INNIO N.V.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities; Purchases of Equity Securities by the Issuer or Affiliated Purchasers

In connection with the Reorganization described in the Prospectus, when INNIO Holding GmbH converted into INNIO Group Holding B.V., the nominal value of each outstanding share of INNIO Holding GmbH was reduced from EUR 1.00 to EUR 0.04, and INNIO Group Holding B.V. issued 749,975,000 new common shares. These common shares were issued in reliance on the exemption contained in Section 4(a)(2) of the Securities Act on the basis that the transaction would not involve a public offering. No underwriters were involved in the transaction.

Use of Proceeds

On June 5, 2026, we closed our IPO, which consisted of 103,500,000 common shares sold by our Principal Shareholder at a public offering price of $27.00 per common share, including the exercise in full of the underwriters’ option to purchase an additional 13,500,000 common shares. The offer and sale of the shares in the IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-295751), which was declared effective by the SEC on June 3, 2026. We did not receive any of the proceeds from the sale of common shares by the Principal Shareholder in the IPO.

The representatives of the underwriters of our IPO were Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC. No payments were made by us to directors, officers or persons owning ten percent or more of our common shares or to their associates, or to our affiliates, other than payments in the ordinary course of business to officers for salaries and to non–employee directors pursuant to our director compensation policy.