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 (Amendment No. )

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 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.

Gregory W. HaskellChief Executive Officer and Director

NOTICE OF 2026 ANNUAL GENERAL MEETING

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

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:

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. 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

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 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, 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