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Innoviva, Inc.

For the period ended Dec 31, 2025. Filed Feb 25, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 25, 2026

INVA$19.00-0.5%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Exhibits

Incorporated by Reference · Filed Herewith
ExhibitNumberDescriptionFormExhibitFilingDate/PeriodEnd Date
2.1Agreement and Plan of Merger, dated as of May 23, 2022, by and among Innoviva, Inc., Innoviva Merger Sub, Inc. and Entasis Therapeutics8-K2.15/24/2022
2.2Agreement and Plan of Merger, dated as of July 10, 2022, by and among Innoviva, Inc., Innoviva Acquisition Sub, Inc. and La Jolla Pharmaceutical Company8-K2.17/11/2022
3.1Amended and Restated Certificate of Incorporation8‑K99.24/28/2016
3.2Amended and Restated Bylaws, amended and restated as of January 1, 20238‑K3.11/4/2023
4.1Specimen certificate representing the common stock of the registrant10‑K4.112/31/2006
4.2Indenture, dated as of January 24, 2013 by and between Theravance, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee8‑K4.11/25/2013
4.3Form of 2.125% Convertible Subordinated Note Due 20238-K4.11/25/2013
4.4Indenture (including form of Note) with respect to Innoviva’s 2.50% Convertible Senior Notes due 2025, dated as of August 7, 2017, between Innoviva and The Bank of New York Mellon Trust Company, N.A., as trustee8‑K4.18/7/2017
4.5Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 193410-K4.92/19/2020
4.6Indenture (including form of Note) with respect to Innoviva’s 2.125% Convertible Senior Notes due 2028, dated as of March 7, 2022, between Innoviva, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee8-K4.13/8/2022
10.2Collaboration Agreement between the registrant and Glaxo Group Limited, dated as of November 14, 200210‑Q10.16/30/2014
10.3Amended and Restated Investors’ Rights Agreement by and among the registrant and the parties listed therein, dated as of May 11, 2004S‑110.136/10/2004
10.4*Strategic Alliance Agreement between the registrant and Glaxo Group Limited, dated as of March 30, 200410‑K10.1312/31/2013
10.5+Description of Cash Bonus Program, as amended10‑K10.2212/31/2009
10.6+Amendment to Change in Control Severance Plan effective December 16, 200910‑K10.4712/31/2009
10.7+2009 Change in Control Severance Plan adopted December 16, 200910‑K10.4812/31/2009
10.8Second Amendment to Amended and Restated Governance Agreement among the registrant, Glaxo Group Limited, GlaxoSmithKline plc and GlaxoSmithKline LLC, dated as of November 29, 20108‑K10.211/29/2010
10.9Amendment to Strategic Alliance Agreement, dated October 3, 201110‑K10.3412/31/2011
10.10+2012 Equity Incentive Plan, as approved by the board of directors February 8, 2012 and approved by stockholders May 16, 2012 and forms of equity award10‑Q10.386/30/2012
10.11Base Capped Call Transaction, dated January 17, 20138‑K10.11/23/2013
10.12Additional Capped Call Transaction, dated January 18, 20138‑K10.21/23/2013
10.13Master Agreement by and among Theravance, Inc., Theravance Biopharma, Inc. and Glaxo Group Limited, dated March 3, 20148‑K/A10.13/6/2014
10.14*Collaboration Agreement Amendment by and between Theravance, Inc. and Glaxo Group Limited, dated March 3, 20148‑K/A10.23/6/2014
10.15*Strategic Alliance Agreement Amendment by and between Theravance, Inc. and Glaxo Group Limited, dated March 3, 20148‑K/A10.33/6/2014
10.16Transition Services Agreement between Theravance and Theravance Biopharma, dated June 2, 20148‑K10.26/5/2014
10.17Tax Matters Agreement between Theravance and Theravance Biopharma, dated June 2, 20148‑K10.36/5/2014
10.18Employee Matters Agreement between Theravance and Theravance Biopharma, dated June 1, 20148‑K10.46/5/2014
10.19Theravance Respiratory Company, LLC Limited Liability Company Agreement between Theravance and Theravance Biopharma, dated May 31, 20148‑K10.56/5/2014
10.20Amendment/Clarification to Transition Services Agreement between Theravance and Theravance Biopharma, dated March 2, 201510‑Q10.643/31/2015
10.21+First Amendment to 2009 Change In Control Severance Plan (Renamed 2009 Severance Plan)8‑K10.27/29/2015
10.22Form of Notice of Performance‑Based Restricted Stock Award and Restricted Stock Award Agreement under 2012 Equity Incentive Plan (director form)10‑K10.762/23/2018
10.23+Second Amendment to 2009 Severance Plan10‑Q10.817/26/2018
10.24+Offer Letter with Marianne Zhen, dated September 7, 20188‑K10.19/11/2018
10.25+Offer Letter between Innoviva, Inc. and Pavel Raifeld, dated May 20, 20208‑K10.15/26/2020
10.26+Offer Letter between Innoviva, Inc. and Pavel Raifeld, dated April 29, 20228-K10.15/2/2022
10.27Strategic Advisory Agreement, dated as of December 11, 2020, by and between Sarissa Capital Management LP and Innoviva, Inc.8‑K10.112/14/2020
10.28Amended and Restated Limited Partnership Agreement of ISP Fund LP, dated as of December 11, 2020, by and among ISP Fund LP, Sarissa Capital Fund GP LP, Innoviva Strategic Partners LLC and the other parties named therein8‑K10.212/14/2020
10.29Share Repurchase Agreement, dated as of May 2021, by and between Innoviva, Inc. and Glaxo Group Limited8-K10.15/20/2021
10.30Letter Agreement, dated as of May 20, 2021, by and among Innoviva Strategic Partners LLC, ISP Fund LP and Sarissa Capital Fung GP LP8-K10.25/20/2021
10.31Capped Call Confirmation dated March 2, 2022, by and among Innoviva, Inc., Bank of America, N.A., Goldman Sachs & Co. LLC and Deutsche Bank AG, London Branch8-K10.13/8/2022
10.32Amendment No. 1 to the Investor Rights Agreement, dated May 23, 2022, by and among Innoviva, Inc. and Entasis Therapeutics Holdings Inc.8-K10.15/24/2022
10.33Support Agreement, dated July 10, 2022, by and among Innoviva, Inc., Innoviva Acquisition Sub, Inc., Tang Capital Partners, LP and Kevin C. Tang Foundation8-K10.17/11/2022
10.34Equity Purchase Agreement, dated July 13, 2022, by and among Innoviva, Inc., Innoviva TRC Holdings LLC and Royalty Pharma Investments 2019 ICAV8-K10.17/13/2022
10.35Third Amendment to Collaboration Agreement, dated July 13, 2022, by and among Innoviva, Inc., Glaxo Group Limited, and Theravance Respiratory Company, LLC.8-K10.27/13/2022
10.36+Transition Agreement between Larry Edwards and Innoviva Specialty Therapeutics, Inc., dated February 23, 2023, and Release of Claims form signed by Larry Edwards, dated April 5, 202310-Q10.15/9/2023
10.372023 Employee Stock Purchase PlanDEF 14A4/28/2023
10.38+Offer Letter between Innoviva, Inc. and Stephen Basso dated July 28, 20238-K10.18/25/2023
19Amended and Restated Insider Trading Policy and Guidelines with Respect to Certain Transactions in Securities (effective as of March 15, 2023)10-K1912/31/2024
21.1List of SubsidiariesX
23.1Consent of Independent Registered Public Accounting FirmX
23.3Consent of Ernst & Young LLP Independent Registered Public Accounting Firm of Armata Pharmaceuticals, Inc.**
31.1 · Certification of Principal Executive Officer Pursuant to Rule 13a‑14 under the Securities Exchange Act of 1934 · X
31.2 · Certification of Principal Financial Officer Pursuant to Rule 13a‑14 under the Securities Exchange Act of 1934 · X
32# · Certifications Pursuant to 18 U.S.C. Section 1350
97Innoviva Clawback Policy (effective as of October 2, 2023)10-K972/29/2024
99.1Audited Consolidated Financial Statements of Armata Pharmaceuticals, Inc. at December 31, 2025, for the year ended December 31, 2025**
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.X
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (embedded within the Inline XBRL document)X
  • Management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of Form 10‑K.
  • Confidential treatment has been granted for certain portions which are omitted in the copy of the exhibit electronically filed with the Securities and Exchange Commission. The omitted information has been filed separately with the Securities and Exchange Commission pursuant to Innoviva, Inc.’s application for confidential treatment.

** To be filed by amendment to this Annual Report on Form 10-K.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.