STOCK TITAN

Innovate Corp (NYSE: VATE) grows Q4 2025 revenue 61.7%

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

INNOVATE Corp. reported strong fourth-quarter 2025 growth but remained unprofitable. Revenue for the quarter rose to $382.7 million, up 61.7% from $236.6 million, driven mainly by the Infrastructure segment. Full-year revenue reached $1,246.0 million, up 12.5% from $1,107.1 million.

Quarterly net loss attributable to common and participating preferred stockholders narrowed to $7.8 million (loss of $0.58 per share) from $16.9 million (loss of $1.29 per share), though the full-year loss widened to $64.0 million from $35.8 million. Total Adjusted EBITDA improved in the quarter to $24.5 million from $15.0 million, but declined for the year to $67.2 million from $71.3 million.

Infrastructure revenue climbed to $373.9 million in Q4, with adjusted backlog of $1.8 billion, up from $1.1 billion a year earlier. In Life Sciences, MediBeacon received U.S. FDA approval for its next-generation TGFR system, while R2 delivered full-year 2025 revenue of $12.5 million, up 27.6%. Spectrum faced softer advertising and lower revenue, but cited favorable FCC rulings, new network launches and successful datacasting trials as 2026 growth drivers. Cash and cash equivalents rose to $112.1 million, while total debt stood at $661.7 million and stockholders’ deficit was $226.2 million.

Positive

  • Q4 growth and profitability improvement: Revenue rose 61.7% year-over-year to $382.7 million and Total Adjusted EBITDA increased to $24.5 million from $15.0 million, while the quarterly net loss attributable to common stockholders narrowed to $7.8 million from $16.9 million.
  • Infrastructure strength and backlog expansion: Infrastructure revenue reached $373.9 million in Q4 and DBM Global’s adjusted backlog grew to $1.8 billion from $1.1 billion a year earlier, enhancing future revenue visibility.
  • Life Sciences milestones: MediBeacon received U.S. FDA approval for its next-generation TGFR system and R2 delivered full-year 2025 revenue of $12.5 million, up 27.6%, supported by a 600-system minimum purchase agreement in China.

Negative

  • Persistent losses and higher full-year deficit: Full-year net loss attributable to common stockholders and participating preferred stockholders widened to $64.0 million from $35.8 million despite strong Q4 performance.
  • Leverage and capital structure risk: As of December 31, 2025, total debt was $661.7 million, net debt was $549.6 million, total liabilities exceeded total assets, and stockholders’ deficit reached $226.2 million.
  • Segment pressure in Spectrum and Life Sciences: Spectrum’s Q4 revenue fell to $5.7 million from $6.8 million and Adjusted EBITDA declined to $1.0 million from $2.3 million, while Life Sciences posted continued Adjusted EBITDA losses of $16.1 million for the year.

Insights

Strong Q4 growth and backlog, but leverage and losses remain high.

INNOVATE Corp. delivered a powerful Q4 rebound, with revenue up 61.7% to $382.7 million and Total Adjusted EBITDA rising to $24.5 million. The Infrastructure segment is the clear engine, helped by large commercial steel and construction projects.

Visibility improved as DBM Global’s adjusted backlog expanded to $1.8 billion, roughly $0.7 billion higher than year-end 2024. In Life Sciences, FDA approval for MediBeacon’s next-generation TGFR system and R2’s 27.6% full-year revenue growth to $12.5 million point to promising niches despite mixed quarterly trends.

However, the group still posted a full-year net loss of $64.0 million and carries net debt of $549.6 million as of December 31, 2025, with current liabilities exceeding total current assets and a stockholders’ deficit of $226.2 million. Future filings will clarify whether strong backlog conversion and Life Sciences traction can offset Spectrum softness, higher interest expense and balance-sheet risk.

false0001006837TRUE00010068372026-03-262026-03-260001006837vate:CommonStockParValue0001PerShareMember2026-03-262026-03-260001006837vate:PreferredStockPurchaseRightsMember2026-03-262026-03-26

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):
March 26, 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 Floor
 
10017
New York, NY
                      
(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 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 2.02 Results of Operations and Financial Condition

On March 26, 2026, INNOVATE Corp. (the “Company”) issued a press release announcing its results for the quarter and year ended December 31, 2025 (the “Earnings Release”) and posted the INNOVATE Corp. Fourth Quarter 2025 Conference Call Investor Presentation to its Investor Relations section of the Company’s website at http://www.innovatecorp.com

A copy of the Earnings Release and the investor presentation are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. 

Item 7.01 Regulation FD Disclosure
  
As previously announced, the Company will conduct a conference call today, Thursday, March 26, 2026, at 4:30 p.m. ET. The presentation slides to be used during the call, attached hereto as Exhibit 99.2, will be available on the “Investor Relations” section of the Company’s website (http://www.innovatecorp.com) immediately prior to the call. The conference call and the presentation slides will be simultaneously webcast on the “Investor Relations” section of the Company’s website beginning at 4:30 p.m. ET on Thursday, March 26, 2026. The information contained in, or that can be accessed through the Company’s website is not a part of this filing.
         
The information in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
 
Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits

Exhibit
No.
Description
99.1
Press Release of INNOVATE Corp., dated March 26, 2026
99.2
INNOVATE Corp. Fourth Quarter 2025 Conference Call Investor Presentation
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).




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.
 
 INNOVATE Corp.
  
March 26, 2026By:/s/ Michael J. Sena
   
  Name: Michael J. Sena
  Title: Chief Financial Officer






innovate_resizedx300dpia.jpg

FOR IMMEDIATE RELEASE                            
INNOVATE Corp. Announces Fourth Quarter and Full Year 2025 Results
- Infrastructure: NYC and Western markets continue to demonstrate positive project momentum -
- Life Sciences: R2 Secures 600‑System Commitment in China -
- Spectrum: Recent network launches set to deliver benefits beginning in 2026 -
NEW YORK, NY, March 26, 2026 - INNOVATE Corp. (“INNOVATE” or the “Company”) (NYSE: VATE) announced today its consolidated results for the fourth quarter and full year ended December 31, 2025.
Financial Summary
(in millions, except per share amounts)Three Months Ended December 31,Year Ended December 31,
20252024Increase / (Decrease)20252024Increase / (Decrease)
Revenue$382.7 $236.6 61.7 %$1,246.0 $1,107.1 12.5 %
Net loss attributable to common stockholders and participating preferred stockholders$(7.8)$(16.9)53.8 %$(64.0)$(35.8)(78.8)%
Basic and Diluted loss per share attributable to common stockholders
$(0.58)$(1.29)55.0 %$(4.84)$(3.08)(57.1)%
Total Adjusted EBITDA(1)
$24.5 $15.0 63.3 %$67.2 $71.3 (5.8)%
(1) Reconciliation of GAAP to Non-GAAP measures follows

Commentary

"INNOVATE delivered strong results to close the year, delivering top line growth of 12.5% in 2025," said Avie Glazer, Chairman of INNOVATE. "Our Infrastructure segment, led by DBM Global, continues to gain momentum and is seeing meaningful activity ramp up in the New York City market. During the quarter, we added a significant amount to our backlog that now totals $1.8 billion, which further strengthens our visibility. Across Life Sciences, we continue to see consistent sales. As we announced in the fourth quarter, MediBeacon received approval from the U.S. Food and Drug Administration (“FDA”) for the next generation MediBeacon® TGFRTM System and R2 continues to show accelerating international demand demonstrated by a large, multi-year minimum purchase commitment in China. And while we experienced a softened advertising market in 2025, Spectrum is poised for a more successful 2026 built on the foundation of favorable contracts with growing revenue opportunities."

"Across INNOVATE, we are advancing our strategic priorities and strengthening the foundation of the Company," said Paul Voigt, Interim CEO of INNOVATE. "DBM Global continues to demonstrate strong operation execution, translating strong 2025 bookings into a robust backlog, supporting a solid base of work for 2026. At the same time, MediBeacon officially initiated its Center of Excellence commercial rollout in the United States, which serves as a pivotal step in continuing our goal to improve kidney health. And at Spectrum, we remain encouraged by favorable FCC rulings for LPTV broadcasters and by the continued success of our collaborative trials with a major mobile wireless carrier in several major markets. These wins, combined with our continued emphasis on financial discipline and prudent capital allocation, position INNOVATE to build momentum into the coming year."

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Fourth Quarter 2025 and Recent Highlights
Infrastructure
DBMG reported fourth quarter 2025 revenue of $373.9 million, an increase of 65.7%, compared to $225.7 million in the prior year quarter. Net income attributable to INNOVATE was $10.6 million, compared to $8.7 million for the prior year quarter. Adjusted EBITDA increased to $28.0 million from $17.4 million in the prior year quarter.
DBMG reported gross margin of 14.7% in the fourth quarter, a compression of approximately 350 basis points year-over-year and Adjusted EBITDA margin of 7.5% in the fourth quarter, a compression of approximately 20 basis points year-over-year.
DBMG’s reported backlog and adjusted backlog, which takes into consideration awarded but not yet signed contracts, was $1.7 billion and $1.8 billion respectively, as of December 31, 2025, compared to reported and adjusted backlog of $1.0 billion and $1.1 billion, respectively, as of December 31, 2024.
DBMG exited 2025 with strong operating momentum, driven by improving demand across markets and a growing backlog that reinforces visibility into future revenue.
Life Sciences
MediBeacon received approval from the U.S. FDA for the next generation MediBeacon® TGFRTM System including the latest TGFR Reusable Sensor.
MediBeacon has initiated its Center of Excellence commercial rollout, with initial TGFR system orders secured at a leading academic medical center and is expecting additional placements as inventory builds.
R2 reported fourth quarter 2025 revenue of $3.1 million, a 24.4% decrease compared to $4.1 million in the prior year quarter; however, reported full year 2025 revenue of $12.5 million, a 27.6% increase compared the prior year period.
R2's gross worldwide system unit sales decreased 19.5% in the fourth quarter of 2025 compared to the prior year quarter, however, full year 2025 gross worldwide system unit sales increased 38.2% over the prior year.
R2 restructured its distribution agreement with its China-based partner and secured a minimum purchase agreement of 600 systems over a 3-year period.
Spectrum
Broadcasting reported fourth quarter 2025 revenue of $5.7 million, compared to $6.8 million in the prior year quarter. Net loss attributable to INNOVATE was $6.1 million compared to $4.6 million in the prior year quarter. Adjusted EBITDA was $1.0 million, compared to $2.3 million in the prior year quarter.
The fourth quarter continued to see advertising revenue softness and was impacted by network cancellations.
Recent major network launches like Lionsgate's MovieSphere Gold should start to show favorable results in 2026.
Favorable FCC rulings in the last year for LPTV and Class A stations provided us with valuable UHF upgrades and major moves into new markets. Together with the new license filing window that opened on March 19th, we have sizable opportunities to expand our spectrum coverage in the US at marginal cost over the next 6-12 months. After our successful March 19th filings, we now have the opportunity to build out stations in over 40 new markets.
Joint venture underway with major mobile wireless carrier continues with successful trials in Atlanta, Las Vegas, and College Station, TX, for data delivery to smartphones over our stations.
Fourth Quarter 2025 Financial Highlights
Revenue: For the fourth quarter of 2025, INNOVATE's consolidated revenue was $382.7 million, an increase of 61.7%, compared to $236.6 million for the prior year quarter. The increase was driven primarily by our Infrastructure segment, which
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was partially offset by decreases at our Spectrum and Life Sciences segments. The increase at our Infrastructure segment was primarily driven by the timing and size of projects at DBMG's commercial structural steel fabrication and erection business, Banker Steel, and the construction modeling and detailing business, which had increased activity subsequent to the comparable period on certain large construction projects. The increases were partially offset by the timing and size of projects at the industrial maintenance and repair business, which had increased activity in the prior year on certain large commercial construction projects that were completed towards the end of 2024. The decrease at our Spectrum segment was primarily driven by the termination of certain customers. The decrease at our Life Sciences segment was attributable to R2, primarily driven by decreases in Glacial fx and Glacial Rx unit sales in North America.
REVENUE by OPERATING SEGMENT
(in millions)Three Months Ended December 31,Year Ended December 31,
20252024Increase / (Decrease)20252024Increase/(Decrease)
Infrastructure$373.9 $225.7 $148.2 $1,210.3 $1,071.6 $138.7 
Life Sciences3.1 4.1 (1.0)12.5 9.8 2.7 
Spectrum5.7 6.8 (1.1)23.2 25.7 (2.5)
Consolidated INNOVATE
$382.7 $236.6 $146.1 $1,246.0 $1,107.1 $138.9 


Net Loss: For the fourth quarter of 2025, INNOVATE reported a Net loss attributable to common stockholders and participating preferred stockholders of $7.8 million, or $0.58 per fully diluted share, compared to $16.9 million, or $1.29 per fully diluted share, for the prior year quarter. The decrease in Net loss was primarily driven by a net increase in gross profit of $12.5 million and a $4.1 million decrease in tax expense, which was partially offset by a $4.4 million increase in interest expense, a $1.8 million decrease in other income, net and a net decrease in other operating income of $0.5 million. The net increase in gross profit was primarily driven by our Infrastructure segment due to timing and size of projects, which had increased activity subsequent to the comparable period on certain large construction projects, which was partially offset by our Spectrum segment due to the termination of certain customers. The decrease in tax expense was primarily driven by lower pre-tax results, as well as limitations on the utilization of net operating losses (“NOL”) by INNOVATE's U.S. consolidated group in the comparable year as a result of the Internal Revenue Code Section 382 and the Tax Cuts and Jobs Act's 80 percent limitation on NOLs incurred after 2017. The net increase in interest expense was primarily driven by our Non-Operating Corporate segment mainly due to the refinancing transactions that closed in the third quarter. The decrease in other income, net, was primarily driven by an increase in foreign currency translation losses from our Infrastructure segment. The net decrease in other operating income was primarily driven by our Infrastructure segment as a result of unrepeated gains on lease modifications.
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NET INCOME (LOSS) by OPERATING SEGMENT
(in millions)Three Months Ended December 31,Year Ended December 31,
20252024Increase / (Decrease)20252024Increase / (Decrease)
Infrastructure$10.6 $8.7 $1.9 $29.5 $40.3 $(10.8)
Life Sciences(3.5)(5.4)1.9 (22.2)(19.7)(2.5)
Spectrum(6.1)(4.6)(1.5)(23.5)(20.0)(3.5)
Non-Operating Corporate
(8.3)(15.3)7.0 (44.3)(35.3)(9.0)
Other and eliminations(0.1)— (0.1)(0.1)0.1 (0.2)
Net loss attributable to INNOVATE Corp.$(7.4)$(16.6)9.2 $(60.6)$(34.6)$(26.0)
Less: Preferred stock dividends0.4 0.3 0.1 3.4 1.2 2.2 
Net loss attributable to common stockholders and participating preferred stockholders$(7.8)$(16.9)$9.1 $(64.0)$(35.8)$(28.2)

Adjusted EBITDA: For the fourth quarter of 2025, Total Adjusted EBITDA was $24.5 million compared to Total Adjusted EBITDA of $15.0 million for the prior year quarter. The increase in Adjusted EBITDA was primarily driven by our Infrastructure and Life Sciences segments, which was partially offset by a decrease at our Spectrum segment. The increase at our Infrastructure segment was primarily driven by an increase in revenue and gross profit at DBMG's commercial structural steel fabrication and erection business and Banker Steel, which had increased activity subsequent to the comparable period on certain large construction projects. These increases were partially offset by the decrease in revenue and gross profit at the industrial maintenance and repair business, which had increased activity in the prior year on certain large construction projects that were completed towards the end of 2024 and an increase in recurring SG&A expenses, primarily driven by an increase in compensation-related expenses. The decrease in Adjusted EBITDA losses at our Life Sciences segment was primarily driven by a reduction in compensation-related expenses at Pansend. The decrease in Adjusted EBITDA at our Spectrum segment was primarily driven by the decrease in revenue.
ADJUSTED EBITDA by OPERATING SEGMENT
(in millions)Three Months Ended December 31,Year Ended December 31,
20252024Increase / (Decrease)20252024Increase/(Decrease)
Infrastructure$28.0 $17.4 $10.6 $87.5 $89.1 $(1.6)
Life Sciences(2.2)(2.5)0.3 (16.1)(14.5)(1.6)
Spectrum1.0 2.3 (1.3)4.4 7.1 (2.7)
Non-Operating Corporate
(2.2)(2.2)— (8.5)(10.4)1.9 
Other and eliminations(0.1)— (0.1)(0.1)— (0.1)
Total Adjusted EBITDA$24.5 $15.0 $9.5 $67.2 $71.3 $(4.1)

Balance Sheet: As of December 31, 2025, INNOVATE had cash and cash equivalents, excluding restricted cash, of $112.1 million compared to $48.8 million as of December 31, 2024. On a stand-alone basis, as of December 31, 2025, our Non-Operating Corporate segment had cash and cash equivalents of $4.2 million compared to $13.8 million as of December 31, 2024.

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Conference Call
INNOVATE will host a live conference call to discuss its fourth quarter and full year 2025 financial results and operations today at 4:30 p.m. ET. The Company will post an earnings supplemental presentation in the Investor Relations section of the INNOVATE website at innovate-ir.com to accompany the conference call. Dial-in instructions for the conference call and the replay follows.
Live Webcast and Call. A live webcast of the conference call can be accessed by interested parties through the Investor Relations section of the INNOVATE website at innovate-ir.com.
Dial-in: 1-877-704-4453 (Domestic Toll Free) / 1-201-389-0920 (Toll/International)
Conference Replay*
Dial-in: 1-844-512-2921 (Domestic Toll Free) / 1-412-317-6671 (Toll/International)
Conference Number: 13758932
*Available approximately three hours after the end of the conference call through April 9, 2026.
About INNOVATE
INNOVATE is a portfolio of best-in-class assets in three key areas of the new economy – Infrastructure, Life Sciences and Spectrum. Dedicated to stakeholder capitalism, INNOVATE employs approximately 3,700 people across its subsidiaries. For more information, please visit: www.INNOVATECorp.com.

Contacts

Investor Contact:
Anthony Rozmus
ir@innovatecorp.com
(212) 235-2691

Non-GAAP Financial Measures
In this press release, INNOVATE refers to certain financial measures that are not presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), including Total Adjusted EBITDA (excluding discontinued operations, if applicable) and Adjusted EBITDA for its operating segments. In addition, other companies may define Adjusted EBITDA differently than we do, which could limit its usefulness.
Adjusted EBITDA
Management believes that Adjusted EBITDA provides investors with meaningful information for gaining an understanding of our results as it is frequently used by the financial community to provide insight into an organization’s operating trends and facilitates comparisons between peer companies, since interest, taxes, depreciation, amortization and the other items listed in the definition of Adjusted EBITDA below can differ greatly between organizations as a result of differing capital structures and tax strategies. Adjusted EBITDA can also be a useful measure of a company’s ability to service debt. While management believes that non-U.S. GAAP measurements are useful supplemental information, such adjusted results are not intended to replace our U.S. GAAP financial results. Using Adjusted EBITDA as a performance measure has inherent limitations as an analytical tool as compared to net income (loss) or other U.S. GAAP financial measures, as this non-U.S. GAAP measure excludes certain items, including items
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that are recurring in nature, which may be meaningful to investors. As a result of the exclusions, Adjusted EBITDA should not be considered in isolation and does not purport to be an alternative to net income (loss) or other U.S. GAAP financial measures as a measure of our operating performance.

The calculation of Adjusted EBITDA, as defined by us, consists of Net income (loss) attributable to INNOVATE Corp., excluding: discontinued operations, if applicable; depreciation and amortization; other operating (income) loss, which is inclusive of (gain) loss on sale or disposal of assets, lease termination costs, (gains) losses on lease modifications, and asset impairment expense; interest expense; other (income) expense, net; income tax expense (benefit); non-controlling interest; share-based compensation expense; realignment and exit costs; debt refinancing costs; and acquisition and disposition costs.
Cautionary Statement Regarding Forward-Looking Statements
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This press release contains, and certain oral statements made by our representatives from time to time may contain, “forward-looking statements.” Generally, forward-looking statements include information describing actions, events, results, strategies and expectations and are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans,” “seeks,” “estimates,” “projects,” “may,” “will,” “could,” “might,” or “continues” or similar expressions. Such forward-looking statements are based on current expectations and inherently involve certain risks, assumptions and uncertainties. The forward-looking statements in this press release include, without limitation, any statements regarding INNOVATE’s plans and expectations for future growth and ability to capitalize on potential opportunities, the achievement of INNOVATE’s strategic objectives, expectations for performance of new projects and realization of revenue from the backlog at DBMG and the Infrastructure segment, anticipated success from the continued sale of new products in the Life Sciences segment, expectations for advertising revenue growth, new technologies, networks and stations, and potential commercial opportunities in datacasting in the Spectrum segment, our ability to remain in compliance with the NYSE's continued listing standards, and changes in macroeconomic and market conditions and market volatility, including interest rates, the value of securities and other financial assets, and the impact of such changes and volatility on INNOVATE’s financial position. Such statements are based on the beliefs and assumptions of INNOVATE’s management and the management of INNOVATE’s subsidiaries and portfolio companies.

The Company believes these judgments are reasonable, but these statements are not guarantees of performance, results or the creation of stockholder value and the Company’s actual results could differ materially from those expressed or implied in the forward-looking statements due to a variety of important factors, both positive and negative, including those that may be identified in subsequent statements and reports filed with the Securities and Exchange Commission (“SEC”), including in our reports on Forms 10-K, 10-Q, and 8-K. Such important factors include, without limitation: our dependence on distributions from our subsidiaries to fund our operations and payments on our obligations; our ability to continue operating as a going concern; our expectations and timing with respect to any strategic dispositions and sales of our operating subsidiaries, or businesses, including, without limitation, the sales of DBMG and HC2 Broadcasting Holdings Inc.; the possibility of indemnification claims arising out of divestitures of businesses; the impact on our business and financial condition of our substantial indebtedness and any significant additional indebtedness and other financing obligations we may incur; our possible inability to raise additional capital when needed or refinance our existing debt, on attractive terms, or at all; our dependence on the retaining and recruitment of key personnel; volatility in the trading price of our common stock; the impact of potential supply chain disruptions, labor shortages and increases in overall price levels, including in steel and transportation costs; interest rate environment; developments relating to the hostilities in
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Ukraine, the Middle East and Venezuela; increased competition in the markets in which our operating segments conduct their businesses; our ability to successfully identify any strategic acquisitions or business opportunities; uncertain global economic conditions in the markets in which our operating segments conduct their businesses; changes in regulations and tax laws; covenant noncompliance risk; tax consequences associated with our acquisitions, holding and disposition of target companies and assets; the ability of our operating segments to attract and retain customers; and our expectations regarding the timing, extent and effectiveness of any cost reduction initiatives and management’s ability to moderate or control discretionary spending.
Although INNOVATE believes its expectations and assumptions regarding its future operating performance are reasonable, there can be no assurance that the expectations reflected herein will be achieved. These risks and other important factors discussed under the caption “Risk Factors” in our most recent Annual Report on Form 10-K filed with the SEC, and our other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release.

You should not place undue reliance on forward-looking statements. All forward-looking statements attributable to INNOVATE or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and unless legally required, INNOVATE undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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INNOVATE CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except shares and per share amounts)





(Unaudited)
Three Months Ended December 31,Year Ended December 31,
2025202420252024
Revenue$382.7 $236.6 $1,246.0 $1,107.1 
Cost of revenue323.8 190.2 1,046.3 898.3 
Gross profit58.9 46.4 199.7 208.8 
Operating expenses:
Selling, general and administrative40.6 40.4 153.1 160.2 
Depreciation and amortization4.4 4.4 17.5 17.6 
Other operating (income) loss(0.4)(0.9)0.4 (9.0)
Income from operations14.3 2.5 28.7 40.0 
Other (expense) income:
Interest expense(24.0)(19.6)(89.0)(74.5)
Loss from equity investees— — (5.9)(2.3)
Other income, net0.4 2.2 4.7 3.4 
Loss from operations before income taxes(9.3)(14.9)(61.5)(33.4)
Income tax benefit (expense)1.7 (2.4)(2.5)(6.3)
Net loss(7.6)(17.3)(64.0)(39.7)
Net loss attributable to non-controlling interests and redeemable non-controlling interests0.2 0.7 3.4 5.1 
Net loss attributable to INNOVATE Corp.(7.4)(16.6)(60.6)(34.6)
Less: Preferred stock dividends0.4 0.3 3.4 1.2 
Net loss attributable to common stockholders and participating preferred stockholders$(7.8)$(16.9)$(64.0)$(35.8)
Loss per common share - basic and diluted
$(0.58)$(1.29)$(4.84)$(3.08)
Weighted-average common shares outstanding - basic and diluted13,340,586 13,080,562 13,217,593 10,696,274 

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INNOVATE CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share amounts)





December 31,
2025
December 31,
2024
Assets
Current assets
Cash and cash equivalents$112.1 $48.8 
Accounts receivable, net241.1 194.0 
Contract assets64.1 106.3 
Inventory16.0 20.8 
Other current assets18.2 21.0 
Total current assets451.5 390.9 
Investments1.8 3.6 
Deferred tax asset2.0 1.6 
Property, plant and equipment, net141.8 133.6 
Goodwill127.0 126.7 
Intangibles, net165.2 172.4 
Other assets60.8 62.3 
Total assets$950.1 $891.1 
Liabilities, temporary equity and stockholders’ deficit
Current liabilities
Accounts payable $141.4 $84.8 
Accrued liabilities122.5 109.7 
Current portion of debt obligations581.4 162.2 
Contract liabilities171.9 109.1 
Other current liabilities 16.9 17.2 
Total current liabilities1,034.1 483.0 
Deferred tax liability4.7 4.4 
Debt obligations80.3 500.6 
Other liabilities46.3 46.8 
Total liabilities1,165.4 1,034.8 
Commitments and contingencies
Temporary equity
Preferred Stock Series A-3 and Preferred Stock Series A-4, $0.001 par value9.3 16.1 
Shares authorized: 20,000,000; Shares issued and outstanding: 6,125 and 6,125 of Series A-3; 1,937 and 10,000 of Series A-4, respectively.
Redeemable non-controlling interests1.6 (0.5)
Total temporary equity10.9 15.6 
Stockholders’ deficit
Common stock, $0.001 par value— — 
Shares authorized: 250,000,000
Shares issued: 13,818,904 and 13,410,179, respectively
Shares outstanding: 13,655,062 and 13,261,379, respectively
Additional paid-in capital350.1 350.1 
Treasury stock, at cost: 163,842 and 148,800 shares, respectively(5.6)(5.4)
Accumulated deficit(582.5)(521.9)
Accumulated other comprehensive loss(2.1)(3.2)
Total INNOVATE Corp. stockholders’ deficit(240.1)(180.4)
Non-controlling interests13.9 21.1 
Total stockholders’ deficit(226.2)(159.3)
Total liabilities, temporary equity and stockholders’ deficit$950.1 $891.1 

9


INNOVATE CORP.
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA
(Unaudited, in millions)

(in millions)Three Months Ended December 31, 2025
InfrastructureLife SciencesSpectrumNon-Operating CorporateOther and EliminationsINNOVATE
Net income (loss) attributable to INNOVATE Corp.$10.6 $(3.5)$(6.1)$(8.3)$(0.1)$(7.4)
Adjustments to reconcile net income (loss) to Adjusted EBITDA:
Depreciation and amortization2.9 0.1 1.4 — — 4.4 
Depreciation and amortization (included in cost of revenue)3.2 — — — — 3.2 
Other operating loss (income)0.2 — (0.6)— — (0.4)
Interest expense1.8 2.0 4.0 16.2 — 24.0 
Other (income) expense, net(1.1)— 2.4 (1.7)— (0.4)
Income tax expense (benefit)7.4 — 0.2 (9.3)— (1.7)
Non-controlling interest0.9 (0.8)(0.3)— — (0.2)
Share-based compensation expense— — — 0.5 — 0.5 
Realignment and exit costs1.3 — — — — 1.3 
Acquisition and disposition costs0.8 — — 0.4 — 1.2 
Adjusted EBITDA$28.0 $(2.2)$1.0 $(2.2)$(0.1)$24.5 



(in millions)Three Months Ended December 31, 2024
InfrastructureLife SciencesSpectrumNon-Operating CorporateOther and EliminationsINNOVATE
Net income (loss) attributable to INNOVATE Corp.$8.7 $(5.4)$(4.6)$(15.3)$— $(16.6)
Adjustments to reconcile net income (loss) to Adjusted EBITDA:
Depreciation and amortization3.1 0.1 1.2 — — 4.4 
Depreciation and amortization (included in cost of revenue)3.7 — — — — 3.7 
Other operating (income)(0.8)— (0.1)— — (0.9)
Interest expense2.6 3.4 3.7 9.9 — 19.6 
Other expense (income) expense, net(3.1)(0.4)2.2 (0.9)— (2.2)
Income tax (benefit) expense(0.5)— 0.2 2.7 — 2.4 
Non-controlling interest0.8 (1.2)(0.3)— — (0.7)
Share-based compensation expense— 0.9 — 1.4 — 2.3 
Realignment and exit costs2.6 — — — — 2.6 
Acquisition and disposition costs0.3 0.1 — — — 0.4 
Adjusted EBITDA$17.4 $(2.5)$2.3 $(2.2)$— $15.0 



10


INNOVATE CORP.
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA
(Unaudited, in millions)
(in millions)Year Ended December 31, 2025
InfrastructureLife SciencesSpectrumNon-Operating CorporateOther and EliminationsINNOVATE
Net income (loss) attributable to INNOVATE Corp.$29.5 $(22.2)$(23.5)$(44.3)$(0.1)$(60.6)
Adjustments to reconcile net income (loss) to Adjusted EBITDA:
Depreciation and amortization12.1 0.4 5.0 — — 17.5 
Depreciation and amortization (included in cost of revenue)12.9 — — — — 12.9 
Other operating loss (income)1.4 — (1.0)— — 0.4 
Interest expense8.7 14.8 15.4 50.1 — 89.0 
Other (income) expense, net(1.9)(4.6)9.3 (7.5)— (4.7)
Income tax expense (benefit)16.2 — 0.2 (13.9)— 2.5 
Non-controlling interest2.8 (4.8)(1.4)— — (3.4)
Share-based compensation expense— 0.3 — 2.4 — 2.7 
Realignment and exit costs4.9 — 0.2 — — 5.1 
Debt refinancing costs0.1 — 0.2 4.3 — 4.6 
Acquisition and disposition costs0.8 — — 0.4 — 1.2 
Adjusted EBITDA$87.5 $(16.1)$4.4 $(8.5)$(0.1)$67.2 

(in millions)Year Ended December 31, 2024
InfrastructureLife SciencesSpectrumNon-Operating CorporateOther and EliminationsINNOVATE
Net income (loss) attributable to INNOVATE Corp.$40.3 $(19.7)$(20.0)$(35.3)$0.1 $(34.6)
Adjustments to reconcile net income (loss) to Adjusted EBITDA:
Depreciation and amortization12.0 0.4 5.1 0.1 — 17.6 
Depreciation and amortization (included in cost of revenue)15.2 0.1 — — — 15.3 
Other operating (income) loss(9.6)— 0.4 0.2 — (9.0)
Interest expense10.3 9.8 14.3 40.1 — 74.5 
Other (income) expense, net(3.9)0.8 8.5 (8.7)(0.1)(3.4)
Income tax expense (benefit)15.2 — 0.2 (9.1)— 6.3 
Non-controlling interest3.8 (7.3)(1.6)— — (5.1)
Share-based compensation expense— 1.2 — 2.2 — 3.4 
Realignment and exit costs5.2 — — — — 5.2 
Acquisition and disposition costs0.6 0.2 0.2 0.1 — 1.1 
Adjusted EBITDA$89.1 $(14.5)$7.1 $(10.4)$— $71.3 




11
INNOVATE Corp. 2026 INNOVATE Corp. Q4 2025 Earnings Release Supplement March 26, 2026


 

INNOVATE Corp. 2026 Safe Harbor Disclaimers 2 Cautionary Statement Regarding Forward-Looking Statements Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This presentation contains, and certain oral statements made by our representatives from time to time may contain, "forward-looking statements." Generally, forward-looking statements include information describing actions, events, results, strategies and expectations and are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans,” “seeks,” “estimates,” “projects,” “may,” “will,” “could,” “might,” or “continues” or similar expressions. Such forward-looking statements are based on current expectations and inherently involve certain risks, assumptions and uncertainties. The forward-looking statements in this presentation include, without limitation, any statements regarding INNOVATE’s plans and expectations for future growth and ability to capitalize on potential opportunities, the achievement of INNOVATE’s strategic objectives, expectations for performance of new projects and realization of revenue from the backlog at DBMG and the Infrastructure segment, anticipated success from the continued sale of new products in the Life Sciences segment, expectations for advertising revenue growth, new technologies, networks and stations, and potential commercial opportunities in datacasting in the Spectrum segment, our ability to remain in compliance with the NYSE's continued listing standards, and changes in macroeconomic and market conditions and market volatility, including interest rates, the value of securities and other financial assets, and the impact of such changes and volatility on INNOVATE’s financial position. Such statements are based on the beliefs and assumptions of INNOVATE’s management and the management of INNOVATE’s subsidiaries and portfolio companies. The Company believes these judgments are reasonable, but these statements are not guarantees of performance, results or the creation of stockholder value and the Company’s actual results could differ materially from those expressed or implied in the forward-looking statements due to a variety of important factors, both positive and negative, including those that may be identified in subsequent statements and reports filed with the Securities and Exchange Commission (“SEC”), including in our reports on Forms 10-K, 10-Q, and 8-K. Such important factors include, without limitation: our dependence on distributions from our subsidiaries to fund our operations and payments on our obligations; our ability to continue operating as a going concern; our expectations and timing with respect to any strategic dispositions and sales of our operating subsidiaries, or businesses, including, without limitation, the sales of DBMG and HC2 Broadcasting Holdings Inc.; the possibility of indemnification claims arising out of divestitures of businesses; the impact on our business and financial condition of our substantial indebtedness and any significant additional indebtedness and other financing obligations we may incur; our possible inability to raise additional capital when needed or refinance our existing debt, on attractive terms, or at all; our dependence on the retaining and recruitment of key personnel; volatility in the trading price of our common stock; the impact of potential supply chain disruptions, labor shortages and increases in overall price levels, including in steel and transportation costs; interest rate environment; developments relating to the hostilities in Ukraine, the Middle East and Venezuela; increased competition in the markets in which our operating segments conduct their businesses; our ability to successfully identify any strategic acquisitions or business opportunities; uncertain global economic conditions in the markets in which our operating segments conduct their businesses; changes in regulations and tax laws; covenant noncompliance risk; tax consequences associated with our acquisitions, holding and disposition of target companies and assets; the ability of our operating segments to attract and retain customers; and our expectations regarding the timing, extent and effectiveness of any cost reduction initiatives and management’s ability to moderate or control discretionary spending. Although INNOVATE believes its expectations and assumptions regarding its future operating performance are reasonable, there can be no assurance that the expectations reflected herein will be achieved. These risks and other important factors discussed under the caption “Risk Factors” in our most recent Annual Report on Form 10-K filed with the SEC, and our other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this presentation. You should not place undue reliance on forward-looking statements. All forward-looking statements attributable to INNOVATE or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and unless legally required, INNOVATE undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.


 

INNOVATE Corp. 2026 Safe Harbor Disclaimers 3 Non-GAAP Financial Measures In this earnings release supplement, INNOVATE refers to certain financial measures that are not presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), including Total Adjusted EBITDA (excluding discontinued operations, if applicable) and Adjusted EBITDA for its operating segments. In addition, other companies may define Adjusted EBITDA differently than we do, which could limit its usefulness. Adjusted EBITDA Management believes that Adjusted EBITDA provides investors with meaningful information for gaining an understanding of our results as it is frequently used by the financial community to provide insight into an organization’s operating trends and facilitates comparisons between peer companies, since interest, taxes, depreciation, amortization and the other items listed in the definition of Adjusted EBITDA below can differ greatly between organizations as a result of differing capital structures and tax strategies. Adjusted EBITDA can also be a useful measure of a company’s ability to service debt. While management believes that non-U.S. GAAP measurements are useful supplemental information, such adjusted results are not intended to replace our U.S. GAAP financial results. Using Adjusted EBITDA as a performance measure has inherent limitations as an analytical tool as compared to net income (loss) or other U.S. GAAP financial measures, as this non-U.S. GAAP measure excludes certain items, including items that are recurring in nature, which may be meaningful to investors. As a result of the exclusions, Adjusted EBITDA should not be considered in isolation and does not purport to be an alternative to net income (loss) or other U.S. GAAP financial measures as a measure of our operating performance. The calculation of Adjusted EBITDA, as defined by us, consists of Net income (loss) attributable to INNOVATE Corp., excluding: discontinued operations, if applicable; depreciation and amortization; other operating (income) loss, which is inclusive of (gain) loss on sale or disposal of assets, lease termination costs, (gains) losses on lease modifications, and asset impairment expense; interest expense; other (income) expense, net; income tax expense (benefit); non-controlling interest; share-based compensation expense; realignment and exit costs; debt refinancing costs; and acquisition and disposition costs. Third Party Sources Third party information presented in this earnings release supplement is based on sources we believe to be reliable; however, there can be no assurance information so presented will prove accurate in whole or in part.


 

INNOVATE Corp. 2026 Fourth Quarter 2025 & Recent Highlights 4 ■ DBM Global Inc.'s ("DBMG") adjusted backlog, which takes into consideration awarded but not yet signed contracts, was $1.8 billion in the fourth quarter, an increase of approximately $0.7 billion since the end of 2024. ■ MediBeacon received approval from the U.S. Food and Drug Administration ("FDA") for the next generation MediBeacon® TGFR System including the latest TGFR Reusable Sensor. ■ Despite R2 Technologies, Inc.'s ("R2") 24.4% decline in fourth quarter revenue to $3.1 million, R2 delivered full year 2025 revenue growth of 27.6% to $12.5 million. ■ Spectrum's recent major network launches like Lionsgate's MovieSphere Gold should start to show favorable results in 2026. DBMG maintains robust adjusted backlog; MediBeacon received U.S. FDA approval for the next generation MediBeacon® TGFRTM System ; R2 grew revenue ~28%, year- over-year; Spectrum's new network launches to show strength in 2026


 

INNOVATE Corp. 2026 ■ In December, MediBeacon received approval from the U.S. FDA for the next generation MediBeacon® TGFRTM System including the latest TGFR Reusable Sensor. ■ Full year 2025 revenue grew ~28%, compared to the same period in 2024. ■ Momentum continues to be fueled by increased demand outside North America. ■ Backlog of ~80 units globally. ■ Recent major network launches should start to show favorable results this year. ■ Joint venture underway with major mobile wireless carrier continues; trials continue to be successful. ■ Reported backlog of $1.7B and total adjusted backlog(1) of $1.8B. ■ Adjusted backlog(1) has increased approximately $0.7B since year-end 2024. ■ Year-to-date revenue of $1.2B. Segment Highlights Infrastructure Highlights Life Sciences Highlights Spectrum Highlights 5(1) Adjusted backlog takes into consideration awarded, but not yet signed contracts.


 

INNOVATE Corp. 2026 Consolidated Q4 Results ■ Revenue increased $146.1M or 61.7% driven primarily by our Infrastructure segment, which was partially offset by decreases at our Spectrum and Life Sciences segments. The increase at our Infrastructure segment was primarily driven by the timing and size of projects at DBMG's commercial structural steel fabrication and erection business, Banker Steel, and the construction modeling and detailing business, which had increased activity subsequent to the comparable period on certain large construction projects. The increases were partially offset by the timing and size of projects at the industrial maintenance and repair business, which had increased activity in the prior year on certain large commercial construction projects that were completed towards the end of 2024. The decrease at our Spectrum segment was primarily driven by the termination of certain customers. The decrease at our Life Sciences segment was attributable to R2, primarily driven by decreases in Glacial fx and Glacial Rx unit sales in North America. ■ Net loss attributable to INNOVATE Corp. of $7.4M ■ Adjusted EBITDA(2) increased by $9.5M to $24.5M primarily driven by our Infrastructure segment, which was partially offset by a decrease at our Spectrum segment. Infrastructure ■ Net Income of $10.6M(1) ■ Adjusted EBITDA(2) up $10.6M year-over-year primarily driven by an increase in revenue and gross profit at DBMG's commercial structural steel fabrication and erection business and Banker Steel, which had increased activity subsequent to the comparable period on certain large construction projects. These increases were partially offset by the decrease in revenue and gross profit at the industrial maintenance and repair business, which had increased activity in the prior year on certain large construction projects that were completed towards the end of 2024 and an increase in recurring SG&A expenses, primarily driven by a increase in compensation- related expenses. ■ Reported backlog and adjusted(3) backlog of $1.7B and $1.8B, respectively, compared to reported backlog and adjusted(3) backlog of $1.0B and $1.1B, respectively, at December 31, 2024. Life Sciences ■ Revenue of $3.1M attributable to R2, which decreased $1.0M or 24.4%, primarily driven by primarily driven decreases in Glacial fx and Glacial Rx unit sales in North America. ■ Adjusted EBITDA(2) losses down $0.3M year-over-year primarily driven by a reduction in compensation-related expenses at Pansend. Spectrum ■ Net loss of $6.1M(1) ■ Adjusted EBITDA(2) decreased by $1.3M year-over-year, primarily driven by the termination of certain customers. Non-Operating Corporate ■ Adjusted EBITDA(2) losses were $2.2M, consistent with the fourth quarter of 2024. Q4 2025 QTD Financial Highlights Revenue ($ millions) 4Q25 4Q24 Infrastructure $ 373.9 $ 225.7 Life Sciences 3.1 4.1 Spectrum 5.7 6.8 Consolidated INNOVATE $ 382.7 $ 236.6 Net income (loss) Attrib. to INNOVATE Corp. & Adjusted EBITDA 4Q25 4Q24 ($ millions) NI(1) Adjusted EBITDA(2) NI(1) Adjusted EBITDA(2) Infrastructure $ 10.6 $ 28.0 $ 8.7 $ 17.4 Life Sciences (3.5) (2.2) (5.4) (2.5) Spectrum (6.1) 1.0 (4.6) 2.3 Non-Operating Corporate (8.3) (2.2) (15.3) (2.2) Other & Eliminations (0.1) (0.1) — — Consolidated INNOVATE $ (7.4) $ 24.5 $ (16.6) $ 15.0 (1) Net income (loss) attributable to INNOVATE Corp. (2) See Appendix for reconciliation of Non-GAAP to U.S. GAAP. (3) Adjusted backlog takes into consideration awarded, but not yet signed contracts. 6 Fourth Quarter Consolidated Revenue and Adjusted EBITDA(2) of $382.7 million and $24.5 million, respectively


 

INNOVATE Corp. 2026 ■ 65.7% revenue increase primarily driven by the timing and size of projects at DBMG's commercial structural steel fabrication and erection business, Banker Steel, and the construction modeling and detailing business, which had increased activity subsequent to the comparable period on certain large construction projects. The increases were partially offset by the timing and size of projects at the industrial maintenance and repair business, which had increased activity in the prior year on certain large commercial construction projects that were completed towards the end of 2024. ■ Adjusted EBITDA(2) increase was primarily driven by an increase in revenue and gross profit at DBMG's commercial structural steel fabrication and erection business and Banker Steel, which had increased activity subsequent to the comparable period on certain large construction projects. These increases were partially offset by the decrease in revenue and gross profit at the industrial maintenance and repair business, which had increased activity in the prior year on certain large construction projects that were completed towards the end of 2024 and an increase in recurring SG&A expenses, primarily driven by a increase in compensation-related expenses. ■ Reported backlog and adjusted backlog, which takes into consideration awarded but not yet signed contracts, of $1.7B and $1.8B, respectively. Financials ($ millions) 4Q25 4Q24 Revenue $ 373.9 $ 225.7 Net Income(1) $ 10.6 $ 8.7 Adjusted EBITDA (2) $ 28.0 $ 17.4 (1) Net income attributable to INNOVATE Corp. (2) See Appendix for reconciliation of Non-GAAP to U.S. GAAP. All data as of December 31, 2025 unless otherwise noted. Segment Highlights - Infrastructure DBM Global ("DBMG") 7 $957.2 $1,369.9 $1,254.4 $1,548.4 $1,723.9 Backlog Adjusted Backlog 4Q24 1Q25 2Q25 3Q25 4Q25 500 1,000 1,500 2,000 ~$1,784.4 Trending Backlog Overview Near-Term Focus ($ millions) ■ Convert backlog to revenue while assessing additional opportunities to add to backlog in the commercial and industrial sectors as they come to market. ■ Sustain strong momentum in 2026, driven by improving demand across markets and continued backlog growth.


 

INNOVATE Corp. 2026 ■ MediBeacon received approval from the U.S. FDA for the next generation MediBeacon® TGFRTM System including the latest TGFR Reusable Sensor. ■ MediBeacon's Center of Excellence rollout is underway. Their first TGFR order is placed at a leading academic center, expanding adoption across transplant, oncology and cardiology use cases in the United States. ■ R2 QTD revenue decreased 24.4% over the prior year quarter, however, full year 2025 revenue grew 27.6% over the prior year. ■ R2 worldwide gross system unit sales decreased 19.5% over the prior year quarter, however, full year 2025 worldwide gross system unit sales increased 38.2% over the prior year. ■ R2 restructured its distribution agreement with its China-based partner and secured a minimum purchase agreement of 600 systems over a 3-year period. MediBeaconR2 Technologies, Inc. ("R2") (1) Investment-to-date totals and equity ownership percentages are as of December 31, 2025. (2) R2 fully diluted ownership percentage does not take into account the potential conversion of notes into Series E or F preferred shares. Company Investment to Date Equity % Fully Diluted % R2 Technologies(2) $72.0M 81.0% 72.7% MediBeacon $38.0M 44.6% 39.4% Genovel $4.2M 80.0% 75.2% Triple Ring $0.9M 7.2% 1.6% Scaled Cell Solutions $0.9M 20.1% 20.1% 8 Segment Highlights - Life Sciences Pansend Life Sciences ("Pansend") Summary of Investments(1) $1.0 $1.7 $3.0 $4.1 $3.1 $3.2 $3.1 $3.1 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25 R2 Trending Revenue ($ millions)


 

INNOVATE Corp. 2026 Financials ($ millions) 4Q25 4Q24 Revenue $ 5.7 $ 6.8 Net Loss(1) $ (6.1) $ (4.6) Adjusted EBITDA (2) $ 1.0 $ 2.3 9 Segment Highlights - Spectrum HC2 Broadcasting ("Broadcasting") Overview Near-Term Focus ■ Continuing to make progress with commercial opportunities in datacasting. ■ Spectrum is focused on new network launches in 2026. (1) Net loss attributable to INNOVATE Corp. (2) See Appendix for reconciliation of Non-GAAP to U.S. GAAP. Operating Stations Mix 4Q25 Low Power Television ("LPTV") 201 Class A stations 53 Full-Power stations 3 Total Operating Stations 257 Approximate MHz POPs 2.7 Billion ■ Recent major network launches like Lionsgate's MovieSphere Gold should start to show favorable results in 2026. ■ Favorable FCC rulings over the past year for LPTVs and Class A stations have enabled valuable UHF upgrades and entry into new markets. Combined with the new license filing window that opened on March 19, these developments create significant opportunites to expand U.S. spectrum coverage at marginal cost over the next 6-12 months. After our successful March 19th filings, we now have the opportunity to build out stations in over 40 new markets. ■ Joint venture underway with major mobile wireless carrier continues with successful trials in Atlanta, Las Vegas, and College Station, TX, for data delivery to smartphones over our stations.


 

INNOVATE Corp. 2026 (1) Debt Maturity Profile excludes Preferred Stock and operating leases (2) Due to certain contingent mandatory prepayment provisions, INNOVATE and its subsidiaries may be required to repay debt obligations prior to the contractual maturity dates (3) Debt Amortization and Maturity Profile chart presents debt annual amortization and maturity payments, excluding exit fees and interest payments (4) Excludes restricted cash Debt Summary(1) ($ millions) Maturity(2) Dec-25 Dec-24 10.50% Senior Secured Notes 2027 $ 360.4 $ — 9.50% Convertible Senior Notes 2027 53.5 — CGIC Promissory Note 2027 45.9 31.0 Revolving Line of Credit 2026 20.0 20.0 8.50% Senior Secured Notes 2026 1.9 330.0 7.50% Convertible Senior Notes 2026 0.2 48.9 Infrastructure Debt 2030 87.7 144.7 Spectrum Debt 2026 69.7 69.7 Life Science Debt 2026 47.9 24.0 Total Principal Outstanding $ 687.2 $ 668.3 Unamortized OID and DFC (25.5) (5.5) Total Debt $ 661.7 $ 662.8 Cash & Cash Equivalents(4) 112.1 48.8 Net Debt $ 549.6 $ 614.0 Current Credit Picture 10 Debt Amortization and Maturity Profile $145.3 $466.1 $5.8 $6.4 $63.6 Holdco Infrastructure Spectrum Life Science 2026 2027 2028 2029 2030 $— $100.0 $200.0 $300.0 $400.0 $500.0 ($ millions) (3)


 

INNOVATE Corp. 2026 Appendix Select GAAP Financials & Non-GAAP Reconciliations


 

INNOVATE Corp. 2026 INNOVATE Selected GAAP Financials Income Statement (Unaudited) (in millions) Three Months Ended December 31, Year Ended December 31, 2025 2024 2025 2024 Revenue $ 382.7 $ 236.6 $ 1,246.0 $ 1,107.1 Cost of revenue 323.8 190.2 1,046.3 898.3 Gross profit 58.9 46.4 199.7 208.8 Operating expenses: Selling, general and administrative 40.6 40.4 153.1 160.2 Depreciation and amortization 4.4 4.4 17.5 17.6 Other operating (income) loss (0.4) (0.9) 0.4 (9.0) Income from operations 14.3 2.5 28.7 40.0 Other (expense) income: Interest expense (24.0) (19.6) (89.0) (74.5) Loss from equity investees — — (5.9) (2.3) Other income, net 0.4 2.2 4.7 3.4 Loss from operations before income taxes (9.3) (14.9) (61.5) (33.4) Income tax benefit (expense) 1.7 (2.4) (2.5) (6.3) Net loss (7.6) (17.3) (64.0) (39.7) Net loss attributable to non-controlling interests and redeemable non-controlling interests 0.2 0.7 3.4 5.1 Net loss attributable to INNOVATE Corp. (7.4) (16.6) (60.6) (34.6) Less: Preferred stock dividends 0.4 0.3 3.4 1.2 Net loss attributable to common stockholders and participating preferred stockholders $ (7.8) $ (16.9) $ (64.0) $ (35.8) 12


 

INNOVATE Corp. 2026 Reconciliation of U.S. GAAP Income (Loss) to Adjusted EBITDA 13 (in millions) Three Months Ended December 31, 2025 Infrastructure Life Sciences Spectrum Non-Operating Corporate Other and Eliminations INNOVATE Net income (loss) attributable to INNOVATE Corp. $ 10.6 $ (3.5) $ (6.1) $ (8.3) $ (0.1) $ (7.4) Adjustments to reconcile net income (loss) to Adjusted EBITDA: Depreciation and amortization 2.9 0.1 1.4 — — 4.4 Depreciation and amortization (included in cost of revenue) 3.2 — — — — 3.2 Other operating loss (income) 0.2 — (0.6) — — (0.4) Interest expense 1.8 2.0 4.0 16.2 — 24.0 Other (income) expense, net (1.1) — 2.4 (1.7) — (0.4) Income tax expense (benefit) 7.4 — 0.2 (9.3) — (1.7) Non-controlling interest 0.9 (0.8) (0.3) — — (0.2) Share-based compensation expense — — — 0.5 — 0.5 Realignment and exit costs 1.3 — — — — 1.3 Acquisition and disposition costs 0.8 — — 0.4 — 1.2 Adjusted EBITDA $ 28.0 $ (2.2) $ 1.0 $ (2.2) $ (0.1) $ 24.5


 

INNOVATE Corp. 2026 Reconciliation of U.S. GAAP Income (Loss) to Adjusted EBITDA 14 (in millions) Year Ended December 31, 2025 Infrastructure Life Sciences Spectrum Non-Operating Corporate Other and Eliminations INNOVATE Net income (loss) attributable to INNOVATE Corp. $ 29.5 $ (22.2) $ (23.5) $ (44.3) $ (0.1) $ (60.6) Adjustments to reconcile net income (loss) to Adjusted EBITDA: Depreciation and amortization 12.1 0.4 5.0 — — 17.5 Depreciation and amortization (included in cost of revenue) 12.9 — — — — 12.9 Other operating loss (income) 1.4 — (1.0) — — 0.4 Interest expense 8.7 14.8 15.4 50.1 — 89.0 Other (income) expense, net (1.9) (4.6) 9.3 (7.5) — (4.7) Income tax expense (benefit) 16.2 — 0.2 (13.9) — 2.5 Non-controlling interest 2.8 (4.8) (1.4) — — (3.4) Share-based compensation expense — 0.3 — 2.4 — 2.7 Realignment and exit costs 4.9 — 0.2 — — 5.1 Debt refinancing costs 0.1 — 0.2 4.3 — 4.6 Acquisition and disposition costs 0.8 — — 0.4 — 1.2 Adjusted EBITDA $ 87.5 $ (16.1) $ 4.4 $ (8.5) $ (0.1) $ 67.2


 

INNOVATE Corp. 2026 Reconciliation of U.S. GAAP Income (Loss) to Adjusted EBITDA 15 (in millions) Three Months Ended December 31, 2024 Infrastructure Life Sciences Spectrum Non-Operating Corporate Other and Eliminations INNOVATE Net income (loss) attributable to INNOVATE Corp. $ 8.7 $ (5.4) $ (4.6) $ (15.3) $ — $ (16.6) Adjustments to reconcile net income (loss) to Adjusted EBITDA: Depreciation and amortization 3.1 0.1 1.2 — — 4.4 Depreciation and amortization (included in cost of revenue) 3.7 — — — — 3.7 Other operating (income) (0.8) — (0.1) — — (0.9) Interest expense 2.6 3.4 3.7 9.9 — 19.6 Other expense (income) expense, net (3.1) (0.4) 2.2 (0.9) — (2.2) Income tax (benefit) expense (0.5) — 0.2 2.7 — 2.4 Non-controlling interest 0.8 (1.2) (0.3) — — (0.7) Share-based compensation expense — 0.9 — 1.4 — 2.3 Realignment and exit costs 2.6 — — — — 2.6 Acquisition and disposition costs 0.3 0.1 — — — 0.4 Adjusted EBITDA $ 17.4 $ (2.5) $ 2.3 $ (2.2) $ — $ 15.0


 

INNOVATE Corp. 2026 Reconciliation of U.S. GAAP Income (Loss) to Adjusted EBITDA 16 (in millions) Year Ended December 31, 2024 Infrastructure Life Sciences Spectrum Non-Operating Corporate Other and Eliminations INNOVATE Net income (loss) attributable to INNOVATE Corp. $ 40.3 $ (19.7) $ (20.0) $ (35.3) $ 0.1 $ (34.6) Adjustments to reconcile net income (loss) to Adjusted EBITDA: Depreciation and amortization 12.0 0.4 5.1 0.1 — 17.6 Depreciation and amortization (included in cost of revenue) 15.2 0.1 — — — 15.3 Other operating (income) loss (9.6) — 0.4 0.2 — (9.0) Interest expense 10.3 9.8 14.3 40.1 — 74.5 Other (income) expense, net (3.9) 0.8 8.5 (8.7) (0.1) (3.4) Income tax expense (benefit) 15.2 — 0.2 (9.1) — 6.3 Non-controlling interest 3.8 (7.3) (1.6) — — (5.1) Share-based compensation expense — 1.2 — 2.2 — 3.4 Realignment and exit costs 5.2 — — — — 5.2 Acquisition and disposition costs 0.6 0.2 0.2 0.1 — 1.1 Adjusted EBITDA $ 89.1 $ (14.5) $ 7.1 $ (10.4) $ — $ 71.3


 

FAQ

How did INNOVATE Corp. (VATE) perform financially in Q4 2025?

INNOVATE Corp. posted Q4 2025 revenue of $382.7 million, up 61.7% from $236.6 million. Net loss attributable to common and participating preferred stockholders improved to $7.8 million, or $0.58 per share, while Total Adjusted EBITDA rose to $24.5 million from $15.0 million.

What were INNOVATE Corp. (VATE)’s full-year 2025 results?

For 2025, INNOVATE Corp. generated revenue of $1,246.0 million, up 12.5% from $1,107.1 million. Net loss attributable to common and participating preferred stockholders increased to $64.0 million from $35.8 million, and Total Adjusted EBITDA declined slightly to $67.2 million from $71.3 million.

How is INNOVATE Corp.’s Infrastructure segment performing?

The Infrastructure segment reported Q4 2025 revenue of $373.9 million, up 65.7% from $225.7 million, and Adjusted EBITDA of $28.0 million. DBM Global’s reported backlog was $1.7 billion with adjusted backlog of $1.8 billion, up from $1.1 billion adjusted backlog at December 31, 2024.

What progress did INNOVATE Corp. (VATE) report in its Life Sciences businesses?

MediBeacon received U.S. FDA approval for its next-generation MediBeacon TGFR System and began a Center of Excellence rollout in the U.S. R2’s full-year 2025 revenue grew 27.6% to $12.5 million, supported by a 600-system minimum purchase agreement in China.

What challenges is INNOVATE Corp.’s Spectrum segment facing?

The Spectrum segment’s Q4 2025 revenue declined to $5.7 million from $6.8 million, and Adjusted EBITDA fell to $1.0 million from $2.3 million. Management cited advertising softness and customer terminations, though it highlighted new network launches, favorable FCC rulings and successful datacasting trials as future opportunities.

What is INNOVATE Corp. (VATE)’s debt and liquidity position at year-end 2025?

As of December 31, 2025, INNOVATE Corp. had $112.1 million of cash and cash equivalents and total debt of $661.7 million, resulting in net debt of $549.6 million. Total liabilities were $1,165.4 million, exceeding total assets of $950.1 million and contributing to a stockholders’ deficit.

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Engineering & Construction
Fabricated Structural Metal Products
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