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INNOVATE Corp (NYSE: VATE) shifts 2027 note interest to payment-in-kind

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

INNOVATE Corp. amended the indentures governing its 10.500% Senior Secured Notes due 2027 and 9.5% Convertible Senior Secured Notes due 2027 through supplemental indentures dated July 31, 2026. For consenting holders, interest for the period from February 1, 2026 through July 31, 2026 may be paid in kind by increasing principal or issuing additional Notes, and those holders receive a consent fee of 1.5% of principal in additional Notes. Non-consenting holders continue under existing cash interest terms.

For the August 1, 2026 interest payment, the outstanding principal of the 10.500% 2027 Senior Secured Notes will be $400.9 million, with cash interest of $3.1 million instead of $19.9 million. The outstanding principal of the 2027 Convertible Notes will be $58.9 million, with cash interest of $0.5 million instead of $2.7 million. Related party Lancer Capital LLC consented on its 2027 Convertible Notes and received an additional $0.1 million principal amount as payment in kind and consent fee. Separately, the maturity of the senior secured Lancer Note held by Lancer Capital LLC against R2 Technologies, Inc. was extended from August 1, 2026 to December 31, 2026.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Coupon rate 2027 Senior Secured Notes 10.500% Interest rate on Senior Secured Notes due 2027
Coupon rate 2027 Convertible Notes 9.5% Interest rate on Convertible Senior Secured Notes due 2027
Principal 10.500% 2027 Notes after PIK $400.9 million Total outstanding principal for August 1, 2026 interest payment
Cash interest 10.500% 2027 Notes (Aug 1, 2026) $3.1 million Cash interest payable versus $19.9 million otherwise due
Principal 2027 Convertible Notes after PIK $58.9 million Total outstanding principal for August 1, 2026 interest payment
Cash interest 2027 Convertible Notes (Aug 1, 2026) $0.5 million Cash interest payable versus $2.7 million otherwise due
Consent fee rate 1.5% Fee on principal amount of Notes for which holders granted consent
Additional 2027 Convertible Notes to Lancer $0.1 million Aggregate principal paid in kind to Lancer Capital LLC including consent fee
New Lancer Note maturity December 31, 2026 Extended from original maturity of August 1, 2026
Supplemental Indenture regulatory
"entered into two supplemental indentures (the “Supplemental Indentures”)"
A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.
Senior Secured Notes financial
"the Company’s 10.500% Senior Secured Notes due 2027"
Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.
Convertible Senior Secured Notes financial
"the Company’s 9.5% Convertible Senior Secured Notes due 2027"
A convertible senior secured note is a loan that a company issues which is backed by specific assets and gets paid before other debts if the company fails, while also giving lenders the option to convert the loan into the company’s shares. For investors this matters because the security and senior status reduce credit risk like a mortgage on a house, but the conversion feature can dilute existing shareholders and tie returns to the stock’s future performance.
payment in kind financial
"interest ... to be paid in kind by increasing the principal amount"
Payment in kind is when an obligation—such as interest, dividends, or repayment—is settled with something other than cash, like additional securities, goods, or services. Investors care because it changes a borrower’s immediate cash needs and can dilute existing shareholders or increase future claims on assets, similar to a friend repaying a loan with concert tickets instead of cash: you get something of value now but not the cash you could spend or reinvest.
Senior Secured Promissory Note financial
"Amended and Restated Senior Secured Promissory Note"
A senior secured promissory note is a written IOU in which a borrower promises to repay a loan and gives lenders first claim on specific assets if the borrower can't pay. Being "senior" means this debt gets paid before other unsecured obligations, and "secured" means assets back the loan, reducing potential losses for lenders. For investors, that priority and collateral typically make these notes safer and often carry lower interest than unsecured debt—think of being first in line with a pledge on the borrower's car.

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

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FAQ

What did INNOVATE Corp (VATE) change about its 2027 note interest payments?

INNOVATE Corp allowed consenting holders of its 2027 notes to receive interest for February 1–July 31, 2026 as payment in kind, increasing principal or issuing additional notes, instead of full cash interest, and granted a 1.5% consent fee in additional notes.

How do the supplemental indentures affect INNOVATE Corp (VATE) cash interest on August 1, 2026?

For August 1, 2026, cash interest on the 10.500% 2027 Notes will be $3.1 million instead of $19.9 million, and cash interest on the 2027 Convertible Notes will be $0.5 million instead of $2.7 million, with the difference reflected as additional principal.

What are the new principal amounts of INNOVATE Corp (VATE) 2027 notes after the interest change?

After applying payment-in-kind interest for consenting holders, the 10.500% Senior Secured Notes due 2027 will have outstanding principal of $400.9 million, and the 9.5% Convertible Senior Secured Notes due 2027 will have outstanding principal of $58.9 million as of the August 1, 2026 interest payment.

Do all INNOVATE Corp (VATE) noteholders receive payment-in-kind interest under the new terms?

No. Only consenting holders of the 10.500% 2027 Senior Secured Notes and 2027 Convertible Notes receive interest in kind plus a 1.5% consent fee. Notes held by non-consenting holders remain subject to the existing cash interest payment requirements.
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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

Date of Report (Date of Earliest Event Reported):July 31, 2026

INNOVATE CORP.
(Exact name of registrant as specified in its charter)
Delaware001-3521054-1708481
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
295 Madison Ave, 12th Fl
New York, NY
10017
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:
(212) 235-2691
Former name or former address, if changed since last report

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 (see General Instruction A.2. below):
 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 classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.001 per shareVATENew York Stock Exchange
Preferred Stock Purchase Rights
N/ANew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 1.01Entry into a Material Definitive Agreement
Supplemental Indentures

On July 31, 2026, INNOVATE Corp. (the “Company”), certain subsidiary guarantors, and U.S. Bank Trust Company, National Association, as trustee and collateral trustee, entered into two supplemental indentures (the “Supplemental Indentures”): (i) a supplemental indenture to the Indenture, dated August 4, 2025, governing the Company’s 10.500% Senior Secured Notes due 2027 (the “10.500% 2027 Senior Secured Notes”) and (ii) a supplemental indenture to the Indenture, dated August 4, 2025, governing the Company’s 9.5% Convertible Senior Secured Notes due 2027 (the “2027 Convertible Notes” and, together with the 10.500% 2027 Senior Secured Notes, the “Notes”). Each Supplemental Indenture amended the respective related indenture to permit interest for the interest period from February 1, 2026 through July 31, 2026 on Notes held by consenting holders to be paid in kind by increasing the principal amount of the Notes or issuing additional Notes. Consenting holders also received a consent fee equal to 1.5% of the principal amount of the Notes for which they granted consent, paid in additional Notes of the applicable series. Notes held by non-consenting holders remain subject to the existing cash interest payment requirements. As a result, in respect of the August 1, 2026 interest payment on the Notes, (i) the total outstanding principal amount of 10.50% 2027 Senior Secured Notes will increase to $400.9 million and the Company will pay $3.1 million in cash interest rather than $19.9 million (which would otherwise have been due) and (ii) the total outstanding principal amount of 2027 Convertible Notes will increase to $58.9 million and the Company will pay $0.5 million in cash interest rather than $2.7 million (which would otherwise have been due).
Lancer Capital LLC, a related party, consented to the Supplemental Indenture in respect of the 2027 Convertible Notes that it holds, and accordingly received an aggregate of $0.1 million principal amount of the additional 2027 Convertible Notes issued as payment in kind of interest for the interest period from February 1, 2026 through July 31, 2026 together with the related consent fee.
The foregoing description of the Supplemental Indentures is a summary and is qualified in its entirety by reference to each of the Supplemental Indentures, which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.
Amended and Restated Promissory Note
On July 31, 2026, R2 Technologies, Inc. (“R2 Technologies”), in which the Company has a controlling interest, and Lancer Capital, LLC (“Lancer”) entered into an Amendment of Amended and Restated Senior Secured Promissory Note (the “Amendment”), relating to that certain Amended and Restated Senior Secured Promissory Note, dated August 4, 2025, between Lancer and R2 Technologies (the “Lancer Note”). The Amendment extended the maturity date of the Lancer Note from August 1, 2026 to December 31, 2026.
            The foregoing description of the Amendment is a summary and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.




Item 9.01Financial Statements and Exhibits.
(d)    Exhibits

Exhibit No.  
 Description
10.1
Supplemental Indenture, dated as of July 31, 2026, by and among INNOVATE Corp., the Subsidiary Guarantors named therein, and U.S. Bank Trust Company, National Association, relating to the Company’s 10.500% Senior Secured Notes due 2027 (filed herewith)
10.2
Supplemental Indenture, dated as of July 31, 2026, by and among INNOVATE Corp., the Subsidiary Guarantors named therein, and U.S. Bank Trust Company, National Association, relating to the Company’s 9.5% Convertible Senior Secured Notes due 2027 (filed herewith)
10.3
Amendment of Amended and Restated Promissory Note, dated as of July 31, 2026, by and between R2 Technologies, Inc. and Lancer Capital, LLC (filed herewith)
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).





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.

Date: August 3, 2026
INNOVATE Corp. (Registrant)
By:/s/ Michael J. Sena
Name: Michael J. Sena
Title: Chief Financial Officer

Filing Exhibits & Attachments

7 documents