looking

statements under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), and are subject to the “safe harbor” protection thereunder. These forward-looking

statements are not guarantees of future results and are based on current expectations only and are subject to uncertainties.

These risks and uncertainties include, but are not limited to, the risks detailed in the Company’s filings with the Securities

and Exchange Commission (the “SEC”), including the “Risk Factors” section of our Annual Report on Form 10-K for the

fiscal year ended December 31, 2025. Actual events and results may differ materially from those anticipated by us in those

statements due to several factors, including those disclosed in our other filings with the SEC. We may change our

intentions or plans discussed in our forward-looking statements without notice at any time and for any reason and we

undertake no obligation to update any forward-looking statements made in this Proxy Statement or in our Annual Report

on Form 10-K for the fiscal year ended December 31, 2025, to reflect new events or circumstances, new information or the

occurrence of unanticipated events, except as required by law.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Purpose of the Annual Meeting. At the Annual Meeting, our stockholders will consider and vote on the

following matters:


Proposal 1:	Elect three Class II directors, Bruce Brown, James O. Donnally and Catriona Fallon, as recommended by the Nominating and Corporate Governance Committee (the “N&CG Committee”), each being nominated to serve for a three-year term expiring at the 2029 annual meeting of stockholders;

Proposal 2:	Ratify the appointment of Withum Smith+Brown, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

Proposal 3:	Transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

As of the date of this Proxy Statement, we are not aware of any business to come before the meeting other than the

first two items noted above.

Board of Directors Recommendation. Our Board of Directors unanimously recommends that you vote:


FOR	the election of the three nominees to serve as Class II directors on our Board of Directors, each for a three-year term expiring at the 2029 annual meeting of stockholders; and

FOR	the ratification of the appointment of Withum Smith+Brown, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Availability of Proxy Materials. The proxy materials, including this Proxy Statement, a proxy card and our

Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”), which we filed with the

SEC on March 30, 2026, are available for viewing, printing and downloading at www.proxyvote.com. We began making

these proxy materials available to our stockholders on or about April 30, 2026.

Who Can Vote at the Annual Meeting? Only stockholders of record at the close of business on April 20, 2026

(the “Record Date”) will be entitled to vote at the Annual Meeting. On this Record Date, there were (i) 82,094,894 shares

of common stock, par value $0.0001 per share (“Common Stock”), outstanding and entitled to vote; (ii) 35,792 shares of

Series B Preferred Stock, par value of $0.0001 per share (the “Series B Preferred Stock”), outstanding and entitled to vote;

and (iii) 159,270 shares of Series C Preferred Stock, par value of $0.0001 per share (the “Series C Preferred Stock”),

outstanding and entitled to vote.

Each share of Common Stock is entitled to one vote on each matter to be voted on at the Annual Meeting. Each

share of our Series B Preferred Stock is entitled to 0.97 votes on each matter to be voted on at the Annual Meeting and each

share of our Series C Preferred Stock is entitled to 1.3 votes on each matter to be voted on at the Annual Meeting.

Furthermore, each holder of Common Stock shall vote together with the holders of the Series B Preferred Stock and the

Series C Preferred Stock as a single class.

Difference Between a “Stockholder of Record” and a Beneficial Owner of Shares Held in “Street Name.”

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Equiniti Trust

Company, LLC, then you are considered the “stockholder of record” of those shares. In this case, your Notice of

Availability (as defined below) has been sent to you directly by us. You may vote your shares by proxy prior to the Annual

Meeting by following the instructions contained in the Notice, the Notice of Availability, the proxy card and in the section

titled “How to Vote” below.

Beneficial Owner of Shares Held in Street Name. If your shares are held by a bank, broker or other nominee, then

you are considered the beneficial owner of those shares, which are held in “street name.” In this case, your Notice of

Availability will be sent to you by that organization. The organization holding your shares is considered the stockholder of

record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to instruct that

organization as to how to vote the shares held in your account by following the instructions contained on the voting

instruction card provided to you by that organization.

Do the Series B Preferred Stockholders Have Voting Rights? Yes. As described in the certificate of designation

for the Series B Preferred Stock (the “Series B Certificate of Designation”), for each whole share of Series B Preferred

Stock held by the holder as of the Record Date, the holders of the Series B Preferred Stock will be entitled to cast the

number of votes equal to (i) the Original Issue Price, which is $10.00, divided by (ii) $10.35, which is the Minimum Price

(which shall have the meaning assigned in Nasdaq Listing Rule 5635(d)) as of the initial issue date of the Series B

Preferred Stock, and will vote with the holders of the Common Stock and Series C Preferred Stock as a single class and on

an as-converted basis, except as provided by law or applicable “Nasdaq Listing Rules” of the Nasdaq Global Market

(“Nasdaq”) and subject to certain other limitations as set forth in the Series B Certificate of Designation. Following this

calculation, each share of our Series B Preferred Stock is entitled to 0.97 votes on each matter to be voted on at the Annual

Meeting.

Do the Series C Preferred Stockholders Have Voting Rights? Yes. As described in the certificate of designation

for the Series C Preferred Stock (the “Series C Certificate of Designation”), for each whole share of Series C Preferred

Stock held by the holder as of the Record Date, the holders of the Series C Preferred Stock will be entitled to cast the

number of votes equal to (i) the Original Issue Price, which is $10.00, divided by (ii) $7.72, which is the Minimum Price

(which shall have the meaning assigned in Nasdaq Listing Rule 5635(d)) as of the initial issue date of the Series C

Preferred Stock, and will vote with the holders of the Common Stock and Series B Preferred Stock as a single class and on

an as-converted basis, except as provided by law or applicable Nasdaq Listing Rules and subject to certain other limitations

as set forth in the Series C Certificate of Designation. Following this calculation, each share of our Series C Preferred Stock

is entitled to 1.3 votes on each matter to be voted on at the Annual Meeting.

Why Did I Receive a Notice in the Mail Regarding the Internet Availability of Proxy Materials instead of a Full

Set of Proxy Materials?

SEC Form DEF 14A filed by Innventure Inc.