Innventure, Inc.

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

INNVENTURE, INC.

(Name of Registrant as Specified In Its Charter)

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

MESSAGE FROM THE CHIEF EXECUTIVE OFFICER

Dear Fellow Innventure Stockholders,

We are pleased to invite you to join us at the 2025 Annual Meeting of stockholders (the “Annual Meeting”) of

Innventure, Inc. (the “Company”, “we”, “our”, or “Innventure”) to be held on Wednesday, June 25th at 9:00 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 of Availability” or “Notice”) and proxy statement (the

“Proxy Statement” or “Proxy”) describe the various matters that will be voted on. During the meeting, we will also

provide a corporate update and open the floor for you to ask questions.

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

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

three year term expiring at the 2028 annual meeting of stockholders;

•FOR the ratification of the appointment of BDO USA, P.C. as our independent registered public accounting

firm for the fiscal year ending December 31, 2025;

•FOR the issuance of 20% or more of the Company’s issued and outstanding Common Stock (as defined

below) as of October 2, 2024, pursuant to the Standby Equity Purchase Agreement (“SEPA”) with YA II PN,

LTD. (“Yorkville”); and

•FOR the issuance of 20% or more of the Company’s issued and outstanding Common Stock as of March 25,

2025, pursuant to the Convertible Debentures (as defined in the Proxy Statement) with Yorkville.

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.

Gregory W. HaskellChief Executive Officer and Director

NOTICE OF 2025 ANNUAL GENERAL MEETING

2025 Annual General Meeting of Stockholders Details

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

this 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:

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 I directors, Gregory W. Haskell, Daniel J. Hennessy and Michael Amalfitano, as

recommended by the Nominating and Corporate Governance Committee (“N&CG Committee”), each being nominated to

serve for a three-year term expiring at the 2028 annual meeting of stockholders;

2. Ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the

fiscal year ending December 31, 2025;

3. Approve the issuance of 20% or more of the Company’s issued and outstanding common stock as of

October 2, 2024, pursuant to the SEPA with Yorkville;

4. Approve issuance of 20% or more of the Company’s issued and outstanding common stock as of March

25, 2025, pursuant to the Convertible Debentures with Yorkville; and

5. Transactany 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

25, 2025: Our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”), and the

2025 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 NiemeyerGeneral Counsel

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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, 2024. 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, 2024, to reflect new events or circumstances, new information or the

occurrence of unanticipated events, except as required by law.