INV · Innventure, Inc.

This filing signals a material governance inflection point for Innventure: the departure of Daniel Hennessy triggered a Nasdaq listing rule violation—specifically, failure to maintain the minimum three-member independent Audit Committee required under Rule 5605(c)(2)(A). With only two members remaining, the Company entered a formal cure period ending October 26, 2026, during which it must appoint a qualified third member to avoid potential delisting risk. The Board responded decisively—not just by filling the vacancy with John Hewitt, but by also nominating Catriona Fallon, whose explicit audit committee leadership credentials directly address the core deficiency. Hewitt’s appointment strengthens operational oversight, given his decades-long executive track record in Innventure’s core industrial and data center infrastructure domains and his existing board role at Accelsius, an Innventure operating company. Fallon’s nomination, meanwhile, is a targeted governance upgrade: her public-company CFO and dual-audit-committee-chair experience positions her to immediately reinforce financial reporting rigor, internal controls, and capital allocation discipline across Innventure’s multi-entity platform. Critically, both appointments follow extended engagement with shareholders—including Ascent Capital Partners—which underscores alignment between management and key investors on board composition priorities. The CEO’s framing of this as a shift 'from formation to scale' and 'from whether the model works to how it is governed' confirms that investor scrutiny will now focus intensely on execution discipline and independent oversight—not just strategic vision. Failure to resolve the Audit Committee deficiency within the cure window would escalate regulatory and reputational risk, potentially impairing access to capital and investor confidence.