Innventure, Inc. has voluntarily forfeited 435,168 shares of its common stock to the company, following a decision by its Board of Directors. The forfeitures were executed by seven senior management members and directors who had previously received these shares as part of a milestone-based earnout agreement.

The shares were issued in connection with Milestone One of an earnout provision tied to a business combination agreement. According to the filing, the milestone was achieved in April 2026 after Accelsius LLC entered into a binding purchase order with DarkNX Ltd. that provided for revenue exceeding $15.0 million.

The Board determined that the specific deployment site referenced in the DarkNX Agreement is no longer available. Consequently, Accelsius has removed the DarkNX project from its 2026 forecast pending the identification of an alternative location. The Board and the individuals involved agreed that the voluntary forfeiture is in the best interest of the company and its stockholders.

The individuals who forfeited the shares are Roland Austrup, James O. Donnally, William Grieco, Gregory W. Haskell, John Scott, Michael Otworth, and David Yablunosky. The forfeiture agreements were executed on August 24, 2026. The Company’s transfer agent canceled the shares between September 8, 2026, and September 15, 2026.