Donnally James O - 25 Apr 2025 Form 4 Insider Report for Innventure, Inc. (INV)

Footnote F1

On April 25, 2025, the Glockner Family Venture Fund (the "Glockner Fund") converted 1,970,353 shares of Series C preferred stock, par value $0.0001 per share ("Series C Preferred Stock"), at the Series C conversion rate of 2.00, resulting in the issuance to the Glockner Fund of 3,940,706 shares of Innventure, Inc. (the "Issuer") common stock, par value $0.0001 per share ("Common Stock"). The Series C Preferred Stock of the Issuer is convertible into a number of shares of Common Stock equal to the Series C conversion rate, which is a fraction whose numerator is $10.00, and whose denominator is the lesser of (i) the Reset Conversion Price and (ii) $12.50, multiplied by the number of shares of Series C Preferred Stock held by such holder. The Reset Conversion Price is the greater of (i) $5.00 and (ii) the 10-trading day volume-weighted average Nasdaq Stock Market official closing price of the Common Stock, and, on April 25, 2025, the Reset Conversion Price was $5.00.

Footnote F2

Represents shares of Common Stock held directly by the Glockner Fund. The Reporting Person is a 25% owner of the Glockner Fund and is a 25% owner and the Managing Member of Bellringer Consulting Group, LLC ("Bellringer"), the general partner of the Glockner Fund. The Reporting Person has no authority over the Glockner Fund's decision-making with respect to equity or debt investments in the Issuer and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any. The inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act of 1934 (the "Exchange Act").

Footnote F3

Reflects shares of Common Stock held directly by the James O. Donnally Revocable Trust (the "Donnally Trust"). The Reporting Person has voting and investment power over the shares of Common Stock held by the Donnally Trust.

Footnote F4

Represented shares of Series C Preferred Stock held directly by the Glockner Fund. The Reporting Person is a 25% owner of the Glockner Fund and is a 25% owner and the Managing Member of Bellringer, the general partner of the Glockner Fund. The Reporting Person has no authority over the Glockner Fund's decision-making with respect to equity or debt investments in the Issuer and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any. The inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act.