INNOVATE (VATE) Registration filing summary

Company overview and business model

• Operates as a diversified holding company with subsidiaries in Infrastructure, Life Sciences, and Spectrum, plus an Other segment for non-reportable businesses.

• Currently undergoing major asset sales: definitive agreements to sell Infrastructure (DBMG) and Spectrum segments, which will eliminate nearly all consolidated operating revenue if completed.

• Post-sale, assets will primarily consist of net proceeds from sales, minority interest in the Spectrum entity, and the Life Sciences segment.

• Board is evaluating strategic alternatives but has not committed to any acquisitions or investments.

Financial performance and metrics

• Infrastructure segment generated $1,210.3M in revenue for 2025 and $771.9M for the first half of 2026; Spectrum segment generated $23.2M in 2025 and $10.7M for the first half of 2026.

• These two segments accounted for substantially all consolidated revenue; remaining segments contribute only a small fraction.

• Substantial indebtedness and obligations, including near-term maturities and mandatory redemption requirements.

• Auditors have included a going concern explanatory paragraph in the financial statements.

Use of proceeds and capital allocation

• Net proceeds from securities sales are expected to be used for general corporate purposes, including operations financing and possible debt repayment.

• Proceeds from DBMG Sale must be applied to repay DBMG Credit Agreement, revolving credit, and redeem 2027 Senior Secured Notes; any remaining proceeds may be used for 2027 Convertible Notes.

• Stockholders should not expect to receive distributions from asset sale proceeds.