Form 8-K

8-K — Innventure, Inc.

Accession: 0002001557-26-000113

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0002001557

SIC: 6770 (BLANK CHECKS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — innv-20260514.htm (Primary)

EX-99.1 (a991innventure-1q26earning.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: innv-20260514.htm · Sequence: 1

innv-20260514

0002001557False00020015572026-05-142026-05-14

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

May 14, 2026

Date of Report (date of earliest event reported)

___________________________________

Innventure, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware

(State or other jurisdiction of

incorporation or organization)

001-42303

(Commission File Number)

93-4440048

(I.R.S. Employer Identification Number)

6900 Tavistock Lakes Blvd, Suite 400

Orlando, Florida 32827

(Address of principal executive offices and zip code)

(321) 209-6787

(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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

INV

The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 14, 2026, Innventure, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the first quarter ended March 31, 2026, and certain other information. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description of Exhibit

99.1

Press Release by Innventure, Inc. dated May 14, 2026

104

Cover Page Interactive Data File (formatted in Inline XBRL)

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.

INNVENTURE, INC.

Date: May 14, 2026

By:

/s/ David Yablunosky

Name:

David Yablunosky

Title:

Chief Financial Officer

EX-99.1

Filename: a991innventure-1q26earning.htm · Sequence: 2

Document

Exhibit 99.1

Innventure Reports First Quarter 2026 Results

5.14.26

Strong start to 2026 driven by commercial momentum across Innventure’s three operating companies

General and administrative expenses declined 35% year over year, demonstrating continued progress on cost discipline

Execution and financial progress in the quarter reinforce confidence that 2026 represents an inflection year

ORLANDO, Fla., May 14, 2026 (GLOBAL NEWSWIRE) – Innventure, Inc. (NASDAQ: INV) (“Innventure”), an industrial growth conglomerate, today announced financial results for the quarter ended March 31, 2026.

“We entered 2026 with strong momentum, and the first quarter reflects a company that is executing across multiple fronts,” said Bill Haskell, Chief Executive Officer. “Across our operating companies, we are seeing tangible commercial progress, improving financial discipline, and growing validation of our model. This is the result of years of focused work turning innovative technologies into scalable businesses, and we believe we are off to a strong start in 2026 as we continue building long-term value for shareholders.

Conference Call and Webcast

A conference call to discuss these results has been scheduled for 5:00 pm ET today, May 14, 2026.

The event will be webcasted live via our investor relations website https://ir.innventure.com/ or via this link.

Innventure has posted a slide presentation to accompany the prepared remarks to its investor relations website https://ir.innventure.com/.

In response to recent investor feedback, Innventure has also posted a comprehensive question and answer document to the presentations page of its investor relations website https://ir.innventure.com/news-events/presentations.

About Innventure

Innventure, Inc. (NASDAQ: INV), an industrial growth conglomerate, focuses on building companies with billion-dollar valuations by commercializing breakthrough technology solutions. By systematically creating and operating industrial enterprises from the ground up, Innventure participates in early-stage economics and provides industrial operating expertise designed for global scale. Innventure’s approach seeks to uniquely bridge the ”Valley of Death" between corporate innovation and commercialization through its distinctive combination of value-driven multinational partnerships, operational experience, and scaling expertise.

Non-GAAP Financial Measures

We use certain financial measures that are not calculated in accordance with generally accepted accounting principles in the U.S. (GAAP) to supplement our consolidated financial statements. These non-GAAP financial measures provide additional information to investors to facilitate comparisons of past and present operating results, identify trends in our underlying operating performance, and offer greater transparency on how we evaluate our business activities. These measures are integral to our processes for budgeting, managing operations, making strategic decisions, and evaluating our performance.

Our primary non-GAAP financial measures are EBITDA and Adjusted EBITDA. We define EBITDA as net income before interest, income taxes, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain non-cash items, non-recurring expenses, and other items that are not indicative of our core operating activities. These may include stock-based compensation, acquisition costs, and other financial items. We believe Adjusted EBITDA is valuable for investors and analysts as it provides additional insight into our operational performance, excluding the impacts of certain financing, investing, and other non-operational activities. This measure helps in comparing our current operating results with prior periods and with those of other companies in our industry. It is also used internally for allocating resources efficiently, assessing the economic outcomes of acquisitions and strategic decisions, and evaluating the performance of our management team.

There are limitations to Adjusted EBITDA, including its exclusion of cash expenditures, future requirements for capital expenditures and contractual commitments, and changes in or cash requirements for working capital needs. Adjusted EBITDA also omits significant interest expenses and related cash requirements for interest and payments. While depreciation and amortization are non-cash charges, the associated assets will often need to be replaced in the future, and Adjusted EBITDA does not reflect the cash required for such replacements. Additionally, Adjusted EBITDA does not account for income or other taxes or necessary cash tax payments.

Investors should use caution when comparing our non-GAAP measure to similar metrics used by other companies, as definitions can vary. Adjusted EBITDA should not be considered in isolation or as a substitute for GAAP financial measures.

In presenting Adjusted EBITDA, we aim to provide investors with an additional tool for assessing the operational performance of our business. It serves as a useful complement to our GAAP results, offering a more comprehensive understanding of our financial health and operational efficiencies.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release are "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are often identified by future or conditional words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “will,” “potential,” “predict,” “should,” “would” and other similar words and expressions (or the negative versions of such words or expressions), but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current assumptions and expectations of future events that are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of this press release. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

These risks and uncertainties include, but are not limited to, those factors described in Innventure’s public filings with the U.S. Securities and Exchange Commission, including but not limited to the following: Innventure’s and its subsidiaries’ ability to execute on their strategies, book sales and achieve future financial performance; developments and projections relating to Innventure’s and its subsidiaries’ competitors and industry; the implementation, adoption, market acceptance and success of Innventure’s and its subsidiaries’ products, business models and growth strategies; Innventure’s and its subsidiaries’ ability to generate sufficient revenue and operating cash flow; the timing and magnitude of expected cash expenditures; the availability, timing and terms of additional financing, including debt or equity financing; market conditions affecting access to capital; potential dilution resulting from future financings; Innventure’s ability to successfully implement cost reduction initiatives; changes in economic conditions; competitive pressures; regulatory developments; Innventure’s ability to maintain control over its subsidiaries.

Forward‑looking statements speak only as of the date of this release, and Innventure undertakes no obligation to update them except as required by law.

Investor Relations Contact: Kyle Nagarkar, Solebury Strategic Communications

investorrelations@innventure.com

Media Contact: Laurie Steinberg, Solebury Strategic Communications

press@innventure.com

Innventure, Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except share amounts)

March 31, 2026 December 31, 2025

Assets

Cash and cash equivalents $ 55,367 $ 60,449

Restricted cash 5,000 5,000

Accounts receivable 840 1,094

Due from related parties 14,917 11,840

Inventories 1,562 1,604

Prepaid expenses and other current assets 4,138 3,167

Total Current Assets

81,824 83,154

Investments 27,474 28,741

Property, plant and equipment, net 2,298 1,941

Intangible assets, net 155,133 160,537

Goodwill 323,463 323,463

Other assets 1,291 1,351

Total Assets $ 591,483 $ 599,187

Liabilities and Stockholders' Equity

Accounts payable $ 3,001 $ 2,551

Accrued employee benefits 4,480 11,343

Accrued expenses 2,929 7,386

Contract liabilities 275 947

Notes payable - current 7,440 12,846

Term convertible note, current 7,956 7,890

Convertible promissory note, current 4,369 4,331

Patent installment payable - current 825 700

Obligation to issue equity 38 119

Warrant liability 27,815 27,458

Income taxes payable 52 23

Other current liabilities 667 682

Total Current Liabilities 59,847 76,276

Notes payable, net of current portion 6,940 8,327

Earnout liability 3,470 3,890

Stock-based compensation liability 242 239

Patent installment payable, net of current 11,550 12,375

Deferred income taxes 10,782 13,848

Other liabilities 503 556

Total Liabilities 93,334 115,511

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, 35,792 and 33,144 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.

— —

Series C Preferred Stock, $0.0001 par value, 5,000,000 shares designated, 159,270 shares issued and outstanding as of March 31, 2026 and 150,000 shares issued and outstanding as of December 31, 2025.

— —

Common Stock, $0.0001 par value, 250,000,000 shares authorized, 80,094,894 and 67,743,847 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.

8 7

Additional paid-in capital 617,017 577,070

Accumulated other comprehensive gain (loss) (1,172) (1,260)

Accumulated deficit (392,408) (371,603)

Total Innventure, Inc., Stockholders’ Equity 223,445 204,214

Non-controlling interest 274,704 279,462

Total Stockholders' Equity 498,149 483,676

Total Liabilities and Stockholder’s Equity

$ 591,483 $ 599,187

Innventure, Inc. and Subsidiaries

Consolidated Statements of Operations and Comprehensive Income (Loss)

(in thousands, except share and per share amounts)

Three Months Ended

March 31, 2026 Three Months Ended

March 31, 2025

Revenue $ 1,443 $ 224

Operating Expenses

Cost of sales 5,253 184

General and administrative 12,750 19,676

Sales and marketing 2,897 2,096

Research and development 7,840 6,253

Goodwill impairment — 233,213

Total Operating Expenses 28,740 261,422

Loss from Operations (27,297) (261,198)

Non-operating (Expense) and Income

Interest expense, net (989) (1,538)

Net gain (loss) from investments 69 —

Change in fair value of financial liabilities 63 16,429

Equity method investment (loss) income (1,516) (6,756)

Realized gain on conversion of available for sale investment — 1,507

Loss on extinguishment of debt (977) —

Loss on extinguishment of related party debt — (3,538)

Miscellaneous other expense (175) 21

Total Non-operating Income (Expense) (3,525) 6,125

Loss before Income Taxes (30,822) (255,073)

Income tax expense (benefit) (3,039) (1,399)

Net Loss (27,783) (253,674)

Less: net loss attributable to

Non-redeemable non-controlling interest (6,978) (110,677)

Net Loss Attributable to Innventure, Inc. Stockholders / Innventure LLC Unitholders (20,805) (142,997)

Basic and diluted loss per share $ (0.27) $ (3.10)

Basic and diluted weighted average common shares 77,829,187 46,252,922

Innventure, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

Three Months Ended

March 31, 2026 Three Months Ended

March 31, 2025

Cash Flows Used in Operating Activities

Net loss $ (27,783) $ (253,674)

Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation 4,832 5,841

Interest income on debt securities - related party (91) (91)

Change in fair value of financial liabilities (63) (16,429)

Non-cash interest expense on notes payable 706 510

Net gain on investments (69) —

Accrued unpaid interest on note payable 130 —

Equity method investment loss (income) 1,516 6,756

Realized gain on conversion of available for sale investments — (1,507)

Loss on extinguishment of debt 977 —

Deferred income taxes (3,067) (1,899)

Loss on Disposal of PPE 223 —

Depreciation and amortization 5,671 5,548

Goodwill impairment — 233,213

Other costs, net 130 61

Changes in operating assets and liabilities:

Accounts receivable 254 46

Prepaid expenses and other current assets (4,046) (122)

Inventory 42 (42)

Accounts payable 451 1,587

Accrued employee benefits (6,863) 1,943

Accrued expenses (5,503) 565

Stock-based compensation liability 3 (442)

Income taxes payable 29 500

Other current liabilities (138) (73)

Contract liabilities (672) —

Patent installment payable (700) (525)

Net Cash Used in Operating Activities (34,031) (14,696)

Cash Flows (Used in) Provided by Investing Activities

Investment in available-for-sale debt securities - equity method investee — (2,337)

Acquisition of property, plant and equipment (846) (917)

Net Cash (Used in) Provided by Investing Activities (846) (3,254)

Cash Flows Provided by Financing Activities

Proceeds from issuance of equity, net of issuance costs 37,207 3,675

Proceeds from the issuance of equity to non-controlling interest, net of issuance costs — 4,907

Payment of debts (7,412) (300)

Repurchase of preferred stock — (50)

Distributions to Stockholders — (26)

Cash Flows Provided by Financing Activities 29,795 8,206

Net Decrease in Cash, Cash Equivalents and Restricted Cash (5,082) — (9,744)

Cash, Cash Equivalents and Restricted Cash Beginning of period 65,449 11,119

Cash, Cash Equivalents and Restricted Cash End of period

$ 60,367 $ 1,375

Innventure, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

Supplemental Cash Flow Information

Cash paid for interest $ 699 $ 1,127

Supplemental Disclosure of Noncash Financing Information

Conversion of working capital loans to equity method investee into investments in debt securities - related party — 4,375

Unrealized gain on investments in debt Securities - related party through OCI 91 909

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 —

Issuance of vested RSUs 1,032 —

Issuance of stock in exchange for services 11 4,002

Equity reallocation between non-controlling interest and additional paid-in capital — 26,304

Innventure, Inc. and Subsidiaries

Non-GAAP Financial Measures

(in thousands)

Three Months Ended

March 31, 2026 Three Months Ended

March 31, 2025

Net loss $ (27,783) (253,674)

Interest expense, net(1)

989 1,538

Depreciation and amortization expense 5,671 5,548

Income tax expense (benefit) (3,039) (1,399)

EBITDA (24,162) — (247,987)

Transaction and other related costs(2)

— —

Change in fair value of financial liabilities(3)

(63) (16,429)

Stock-based compensation(4)

4,832 5,841

Goodwill impairment(5)

— 233,213

Loss on extinguishment of debt(6)

977 —

Loss on extinguishment of related party debt(7)

— 3,538

Loss on conversion of promissory notes — —

Adjusted EBITDA (18,416) (21,824)

(1) Interest Expense, net, includes interest incurred on our various borrowing facilities and the amortization of debt issuance costs.

(2) Change in fair value of financial liabilities – For the three months ended March 31, 2026 and 2025, the change in fair value of financial liabilities primarily consists of the change in fair value of the warrant liability, the earnout liability and the embedded derivatives in various instruments.

(3) Stock based compensation – For the three months ended March 31, 2026 and 2025, stock based compensation primarily consisted of awards in the 2024 Equity and Incentive Plan. These awards consisted of Stock Options, Restricted Stock Units, and Stock Appreciation Rights. Further, a portion of this expense was related to share-based payment employee incentive plans in existence at subsidiaries.

(4) Goodwill impairment - For the three months ended March 31, 2025. the Company recognized goodwill impairment 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 from late February 2025.

(5) Loss on extinguishment of debt - For the three months ended March 31, 2026 the Company repaid the Convertible Debentures resulted in an aggregate of $1.0 million loss on extinguishment of debt. There was no loss on extinguishment of debt for three months ended March 31, 2025. (6) Loss on extinguishment of related party debt - For the three months ended March 31, 2025, the Company extinguished certain related party debts by issuing Series C Preferred Stock. There was no loss on extinguishment of related party debt for the three months ended March 31, 2026.

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

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dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Namespace Prefix:

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Balance Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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