INNOVATE sets note redemption at 100% of principal

Q: When does VATE's lock-up period end?

The lock-up period ends on the earlier of December 4, 2026, or the date a registration statement registering the Company's resale of all shares received as stock consideration in the DBMG Sale is deemed effective.

The redemption date depends on the stock-consideration lock-up, which ends on the earlier of December 4, 2026, or effectiveness of the resale registration statement.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

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How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

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.

Filing Explained

INNOVATE has amended the indenture to require redemption of all 2027 notes after the lock-up trigger, for principal plus accrued interest; the filing does not state the notes’ aggregate principal, so the total cash payment cannot be sized from this disclosure.

8-K Event Classification

2 items: 1.01, 9.01

2 items

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, or exhibit attachments filed with this report.

Key Figures

Interest rate: 9.500% Stated maturity year: 2027 Redemption timing: 15th business day +2 more

5 metrics

Interest rate 9.500% Convertible Senior Secured Notes due 2027

Stated maturity year 2027 Convertible Senior Secured Notes

Redemption timing 15th business day Following termination of the lock-up period

Cash purchase price 100% of principal amount Plus accrued and unpaid interest to, but excluding, the redemption date

Lock-up expiration date December 4, 2026 The lock-up also ends earlier if the specified resale registration statement is deemed effective

Key Terms

supplemental indenture, Convertible Senior Secured Notes, lock-up period, accrued and unpaid interest

4 terms

supplemental indenture financial

"entered into a supplemental indenture"

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.

Convertible Senior Secured Notes financial

"9.500% 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.

lock-up period financial

"termination of the lock-up period"

A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.

accrued and unpaid interest financial

"plus accrued and unpaid interest to, but excluding, the date of redemption"

Accrued and unpaid interest is the interest that has built up on a loan or debt but hasn't been paid yet. It's like owing your friend money for a favor over time—you're expected to pay it later, even though you haven't paid it yet. This matters because it shows how much you owe beyond the original amount borrowed.

FAQ

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

What are the redemption terms for VATE's notes?

All 9.500% Convertible Senior Secured Notes due 2027 are to be redeemed on the 15th business day after the lock-up period ends. The cash purchase price is 100% of principal, plus accrued and unpaid interest through, but excluding, the redemption date.

When does VATE's lock-up period end?

The lock-up period ends on the earlier of December 4, 2026, or the date a registration statement registering the Company's resale of all shares received as stock consideration in the DBMG Sale is deemed effective.

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

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Available on EDGAR 10/09/2026 - 04:16 PM EDT Accepted by SEC EDGAR 10/09/2026 - 04:15 PM EDT

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):			October 9, 2026

INNOVATE CORP.

(Exact name of registrant as specified in its charter)


Delaware	001-35210	54-1708481
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


295 Madison Ave., 12th Floor
New York, NY						10017
(Address of principal executive offices)						(Zip Code)


Registrant’s telephone number, including area code:						(212) 235-2691

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 class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	VATE	New York Stock Exchange
Preferred Stock Purchase Rights	N/A	New York Stock Exchange

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 1.01			Entry into a Material Definitive Agreement

INNOVATE Corp., a Delaware corporation (the “Company”) has entered into a supplemental indenture (the “Supplemental Indenture”) to the indenture, dated August 4, 2025 (the “Indenture”), among the Company, certain subsidiary guarantors, and U.S. Bank Trust Company, National Association, as trustee and collateral trustee, governing the 9.500% Convertible Senior Secured Notes due 2027 (the “Convertible Notes”).

The Supplemental Indenture amends the Indenture to (1) require the redemption of all Convertible Notes on the 15th business day following the termination of the lock-up period applicable to the stock consideration the Company received in connection with its previously announced sale of DBMG Global Inc. (the “DBMG Sale”) for a cash purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the date of redemption and (2) correspondingly, confirm that no offer to repurchase the Convertible Notes need be made. The lock-up period will expire upon the earlier of December 4, 2026 and the date that a registration statement that registers the resale by the Company of all shares received as stock consideration in connection with the DBMG Sale is deemed effective.

The foregoing description of the Supplemental Indenture is a summary and is qualified in its entirety by reference to the Supplemental Indenture, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description
10.1			Supplemental Indenture, dated as of October 9, 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
104			Cover 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: October 9, 2026

INNOVATE Corp. (Registrant)

By:

/s/ Michael J. Sena

Name: Michael J. Sena

Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EX-10.1 44.2 KB