Innventure Inc 2025年度报告

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-42303 INNVENTURE, INC. (Exact name of registrant as specified in its charter)___________________________ (321) 209-6787Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). As of June 30, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant wasapproximately $126,807,206 based on a closing price of $4.80 as reported on the Nasdaq Global Market on that date. Solely for purposesof this disclosure, shares of common stock held by executive officers, directors, and beneficial holders of 10% or more of the outstandingcommon stock of the registrant as of such date have been excluded because such persons may be deemed to be affiliates As of March23, 2026, the registrant had 80,069,319 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement (the “Proxy Statement”) for the 2026 Annual Meeting of Stockholders are incorporated hereinby reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such Proxy Statement will be filed with theSecurities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2025. PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities48Item 6.[Reserved]48Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations49Item 7A.Quantitative and Qualitative Disclosures About Market Risk61Item 8.Financial Statements and Supplementary Data62Item 9.Changes in and Disagreements with Accountants On Accounting and Financial Disclosure130Item 9A.Controls and Procedures130Item 9B.Other Information131Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections132 PART III Item 10.Directors, Executive Officers and Corporate Governance133Item 11.Executive Compensation133Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters133Item 13.Certain R