Management Change/Compensation (Form 8-K)

(b)

On May 12, 2026, Derek Small and Mark DiPaolo Esq. tendered their resignations from the Board of Directors of Innoviva, Inc. (the "Board" and the "Company"), in order to focus on the growth of Syndeio BioSciences Inc. ("Syndeio"), where Mr. Small serves as Chief Executive Officer and Mr. DiPaolo is expected to assume an executive position. The Company has made a series of investments into Syndeio and anticipates continuing to support Syndeio as a leader in the advancement of therapies for neuropsychiatric and related disorders.

The resignations of Messrs. Small and DiPaolo did not relate to any disagreement with the Company related to the Company's operations, policies or practices.

(d)

On May 18, 2026, following the resignations of Messrs. Small and DiPaolo, the Board elected Josephine Linden to serve as a member of the Board of Directors (the "Linden Effective Date"). Mrs. Linden is the founder and has been the managing member and principal of Linden Global Strategies LLC, a New York-based investment management firm registered with the Securities and Exchange Commission, since September 2011. From September 2010 to July 2011, Mrs. Linden served as an Adjunct Professor in the Finance department of Columbia Business School. In November 2008, Mrs. Linden retired from Goldman, Sachs & Co. as a Partner and Managing Director after having been with the firm for more than 25 years. Mrs. Linden has also served as a public company board member for several companies. Mrs. Linden received an M.B.A. from the University of Chicago, with a specialization in Finance, and a B.A. from the University of Sydney. It is expected that Mrs. Linden will serve on the Board's Audit Committee.

There is no arrangement or understanding between Mrs. Linden and any other persons, pursuant to which Mrs. Linden was selected as a director.

The Board has determined that Mrs. Linden qualifies as an independent director of the Board under the applicable independence rules of (A) the Securities and Exchange Commission and (B) the Nasdaq Global Select Market listing standards.

There have not been any transactions, nor are there any currently proposed transaction, in which Innoviva was or is to be a participant and the amount involved exceeds $120,000, and in which Mrs. Linden had or will have a direct or indirect material interest.

Pursuant to Innoviva's non-employee director compensation program, on the Linden Effective Date, Mrs. Linden will receive the following awards under the Company's 2026 Equity Incentive Plan: (i) a restricted stock unit ("RSU") award in the amount of $125,000 (the "Initial RSU Award"); (ii) an RSU award in the amount of $206,250 (the "Prorated Annual RSU Award"); and (iii) an award of options to purchase 9,166 shares of common stock of the Company (the "Prorated Annual Option Award"). The Initial RSU Award vests in equal annual installments on each of the first two anniversaries of the Linden Effective Date, and the Prorated Annual RSU Award and Prorated Annual Option Award each vest in a single installment on the earlier of the date of the Company's next annual stockholders' meeting and the first anniversary of the Linden Effective Date, in each case, subject to Mrs. Linden's continuous service through the applicable vesting date; provided that all such RSUs and options, to the extent then-unvested, will immediately vest in full upon a termination of Mrs. Linden's service due to her death or disability or upon a change in control of the Company.