INNOVATE (VATE) SEC Filings

INNOVATE Corp. (VATE) reported third-quarter 2026 revenue of $495.5 million, up 42.8% from $347.1 million a year earlier, and Total Adjusted EBITDA of $40.5 million, up 104.5% from $19.8 million. Net income attributable to common stockholders and participating preferred stockholders was $15.8 million, compared with a $9.4 million loss; the quarter included a $32.9 million gain from the sale of a controlling interest in HC2 Broadcasting.

INNOVATE completed the sale of its controlling interest in HC2 Broadcasting on September 1, 2026, retaining 25%, and sold DBM Global to IES on October 5, 2026. The DBM Global seller entities received approximately $413 million in cash at closing, including a $35 million payment related to a joint tax election, plus 430,974 IES shares. The purchase price remains subject to post-closing adjustments. INNOVATE intends to use all net proceeds from the DBM Global transaction to reduce debt.

At September 30, 2026, INNOVATE reported $4.9 million in cash and cash equivalents, excluding restricted and held-for-sale amounts, and $583.3 million of debt principal outstanding. The company cited substantial doubt about its ability to continue as a going concern and meet near-term debt maturities and mandatory redemption obligations. R2 revenue was $1.2 million, down from $3.1 million, with reduced unit sales attributed to liquidity constraints.

INNOVATE Corp. (VATE) entered into a supplemental indenture requiring redemption of all its 9.500% Convertible Senior Secured Notes due 2027 on the 15th business day after the lock-up period for the stock consideration received in its DBMG Global Inc. sale ends. The cash purchase price is 100% of principal, plus accrued and unpaid interest through, but excluding, the redemption date.

The lock-up ends on the earlier of December 4, 2026, or when a registration statement covering the Company’s resale of all shares received as stock consideration in the DBMG Sale is deemed effective. The amendment also confirms that no offer to repurchase the notes is required.

INNOVATE Corp. completed the sale of DBM Global to IES Holdings. The seller group transferred approximately 91.21% of DBMG, and IES became owner of 100% after the merger. At closing, the sellers received approximately $378 million in cash and 430,974 IES common shares, valued at approximately $146 million using IES’s October 2, 2026 closing price. A further $35 million payment for costs tied to a joint tax election brought total cash received to approximately $413 million; the purchase price remains subject to post-closing adjustments.

INNOVATE applied $20.7 million of net proceeds to repay its revolving line, which was terminated; DBMG separately repaid approximately $68.7 million under its credit agreement, also terminated. INNOVATE intends to use remaining net proceeds to reduce debt. It issued notice to redeem $325 million principal amount of its 10.500% Senior Secured Notes on October 15, 2026, at 100% of principal plus accrued and unpaid interest to, but excluding, the redemption date. Remaining Senior Secured Notes are intended to be redeemed within 15 days after stock-sale proceeds arrive following the lock-up. Holders of all Convertible Notes consented to an indenture amendment that will require their redemption on the 15th business day after lock-up termination. The lock-up ends at the earlier of 60 days after closing or registration-statement effectiveness. The cash portion of the sale proceeds alone will not repay INNOVATE’s debt instruments coming due.

INNOVATE Corp. (VATE) reported that Interim CEO Paul Voigt received a grant of stock options on September 15, 2026 to acquire 100,000 shares of common stock at an exercise price of $7.17 per share, with an exercise date of September 15, 2027 and expiration on September 17, 2036. The filing also lists three existing direct stock option positions, each covering 100,000 underlying shares with exercise prices of $5.67, $4.22, and $25.00 per share, expiring in 2035, 2034, and 2033, respectively. A footnote states the new option’s exercise price equals 110% of the 10-day VWAP on the grant date, and no Rule 10b5-1 trading plan is reported.

INNOVATE Corp. (VATE) has already obtained written consent from holders of about 53% of its voting power to approve a Transaction Agreement to sell its approximately 91.21% stake in DBM Global, Inc. (DBMG) to IES Holdings, Inc. and complete a short-form merger that will leave DBMG a wholly owned subsidiary of IES.

The DBMG sale carries a $650 million base purchase price, including 215,487 shares of IES common stock valued at $140 million and roughly $453 million in cash, plus a separate $35 million payment tied to a Section 338 tax election. INNOVATE states it intends to use all net cash proceeds to reduce outstanding indebtedness. Together with a previously signed Broadcasting/Spectrum merger, the disposition of DBMG is expected to eliminate substantially all consolidated operating revenue, leaving the company primarily with debt-paydown effects, a minority interest in the Spectrum survivor, its remaining Life Sciences operations and limited other activities. No further stockholder action or meeting is required; this information statement is notice only.

INNOVATE Corp. (VATE) has closed the previously announced sale of a controlling interest in its Broadcasting segment to CONX Corp. via the merger of HC2 Broadcasting Holdings Inc. into a CONX subsidiary, leaving CONX with 75% and INNOVATE with 25% of the surviving entity, subject to post‑closing adjustments. As part of the transaction, a $105 million bridge loan facility and accrued interest were extinguished, and CONX committed to fund up to $75 million of equity into HC2, with about $3.7 million funded at closing.

The filing also reports a Tenth Amendment to INNOVATE’s MSD Credit Agreement, extending its maturity to December 31, 2026. INNOVATE’s subsidiary holds an option for 18 months to acquire up to an additional 15% ownership in the HC2 surviving entity, while a CONX affiliate holds a two‑year option from May 29, 2026 to acquire up to 80.1% of HC2’s equity; INNOVATE will receive cash proceeds from the Broadcasting transaction only if that CONX affiliate option is exercised.

INNOVATE Corp. (VATE) has obtained written stockholder consent to sell its approximately 91.21% stake in DBM Global, Inc. (DBMG) to IES Holdings, Inc. under a Transaction Agreement dated August 7, 2026. The deal values DBMG at $650 million base purchase price, subject to customary adjustments.

INNOVATE will receive 215,487 shares of IES common stock (valued at $140 million using a $649.69 reference price), about $453 million in cash for its pro rata share, plus an additional $35 million cash payment tied to joint Section 338 tax elections. Net DBMG cash proceeds of about $374.2 million are assumed to be used to redeem corporate debt, including 10.50% Senior Secured Notes and the corporate revolver.

Pro forma, the DBMG sale and the separate Broadcasting “Spectrum Merger” would remove substantially all of INNOVATE’s consolidated operating revenue and largely leave cash proceeds (expected to be fully used for debt repayment), a 25% equity stake in the Broadcasting survivor (preliminarily valued at $60 million), the IES share position, its remaining Life Sciences segment and limited other activities. INNOVATE expects a significant net taxable gain and warns that it may become an inadvertent investment company relying on the “transient investment company” exclusion. No further stockholder action is required and no meeting or proxy solicitation will be held.

INNOVATE Corp. (VATE) filed a shelf registration statement amendment to offer, from time to time, up to $100,000,000 of common stock, preferred stock, depositary shares, warrants, subscription rights, purchase contracts and purchase units. Specific terms and prices will be set in future prospectus supplements, and proceeds are expected to be used for general corporate purposes, including financing operations and possible debt repayment.

The company explains it is selling its Infrastructure (DBM Global) and Spectrum (HC2 Broadcasting) segments through the DBMG Sale and Spectrum Merger, transactions that, if completed, would eliminate substantially all consolidated operating revenue and primary subsidiary cash flows. INNOVATE discloses substantial indebtedness, covenant-driven asset sale milestones, required application of DBMG Sale proceeds to repay senior debt and convertible notes, and states there is substantial doubt about its ability to continue as a going concern. It also expects, after these sales, that investment securities may exceed 40% of total assets and that it will rely on a transient investment company exemption under the Investment Company Act while it evaluates future strategic alternatives.