Innventure, Inc.

Insider Trading Arrangements

On June 20, 2025, Daniel Hennessy, adirector of the Company, adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) that is intended to commence on October 4, 2025 and satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 1,170,262 shares of the Company’s Common Stock until May 31, 2026.

Other than as described above, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)adopted, modified orterminated a Rule 10b5-1 trading arrangement or a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) during the fiscal quarter ended June 30, 2025.

Award Modification

We are providing the following disclosures in lieu of filing a Current Report on Form 8-K relating to Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers):

As previously disclosed, on March 22, 2024, Accelsius granted 100,000 Class C Units of Accelsius (“Accelsius Incentive Units”) to Mr. Mike Otworth (Innventure’s Executive Chairman) pursuant to a Unit Issuance and Restriction Agreement (the “Award Agreement”). The Accelsius Incentive Units entitle the holders thereof to participate in distributions of Accelsius after certain members of Accelsius have received the return of an amount specified with respect to the Accelsius Incentive Unit award (the “Accelsius Distribution Threshold”). Mr. Otworth’s Accelsius Incentive Units were granted with an Accelsius Distribution Threshold of $4.41. In general, under the terms of the Award Agreement, these Accelsius Incentive Units vest over a three-year period, with 25% vesting on the grant date and 9.375% vesting quarterly beginning on the one-year anniversary of the grant date, subject to Mr. Otworth’s continued service to Accelsius or one of its subsidiaries. Approximately 46,875 units of Mr. Otworth’s Accelsius Incentive Units have not yet vested (the “Unvested Otworth Units”).

On August 11, 2025, each of the Board of Directors of Accelsius and Innventure’s Compensation Committee approved the acceleration and immediate vesting of the Unvested Otworth Units, effective as of August 14, 2025, and authorized certain officers of Accelsius to make such amendments to the Award Agreement as are necessary to effect the acceleration and immediate vesting of the Unvested Otworth Units.