INNOVATE Corp. (NYSE: VATE) to sell DBM Global for $650M and cut debt

Q: How much cash and stock will INNOVATE Corp. (VATE) receive from the DBMG sale?

INNOVATE expects about $453 million in cash and 215,487 IES shares valued at $140 million under the agreement, plus $35 million in cash for a Section 338 tax election, subject to customary post-closing adjustments.

Q: What impact will the DBMG and Spectrum transactions have on INNOVATE Corp. (VATE)’s business mix?

If both close, the transactions are expected to eliminate substantially all consolidated operating revenue . INNOVATE would mainly hold a minority interest in the broadcasting survivor, its Life Sciences segment and limited other activities.

Q: What are the key closing conditions and expected timing for INNOVATE Corp. (VATE)’s DBMG sale?

Closing is targeted for the quarter ending December 31, 2026 , subject to HSR clearance, SEC clearance of a Schedule 14C information statement, customary representations and covenants, absence of a Material Adverse Effect and execution of certain employee agreements.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

INNOVATE Corp. agreed to sell its approximately 91.21% stake in DBM Global Inc. to IES Holdings as part of a transaction valuing DBMG at $650 million, with customary closing adjustments. INNOVATE will receive about $453 million in cash and 215,487 IES common shares (valued at $140 million under the agreement), plus an additional $35 million cash tied to a Section 338 tax election.

The company plans to use all net cash proceeds and any sale proceeds from the stock consideration to repay its revolving credit facility, mandatorily redeem its 10.500% Senior Secured Notes due 2027, and then fund the required offer to purchase its 9.5% Convertible Senior Secured Notes due 2027 at 100% of principal plus accrued interest. Supplemental indentures modify note covenants so the DBMG sale is not an Asset Sale or Change of Control and require net cash proceeds to redeem the secured notes within 15 days and to fund the convertible note offer within 45 days of closing.

INNOVATE also put in place an at-the-market program with Jefferies to sell up to $31 million of common stock, paying a 3.0% commission on gross proceeds. Together with a separate Broadcasting disposition, the DBMG sale is expected to eliminate substantially all consolidated operating revenue and leave INNOVATE primarily with sale proceeds applied to debt, a minority interest in the post-merger broadcasting entity, its Life Sciences segment and limited other activities; the company warns past results will not be indicative of future performance and that it may temporarily qualify as an inadvertent investment company under the Investment Company Act.

Positive

$650 million DBMG sale provides substantial liquidity, with INNOVATE’s share including about $453 million in cash and IES stock valued at $140 million under the agreement.
Company intends to direct all net proceeds from the DBMG sale (and any IES share sales) to repay its revolving credit facility and redeem 2027 senior and convertible notes, significantly reducing leverage.
Supplemental indentures and noteholder consents clarify the DBMG transaction is not a Change of Control or Asset Sale under the notes and establish a defined path to use proceeds for required redemptions.
New $31 million at-the-market equity program with Jefferies increases capital-raising flexibility to complement asset-sale proceeds.

Negative

Company discloses that, combined with the Broadcasting transaction, the DBMG sale will eliminate substantially all consolidated operating revenue, leaving a much smaller operating base.
Management expects that after required debt repayments there will be no net cash proceeds retained from the DBMG sale, limiting immediate liquidity benefits beyond deleveraging.
If the IES stock lock-up has not expired when debt repayments come due, the company may need additional financing or extensions to meet those obligations before it can monetize the stock consideration.
Following the DBMG and Spectrum transactions, INNOVATE anticipates it may become an inadvertent investment company and must rely on the transient investment company exclusion, adding regulatory and strategic uncertainty.

Filing Explained

The modeled dispositions remain hypothetical as of June 30, 2026; the DBMG sale remains uncompleted.

Form 8-K reports the signed DBMG sale agreement, but the transaction remains pending: closing is expected in the quarter ending December 31, 2026 and requires customary conditions. If completed, the company intends to direct the transaction’s net proceeds to debt repayment.

The accompanying pro forma model estimates net cash proceeds after DBMG debt, fees, payments to other DBMG holders and estimated taxes, with the proceeds assumed to be applied to corporate debt; these are estimates, not cash received.

Assuming both the DBMG and Broadcasting dispositions occurred as of June 30, 2026, the model shows a substantially reduced post-disposition asset base and remaining stockholders’ deficit.

Separately, the at-the-market agreement permits sales of up to $31 million of common stock through Jefferies, but the company is not required to sell any shares; this is issuance capacity rather than an issuance already completed.

The filing identifies a funding uncertainty if the DBMG stock consideration remains locked up when debt payments are due: the company may then need financing or payment extensions, while the transaction still requires regulatory and other closing conditions.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 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 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

DBMG transaction value: $650 million INNOVATE ownership sold: 91.21% Cash to INNOVATE from DBMG sale: approximately $453 million +5 more

8 metrics

DBMG transaction value $650 million Aggregate base purchase consideration for DBM Global Inc., subject to adjustments

INNOVATE ownership sold 91.21% Approximate stake in DBM Global common stock being sold by INNOVATE and Intermediate

Cash to INNOVATE from DBMG sale approximately $453 million Seller’s cash portion of DBMG consideration before customary adjustments

IES stock consideration 215,487 shares IES common shares valued at $140.0 million using a $649.69 reference price

Section 338 election payment $35 million Additional cash paid by Buyer to compensate Seller for tax election costs

ATM capacity $31,000,000 Maximum aggregate offering amount of common stock under Jefferies Sales Agreement

Jefferies commission 3.0% Commission on gross sales proceeds for shares sold in the at-the-market program

Pro forma DBMG sale gain $219.9 million Estimated gain on DBMG sale before related debt extinguishment adjustments in pro forma balance sheet

Key Terms

Hart-Scott-Rodino Antitrust Improvements Act of 1976, Section 338 of the Internal Revenue Code, at-the-market offering, Investment Company Act of 1940, +2 more

6 terms

Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory

"including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"

Section 338 of the Internal Revenue Code financial

"a joint tax election under Section 338 of the Internal Revenue Code to be made with respect to the Transaction"

at-the-market offering financial

"by any method that is deemed to be an “at-the-market offering” as defined in Rule 415(a)(4)"

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

Investment Company Act of 1940 regulatory

"may become classified as an inadvertent investment company under the Investment Company Act of 1940, as amended"

A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.

discontinued operation financial

"DBMG met the criteria to be classified as a discontinued operation, in accordance with ASC 205-20"

A discontinued operation is a part of a company that has been sold, closed, or is planned to be shut down, and will no longer be part of its ongoing business activities. For investors, it matters because it can significantly affect a company's financial results and future outlook, similar to removing a large, ongoing project from a company's operations. Recognizing discontinued operations helps investors better understand a company's current performance separate from parts that are no longer active.

Bridge Loan Facility financial

"provided for a bridge loan facility in an aggregate principal amount of $105 million (the “Bridge Loan Facility”)"

A bridge loan facility is short-term financing that helps a company cover an immediate cash need while it arranges longer-term funding, like a temporary bridge spanning a river until a permanent road is built. For investors, it matters because it signals short-term liquidity pressure or planned transactions, can carry higher interest or fees, and may affect future equity or debt terms if the company must refinance, dilute shares, or accept tighter covenants.

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

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Understanding 8-K Material Events →

Available on EDGAR 08/10/2026 - 08:28 AM Accepted by SEC EDGAR 08/10/2026 - 08:26 AM

FAQ

What transaction did INNOVATE Corp. (VATE) announce involving DBM Global?

INNOVATE agreed to sell 100% of DBM Global Inc., including its approximately 91.21% stake, to IES Holdings in a deal valuing DBMG at $650 million. Consideration to INNOVATE will be a mix of cash, IES stock and a $35 million tax-related payment.

How much cash and stock will INNOVATE Corp. (VATE) receive from the DBMG sale?

INNOVATE expects about $453 million in cash and 215,487 IES shares valued at $140 million under the agreement, plus $35 million in cash for a Section 338 tax election, subject to customary post-closing adjustments.

How does INNOVATE Corp. (VATE) plan to use the DBMG sale proceeds?

The company intends to use all net cash proceeds, and any proceeds from selling the IES shares, to repay its revolving credit facility, mandatorily redeem 10.500% Senior Secured Notes due 2027 and fund the required offer for its 9.5% 2027 convertible notes.

What impact will the DBMG and Spectrum transactions have on INNOVATE Corp. (VATE)’s business mix?

If both close, the transactions are expected to eliminate substantially all consolidated operating revenue. INNOVATE would mainly hold a minority interest in the broadcasting survivor, its Life Sciences segment and limited other activities.

What are the key closing conditions and expected timing for INNOVATE Corp. (VATE)’s DBMG sale?

Closing is targeted for the quarter ending December 31, 2026, subject to HSR clearance, SEC clearance of a Schedule 14C information statement, customary representations and covenants, absence of a Material Adverse Effect and execution of certain employee agreements.

What is INNOVATE Corp. (VATE)’s new at-the-market offering with Jefferies?

INNOVATE entered a Sales Agreement with Jefferies LLC allowing sales of up to $31 million of common stock from time to time. Jefferies earns a 3.0% commission on gross proceeds, with shares sold under an effective Form S-3 shelf registration.

Why does INNOVATE Corp. (VATE) mention potential Investment Company Act implications?

After the DBMG and Spectrum deals, the company expects assets to consist largely of financial interests rather than operating businesses, and it may qualify as an inadvertent investment company, intending to rely on the transient investment company exclusion under Rule 3a-2.

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):			August 7, 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

DBMG Sale

Transaction Agreement

On August 7, 2026, INNOVATE Corp., a Delaware corporation (the “Company”), entered into a Transaction Agreement (the “Transaction Agreement”) by and among the Company, IES Holdings, Inc., a Delaware corporation (“Buyer”), IES Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and DBM Global Intermediate Holdco Inc., a Delaware corporation (“Intermediate” and together with the Company, “Seller”). Pursuant to the Transaction Agreement, upon the terms and subject to the conditions thereof, (i) Seller will sell, and Merger Sub will purchase from Seller, approximately 91.21% of the outstanding shares of common stock of DBM Global, Inc., a Delaware corporation (“DBMG”) (the “Acquisition”) and (ii) immediately following the Acquisition, Merger Sub will merge with and into DBMG pursuant to Section 253 of the Delaware General Corporation Law (“DGCL”), with DBMG surviving the merger as a wholly owned subsidiary of Buyer (the “Merger” and, together with the Acquisition, the “Transaction”), for aggregate base purchase consideration valued at $650 million, subject to customary adjustments at closing for cash, working capital, indebtedness and transaction expenses of DBMG.

The Transaction has been approved by the board of directors of each of the Company, Intermediate, Buyer and Merger Sub. The parties currently expect the Transaction to close in the quarter ending December 31, 2026, subject to the satisfaction of customary closing conditions.

Consideration payable to Seller, representing Seller’s approximately 91.21% pro rata share of the purchase price, will consist of (i) 215,487 shares of the Buyer’s common stock, par value $0.01 per share (the “Stock Consideration”), equal to the quotient of (a) $140 million divided by (b) $649.69 (the reference price used for calculating the Stock Consideration pursuant to the terms of the Transaction Agreement) and (ii) approximately $453 million in cash (subject to customary adjustments). Each of the other DBMG stockholders, collectively representing the remaining approximately 8.79% of outstanding shares of DBMG common stock, will be entitled to receive its pro rata share of the purchase price entirely in cash (subject to customary adjustments), unless such stockholder has made a proper demand for appraisal in accordance with Section 262 of the DGCL. The cash consideration payable to Seller is subject to additional adjustments as set forth in the Transaction Agreement, to be finalized following delivery of a post-closing statement and, if necessary, resolution of any disputes through an independent accounting firm.

Additionally, Buyer will pay Seller $35 million in cash at the closing of the Transaction as compensation for costs and obligations to be borne by Seller in connection with a joint tax election under Section 338 of the Internal Revenue Code to be made with respect to the Transaction.

The Company intends to use all net proceeds from the Transaction to reduce its outstanding indebtedness. Specifically, the Company expects to use the net cash proceeds from the Transaction, as well as any proceeds from sale of the Stock Consideration, to (i) repay the Company’s revolving credit agreement with MSD PCOF Partners IX, LLC (the “Revolving Line of Credit”) (ii) mandatorily redeem the Company’s 10.500% Senior Secured Notes due 2027 (the “10.500% 2027 Senior Secured Notes”) within 15 days after receipt of such net cash proceeds, and (iii) following the indefeasible repayment and satisfaction in full in cash of all obligations under the 10.500% 2027 Senior Secured Notes and all other senior debt, apply remaining proceeds to its required offer to purchase the Company’s 9.5% Convertible Senior Secured Notes due 2027 (the “2027 Convertible Notes”) at a price in cash equal to 100% of the principal amount thereof (unless earlier redeemed), together with accrued and unpaid interest, if any, to the date of purchase. The Company expects that obligations under the Amended and Restated Credit Agreement dated May 20, 2025, by and among DBMG, the lenders party thereto from time to time and UMB BANK, N.A., will be repaid or otherwise satisfied at or before closing, which will reduce the cash proceeds available.

The closing of the Transaction is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the absence of any order enjoining, restraining or otherwise preventing the consummation the Acquisition, (iii) the clearance by the SEC of the information statement (the “Parent Information Statement”) to be filed by the Company at least 20 days prior to the closing date, (iv) the accuracy of the representations and warranties made by Seller and Buyer, subject to certain specified materiality standards and certain exceptions, (v) performance by Seller and Buyer of their respective covenants and agreements under the Transaction Agreement in all material respects, (vi) the absence of any Material Adverse Effect (as defined in the Transaction Agreement) since July 4, 2026 and (vii) the receipt by Buyer of duly executed copies of employment agreements with certain DBMG employees entered into concurrently with the

Transaction Agreement, each of which shall not have been terminated by the employees party thereto prior to August 28, 2026. Buyer’s obligations under the Transaction Agreement are not conditioned on receipt of financing.

The Company expects the Transaction to be taxable for U.S. federal income tax purposes.

The Company made customary representations, warranties and covenants in the Transaction Agreement, including, among others, and subject to certain exceptions, covenants to use reasonable best efforts to cause DBMG and its subsidiaries to conduct its business and operations in the ordinary course consistent with past practice during the period between the date of the Transaction Agreement and the earlier of the closing date of the Transaction and the termination of the Transaction Agreement, as well as covenants not to engage in specified types of actions during this period. The Transaction Agreement also contains certain non-competition and non-solicitation provisions, pursuant to which the Company has agreed, for a period of five (5) years following the closing of the Transaction, to, subject to certain exceptions, not to engage in, or to enter into any business arrangement with or acquire any equity interests in any person engaging in, any business that is the same as, substantially similar to, or competitive with any business conducted by DBMG or its subsidiaries as of the effective time of the Merger, in each case within the territories in which DBMG or its subsidiaries conduct, or have conducted business operations or have had customers during the 24 months prior to the effective time of the Merger.

Subject to certain terms and conditions and limitations set forth in the Transaction Agreement, the Company has agreed to indemnify the Buyer and certain related persons for losses arising in certain circumstances, including (i) breaches of representations and warranties of Seller, (ii) breaches of covenants or agreements made by or on behalf of Seller, (iii) certain tax matters, and (iv) claims with respect to fraud.

Holders of a majority of the voting power of the outstanding shares of capital stock of the Company have executed and delivered an irrevocable written consent approving the Transaction Agreement and the transactions contemplated thereby, for purposes of Section 271 of the DGCL. In connection with the Transaction, the Company will prepare and file with the SEC the Parent Information Statement on Schedule 14C and will mail the Parent Information Statement to the Company’s stockholders of record at least 20 days prior to the closing date of the Transaction.

The Transaction Agreement contains certain termination rights, including that either Seller or Buyer may terminate the Transaction Agreement if, subject to certain limitations, the Transaction has not closed by the date that is six months after the date of the Transaction Agreement, subject to up to two automatic three-month extensions under certain circumstances. No termination fee shall be payable by either party in connection with any such termination; however, termination of the Transaction Agreement will not relieve any party from liability for any Willful and Material Breach (as defined in the Transaction Agreement) of any covenant or agreement set forth in the Transaction Agreement.

Under the Transaction Agreement, the Stock Consideration will be subject to a lock-up period following closing of the Transaction, which will expire upon the earlier to occur of 60 days after the closing date of the Transaction and the date that the registration statement for the resale of the registration statement to register the resale by Seller of all shares received as Stock Consideration (the “Registration Statement”) is declared effective. The Transaction Agreement provides that Buyer will use its commercially reasonable efforts (i) if eligible for automatic effectiveness, to file the Registration Statement on an automatically effective basis promptly after it files its Annual Report on Form 10-K in respect of its fiscal year ended September 30, 2026 or (ii) otherwise to file the Registration Statement as promptly as practicable following the closing of the Transaction. The Stock Consideration will be subject to additional terms and conditions set forth in a Lock-Up Agreement to be entered into by the Company and Buyer at the closing of the Transaction. The cash portion of the proceeds that Seller receives from the Transaction will not of itself be sufficient to repay the Company debt instruments that will come due, and the amount of proceeds received from any sale of the stock portion of the consideration for the Transaction will depend upon market prices at the time of such sale. As a result, if the lock up period described above has not expired by the time at which the Company is required to repay its debt instruments, the Company would need to secure financing to make those payments, or secure payment extensions, in order to apply funds from sale of the stock portion of the DBMG Sale consideration to repayment of those instruments.

The foregoing description of the Transaction Agreement does not purport to be complete and is qualified in its entirety by reference to the Transaction Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. The Transaction Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Buyer or any of their respective affiliates. In particular, the representations and warranties contained in the Transaction Agreement were made only for the purposes of the Transaction Agreement as of the specific dates therein, and were solely for the benefit of the parties to the Transaction Agreement. The representations and warranties contained in the Transaction Agreement may be subject to limitations agreed

upon by the parties to the Transaction Agreement and are qualified by information in confidential disclosure schedules provided in connection with the signing of the Transaction Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Transaction Agreement. Moreover, certain representations and warranties in the Transaction Agreement may be subject to a standard of materiality provided for in the Transaction Agreement and have been used for the purpose of allocating risk among the parties, rather than establishing matters of fact. Investors are not third-party beneficiaries under the Transaction Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Buyer or any of their subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Transaction Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Transaction Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the parties that is or will be contained in, or incorporated by reference into, documents that the Company has filed or will file with the Securities and Exchange Commission (the “SEC”).

The Transaction, together with the previously announced merger of HC2 Broadcasting Holdings Inc. and its subsidiaries with CONX Corp. (the “Spectrum Merger”), will, if completed, substantially reshape the Company’s business. If consummated, the Transaction and the Spectrum Merger would eliminate substantially all of the Company's consolidated operating revenue, and the Company's assets would consist largely of net proceeds of the Transaction remaining after required payments of indebtedness (including any proceeds from a sale of the Stock Consideration), of which the Company expects there to be none, the Company's minority interest in the entity surviving the Spectrum Merger, the Company's remaining Life Sciences segment and limited remaining Other segment activities. In addition, following completion of the Transaction and the Spectrum Merger, the Company expects that it may become classified as an inadvertent investment company under the Investment Company Act of 1940, as amended, and intends to rely on the “transient investment company” exclusion under Rule 3a-2 thereunder. As a result, the Company’s past financial results may not be a reliable indicator of future performance and historical trends should not be unduly used to anticipate results or trends in future periods. Important related information is set forth under “Risk Factors” in the prospectus supplement dated August 10, 2026 filed by the Company with the SEC.

Supplemental Indentures

In connection with the Transaction, on August 7, 2026, the Company, certain subsidiary guarantors, and U.S. Bank Trust Company, National Association, as trustee and collateral trustee, entered into two supplemental indentures: (i) a supplemental indenture (the “Senior Secured Notes Supplemental Indenture”) to the Indenture, dated August 4, 2025 (the “Senior Secured Notes Indenture”), governing the 10.500% 2027 Senior Secured Notes and (ii) a supplemental indenture (together with the Senior Secured Notes Supplemental Indenture, the “DBMG Supplemental Indentures”) to the Indenture, dated August 4, 2025 (the “2027 Convertible Notes Indenture” and, together with the Senior Secured Notes Indenture, the “Indentures”), governing the 2027 Convertible Notes. Each DBMG Supplemental Indenture was entered into with the consent of the holders of at least a majority in aggregate principal amount of the outstanding Notes of the applicable series voting as a single class and, with respect to the release of liens on collateral securing the Notes, with the approval of holders of at least 66 2/3% of the aggregate principal amount of the Notes of the applicable series. Each DBMG Supplemental Indenture amended the applicable indenture to, among other things, permit and provide for the Transaction and waive any and all defaults, events of default or other defaults that may have occurred, or that may arise under the Indentures as a result thereof. Pursuant to the Senior Secured Notes Supplemental Indenture, the Transaction will not constitute an “Asset Sale” or a “Change of Control” under the Senior Secured Notes Indenture, and net cash proceeds from the Transaction, after any permitted repayment of revolving debt under the Revolving Line of Credit, must be applied to redeem the 10.500% 2027 Senior Secured Notes within 15 days after receipt. In addition, the 2027 Convertible Notes Indenture requires that the Company make an offer to purchase the 2027 Convertible Notes at a price in cash equal to 100% of the principal amount thereof (unless earlier redeemed), together with accrued and unpaid interest, if any, to the date of purchase, for settlement within 45 days of closing the Transaction. Under each DBMG Supplemental Indenture, all net cash proceeds of the Transaction are required to be held in a deposit account subject to a control agreement, and all non-cash proceeds of the Transaction are required to be subject to a valid and enforceable perfected lien in favor of the collateral trustee for the benefit of the holders of the applicable series of Notes. Each DBMG Supplemental Indenture also provides for the release of liens on collateral disposed of in connection with the Transaction.

The foregoing description of the DBMG 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.

At-the-Market Offering

On August 10, 2026, the Company entered into an Open Market Sale AgreementSM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”). Under the Sales Agreement, the Company may offer and sell, from time to time, through Jefferies as its sales agent, shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”). Pursuant to a prospectus supplement to be filed on August 10, 2026 (the “Prospectus Supplement”), the Company may offer and sell Shares having an aggregate offering amount not exceeding $31,000,000.

The Company is not obligated to sell any Shares under the Sales Agreement. Upon delivery of an issuance notice and subject to the terms and conditions of the Sales Agreement, Jefferies will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable laws and regulations, to sell Shares from time to time based upon the Company’s instructions, including any price, time or size limits or other customary parameters or conditions the Company may specify, subject to certain limitations. Under the Sales Agreement, Jefferies may sell Shares in (i) negotiated transactions with the consent of the Company or (ii) by any method that is deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including block transactions, sales made directly on the New York Stock Exchange or sales made into any other existing trading market of the Common Stock. The Company will pay Jefferies a commission equal to 3.0% of the gross sales proceeds of any Shares sold through Jefferies under the Sales Agreement. The Company has also provided Jefferies with customary indemnification and contribution rights. The Sales Agreement contains customary representations and warranties and conditions to the placements of Shares pursuant thereto. The offering of Shares pursuant to the Sales Agreement will terminate as permitted therein.

The issuance and sale, if any, of Shares under the Sales Agreement will be made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-274760), filed with the SEC on September 29, 2023 and declared effective on October 6, 2023, including the prospectus, dated October 6, 2023, and the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Sales Agreement nor shall there be any offer, solicitation or sale of such Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Cleary Gottlieb Steen & Hamilton LLP, counsel to the Company, has issued a legal opinion relating to the validity of the Shares. A copy of such legal opinion, including the consent included therein, is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The foregoing description of the material terms of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which is attached hereto as Exhibit 1.2 and is incorporated herein by reference.


Item 7.01			Regulation FD Disclosure

On August 10, 2026, the Company issued a press release announcing the transactions contemplated by the Transaction Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, 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.

Forward Looking Statements

Certain statements in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements generally relate to future events, including statements regarding completion and anticipated timing of the closing of the Transaction; the terms and expected benefits of the Transaction to the Company; the expected consideration to be received by the Company and other DBMG shareholders; the Company’s strategy with respect to its capital structure; and the Company's intended use of proceeds from the Transaction and the offering of Shares under the Sales Agreement. You are cautioned that such statements are not guarantees of future performance and that the Company’s actual results may differ materially from those set forth in the forward-looking statements. All of these forward-looking statements are subject to risks and uncertainties that may change at any time. Factors that could cause the Company’s actual expectations to differ materially from these forward-looking statements include, but are not limited

to (i) the failure to complete the proposed Transaction on anticipated terms and timing or at all; (ii) the failure to obtain any required regulatory approvals in a timely manner or at all, or the imposition of conditions in connection with such approvals; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction Agreement; (iv) the effect of the announcement or pendency of the Transaction on the Company’s or DBMG’s business; (v) macroeconomic conditions; (vi) the Company's ability to sell Shares under the Sales Agreement on favorable terms or at all; and (vii) the other factors under the heading “Risk Factors” set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and in the prospectus supplement dated August 10, 2026 filed by the Company with the SEC. You should not place undue reliance on these forward-looking statements, which are made only as of the date of this Current Report on Form 8-K. The Company does not undertake any obligation to publicly update or revise forward-looking statements to reflect subsequent developments, events, or circumstances, except as may be required under applicable securities laws.


Item 9.01			Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The unaudited pro forma condensed financial information of the Company giving effect to the Transactions is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

(d) Exhibits


Exhibit No.			Description
1.1			Transaction Agreement dated August 7, 2026, by and among INNOVATE Corp., DBM Global Intermediate Holdco Inc., IES Holdings, Inc. and Merger Sub
1.2			Open Market Sale AgreementSM, dated August 10, 2026, by and between INNOVATE Corp. and Jefferies LLC
5.1			Legal Opinion of Cleary Gottlieb Steen & Hamilton LLP
10.1			Supplemental Indenture, dated as of August 7, 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
10.2			Supplemental Indenture, dated as of August 7, 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
99.1			Press release issued by INNOVATE Corp., dated August 10, 2026, titled “INNOVATE Agrees to $650 Million Sale of DBM Global to IES Holdings”
99.2			Unaudited Pro Forma Condensed Consolidated Financial Information of INNOVATE Corp.
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: August 10, 2026

INNOVATE Corp. (Registrant)

By:

/s/ Michael J. Sena

Name: Michael J. Sena

Title: Chief Financial Officer


			Exhibit 99.1

INNOVATE Agrees to $650 Million Sale of DBM Global to IES Holdings

NEW YORK, August 10, 2026 (Globe Newswire) – INNOVATE CORP.® (NYSE: VATE) (“INNOVATE”) announced today that it has entered into a Transaction Agreement (the “Agreement”) pursuant to which IES Holdings, Inc. (Nasdaq: IESC) (“IES”) will acquire DBM Global, Inc. (“DBMG”) for cash and stock consideration valued at $650 million (the “Transaction”). INNOVATE, through DBM Global Intermediate Holdco Inc., currently owns approximately 91.21% of the outstanding common stock of DBMG.

“This transaction represents a meaningful step in our ongoing efforts to strengthen INNOVATE’s balance sheet and improve our capital structure,” said Paul Voigt, Interim CEO of INNOVATE. “DBMG has a proven track record of strong financial performance, and we are proud of the value created through our partnership over the years. We want to thank Rustin Roach and his world-class team for their years of dedicated service and the tremendous value they have built. We wish Rustin and the team continued success going forward. We intend to direct all net proceeds toward debt reduction, which we expect to significantly reduce leverage and improve our financial flexibility. INNOVATE’s remaining businesses are well positioned in attractive end markets, and we remain focused on executing our strategy, enhancing shareholder value and building on this momentum.”

Transaction Overview

Under the terms of the Agreement, IES will acquire 100% of the outstanding shares of DBMG common stock — including approximately 91.21% currently held by INNOVATE (through DBM Global Intermediate Holdco Inc.) and the remaining approximately 8.79% held by other DBMG stockholders — for aggregate base purchase price valued at $650 million, subject to customary adjustments at closing.

Consideration payable to INNOVATE and DBM Global Intermediate Holdco Inc. (together, “Seller”) will consist of Seller's approximately 91.21% pro rata share of the $650 million base purchase price, which is subject to customary adjustments for cash, working capital, indebtedness and transaction expenses of DBMG and certain additional adjustments as set forth in the Agreement, to be finalized following delivery of a post-closing statement and, if necessary, resolution of any disputes through an independent accounting firm. As a result, Seller will receive (subject to adjustment):

•Seller's portion of the $510 million cash consideration, or approximately $453 million after giving effect to Seller's receipt of 100% of the IES common stock issuable as part of the total consideration; and

•215,487 shares of IES common stock, which represents $140 million (as of the signing date of the Agreement, based on the stock price set forth in the Agreement).

The stock consideration will be subject to a maximum 60-day lock-up period following the closing of the Transaction, subject to terms of the Agreement.

Each of the other DBMG stockholders will be entitled to receive its pro rata share of the base purchase price, subject to customary adjustments, entirely in cash.

In addition, IES will pay the Seller $35 million in cash at closing as compensation for costs and obligations to be borne by Seller in connection with a joint tax election under Section 338 of the Internal Revenue Code to be made with respect to the transaction.

Use of Proceeds

INNOVATE intends to use all net proceeds from the Transaction to reduce its outstanding debt.

Approvals and Anticipated Timing

The Transaction has been approved by the board of directors of INNOVATE and is subject to customary closing conditions, including regulatory approvals. The parties currently expect the Transaction to close in the quarter ending December 31, 2026, subject to the satisfaction of such conditions.

For more information, please refer to the Current Report on Form 8-K to be filed by INNOVATE with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Transaction.

INNOVATE will prepare an information statement on Schedule 14C for its shareholders with respect to the Transaction. When completed, the information statement will be delivered to INNOVATE’s shareholders. You may obtain copies of all documents filed by INNOVATE with the SEC regarding this transaction, free of charge, at the SEC’s website, www.sec.gov or from INNOVATE’s website at https://www.innovate-ir.com/.

Advisors

Cleary Gottlieb Steen & Hamilton LLP is serving as legal advisor to INNOVATE in connection with the Transaction. Jefferies is serving as financial advisor to INNOVATE.

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: http://www.innovatecorp.com.

About DBM Global Inc.

DBMG is focused on delivering world-class, sustainable value to its clients through a highly collaborative portfolio of companies which provide better designs, more efficient construction, and superior asset management solutions. DBMG offers integrated steel construction services from a single source and professional services which include design-assist, design-build, engineering, detailing, BIM co-ordination, steel modeling/detailing, fabrication, rebar detailing, advanced field erection, project management, and state-of-the-art steel management systems. Major market segments include commercial, healthcare, convention centers, stadiums, gaming and hospitality, mixed use and retail, industrial, public works, bridges, transportation, and international projects. DBMG, which is headquartered in Phoenix, Arizona, has operations in the United States, Australia, Canada, India, New Zealand, the Philippines and the United Kingdom.

About IES

IES designs and installs integrated electrical and technology systems and provides infrastructure products and services to a variety of end markets, including data centers, residential housing, and commercial and industrial facilities.

Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements generally relate to future events, including statements regarding completion and anticipated timing of the closing of the Transaction; the terms and expected benefits of the Transaction to INNOVATE and its stockholders; the expected consideration to be received by INNOVATE and other DBMG shareholders; and INNOVATE’s strategies with respect to its capital structure. You are cautioned that such statements are not guarantees of future performance and that INNOVATE’s actual results may differ materially from those set forth in the forward-looking statements. All of these forward-looking statements are subject to risks and uncertainties that may change at any time. Factors that could cause INNOVATE’s actual results to differ materially from these forward-looking statements include, but are not limited to (i) the failure to complete the proposed Transaction on anticipated terms and timing or at all; (ii) the failure to obtain any required regulatory approvals in a timely manner or at all, or the imposition of conditions in connection with such approvals; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Agreement; (iv) the effect of the announcement or pendency of the Transaction on INNOVATE’s or DBMG’s business; (v) macroeconomic conditions; and (vi) the other factors under the heading “Risk Factors” set forth in INNOVATE’s Annual Report on Form 10-K , which is available on the INNOVATE’s website or at www.sec.gov. You should not place undue reliance on these forward-looking statements, which are made only as of the date of this press release. INNOVATE undertakes no obligation to publicly update or revise forward-looking statements to reflect subsequent developments, events, or circumstances, except as may be required under applicable securities laws.

INNOVATE Investor Contact:

Solebury Strategic Communications

Anthony Rozmus

(212) 235-2691

Email: ir@innovatecorp.com

Exhibit 99.2

INNOVATE CORP.

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

INNOVATE Corp., a Delaware corporation ("INNOVATE" or the "Company"), has entered into binding definitive agreements to dispose of (i) HC2 Broadcasting Holdings Inc. ("Broadcasting") and its subsidiaries, and (ii) DBM Global Inc. and its subsidiaries ("DBMG"). There can be no assurance that either the Broadcasting disposition or the DBMG disposition (together, the "Dispositions") will be completed, or of the terms or timetable of any such completion.

Broadcasting

On May 29, 2026, Broadcasting and HC2 Broadcasting Holdco, LLC ("HC2 Holdco"), a newly formed entity, each now an indirect wholly owned subsidiary of the Company, entered into an Agreement and Plan of Merger (the “Spectrum Merger Agreement”) with HC2 Merger Sub, LLC, a Delaware limited liability company ("HC2 Merger Sub"), and CONX Corp., a Nevada corporation ("CONX"), pursuant to which HC2 Merger Sub will merge with and into Broadcasting (the “Spectrum Merger”), with Broadcasting surviving the Merger as a subsidiary of CONX (the “Surviving Entity”). On the terms and subject to the conditions set forth in the Merger Agreement, at the closing of the Spectrum Merger (the “Closing”), (a) the shares of common stock, par value $0.001 per share, of Broadcasting (the “Broadcasting Common Stock”) (other than shares of Broadcasting Common Stock held by HC2 Merger Sub after giving effect to the closing of the Merger) will be converted into the right to receive 25% of the shares of common stock of the Surviving Entity to be outstanding immediately following the Closing, subject to certain adjustments as set forth in the Merger Agreement, and (b) the membership interests of HC2 Merger Sub outstanding immediately prior to the Closing will be converted into 75% of the shares of common stock of the Surviving Entity to be outstanding immediately following the Closing, subject to certain adjustments as set forth in the Merger Agreement, which represents the value attributable to (i) the extinguishment of the New Spectrum Loan Agreement (as defined below) and (ii) the funding of an aggregate $75 million in equity commitments by CONX in favor of the Surviving Entity from time to time, at or following the Closing, which equity commitments are subject to certain adjustments as set forth in the Spectrum Merger Agreement.

The Closing is subject to customary conditions, including (a) receipt of regulatory approvals, including certain approvals of the Federal Communications Commission and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (b) that the obligations under the New Loan Agreement (as defined below) shall not have been declared due and payable. There can be no assurance that these approvals will be obtained in a timely manner or at all, or that the transaction will be completed on the anticipated terms or timeline.

The Spectrum Merger Agreement provides customary termination rights for the parties, including if the Merger has not occurred on or prior to November 29, 2026, subject to two potential extensions to March 1, 2027 and May 29, 2027 in the event the only condition to the Spectrum Merger that remains unsatisfied as of such dates is the receipt of certain regulatory approvals and certain other exceptions, and contains certain indemnification obligations by the parties thereto in connection with breaches of certain representations and warranties and certain covenants contained in the Spectrum Merger Agreement, subject to certain exceptions.

Additionally, on May 29, 2026 (the “Loan Closing Date”), Broadcasting entered into a loan agreement (the “New Loan Agreement”), as borrower, with HC2 Merger Sub, as lender, and HC2 Holdco and certain of Broadcasting’s subsidiaries, as guarantors. The New Loan Agreement provided for a bridge loan facility in an aggregate principal amount of $105 million (the “Bridge Loan Facility”), which was funded in a single drawing on the Loan Closing Date. The proceeds of the Bridge Loan Facility were used to (a) fully satisfy and discharge all non-contingent obligations, including all accrued and unpaid interest and fees, under Broadcasting’s and certain of its subsidiaries’ 8.50% and 11.45% notes (the “Existing Notes”), (b) repurchase equity interests in Broadcasting and DTV America Corporation held by certain holders of the Existing Notes and (c) pay related transaction costs. Loans under the Bridge Loan Facility (“Loans”) accrue interest at a rate per annum equal to 8.00%, payable quarterly in kind by capitalizing such interest as additional principal of the Bridge Loan Facility on each interest payment date. The Loans mature on May 29, 2027; however, upon consummation of the Merger, the Loans (including all accrued and capitalized interest thereon) will be extinguished in full.

Broadcasting may not voluntarily prepay the Loans prior to maturity. The Loans also include a yield protection premium clause, which specifies that in the event of any early repayment or acceleration of the Loans, or the Loans reaching maturity without the occurrence of the consummation of the Spectrum Merger, Broadcasting is required to repay in cash an amount sufficient to result in a minimum cash return on the original principal amount of the Loans, including all accrued and capitalized interest thereon, at a ratio of 1.5 to 1.0. The yield protection premium is being amortized over the term of the Spectrum Loans using the effective interest rate method.

The New Loan Agreement contains certain affirmative and negative covenants that limit the ability of Broadcasting and the guarantors, among other things, and subject to certain exceptions, to incur debt or liens, make investments, enter into certain mergers, consolidations, and acquisitions, and pay dividends and make other restricted payments. The New Loan Agreement contains certain events of default, including relating to a change of control and termination of the Spectrum Merger Agreement.

In connection with the Spectrum Merger, on May 29, 2026, CONX, HC2 Merger Sub, Broadcasting, HC2 Holdco and the Company entered into an Option Agreement (the “Option Agreement”), pursuant to which HC2 Holdco has the right, but not the obligation, to purchase from CONX up to an aggregate of 15% of the equity interests in the Surviving Entity, on a fully diluted basis, for a maximum aggregate option purchase price of $45 million, at any time during the period commencing on the closing date of the Merger and ending on the date that is 18 months from the closing date (the "Option Expiration Date").

The Option Agreement also provides that, from the date of the Option Agreement until the Option Expiration Date, in the event that the Company or any of its affiliates consummates any asset sale (as defined in the Option Agreement), the Company must cause HC2 Holdco to apply the net cash proceeds from such asset sale to exercise the option, subject to certain exceptions and a working capital reserve.

In connection with entry into the Merger Agreement, CONX, an affiliate of CONX (the “CONX Affiliate”), and the Company entered into a letter agreement, dated as of May 29, 2026 (the “CONX Affiliate Letter Agreement”), pursuant to which CONX and the Company granted the CONX Affiliate the option to acquire up to 80.1% of the equity interests of the Surviving Entity, on a fully diluted basis, at any time during the two-year period following the date of the CONX Affiliate Letter Agreement, at a price equal to the fair market value of the equity interests acquired, calculated as of the expected date of the closing of such option. If the CONX Affiliate exercises the option, the Company will have a certain period of time to exercise its option under the Option Agreement, after which, if not exercised, the option under the Option Agreement will automatically terminate. If the CONX Affiliate exercises its option, it would first acquire all of the equity interests in the Surviving Entity held by CONX, together with an additional amount of equity interests from the Company necessary to reach the 80.1% threshold, subject to the Company’s right to require the CONX Affiliate to first acquire all of the Company’s remaining equity interests in the Surviving Entity. The Company may elect to require the CONX Affiliate to acquire all of the equity interests held by the Company at the later to occur of the Closing or the closing of such option exercise by the CONX Affiliate.

For a more complete description of the Broadcasting transaction, refer to the Company's Current Reports on Form 8-K dated May 29, 2026 and August 10, 2026 (to which these unaudited pro forma financial statements are an exhibit).

DBMG

On August 7, 2026, the Company, entered into a Transaction Agreement (the “Transaction Agreement”) by and among the Company, IES

Holdings, Inc., a Delaware corporation (“Buyer”), IES Merger Sub, Inc., a Delaware corporation (“IES Merger Sub”) and DBM Global Intermediate Holdco Inc., a Delaware corporation (“Intermediate” and together with the Company, “Seller”). Pursuant to the Transaction Agreement, upon the terms and subject to the conditions thereof, (i) Seller will sell, and IES Merger Sub will purchase from Seller, approximately 91.21% of the outstanding shares of common stock of DBM Global, Inc., a Delaware corporation (“DBMG”) (the “Acquisition”) and (ii) immediately following the Acquisition, IES Merger Sub will merge with and into DBMG pursuant to Section 253 of the Delaware General Corporation Law (“DGCL”), with DBMG surviving the merger as a wholly owned subsidiary of Buyer (the “DBMG Merger” and, together with the Acquisition, the “DBMG Sale”), for aggregate base purchase consideration valued at $650 million, subject to customary adjustments at closing for cash, working capital, indebtedness and transaction expenses of DBMG.

The DBMG Sale has been approved by the board of directors of each of the Company, Intermediate, the Buyer and IES Merger Sub. The parties currently expect the DBMG Sale to close in the quarter ending December 31, 2026, subject to the satisfaction of customary closing conditions.

Consideration payable to Seller, representing Seller’s approximately 91.21% pro rata share of the purchase price, will consist of (i) 215,487 shares of the Buyer’s common stock, par value $0.01 per share (the “Buyer Common Stock” and such shares, the “Stock Consideration”), equal to the quotient of (a) $140.0 million divided by (b) $649.69 (the reference price used for calculating the Stock Consideration pursuant to the terms of the Transaction Agreement) and (ii) approximately $453 million in cash (subject to customary adjustments). Each of the other DBMG stockholders, collectively representing the remaining approximately 8.79% of outstanding shares of DBMG common stock, will be entitled to receive its pro rata share of the purchase price entirely in cash (subject to customary adjustments), unless such stockholder has made a proper demand for appraisal in accordance with Section 262 of the DGCL. The cash consideration payable to Seller is subject to additional adjustments as set forth in the Transaction Agreement, to be finalized following delivery of a post-closing statement and, if necessary, resolution of any disputes through an independent accounting firm.

Additionally, Buyer will pay Seller $35 million in cash at the closing of the DBMG Sale as compensation for costs and obligations to be borne by Seller in connection with a joint tax election under Section 338 of the Internal Revenue Code to be made with respect to the Transaction.

For a more complete description of the DBMG Sale, refer to the Company's Current Report on Form 8-K dated August 10, 2026 (to which these unaudited pro forma financial statements are an exhibit).

Pro Forma Information

As the Company has entered into these binding definitive agreements and management considers each of the Dispositions to be probable, the accompanying unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 8 and Article 11 of Regulation S-X. As of the date of this filing, the Dispositions have not been completed. There can be no assurance that the required regulatory approvals will be obtained or that either Disposition will be completed on the terms described herein, or at all. The pro forma financial information is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized had the Dispositions been completed as of the dates indicated, nor are they meant to be indicative of the Company's anticipated financial position or future results of operations that the Company will experience following the Dispositions, if successfully completed. The unaudited pro forma condensed consolidated financial statements have been prepared by INNOVATE’s management in a manner consistent with the accounting policies of the Company.

The following unaudited pro forma condensed consolidated balance sheet as of June 30, 2026 gives effect to the Dispositions as if the transactions had occurred on June 30, 2026. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025 of the Company give effect to the Dispositions as if the transactions had occurred on January 1, 2025. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2024 reflects DBMG as a discontinued operation. DBMG met the criteria to be classified as a discontinued operation, in accordance with ASC 205-20, Presentation of Financial Statements — Discontinued Operations ("ASC 205-20"), subsequent to June 30, 2026, when the Company entered into the definitive agreement described above. While the Spectrum segment met the criteria for held-for-sale classification as of June 30, 2026, in accordance with ASC 360-10, Property, Plant, and Equipment ("ASC 360-10"), it did not meet the criteria for classification as discontinued operations in accordance with ASC 205-20 as the anticipated disposal does not represent a strategic shift that will have a major effect on our operations and financial results.

The unaudited pro forma condensed consolidated financial statements and the notes to the unaudited pro forma condensed consolidated financial statements are based on, and should be read in conjunction with:

•Our historical unaudited condensed consolidated financial statements, related notes, and the section entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Quarterly Report on Form 10-Q as of and for the six months ended June 30, 2026, filed on August 6, 2026.

•Our historical audited consolidated financial statements, related notes, and the section entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K as of and for the year ended December 31, 2025, filed on March 26, 2026.

The historical consolidated financial statements have been adjusted to reflect factually supportable items that are directly attributable to the transactions and, with respect to the unaudited condensed pro forma consolidated statements of operations, are expected to have a continuing impact on the results of operations of the Company.


INNOVATE CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET As of June 30, 2026 (in millions)
	As Filed *		Broadcasting Pro Forma Adjustments		Note	DBMG Pro Forma Adjustments		Note	Total Pro Forma
Assets
Current assets
Cash and cash equivalents	$	87.8	$	(0.4)	(a)	$	(85.9)	(b)	$	1.5
Accounts receivable, net	284.4		—			(283.4)		(c)	1.0
Contract assets	52.6		—			(52.6)		(c)	—
Inventory	14.8		—			(13.9)		(c)	0.9
Current assets held for sale	5.5		(5.5)		(c)	—			—
Other current assets	34.2		—			(31.3)		(c)	2.9
Total current assets	479.3		(5.9)			(467.1)			6.3
Investments	2.2		60.0		(d)	140.0		(e)	202.2
Deferred tax asset	2.0		—			(2.0)		(c)	—
Property, plant and equipment, net	136.3		—			(136.2)		(c)	0.1
Goodwill	105.7		—			(105.7)		(c)	—
Intangibles, net	44.0		—			(43.1)		(c)	0.9
Assets held for sale	169.5		(169.5)		(c)	—			—
Other assets	67.7		—			(66.0)		(c)	1.7
Total assets	$	1,006.7	$	(115.4)		$	(680.1)		$	211.2
Liabilities, temporary equity and stockholders’ deficit
Current liabilities
Accounts payable	$	137.2	$	—		$	(132.9)	(c)	$	4.3
Accrued liabilities	77.9		—			(62.4)		(f)	15.5
Current portion of debt obligations	553.9		—			(354.1)		(g)	199.8
Contract liabilities	182.7		—			(182.7)		(c)	—
Current liabilities held for sale	118.7		(118.7)		(c)	—			—
Other current liabilities	13.0		—			(10.6)		(c)	2.4
Total current liabilities	1,083.4		(118.7)			(742.7)			222.0
Deferred tax liability	1.9		—			(1.9)		(c)	—
Debt obligations	62.1		—			(62.1)		(g)	—
Liabilities held for sale	22.1		(22.1)		(c)	—			—
Other liabilities	57.2		—			(57.2)		(c)	—
Total liabilities	1,226.7		(140.8)			(863.9)			222.0
Commitments and contingencies
Temporary equity
Preferred stock	9.7		—			—			9.7


Redeemable non-controlling interests	(1.1)		—			—			(1.1)
Total temporary equity	8.6		—			—			8.6
Stockholders’ deficit

Common stock, $0.001 par value	—		—			—			—



Additional paid-in capital	352.9		—			—			352.9
Treasury stock, at cost	(5.6)		—			—			(5.6)
Accumulated deficit	(588.6)		23.6		(h)	209.1		(h)	(355.9)
Accumulated other comprehensive loss	(1.9)		(1.2)		(c)	2.9		(c)	(0.2)
Total INNOVATE Corp. stockholders’ (deficit) equity	(243.2)		22.4			212.0			(8.8)
Non-controlling interests	14.6		3.0		(c)	(28.2)		(c)	(10.6)
Total stockholders’ (deficit) equity	(228.6)		25.4			183.8			(19.4)
Total liabilities, temporary equity and stockholders’ deficit	$	1,006.7	$	(115.4)		$	(680.1)		$	211.2

*Derived from the Company's unaudited condensed consolidated balance sheet as of June 30, 2026.

See notes to the unaudited pro forma condensed consolidated financial statements


INNOVATE CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the Six Months Ended June 30, 2026 (in millions, except share and per share amounts)
	As Filed*		Broadcasting Pro Forma Adjustments		Note	DBMG Pro Forma Adjustments		Note	Pro Forma
Revenue	$	786.4	$	(10.7)	(i)	$	(771.9)	(i)	$	3.8
Cost of revenue	653.4		(6.1)		(i)	(644.6)		(i)	2.7
Gross profit	133.0		(4.6)			(127.3)			1.1
Operating expenses
Selling, general and administrative	80.9		(4.8)		(j)	(66.1)		(j)	10.0
Depreciation and amortization	7.7		(1.9)		(k)	(5.7)		(k)	0.1
Other operating (income) loss, net	(0.1)		0.1		(l)	—			—
Income (loss) from operations	44.5		2.0			(55.5)			(9.0)
Other (expense) income:
Interest expense	(52.1)		10.8		(m)	37.3		(n)	(4.0)
Gain on early extinguishment of debt	18.4		(18.4)		(o)	—			—
Income from equity investees	—		1.4		(q)	—			1.4

Other income, net	0.5		—			(0.5)		(s)	—
Income (loss) before income taxes	11.3		(4.2)			(18.7)			(11.6)
Income tax expense	(16.0)		0.2		(t)	15.7		(t)	(0.1)


Net loss	$	(4.7)	$	(4.0)		$	(3.0)		$	(11.7)
Net (income) loss attributable to non-controlling interests and redeemable non-controlling interests	(1.4)		(0.6)		(u)	3.4		(u)	1.4
Net (loss) income attributable to INNOVATE Corp.	(6.1)		(4.6)			0.4			(10.3)
Less: Preferred stock dividends	0.7		—			—			0.7
Net (loss) income attributable to common stockholders and participating preferred stockholders	$	(6.8)	$	(4.6)		$	0.4		$	(11.0)

(Loss) income per common share - basic and diluted	$	(0.51)	$	(0.34)	(v)	$	0.03	(v)	$	(0.82)







Weighted average common shares outstanding - basic and diluted	13,360,333		—			—			13,360,333

*Derived from the Company's unaudited condensed consolidated statement of operations for the six months ended June 30, 2026.

See notes to the unaudited pro forma condensed consolidated financial statements


INNOVATE CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the Year Ended December 31, 2025 (in millions, except share and per share amounts)
	As Filed*		Broadcasting Pro Forma Adjustments		Note	DBMG Pro Forma Adjustments		Note	Pro Forma
Revenue	$	1,246.0	$	(23.2)	(i)	$	(1,210.3)	(i)	$	12.5
Cost of revenue	1,046.3		(11.7)		(i)	(1,026.2)		(i)	8.4
Gross profit	199.7		(11.5)			(184.1)			4.1
Operating expenses
Selling, general and administrative	153.1		(7.6)		(j)	(115.2)		(j)	30.3
Depreciation and amortization	17.5		(5.0)		(k)	(12.1)		(k)	0.4
Other operating loss (income), net	0.4		1.0		(l)	(1.4)		(l)	—

Income from operations	28.7		0.1			(55.4)			(26.6)
Other (expense) income:
Interest expense	(89.0)		15.4		(m)	56.9		(n)	(16.7)
Loss on early extinguishment of debt	—		—			(5.5)		(p)	(5.5)
Loss from equity investees	(5.9)		(3.9)		(q)	—			(9.8)
Gain on sale of subsidiary	—		23.6		(r)	—			23.6
Other income (expense), net	4.7		(0.2)		(s)	0.6		(s)	5.1
Loss before income taxes	(61.5)		35.0			(3.4)			(29.9)
Income tax expense	(2.5)		0.1		(t)	2.2		(t)	(0.2)


Net (loss) income	(64.0)		35.1			(1.2)			(30.1)
Net loss attributable to non-controlling interests and redeemable non-controlling interests	3.4		(1.4)		(u)	2.9		(u)	4.9
Net (loss) income attributable to INNOVATE Corp.	(60.6)		33.7			1.7			(25.2)
Less: Preferred stock dividends	3.4		—			—			3.4
Net (loss) income attributable to common stockholders and participating preferred stockholders	$	(64.0)	$	33.7		$	1.7		$	(28.6)

Loss per common share - basic and diluted	$	(4.84)	$	2.55	(v)	$	0.13	(v)	$	(2.16)








Weighted average common shares outstanding - basic and diluted	13,217,593		—			—			13,217,593

*Derived from the Company's audited statement of operations for the year ended December 31, 2025.

See notes to the unaudited pro forma condensed consolidated financial statements


INNOVATE CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the Year Ended December 31, 2024 (in millions, except share and per share amounts)
	As Filed*		DBMG Pro Forma Adjustments		Note	Pro Forma
Revenue	$	1,107.1	$	(1,071.6)	(i)	$	35.5
Cost of revenue	898.3		(880.4)		(i)	17.9
Gross profit	208.8		(191.2)			17.6
Operating expenses
Selling, general and administrative	160.2		(123.1)		(j)	37.1
Depreciation and amortization	17.6		(12.0)		(k)	5.6
Other operating income, net	(9.0)		9.6		(l)	0.6

Income from operations	40.0		(65.7)			(25.7)
Other (expense) income:
Interest expense	(74.5)		44.7		(n)	(29.8)

Loss from equity investees	(2.3)		—			(2.3)

Other income, net	3.4		(1.4)		(s)	2.0
Loss before income taxes	(33.4)		(22.4)			(55.8)
Income tax expense	(6.3)		5.9		(t)	(0.4)


Net loss	(39.7)		(16.5)			(56.2)
Net loss attributable to non-controlling interests and redeemable non-controlling interests	5.1		3.8		(u)	8.9
Net loss attributable to INNOVATE Corp.	(34.6)		(12.7)			(47.3)
Less: Preferred stock dividends	1.2		—			1.2
Net loss attributable to common stockholders and participating preferred stockholders	$	(35.8)	$	(12.7)		$	(48.5)

Loss per common share - basic and diluted	$	(3.08)	$	(1.09)	(v)	$	(4.17)








Weighted average common shares outstanding - basic and diluted	10,696,274		—			10,696,274

*Derived from the Company's audited statement of operations for the year ended December 31, 2024.

See notes to the unaudited pro forma condensed consolidated financial statements

INNOVATE CORP.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

1. Basis of Presentation

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2026 gives effect to the Dispositions as if they had occurred on June 30, 2026. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2026 and year ended December 31, 2025 give effect to the Dispositions as if they had occurred on January 1, 2025. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2024 reflects DBMG as a discontinued operation. DBMG met the criteria to be classified as a discontinued operation, in accordance with ASC 205-20, subsequent to June 30, 2026, when the Company entered into the definitive agreement described above. While the Spectrum segment met the criteria for held-for-sale classification as of June 30, 2026, in accordance with ASC 360-10, it did not meet the criteria for classification as discontinued operations, in accordance with ASC 205-20, as the anticipated disposal does not represent a strategic shift that will have a major effect on our operations and financial results.

The unaudited pro forma condensed consolidated balance sheet is derived from the unaudited historical financial statements as of June 30, 2026, as included in the Company's Form 10-Q filed with the Securities and Exchange Commission ("SEC") on August 6, 2026. The unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2026 is derived from the unaudited historical financial statement of operations for the six months ended June 30, 2026, as included in the Company's Form 10-Q filed with the SEC on August 6, 2026, as adjusted to give effect to the transactions. The unaudited pro forma condensed consolidated statement of operations for the years ended December 31, 2025 and December 31, 2024 are derived from the audited consolidated statement of operations for the years ended December 31, 2025 and December 31, 2024, as included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 26, 2026, as adjusted to give effect to the transactions for the fiscal year ended December 31, 2025 and as adjusted to give effect to the recasting of DBMG as a discontinued operation for the fiscal year ended December 31, 2024, Because the Broadcasting disposition is not accounted for as a discontinued operation, the unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2024 are not adjusted to give effect to the Broadcasting disposition.

The pro forma financial information is for illustrative purposes only and the unaudited pro forma condensed consolidated financial statements are not necessarily indicative of what the financial position and results from operations actually would have been had the Dispositions been completed as of the date indicated and includes adjustments that are preliminary and may be revised. Such revisions may result in material changes. The financial position shown herein is not necessarily indicative of what the past financial position of the consolidated companies would have been, nor necessarily indicative of the financial position of the consolidated Company in the future. The Dispositions are subject to required regulatory approvals and other customary closing conditions and have not yet been consummated.

2. Unaudited Pro Forma Balance Sheet Adjustments

Adjustments included in the "Broadcasting Pro Forma Adjustments" and "DBMG Pro Forma Adjustments" columns in the accompanying unaudited pro forma condensed consolidated balance sheet as of June 30, 2026 are as follows:


(a)	This adjustment reflects total estimated transactions fees to be incurred upon the closing of the Spectrum Merger.
(b)	The DBMG pro forma cash adjustment is calculated as follows:
	Gross cash consideration	$	510.0
	Settlement of DBMG debt, per the terms of the sale agreement	(70.3)
	Cash adjustment of customer deposits, net of estimated working capital adjustments (i)	47.7
	Estimated transaction fees	(33.8)
	Estimated cash proceeds to non-controlling interests (ii)	(53.8)
	Consideration for tax election (iii)	35.0
	Estimated tax on cash proceeds (iv)	(60.6)
	Estimated net cash proceeds	$	374.2
	Net cash proceeds to be applied towards Corporate debt redemption (v)	(374.2)
	Cash on hand at DBMG as of June 30, 2026	(85.9)
	Total DBMG pro forma cash adjustment	$	(85.9)
	(i) Represents an estimated adjustment as of June 30, 2026. The final adjustment may differ materially from the preliminary estimate and could materially change the gain on sale.
	(ii) Each of the other DBMG stockholders, collectively representing the remaining approximately 8.79% of outstanding shares of DBMG common stock, will be entitled to receive its pro rata share of the purchase price entirely in cash.
	(iii) Reflects compensation payable by Buyer to the Company for the costs to be borne in connection with the Section 338 election made in connection with the Transaction.


	(iv) Represents the estimated tax on cash proceeds, calculated on a consolidated basis taking into account the results of operations of the Company and its Subsidiaries, as required under the terms of the Indentures governing the Company's Senior Secured Notes and Senior Convertible Notes. The estimated tax reflects an assumed 21% federal tax rate, applied after giving effect to the Company's available net operating loss carryforwards, and a 5.25% state tax rate applied to taxable income before giving effect to such net operating loss carryforwards, as the Company's state net operating loss carryforwards are more limited than its federal net operating loss carryforwards as a result of the Section 338 election. Estimated tax on the proceeds assumes that the taxes are paid in cash as of the transaction dates. A study must be undertaken to determine the tax on the transaction and actual amounts may differ materially from these estimates.
	(v) The indenture terms relating to certain debt instruments held by the Company's Non-Operating Corporate segment include mandatory redemption features upon the occurrence of an asset sale. As such, this adjustment assumes that the net cash proceeds received under the DBMG disposition are applied towards the redemption of accrued interest, redemption fees, extension fees and principal of such debt instruments. See note (f) and note (g) below for pro forma adjustments related to redemption of the Company's Corporate debt instruments.
(c)	These adjustments reflect the elimination of assets, liabilities, non-controlling interests and accumulated other comprehensive income/loss attributable to Broadcasting and DBMG at the close of the transactions.
(d)	This adjustment reflects the $60 million preliminary estimated fair value of the 25% equity method investment that INNOVATE will retain in Broadcasting. The adjustment excludes any preliminary estimated fair value of the purchase option granted to INNOVATE to repurchase 15% of the Broadcasting business, which is not expected to be significant. The final fair values, which will be determined as of the closing date, may differ materially from the preliminary estimates and could also materially change the gain on sale.
(e)	Reflects the estimated fair value of the common shares of Buyer, a publicly traded company, which will be received from Buyer as partial consideration for the sale of DBMG. The number of shares of Buyer Common Stock that will be received is 215,487 shares, which is equal to the quotient of (i) $140 million divided by (ii) $649.69 (the reference price used for calculating the Stock Consideration pursuant to the terms of the Transaction Agreement). The estimated fair value also does not include any adjustment for fluctuations in the share price nor does it include any discount for the lack of marketability resulting from a lock-up period associated with the shares received in this transaction. Upon cessation of the lock-up period the Company expects to liquidate these shares and use the proceeds to make additional paydowns on its Corporate debt instruments. Such liquidation is not reflected in the consolidated pro forma balance sheet.
(f)	The DBMG pro forma adjustment to accrued liabilities, including the repayment of accrued interest and fees on the Company's Corporate debt instruments, is calculated as follows:
	Repayment of accrued interest, attributable to the 10.50% 2027 Senior Secured Notes	$	(15.5)
	Repayment of Corporate Revolving Line of Credit extension fee due at time of redemption	(0.4)
	Accrued liabilities at DBMG as of June 30, 2026	(46.5)
	Total DBMG pro forma adjustment to accrued liabilities	$	(62.4)
(g)	These adjustments reflect repayment of the Company's Corporate Revolving Line of Credit, and partial repayment of the Company's 10.50% 2027 Senior Secured Notes, and elimination of debt obligations outstanding at DBMG at the close of the transaction:
	Net cash proceeds to be applied towards Corporate debt redemption (see note (b) above)	$	(374.2)
	Repayment of accrued interest, attributable to the 10.50% 2027 Senior Secured Notes (see note (f)above).	15.5
	Repayment of Corporate Revolving Line of Credit extension fee due at time of redemption (see note (f) above).	0.4
	1% redemption fee on the 10.50 % 2027 Senior Secured Notes	3.4
	Total net cash proceeds to be applied to Corporate debt principal balances	$	(354.9)


	Write off of the carrying value of net unamortized deferred financing costs and unamortized issuance discount/premium on above debt instruments	7.4
	Debt obligations outstanding at DBMG as of June 30, 2026 (see note (b) above)	(70.3)
	Write off of the carrying value of net unamortized deferred financing costs on DBMG debt obligations	1.6
	Total	$	(416.2)
	DBMG pro forma adjustment to long-term debt obligations, net of unamortized deferred financing fees	(62.1)
	DBMG pro forma adjustment to current portion of debt obligations	$	(354.1)
(h)	These adjustments primarily represent the estimated non-recurring gains arising from the Dispositions as if the Dispositions had occurred on June 30, 2026. As the gain for DBMG is directly attributable to the Disposition and is not expected to have a continuing impact on the Company’s operations, it is only reflected in accumulated deficit on the unaudited pro forma balance sheet and is not reflected in the unaudited pro forma condensed consolidated statements of operations. The DBMG estimated gain includes estimated cash, net of adjustments as shown in note (b) above, but no additional adjustments have been made to give effect to any potential post-closing adjustments under the terms of the agreements.
	Broadcasting:

	Preliminary estimated fair value of the 25% equity method investment that INNOVATE will retain in Broadcasting (as stated in note (d))	$	60.0
	Less: estimated transaction costs	(0.4)
	Estimated net consideration received	$	59.6
	Less: Net book value of INNOVATE's investment in the Broadcasting segment as of June 30, 2026	(36.0)
	Estimated gain on sale and Merger Transaction	$	23.6

	DBMG:
	Total estimated net cash proceeds (see note (b) above)	$	374.2
	Equity consideration (see note (e) above)	140.0
	Estimated net consideration received	$	514.2





	Less: Net book value of INNOVATE's investment in DBMG as of June 30, 2026	(294.3)


Estimated gain on sale	$	219.9
Less: 1% redemption fee on the10.50% 2027 Senior Secured Notes (loss on extinguishment) (see note (g) above)	(3.4)


Less: Carrying value of net deferred financing costs on the debt instruments described above (see note (g) above)	(7.4)
Total DBMG pro forma adjustment	$	209.1
The pro forma net gains on the Dispositions are non-recurring and are based on the Company's historical condensed unaudited consolidated balance sheet information as of June 30, 2026 and the net gains are subject to change based upon, among other things, the actual balance sheets on the closing dates of the respective Dispositions and may differ significantly from the actual net gains on dispositions that the Company ultimately recognizes.

3. Unaudited Pro Forma Statements of Operations Adjustments

Adjustments included in the "Broadcasting Pro Forma Adjustments" columns, in the accompanying unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2026 and year ended December 31, 2025, and "DBMG Pro Forma Adjustments" columns, in the accompanying unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2026 and years ended December 31, 2025 and December 31, 2024 are as follows (amounts in millions):

(i)

This adjustment reflects the elimination of revenue and cost of revenue of Broadcasting and DBMG, as applicable.

(j)

This adjustment reflects the elimination of selling, general and administrative expenses of Broadcasting and DBMG, as applicable. Anticipated savings due to costs that may be reduced or eliminated as a result of the Dispositions are not included in the pro forma adjustment.

(k)

This adjustment reflects the elimination of depreciation and amortization expenses of Broadcasting and DBMG, as applicable.

(l)

This adjustment reflects the elimination of other operating loss (income), net of Broadcasting and DBMG, as applicable.

(m)

This adjustment reflects the elimination of interest expense of Broadcasting.

(n)

This adjustment reflects the elimination of interest expense of DBMG. In addition, this adjustment also includes the estimated anticipated reduction in interest expense of Corporate as a result of the Corporate debt that would be required to be redeemed due to the DBMG transaction. The estimated Corporate interest expense reduction for the six months ended June 30, 2026 and for the year ended December 31, 2025 was determined based on the estimated net cash proceeds to be received and resulting anticipated total debt redemption that would occur, as if the DBMG transaction had occurred on January 1, 2025. The estimated Corporate interest expense reduction for the year ended December 31, 2024, relates to the reduction of interest expense related to debt held by DBMG as well as Corporate debt required to be repaid using the estimated net cash proceeds to be received from the DBMG Sale in accordance with the accounting for discontinued operations. The total pro forma estimated adjustment for each period is as follows:

Six Months Ended June 30, 2026

Year Ended December 31, 2025

Year Ended December 31, 2024

Estimated reduction in Corporate interest expense

$34.1

$48.2

$34.4

Elimination of DBMG interest expense

3.2

8.7

10.3

Total pro forma adjustment

$37.3

$56.9

$44.7

(o)

This adjustment reflects the elimination of Broadcasting's gain on extinguishment of debt for the six months ended June 30, 2026.

(p)

This adjustment includes the estimated anticipated loss on debt extinguishment as a result of the Corporate debt that would be redeemed due to the DBMG transaction. The estimated loss on debt extinguishment for the year ended December 31, 2025 was determined based on the estimated net cash proceeds to be received and resulting anticipated total debt redemption that would occur as if the DBMG transaction had occurred on January 1, 2025.

(q)

This adjustment reflects the Company's estimated share of income or loss in the 25% equity method investment that INNOVATE will retain in Broadcasting. This adjustment does not consider potential ownership changes resulting from exercised Option Agreement or the CONX Affiliate Letter Agreement.

(r)

This adjustment reflects the estimated non-recurring gain arising from the Broadcasting Disposition as stated in note (h) within the Unaudited Pro Forma Balance Sheet Adjustments.

(s)

This adjustment reflects the elimination of other income (expense), net of Broadcasting and DBMG, after adjusting for the elimination of intercompany expense. The pro forma adjustment for other income, net for DBMG does not include any fair value adjustments for future changes in the market value of the equity consideration to be received under the DBMG disposition.

(t)

This adjustment reflects the elimination of income tax expense of Broadcasting and DBMG, after adjusting for the elimination of intercompany tax as applicable. The adjustments do not include any tax effects of the gains on the sales, if any.

(u)

This adjustment reflects the elimination of the net loss/income attributable to non-controlling interests and redeemable non-controlling interests of Broadcasting and DBMG.

(v)

Loss per share ("EPS") is calculated using the two-class method, which allocates earnings among common stock and participating securities to calculate EPS when an entity's capital structure includes either two or more classes of common stock or common stock and participating securities. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities. As such, shares of any unvested restricted stock of the Company are considered participating securities; however, unvested shares of restricted stock do not participate in losses and, as such, are excluded from the computation of basic loss per share during periods of net losses. The dilutive effect, if applicable, of stock options and their equivalents (including non-vested stock issued under share-based compensation plans), is computed using the "if-converted method" if this measurement is determined to be more dilutive than the treasury stock method in a period.

The Company had no dilutive common share equivalents during the six months ended June 30, 2026 and the years ended December 31, 2025 and December 31, 2024, due to the results from continuing operations being a loss, net of tax. For the six months ended June 30, 2026 and the years ended December 31, 2025 and December 31, 2024, 286,770, 304,684, and 171,565, respectively, of common stock equivalents from unvested restricted stock and unvested restricted stock units were excluded from the respective computation of diluted loss per share as their inclusion would have been anti-dilutive.

The following table presents a reconciliation of net loss from continuing operations used in the basic and diluted EPS calculations, reflecting the Dispositions (in millions, except per share amounts):


	Six Months Ended June 30, 2026			Year Ended December 31, 2025											Year Ended December 31, 2024
	As Filed				Total Pro Forma Adjustments				Total Pro Forma			As Filed				Total Pro Forma Adjustments				Total Pro Forma			As Filed			Total Pro Forma Adjustments				Total Pro Forma

Net (loss) income	$	(4.7)			$	(7.0)		(w)	$	(11.7)		$	(64.0)			$	33.9		(w)	$	(30.1)		$	(39.7)		$	(16.5)		(w)	$	(56.2)
Net (loss) income attributable to non-controlling interests and redeemable non-controlling interests	(1.4)				$	2.8		(w)	1.4			3.4				$	1.5		(w)	4.9			5.1			3.8			(w)	8.9
Net (loss) income attributable to INNOVATE Corp.	(6.1)				(4.2)				(10.3)			(60.6)				35.4				(25.2)			(34.6)			(12.7)				(47.3)
Less: Preferred stock dividends	0.7				—				0.7			3.4				$	—			3.4			1.2			—				1.2
Net (loss) income from continuing operations attributable to INNOVATE Corp. common stockholders	$	(6.8)			$	(4.2)			$	(11.0)		$	(64.0)			$	35.4			$	(28.6)		$	(35.8)		$	(12.7)			$	(48.5)


Participating shares
Weighted-average common stock outstanding	13,360,333				—				13,360,333			13,217,593				—				13,217,593			10,696,274			—				10,696,274

Series C preferred stock	—				—				—			—				—				—			947,307			—				947,307
Total	13,360,333				—				13,360,333			13,217,593				—				13,217,593			11,643,581			—				11,643,581


Percentage of (loss) earnings allocated to:
Common stock	100.0		%		—		%		100.0		%	100.0		%		—		%		100.0		%	91.9		%	—		%		91.9		%

Series C preferred stock	—		%		—		%		—		%	—		%		—		%		—		%	8.1		%	—		%		8.1		%

Numerator for (loss) earnings per share:
Net (loss) earnings attributable to common stockholders, basic and diluted	$	(6.8)			$	(4.2)			$	(11.0)		$	(64.0)			$	35.4			$	(28.6)		$	(32.9)		$	(11.7)			$	(44.6)








Net loss attributable to Series C stockholders, basic and diluted	$	—			$	—			$	—		$	—			$	—			$	—		$	(2.9)		$	(1.0)			$	(3.9)


Denominator for (loss) earnings per share:



Weighted average common shares outstanding - basic and diluted	13,360,333		—		13,360,333		13,217,593		—		13,217,593		10,696,274		—		10,696,274
Weighted-average Series C shares outstanding - basic and diluted	—		—		—		—		—		—		947,307		—		947,307

(Loss) earnings per share
(Loss) earnings per common share - basic and diluted	$	(0.51)	$	(0.31)	$	(0.82)	$	(4.84)	$	2.68	$	(2.16)	$	(3.08)	$	(1.09)	$	(4.17)
Loss per Series C share - basic and diluted	$	—	—		$	—	$	—	$	—	$	—	$	(3.08)	$	(1.09)	$	(4.17)

Adjustments included in the "Pro Forma Adjustments" columns in the above calculation of pro forma loss per share for the six months ended June 30, 2026 and the years ended December 31, 2025 and December 31, 2024 are as follows:


(w)						These adjustments relate to the various pro forma adjustments explained in notes (i) - (v).

INNOVATE Corp. (NYSE: VATE) to sell DBM Global for $650M and cut debt

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