Innventure (INV) Proxy Filing summary

Executive summary

• Special Meeting scheduled for December 2, 2025, to vote on key share issuance proposals related to convertible debentures with Yorkville and potential adjournment if votes are insufficient.

• Proposals seek approval for issuing 20% or more of outstanding common stock as of specific dates in 2025, potentially diluting current shareholders.

• Convertible debentures are intended to fund working capital and operating expenses for the company and its operating subsidiaries.

• Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of 20%+ of common stock as of September 15, 2025, under September 2025 Convertible Debentures with Yorkville.

• Proposal 2: Approve issuance of 20%+ of common stock as of March 25, 2025, under March 2025 Convertible Debentures with Yorkville.

• Proposal 3: Approve adjournment of the meeting if more votes are needed for the Yorkville Proposals.

• Each proposal requires a majority of votes cast to pass; abstentions have no effect.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board is soliciting proxies and will announce preliminary voting results at the meeting, with final results filed on Form 8-K.

• Shareholder proposals for the 2026 annual meeting must be submitted by January 9, 2026, for inclusion in proxy materials.

• Universal proxy rules and advance notice provisions apply for director nominations.