Sec Form 3 Filing - AI Alpine (Luxembourg) S.a.r.l. @ INNIO N.V. - 2026-06-04

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
AI Alpine (Luxembourg) S.a.r.l.
2. Issuer Name and Ticker or Trading Symbol
INNIO N.V. [ INIO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2-4 RUE BECK,
3. Date of Earliest Transaction (MM/DD/YY)
06/04/2026
(Street)
LUXEMBOURG, MAL-1222
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 750,000,000 D ( 1 ) ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AI Alpine (Luxembourg) S.a.r.l.
2-4 RUE BECK
LUXEMBOURGL-1222
X
AI Alpine Parent & Cy S.C.A.
2-4 RUE BECK
LUXEMBOURGL-1222
X
ADVENT INTERNATIONAL, L.P.
PRUDENTIAL TOWER
800 BOYLSTON STREET, SUITE 3300
BOSTON, MA02199-8069
X
ADVENT INTERNATIONAL GP, LLC
PRUDENTIAL TOWER
800 BOYLSTON STREET, SUITE 3300
BOSTON, MA02199-8069
X
Abu Dhabi Investment Authority
211 CORNICHE STREET
PO BOX 3600
ABU DHABI
X
Signatures
AI ALPINE (LUXEMBOURG) S.A R.L., By: /s/ Jean-Francois Jochum, Name: Jean-Francois Jochum, Title: Authorized Signatory, By: /s/ Yves Kuhn, Name: Yves Kuhn, Title: Authorized Signatory 06/04/2026
Signature of Reporting Person Date
AI ALPINE PARENT & CY S.C.A., By: AI Alpine GP S.a r.l., its General Partner, By: /s/ Jean-Francois Jochum, Name: Jean-Francois Jochum, Title: Manager, By: /s/ Kremena Popova, Name: Kremena Popova, Title: Manager 06/04/2026
Signature of Reporting Person Date
ADVENT INTERNATIONAL, L.P., By: Advent International GP, LLC, its General Partner, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Vice President of Finance 06/04/2026
Signature of Reporting Person Date
ADVENT INTERNATIONAL GP, LLC, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Vice President of Finance 06/04/2026
Signature of Reporting Person Date
ABU DHABI INVESTMENT AUTHORITY, By: /s/ Ahmed AlNeyadi, Name: Ahmed AlNeyadi, Title: Authorized Signatory, By: /s/ Saif Surour AlMashghouni, Name: Saif Surour AlMashghouni, Title: Authorized Signatory 06/04/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities are directly held by AI Alpine (Luxembourg) S.a r.l. (the "Shareholder"), which is indirectly controlled by AI Alpine Parent & Cy S.C.A. ("AI Alpine Parent"). Various funds and accounts affiliated with Advent International, L.P. and its general partner, Advent International GP, LLC (together with Advent International, L.P., "Advent"), indirectly hold 53.8% of the equity of AI Alpine Parent and, accordingly, Advent exercises voting and investment control of the securities directly held by the Shareholder. The board of Advent International GP, LLC appoints the investment committee of Advent International, L.P. (the "Investment Committee"), which Investment Committee has voting and investment power with respect to the securities directly held by the Shareholder.
( 2 )Abu Dhabi Investment Authority ("ADIA") indirectly holds approximately 45.0% of the equity of AI Alpine Parent through Luxinva S.A., a wholly owned subsidiary of ADIA. Due to the terms of its relationship with AI Alpine Parent and such indirect holdings, ADIA may, for the purposes of and pursuant to the rules and regulations of the SEC, also be deemed to have beneficial ownership of the securities directly held by the Shareholder. ADIA is a public institution established by the Government of the Emirate of Abu Dhabi.
( 3 )Each Reporting Person and each other person referenced in this Statement disclaims Section 16 beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, if any, and this Statement shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose.

Remarks:
The board of directors of the Issuer (the "Board") currently includes members affiliated with certain of the Reporting Persons that were appointed or elected to the Board pursuant to the Relationship Agreement, dated June 4, 2026, between the Issuer and the Shareholder. As a result, the Reporting Persons may be deemed directors by deputization for purposes of Section 16 of the Exchange Act.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.