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Innventure Q3 2026 net loss widens to $334M

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Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

Innventure, Inc. (INV) reported third-quarter 2026 revenue of $1.481 million, compared with $534,000 a year earlier, and a net loss of $333.838 million versus $34.735 million. Basic and diluted loss per share was $2.39, versus $0.51, and adjusted EBITDA loss was $18.828 million, compared with $17.465 million. For the first nine months, net loss was $396.535 million versus $429.684 million, while operating cash use was $74.525 million versus $56.328 million. Cash and cash equivalents were $21.952 million at September 30, 2026, plus $5 million in restricted cash.

Management said parent-level headcount was reduced from 40 to 15 since the end of the first quarter. AeroFlexx and Refinity are transitioning away from reliance on Innventure capital while the company evaluates strategic alternatives for both. The Strategic Review Committee and financial advisors are evaluating capital strategies to strengthen the company’s financial position and address near-term liquidity needs.

2 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

2 major · 3 points

How the balance works

Positive

  • Moderate pointQuarterly revenue rose to $1.481 million from $534,000.
  • Moderate pointNine-month net loss was $396.535 million, compared with $429.684 million.

Negative

  • Major pointThird-quarter net loss was $333.838 million, versus $34.735 million.
  • Major pointNine-month operating cash use was $74.525 million, versus $56.328 million.
  • Minor pointAdjusted EBITDA loss was $18.828 million, compared with $17.465 million.

Filing Explained

The higher issued-share count reduces existing holders’ percentage ownership absent offsetting changes.

This Form 8-K reports Innventure’s third-quarter results; common shares issued and outstanding were 86,556,511 on September 30, 2026, compared with 67,743,847 on December 31, 2025.

For the nine months ended September 30, 2026, the statements, in thousands, report net cash proceeds from equity issuance of $51,819 and net cash used in operating activities of $74,525. On the same nine-month basis, net equity proceeds were below operating cash use.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Third-quarter revenue $1.481 million Three months ended September 30, 2026; $534,000 in the comparable 2025 period
Third-quarter net loss $333.838 million Three months ended September 30, 2026; $34.735 million in the comparable 2025 period
Basic and diluted loss per share $2.39 per share Three months ended September 30, 2026; $0.51 per share in the comparable 2025 period
Adjusted EBITDA loss $18.828 million Three months ended September 30, 2026; $17.465 million in the comparable 2025 period
Nine-month net loss $396.535 million Nine months ended September 30, 2026; $429.684 million in the comparable 2025 period
Net cash used in operating activities $74.525 million Nine months ended September 30, 2026; $56.328 million in the comparable 2025 period
Cash and cash equivalents $21.952 million As of September 30, 2026
Parent-level headcount 15 employees Reduced from 40 since the end of the first quarter
Adjusted EBITDA financial
"Adjusted EBITDA is defined as EBITDA further adjusted"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
goodwill impairment financial
"Goodwill impairment"
Goodwill impairment occurs when a company’s valued reputation or brand strength, known as goodwill, is found to be worth less than previously recorded on its financial statements. This usually happens when the company's performance declines or market conditions change, signaling that the expected benefits from acquisitions or brand value are no longer as strong. It matters to investors because it can indicate that a company's assets are less valuable than initially thought, potentially affecting its overall financial health.
non-controlling interest financial
"Non-controlling interest"
Non-controlling interest represents the portion of ownership in a company held by investors who do not have a controlling stake, meaning they do not have enough voting power to make major decisions. It is similar to owning a minority share of a business partner’s company—while they benefit from profits, they cannot control how the company is run. This matters to investors because it shows how much of the company's value is owned by outside shareholders and affects overall financial reporting.
warrant liability financial
"Warrant liability"
Warrant liability is the financial obligation a company records when it grants warrants—special options giving the holder the right to buy company shares at a set price in the future. It matters to investors because changes in this liability can affect a company's reported earnings and overall financial health, similar to how a pending contract can influence a company's future value.
convertible promissory note financial
"Convertible promissory note, current"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
equity method investment financial
"Equity method investment loss (income)"
An equity method investment is an accounting way to report ownership in another company when an investor has significant influence (commonly around 20–50% of voting rights). Instead of listing the other company’s full assets and debts, the investor records its share of that company’s profits or losses on its own income statement—like keeping track of your share of a neighborhood bakery’s monthly earnings. Investors care because those shared profits, losses and changes in the investee’s value directly affect the investor’s reported earnings and balance sheet, so this method can materially change a company’s financial picture and valuation.
Revenue $1.481 million Compared with $534,000 in the third quarter of 2025
Net loss $333.838 million Compared with $34.735 million in the third quarter of 2025
Basic and diluted loss per share $2.39 per share Compared with $0.51 per share in the third quarter of 2025
Adjusted EBITDA loss $18.828 million Compared with $17.465 million in the third quarter of 2025

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were INV’s third-quarter 2026 revenue and net loss?

In the third quarter of 2026, INV reported revenue of $1.481 million and a net loss of $333.838 million. In the third quarter of 2025, revenue was $534,000 and net loss was $34.735 million.

How much cash did INV report at September 30, 2026?

At September 30, 2026, INV reported $21.952 million in cash and cash equivalents and $5 million in restricted cash.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0002001557False00020015572026-11-122026-11-12

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

November 12, 2026
Date of Report (date of earliest event reported)
___________________________________
Innventure, Inc.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation or organization)
001-42303
(Commission File Number)
93-4440048
(I.R.S. Employer Identification Number)
6900 Tavistock Lakes Blvd, Suite 400
Orlando, Florida 32827
(Address of principal executive offices and zip code)
(321) 209-6787
(Registrant's telephone number, including area code)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
INV
The Nasdaq Stock Market, LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02 Results of Operations and Financial Condition.
On November 12, 2026, Innventure, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended September 30, 2026, and certain other information. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number
Description of Exhibit
99.1
Press Release by Innventure, Inc. dated September 12, 2026
104
Cover Page Interactive Data File (formatted in Inline XBRL)







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INNVENTURE, INC.
Date: November 12, 2026
By:
/s/ Eric Stober
Name:
Eric Stober
Title:
Chief Financial Officer



Exhibit 99.1
Innventure Reports Third Quarter 2026 Results

Company advances strategic repositioning through substantial cost reductions and disciplined capital allocation, with resources focused on preserving and maximizing the value of its interest in Accelsius

ORLANDO, Fla., November 12, 2026 (GLOBAL NEWSWIRE) – Innventure, Inc. (NASDAQ: INV) (“Innventure”) today announced financial results for the quarter ended September 30, 2026.

“Over the last few months, our management team and Board have taken decisive steps to transform Innventure into a leaner, more focused organization, concentrating our resources on the opportunities we believe offer the clearest path to driving shareholder value,” said Bill Grieco, Chief Executive Officer of Innventure. “We have substantially reduced parent-level costs, including reducing headcount from 40 to 15 since the end of the first quarter, and we are transitioning AeroFlexx and Refinity away from reliance on Innventure capital while evaluating strategic alternatives for both businesses. At the same time, our Strategic Review Committee, together with our financial advisors, is evaluating capital strategies to strengthen our financial position and address our near-term liquidity needs in a disciplined manner. These actions share the common objective to preserve and maximize the value of our interest in Accelsius while giving the business the necessary resources to realize its full potential. We remain confident in the underlying opportunity at Accelsius and believe the transformation underway at Innventure is an important step toward translating that opportunity into value for our shareholders.”
Conference Call and Webcast
A conference call to discuss these results has been scheduled for 5:00 pm ET today, November 12, 2026.
The event will be webcasted live via our investor relations website https://www.innventure.com/investors or via https://innventure-3q26-earnings.open-exchange.net/.
About Innventure

Innventure (NASDAQ: INV) builds and scales the companies that it has founded as they commercialize new technologies. Innventure is focused on preserving and maximizing the value of its operating company interests for shareholders through disciplined capital allocation, focused execution, strong governance, and strategic initiatives. Learn more at innventure.com.

Non-GAAP Financial Measures

We use certain financial measures that are not calculated in accordance with generally accepted accounting principles in the U.S. (GAAP) to supplement our consolidated financial statements. These non-GAAP financial measures provide additional information to investors to facilitate comparisons of past and present operating results, identify trends in our underlying operating performance, and offer greater transparency on how we evaluate our business activities. These measures are integral to our processes for budgeting, managing operations, making strategic decisions, and evaluating our performance.

Our primary non-GAAP financial measures are EBITDA and Adjusted EBITDA. We define EBITDA as net income before interest, income taxes, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain non-cash items, non-recurring expenses, and other items that are not indicative of our core operating activities. These may include stock-based compensation, acquisition costs, and other financial items. We believe Adjusted EBITDA is valuable for investors and analysts as it provides additional insight into our operational performance, excluding the impacts of certain financing, investing, and other non-operational activities. This measure helps in comparing our current operating results with prior periods and with those of other companies in our industry. It is also used internally for allocating resources efficiently, assessing the economic outcomes of acquisitions and strategic decisions, and evaluating the performance of our management team.

There are limitations to Adjusted EBITDA, including its exclusion of cash expenditures, future requirements for capital expenditures and contractual commitments, and changes in or cash requirements for working capital needs. Adjusted EBITDA also omits significant interest expenses and related cash requirements for interest and payments. While depreciation and amortization are non-cash charges, the associated assets will often need to be replaced in the future, and



Adjusted EBITDA does not reflect the cash required for such replacements. Additionally, Adjusted EBITDA does not account for income or other taxes or necessary cash tax payments.

Investors should use caution when comparing our non-GAAP measure to similar metrics used by other companies, as definitions can vary. Adjusted EBITDA should not be considered in isolation or as a substitute for GAAP financial measures.
In presenting Adjusted EBITDA, we aim to provide investors with an additional tool for assessing the operational performance of our business. It serves as a useful complement to our GAAP results, offering a more comprehensive understanding of our financial health and operational efficiencies.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release are "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are often identified by future or conditional words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “will,” “potential,” “predict,” “should,” “would” and other similar words and expressions (or the negative versions of such words or expressions), but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current assumptions and expectations of future events that are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of this press release. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

These risks and uncertainties include, but are not limited to, those factors described in Innventure’s public filings with the U.S. Securities and Exchange Commission, including, but not limited to, the following: Innventure’s and its subsidiaries’ ability to execute on their strategies, book sales and achieve future financial performance; Innventure’s ability to identify and execute on alternatives to strengthen its financial position; Innventure’s or each operating company’s respective ability to secure financing and/or other value-enhancing transactions, in each case as applicable, on acceptable terms or at all, including with respect to the dilution of Innventure’s interests in its operating companies; developments and projections relating to Innventure’s and its subsidiaries’ competitors and industry; the implementation, adoption, market acceptance and success of Innventure’s and its subsidiaries’ products, business models and growth strategies; Innventure’s and its subsidiaries’ ability to generate sufficient revenue and operating cash flow; the timing and magnitude of expected cash expenditures; the availability, timing and terms of additional financing, including debt or equity financing at Innventure or its subsidiaries; market conditions affecting access to capital; potential dilution resulting from future financings at Innventure or its subsidiaries; if additional funding is unavailable, or cannot be obtained on acceptable terms or in sufficient amounts or on a timely basis, AeroFlexx or Refinity may be required to wind up or cease operations; potential goodwill, intangible asset, and other asset impairment charges, write-offs of intercompany advances, and other costs and liabilities associated with any such wind-down or cessation of operations; the risk that one or both of AeroFlexx or Refinity may be unable to continue as a going concern if additional funding is not obtained; Innventure’s ability to successfully implement cost reduction initiatives; risks related to recent shareholder litigation; changes in economic conditions; competitive pressures; regulatory developments; and Innventure’s ability to maintain control over its subsidiaries.

The foregoing factors are not exhaustive. For a more complete discussion of the risks and uncertainties that may affect Innventure's forward-looking statements, see the 'Risk Factors' section of Innventure's most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. Forward‑looking statements speak only as of the date of this release, and Innventure undertakes no obligation to update them, whether as a result of new information, future events, changes in assumptions or expectations, or otherwise, except as required by applicable law or the rules of any stock exchange on which Innventure's securities are listed.
Investor Relations Contact: Kyle Nagarkar, Solebury Strategic Communications
investorrelations@innventure.com



Media Contact: Stephanie Knight, Solebury Strategic Communications
press@innventure.com



Innventure, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share amounts)

September 30, 2026December 31, 2025
Assets
Cash and cash equivalents$21,952 $60,449 
Restricted cash5,000 5,000 
Accounts receivable2,084 1,094 
Due from related parties17,936 11,840 
Inventories2,696 1,604 
Prepaid expenses and other current assets3,513 3,167 
Total Current Assets
53,181 83,154 
Investments25,460 28,741 
Property, plant and equipment, net6,432 1,941 
Intangible assets, net144,326 160,537 
Goodwill— 323,463 
Other assets1,312 1,351 
Total Assets $230,711 $599,187 
Liabilities and Stockholders' Equity
Accounts payable$4,382 $2,551 
Accrued employee benefits3,735 11,343 
Accrued expenses4,854 7,386 
Contract liabilities410 947 
Notes payable - current7,969 12,846 
Term convertible note, current8,102 7,890 
Convertible promissory note, current4,449 4,331 
Patent installment payable - current825 700 
Obligation to issue equity110 119 
Warrant liability12,149 27,458 
Income taxes payable32 23 
Related party convertible promissory notes-current11 — 
Other current liabilities395 682 
Total Current Liabilities 47,423 76,276 
Notes payable, net of current portion4,405 8,327 
Earnout liability490 3,890 
Stock-based compensation liability— 239 
Patent installment payable, net of current11,550 12,375 
Deferred income taxes9,783 13,848 
Other liabilities791 556 
Total Liabilities 74,442 115,511 
Commitments and Contingencies (Note 16)
Stockholders' Equity
Preferred stock, $0.0001 par value, 25,000,000 shares authorized;
Series B Preferred Stock, $0.0001 par value, 3,000,000 shares designated, 24,779 and 33,144 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively.
— — 
Series C Preferred Stock, $0.0001 par value, 5,000,000 shares designated, 159,270 shares issued and outstanding as of September 30, 2026 and 150,000 shares issued and outstanding as of December 31, 2025.
— — 
Common Stock, $0.0001 par value, 250,000,000 shares authorized, 86,556,511 and 67,743,847 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively.
8 7 
Additional paid-in capital658,021 577,070 
Accumulated other comprehensive gain (loss)(391)(1,260)
Accumulated deficit(621,283)(371,603)
Total Innventure, Inc., Stockholders’ Equity36,355 204,214 
Non-controlling interest119,914 279,462 
Total Stockholders' Equity156,269 483,676 
Total Liabilities and Stockholder’s Equity
$230,711 $599,187 



Innventure, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except share and per share amounts)

Three Months Ended
September 30, 2026
Three Months Ended
September 30, 2025
Nine Months Ended
September 30, 2026
Nine Months Ended
September 30, 2025
Revenue$1,481 $534 $3,877 $1,234 
Operating Expenses
Cost of sales5,175 4,147 15,501 7,192 
General and administrative12,844 16,927 40,093 55,172 
Sales and marketing1,875 2,514 7,861 6,818 
Research and development9,502 6,151 27,122 18,472 
Goodwill impairment323,463 — 323,463 346,557 
Total Operating Expenses 352,859 29,739 414,040 434,211 
Loss from Operations (351,378)(29,205)(410,163)(432,977)
Non-operating (Expense) and Income
Interest expense, net(934)(3,401)(2,454)(7,586)
Net gain (loss) from investments(49)— 59 — 
Change in fair value of financial liabilities20,834 (4,109)18,709 19,496 
Equity method investment (loss) income(1,489)(1,602)(4,496)(10,282)
Realized gain on conversion of available for sale investment— — — 1,507 
Loss on extinguishment of debt— — (977)(3,462)
Loss on extinguishment of related party debt— — — (3,538)
Miscellaneous other expense(284)(21)(1,232)(64)
Total Non-operating Income (Expense)18,078 — (9,133)— 9,609 (3,929)
Loss before Income Taxes(333,300)(38,338)(400,554)(436,906)
Income tax benefit538 (3,603)(4,019)(7,222)
Net Loss (333,838)(34,735)(396,535)(429,684)
Less: net loss attributable to
Non-redeemable non-controlling interest(131,466)(6,403)(146,855)(174,128)
Net Loss Attributable to Innventure, Inc. Stockholders / Innventure LLC Unitholders (202,372)— (28,332)— (249,680)(255,556)
Basic and diluted loss per share$(2.39)$(0.51)$(3.05)$(4.96)
Basic and diluted weighted average common shares84,727,303 55,846,721 81,927,882 51,583,853 



Innventure, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
Nine Months Ended September 30, 2026Nine Months Ended September 30, 2025
Cash Flows Used in Operating Activities
Net loss$(396,535)$(429,684)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation15,615 22,972 
Interest income on debt securities - related party(280)(299)
Change in fair value of financial liabilities(18,709)(19,496)
Non-cash interest expense on notes payable1,707 5,142 
Net gain on investments(59)— 
Accrued unpaid interest on note payable355 220 
Equity method investment loss (income)4,496 10,282 
Realized gain on conversion of available for sale investments— (1,507)
Loss on extinguishment of debt977 3,462 
Loss on extinguishment of related party debt— 3,538 
Deferred income taxes(4,066)(8,141)
Loss on Disposal of PPE410 — 
Depreciation and amortization16,934 16,821 
Goodwill impairment323,463 346,557 
Other costs, net1,409 233 
Changes in operating assets and liabilities:
Accounts receivable(990)(1,286)
Prepaid expenses and other current assets(6,442)(6,461)
Inventory(1,092)(1,226)
Accounts payable548 (2,448)
Accrued employee benefits(7,852)2,491 
Accrued expenses(2,552)376 
Stock-based compensation liability(227)(923)
Income taxes payable9 930 
Other current liabilities(424)(230)
Contract liabilities(536)776 
Obligation to issue equity— 2,158 
Other assets16 (60)
Patent installment payable(700)(525)
Net Cash Used in Operating Activities (74,525)(56,328)
Cash Flows (Used in) Provided by Investing Activities
Investment in available-for-sale debt securities - equity method investee— (2,708)
Acquisition of property, plant and equipment(4,340)(1,371)
Net Cash (Used in) Provided by Investing Activities (4,340)(4,079)


Innventure, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
Nine Months Ended September 30, 2026Nine Months Ended September 30, 2025
Cash Flows Provided by Financing Activities
Proceeds from issuance of equity, net of issuance costs51,819 3,675 
Proceeds from the issuance of equity to non-controlling interest, net of issuance costs— 6,327 
Proceeds from the issuance of convertible promissory note— 6,350 
Proceeds from the issuance of term convertible notes— 14,950 
Proceeds from issuance of debt securities, net of issuance costs— 36,000 
Payment of debts(10,419)(3,877)
Taxes paid related to net share settlement of equity awards(1,032)— 
Distributions to Stockholders— (76)
Cash Flows Provided by Financing Activities 40,368 63,349 
Net Decrease in Cash, Cash Equivalents and Restricted Cash(38,497)— 2,942 
Cash, Cash Equivalents and Restricted Cash Beginning of period65,449 11,119 
Cash, Cash Equivalents and Restricted Cash End of period
$26,952 $14,061 


Nine Months Ended September 30, 2026Nine Months Ended September 30, 2025
Supplemental Cash Flow Information
Cash paid for interest$1,646 $2,551 
Supplemental Disclosure of Noncash Financing Information
Conversion of working capital loans to equity method investee into investments in debt securities - related party— 4,375 
Unrealized gain on investments in debt Securities - related party through OCI877 410 
Extinguishment of debt with Series C Preferred Stock— 14,000 
Contribution of Series C Preferred Stock to equity method investee— 5,783 
Conversion of AFX available-for-sale term loan into equity method investments— 8,757 
Issuance of common stock as repayment of convertible debt1,090 5,961 
Issuance of vested RSUs244 — 
Issuance of stock in exchange for services11 4,187 
Equity reallocation between non-controlling interest and additional paid-in capital20,766 36,313 


Innventure, Inc. and Subsidiaries
Non-GAAP Financial Measures
(in thousands)
Three Months Ended
September 30, 2026
Three Months Ended
September 30, 2025
Nine Months Ended
September 30, 2026
Nine Months Ended
September 30, 2025
Net loss$(333,838)$(34,735)$(396,535)(429,684)
Interest expense, net(1)
934 3,401 2,454 7,586 
Depreciation and amortization expense5,603 5,638 16,934 16,821 
Income tax expense (benefit)538 (3,603)(4,019)(7,222)
EBITDA(326,763)— (29,299)(381,166)— (412,499)
Change in fair value of financial liabilities(2)
(20,834)4,109 (18,709)(19,496)
Stock-based compensation(3)
5,306 7,725 15,615 22,972 
Goodwill impairment(4)
323,463 — 323,463 346,557 
Loss on extinguishment of debt(5)
— — 977 3,462 
Loss on extinguishment of related party debt(6)
— — — 3,538 
Adjusted EBITDA(18,828)(17,465)(59,820)(55,466)
(1) Interest Expense, net, includes interest incurred on our various borrowing facilities and the amortization of debt issuance costs.
(2) Change in fair value of financial liabilities – For the three and nine months ended September 30, 2026, and 2025, the change in fair value of financial liabilities primarily consists of the change in fair value of the warrant liability, the earnout liability and the embedded derivatives in various instruments.
(3) Stock based compensation – For the three and nine months ended September 30, 2026, and 2025, stock based compensation primarily consisted of awards in the 2024 Equity and Incentive Plan. These awards consisted of Stock Options, Restricted Stock Units, and Stock Appreciation Rights. Further, a portion of this expense was related to share-based payment employee incentive plans in existence at subsidiaries.
(4) Goodwill impairment - For the three and nine months ended June 30, 2025, the Company recognized goodwill impairment due to sustained decreases in the Company’s publicly quoted share price and market capitalization, which were, at least in part, sensitive to the general downward volatility experienced in the stock market in the comparable period in the prior year. There was no goodwill impairment for the three and nine months ended September 30, 2026.
(5) Loss on extinguishment of debt - For the nine months ended September 30, 2026, the Company repaid the Convertible Debentures, which resulted in an aggregate of $1.0 million loss on extinguishment of debt. There was no loss on extinguishment of debt for the three months ended September 30, 2026. For the three and nine months ended June 30, 2025, the Company recognized a loss on extinguishment of debt of $3.5 million in connection with the modification of the WTI Facility.
(6) Loss on extinguishment of related party debt - For the nine months ended June 30, 2025, the Company extinguished certain related party debts by issuing Series C Preferred Stock. There was no loss on extinguishment of related party debt for the three months ended September 30, 2026.

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