INVA · Innoviva, Inc.

The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

The Reporting Person was granted restricted stock units ("RSUs") and non-statutory stock options ("Options") upon their appointment to the Issuer's Board of Directors ("Board") on May 18, 2026 (the "Effective Date").

Options and additional RSUs were granted and will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of the Effective Date, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date, with accelerated vesting upon the Reporting Person's death, disability, or in the event of a "change in control" (as defined in the Issuer's 2026 Equity Incentive Plan), provided that the Reporting Person has not experienced a termination prior to such "change in control," death or disability.

The Reporting Person was granted restricted stock units ("RSUs") and non-statutory stock options ("Options") upon their appointment to the Issuer's Board of Directors ("Board") on May 18, 2026 (the "Effective Date").

Options and additional RSUs were granted and will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of the Effective Date, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date, with accelerated vesting upon the Reporting Person's death, disability, or in the event of a "change in control" (as defined in the Issuer's 2026 Equity Incentive Plan), provided that the Reporting Person has not experienced a termination prior to such "change in control," death or disability.

The Reporting Person was granted restricted stock units ("RSUs") and non-statutory stock options ("Options") upon their appointment to the Issuer's Board of Directors ("Board") on May 18, 2026 (the "Effective Date").

The RSUs vest in equal installments on each of the first two anniversaries of the Effective Date.

Includes 1,123 shares of common stock acquired under the Innoviva, Inc. Employee Stock Purchase Plan on May 15, 2026.

Includes 1,123 shares of common stock acquired under the Innoviva, Inc. Employee Stock Purchase Plan on May 15, 2026.

The Reporting Person was conditionally granted time-vested restricted stock units ("RSUs") and non-statutory stock options ("Options"). The RSUs and Options were granted subject to stockholder approval of the Issuer's 2026 Equity Incentive Plan at the Issuer's 2026 annual meeting of stockholders on May 4, 2026, as disclosed in the Issuer's Schedule 14A filed with the Securities and Exchange Commission ("SEC") on March 24, 2026.

Twenty-five percent of each of the RSUs and Options vest on February 20, 2027 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date, with accelerated vesting (i) with respect to the Options, in the event of a "change in control" (as defined in the Issuer's 2026 Equity Incentive Plan) in which the options are not assumed or replaced, provided that the Reporting Person has not experienced a termination prior to such "change in control," or (ii) with respect to the Options and the RSUs, in the event that the Reporting Person experiences an "involuntary termination" of employment within 24 months following a "change in control" where such awards are assumed or substituted, subject to an effective release of claims.

The Reporting Person was conditionally granted time-vested restricted stock units ("RSUs") and non-statutory stock options ("Options"). The RSUs and Options were granted subject to stockholder approval of the Issuer's 2026 Equity Incentive Plan at the Issuer's 2026 annual meeting of stockholders on May 4, 2026, as disclosed in the Issuer's Schedule 14A filed with the Securities and Exchange Commission ("SEC") on March 24, 2026.

Twenty-five percent of each of the RSUs and Options vest on February 20, 2027 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date, with accelerated vesting (i) with respect to the Options, in the event of a "change in control" (as defined in the Issuer's 2026 Equity Incentive Plan) in which the options are not assumed or replaced, provided that the Reporting Person has not experienced a termination prior to such "change in control," or (ii) with respect to the Options and the RSUs, in the event that the Reporting Person experiences an "involuntary termination" of employment within 24 months following a "change in control" where such awards are assumed or substituted, subject to an effective release of claims.

The Reporting Person was granted restricted stock units ("RSUs") and non-statutory stock options ("Options") upon the conclusion of the Issuer's 2026 annual meeting of stockholders. 100% of the RSUs and Options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date, with accelerated vesting upon the Reporting Person's death, disability, or in the event of a "change in control" (as defined in the Issuer's 2026 Equity Incentive Plan), provided that the Reporting Person has not experienced a termination prior to such "change in control," death or disability.

The Reporting Person was granted restricted stock units ("RSUs") and non-statutory stock options ("Options") upon the conclusion of the Issuer's 2026 annual meeting of stockholders. 100% of the RSUs and Options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date, with accelerated vesting upon the Reporting Person's death, disability, or in the event of a "change in control" (as defined in the Issuer's 2026 Equity Incentive Plan), provided that the Reporting Person has not experienced a termination prior to such "change in control," death or disability.

The Reporting Person was granted restricted stock units ("RSUs") and non-statutory stock options ("Options") upon the conclusion of the Issuer's 2026 annual meeting of stockholders. 100% of the RSUs and Options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date, with accelerated vesting upon the Reporting Person's death, disability, or in the event of a "change in control" (as defined in the Issuer's 2026 Equity Incentive Plan), provided that the Reporting Person has not experienced a termination prior to such "change in control," death or disability.

The Reporting Person was granted restricted stock units ("RSUs") and non-statutory stock options ("Options") upon the conclusion of the Issuer's 2026 annual meeting of stockholders. 100% of the RSUs and Options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date, with accelerated vesting upon the Reporting Person's death, disability, or in the event of a "change in control" (as defined in the Issuer's 2026 Equity Incentive Plan), provided that the Reporting Person has not experienced a termination prior to such "change in control," death or disability.

The Reporting Person was granted restricted stock units ("RSUs") and non-statutory stock options ("Options") upon the conclusion of the Issuer's 2026 annual meeting of stockholders. 100% of the RSUs and Options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date, with accelerated vesting upon the Reporting Person's death, disability, or in the event of a "change in control" (as defined in the Issuer's 2026 Equity Incentive Plan), provided that the Reporting Person has not experienced a termination prior to such "change in control," death or disability.

The Reporting Person was conditionally granted time-vested restricted stock units ("RSUs") and non-statutory stock options ("Options"). The RSUs and Options were granted subject to stockholder approval of the Issuer's 2026 Equity Incentive Plan at the Issuer's 2026 annual meeting of stockholders on May 4, 2026, as disclosed in the Issuer's Schedule 14A filed with the Securities and Exchange Commission ("SEC") on March 24, 2026.

Twenty-five percent of each of the RSUs and Options vest on February 20, 2027 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date, with accelerated vesting (i) with respect to the Options, in the event of a "change in control" (as defined in the Issuer's 2026 Equity Incentive Plan) in which the options are not assumed or replaced, provided that the Reporting Person has not experienced a termination prior to such "change in control," or (ii) with respect to the Options and the RSUs, in the event that the Reporting Person experiences an "involuntary termination" of employment within 24 months following a "change in control" where such awards are assumed or substituted, subject to an effective release of claims.

The Reporting Person was granted restricted stock units ("RSUs") and non-statutory stock options ("Options") upon the conclusion of the Issuer's 2026 annual meeting of stockholders. 100% of the RSUs and Options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date, with accelerated vesting upon the Reporting Person's death, disability, or in the event of a "change in control" (as defined in the Issuer's 2026 Equity Incentive Plan), provided that the Reporting Person has not experienced a termination prior to such "change in control," death or disability.

The Reporting Person was conditionally granted time-vested restricted stock units ("RSUs") and non-statutory stock options ("Options"). The RSUs and Options were granted subject to stockholder approval of the Issuer's 2026 Equity Incentive Plan at the Issuer's 2026 annual meeting of stockholders on May 4, 2026, as disclosed in the Issuer's Schedule 14A filed with the Securities and Exchange Commission ("SEC") on March 24, 2026.

Twenty-five percent of each of the RSUs and Options vest on February 20, 2027 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date, with accelerated vesting (i) with respect to the Options, in the event of a "change in control" (as defined in the Issuer's 2026 Equity Incentive Plan) in which the options are not assumed or replaced, provided that the Reporting Person has not experienced a termination prior to such "change in control," or (ii) with respect to the Options and the RSUs, in the event that the Reporting Person experiences an "involuntary termination" of employment within 24 months following a "change in control" where such awards are assumed or substituted, subject to an effective release of claims.

The Reporting Person was granted restricted stock units ("RSUs") and non-statutory stock options ("Options") upon the conclusion of the Issuer's 2026 annual meeting of stockholders. 100% of the RSUs and Options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date, with accelerated vesting upon the Reporting Person's death, disability, or in the event of a "change in control" (as defined in the Issuer's 2026 Equity Incentive Plan), provided that the Reporting Person has not experienced a termination prior to such "change in control," death or disability.

The Reporting Person was conditionally granted time-vested restricted stock units ("RSUs") and non-statutory stock options ("Options"). The RSUs and Options were granted subject to stockholder approval of the Issuer's 2026 Equity Incentive Plan at the Issuer's 2026 annual meeting of stockholders on May 4, 2026, as disclosed in the Issuer's Schedule 14A filed with the Securities and Exchange Commission ("SEC") on March 24, 2026.

Twenty-five percent of each of the RSUs and Options vest on February 20, 2027 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date, with accelerated vesting (i) with respect to the Options, in the event of a "change in control" (as defined in the Issuer's 2026 Equity Incentive Plan) in which the options are not assumed or replaced, provided that the Reporting Person has not experienced a termination prior to such "change in control," or (ii) with respect to the Options and the RSUs, in the event that the Reporting Person experiences an "involuntary termination" of employment within 24 months following a "change in control" where such awards are assumed or substituted, subject to an effective release of claims.

The Reporting Person was granted restricted stock units ("RSUs") and non-statutory stock options ("Options") upon the conclusion of the Issuer's 2026 annual meeting of stockholders. 100% of the RSUs and Options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date, with accelerated vesting upon the Reporting Person's death, disability, or in the event of a "change in control" (as defined in the Issuer's 2026 Equity Incentive Plan), provided that the Reporting Person has not experienced a termination prior to such "change in control," death or disability.

The Reporting Person was conditionally granted time-vested restricted stock units ("RSUs") and non-statutory stock options ("Options"). The RSUs and Options were granted subject to stockholder approval of the Issuer's 2026 Equity Incentive Plan at the Issuer's 2026 annual meeting of stockholders on May 4, 2026, as disclosed in the Issuer's Schedule 14A filed with the Securities and Exchange Commission ("SEC") on March 24, 2026.

Twenty-five percent of each of the RSUs and Options vest on February 20, 2027 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date, with accelerated vesting (i) with respect to the Options, in the event of a "change in control" (as defined in the Issuer's 2026 Equity Incentive Plan) in which the options are not assumed or replaced, provided that the Reporting Person has not experienced a termination prior to such "change in control," or (ii) with respect to the Options and the RSUs, in the event that the Reporting Person experiences an "involuntary termination" of employment within 24 months following a "change in control" where such awards are assumed or substituted, subject to an effective release of claims.

The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

Includes 604 shares of common stock acquired under the Innoviva, Inc. Employee Stock Purchase Plan on November 15, 2025.

The Reporting Person was granted a time-vested restricted stock unit ("RSU"). Twenty-five percent of the shares subject to the RSU vest on November 20, 2026 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date, with accelerated vesting (i) in the event of a "change in control" (as defined in the Issuer's 2012 Equity Incentive Plan) in which the RSU is not assumed or replaced, or (ii) in the event that the Reporting Person experiences an "involuntary termination" of employment within 24 months following a "change in control," subject to an effective release of claims. The grant was approved by the Compensation Committee of the Board of Directors of the Company.

The Reporting Person was granted a time-vested restricted stock unit ("RSU"). Twenty-five percent of the shares subject to the RSU vest on November 20, 2026 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date, with accelerated vesting (i) in the event of a "change in control" (as defined in the Issuer's 2012 Equity Incentive Plan) in which the RSU is not assumed or replaced, or (ii) in the event that the Reporting Person experiences an "involuntary termination" of employment within 24 months following a "change in control," subject to an effective release of claims. The grant was approved by the Compensation Committee of the Board of Directors of the Company.

The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

The Reporting Person was granted restricted stock units ("RSUs") and options upon the conclusion of the Issuer's 2025 annual meeting of stockholders. 100% of the RSUs and options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date.

The Reporting Person was granted restricted stock units ("RSUs") and options upon the conclusion of the Issuer's 2025 annual meeting of stockholders. 100% of the RSUs and options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date.

The Reporting Person was granted restricted stock units ("RSUs") and options upon the conclusion of the Issuer's 2025 annual meeting of stockholders. 100% of the RSUs and options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date.

The Reporting Person was granted restricted stock units ("RSUs") and options upon the conclusion of the Issuer's 2025 annual meeting of stockholders. 100% of the RSUs and options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date.

The Reporting Person was granted restricted stock units ("RSUs") and options upon the conclusion of the Issuer's 2025 annual meeting of stockholders. 100% of the RSUs and options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date.

The Reporting Person was granted restricted stock units ("RSUs") and options upon the conclusion of the Issuer's 2025 annual meeting of stockholders. 100% of the RSUs and options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date.

The Reporting Person was granted restricted stock units ("RSUs") and options upon the conclusion of the Issuer's 2025 annual meeting of stockholders. 100% of the RSUs and options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date.

The Reporting Person was granted restricted stock units ("RSUs") and options upon the conclusion of the Issuer's 2025 annual meeting of stockholders. 100% of the RSUs and options will vest at the sooner of the next annual stockholder meeting or the one-year anniversary of grant, subject to the Reporting Person's continuous service as an Outside Director through the applicable vesting date.

Includes 1.860 shares of common stock acquired under the Innoviva, Inc. Employee Stock Purchase Plan on May 15, 2025.

Includes 1,353 shares of common stock acquired under the Innoviva, Inc. Employee Stock Purchase Plan on May 15, 2025.

The Reporting Person was granted a time-vested restricted stock unit ("RSU"). Twenty-five percent of the shares subject to the RSU vest on February 20, 2026 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date, with accelerated vesting (i) in the event of a "change in control" (as defined in the Issuer's 2012 Equity Incentive Plan) in which the RSU is not assumed or replaced, or (ii) in the event that the Reporting Person experiences an "involuntary termination" of employment within 24 months following a "change in control," subject to an effective release of claims. The grant was approved by the Compensation Committee of the Board of Directors of the Company.

Twenty-five percent of the options vest on February 20, 2026 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date, with accelerated vesting (i) in the event of a "change in control" (as defined in the Issuer's 2012 Equity Incentive Plan) in which the options are not assumed or replaced, or (ii) in the event that the Reporting Person experiences an "involuntary termination" of employment within 24 months following a "change in control," subject to an effective release of claims. The grant was approved by the Compensation Committee of the Board of Directors of the Company.

On March 6, 2025, the Reporting Persons sold 1,196,746 shares of Common Stock at a weighted average price of $17.5177 per share. The shares were sold in multiple open market transactions at prices ranging from $17.48 to $17.64 per share, inclusive. The Reporting Persons undertake to provide, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote to this Form 4.

Sarissa Capital Management LP ("Sarissa Capital") is the investment advisor to Sarissa Capital Offshore Master Fund LP, Sarissa Capital Catapult Fund LLC, Sarissa Capital Hawkeye Fund LP and Sarissa Capital Master Fund II LP (collectively, the "Sarissa Funds") and may be deemed to beneficially own the shares of Common Stock directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the shares of Common Stock. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer and ultimate general partner of Sarissa Capital and is the ultimate general partner, or controls the managing member, of each of the Sarissa Funds; accordingly, Dr. Denner may be deemed to beneficially own the shares of Common Stock directly held by the Sarissa Funds by virtue of such positions.

Each of Dr. Denner, Sarissa Capital and each of the Sarissa Funds disclaims beneficial ownership of the shares of Common Stock reported herein except, in each case, to the extent of their pecuniary interest therein.