INNOVATE Q3 2026 revenue rises 42.8% to $495.5M
Sentiment and the balance of points
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Form Type
8-K
Rhea-AI Filing Summary
INNOVATE Corp. (VATE) reported third-quarter 2026 revenue of $495.5 million, up 42.8% from $347.1 million a year earlier, and Total Adjusted EBITDA of $40.5 million, up 104.5% from $19.8 million. Net income attributable to common stockholders and participating preferred stockholders was $15.8 million, compared with a $9.4 million loss; the quarter included a $32.9 million gain from the sale of a controlling interest in HC2 Broadcasting.
INNOVATE completed the sale of its controlling interest in HC2 Broadcasting on September 1, 2026, retaining 25%, and sold DBM Global to IES on October 5, 2026. The DBM Global seller entities received approximately $413 million in cash at closing, including a $35 million payment related to a joint tax election, plus 430,974 IES shares. The purchase price remains subject to post-closing adjustments. INNOVATE intends to use all net proceeds from the DBM Global transaction to reduce debt.
At September 30, 2026, INNOVATE reported $4.9 million in cash and cash equivalents, excluding restricted and held-for-sale amounts, and $583.3 million of debt principal outstanding. The company cited substantial doubt about its ability to continue as a going concern and meet near-term debt maturities and mandatory redemption obligations. R2 revenue was $1.2 million, down from $3.1 million, with reduced unit sales attributed to liquidity constraints.
3 points · 0 major1 major · 2 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointRevenue rose 42.8% to $495.5 million in Q3 2026.
- Moderate pointTotal Adjusted EBITDA increased 104.5% to $40.5 million in Q3 2026.
- Moderate pointAttributable earnings: $15.8 million versus a $9.4 million loss, including a sale gain.
Negative
- Major pointINNOVATE cited going-concern doubt and $4.9 million cash at September 30, 2026.
- Minor pointR2 revenue fell 61.3% to $1.2 million amid liquidity constraints.
Filing Explained
The 430,974 IES shares could be restricted from resale for up to 60 days after closing, delaying access to proceeds from that consideration.
This INNOVATE Form 8-K provides third-quarter results and reports that, after
The sale consideration also included 430,974 IES shares, subject to a lock-up of up to 60 days after closing.
8-K Event Classification
3 items: 2.02, 7.01, 9.01
3 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
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, or exhibit attachments filed with this report.
Key Figures
Consolidated revenue: $495.5 million
Net income attributable to common stockholders and participating preferred stockholders: $15.8 million
Diluted earnings per share: $1.10 per share
+5 more
8 metrics
Consolidated revenue
$495.5 million
Three months ended September 30, 2026; up 42.8% from $347.1 million in the prior-year quarter.
Net income attributable to common stockholders and participating preferred stockholders
$15.8 million
Three months ended September 30, 2026, compared with a $9.4 million loss in the prior-year quarter; includes a $32.9 million gain on sale of a controlling interest in a subsidiary.
Diluted earnings per share
$1.10 per share
Three months ended September 30, 2026, compared with a $0.71 loss per share in the prior-year quarter.
Total Adjusted EBITDA
$40.5 million
Three months ended September 30, 2026, up 104.5% from $19.8 million in the prior-year quarter; non-GAAP measure.
Cash and cash equivalents
$4.9 million
At September 30, 2026; excludes restricted cash and cash and cash equivalents held for sale.
Debt principal outstanding
$583.3 million
At September 30, 2026.
DBM Global seller cash received
Approximately $413 million
Total cash received by the seller entities at closing on October 5, 2026, including a $35 million payment related to costs and obligations for the joint tax election.
IES common shares received
430,974 shares
Stock consideration received by the DBM Global seller entities, adjusted for IES's two-for-one stock split; subject to a maximum 60-day lock-up period following closing.
Key Terms
Total Adjusted EBITDA, equity method, adjusted backlog, joint tax election, +2 more
6 terms
Total Adjusted EBITDA financial
"Total Adjusted EBITDA of $40.5 million"
Total adjusted EBITDA is a company’s operating profit before interest, taxes, depreciation and amortization, then further cleaned up by removing one‑time costs, unusual items and other specified gains or losses to show recurring cash-generating performance. Investors use it to compare underlying business health across periods and peers without noise from accounting choices or temporary events—like inspecting a car’s engine after washing off mud to judge how it really runs.
equity method financial
"which we account for under the equity method"
An equity method investment is an accounting approach used when a company owns enough of another business to influence its decisions but not control it (commonly around 20–50% ownership). Instead of counting only dividends, the investor records its share of the other company’s profits and losses on its own income statement and adjusts the investment’s value on the balance sheet—like tracking a friend’s joint project by noting your share of their gains or setbacks. For investors, this matters because it can significantly affect reported earnings, asset values, and the apparent strength of a company’s financial results.
adjusted backlog financial
"which takes into consideration awarded but not yet signed contracts"
Adjusted backlog is the total value of a company’s pending orders, contracts or booked work after removing items that are likely to be canceled, already recognized as revenue, or otherwise revised. Think of it as a cleaned-up to-do list of future sales that reflects what management realistically expects to deliver; investors use it to gauge near-term revenue visibility, operational capacity and growth sustainability.
joint tax election regulatory
"costs and obligations in connection with the joint tax election"
lock-up period financial
"subject to a maximum 60-day lock-up period"
A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.
going concern financial
"substantial doubt about our ability to continue operating as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
Earnings Snapshot
Consolidated revenue: $495.5 million
Third quarter ended September 30, 2026
Consolidated revenue
$495.5 million
+42.8% year over year, from $347.1 million
Net income attributable to common stockholders and participating preferred stockholders
$15.8 million
Compared with a $9.4 million loss
Diluted earnings per share
$1.10 per share
Compared with a $0.71 loss per share
Total Adjusted EBITDA
$40.5 million
+104.5% year over year, from $19.8 million
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did VATE report for Q3 2026 revenue and Adjusted EBITDA?
Revenue was $495.5 million, up 42.8% year over year, and Total Adjusted EBITDA was $40.5 million, up 104.5% from $19.8 million. Revenue growth was driven primarily by Infrastructure, partly offset by decreases in Spectrum and Life Sciences.
What did the VATE DBM Global seller entities receive in the sale?
At closing on October 5, 2026, the DBM Global seller entities received approximately $413 million in total cash, including $35 million related to costs and obligations for the joint tax election, plus 430,974 IES common shares. The purchase price remains subject to post-closing adjustments, and the stock consideration is subject to a maximum 60-day lock-up period.
How many TGFR Monitors did MediBeacon order for China?
MediBeacon had 600 TGFR Monitors ordered for China, with shipments planned from the fourth quarter of 2026 through the second quarter of 2027.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): | |||||
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
| Registrant’s telephone number, including area code: | ( | |||||||
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 | ||||||
| N/A | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | | |||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||
Item 2.02 Results of Operations and Financial Condition
On November 12, 2026, INNOVATE Corp. (the “Company”) issued a press release announcing its results for the quarter ended September 30, 2026 (the “Earnings Release”) and posted the INNOVATE Corp. Third Quarter 2026 Conference Call Investor Presentation to its Investor Relations section of the Company’s website at http://www.innovatecorp.com.
A copy of the Earnings Release and the investor presentation are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
As previously announced, the Company will conduct a conference call today, Thursday, November 12, 2026, at 4:30 p.m. ET. The presentation slides to be used during the call, attached hereto as Exhibit 99.2, will be available on the “Investor Relations” section of the Company’s website (http://www.innovatecorp.com) immediately prior to the call. The conference call and the presentation slides will be simultaneously webcast on the “Investor Relations” section of the Company’s website beginning at 4:30 p.m. ET on Thursday, November 12, 2026. The information contained in, or that can be accessed through the Company’s website is not a part of this filing.
The information in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | ||||
| 99.1 | Press Release of INNOVATE Corp., dated November 12, 2026 | ||||
| 99.2 | INNOVATE Corp. Third Quarter 2026 Conference Call Investor Presentation | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INNOVATE Corp. | ||||||||
| November 12, 2026 | By: | /s/ Michael J. Sena | ||||||
| Name: Michael J. Sena | ||||||||
| Title: Chief Financial Officer | ||||||||
FOR IMMEDIATE RELEASE
INNOVATE Corp. Announces Third Quarter 2026 Results
- Infrastructure: INNOVATE completes sale of DBM Global to IES Holdings
- Life Sciences: MediBeacon continues to advance U.S. commercialization efforts, while progressing key reimbursement initiatives
- Spectrum: INNOVATE closed on the sale of a controlling interest in HC2 Broadcasting
NEW YORK, NY, November 12, 2026 - INNOVATE CORP.® (“INNOVATE” or the “Company”) (NYSE: VATE) announced today its consolidated results for the third quarter.
Financial Summary
| (in millions, except per share amounts) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Increase / (Decrease) | 2026 | 2025 | Increase / (Decrease) | ||||||||||||||||||||||||||||||
| Revenue | $ | 495.5 | $ | 347.1 | 42.8 | % | $ | 1,281.9 | $ | 863.3 | 48.5 | % | |||||||||||||||||||||||
| Net income (loss) attributable to common stockholders and participating preferred stockholders | $ | 15.8 | $ | (9.4) | 268.1 | % | $ | 9.0 | $ | (56.2) | 116.0 | % | |||||||||||||||||||||||
| Basic earnings (loss) per share attributable to common stockholders | $ | 1.12 | $ | (0.71) | 257.7 | % | $ | 0.64 | $ | (4.27) | 115.0 | % | |||||||||||||||||||||||
| Diluted earnings (loss) per share attributable to common stockholders | $ | 1.10 | $ | (0.71) | 254.9 | % | $ | 0.63 | $ | (4.27) | 114.8 | % | |||||||||||||||||||||||
Total Adjusted EBITDA(1) | $ | 40.5 | $ | 19.8 | 104.5 | % | $ | 106.5 | $ | 42.7 | 149.4 | % | |||||||||||||||||||||||
(1) Reconciliation of GAAP to Non-GAAP measures follows.
Commentary
"INNOVATE executed on several key strategic priorities in the third quarter," said Avie Glazer, Chairman of INNOVATE. “DBM Global capped its final quarter under our ownership with exceptional performance, and we took two significant steps to reshape our portfolio through the sale of a controlling interest in HC2 Broadcasting and, shortly after quarter-end, the sale of DBM Global to IES. These transactions mark meaningful progress in our efforts to unlock the value of our assets, generate funds to help address coming debt repayment and redemption obligations, and further simplify INNOVATE's portfolio and capital structure."
"Our focus now turns to the opportunities within our remaining portfolio, addressing liquidity and continuing to maximize value for INNOVATE shareholders," said Paul Voigt, Interim CEO of INNOVATE. “MediBeacon continues to build commercial momentum and advance its commercialization efforts in the U.S. and China, while HC2 Broadcasting is actively pursuing initiatives to unlock greater potential for its spectrum assets. We are encouraged by the progress and remain focused on supporting their strategic initiatives."
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Third Quarter 2026 and Recent Highlights
•As previously announced, on October 5, 2026, INNOVATE completed the sale of DBM Global, Inc. ("DBMG") to IES Holdings, Inc. ("IES") for cash and stock consideration. INNOVATE intends to use all net proceeds from the transaction to reduce its outstanding debt. See INNOVATE's 8-K filed on October 5, 2026, for additional information.
•As previously announced, on September 1, 2026, INNOVATE completed the sale of its controlling interest in HC2 Broadcasting Holdings Inc. (“HC2 Broadcasting”) to CONX CORP. (“CONX”). CONX now owns 75% of HC2 Broadcasting, while INNOVATE retains a 25% ownership interest. See INNOVATE's 8-K filed on September 2, 2026, for additional information.
Infrastructure
•On October 5, 2026, INNOVATE completed the previously announced sale of DBMG to IES. Consideration received by INNOVATE and DBM Global Intermediate Holdco Inc. (together, “Seller”) consisted of Seller’s approximately 91.21% pro rata share of the base purchase price, as adjusted at closing based on estimates of cash, working capital, indebtedness and transaction expenses of DBMG and certain additional adjustments as set forth in the DBMG transaction agreement. The purchase price remains subject to finalization following delivery of a post-closing statement and, if necessary, resolution of any disputes through an independent accounting firm. At closing, Seller received (subject to post-closing adjustments):
◦approximately $378 million in cash, representing Seller’s portion of the $510 million cash consideration after giving effect to Seller’s receipt of 100% of the IES common stock issued as part of the total consideration and closing adjustments; and
◦430,974 shares of IES common stock (as adjusted for IES’s two-for-one stock split effected on August 21, 2026). The stock consideration is subject to a maximum 60-day lock-up period following the closing of the DBMG transaction, subject to the terms of the DBMG transaction agreement.
◦In addition, Seller received $35 million in cash at closing as compensation for costs and obligations to be borne by Seller in connection with the joint tax election under Section 338 of the Internal Revenue Code being made with respect to the DBMG transaction. Including this payment, Seller received total cash of approximately $413 million at closing.
◦The DBMG transaction resulted in repayment or other payment obligations under certain instruments, including the Company’s revolving line of credit, 10.50% Senior Secured Notes due 2027 and 9.50% Convertible Senior Secured Notes due 2027. See “Risk Factors – If we fail to consummate sufficient asset sales, or the value of the consideration received from prior sales is less than anticipated, we may be unable to satisfy our debt service obligations and may be unable to continue as a going concern” in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2026.
•DBMG reported third quarter 2026 revenue of $490.6 million, an increase of 45.0%, compared to $338.4 million in the prior year quarter. Net income attributable to INNOVATE was $25.2 million, compared to $8.8 million for the prior year quarter. Adjusted EBITDA increased to $43.6 million from $23.5 million in the prior year quarter.
•DBMG’s reported backlog and adjusted backlog, which takes into consideration awarded but not yet signed contracts, was $2.6 billion and $2.7 billion, respectively, as of September 30, 2026, compared to reported and adjusted backlog of $1.7 billion and $1.8 billion, respectively, as of December 31, 2025.
Life Sciences
•MediBeacon continued to advance commercialization of the TGFRTM System, with engagement expanding to more than 120 U.S. medical institutions. Initial utilization is underway at leading medical centers.
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•MediBeacon continued to advance reimbursement initiatives, with applications for additional reimbursement codes in 2026 following engagement with Centers for Medicare & Medicaid Services ("CMS") as well as key private payors.
•MediBeacon continued its expansion in China, with 600 TGFR Monitors ordered for the market and shipments planned from the fourth quarter of 2026 through second quarter of 2027.
•R2 Technologies, Inc. ("R2") reported third quarter 2026 revenue of $1.2 million.
•R2's demand for the third quarter reached $3.1 million, with backlog of 116 systems globally at the end of the quarter.
•R2 continued to expand its international footprint during the quarter, launching Glacial Rx and Glacial fx in Thailand, while Electronic Instrument and Technology production of Glacial fx remains underway.
•As previously announced, R2 extended the maturity of its secured promissory note with Lancer Capital from August 1, 2026 to December 31, 2026, and R2’s preferred equity was converted to common equity, simplifying its capital structure.
Spectrum
•On September 1, 2026, INNOVATE completed the previously announced sale of its controlling interest in HC2 Broadcasting to CONX. CONX now owns 75% of HC2 Broadcasting, while INNOVATE retains a 25% ownership interest.
•Broadcasting reported third quarter 2026 revenue of $3.7 million, compared to $5.6 million in the prior year quarter. Net income attributable to INNOVATE was $25.9 million, including the gain on sale of $32.9 million, compared to Net loss of $5.9 million in the prior year quarter. Adjusted EBITDA was $0.3 million, compared to $1.0 million in the prior year quarter.
Third Quarter 2026 Financial Highlights
•Revenue: For the third quarter of 2026, INNOVATE's consolidated revenue was $495.5 million, an increase of 42.8%, compared to $347.1 million for the prior year quarter. The increase was driven primarily by our Infrastructure segment, which was partially offset by a decrease at our Spectrum and Life Sciences segments. The increase at our Infrastructure segment was primarily driven by the timing and size of projects at DBMG's commercial structural steel fabrication and erection business, which had increased activity subsequent to the comparable period on certain large construction projects, as well as an increase at our industrial maintenance and repair business due to the timing and size of projects. The decrease at our Spectrum segment was primarily driven by our disposition of a controlling interest in our Spectrum segment, as discussed above, which resulted in two months of consolidated Spectrum revenue in the current period compared to three months in the comparable period. The decrease at our Life Sciences segment was attributable to R2, reflecting decreases in unit sales across all product lines and regions, due to liquidity constraints.
REVENUE by OPERATING SEGMENT | |||||||||||||||||||||||||||||||||||
| (in millions) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Increase / (Decrease) | 2026 | 2025 | Increase/(Decrease) | ||||||||||||||||||||||||||||||
| Infrastructure | $ | 490.6 | $ | 338.4 | $ | 152.2 | $ | 1,262.5 | $ | 836.4 | $ | 426.1 | |||||||||||||||||||||||
| Life Sciences | 1.2 | 3.1 | (1.9) | 5.0 | 9.4 | (4.4) | |||||||||||||||||||||||||||||
| Spectrum | 3.7 | 5.6 | (1.9) | 14.4 | 17.5 | (3.1) | |||||||||||||||||||||||||||||
Consolidated INNOVATE | $ | 495.5 | $ | 347.1 | $ | 148.4 | $ | 1,281.9 | $ | 863.3 | $ | 418.6 | |||||||||||||||||||||||
•Net Income (Loss): For the third quarter of 2026, INNOVATE reported Net income attributable to common stockholders and participating preferred stockholders of $15.8 million, or $1.10 per fully diluted share, compared to a Net loss of $9.4 million, or $0.71 per fully diluted share, for the prior year quarter. The increase in Net income was primarily driven by the $32.9 million gain on sale of the controlling interest in Broadcasting, a $27.2 million net increase in gross profit, primarily at our
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Infrastructure segment due to the timing and size of projects and project efficiencies, and a $3.1 million decrease in depreciation and amortization following the classification of our Infrastructure and Spectrum segments as held for sale. The increase was partially offset by a $10.3 million deemed dividend on R2's preferred stock attributable to non-controlling interests in the current period, a $10.0 million increase in tax expense, primarily driven by an increase in pre-tax income combined with an increase in the annual effective tax rate, a $7.7 million increase in interest expense, primarily due to increased principal balances at our Non-Operating Corporate segment and the loan entered into with CONX at our Spectrum segment during the second quarter of 2026, and a $5.8 million net increase in selling, general and administrative (“SG&A”) expenses, primarily at our Infrastructure segment due to the timing of, and increases in compensation-related expenses and increases in severance costs and professional fees, as well as smaller increases in other operating loss, loss on extinguishment of debt and loss from equity investees.
| NET INCOME (LOSS) by OPERATING SEGMENT | |||||||||||||||||||||||||||||||||||
| (in millions) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Increase / (Decrease) | 2026 | 2025 | Increase / (Decrease) | ||||||||||||||||||||||||||||||
| Infrastructure | $ | 25.2 | $ | 8.8 | $ | 16.4 | $ | 60.9 | $ | 18.9 | $ | 42.0 | |||||||||||||||||||||||
| Life Sciences | (3.0) | (4.6) | 1.6 | (8.6) | (18.7) | 10.1 | |||||||||||||||||||||||||||||
| Spectrum | 25.9 | (5.9) | 31.8 | 27.8 | (17.4) | 45.2 | |||||||||||||||||||||||||||||
Non-Operating Corporate | (21.6) | (7.2) | (14.4) | (59.7) | (36.0) | (23.7) | |||||||||||||||||||||||||||||
| Other and eliminations | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Net income (loss) attributable to INNOVATE Corp. | $ | 26.5 | $ | (8.9) | $ | 35.4 | $ | 20.4 | $ | (53.2) | $ | 73.6 | |||||||||||||||||||||||
| Less: Preferred stock dividends | 0.4 | 0.5 | (0.1) | 1.1 | 3.0 | (1.9) | |||||||||||||||||||||||||||||
| Less: Deemed dividend on subsidiary preferred stock attributable to non-controlling interests | 10.3 | — | 10.3 | 10.3 | — | 10.3 | |||||||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders and participating preferred stockholders | $ | 15.8 | $ | (9.4) | $ | 25.2 | $ | 9.0 | $ | (56.2) | $ | 65.2 | |||||||||||||||||||||||
•Adjusted EBITDA: For the third quarter of 2026, Total Adjusted EBITDA was $40.5 million compared to Total Adjusted EBITDA of $19.8 million for the prior year quarter. The increase in Adjusted EBITDA was primarily driven by our Infrastructure, Life Sciences and Non-Operating Corporate segments, which were partially offset by a decrease at our Spectrum segment. The increase at our Infrastructure segment was primarily driven by an increase in revenue and gross profit at DBMG's commercial structural steel fabrication and erection business, which had increased activity subsequent to the comparable period on certain large construction projects, combined with changes in the estimate of the cost to complete those projects recognized in the ordinary course driven by efficiencies recognized around certain projects. The increase was partially offset by an increase in recurring SG&A expenses, primarily driven by the timing of, and increases in compensation-related expenses and an increase in professional fees, as well as a decrease in gross profit at our industrial maintenance and repair business, despite the increase in revenue discussed above, primarily due to fluctuations in material costs. The increase at our Life Sciences segment was primarily driven by a decrease in compensation-related expenses at R2, which was partially offset by a decrease in gross profit at R2, driven by the decrease in revenue, and an increase in equity method losses recognized from MediBeacon. The increase at our Non-Operating Corporate segment was primarily driven by a decrease in professional fees. The decrease in Adjusted EBITDA at our Spectrum segment was primarily driven by our disposition of a controlling interest in our Spectrum segment, as explained above, which resulted in two months of consolidated Spectrum activity in the current period compared to three months in the comparable period.
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| ADJUSTED EBITDA by OPERATING SEGMENT | |||||||||||||||||||||||||||||||||||
| (in millions) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Increase / (Decrease) | 2026 | 2025 | Increase/(Decrease) | ||||||||||||||||||||||||||||||
| Infrastructure | $ | 43.6 | $ | 23.5 | $ | 20.1 | $ | 115.3 | $ | 59.5 | $ | 55.8 | |||||||||||||||||||||||
| Life Sciences | (1.7) | (2.6) | 0.9 | (4.5) | (13.9) | 9.4 | |||||||||||||||||||||||||||||
| Spectrum | 0.3 | 1.0 | (0.7) | 1.4 | 3.4 | (2.0) | |||||||||||||||||||||||||||||
Non-Operating Corporate | (1.7) | (2.1) | 0.4 | (5.7) | (6.3) | 0.6 | |||||||||||||||||||||||||||||
| Other and eliminations | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Total Adjusted EBITDA(1) | $ | 40.5 | $ | 19.8 | $ | 20.7 | $ | 106.5 | $ | 42.7 | $ | 63.8 | |||||||||||||||||||||||
(1) Reconciliation of GAAP to Non-GAAP measures follows.
•Balance Sheet: As of September 30, 2026, INNOVATE had cash and cash equivalents, excluding restricted cash and cash and cash equivalents held for sale, of $4.9 million compared to $5.1 million as of December 31, 2025. On a stand-alone basis, as of both September 30, 2026 and December 31, 2025, our Non-Operating Corporate segment had cash and cash equivalents of $4.2 million.
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Conference Call
INNOVATE will host a live conference call to discuss its third quarter 2026 financial results and operations today at 4:30 p.m. ET. The Company will post an earnings supplemental presentation in the Investor Relations section of the INNOVATE website at innovate-ir.com to accompany the conference call. Dial-in instructions for the conference call and the replay follows.
•Live Webcast and Call. A live webcast of the conference call can be accessed by interested parties through the Investor Relations section of the INNOVATE website at innovate-ir.com.
–Dial-in: 1-833-316-2483 (Domestic Toll Free) / 1-785-838-9284 (Toll/International)
•Conference Replay*
–Dial-in: 1-844-512-2921 (Domestic Toll Free) / 1-412-317-6671 (Toll/International)
–Conference Number: 11162805
*Available approximately three hours after the end of the conference call through November 26, 2026.
About INNOVATE
INNOVATE is a holding company that owns, operates and invests in a portfolio of best-in-class businesses in the Life Sciences and Spectrum markets. INNOVATE is focused on maximizing value through disciplined capital allocation, strategic oversight and operational support of its subsidiaries. For more information, please visit: www.INNOVATECorp.com.
Contacts
Investor Contact:
Jenna Kozlowski
ir@innovatecorp.com
(212) 235-2691
Non-GAAP Financial Measures
In this press release, INNOVATE refers to certain financial measures that are not presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), including Total Adjusted EBITDA (excluding discontinued operations, if applicable) and Adjusted EBITDA for its operating segments. In addition, other companies may define Adjusted EBITDA differently than we do, which could limit its usefulness.
Adjusted EBITDA
Management believes that Adjusted EBITDA provides investors with meaningful information for gaining an understanding of our results as it is frequently used by the financial community to provide insight into an organization’s operating trends and facilitates comparisons between peer companies, since interest, taxes, depreciation, amortization and the other items listed in the definition of Adjusted EBITDA below can differ greatly between organizations as a result of differing capital structures and tax strategies. Adjusted EBITDA can also be a useful measure of a company’s ability to service debt. While management believes that non-U.S. GAAP measurements are useful supplemental information, such adjusted results are not intended to replace our U.S. GAAP financial results. Using Adjusted EBITDA as a performance measure has inherent limitations as an analytical tool as compared to net income (loss) or other U.S. GAAP financial measures, as this non-U.S. GAAP measure excludes certain items, including items
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that are recurring in nature, which may be meaningful to investors. As a result of the exclusions, Adjusted EBITDA should not be considered in isolation and does not purport to be an alternative to net income (loss) or other U.S. GAAP financial measures as a measure of our operating performance.
The calculation of Adjusted EBITDA, as defined by us, consists of Net income (loss) attributable to INNOVATE Corp., excluding: discontinued operations, if applicable; depreciation and amortization; other operating (income) loss (which is inclusive of (gain) loss on sale or disposal of assets, lease termination costs, (gains) losses on lease modifications, and asset impairment expense); (gain) loss on sale of controlling interest in subsidiary; interest expense; (gain) loss on extinguishment of debt; other (income) expense, net; income tax expense (benefit); non-controlling interests; share-based compensation expense; realignment and exit costs; facility commissioning costs; debt refinancing costs; and acquisition and disposition costs.
Cautionary Statement Regarding Forward-Looking Statements
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This press release contains, and certain oral statements made by our representatives from time to time may contain, “forward-looking statements.” Generally, forward-looking statements include information describing actions, events, results, strategies and expectations and are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans,” “seeks,” “estimates,” “projects,” “may,” “will,” “could,” “might,” or “continues” or similar expressions. Such forward-looking statements are based on current expectations and inherently involve certain risks, assumptions and uncertainties. The forward-looking statements in this press release include, without limitation, any statements regarding INNOVATE’s plans and expectations for future growth and ability to capitalize on potential opportunities; the achievement of INNOVATE’s strategic objectives; INNOVATE's intended use of net proceeds from the sale of DBMG, including from the sale of the IES common stock received as consideration, to reduce its outstanding indebtedness, and the timing of any related debt repayments and redemptions; post-closing adjustments to the purchase price for the sale of DBMG; INNOVATE's retained interest in HC2 Broadcasting; anticipated commercialization, reimbursement, regulatory and clinical development activities at MediBeacon, including the timing of TGFR Monitor shipments in China; and expectations regarding demand, conversion of backlog to revenue, manufacturing capacity and international expansion at R2. Such statements are based on the beliefs and assumptions of INNOVATE’s management and the management of INNOVATE’s subsidiaries and portfolio companies.
The Company believes these judgments are reasonable, but these statements are not guarantees of performance, results or the creation of stockholder value and the Company’s actual results could differ materially from those expressed or implied in the forward-looking statements due to a variety of important factors, both positive and negative, including those that may be identified in subsequent statements and reports filed with the Securities and Exchange Commission (“SEC”), including in our reports on Forms 10-K, 10-Q, and 8-K. Such important factors include, without limitation: substantial doubt about our ability to continue operating as a going concern and to meet near-term debt maturities and mandatory redemption obligations, including the risk that insufficient or delayed proceeds from sales of the IES common stock could result in defaults, cross-defaults or acceleration of other obligations; fluctuations in the market price of IES common stock, including during the lock-up period, and our ability to realize sufficient proceeds from its sale; the outcome of post-closing purchase price adjustments under the DBMG transaction agreement; our dependence on distributions from our subsidiaries to fund our operations and payments on our obligations; our business profile following the sale of DBMG and the sale of a controlling interest in HC2 Broadcasting, including the loss of our primary sources of subsidiary cash flow, the potential absence of material operating revenue, and our dependence on our remaining Life Sciences operations; the impact on our business and financial condition of our substantial indebtedness and any significant additional
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indebtedness and other financing obligations we may incur; the illiquidity of our remaining 25% interest in HC2 Broadcasting and uncertainty regarding the timing, price and occurrence of any sale of that interest; the maturity of R2’s indebtedness on December 31, 2026 and the ability of our Life Sciences segment to raise additional capital; covenant noncompliance risk; our ability to complete transition services following these transactions and manage related costs and disputes; our ability to qualify for transient investment company status or another exclusion or exemption under the Investment Company Act of 1940; the possibility of indemnification claims and retained or contingent liabilities arising out of the sale of DBMG, the HC2 Broadcasting transaction and other divestitures; our ability to remain in compliance with the NYSE’s continued listing standards; our possible inability to raise additional capital when needed or refinance our existing debt, on attractive terms, or at all; governmental regulation in the healthcare industry, including reimbursement determinations; our dependence on the retention and recruitment of key personnel; volatility in the trading price of our common stock; changes in market conditions, including interest rates, inflation and trade and tariff policies; developments relating to the hostilities in Ukraine, the Middle East and Venezuela; increased competition in the markets in which our operating segments conduct their businesses; our ability to successfully identify any strategic acquisitions or business opportunities; uncertain global economic conditions in the markets in which our operating segments conduct their businesses; changes in regulations and tax laws; tax consequences associated with our acquisitions, holding and disposition of target companies and assets; the ability of our operating segments to attract and retain customers; and our expectations regarding the timing, extent and effectiveness of any cost reduction initiatives and management’s ability to moderate or control discretionary spending.
Although INNOVATE believes its expectations and assumptions regarding its future operating performance are reasonable, there can be no assurance that the expectations reflected herein will be achieved. These risks and other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, and our other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release.
You should not place undue reliance on forward-looking statements. All forward-looking statements attributable to INNOVATE or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and unless legally required, INNOVATE undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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INNOVATE CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in millions, except shares and per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenue | $ | 495.5 | $ | 347.1 | $ | 1,281.9 | $ | 863.3 | ||||||||||||||||||
| Cost of revenue | 418.6 | 297.4 | 1,072.0 | 722.5 | ||||||||||||||||||||||
| Gross profit | 76.9 | 49.7 | 209.9 | 140.8 | ||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Selling, general and administrative | 45.4 | 39.6 | 126.3 | 112.5 | ||||||||||||||||||||||
| Depreciation and amortization | 1.2 | 4.3 | 8.9 | 13.1 | ||||||||||||||||||||||
| Other operating loss (income) | 0.7 | (0.3) | 0.6 | 0.8 | ||||||||||||||||||||||
| Income from operations | 29.6 | 6.1 | 74.1 | 14.4 | ||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||
| Gain on sale of controlling interest in subsidiary | 32.9 | — | 32.9 | — | ||||||||||||||||||||||
| Interest expense | (31.1) | (23.4) | (83.2) | (65.0) | ||||||||||||||||||||||
| (Loss) gain on extinguishment of debt | (0.4) | — | 18.0 | (0.3) | ||||||||||||||||||||||
| Loss from equity investees | (0.4) | — | (0.4) | (5.9) | ||||||||||||||||||||||
| Other income, net | 0.6 | 0.6 | 1.1 | 4.6 | ||||||||||||||||||||||
| Income (loss) from operations before income taxes | 31.2 | (16.7) | 42.5 | (52.2) | ||||||||||||||||||||||
| Income tax (expense) benefit | (2.9) | 7.1 | (18.9) | (4.2) | ||||||||||||||||||||||
| Net income (loss) | 28.3 | (9.6) | 23.6 | (56.4) | ||||||||||||||||||||||
| Net (income) loss attributable to non-controlling interests and redeemable non-controlling interests | (1.8) | 0.7 | (3.2) | 3.2 | ||||||||||||||||||||||
| Net income (loss) attributable to INNOVATE Corp. | 26.5 | (8.9) | 20.4 | (53.2) | ||||||||||||||||||||||
| Less: Preferred stock dividends | 0.4 | 0.5 | 1.1 | 3.0 | ||||||||||||||||||||||
| Less: Deemed dividend on subsidiary preferred stock attributable to non-controlling interests | 10.3 | — | 10.3 | — | ||||||||||||||||||||||
| Net income (loss) attributable to common stockholders and participating preferred stockholders | $ | 15.8 | $ | (9.4) | $ | 9.0 | $ | (56.2) | ||||||||||||||||||
| Earnings (loss) per common share | ||||||||||||||||||||||||||
| Basic | $ | 1.12 | $ | (0.71) | $ | 0.64 | $ | (4.27) | ||||||||||||||||||
| Diluted | $ | 1.10 | $ | (0.71) | $ | 0.63 | $ | (4.27) | ||||||||||||||||||
| Weighted-average common shares outstanding | ||||||||||||||||||||||||||
| Basic | 13,524,185 | 13,264,799 | 13,415,551 | 13,176,043 | ||||||||||||||||||||||
| Diluted | 13,704,485 | 13,264,799 | 13,600,594 | 13,176,043 | ||||||||||||||||||||||
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INNOVATE CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in millions, except share amounts)
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Assets | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | 4.9 | $ | 5.1 | ||||||||||
| Accounts receivable, net | 0.3 | 1.8 | ||||||||||||
| Inventory | 0.9 | 0.7 | ||||||||||||
| Other current assets | 1.7 | 4.1 | ||||||||||||
| Current assets held for sale | 574.1 | 439.8 | ||||||||||||
| Total current assets | 581.9 | 451.5 | ||||||||||||
| Investments | 59.4 | 1.8 | ||||||||||||
| Property, plant and equipment, net | — | 0.1 | ||||||||||||
| Intangibles, net | 0.8 | 0.9 | ||||||||||||
| Other assets | 1.9 | 2.2 | ||||||||||||
Assets held for sale | 376.3 | 493.6 | ||||||||||||
| Total assets | $ | 1,020.3 | $ | 950.1 | ||||||||||
| Liabilities, temporary equity and stockholders’ deficit | ||||||||||||||
| Current liabilities | ||||||||||||||
| Accounts payable | $ | 7.2 | $ | 3.2 | ||||||||||
| Accrued liabilities | 24.9 | 21.6 | ||||||||||||
| Current portion of debt obligations | 574.5 | 513.0 | ||||||||||||
| Other current liabilities | 2.4 | 3.2 | ||||||||||||
| Current liabilities held for sale | 549.4 | 493.1 | ||||||||||||
| Total current liabilities | 1,158.4 | 1,034.1 | ||||||||||||
| Liabilities held for sale | 57.9 | 131.3 | ||||||||||||
| Total liabilities | 1,216.3 | 1,165.4 | ||||||||||||
| Commitments and contingencies | ||||||||||||||
| Temporary equity | ||||||||||||||
| Preferred Stock Series A-3 and Preferred Stock Series A-4, $0.001 par value | 9.9 | 9.3 | ||||||||||||
| Shares authorized: 20,000,000; Shares issued and outstanding: 6,125 of Series A-3; 1,937 of Series A-4 | ||||||||||||||
| Redeemable non-controlling interests | — | 1.6 | ||||||||||||
| Total temporary equity | 9.9 | 10.9 | ||||||||||||
| Stockholders’ deficit | ||||||||||||||
| Common stock, $0.001 par value | — | — | ||||||||||||
Shares authorized: 250,000,000; Shares issued: 14,035,360 and 13,818,904, respectively; Shares outstanding: 13,858,322 and 13,655,062, respectively | ||||||||||||||
| Additional paid-in capital | 342.6 | 350.1 | ||||||||||||
| Treasury stock, at cost: 177,038 and 163,842 shares, respectively | (5.6) | (5.6) | ||||||||||||
| Accumulated deficit | (562.1) | (582.5) | ||||||||||||
| Accumulated other comprehensive loss | (3.2) | (2.1) | ||||||||||||
| Total INNOVATE Corp. stockholders’ deficit | (228.3) | (240.1) | ||||||||||||
| Non-controlling interests | 22.4 | 13.9 | ||||||||||||
| Total stockholders’ deficit | (205.9) | (226.2) | ||||||||||||
| Total liabilities, temporary equity and stockholders’ deficit | $ | 1,020.3 | $ | 950.1 | ||||||||||
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INNOVATE CORP.
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA
(Unaudited, in millions)
| Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||
| Infrastructure | Life Sciences | Spectrum | Non-Operating Corporate | Other and Eliminations | INNOVATE | |||||||||||||||||||||||||||||||||
| Net income (loss) attributable to INNOVATE Corp. | $ | 25.2 | $ | (3.0) | $ | 25.9 | $ | (21.6) | $ | — | $ | 26.5 | ||||||||||||||||||||||||||
| Adjustments to reconcile net income (loss) to Adjusted EBITDA: | ||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 1.2 | — | — | — | — | 1.2 | ||||||||||||||||||||||||||||||||
| Depreciation and amortization (included in cost of revenue) | 1.4 | — | — | — | — | 1.4 | ||||||||||||||||||||||||||||||||
| Other operating loss (income) | 0.9 | — | (0.2) | — | — | 0.7 | ||||||||||||||||||||||||||||||||
| Gain on sale of controlling interest in subsidiary | — | — | (32.9) | — | — | (32.9) | ||||||||||||||||||||||||||||||||
| Interest expense | 1.4 | 1.8 | 8.2 | 19.7 | — | 31.1 | ||||||||||||||||||||||||||||||||
| Loss on extinguishment of debt | — | — | 0.4 | — | — | 0.4 | ||||||||||||||||||||||||||||||||
| Other (income) expense, net | (2.3) | — | 0.3 | 1.4 | — | (0.6) | ||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | 8.8 | — | — | (5.9) | — | 2.9 | ||||||||||||||||||||||||||||||||
| Non-controlling interests | 2.5 | (0.5) | (0.2) | — | — | 1.8 | ||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | 0.5 | — | 0.5 | ||||||||||||||||||||||||||||||||
| Realignment and exit costs | 1.8 | — | — | — | — | 1.8 | ||||||||||||||||||||||||||||||||
Facility commissioning costs | 2.5 | — | — | — | — | 2.5 | ||||||||||||||||||||||||||||||||
| Debt refinancing costs | — | — | — | 0.7 | — | 0.7 | ||||||||||||||||||||||||||||||||
| Acquisition and disposition costs | 0.2 | — | (1.2) | 3.5 | — | 2.5 | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 43.6 | $ | (1.7) | $ | 0.3 | $ | (1.7) | $ | — | $ | 40.5 | ||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Infrastructure | Life Sciences | Spectrum | Non-Operating Corporate | Other and Eliminations | INNOVATE | |||||||||||||||||||||||||||||||||
| Net income (loss) attributable to INNOVATE Corp. | $ | 8.8 | $ | (4.6) | $ | (5.9) | $ | (7.2) | $ | — | $ | (8.9) | ||||||||||||||||||||||||||
| Adjustments to reconcile net income (loss) to Adjusted EBITDA: | ||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 3.0 | 0.1 | 1.2 | — | — | 4.3 | ||||||||||||||||||||||||||||||||
| Depreciation and amortization (included in cost of revenue) | 3.2 | — | — | — | — | 3.2 | ||||||||||||||||||||||||||||||||
| Other operating loss (income) | 0.1 | — | (0.4) | — | — | (0.3) | ||||||||||||||||||||||||||||||||
| Interest expense | 2.4 | 3.1 | 3.8 | 14.1 | — | 23.4 | ||||||||||||||||||||||||||||||||
| Other (income) expense, net | (0.5) | (0.1) | 2.4 | (2.4) | — | (0.6) | ||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | 4.4 | — | — | (11.5) | — | (7.1) | ||||||||||||||||||||||||||||||||
| Non-controlling interests | 0.9 | (1.2) | (0.4) | — | — | (0.7) | ||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | 0.1 | — | 0.6 | — | 0.7 | ||||||||||||||||||||||||||||||||
| Realignment and exit costs | 1.2 | — | 0.1 | — | — | 1.3 | ||||||||||||||||||||||||||||||||
| Debt refinancing costs | — | — | 0.2 | 4.3 | — | 4.5 | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 23.5 | $ | (2.6) | $ | 1.0 | $ | (2.1) | $ | — | $ | 19.8 | ||||||||||||||||||||||||||
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INNOVATE CORP.
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA
(Unaudited, in millions)
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||
Infrastructure | Life Sciences | Spectrum | Non-Operating Corporate | Other and Eliminations | INNOVATE | |||||||||||||||||||||||||||||||||
| Net income (loss) attributable to INNOVATE Corp. | $ | 60.9 | $ | (8.6) | $ | 27.8 | $ | (59.7) | $ | — | $ | 20.4 | ||||||||||||||||||||||||||
| Adjustments to reconcile net income (loss) to Adjusted EBITDA: | ||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 6.9 | 0.1 | 1.9 | — | — | 8.9 | ||||||||||||||||||||||||||||||||
| Depreciation and amortization (included in cost of revenue) | 8.1 | — | — | — | — | 8.1 | ||||||||||||||||||||||||||||||||
| Other operating loss (income) | 0.9 | — | (0.3) | — | — | 0.6 | ||||||||||||||||||||||||||||||||
| Gain on sale of controlling interest in subsidiary | — | — | (32.9) | — | — | (32.9) | ||||||||||||||||||||||||||||||||
| Interest expense | 4.6 | 5.8 | 19.0 | 53.8 | — | 83.2 | ||||||||||||||||||||||||||||||||
| Gain on extinguishment of debt | — | — | (18.0) | — | — | (18.0) | ||||||||||||||||||||||||||||||||
| Other (income) expense, net | (4.2) | — | 4.7 | (1.6) | — | (1.1) | ||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | 24.0 | — | — | (5.1) | — | 18.9 | ||||||||||||||||||||||||||||||||
Non-controlling interests | 5.9 | (1.9) | (0.8) | — | — | 3.2 | ||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | 0.1 | — | 1.4 | — | 1.5 | ||||||||||||||||||||||||||||||||
| Realignment and exit costs | 2.3 | — | — | — | — | 2.3 | ||||||||||||||||||||||||||||||||
Facility commissioning costs | 5.5 | — | — | — | — | 5.5 | ||||||||||||||||||||||||||||||||
| Debt refinancing costs | — | — | — | 0.9 | — | 0.9 | ||||||||||||||||||||||||||||||||
| Acquisition and disposition costs | 0.4 | — | — | 4.6 | — | 5.0 | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 115.3 | $ | (4.5) | $ | 1.4 | $ | (5.7) | $ | — | $ | 106.5 | ||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Infrastructure | Life Sciences | Spectrum | Non-Operating Corporate | Other and Eliminations | INNOVATE | |||||||||||||||||||||||||||||||||
| Net income (loss) attributable to INNOVATE Corp. | $ | 18.9 | $ | (18.7) | $ | (17.4) | $ | (36.0) | $ | — | $ | (53.2) | ||||||||||||||||||||||||||
| Adjustments to reconcile net income (loss) to Adjusted EBITDA: | ||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 9.2 | 0.3 | 3.6 | — | — | 13.1 | ||||||||||||||||||||||||||||||||
| Depreciation and amortization (included in cost of revenue) | 9.7 | — | — | — | — | 9.7 | ||||||||||||||||||||||||||||||||
| Other operating loss (income) | 1.2 | — | (0.4) | — | — | 0.8 | ||||||||||||||||||||||||||||||||
| Interest expense | 6.9 | 12.8 | 11.4 | 33.9 | — | 65.0 | ||||||||||||||||||||||||||||||||
| Loss on extinguishment of debt | 0.3 | — | — | — | — | 0.3 | ||||||||||||||||||||||||||||||||
| Other (income) expense, net | (1.1) | (4.6) | 6.9 | (5.8) | — | (4.6) | ||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | 8.8 | — | — | (4.6) | — | 4.2 | ||||||||||||||||||||||||||||||||
Non-controlling interests | 1.9 | (4.0) | (1.1) | — | — | (3.2) | ||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | 0.3 | — | 1.9 | — | 2.2 | ||||||||||||||||||||||||||||||||
| Realignment and exit costs | 3.6 | — | 0.2 | — | — | 3.8 | ||||||||||||||||||||||||||||||||
| Debt refinancing costs | 0.1 | — | 0.2 | 4.3 | — | 4.6 | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 59.5 | $ | (13.9) | $ | 3.4 | $ | (6.3) | $ | — | $ | 42.7 | ||||||||||||||||||||||||||
12
INNOVATE Corp. 2026 INNOVATE Corp. Q3 2026 Earnings Release Supplement November 12, 2026
INNOVATE Corp. 2026 Safe Harbor Disclaimers 2 Cautionary Statement Regarding Forward-Looking Statements Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This presentation contains, and certain oral statements made by our representatives from time to time may contain, "forward- looking statements." Generally, forward-looking statements include information describing actions, events, results, strategies and expectations and are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans,” “seeks,” “estimates,” “projects,” “may,” “will,” “could,” “might,” or “continues” or similar expressions. Such forward-looking statements are based on current expectations and inherently involve certain risks, assumptions and uncertainties. The forward-looking statements in this presentation include, without limitation, any statements regarding INNOVATE’s plans and expectations for future growth and ability to capitalize on potential opportunities; the achievement of INNOVATE’s strategic objectives; INNOVATE's intended use of net proceeds from the sale of DBMG, including from the sale of the IES common stock received as consideration, to reduce its outstanding indebtedness, and the timing of any related debt repayments and redemptions; post-closing adjustments to the purchase price for the sale of DBMG; INNOVATE's retained interest in HC2 Broadcasting; anticipated commercialization, reimbursement, regulatory and clinical development activities at MediBeacon, including the timing of TGFR Monitor shipments in China; and expectations regarding demand, conversion of backlog to revenue, manufacturing capacity and international expansion at R2. Such statements are based on the beliefs and assumptions of INNOVATE’s management and the management of INNOVATE’s subsidiaries and portfolio companies. The Company believes these judgments are reasonable, but these statements are not guarantees of performance, results or the creation of stockholder value and the Company’s actual results could differ materially from those expressed or implied in the forward-looking statements due to a variety of important factors, both positive and negative, including those that may be identified in subsequent statements and reports filed with the Securities and Exchange Commission (“SEC”), including in our reports on Forms 10-K, 10-Q, and 8-K. Such important factors include, without limitation: substantial doubt about our ability to continue operating as a going concern and to meet near-term debt maturities and mandatory redemption obligations, including the risk that insufficient or delayed proceeds from sales of the IES common stock could result in defaults, cross-defaults or acceleration of other obligations; fluctuations in the market price of IES common stock, including during the lock-up period, and our ability to realize sufficient proceeds from its sale; the outcome of post-closing purchase price adjustments under the DBMG transaction agreement; our dependence on distributions from our subsidiaries to fund our operations and payments on our obligations; our business profile following the sale of DBMG and the sale of a controlling interest in HC2 Broadcasting, including the loss of our primary sources of subsidiary cash flow, the potential absence of material operating revenue, and our dependence on our remaining Life Sciences operations; the impact on our business and financial condition of our substantial indebtedness and any significant additional indebtedness and other financing obligations we may incur; the illiquidity of our remaining 25% interest in HC2 Broadcasting and uncertainty regarding the timing, price and occurrence of any sale of that interest; the maturity of R2’s indebtedness on December 31, 2026 and the ability of our Life Sciences segment to raise additional capital; covenant noncompliance risk; our ability to complete transition services following these transactions and manage related costs and disputes; our ability to qualify for transient investment company status or another exclusion or exemption under the Investment Company Act of 1940; the possibility of indemnification claims and retained or contingent liabilities arising out of the sale of DBMG, the HC2 Broadcasting transaction and other divestitures; our ability to remain in compliance with the NYSE’s continued listing standards; our possible inability to raise additional capital when needed or refinance our existing debt, on attractive terms, or at all; governmental regulation in the healthcare industry, including reimbursement determinations; our dependence on the retention and recruitment of key personnel; volatility in the trading price of our common stock; changes in market conditions, including interest rates, inflation and trade and tariff policies; developments relating to the hostilities in Ukraine, the Middle East and Venezuela; increased competition in the markets in which our operating segments conduct their businesses; our ability to successfully identify any strategic acquisitions or business opportunities; uncertain global economic conditions in the markets in which our operating segments conduct their businesses; changes in regulations and tax laws; tax consequences associated with our acquisitions, holding and disposition of target companies and assets; the ability of our operating segments to attract and retain customers; and our expectations regarding the timing, extent and effectiveness of any cost reduction initiatives and management’s ability to moderate or control discretionary spending. Although INNOVATE believes its expectations and assumptions regarding its future operating performance are reasonable, there can be no assurance that the expectations reflected herein will be achieved. These risks and other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, and our other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this presentation. You should not place undue reliance on forward-looking statements. All forward-looking statements attributable to INNOVATE or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and unless legally required, INNOVATE undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
INNOVATE Corp. 2026 Safe Harbor Disclaimers 3 Non-GAAP Financial Measures In this earnings release supplement, INNOVATE refers to certain financial measures that are not presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), including Total Adjusted EBITDA (excluding discontinued operations, if applicable) and Adjusted EBITDA for its operating segments. In addition, other companies may define Adjusted EBITDA differently than we do, which could limit its usefulness. Adjusted EBITDA Management believes that Adjusted EBITDA provides investors with meaningful information for gaining an understanding of our results as it is frequently used by the financial community to provide insight into an organization’s operating trends and facilitates comparisons between peer companies, since interest, taxes, depreciation, amortization and the other items listed in the definition of Adjusted EBITDA below can differ greatly between organizations as a result of differing capital structures and tax strategies. Adjusted EBITDA can also be a useful measure of a company’s ability to service debt. While management believes that non-U.S. GAAP measurements are useful supplemental information, such adjusted results are not intended to replace our U.S. GAAP financial results. Using Adjusted EBITDA as a performance measure has inherent limitations as an analytical tool as compared to net income (loss) or other U.S. GAAP financial measures, as this non-U.S. GAAP measure excludes certain items, including items that are recurring in nature, which may be meaningful to investors. As a result of the exclusions, Adjusted EBITDA should not be considered in isolation and does not purport to be an alternative to net income (loss) or other U.S. GAAP financial measures as a measure of our operating performance. The calculation of Adjusted EBITDA, as defined by us, consists of Net income (loss) attributable to INNOVATE Corp., excluding: discontinued operations, if applicable; depreciation and amortization; other operating (income) loss (which is inclusive of (gain) loss on sale or disposal of assets, lease termination costs, (gains) losses on lease modifications, and asset impairment expense); (gain) loss on sale of controlling interest in subsidiary; interest expense; (gain) loss on extinguishment of debt; other (income) expense, net; income tax expense (benefit); non- controlling interests; share-based compensation expense; realignment and exit costs; facility commissioning costs; debt refinancing costs; and acquisition and disposition costs. Third Party Sources Third party information presented in this earnings release supplement is based on sources we believe to be reliable; however, there can be no assurance information so presented will prove accurate in whole or in part.
INNOVATE Corp. 2026 ■ DBM Global Inc. ("DBMG") delivered exceptional results in its final quarter under INNOVATE ownership with year- over-year revenue growth of ~45%. ■ As previously announced, on October 5, 2026, INNOVATE completed the sale of DBM Global, Inc. ("DBMG") to IES Holdings, Inc. ("IES") for cash and stock consideration. INNOVATE intends to use all net proceeds from the transaction to reduce its outstanding debt. ■ MediBeacon expanded engagement to 120+ U.S. institutions, advanced reimbursement initiatives while securing orders for 600 TGFR Monitors in China. ■ R2 Technologies, Inc. ("R2") reported third quarter 2026 revenue of $1.2 million and worldwide demand for the third quarter reached $3.1 million, ending the quarter with 116 systems in worldwide carryover amid continued inventory and cash constraints. ■ On September 1, 2026, INNOVATE completed the previously announced sale of its controlling interest in HC2 Broadcasting Holdings Inc. (“HC2 Broadcasting”) to CONX CORP. (“CONX”). CONX now owns 75% of HC2 Broadcasting, while INNOVATE retains a 25% ownership interest. Third Quarter 2026 & Recent Highlights 4 Strong DBMG performance capped by successful sale to IES; Portfolio transformation advanced through Broadcasting transaction; MediBeacon builds commercial traction and advances reimbursement initiatives; Spectrum pursues opportunities to unlock additional value
INNOVATE Corp. 2026 ■ MediBeacon expanded engagement to over 120 healthcare institutions as commercialization of the TGFR System advances. ■ Advanced key reimbursement initiatives, including engagement with CMS and payors. ■ Secured orders for 600 TGFR Monitors in China, with shipments planned through 2Q27. ■ Reported 3Q26 revenue of $1.2M. ■ Backlog of 116 systems globally. Segment Highlights Infrastructure Highlights Life Sciences Highlights Spectrum Highlights 5(1) Adjusted backlog takes into consideration awarded, but not yet signed contracts. ■ On September 1, 2026, INNOVATE completed the previously announced sale of its controlling interest in HC2 Broadcasting to CONX CORP. (“CONX”). CONX now owns 75% of HC2 Broadcasting, while INNOVATE retains a 25% ownership interest. ■ Delivered exceptional results in the final quarter under INNOVATE ownership with year-over-year revenue growth of ~45% ■ Reported backlog of $2.6B and total adjusted backlog(1) of $2.7B. ■ Strong backlog reflects continued demand and provides visibility into the business following the sale to IES. ■ Year-to-date revenue of $1.3B. ■ Completed the sale of DBMG to IES on October 5, 2026.
INNOVATE Corp. 2026 Consolidated Q3 Results ■ Revenue increased $148.4M or 42.8% driven primarily by our Infrastructure segment, which was partially offset by decreases at our Spectrum and Life Sciences segments. The increase at our Infrastructure segment was primarily driven by the timing and size of projects at DBMG's commercial structural steel fabrication and erection business, which had increased activity subsequent to the comparable period on certain large construction projects, as well as an increase at our industrial maintenance and repair business due to the timing and size of projects. The decrease at our Spectrum segment was primarily driven by our disposition of a controlling interest in our Spectrum segment on September 1, 2026, which resulted in two months of consolidated Spectrum revenue in the current period compared to three months in the comparable period. On September 1, 2026, we completed the disposition and retained a 25% interest in Spectrum, which we account for under the equity method. The decrease at our Life Sciences segment was attributable to R2, reflecting decreases in unit sales across all product lines and regions, due to liquidity constraints. ■ Net income attributable to INNOVATE Corp. of $26.5M ■ Adjusted EBITDA(2) increased by $20.7M to $40.5M primarily driven by our Infrastructure, Life Sciences, and Non-Operating Corporate segments, which was partially offset by a decrease at our Spectrum segment. Infrastructure ■ Net Income of $25.2M(1) ■ Adjusted EBITDA(2) up $20.1M over the prior year quarter primarily driven by an increase in revenue and gross profit at DBMG's commercial structural steel fabrication and erection business, which had increased activity subsequent to the comparable period on certain large construction projects, combined with changes in the estimate of the cost to complete those projects recognized in the ordinary course driven by efficiencies recognized around certain projects. The increase was partially offset by an increase in recurring SG&A expenses, primarily driven by the timing of, and increases in compensation-related expenses and an increase in professional fees, as well as a decrease in gross profit at our industrial maintenance and repair business, despite the increase in revenue discussed above, primarily due to fluctuations in material costs. ■ Reported backlog and adjusted(3) backlog of $2.6B and $2.7B, respectively, compared to reported backlog and adjusted(3) backlog of $1.7B and $1.8B, respectively, at December 31, 2025. Life Sciences ■ Revenue of $1.2M attributable to R2, which decreased $1.9M or 61.3%, reflecting decreases in unit sales across all product lines and regions, due to liquidity constraints. ■ Adjusted EBITDA(2) losses down $0.9M from the prior year quarter primarily driven by a decrease in compensation-related expenses at R2, which was partially offset by a decrease in gross profit at R2, driven by the decrease in revenue as discussed above, and an increase in equity method losses recognized from MediBeacon. Spectrum ■ Net income of $25.9M(1) ■ Adjusted EBITDA(2) decreased by $0.7M from the prior year quarter, primarily driven by our disposition of a controlling interest in our Spectrum segment on September 1, 2026, which resulted in two months of consolidated Spectrum activity in the current period compared to three months in the comparable period. On September 1, 2026, we completed the disposition and retained a 25% interest in Spectrum, which we account for under the equity method. Non-Operating Corporate ■ Adjusted EBITDA(2) losses down $0.4M primarily driven by a decrease in professional fees. Q3 2026 QTD Financial Highlights Revenue ($ millions) 3Q26 3Q25 Infrastructure $ 490.6 $ 338.4 Life Sciences 1.2 3.1 Spectrum 3.7 5.6 Consolidated INNOVATE $ 495.5 $ 347.1 Net income (loss) Attrib. to INNOVATE Corp. & Adjusted EBITDA 3Q26 3Q25 ($ millions) NI(1) Adjusted EBITDA(2) NI(1) Adjusted EBITDA(2) Infrastructure $ 25.2 $ 43.6 $ 8.8 $ 23.5 Life Sciences (3.0) (1.7) (4.6) (2.6) Spectrum 25.9 0.3 (5.9) 1.0 Non-Operating Corporate (21.6) (1.7) (7.2) (2.1) Other & Eliminations — — — — Consolidated INNOVATE $ 26.5 $ 40.5 $ (8.9) $ 19.8 (1) Net income (loss) attributable to INNOVATE Corp. (2) See Appendix for reconciliation of Non-GAAP to U.S. GAAP. (3) Adjusted backlog takes into consideration awarded, but not yet signed contracts. 6 Third Quarter Consolidated Revenue and Adjusted EBITDA(2) of $495.5 million and $40.5 million, respectively
INNOVATE Corp. 2026 ■ 45.0% revenue increase primarily driven by the timing and size of projects at DBMG's commercial structural steel fabrication and erection business, which had increased activity subsequent to the comparable period on certain large construction projects, combined with changes in the estimate of the cost to complete those projects recognized in the ordinary course driven by efficiencies recognized around certain projects. The increases were also driven by an increase at our industrial maintenance and repair business due to timing and size of projects and, to a lesser extent, at the construction modeling and detailing business. ■ Adjusted EBITDA(2) increase was primarily driven by an increase in revenue and gross profit at DBMG's commercial structural steel fabrication and erection business, which had increased activity subsequent to the comparable period on certain large construction projects, combined with changes in the estimate of the cost to complete those projects recognized in the ordinary course driven by efficiencies recognized around certain projects. The increase was partially offset by an increase in recurring SG&A expenses, primarily driven by the timing of, and increases in compensation-related expenses and an increase in professional fees, as well as a decrease in gross profit at our industrial maintenance and repair business, despite the increase in revenue discussed above, primarily due to fluctuations in material costs. ■ Reported backlog and adjusted backlog, which takes into consideration awarded but not yet signed contracts, of $2.6B and $2.7B, respectively. ■ September 30, 2026 LTM Net Income(1) of $71.5M and Adjusted EBITDA(2) of $143.3M. Financials ($ millions) 3Q26 3Q25 Revenue $ 490.6 $ 338.4 Net Income(1) $ 25.2 $ 8.8 Adjusted EBITDA (2) $ 43.6 $ 23.5 (1) Net income attributable to INNOVATE Corp. (2) See Appendix for reconciliation of Non-GAAP to U.S. GAAP. (3) Adjusted backlog takes into consideration awarded, but not yet signed contracts. All data as of September 30, 2026 unless otherwise noted. Segment Highlights - Infrastructure DBM Global ("DBMG") 7 $1,548.4 $1,723.9 $1,585.6 $1,901.0 $2,618.2 Backlog Adjusted Backlog 3Q25 4Q25 1Q26 2Q26 3Q26 1,000 2,000 3,000 ~$2,672.9 Trending Backlog Overview Near-Term Focus ($ millions) ■ On October 5, 2026, INNOVATE completed the previously announced sale of DBMG to IES.
INNOVATE Corp. 2026 ■ MediBeacon continued to advance commercialization of the TGFR System, with engagement expanding to more than 120 U.S. medical institutions and customer shipments, research and utilization underway at leading medical centers. ■ MediBeacon continued to advance reimbursement initiatives, with applications for additional reimbursement codes in 2026 following engagement with Centers for Medicare & Medicaid Services ("CMS") as well as key private payors. ■ MediBeacon continued its expansion in China, with 600 TGFR Monitors ordered for the market and shipments planned from the fourth quarter of 2026 through second quarter of 2027. ■ R2 reported third quarter 2026 revenue of $1.2 million. ■ R2's demand for the third quarter reached $3.1 million, with backlog increasing to 116 systems globally at the end of the quarter. ■ As previously announced, R2 extended the maturity of its secured promissory note with Lancer Capital from August 1, 2026 to December 31, 2026, and R2’s preferred equity was converted to common equity, simplifying its capital structure. MediBeaconR2 Technologies, Inc. ("R2") (1) Investment-to-date totals and equity ownership percentages are as of September 30, 2026. Company Investment to Date Equity % Fully Diluted % R2 Technologies $74.9M 86.7% 86.7% MediBeacon $38.4M 44.6% 39.3% Genovel $4.2M 80.0% 75.2% Triple Ring $0.9M 7.2% 1.6% Scaled Cell Solutions $0.9M 20.1% 20.1% 8 Segment Highlights - Life Sciences Pansend Life Sciences ("Pansend") Summary of Investments(1) $4.1 $3.1 $3.2 $3.1 $3.1 $1.6 $2.2 $1.2 4Q24 1Q25 2Q25 3Q25 4Q25 1Q26 2Q26 3Q26 R2 Trending Revenue ($ millions)
INNOVATE Corp. 2026 Financials ($ millions) 3Q26 3Q25 Revenue $ 3.7 $ 5.6 Net Income (Loss)(1) $ 25.9 $ (5.9) Adjusted EBITDA (2) $ 0.3 $ 1.0 9 Segment Highlights - Spectrum HC2 Broadcasting ("Broadcasting") Overview (1) Net Income (Loss) attributable to INNOVATE Corp. (2) See Appendix for reconciliation of Non-GAAP to U.S. GAAP. (3) Operating stations mix as of September 30, 2026. Operating Stations Mix(3) 3Q26 Low Power Television ("LPTV") 206 Class A stations 53 Full-Power stations 3 Total Operating Stations 262 Approximate MHz POPs 2.7 Billion ■ On September 1, 2026, INNOVATE completed the previously announced sale of its controlling interest in HC2 Broadcasting to CONX CORP. (“CONX”). CONX now owns 75% of HC2 Broadcasting, while INNOVATE retains a 25% ownership interest. ■ Following the closing of the partial sale of Broadcasting, INNOVATE began recognizing its 25% ownership as an equity method investment under the Spectrum segment.
INNOVATE Corp. 2026 (1) Debt Maturity Profile excludes held for sale liabilities, Preferred Stock and operating leases. (2) Debt Amortization and Maturity Profile chart presents debt annual amortization and maturity payments, excluding exit fees and interest payments. (3) 2026 debt amortization includes repayment of the Revolving Line of Credit and a $325 million partial redemption of the 10.50% Senior Secured Notes in connection with the DBMG Transaction subsequent to the quarter. (4) Excludes held for sale cash and cash equivalents and restricted cash. Debt Summary(1) ($ millions) Maturity Sep-26 Dec-25 10.50% Senior Secured Notes(3) 2027 $ 400.9 $ 360.4 9.50% Convertible Senior Secured Notes 2027 58.9 53.5 CGIC Promissory Note 2027 51.1 45.9 Revolving Line of Credit(3) 2026 20.0 20.0 8.50% Senior Secured Notes 2026 — 1.9 7.50% Convertible Senior Notes 2026 — 0.2 Life Sciences Debt 2026 52.4 47.9 Total Principal Outstanding $ 583.3 $ 529.8 Unamortized OID and DFC (8.8) (16.8) Total Debt $ 574.5 $ 513.0 Cash & Cash Equivalents(4) 4.9 5.1 Net Debt $ 569.6 $ 507.9 Current Credit Picture 10 Debt Amortization and Maturity Profile $397.4 $185.9 Holdco Life Sciences 2026 2027 $— $100.0 $200.0 $300.0 $400.0 $500.0 ($ millions) (2) (3)
INNOVATE Corp. 2026 Appendix Select GAAP Financials & Non-GAAP Reconciliations
INNOVATE Corp. 2026 INNOVATE Selected GAAP Financials Income Statement - Unaudited (in millions) Three Months Ended September 30, Nine Months Ended September 30, 2026 2025 2026 2025 Revenue $ 495.5 $ 347.1 $ 1,281.9 $ 863.3 Cost of revenue 418.6 297.4 1,072.0 722.5 Gross profit 76.9 49.7 209.9 140.8 Operating expenses: Selling, general and administrative 45.4 39.6 126.3 112.5 Depreciation and amortization 1.2 4.3 8.9 13.1 Other operating loss (income) 0.7 (0.3) 0.6 0.8 Income from operations 29.6 6.1 74.1 14.4 Other income (expense): Gain on sale of controlling interest in subsidiary 32.9 — 32.9 — Interest expense (31.1) (23.4) (83.2) (65.0) (Loss) gain on extinguishment of debt (0.4) — 18.0 (0.3) Loss from equity investees (0.4) — (0.4) (5.9) Other income, net 0.6 0.6 1.1 4.6 Income (loss) from operations before income taxes 31.2 (16.7) 42.5 (52.2) Income tax (expense) benefit (2.9) 7.1 (18.9) (4.2) Net income (loss) 28.3 (9.6) 23.6 (56.4) Net (income) loss attributable to non-controlling interests and redeemable non-controlling interests (1.8) 0.7 (3.2) 3.2 Net income (loss) attributable to INNOVATE Corp. 26.5 (8.9) 20.4 (53.2) Less: Preferred stock dividends 0.4 0.5 1.1 3.0 Less: Deemed dividend on subsidiary preferred stock attributable to non-controlling interests $ 10.3 $ — $ 10.3 $ — Net income (loss) attributable to common stockholders and participating preferred stockholders $ 15.8 $ (9.4) $ 9.0 $ (56.2) 12
INNOVATE Corp. 2026 Reconciliation of U.S. GAAP Income (Loss) to Adjusted EBITDA 13 (in millions) Three Months Ended September 30, 2026 Infrastructure Life Sciences Spectrum Non-Operating Corporate Other and Eliminations INNOVATE Net income (loss) attributable to INNOVATE Corp. $ 25.2 $ (3.0) $ 25.9 $ (21.6) $ — $ 26.5 Adjustments to reconcile net income (loss) to Adjusted EBITDA: Depreciation and amortization 1.2 — — — — 1.2 Depreciation and amortization (included in cost of revenue) 1.4 — — — — 1.4 Other operating loss (income) 0.9 — (0.2) — — 0.7 Gain on sale of controlling interest in subsidiary — — (32.9) — — (32.9) Interest expense 1.4 1.8 8.2 19.7 — 31.1 Loss on extinguishment of debt — — 0.4 — — 0.4 Other (income) expense, net (2.3) — 0.3 1.4 — (0.6) Income tax expense (benefit) 8.8 — — (5.9) — 2.9 Non-controlling interests 2.5 (0.5) (0.2) — — 1.8 Share-based compensation expense — — — 0.5 — 0.5 Realignment and exit costs 1.8 — — — — 1.8 Facility commissioning costs 2.5 — — — — 2.5 Debt refinancing costs — — — 0.7 — 0.7 Acquisition and disposition costs 0.2 — (1.2) 3.5 — 2.5 Adjusted EBITDA $ 43.6 $ (1.7) $ 0.3 $ (1.7) $ — $ 40.5
INNOVATE Corp. 2026 Reconciliation of U.S. GAAP Income (Loss) to Adjusted EBITDA 14 (in millions) Nine Months Ended September 30, 2026 Infrastructure Life Sciences Spectrum Non-Operating Corporate Other and Eliminations INNOVATE Net income (loss) attributable to INNOVATE Corp. $ 60.9 $ (8.6) $ 27.8 $ (59.7) $ — $ 20.4 Adjustments to reconcile net income (loss) to Adjusted EBITDA: Depreciation and amortization 6.9 0.1 1.9 — — 8.9 Depreciation and amortization (included in cost of revenue) 8.1 — — — — 8.1 Other operating loss (income) 0.9 — (0.3) — — 0.6 Gain on sale of controlling interest in subsidiary — — (32.9) — — (32.9) Interest expense 4.6 5.8 19.0 53.8 — 83.2 Gain on extinguishment of debt — — (18.0) — — (18.0) Other (income) expense, net (4.2) — 4.7 (1.6) — (1.1) Income tax expense (benefit) 24.0 — — (5.1) — 18.9 Non-controlling interests 5.9 (1.9) (0.8) — — 3.2 Share-based compensation expense — 0.1 — 1.4 — 1.5 Realignment and exit costs 2.3 — — — — 2.3 Facility commissioning costs 5.5 — — — — 5.5 Debt refinancing costs — — — 0.9 — 0.9 Acquisition and disposition costs 0.4 — — 4.6 — 5.0 Adjusted EBITDA $ 115.3 $ (4.5) $ 1.4 $ (5.7) $ — $ 106.5
INNOVATE Corp. 2026 Reconciliation of U.S. GAAP Income (Loss) to Adjusted EBITDA 15 (in millions) Three Months Ended September 30, 2025 Infrastructure Life Sciences Spectrum Non-Operating Corporate Other and Eliminations INNOVATE Net income (loss) attributable to INNOVATE Corp. $ 8.8 $ (4.6) $ (5.9) $ (7.2) $ — $ (8.9) Adjustments to reconcile net income (loss) to Adjusted EBITDA: Depreciation and amortization 3.0 0.1 1.2 — — 4.3 Depreciation and amortization (included in cost of revenue) 3.2 — — — — 3.2 Other operating loss (income) 0.1 — (0.4) — — (0.3) Interest expense 2.4 3.1 3.8 14.1 — 23.4 Other (income) expense, net (0.5) (0.1) 2.4 (2.4) — (0.6) Income tax expense (benefit) 4.4 — — (11.5) — (7.1) Non-controlling interests 0.9 (1.2) (0.4) — — (0.7) Share-based compensation expense — 0.1 — 0.6 — 0.7 Realignment and exit costs 1.2 — 0.1 — — 1.3 Debt refinancing costs — — 0.2 4.3 — 4.5 Adjusted EBITDA $ 23.5 $ (2.6) $ 1.0 $ (2.1) $ — $ 19.8
INNOVATE Corp. 2026 Reconciliation of U.S. GAAP Income (Loss) to Adjusted EBITDA 16 (in millions) Nine Months Ended September 30, 2025 Infrastructure Life Sciences Spectrum Non-Operating Corporate Other and Eliminations INNOVATE Net income (loss) attributable to INNOVATE Corp. $ 18.9 $ (18.7) $ (17.4) $ (36.0) $ — $ (53.2) Adjustments to reconcile net income (loss) to Adjusted EBITDA: Depreciation and amortization 9.2 0.3 3.6 — — 13.1 Depreciation and amortization (included in cost of revenue) 9.7 — — — — 9.7 Other operating loss (income) 1.2 — (0.4) — — 0.8 Interest expense 6.9 12.8 11.4 33.9 — 65.0 Loss on extinguishment of debt 0.3 — — — — 0.3 Other (income) expense, net (1.1) (4.6) 6.9 (5.8) — (4.6) Income tax expense (benefit) 8.8 — — (4.6) — 4.2 Non-controlling interests 1.9 (4.0) (1.1) — — (3.2) Share-based compensation expense — 0.3 — 1.9 — 2.2 Realignment and exit costs 3.6 — 0.2 — — 3.8 Debt refinancing costs 0.1 — 0.2 4.3 — 4.6 Adjusted EBITDA $ 59.5 $ (13.9) $ 3.4 $ (6.3) $ — $ 42.7
INNOVATE Corp. 2026 Reconciliation of U.S. GAAP Income (Loss) to Adjusted EBITDA 17 (in millions) Infrastructure Three Months Ended December 31, 2025 Nine Months Ended September 30, 2026 LTM September 30, 2026 Net income attributable to INNOVATE Corp. $ 10.6 $ 60.9 $ 71.5 Adjustments to reconcile net income (loss) to Adjusted EBITDA: Depreciation and amortization 2.9 6.9 9.8 Depreciation and amortization (included in cost of revenue) 3.2 8.1 11.3 Other operating loss 0.2 0.9 1.1 Interest expense 1.8 4.6 6.4 Other income, net (1.1) (4.2) (5.3) Income tax expense 7.4 24.0 31.4 Non-controlling interests 0.9 5.9 6.8 Realignment and exit costs 1.3 2.3 3.6 Facility commissioning costs — 5.5 5.5 Acquisition and disposition costs 0.8 0.4 1.2 Adjusted EBITDA $ 28.0 $ 115.3 $ 143.3