INNOVATE Corp.
For the period ended Sep 30, 2025. Filed Nov 12, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 12, 2025
VATE$5.26+5.8%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-05.
0001006837-25-000104
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0001006837-25-000127
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 6 previous paragraphs and 22 current paragraphs.
4 unchanged; 1 reworded; 17 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (17)
Current report
Reference is made to the factors set forth under the caption “Special Note Regarding Forward-Looking Statements” in Part I, Item 2 of this quarterly report on Form 10-Q and other risk factors described in our Annual Report, which are incorporated herein by reference. There have not been any material changes to the risk factors previously disclosed in our Annual Report and our Quarterly Report, except as set forth below.
Current report
The agreements governing our indebtedness, including the indentures governing INNOVATE’s 2027 Senior Secured Notes, 2027 Convertible Notes, 2026 Senior Secured Notes, 2026 Convertible Notes, CGIC Subordinated Secured Promissory Note and Revolving Line of Credit, and the Certificates of Designation with respect to our Series A-3 and Series A-4 Preferred Stock, contain various covenants that limit our discretion in the operation of our business and/or require us to meet financial maintenance tests and other covenants. The failure to comply with such tests and covenants could have a material adverse effect on us.
Current report
The agreements governing our indebtedness, including the indentures governing INNOVATE’s 2027 Senior Secured Notes, 2027 Convertible Notes, 2026 Senior Secured Notes, 2026 Convertible Notes, CGIC Subordinated Secured Promissory Note and Revolving Line of Credit, and the Certificates of Designation with respect to our Series A-3 and Series A-4 Preferred Stock, contain, and any of our other future financing agreements may contain, covenants imposing operating and financial restrictions on our businesses.
Current report
Theindentures governing INNOVATE’s 2027 Senior Secured Notes, 2027 Convertible Notes, 2026 Senior Secured Notes, 2026 Convertible Notes, CGIC Subordinated Secured Promissory Note and Revolving Line of Credit, and the Certificates of Designation with respect to our Series A-3 and Series A-4 Preferred Stock contain, and any future debt agreements may contain, various covenants, including those that restrict our ability to, among other things:
Current report
•incur liens on our property, assets and revenue;
Current report
•borrow money, and guarantee or provide other support for the indebtedness of third parties;
Current report
•make scheduled interest and principal or other payments or prepay, redeem or repurchase, certain of our indebtedness, including Existing Notes that did not participate in the Exchange Offer and the Solicitation or our Series A-3 and Series A-4 preferred stock;
Current report
•enter into certain change of control transactions;
Current report
•make investments in entities that we do not control, including joint ventures;
Current report
•enter into certain asset sale transactions, including divestiture of certain company assets and divestiture of capital stock of wholly-owned subsidiaries;
Current report
•enter into certain transactions with affiliates; and
Current report
The debt facilities at our subsidiaries contain similar covenants applicable to each respective subsidiary. These covenants may limit our ability to effectively operate our businesses. For example, DBMG has an indemnity agreement with its surety bond provider that also contains covenants on retention of capital and working capital requirements for DBMG, which may limit the amount of dividends DBMG may pay to its stockholders.
Current report
Theindentures governing INNOVATE’s 2027 Senior Secured Notes and 2027 Convertible Notes also require us to meet certain milestones with respect to strategic alternatives for our operating subsidiaries, including asset sales generating at least $150 million in net proceeds.
Current report
Any failure to comply with the restrictions in theindentures governing INNOVATE’s 2027 Senior Secured Notes and 2027 Convertible Notes, or any other agreement governing our existing indebtedness or indebtedness we may incur in the future, may result in an event of default under those agreements. Such default may allow the creditors to accelerate the related debt, which acceleration may trigger cross-acceleration or cross-default provisions in other debt. If any of these risks were to occur, our business and operations could be materially and adversely affected.
Current report
The Certificates of Designation provide the holders of our Series A-3 and Series A-4 Preferred Stock with consent and voting rights with respect to certain of the matters referred to above, in addition to certain corporate governance rights. These restrictions may interfere with our ability to obtain financings or to engage in other business activities, which could have a material adverse effect on our business and operations.
Removed paragraphs (1)
Previous report
There have been no material changes in our risk factors from those disclosed in Part 1, Item 1A of our Fiscal Year 2024 Form 10-K, which was filed with the SEC on March 31, 2025. See "Risk Factors" in Item 1A of Part I of such Fiscal Year 2024 Form 10-K for a complete description of the material risks we face.
Reworded paragraphs (1)
Previous wording
Shares of common stock withheld as payment of withholding taxes in connection with the vesting or exercise of equity awards are treated as common stock repurchases. Those withheld shares of common stock are not considered common stock repurchases under an authorized common stock repurchase plan. During the three months ended June 30, 2025, there were 80 shares withheld in connection with the vesting of employee equity awards at a weighted-average price of $5.55 per share.
Current wording
Shares of common stock withheld as payment of withholding taxes in connection with the vesting or exercise of equity awards are treated as common stock repurchases. Those withheld shares of common stock are not considered common stock repurchases under an authorized common stock repurchase plan. During the three months ended September 30, 2025, there were no shares withheld in connection with the vesting of employee equity awards.