Innventure, Inc.

For the period ended Jun 30, 2026. Filed Aug 13, 2026.

About 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.

Jun 30, 2026 · Filed Aug 13, 2026

INV$0.14-10.5%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Item 1. Condensed Consolidated Balance Sheets

	June 30, 2026	December 31, 2025
Assets
Cash and cash equivalents	$41,543	$60,449
Restricted cash	5,000	5,000
Accounts receivable, net	2,119	1,094
Due from related parties	16,351	11,840
Inventories, net	2,989	1,604
Prepaid expenses and other current assets	3,437	3,167
Total Current Assets	71,439	83,154
Investments	26,644	28,741
Property, plant and equipment, net	2,269	1,941
Intangible assets, net	149,729	160,537
Goodwill	323,463	323,463
Other assets	1,153	1,351
Total Assets	$574,697	$599,187
Liabilities and Stockholders' Equity
Accounts payable	$1,932	$2,551
Accrued employee benefits	4,977	11,343
Accrued expenses	1,959	7,386
Contract liabilities	534	947
Notes payable - current	7,700	12,846
Term convertible note, current	8,026	7,890
Convertible promissory note, current	4,407	4,331
Patent installment payable - current	825	700
Obligation to issue equity	73	119
Warrant liability	28,683	27,458
Income taxes payable	18	23
Other current liabilities	633	682
Total Current Liabilities	59,767	76,276
Notes payable, net of current portion	5,909	8,327
Earnout liability	4,790	3,890
Stock-based compensation liability	213	239
Patent installment payable, net of current portion	11,550	12,375
Deferred income taxes	9,264	13,848
Other liabilities	389	556
Total Liabilities	91,882	115,511
Commitments and Contingencies (Note 16)
Stockholders' Equity
Preferred stock, $0.0001 par value, 25,000,000 shares authorized;
Series B Preferred Stock, $0.0001 par value, 3,000,000 shares designated, 24,779 and 33,144 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively	—	—
Series C Preferred Stock, $0.0001 par value, 5,000,000 shares designated, 159,270 and 150,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively	—	—
Common Stock, $0.0001 par value, 250,000,000 shares authorized, 84,612,657 and 67,743,847 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively	8	7
Additional paid-in capital	632,237	577,070
Accumulated other comprehensive loss	(644)	(1,260)
Accumulated deficit	(418,911)	(371,603)
Total Innventure, Inc., Stockholders’ Equity	212,690	204,214
Non-controlling interest	270,125	279,462
Total Stockholders' Equity	482,815	483,676
Total Liabilities and Stockholders' Equity	$574,697	$599,187

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

	Three Months Ended		Six Months Ended
	June 30, 2026	June 30, 2025	June 30, 2026	June 30, 2025
Revenue	$953	$476	$2,396	$700
Operating Expenses
Cost of sales	5,073	2,861	10,326	3,045
General and administrative	14,499	18,569	27,249	38,245
Sales and marketing	3,089	2,208	5,986	4,304
Research and development	9,780	6,068	17,620	12,321
Goodwill impairment	—	113,344	—	346,557
Total Operating Expenses	32,441	143,050	61,181	404,472
Loss from Operations	(31,488)	(142,574)	(58,785)	(403,772)
Non-operating Income (Expense)
Interest expense, net	(531)	(2,647)	(1,520)	(4,185)
Net gain on investments	39	—	108	—
Change in fair value of financial liabilities	(2,188)	7,176	(2,125)	23,605
Equity method investment loss	(1,491)	(1,924)	(3,007)	(8,680)
Realized gain on conversion of available for sale investment	—	—	—	1,507
Loss on extinguishment of debt	—	(3,462)	(977)	(3,462)
Loss on extinguishment of related party debt	—	—	—	(3,538)
Miscellaneous other income (expense), net	(773)	(64)	(948)	(43)
Total Non-operating Income (Expense)	(4,944)	(921)	(8,469)	5,204
Loss before income taxes	(36,432)	(143,495)	(67,254)	(398,568)
Income tax benefit	(1,518)	(2,220)	(4,557)	(3,619)
Net Loss	(34,914)	(141,275)	(62,697)	(394,949)
Less: net loss attributable to
Non-controlling interest	(8,411)	(57,048)	(15,389)	(167,725)
Net Loss Attributable to Stockholders	(26,503)	(84,227)	(47,308)	(227,224)
Basic and diluted loss per share	$(0.32)	$(1.60)	$(0.59)	$(4.60)
Basic and diluted weighted average common shares	83,117,031	52,546,491	80,504,971	49,417,092
Other comprehensive income (loss), net of taxes:
Unrealized income (loss) on available for sale debt securities - related party	533	189	624	(691)
Total other comprehensive income (loss), net of taxes	533	189	624	(691)
Total comprehensive loss, net of taxes	(34,381)	(141,086)	(62,073)	(395,640)
Less: comprehensive loss attributable to
Non-controlling interest	(8,411)	(57,048)	(15,389)	(167,725)
Net Comprehensive Loss Attributable to Stockholders	$(25,970)	$(84,038)	$(46,684)	$(227,915)

	Stockholders’ Equity
Series B Preferred Stock · Series C Preferred Stock · Common Stock
Shares · Amount · Shares · Amount · Shares · Amount · Additional Paid-In Capital · Accumulated Deficit · Accumulated OCI · Non-Controlling Interest · Total Stockholders' Equity
December 31, 2025	33,144		$—		150,000		$—		67,743,847		$7		$577,070		$(371,603)		$(1,260)		$279,462		$483,676
Net loss	—		—		—		—		—		—		—		(20,805)		—		(6,978)		(27,783)
Series B Preferred Stock issued for paid-in-kind dividends	2,648		—		—		—		—		—		27		—		—		—		27
Issuance of common shares	—		—		—		—		11,495,572		1		37,206		—		—		—		37,207
Issuance of common shares for services	—		—		—		—		5,000		—		(11)		—		—		—		(11)
Conversion of convertible debentures	—		—		—		—		304,377		—		1,090		—		—		—		1,090
RSU settlement, net	—		—		—		—		505,141		—		(1,032)		—		—		—		(1,032)
Other comprehensive gain, net of taxes	—		—		—		—		—		—		—		—		88		—		88
Series C Preferred Stock issued for paid-in-kind dividends	—		—		9,270		—		—		—		93		—		—		—		93
Stock-based compensation	—		—		—		—		40,957		—		2,080		—		—		2,752		4,832
Accrued preferred dividends	—		—		—		—		—		—		(38)		—		—		—		(38)
Non-controlling interest and related transfers	—		—		—		—		—		—		532		—		—		(532)		—
March 31, 2026	35,792		$—		159,270		$—		80,094,894		$8		$617,017		$(392,408)		$(1,172)		$274,704		$498,149
Net loss	—		—		—		—		—		—		—		(26,503)		—		(8,411)		(34,914)
Issuance of common shares	—		—		—		—		2,097,552		—		13,854		—		—		—		13,854
RSU settlement, net	—		—		—		—		387,287		—		(244)		—		—		—		(244)
Vesting of earnout shares	—		—		—		—		1,999,854		—		—		—		—		—		—
Other comprehensive gain, net of taxes	—		—		—		—		—		—		—		—		528		—		528
Stock-based compensation	—		—		—		—		16,546		—		2,776		—		—		2,701		5,477
Accrued preferred dividends	—		—		—		—		—		—		(35)		—		—		—		(35)
Conversion to Common Stock	(11,013)		—		—		—		16,524		—		—		—		—		—		—
Non-controlling interest and related transfers	—		—		—		—		—		—		(1,131)		—		—		1,131		—
June 30, 2026	24,779	—		$—		159,270		$—		84,612,657		$8		$632,237		$(418,911)		$(644)		$270,125		$482,815

Stockholders’ Equity · Mezzanine Equity
Series B Preferred Stock · Series C Preferred Stock · Common Stock · Preferred Stock
	Shares	Amount	Shares	Amount	Shares	Amount	Additional Paid-In Capital	Accumulated Deficit	Accumulated OCI	Non-Controlling Interest	Total Stockholders' Equity	Shares	Amount
December 31, 2024	1,102,000	$—	—	$—	44,597,154	$4	$502,865	$(78,262)	$909	$340,777	$766,293	—	$—
Net loss	—	—	—	—	—	—	—	(142,997)	—	(110,677)	(253,674)	—	—
Series B Preferred Stock buyback	(5,000)	—	—	—	—	—	(50)	—	—	—	(50)	—	—
Series B Preferred Stock issued for paid-in-kind dividends	21,808	—	—	—	—	—	218	—	—	—	218	—	—
Issuance of common shares, net of issuance costs	—	—	—	—	73,993	—	931	—	—	—	931	—	—
Issuance of common shares for services	—	—	—	—	87,971	—	997	—	—	—	997	—	—
Vesting of earnout shares	—	—	—	—	2,344,682	1	873	—	—	—	874	—	—
Other comprehensive gain, net of taxes	—	—	—	—	—	—	—	—	(2,387)	—	(2,387)	—	—
Conversion of related party notes	—	—	—	—	—	—	—	—	—	—	—	2,310,848	23,108
Issuance of Series C Preferred Stock, net	—	—	—	—	—	—	—	—	—	—	—	275,000	2,663
Issuance of Series C Preferred Stock for services	—	—	—	—	—	—	—	—	—	—	—	300,000	3,000
Non-controlling interest issued and related transfers	—	—	—	—	—	—	(26,304)	—	—	33,249	6,945	—	—
Distributions to stockholders	—	—	—	—	—	—	—	(26)	—	—	(26)	—	—
Stock-based compensation	—	—	—	—	—	—	4,943	—	—	898	5,841	—	—
Accrued preferred dividends	—	—	—	—	—	—	(217)	—	—	—	(217)	—	—
Transfer of Series C Preferred Stock from Mezzanine equity to Stockholders' equity	—	—	—	—	—	—	—	—	—	—	—	—	(45)
March 31, 2025	1,118,808	$—	—	$—	47,103,800	$5	$484,256	$(221,285)	$(1,478)	$264,247	$525,745	2,885,848	$28,726

Stockholders’ Equity · Mezzanine Equity
Series B Preferred Stock · Series C Preferred Stock · Common Stock · Preferred Stock
Shares · Amount · Shares · Amount · Shares · Amount · Additional Paid-In Capital · Accumulated Deficit · Accumulated OCI · Non-Controlling Interest · Total Stockholders' Equity · Shares · Amount
Net loss	—		$—		—		$—		—		$—		$—		$(84,227)		$—		$(57,048)		$(141,275)		—		—
Issuance of common shares for services	—		—		—		—		7,500		—		92		—		—		—		92		—		—
Conversion of convertible debentures	—		—		—		—		473,825		—		2,533		—		—		—		2,533		—		—
Other comprehensive gain, net of taxes	—		—		—		—		—		—		—		—		189		—		189		—		—
Non-controlling interest issued and related transfers	—		—		—		—		—		—		1,036		—		—		(603)		433		—		—
Stock-based compensation	—		—		—		—		—		—		8,493		—		—		912		9,405		—		—
Accrued preferred dividends	—		—		—		—		—		—		198		—		—		—		198		—		12
Conversion to Common Stock	(1,085,664)		—		—		—		7,636,369		1		27,269		—		—		—		27,270		(2,735,848)		(27,270)
Transfer of Series C Preferred Stock from Mezzanine equity to Stockholders' equity	—		—		150,000		—		—		—		1,468		—		—		—		1,468		(150,000)		(1,468)
June 30, 2025	33,144	—		$—		150,000		$—		55,221,494		$6		$525,345		$(305,512)		$(1,289)		$207,508		$426,058		—		$—

Condensed Consolidated Statements of Cash Flows

	Six Months Ended June 30, 2026	Six Months Ended June 30, 2025
Cash Flows Used in Operating Activities
Net loss	$(62,697)	$(394,949)
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:
Stock-based compensation	10,309	15,247
Interest income on debt securities - related party	(180)	(195)
Change in fair value of financial liabilities	2,125	(23,605)
Non-cash interest expense on notes payable	1,119	2,560
Net gain on investments	(107)	—
Accrued unpaid interest on note payable	238	—
Equity method investment loss	3,006	8,680
Realized gain on conversion of available for sale investments	—	(1,507)
Loss on extinguishment of debt	977	3,462
Loss on extinguishment of related party debt	—	3,538
Deferred income taxes	(4,585)	(3,897)
Loss on disposal of PPE	223	—
Depreciation and amortization	11,331	11,182
Goodwill impairment	—	346,557
Other costs	1,100	165
Changes in operating assets and liabilities:
Accounts receivable	(1,025)	(618)
Prepaid expenses and other current assets	(4,779)	(3,312)
Inventory	(1,385)	(1,442)
Accounts payable	(619)	315
Accrued employee benefits	(6,365)	1,330
Accrued expenses	(6,722)	42
Stock-based compensation liability	(26)	(686)
Income taxes payable	(5)	292
Other current liabilities	(286)	(78)
Payment of patent installment	(700)	(525)
Contract liabilities	(413)	690
Net Cash Used In Operating Activities	(59,466)	(36,754)
Cash Flows Used In Investing Activities
Investment in available-for-sale debt securities - equity method investee	—	(2,708)
Acquisition of property, plant and equipment	(1,074)	(932)
Net Cash Used In Investing Activities	(1,074)	(3,640)
Cash Flows Provided By Financing Activities
Proceeds from issuance of equity, net of issuance costs	50,229	3,675
Proceeds from the issuance of equity to non-controlling interest, net of issuance costs	—	5,367
Proceeds from the issuance of related party convertible promissory notes	—	3,999
Proceeds from the issuance of term convertible notes	—	2,451
Proceeds from issuance of debt securities, net of issuance costs	—	27,000
Payment of debts	(8,595)	(1,176)
Distributions to stockholders and other	—	(76)
Net Cash Provided By Financing Activities	41,634	41,240
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash	(18,906)	846
Cash, Cash Equivalents and Restricted Cash, Beginning of period	65,449	11,119
Cash, Cash Equivalents and Restricted Cash, End of period	$46,543	$11,965

Condensed Consolidated Statements of Cash Flows

	Six Months Ended June 30, 2026	Six Months Ended June 30, 2025
Supplemental Cash Flow Information
Cash paid for interest	$1,097	$1,825
Supplemental Disclosure of Noncash Financing Information
Conversion of working capital loans to equity method investee into investments in debt securities - related party	—	4,375
Extinguishment of debt with Series C Preferred Stock	—	14,000
Contribution of Series C Preferred Stock to equity method investee	—	5,783
Conversion of AFX available-for-sale term loan into equity method investments	—	8,757
Issuance of common stock as repayment of convertible debt	1,090	2,533
Issuance of vested RSUs	1,276	—
Issuance of stock in exchange for services	11	4,095
Conversion of preferred stock into common stock	—	36,910
Transfer of Series C Preferred Stock from Mezzanine to Stockholders' equity	—	1,468
Embedded derivative in association with Convertible Debentures	—	1,774
Equity reallocation between non-controlling interest and additional paid-in capital	—	25,268

Note 1. Nature of Business

Unless the context otherwise requires, references herein to "Innventure", "we", "us", "our" and "the Company" refer to the business and operations of Innventure, Inc., and its consolidated subsidiaries.

Innventure is an industrial growth conglomerate that founds, funds, and operates companies with a focus on transformative, sustainable technology solutions that we acquire or license from technology innovators, which are typically multinational corporations (“MNCs”). As owner-operators, our goal is to take what we believe to be breakthrough technologies from evaluation to scaled commercialization utilizing an approach designed to help mitigate risk in collaboration with the MNCs (our channel partner(s)), as we build disruptive companies that we believe have the potential to achieve a target enterprise value of at least $1 billion. We define ‘‘disruptive’’ as innovations that, in our opinion, have the ability to significantly change the way businesses, industries, markets, and/or consumers operate. Innventure, Inc., is headquartered in Orlando, Florida.

Note 2. Accounting Policies

Basis of Presentation

These condensed consolidated financial statements are unaudited and should be read in conjunction with the Company's most recent annual audited consolidated financial statements and notes thereto. These condensed consolidated financial statements have been prepared in accordance with the instructions for the Securities and Exchange Commission’s (“SEC’s”) Form 10-Q and Article 8 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to rules and regulations of the SEC, although the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation of results of operations and financial position, have been included.

We use the same accounting policies in preparing quarterly and annual financial statements.

Going Concern

As of June 30, 2026, the Company had a cash balance of $41.5 million, a restricted cash balance of $5.0 million, accumulated deficit of $418.9 million and working capital of $11.7 million. The Company incurred net losses of $34.9 million and $62.7 million for the three and six months ended June 30, 2026, respectively. We have experienced recurring losses from operations and negative cash flows from operating activities. In addition, we continue to have an ongoing need to raise significant additional cash from outside sources to sustain our operations and fund our growth plans.

In connection with our assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15,“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about our ability to continue as a going concern within one year after the date of issuance of the condensed consolidated financial statements included in Item 1. of this Form 10-Q. If we are unable to obtain adequate capital from public or private equity or debt financing, or otherwise generate sufficient revenues from the Innventure Companies to support our cost structure within the normal operating cycle of a twelve (12) month period, we may have to implement cost reduction measures or adjust the timing or scope of certain operations at Innventure or certain Innventure Companies, in part or in full, to help manage liquidity. If we raise additional funds through the issuance of additional debt or equity securities, it could result in substantial dilution to our existing stockholders and increased fixed payment obligations, and these securities may have rights senior to those of our common stock, $0.0001 par value per share (“Common Stock”).

We can make no assurances that required financings will be available for the amounts needed, or on terms commercially acceptable to us, if at all. If subsequent capital raises or revenues from operations at the Innventure Companies are insufficient to bridge financial and liquidity shortfalls (or both), there would likely be a material adverse effect on our business and financial condition that would materially adversely affect our ability to continue as a going concern.

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern within one year after the date of the accompanying condensed consolidated financial statements are issued; however, the above conditions raise substantial doubt about the Company’s ability to do so. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. There can be no assurance that management will be successful in implementing its business plan or that the successful implementation of such business plan will improve our operating results.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU are effective for annual periods beginning after December 15, 2024 on a prospective basis. The Company adopted ASU 2023-09 for the year ended December 31, 2025. The Company has made the required disclosures related to this ASU within Note 13. Income Taxes.

Recently Issued But Not Yet Adopted Accounting Standards

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative(“ASU 2023-06”). This standard modifies the disclosure or presentation requirements of a variety of topics and aligns requirements with the SEC’s existing disclosure requirements. ASU 2023-06 is effective on the date each amendment is removed from Regulation S-X or Regulation S-K with early adoption prohibited. The Company will monitor the removal of various requirements from the current regulations in order to determine when to adopt the related amendments but does not anticipate the adoption of the new guidance will have a material impact on the Company’s condensed consolidated financial statements. The Company will continue to evaluate the impact of this guidance on its condensed consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses("ASU 2024-03"). In January 2025, the FASB issued Clarifying the Effective Date (“ASU 2025-01”) to add some clarity around the effective date of the guidance. ASU 2024-03 requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The new standard is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either prospectively, to financial statements issued after the effective date, or retrospectively, to all prior periods presented. The Company is currently evaluating the impact that the adoption of this accounting standard will have on its condensed consolidated financial statements.

In April 2026, the FASB issued ASU 2026-01, Equity (Topic 505): Initial Measurement of Paid-in Kind Dividends on Equity-Classified Preferred Stock, which is to provide guidance on initial measurement of paid-in-kind (“PIK”) dividends on equity classified preferred stock. The amendments do not affect an entity’s determination of when to recognize PIK dividends. The amendments in this ASU are effective for the fiscal years beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. If elected, the amendments in this ASU can be applied on a prospective basis or on a modified retrospective basis for equity-classified preferred stock instruments that are outstanding as of the initial application date. The Company is currently evaluating the impact ASU 2026-01 will have on its condensed consolidated financial statements.

Note 3. Investments

	June 30, 2026	December 31, 2025
(in thousands)
Equity-method investments	$16,489	$19,495
Investments in equity, at fair value	106	—
Investment in debt securities - AFS	10,049	9,246
Total Investments	$26,644	$28,741

Equity-method investments

ESG Fund

The Innventus ESG Fund I, L.P. (the “ESG Fund”) is an investment company that follows a specialized basis of accounting established by GAAP. The Company’s general partnership interest in the ESG Fund is substantially illiquid. While the ESG Fund’s holdings are accounted for at fair value, the equity-method investment in the ESG Fund is adjusted to reflect the fair value of the underlying investments of the ESG Fund as of June 30, 2026 and December 31, 2025. The fair value of the underlying investments in the ESG Fund is based on the Company’s assessment, which takes into account expected cash flows, earnings multiples and/or comparisons to similar market transactions, among other factors. Valuation adjustments reflecting consideration of credit quality, concentration risk, sales restrictions and other liquidity factors are integral to valuing these instruments.

AeroFlexx

The Company held a 37.0% equity method investment interest in AeroFlexx as of June 30, 2026 and December 31, 2025.

Investment in debt securities - Available for Sale (“AFS”)

On July 1, 2024, the Company entered into a loan agreement with AeroFlexx under which the Company will lend up to $10.0 million to AeroFlexx.

The term loans and any unpaid accrued interest are required to be repaid by the maturity date, which is the earlier of (i) December 31, 2026 or (ii) the date of the sale, transfer or other disposition of all AeroFlexx’s assets or AeroFlexx's stock. After any full or partial repayment of the term loans, AeroFlexx may borrow additional funds up to the $10.0 million limit until the maturity date. The loans bear interest at the applicable federal rate published by the Internal Revenue Service, which is adjusted on a quarterly basis.

The Company has an option to convert the outstanding principal amount of the term loans and any unpaid accrued interest into shares or units in connection with the next issuance of equity securities by AeroFlexx, at a price equal to 100% of the price per share or unit and on the same terms and conditions as applicable to such issuance.

The outstanding principal and unpaid accrued interest with an amount equal to the equity deficit of $7.3 million was automatically converted into Class D Units of AeroFlexx (“Class D Units”) at the price of $6.83 per unit in accordance with the loan agreement. Upon conversion, a realized gain of $1.5 million was recognized for the year ended December 31, 2025 and is included in non-operating income in the condensed consolidated statements of operations and comprehensive income (loss).

The total principal balance drawn as of June 30, 2026 was $10.0 million. During the year ended December 31, 2025, $4.4 million was reclassified from Due from related parties under the term loan and $2.7 million was drawn down by AeroFlexx under the term loan.

The Company accounted for the loans as an investment in debt securities and classified them as available for sale (“AFS”) debt securities. Based on the AFS classification, the Company records this investment at fair value at each reporting date and as such recorded the changes in fair value of these loans (including the adjustment to fair value at inception date) in Other comprehensive income ("OCI").

As the contractual maturity of the loan is December 31, 2026, it is included in the line item Investments of the condensed consolidated balance sheets. The increase of $0.5 million and $0.6 million in fair value of this investment in debt securities for the three and six months ended June 30, 2026, respectively, is included as Unrealized income (loss) on available for sale debt securities - related party in the condensed consolidated statements of operations and comprehensive income (loss). The Company recognized an increase of $0.2 million and decrease of $0.7 million in fair value of the investment in debt securities for the three and six months ended June 30, 2025, respectively.

Additionally, the Company’s carrying amount and maximum exposure relating to additional AeroFlexx advances and other receivables were $16.3 million and $10.8 million as of June 30, 2026 and December 31, 2025, respectively, included in Due from related parties on the condensed consolidated balance sheets.

Note 4. Fair Value

The following tables present the Company’s fair value hierarchy for assets and liabilities measured at fair value on a recurring basis (in thousands):

June 30, 2026	Quoted Pricesin ActiveMarkets forIdentical Assets(Level 1)	Significant OtherObservable Inputs(Level 2)	SignificantUnobservableInputs(Level 3)	Total
Assets: · (in thousands)
Exchange-traded investments at fair value	$106	$—	$—	$106
Investment in debt security - AFS	$—	$—	$10,049	$10,049
Liabilities:
Earnout liability	$—	$—	$4,790	$4,790
2024 WTI Warrant liability	$—	$—	$15,510	$15,510
2025 WTI Warrant liability	$—	$—	$3,240	$3,240
Private placement warrant liability	$—	$9,933	$—	$9,933

December 31, 2025	Quoted Prices in Active Markets for Identical Assets(Level 1)	Significant Other Observable Inputs(Level 2)	Significant Unobservable Inputs (Level 3)	Total
Assets: · (in thousands)
Investment in debt security - AFS	$—	$—	$9,246	$9,246
Liabilities:
Earnout liability	$—	$—	$3,890	$3,890
2024 WTI Warrant liability	$—	$—	$13,080	$13,080
2025 WTI Warrant liability	$—	$—	$3,230	$3,230
Private placement warrant liability	$—	$11,148	$—	$11,148

Gains and losses for such assets and liabilities categorized within the Level 3 table set forth may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

Changes in the estimated fair value of Level 3 financial assets and liabilities that are measured on a recurring basis are as follows (in thousands):

	Investment in debt securities - AFS	Earnout liability	2024 WTI Warrant liability	2025 WTI Warrant liability	Embedded derivative liability (asset) - Convertible Debentures
(in thousands)
Balance as of January 1, 2025	$11,187	$14,752	$17,230	$—	$—
Additions	7,278	—	—	3,090	1,774
Settlement	(8,757)	(873)	—	—	—
Change in fair value	(691)	(9,509)	(4,780)	310	22
Balance as of June 30, 2025	$9,017	$4,370	$12,450	$3,400	$1,796
Balance as of January 1, 2026	$9,246	$3,890	$13,080	$3,230	$—
Additions	179	—	—	—	—
Change in fair value	624	900	2,430	10	—
Balance as of June 30, 2026	$10,049	$4,790	$15,510	$3,240	$—

There were no transfers in or out of levels during the three and six months ended June 30, 2026 and 2025.

The following table summarizes the significant unobservable inputs (Level 3):

Principal ValuationTechniques	UnobservableInputs	June 30, 2026	December 31, 2025
Investment in debt securities - AFS:
Discounted Cash Flows	AeroFlexx yield	16.33%	17.01%
Earnout Shares:
Geometric Brownian Motion	Term	5.3 years	5.8 years
	Stock price	$5.07	$4.18
	Volatility	60.00%	60.00%
	Risk-free rate	4.16%	3.77%
	Revenue risk premium	26.20%	27.80%
	Revenue volatility	137.80%	157.30%
2024 WTI Warrants:
Geometric Brownian Motion	Stock price	$5.07	$4.18
	Stock price volatility	60.00%	60.00%
	Credit spread	26.50%	26.00%
2025 WTI Warrants:
Geometric Brownian Motion	Stock price	$5.07	$4.18
	Stock price volatility	60.00%	60.00%
	Credit spread	26.50%	26.00%

Outstanding principal and accrued interest of $7.3 million for the investment in debt securities - AFS was automatically converted into Class D Units in accordance with the loan agreement. Prior to the conversion, the fair value was estimated using a Black-Scholes model. Post conversion, the fair value is estimated using a discounted cash flow model by discounting the contractual debt cash flows at a rate incorporating the credit risk of AeroFlexx.

The initial fair value of the 2025 WTI Warrants (as defined and further described below) was determined using a Monte Carlo valuation model in which the future stock price is simulated assuming a Geometric Brownian Motion in a risk-neutral framework. The model utilizes significant assumptions including stock price, stock price volatility and credit spread. Specifically, the initial valuation as of the April 14, 2025 issuance date considered a stock price of $3.65, stock price volatility of 57.00%, and credit spread of 27.70%.

For further information on the Earnout Shares (as defined below), 2024 WTI Warrants (as defined below), and 2025 WTI Warrants, refer to Note 9. Earnout Shares and Note 10. Warrants.

As further discussed and defined in Note 5. Borrowings, the Company issued Convertible Debentures (as defined below) which contain certain features which qualify as embedded derivatives requiring bifurcation. The fair value of the embedded derivative is determined utilizing a “with and without” method, in which the fair value is calculated as the difference in the fair value of the entire hybrid instrument and the fair value of the instrument excluding the bifurcated derivative features. The initial fair value of the embedded derivative was determined using a discounted cash flow model as of April 14, 2025 and May 15, 2025 which is reflective of the dates of the Convertible Debenture issuances. The model uses a significant assumption of a debt yield of 44.5% for the April 14, 2025 issuance and 42.6% for the May 15, 2025 issuance.

Note 5. Borrowings

	Maturities	June 30, 2026	Interest Rates	December 31, 2025	Interest Rates
(in thousands)
Series 1 Promissory Notes	2026	$—	0.0%	$122	15.00%
Related party convertible notes	2026	4,407	4.00% - 15%	4,331
Convertible debentures	2026	—	0.0% - 5%	5,572
Term convertible notes	2026	8,026	4.00%	7,890
WTI Facility	2028	16,521	13.50%	19,441	13.50%
Total Notes Payable		28,954		37,356
Less: unamortized debt discount		(2,912)		(3,962)
Less: current portion of related party convertible notes		(4,407)		(4,331)
Less: current portion of notes payable		(7,700)		(12,846)
Less: current portion of convertible notes		(8,026)		(7,890)
Total Long-term Notes		$5,909		$8,327

The Company's debt is carried on a historical cost basis net of unamortized discounts and premiums. Costs associated with acquiring debt are presented in the condensed consolidated balance sheets as a direct deduction from the carrying amount of the debt as a debt discount. Discounts on debt are amortized over the contractual life of the related debt instrument using the effective interest method (unless otherwise specified below) and are included in Interest expense, net in the condensed consolidated statements of operations and comprehensive income (loss).

The Company’s notes payable, excluding debt issuance costs, mature as follows (in thousands):

Amount
2026 (remaining six months)	$16,149
2027	8,244
2028	4,561
Total Debt	$28,954

Series 1 Promissory Notes

In 2018, the Company authorized the issuance and sale of unsecured promissory notes to investors up to $35.0 million (the “Series 1 Promissory Notes”). From 2018 to 2021, the Company issued promissory notes with a total principal amount of $4.9 million. The notes require monthly interest payments, have an original maturity period of 36-48 months, and bear interest at 9%-12% per annum. The notes containtwo term extension options, at the Company’s election, which can extend the notes’ maturity period to 60 months in total. If the Company elects its first term extension option, the note will bear interest at 12% for months 36 through 48. If the Company elects its second term extension option, the notes will bear interest at 15% for months 48 through 60.

Extensions on Series 1 Promissory Notes were as follows (in thousands):

	June 30, 2026	December 31, 2025
Principal amount of 2nd extension promissory notes	$—	$122

Interest expense on Series 1 Promissory Notes was as follows (in thousands):

	Three Months ended		Six Months Ended
	June 30, 2026	June 30, 2025	June 30, 2026	June 30, 2025
Interest attributable to contractual interest	$—	$16	$1	$48

In January 2026, the Company repaid the outstanding balance of the Series 1 Promissory Notes.

WTI Facility

On October 22, 2024, the Company entered into a term loan with WTI Fund X, Inc. and WTI Fund XI, Inc. (collectively, “WTI Lenders”). The terms of the loan provide for a term loan facility in the aggregate principal amount of up to $50.0 million (the "WTI Facility"). The total aggregate principal was available inthree separate tranches subject to the Company meeting certain conditions. The Company received $20.0 million (the “First Tranche”) on November 15, 2024. The First Tranche, principal and interest, shall be repaid over a period of 30 months in equal, monthly installments, commencing after an initial 12-month period of interest-only monthly payments, resulting in a total term of 42 months. The funds under each of the second tranche and the third tranche are no longer available to the Company.

Borrowings under the WTI Facility will accrue interest at a rate per annum equal to the greater of (i) the “prime rate” of interest, as published by The Wall Street Journal on the date that the WTI Lenders prepare the promissory notes for the borrowings under such tranche, plus 5% and (ii)13.50% and will amortize, after an interest-only period of 12 months in the case of the First Tranche in equal monthly installments over a period of 30 months. Obligations are secured by a lien on the majority of the assets of Innventure LLC and Innventure, Inc.

On March 21, 2025, in connection with the issuance of the first tranche of Convertible Debentures (as further described below) to Yorkville, the Company and Innventure LLC entered into a consent (the “Consent”) with WTI Fund X, LLC and WTI Fund XI, LLC (the “WTI Holders”) and the WTI Lenders, modifying the WTI Facility. Specifically, under the Consent, the Company and the WTI Lenders and WTI Holders agreed (i) that from and after the date that the Company receives the initial proceeds from the Convertible Debentures and until such time as such obligations have been paid in full, the Company must maintain at least $5.0 million of cash on deposit; (ii) that effective on the date that the Company receives the initial proceeds from the Convertible Debentures, the 2025 WTI Warrants will become issuable to the WTI Holders; and (iii) to certain additional consent provisions. Such provisions from the Consent became effective on April 14, 2025 when the Company received proceeds from the Convertible Debentures. The modification of the WTI Facility was accounted for as an extinguishment of debt though the WTI Facility remains outstanding, resulting in a loss on extinguishment of $3.5 million recorded on the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2025. The legal requirement to maintain at least $5.0 million of cash on deposit is presented as Restricted cash on the condensed consolidated balance sheets.

In connection with the WTI Facility, the Company issued the 2024 WTI Warrants and the 2025 WTI Warrants (collectively with the 2024 WTI Warrants, the “WTI Warrants”) to the WTI Holders (as further defined and described in Note 10. Warrants). The Company accounted for each of the WTI Warrants as detachable warrants at their fair value. The fair value of the WTI Warrants was recorded as a liability and as a discount to the WTI Facility on the condensed consolidated balance sheets. The WTI Warrants are classified as a liability in accordance with ASC 480, as they represent an instrument that is not an outstanding share and may require the issuer to settle the obligation by transferring assets, specifically cash. The Company is amortizing the discount over the term of the WTI Facility using the straight-line method.

Interest expense on this facility was as follows (in thousands):

	Three Months ended		Six Months Ended
	June 30, 2026	June 30, 2025	June 30, 2026	June 30, 2025
Interest attributable to contractual interest	$398	$683	$1,035	$1,358
Interest attributable to amortization of issuance costs and discounts	412	348	1,050	856
Total interest expense	$810	$1,031	$2,085	$2,214

Convertible Debentures

On March 25, 2025, the Company entered into a securities purchase agreement (“Existing Purchase Agreement”) with Yorkville related to the issuance and sale of convertible debentures (“Existing Convertible Debentures” collectively with the New Convertible Debentures defined below, the “Convertible Debentures”) with an aggregate principal amount of up to $30.0 million. The Existing Convertible Debentures are convertible into shares of Common Stock and contain certain features that represent embedded derivatives, which are bifurcated and included within Prepaid expenses and other current assets on the condensed consolidated balance sheets. The Company issued the aggregate principal amount of the Existing Convertible Debentures intwo tranches tied to separate reporting and filing requirements.

On April 14, 2025, the Company issued the first tranche of the Existing Convertible Debentures with a principal amount of $20.0 million, resulting in cash proceeds to the Company of $18.0 million, representing an original issue discount of 10%. The first tranche was scheduled to be repaid intwelve monthly payments with a 5% payment premium due to the lender with each payment. Also on April 14, 2025, the Company issuedtwo warrants (the “2025 WTI Warrants”) to purchase, at a price of $0.01 per share (subject to certain limitations and adjustment), up to an aggregate total of 495,074 shares of Common Stock, as of the date of issuance and June 30, 2026 (subject to future adjustments to the number and type of shares pursuant to the 2025 WTI Warrants), to the WTI Holders. Each of the 2025 WTI Warrants is exercisable through March 31, 2035. For further information on the 2025 WTI Warrants, refer to Note 10. Warrants.

On May 15, 2025, the Company issued the second tranche of the Existing Convertible Debentures with a principal amount of $10.0 million, resulting in cash proceeds to the Company of $9.0 million, representing an original issue discount of 10%. The second tranche was scheduled to be repaid ineleven monthly payments with a 5% payment premium due to the lender with each payment. There is no contractual interest associated with amounts outstanding for the Existing Convertible Debentures for the three and six months ended June 30, 2026 and 2025.

On September 15, 2025, the Company entered into an additional amendment to the Existing Purchase Agreement for the Existing Convertible Debentures (the “September 2025 Amendment”). Pursuant to the September 2025 Amendment, the Company and Yorkville agreed to amend the definition of conversion price so that the fixed price of $10.00 was reduced to $7.00 and a floor price of $1.59 was implemented. Additionally, the monthly payments applicable to the Existing Convertible Debentures were removed and replaced with repayment due upon maturity in connection with the early repayment of the approximately $2.0 million. The payment premium on this payment was waived. However, payments and related payment premiums resume should the Innventure stock price fall below the floor price, the Company issues in excess of 99% of Common Shares under the exchange cap or Yorkville is unable to utilize a registration statement to resell Common Shares.

On September 15, 2025, the Company entered into a securities purchase agreement with Yorkville for up to $15.0 million in convertible debentures (“New Convertible Debentures”), issuable intwo tranches. The first tranche of $10.0 million was issued with a 10% original issue discount, yielding $9.0 million in net proceeds, and bears 5% annual interest, with repayment due September 15, 2026. The debentures are convertible into Common Stock and contain certain features that represent embedded derivatives which are bifurcated and included within Prepaid expenses and other current assets on the condensed consolidated balance sheets.

On November 12, 2025, the Company issued the second tranche of the New Convertible Debentures for $5.0 million. The debentures were issued with a 10% original issue discount, yielding $4.5 million in net proceeds, bear 5% annual interest, and mature on September 15, 2026.

The September 2025 Amendment and first tranche of the New Convertible Debentures were accounted for collectively as a troubled debt restructuring. The Company determined that a concession was provided based on a decrease in the effective interest rate when compared to the original terms of the Existing Convertible Debentures. Under the troubled debt restructuring a loss on extinguishment of debt of $12.6 million was recorded on the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2025.

On January 27, 2026, the Company issued 304,377 shares of Common Stock due to the exercise of conversion option by Yorkville for a principal amount of $1.1 million of the Convertible Debentures. Additionally, the Company made a cash payment of $5.5 million inclusive of principal, interest and fees, satisfying the Convertible Debentures in full. The repayment of the Convertible Debentures resulted in an aggregate of $1.0 million loss on extinguishment of debt during the six months ended June 30, 2026. There wasno loss on extinguishment of debt during the three months ended June 30, 2026.

Interest expense on the Convertible Debentures was as follows (in thousands):

	Three Months ended		Six Months Ended
	June 30, 2026	June 30, 2025	June 30, 2026	June 30, 2025
Interest attributable to contractual interest	—	—	$94	$—
Interest attributable to amortization of issuance costs	—	1,701	—	1,701
Total interest expense	$—	$1,701	$94	$1,701

Term Convertible Notes

At various dates in June and July of 2025, Accelsius entered into unsecured convertible notes with various other parties (the “Term Convertible Notes”) for a total principal amount of $7.8 million. The Term Convertible Notes have a stated maturity date of December 31, 2026 and bear interest at the annual applicable federal rate published by the Internal Revenue Service.

As of January 2, 2026, the Term Convertible Notes, which are subordinated to the WTI Facility, are convertible at the option of the lenders, for all amounts due under the notes at the time of conversion, into Accelsius’ Series A Units at a price per unit equal to $12.175. For as long as any portion of the WTI Facility remains outstanding, the lenders will not demand payment related to the Term Convertible Notes, unless they convert the debt into equity.

The interest expense on the Term Convertible Notes was $0.1 million and $0.2 million for the three and six months ended June 30, 2026, respectively. Interest expense on the Term Convertible Notes was immaterial for the three and six months ended June 30, 2025.

Related Party Convertible Notes

In June of 2025, Accelsius entered into unsecured convertible notes (“Related Party Convertible Notes”) with certain investors deemed to be Related Parties (as defined in the Company’s Related Party Transactions Policy) for a total principal amount of $4.2 million. The Related Party Convertible Notes have a stated maturity date of December 31, 2026 and bear interest at the annual applicable federal rate published by the Internal Revenue Service.

The Related Party Convertible Notes, which are subordinated to the WTI Facility, are convertible at the option of the lenders, starting January 2, 2026, for all amounts due under the notes at the time of conversion, into Accelsius’ Series A Units at a price per unit equal to $12.175. For as long as any portion of the WTI Facility remains outstanding, the Related Party Convertible Notes lenders will not demand payment related to the Related Party Convertible Notes, unless they convert the debt into equity.

The interest expense on Related Party Convertible Notes, including the amortization of the loan fee, was immaterial and $0.1 million for the three and six months ended June 30, 2026, respectively. Interest expense on Related Party Convertible Notes was immaterial for the three and six months ended June 30, 2025.

Note 6. Inventories, net

	June 30, 2026	December 31, 2025
(in thousands)
Raw materials	$3,567	$4,274
Work in process	233	148
Finished goods	3,256	3,133
Inventory gross	$7,056	$7,555
Reserve for inventory excess and obsolescence	(4,067)	(5,951)
Total inventories	$2,989	$1,604

Note 7. Property, Plant and Equipment

	June 30, 2026	December 31, 2025
Leasehold improvements	$981	$960
Machinery & equipment	1,651	1,922
Computers & office equipment	28	28
Construction in progress	1,053	—
Property, plant and equipment, gross	3,713	2,910
Less: Accumulated depreciation	(1,444)	(969)
Property, plant and equipment, net	$2,269	$1,941

Depreciation expense was $0.3 million and $0.5 million for the three and six months ended June 30, 2026, respectively. Depreciation expense was $0.2 million and $0.4 million for the three and six months ended June 30, 2025, respectively.

Note 8. Goodwill and Intangible Assets

Goodwill

The Company’s Goodwill balance was $323.5 million as of June 30, 2026 and December 31, 2025. In addition to annual impairment testing of goodwill, which is performed in the fourth quarter of each fiscal year, the Company continuously monitors for events and circumstances that could negatively impact the key assumptions used in determining fair value and therefore would require interim impairment testing, including long-term revenue growth projections, profitability, discount rates, volatility in the Company's market capitalization and general industry, market and macroeconomic conditions. Due to sustained decreases in the Company’s publicly quoted share price and market capitalization, which were, at least in part, sensitive to the general downward volatility experienced in the stock market during the prior year, the Company performed interim tests as of March 31, 2025 and June 30, 2025. As a result of the interim testing the Company recorded $113.3 million and $346.6 million in non-deductible, non-cash goodwill impairment charges, within the condensed consolidated statements of operations and comprehensive income (loss) during the three and six months ended June 30, 2025, respectively. There wereno goodwill impairment charges for the three and six months ended June 30, 2026. As of June 30, 2026 and December 31, 2025, the Company recognized accumulated impairment losses on goodwill of $346.6 million.

The Company’s June 30, 2025 goodwill impairment testing was performed using the income approach via a discounted cash flow model. The income approach estimates fair value by converting future cash flows to a current amount on the measurement date after taking into consideration marketplace conditions. Assumptions including discount rate and estimated future cash flows had a significant impact to the estimated fair value of the reporting unit. These fair values are Level 3 assets in the fair value hierarchy.

In the event there are further adverse changes in the Company’s projected cash flows or further changes in key assumptions, including but not limited to an increase in the discount rate and further decline in the Company’s stock price, the Company may be required to record additional non-cash impairment charges to goodwill. Such non-cash charges could have a material adverse effect on the Company’s condensed consolidated statements of operations and comprehensive income (loss) and condensed consolidated balance sheets in the reporting period of the charge.

Other intangible assets, net

June 30, 2026 · December 31, 2025
Intangible Asset	Weighted-Average Amortization Period Remaining (Years)	Gross Carrying Amount	Accumulated Amortization	Net Carrying Amount	Gross Carrying Amount	Accumulated Amortization	Net Carrying Amount
(in thousands)
Trade names	14.3	$17,800	$(1,946)	$15,854	$17,800	$(1,390)	$16,410
Customer relationships	1.3	4,600	(2,682)	1,918	4,600	(1,915)	2,685
Developed technology	7.5	165,100	(33,158)	131,942	165,100	(23,678)	141,422
Other finite-lived intangible assets	1.4	30	(15)	15	30	(10)	20
Total intangible assets		$187,530	$(37,801)	$149,729	$187,530	$(26,993)	$160,537

Amortization expense of $5.4 million and $10.8 million was recognized for the three and six months ended June 30, 2026 and 2025, respectively, and is recorded within Cost of sales, General and administrative and Research and development on the condensed consolidated statements of operations and comprehensive income (loss).

Estimated future amortization expense is as follows (in thousands):

Amortization Expense
(in thousands)
2026 (remaining six months)	$10,808
2027	21,234
2028	20,073
2029	18,853
2030	15,173
Thereafter	63,588
Total	$149,729

Note 9. Earnout Shares

As further discussed in our Form 10-K,5,000,000 “Company Earnout Shares” were contingently issuable and 344,828 “Sponsor Earnout Shares” were issued subject to clawback provisions. The Company Earnout Shares and the Sponsor Earnout Shares are collectively referred to as the “Earnout Shares” and are subject to certain vesting provisions.

On January 7, 2025, a total of 344,828 Sponsor Earnout Shares fully vested and were no longer subject to contingencies as the Company’s public stock price had surpassed $11.50 fortwenty consecutive days, thereby fulfilling the vesting provision for the Sponsor Earnout Shares. These vesting conditions were not effective on the Company Earnout Shares until 6 months following the Business Combination (as defined and further described in our Form 10-K).

On January 8, 2025, the Company’s Board of Directors formally recognized the creation of the Refinity subsidiary, thereby meeting the milestone two conditions for the Company Earnout Shares. As such,2,000,000 shares of Common Stock were issued on February 4, 2025 as a result of the satisfaction of the milestone.

On April 2, 2026, the Company’s Board of Directors formally recognized Accelsius entering into a binding contract providing for revenue to the Company and certain affiliates in excess of $15.0 million, thereby meeting the milestone one condition for the Company Earnout Shares. Accordingly,1,999,854 shares of Common Stock were issued on April 17, 2026 as a result of the satisfaction of the milestone.

The Earnout Shares related to milestone three are liability classified and were fair valued at $4.8 million and $3.9 million as of June 30, 2026 and December 31, 2025, respectively. The Company recognized losses of $1.3 million and $0.9 million in Change in fair value of financial liabilities on the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2026, respectively. The Change in fair value of financial liabilities for the three and six months ended June 30, 2025 were gains of $3.1 million and $9.5 million, respectively.

Note 10. Warrants

	Number of Public Warrants	Number of Private Warrants	Number of 2024 WTI Warrants	Number of 2025 WTI Warrants	Number of Series A Warrants
Outstanding, December 31, 2025	11,240,688	7,146,000	2	2	1,625,235
Exercised	—	—	—	—	—
Issued	—	—	—	—	—
Outstanding, June 30, 2026	11,240,688	7,146,000	2	2	1,625,235

Public Warrants

The Company’s equity-classified public warrants expire on October 2, 2029 or earlier upon redemption or liquidation and are exercisable for $11.50 per share.

Private Placement Warrants

The Company’s liability-classified private placement warrants are measured at fair value based on the price of the public warrants (Level 2 fair value measurement). The private placement warrants will expire on October 2, 2029 or earlier upon redemption or liquidation and are exercisable for $11.50 per share. The fair value of the private placement warrants was $9.9 million and $11.1 million as of June 30, 2026 and December 31, 2025, respectively, and is included in the warrant liability in the condensed consolidated balance sheets. The Company recognized gains of $1.7 million and $1.2 million for the three and six months ended June 30, 2026, respectively, in Change in fair value of financial liabilities on the condensed consolidated statements of operations and comprehensive income (loss). The change in fair value of the private placement warrants for the three and six months ended June 30, 2025, resulted in gains of $3.5 million and $9.6 million, respectively.

WTI Warrants

On October 22, 2024, in connection with the WTI Facility, the Company issued warrants (the "2024 WTI Warrants") to the WTI Holders. The 2024 WTI Warrants are considered freestanding financial instruments. The fair value of the 2024 WTI Warrants was $15.5 million and $13.1 million as of June 30, 2026 and December 31, 2025, respectively, and is recorded as a warrant liability on the condensed consolidated balance sheets. The Company recognized losses of $2.5 million and $2.4 million for the three and six months ended June 30, 2026, respectively, in Change in fair value of financial liabilities on the condensed consolidated statements of operations and comprehensive income (loss). The change in fair value of the 2024 WTI warrants for the three and six months ended June 30, 2025, resulted in gains of $0.9 million and $4.8 million, respectively. The 2024 WTI Warrants expire on March 31, 2035. See Note 4. Fair Value for details on the valuation.

Each of the 2024 WTI Warrants is exercisable into one share of Common Stock. The number of shares of Common Stock deliverable under the 2024 WTI Warrants is not fixed; it is determined by dividing an aggregate coverage amount of $10.0 million by an exercise price that functions as a divisor rather than as the cash price payable per share. As further discussed in our annual financial statements, that exercise price was initially $10.00 per share; however, if the volume-weighted average price (“VWAP”) of the Common Stock over thefive trading days preceding April 3, 2026, was less than $10.00 per share, then the exercise price would be reduced to such lower VWAP. As of April 3, 2026, the date which is the 18 months after the Company’s Common Stock began trading, the VWAP was $4.01. As such, the exercise price of the 2024 WTI Warrants was reduced from $10.00 to $4.01, and the aggregate number of shares of Common Stock deliverable upon exercise of the 2024 WTI Warrants increased from 1,000,000 to 2,493,765.

On April 14, 2025, the Company issued the 2025 WTI Warrants to purchase up to $3 million of shares of Common Stock, as of the date of issuance and June 30, 2026 (subject to future adjustments to the number and type of shares pursuant to the 2025 WTI Warrants), to the WTI Holders. Each of the 2025 WTI Warrants is exercisable through March 31, 2035, with additional customary rights and protections. The 2025 WTI Warrants were issued to the WTI Holders in conjunction with the first issuance of the Convertible Debentures. The 2025 WTI Warrants serve as consideration for certain provisions under the Consent. The exercise price is initially equal to the VWAP over the 30 trading days ending on the trading day immediately preceding April 14, 2025; however, as of October 14, 2026, if the VWAP over thefive trading days preceding October 14, 2026 is lower, the exercise price will be reduced to that lower VWAP. The fair value of the 2025 WTI Warrants was $3.2 million as of June 30, 2026 and December 31, 2025, and is recorded as a warrant liability on the condensed consolidated balance sheets. The Company recognized losses of $0.1 million and an immaterial amount for the three and six months ended June 30, 2026, respectively, in the change in fair value of financial liabilities on the condensed consolidated statements of operations and comprehensive income (loss). The change in fair value of the 2025 WTI warrants for the three and six months ended June 30, 2025 resulted in a loss of $0.3 million. The 2025 WTI Warrants expire on March 31, 2035. See Note 4. Fair Value for details on the valuation.

Series A Warrants

On October 3, 2025, the Company issued in a private placement Series A Warrants to purchase an aggregate of 1,625,235 shares of Common Stock. The Series A Warrants have an exercise price of $8.00 per share, became exercisable on April 6, 2026, and will expire on October 3, 2030. The Series A Warrants are equity-classified and recorded as a component of additional paid-in capital.

Note 11. Stockholders' Equity

Series B Preferred Stock

As of June 30, 2026,3,000,000 shares of the authorized preferred stock are designated as Series B preferred stock, $0.0001 par value per share (“Series B Preferred Stock”).

Series B Preferred Stock is entitled to an 8% annual rate dividend. On January 16, 2026, the Company distributed 2,648 shares of Series B Preferred Stock to represent cumulative dividends for Series B Preferred Stock, covering the year ended December 31, 2025, as a payment in kind at the specified rate. During the six months ended June 30, 2026, the holders of Series B Preferred Stock converted 11,013 shares of Series B Preferred Stock to 16,524 shares of Common Stock.

The Company had a total of 24,779 shares of Series B Preferred Stock issued and outstanding as of June 30, 2026. As of June 30, 2026, the Company accrued an immaterial amount for the 8% dividend in accrued expenses on the condensed consolidated balance sheets.

Series C Preferred Stock

As of June 30, 2026,5,000,000 shares of the authorized preferred stock are designated as Series C preferred stock, $0.0001 par value per share (the “Series C Preferred Stock”).

Series C Preferred Stock is entitled to an 8% annual rate dividend. On January 16, 2026, the Company distributed 9,270 shares of Series C Preferred Stock to represent cumulative dividends for Series C Preferred Stock, covering the year ended December 31, 2025, as payment in kind at the specified rate. During the six months ended June 30, 2026, the holders of Series C Preferred Stock madeno conversions of Series C Preferred Stock.

The Series C Preferred Stock is subject to similar terms and conditions as the Series B Preferred Stock. The Company had a total of 159,270 shares of Series C Preferred Stock issued and outstanding as of June 30, 2026. As of June 30, 2026, the Company accrued $0.1 million for the 8% dividend in accrued expenses on the condensed consolidated balance sheets.

On March 20, 2025, in connection with the issuance of Series C Preferred Stock, the Company extinguished the outstanding amount of related party notes totaling $14.0 million. The Company recognized a loss of $3.5 million in Loss on extinguishment of related party debt on the condensed consolidated statements of operations and comprehensive income (loss) for the six months ended June 30, 2025.

Standby Equity Purchase Agreement (“SEPA”)

In October 2023, we entered into the SEPA with Yorkville. Pursuant to the SEPA, the Company shall have the right, but not the obligation, to sell to Yorkville up to $75.0 million of Common Stock at the Company’s request any time during the commitment period commencing on October 2, 2024, and continuing for a term of 3 years. The SEPA will automatically terminate on the earlier to occur of (i) November 01, 2027 and (ii) the date on which Yorkville shall have made payment of advances pursuant to the SEPA for Common Stock equal to the commitment amount of $75.0 million. The Company’s ability to access the SEPA is subject to certain conditions and limitations described therein.

During the six months ended June 30, 2026 and 2025, the Company sold 2,164,552 and 73,993 shares of Common Stock under the SEPA, respectively, raising $13.3 million and $0.9 million in cash proceeds, respectively, which is classified within Issuance of common shares, net of issuance costs in the condensed consolidated statements of changes in mezzanine and stockholders' equity. As of June 30, 2026, the maximum remaining availability under the SEPA is approximately $53.9 million.

Registered Issuances

On January 12, 2026, the Company entered into securities purchase agreements with four institutional investors for the purchase and sale of 11,428,572 shares of Common Stock for gross proceeds of approximately $40.0 million, before deducting placement agent fees and offering expenses.

Note 12. Stock-based Compensation

2024 Equity and Incentive Compensation Plan

Restricted Stock Units

During the six months ended June 30, 2026, the Company granted 2,189,295 restricted stock units (“RSUs”) to Company employees, directors and contractors as part of the 2024 Equity and Incentive Compensation Plan. The RSUs had a grant date fair value of $11.6 million based on a weighted average fair value per unit of $5.30. The fair value of RSUs is determined based on the closing market price of the Company’s Common Stock at the date of the grant.

The Company recognized compensation costs related to RSUs of $2.2 million and $3.8 million for the three and six months ended June 30, 2026, respectively, and $7.0 million and $10.9 million for the three and six months ended June 30, 2025, respectively, in the condensed consolidated statements of operations and comprehensive income (loss). As of June 30, 2026, the Company had $12.6 million in stock-based compensation expense related to RSUs remaining to be recognized over approximately 1.9 years.

Stock Options

On April 2, 2026, the Company issued 614,865 stock options to Company employees. The stock options were granted with an exercise price of $6.00. Using the Black-Scholes option pricing model, the estimated grant date fair value of the stock options was $2.36 per option based on an expected volatility of 60%, an expected option term of approximately 5.5 years and risk-free rate of return of 3.93%. The stock options have a maximum contractual life of 10 years from the grant date.

The Company recognized compensation costs related to stock options of $0.5 million and $0.9 million for the three and six months ended June 30, 2026 and $1.5 million and $2.5 million for the three and six months ended June 30, 2025, respectively, in the condensed consolidated statements of operations and comprehensive income (loss). As of June 30, 2026, the Company had $2.7 million in compensation expense related to stock options remaining to be recognized over approximately 1.9 years.

Stock Appreciation Rights

In 2024, the Company issued 30,000 cash-settled stock appreciation rights (“SARs”) which were recognized at their fair value as of the date of the grant. These SARs entitle participants to cash equal to the value of the appreciation in Accelsius’ stock price over the base price established of $12.175. These cash-settled SARs are liability classified and are revalued at each reporting period. The SARs were valued as of June 30, 2026 using the Black-Scholes option-pricing model based on an expected volatility of 70%, an expected term of approximately 1.0 year, and risk-free rate of return of 3%. The Company recognized an immaterial decrease in compensation expense for the three and six months ended June 30, 2026 in relation to the change in fair value of the cash-settled SARs. For the three and six months ended June 30, 2025, the Company recognized decreases in compensation expense of $0.2 million and $0.7 million, respectively, in relation to the change in fair value of the cash-settled SARs.

Subsidiary Equity Plan

On May 8, 2026, the Company granted 252,580 Class C units under the Accelsius Subsidiary Equity Plan, with a grant date fair value of $9.00 per share. The Company recognized unit-based compensation costs of $3.0 million and $5.7 million for the three and six months ended June 30, 2026, respectively, and $0.9 million and $1.8 million for the three and six months ended June 30, 2025, respectively, in the condensed consolidated statements of operations and comprehensive income (loss). As of June 30, 2026, the Company had $16.3 million in unit-based compensation expense remaining to be recognized over approximately 1.6 years.

Note 13. Income Taxes

The Company recognized income tax benefits of $1.5 million and $4.6 million, during the three and six months ended June 30, 2026, respectively. During the three and six months ended June 30, 2025, the Company recognized an income tax benefit of $2.2 million and $3.6 million respectively.

For interim tax reporting, the Company estimated one single effective tax rate for tax jurisdictions not subject to a valuation allowance, which is applied to the year-to-date pre-tax book loss. Tax effects of significant unusual or infrequently occurring items are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur. The effective tax rate was a benefit of 6.78% for the six months ended June 30, 2026, driven primarily by an increase in the valuation allowance as a result of pre-tax book loss activity.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others phased in over time. The Company has evaluated the impact of OBBBA on its financial statements and does not expect the legislation to result in a material change to its quarterly effective tax rate.

Note 14. Net Loss Per Share

The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The two-class method also requires losses for the period to be allocated between common shares and participating securities based on their respective rights if the participating security contractually participates in losses. As holders of Series B Preferred Stock, Series C Preferred Stock, 2024 WTI Warrants and 2025 WTI Warrants, which are determined to be participating securities, do not have a contractual obligation to fund losses, undistributed net losses are not allocated to them for purposes of the loss per share calculation.

Presented in the table below is a reconciliation of the numerator and denominator for the earnings per share calculations (in thousands, except per share amounts):

	Three Months Ended		Six Months Ended
	June 30, 2026	June 30, 2025	June 30, 2026	June 30, 2025
Numerator:
Net loss attributable to Innventure, Inc., stockholders	$(26,503)	$(84,227)	$(47,308)	$(227,224)
Less: Cumulative earnings to participating securities	35	37	73	42
Undistributed loss for participating securities	(26,538)	(84,264)	(47,381)	(227,266)
Less: Undistributed loss attributable to participating securities	—	—	—	—
Net loss attributable to common stockholders, basic and diluted	$(26,538)	$(84,264)	$(47,381)	$(227,266)
Denominator:
Weighted average number of shares outstanding, basic and diluted	83,117,031	52,546,491	80,504,971	49,417,092
Net loss per share attributable to common stockholders, basic and diluted	$(0.32)	$(1.60)	$(0.59)	$(4.60)

Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential Common Stock outstanding would have been anti-dilutive.

The following table presents the potential Common Stock outstanding that was excluded from the computation of diluted net loss per share of Common Stock for the periods presented because including them would have been antidilutive:

	Three Months Ended		Six Months Ended
	June 30, 2026	June 30, 2025	June 30, 2026	June 30, 2025
Public warrants	11,240,688	11,240,688	11,240,688	11,240,688
Private placement warrants	7,146,000	7,146,000	7,146,000	7,146,000
2024 WTI Warrants	2,493,765	1,000,000	2,493,765	1,000,000
Convertible Debentures	—	2,817,200	—	2,817,200
2025 WTI Warrants	495,074	495,074	495,074	495,074
Series A Warrants	1,625,235	—	1,625,235	—
Series B Preferred Stock	49,558	41,762	49,558	26,516
Series C Preferred Stock	318,540	189,000	318,540	194,062
Share options	1,635,192	1,596,702	1,635,192	1,596,702
RSUs	2,097,321	2,148,001	2,097,321	2,148,001
SARs(1)	4,000,000	4,000,000	4,000,000	4,000,000
(1)As of June 25, 2025, each of the Company’s share-settled SAR agreements was amended to limit payments made in the form of Common Stock to a maximum number of shares specified for the applicable holder, which total 4,000,000 in the aggregate.

Note 15. Related Party Transactions

Transactions with the ESG Fund

As more fully described in Note 2. Accounting Policies in our Form 10-K, the Company earns a 1%-2% management fee for administrative, finance and accounting, and other back-office functions from the ESG Fund. Management fees earned from the ESG Fund were $0.2 million and $0.4 million for the three and six months ended June 30, 2025, respectively, which is recorded as Revenue in the condensed consolidated statements of operations and comprehensive income (loss). There were no management fees from the ESG Fund for the three and six months ended June 30, 2026.

Transactions with AeroFlexx

As of June 30, 2026 and December 31, 2025, the Company had $16.3 million and $10.5 million, respectively, of additional advances to AeroFlexx which is included in Due from related parties in the condensed consolidated balance sheets. The advances have no stated interest or maturity date but are expected to be repaid within a year.

On March 24, 2025, the Company issued 578,294 shares of Series C Preferred Stock to settle AeroFlexx’s debt with a related party. The Company considers the stock issuance to be an investment in AeroFlexx of $5.8 million which was recorded in Investments on the condensed consolidated balance sheets.

Note 16. Commitments and Contingencies

PCT Guaranty

On April 22, 2020, the Company entered into a guaranty with a counterparty to unconditionally guarantee PureCycle Technologies, Inc.’s (“PCT”) obligation to reimburse a $5.0 million prepayment upon PCT’s failure to meet certain performance thresholds. Performance thresholds include the commission and construction of a plant. The guaranty has no expiration. There wereno amounts paid by the Company for both the guaranty and interest. As of June 30, 2026 and December 31, 2025, there wasno principal outstanding under the guaranty.

Patent Agreement Contingent Fees

In 2022, the Company entered intotwo agreements with an MNC to purchase in-process research and development consisting of patents, technology, and knowledge transfer related to cooling technology for critical electronic equipment in a transaction that was determined to be an asset acquisition.

On June 30, 2025, Accelsius entered into an amended and restated agreement with the MNC. The amended agreement modifies several terms and notably (a) eliminates revenue-based royalty payments, (b) extends the due dates for fixed installment payments, (c) modifies and reduces the buy-out fee payable to the MNC in lieu of future installment payments upon certain events such as an assignment of the agreement or a capital event (including a change of control or initial public offering), at the option of either the MNC or Accelsius, and (d) eliminates Accelsius’s ability to unilaterally terminate the agreement upon the occurrence of certain events (other than a material breach) and provides the MNC with certain limited information rights related to the equity ownership of Accelsius.

Under the terms of the agreements, the Company is required to make fixed installment payments, as disclosed below, for each year of the agreement through December 31, 2040 (in thousands).

Amount
2026 (remaining six months)	$825
2027	825
2028	825
2029	825
2030	825
Thereafter	8,250
Total	$12,375

License and Royalty Commitments

On December 12, 2024, the Company entered into a license agreement with a third party to obtain exclusive rights to use certain know-how, patents, and data relating to processes for the gasification of plastic waste (the “Gasification Technology”). Ownership of the Gasification Technology will transfer to the Company for a fee of $0.5 million contingent upon achievement of a commercial milestone, which is not yet probable.

The Company is committed to pay annual royalties based on Refinity-related gross sales and licensing revenue starting in 2025. For the three and six months ended June 30, 2026 and 2025, no royalty payments were made to the third party.

Framework Agreement

On January 22, 2025, Refinity entered into the Framework Agreement (“Framework Agreement”) with a third party to obtain research services focusing on the further development and optimization of the Gasification Technology.

Refinity agreed to pay a minimum fee of €2.0 million for the period beginning January 22, 2025 and ending April 30, 2026 (“Year 1”), and €3.0 million for the period beginning May 1, 2026 and ending April 30, 2027 (“Year 2”); provided that, if the third party is unable to provide all of the services contemplated to be provided during Year 1 due to its resource constraints, any unused portion of the minimum fee for Year 1 will be deferred to Year 2 and added to the Year 2 minimum fee. Expenses for services from contracts under the Framework Agreement are recognized as incurred and are applied to the minimum fee. Refinity incurred €0.2 million and €0.7 million of service expenses toward the Year 1 minimum fee for the three and six months ended June 30, 2026, respectively, and €0.3 million for the three and six months ended June 30, 2025. After currency conversion, Refinity incurred $0.2 million and $0.8 million toward the Year 1 minimum fee during the three and six months ended June 30, 2026, respectively, and $0.4 million for the three and six months ended June 30, 2025. Additionally, during the three and six months ended June 30, 2026, Refinity made payments of $0.2 million and $0.9 million on costs incurred as a part of the Year 1 minimum fee. Refinity made payments of $0.6 million toward the Year 1 minimum fee for both the three and six months ended June 30, 2025. As of June 30, 2026, there was no unused portion of the minimum fee for Year 1, as the Company met the full commitment.

Refinity incurred €0.5 million of service expenses toward the Year 2 minimum fee for the three and six months ended June 30, 2026. After currency conversion, Refinity incurred $0.6 million toward the Year 2 minimum fee during the three and six months ended June 30, 2026. Refinity made payments of $1.0 million for the three and six months ended June 30, 2026.

ACT Lawsuit

On May 12, 2023, Advanced Cooling Technologies, Inc. (“ACT”) filed a complaint, which has been subsequently amended twice, against Accelsius in the Court of Common Pleas of Lancaster County, Pennsylvania, alleging claims against Accelsius and an Accelsius employee who was previously an employee of ACT. The claims include violations of the employee’s non-competition and confidentiality obligations, misappropriation and theft of ACT’s trade secrets, unfair competition and tortious interference. The complaint seeks injunctive relief and monetary damages.

The Company disputes the allegations asserted in the complaint and is defending them vigorously, having defeated an early motion for preliminary injunction. Discovery is substantially complete. Accelsius is unable to predict the outcome of this matter or reasonably estimate the possible loss or range of loss, if any.

Note 17. Business Segment Data

The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) of the Company. The CODM makes operating decisions, allocates resources and assesses performance based on review of historical and potential future product sales, operating expenses, and net income (loss).

Based on the information utilized by the CODM to operate the Company, there isone operating segment and reportable segment, Technology. The Technology segment includes the business activities of Accelsius, a consolidated subsidiary focused on development and manufacture of data center cooling products. Other components of the Company’s consolidated information primarily include operations relating to the original platform business, service activities, Refinity, and equity method investment activities (“Other”).

The following table presents information about the Company’s Technology segment. The information includes the significant expense categories and amounts regularly provided to the CODM for the reportable segment, which may reflect a different presentation than amounts presented elsewhere in the condensed consolidated financial statements. Inter-segment transactions are not eliminated from segment results when management considers those transactions in assessing the results of the Technology segment.

	Three months ended		Six Months Ended
	June 30, 2026	June 30, 2025	June 30, 2026	June 30, 2025
(in thousands)
Revenue	$914	$254	$2,236	$255
Interest income	266	—	614	4
Cost of sales	$243	$2,861	$1,269	$3,045
Employee costs	9,144	3,517	17,714	7,804
Facilities, equipment & supplies	1,629	80	2,907	461
General and administrative	546	840	1,190	3,235
Outside services	652	501	1,328	809
Research and development	5,153	3,678	9,142	8,023
Sales and marketing	331	148	919	432
Depreciation expense *	332	156	674	301
Interest expense	178	190	349	317
Income tax expense (benefit)	18	(2,645)	(3,134)	(4,104)
Goodwill impairment	—	113,344	—	346,557
Other **	325	91	581	195
Total Expenses	$18,551	$122,761	$32,939	$367,075
Net Loss	$(17,371)	$(122,507)	$(30,089)	$(366,816)

Represents depreciation expense not already included in Cost of sales.

** Other - travel and other miscellaneous expenses.

The following table reconciles the reportable segment to amounts reflected in our condensed consolidated financial statements.

	Three months ended		Six Months Ended
	June 30, 2026	June 30, 2025	June 30, 2026	June 30, 2025
Revenues: · (in thousands)
Technology	$914	$254	$2,236	$255
Other	93	249	268	499
Elimination of management services provided to Technology	(54)	(27)	(108)	(54)
Consolidated Revenues	$953	$476	$2,396	$700
Interest Expense:
Technology	$178	$190	$349	$317
Other	1,000	2,747	2,369	4,382
Elimination of Intercompany Interest	(70)	—	(137)	—
Consolidated Interest Expense	$1,108	$2,937	$2,581	$4,699
Interest Income:
Technology	$266	$—	$614	4
Other	381	290	584	$510
Elimination of Intercompany Interest	(70)	—	(137)	$—
Consolidated Interest Income	$577	$290	$1,061	$514
Depreciation and Amortization Expense:
Technology	$5,658	$5,629	$11,326	$11,177
Other	2	5	5	5
Consolidated Depreciation and Amortization Expense	$5,660	$5,634	$11,331	$11,182
Net Loss:
Technology	$(17,371)	$(122,508)	$(30,089)	$(366,817)
Other	(17,543)	(18,767)	(32,608)	(28,132)
Consolidated Net Loss	$(34,914)	$(141,275)	$(62,697)	$(394,949)
Capital Expenditures:
Technology	$228	$15	$1,074	$932
Consolidated Capital Expenditures	$228	$15	$1,074	$932

All long-lived assets are located entirely in the United States. Segment assets are not reviewed by the CODM and therefore are not disclosed.

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