INNOVATE Corp. (VATE) SEC Filings

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.

INNOVATE Corp. reported that MediBeacon Inc., an equity method investment focused on fluorescent tracer agents and transdermal detection, has had its MediBeacon® TGFR™ System nominated by The Galien Foundation for the 2026 Prix Galien USA Best Medical Technology. The TGFR System is a first-in-kind point-of-care kidney function assessment platform using Lumitrace® (relmapirazin) injection, a monitor, and a reusable sensor to measure Glomerular Filtration Rate transdermally. Winners are scheduled to be announced at the 20th annual Prix Galien USA Awards Ceremony on October 29, 2026, in New York City. MediBeacon holds extensive intellectual property around this system and related technologies, and the TGFR System is approved for human use, with additional applications in other medical fields in various stages of clinical development.

INNOVATE Corp.'s interim chief executive officer, Paul Voigt, reports beneficial ownership of 1,031,295 shares of common stock, representing 7.4% of the class, including 300,000 shares issuable upon exercise of stock options that are exercisable within 60 days.

The position includes 698,758 shares held directly by Voigt, of which 547,746 shares were received as compensation under the company’s equity incentive plan and 211,655 shares were purchased for investment through open‑market and rights‑offering transactions. In addition, 25,000 shares are held through the Paul K. Voigt Revocable Trust and 7,537 shares through Jessie Holdings LLC, both entities controlled by Voigt.

Beneficial ownership percentages are calculated using 13,641,866 shares outstanding as of June 30, 2026, plus Voigt’s 300,000 option shares, for a total of 13,941,866 shares under Rule 13d‑3(d)(1)(i). The filing states the holdings were acquired as executive compensation and for investment purposes and that they were not acquired to change or influence control of the company.

Sena Michael J. reported acquisition or exercise transactions in this Form 4 filing.

INNOVATE Corp. reported that CFO and Corporate Secretary Michael J. Sena received a grant of 15,576 shares of restricted common stock on August 11, 2026. The award was granted at $0.00 per share under the company’s Second Amended and Restated 2014 Omnibus Equity Award Plan. These shares will vest in three equal installments on the first, second, and third anniversaries of the grant date, contingent on his continued employment on each vesting date. Following this award, Sena directly holds 131,558 shares of INNOVATE Corp. common stock.

INNOVATE Corp. interim CEO Paul Voigt reported equity compensation and related tax withholding in common stock. On 2026-08-11, he received 133,511 shares of restricted stock under the company’s equity plan; these shares vest on the first anniversary of the grant date, subject to his continued employment. On 2026-08-12, 60,643 shares were withheld by the issuer to satisfy taxes due upon vesting of previously awarded restricted stock, at a weighted average price of $7.6209 per share from transactions ranging between $7.372 and $7.95. Voigt also reports indirect holdings of 25,000 shares in a revocable trust and 7,537 shares through Jessie Holdings LLC, over which he has sole voting and investment control.