Financial Analysis

13. Commitments and Contingencies Litigation The Company is subject to claims and legal proceedings that arise in the ordinary course of business. Such matters are inherently uncertain, and there can be no guarantee that the outcome of any such matter will be decided favorably to the Company or that the resolution of any such matter will not have a material adverse effect upon the Companys Condensed Consolidated Financial Statements. Such legal matters may include, but is not limited to, actions or claims relating to sensitive data, including proprietary business information and intellectual property, personally identifiable information of employees and contractors, cyber-attacks, data breaches and non-compliance with contractual or other legal obligations. Litigation and other legal matters are inherently unpredictable and subject to substantial uncertainties and adverse resolutions could occur. In addition, litigation and other legal matters, including class-action lawsuits, government investigations and regulatory proceedings can be costly to defend and, depending on the class size and claims, could be costly to settle. The Company does not believe that any of such pending claims and legal proceedings will have a material adverse effect on its Condensed Consolidated Financial Statements. The Company records a liability in its Condensed Consolidated Financial Statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"11. Debt Obligations Debt obligations, including finance lease obligations, consisted of the following (in millions): Maturity Date September 30, 2025 December 31, 2024 Infrastructure SOFR plus 2.75% Line of Credit May 20, 2030 $ 20.0 $ SOFR plus 2.75% Term Loan May 20, 2030 83.9 PRIME minus 0.75% Line of Credit 45.0 3.25% Term Loan 74.6 PRIME minus 0.75% Term Loan 24.5 Obligations under finance leases Various 0.2 0.6 Total Infrastructure $ 104.1 $ 144.7 Spectrum 8.50% Note September 30, 2026 $ 19.3 $ 19.3 11.45% Notes September 30, 2026 50.4 50.4 Total Spectrum $ 69.7 $ 69.7 Life Sciences Lancer Promissory Note August 1, 2026 $ 46.5 $ 24.0 Total Life Sciences $ 46.5 $ 24.0 Non-Operating Corporate 10.50% Senior Secured Notes (1) February 1, 2027 $ 360.4 $ 9.50% Convertible Senior Notes (1) March 1, 2027 53.5 CGIC Promissory Note (1) April 30, 2027 44.1 31.0 SOFR plus 5.75% Line of Credit September 15, 2026 20.0 20.0 8.50% Senior Secured Notes February 1, 2026 1.9 330.0 7.50% Convertible Senior Notes August 1, 2026 0.2 48.9 Total Non-Operating Corporate $ 480.1 $ 429.9 Total outstanding principal $ 700.4 $ 668.3 Unamortized issuance discount, issuance premium, and deferred financing costs (31.3) (5.5) Less: current portion of debt obligations (1) (571.8) (162.2) Debt obligations, net of current portion $ 97.3 $ 500.6 (1) Certain debt instruments with long-term maturity dates have been classified as current obligations as of September 30, 2025, due to contingent mandatory prep …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following table disaggregates DBMG's revenue by market (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Commercial 116.1 57.1 246.2 230.9 Industrial $ 85.1 $ 64.7 $ 219.1 $ 242.5 Transportation 48.6 58.2 134.6 228.0 Healthcare 48.6 40.9 124.2 114.4 Government 36.1 3.9 84.5 5.6 Leisure 1.7 4.3 12.9 6.9 Convention 0.2 1.8 8.3 10.3 Energy 1.8 1.9 5.5 5.7 Total revenue from contracts with customers $ 338.2 $ 232.8 $ 835.3 $ 844.3 Other revenue 0.2 1.1 1.6 Total Infrastructure segment revenue $ 338.4 $ 232.8 $ 836.4 $ 845.9 The following table disaggregates the Life Sciences segment's revenue by type (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Systems and consumables revenue $ 3.1 $ 3.0 $ 9.4 $ 5.7 Total Life Sciences segment revenue $ 3.1 $ 3.0 $ 9.4 $ 5.7 The following table disaggregates the Spectrum segment's revenue by type (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Broadcast station $ 5.6 $ 6.4 $ 17.5 $ 18.9 Total Spectrum segment revenue $ 5.6 $ 6.4 $ 17.5 $ 18.9 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

14. Share-based Compensation Total share-based compensation expense recognized by the Company and its subsidiaries under all equity compensation arrangements was $0.7 million and $0.3 million for the three months ended September 30, 2025 and 2024, respectively, and was $2.2 million and $1.1 million for the nine months ended September 30, 2025 and 2024, respectively, which is included within Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. All grants are time based and vest either immediately or over a period established at grant, typically with a requisite service period of one to three years for a member of the Board of Directors or an employee to vest in the share-based award, subject to discretion by Compensation Committee. There are no other substantive conditions for vesting. The Company recognizes compensation expense for equity awards, reduced by actual forfeitures as they are incurred, using the straight-line basis. Restricted Stock and Restricted Stock Units A summary of INNOVATEs restricted stock and restricted stock unit activity is as follows: Number of Shares Weighted-Average Grant Date Fair Value Unvested - December 31, 2024 294,663 $ 8.12 Granted 278,389 $ 5.90 Vested (246,355) $ 8.05 Forfeited (12,521) $ 7.99 Unvested - September 30, 2025 314,176 $ 6.22 The aggregate vesting date fair value of the restricted stock and restricted stock units which vested during the nine months ended September 30, 2025 and 2024 …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

19. Fair Value of Financial Instruments Fair Value of Financial Instruments Not Measured at Fair Value Our financial instruments primarily include cash and cash equivalents, restricted cash, accounts receivable and contract assets, marketable and non-marketable securities, including equity investments and certain other investments, notes receivable, accounts payable and other current and non-current liabilities, redeemable non-controlling interests and debt obligations. The following tables present the carrying amounts and estimated fair values of the Companys financial instruments, which were not measured at fair value on a recurring basis and not measured using the equity method of accounting, with fair values shown according to the fair value hierarchy. The tables exclude carrying amounts for cash and cash equivalents and restricted cash (Level 1 measurements), accounts receivable and contract assets, accounts payable, contract liabilities and other current liabilities, and other assets and liabilities (Level 2 measurements) that approximate fair value due to the relatively short periods to maturity (in millions): September 30, 2025 Fair Value Measurement Using: Carrying Value Estimated Fair Value Quoted Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Measurement alternative investment (1) $ 0.9 $ 0.9 $ $ $ 0.9 Total assets not accounted for at fair value $ 0.9 $ 0.9 $ $ $ 0.9 Liabilities Debt obligations (2) …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

"8. Goodwill and Intangibles, Net Goodwill The carrying amounts of goodwill by segment were as follows (in millions): Infrastructure Spectrum Total Balance as of December 31, 2024 $ 105.3 $ 21.4 $ 126.7 Translation adjustments 0.2 0.2 Balance as of September 30, 2025 $ 105.5 $ 21.4 $ 126.9 Indefinite-lived Intangible Assets The carrying amounts of indefinite-lived intangible assets were as follows (in millions): September 30, 2025 December 31, 2024 Federal Communications Commission (""FCC"") licenses $ 107.9 $ 107.7 Total $ 107.9 $ 107.7 Definite-lived Intangible Assets The gross carrying amounts and accumulated amortization of definite-lived intangible assets by major intangible asset class were as follows (in millions): Weighted-Average Original Useful Life September 30, 2025 Gross Carrying Amount Accumulated Amortization Net Trade names 15 years $ 25.1 $ (12.2) $ 12.9 Customer relationships and contracts 11 years 87.5 (53.0) 34.5 Channel sharing arrangements 35 years 12.6 (2.4) 10.2 Other 10 years 3.7 (2.2) 1.5 Total $ 128.9 $ (69.8) $ 59.1 Weighted-Average Original Useful Life December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Trade names 15 years $ 25.1 $ (11.0) $ 14.1 Customer relationships and contracts 11 years 87.4 (49.1) 38.3 Channel sharing arrangements 35 years 12.6 (2.2) 10.4 Other 10 years 3.9 (2.0) 1.9 Total $ 129.0 $ (64.3) $ 64.7 Amortization expense for definite-lived intangible assets was $1.8 million and $2.0 million for the three months …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

"12. Income Taxes The Company uses the Annual Effective Tax Rate (""ETR"") approach of ASC 740-270, Interim Reporting, to calculate its interim tax provision. Income tax benefit was $7.1 million for the three months ended September 30, 2025 and income tax expense was $3.1 million for the three months ended September 30, 2024. Income tax expense was $4.2 million and $3.9 million for the nine months ended September 30, 2025 and 2024, respectively. Income tax expense/benefit primarily relates to tax expense as calculated for taxpaying entities, including the tax expense/benefit associated with the INNOVATE Corp. U.S. consolidated group due to the Tax Cut and Jobs Act's 80 percent limitation on net operating losses incurred after 2017. Additionally, the tax benefits associated with losses generated by certain other businesses have been reduced by a full valuation allowance as management does not believe it is more-likely-than-not that the losses will be utilized. On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted into law, introducing various changes to U.S. federal income tax provisions, including modifications to bonus depreciation, interest expense limitations, and the treatment of research and development expenditures. Under ASC 740, the effects of newly enacted tax legislation must be recognized in the period that includes the enactment date. The Company has evaluated the provisions of the OBBBA and their potential impact on its financial statements. Based o …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

9. Leases The Company has entered into operating leases for land, office space, and certain Company vehicles and equipment and has entered into finance leases for certain Company vehicles and equipment. The leases will expire between 2025 and 2045. Right-of-use lease assets and lease liabilities consisted of the following (in millions): Balance Sheet Location September 30, 2025 December 31, 2024 Right-of-use assets: Operating lease Other assets (non-current) $ 52.0 $ 53.7 Finance lease Property, plant and equipment, net 0.2 0.5 Total right-of-use assets $ 52.2 $ 54.2 Lease liabilities: Current portion of operating lease Other current liabilities $ 12.7 $ 12.9 Non-current portion of operating lease Other liabilities 41.9 43.5 Finance lease Debt obligations 0.2 0.6 Total lease liabilities $ 54.8 $ 57.0 The following table summarizes the components of lease expense (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Finance lease cost: Amortization of right-of-use assets $ $ 0.1 $ 0.2 $ 0.3 Net finance lease cost 0.1 0.2 0.3 Operating lease cost 4.4 4.1 13.2 13.0 Variable lease cost 0.2 0.1 0.5 0.4 Sublease income (0.1) (0.5) Total non-current lease cost $ 4.6 $ 4.2 13.9 13.2 Short-term lease costs 6.8 8.8 22.2 23.9 Total lease cost $ 11.4 $ 13.0 $ 36.1 $ 37.1 Cash flow information related to leases is as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Cash paid for amount …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

"Recent Accounting Pronouncements Accounting Pronouncements Issued But Pending Adoption On July 30, 2025, the Financial Accounting Standards Board (""FASB"") issued ASU 2025-05 Financial Instruments - Credit Losses for Accounts Receivable and Contract Assets (""ASU 2025-05""). The amendments in ASU 2025-05 provide entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606 ( Revenue from Contracts with Customers) . The practical expedient allows entities to assume that current conditions as of the balance sheet date will not change for the remaining life of an asset when developing reasonable and supportable forecasts as part of the estimation of expected credit losses. ASU 2025-05 is effective prospectively for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods. The Company is currently evaluating the potential effect of this ASU on the Companys Condensed Consolidated Financial Statements. On May 14, 2025, FASB issued ASU 2025-04 CompensationStock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer (""ASU 2025-04""). The amendments in ASU 2025-04 revise the definition of the term performance condition for share-based consideration payable to a customer. ASU 2025-04 is effective on either a modified r …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

"16. Related Parties Non-Operating Corporate During the first quarter of 2024, in connection with the Rights Offering, the Company entered into an Investment Agreement with Lancer Capital, an entity controlled by Avram A. Glazer, pursuant to which Lancer Capital agreed to the Backstop Commitment to purchase up to $19.0 million of Series C Preferred Stock in connection with the Rights Offering and to purchase $16.0 million of Series C Preferred Stock in a private placement transaction (""Concurrent Private Placement""), of which $25.0 million would be purchased before the closing of the Rights Offering if the Rights Offering did not close by March 28, 2024. As a result of the extension of the Rights Offering, on March 28, 2024, Lancer Capital funded the equity advance of $25.0 million to the Company and received 25,000 shares of Series C Preferred Stock. As a result, Mr. Glazer's beneficial ownership increased from 29.1% as of March 5, 2024, immediately prior to the start of the Rights Offering, to 48.8%. On April 24, 2024, as a result of the closing of the Rights Offering and Concurrent Private Placement, Lancer Capital purchased an additional approximately 6,286 shares of Series C Preferred Stock for $6.3 million, increasing Mr. Glazer's beneficial ownership to 52.1%. On June 18, 2024, the Company held its annual shareholder meeting where the Company's shareholders approved the conversion of the Series C Preferred Stock into common stock. As a result, approximately 31,286 Se …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

3. Revenue and Contracts in Process Revenue from contracts with customers consisted of the following (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Infrastructure $ 338.4 $ 232.8 $ 836.4 $ 845.9 Life Sciences 3.1 3.0 9.4 5.7 Spectrum 5.6 6.4 17.5 18.9 Total revenue $ 347.1 $ 242.2 $ 863.3 $ 870.5 Accounts receivable, net, from contracts with customers consisted of the following (in millions): September 30, 2025 December 31, 2024 Infrastructure $ 260.2 $ 184.8 Life Sciences 2.3 1.5 Spectrum 1.8 1.9 Total accounts receivable with customers $ 264.3 $ 188.2 As of January 1, 2024, accounts receivable, net, from contracts with customers totaled $273.2 million. Infrastructure Segment The following table disaggregates DBMG's revenue by market (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Commercial 116.1 57.1 246.2 230.9 Industrial $ 85.1 $ 64.7 $ 219.1 $ 242.5 Transportation 48.6 58.2 134.6 228.0 Healthcare 48.6 40.9 124.2 114.4 Government 36.1 3.9 84.5 5.6 Leisure 1.7 4.3 12.9 6.9 Convention 0.2 1.8 8.3 10.3 Energy 1.8 1.9 5.5 5.7 Total revenue from contracts with customers $ 338.2 $ 232.8 $ 835.3 $ 844.3 Other revenue 0.2 1.1 1.6 Total Infrastructure segment revenue $ 338.4 $ 232.8 $ 836.4 $ 845.9 Contract assets and contract liabilities consisted of the following (in millions): September 30, 2025 December 31, 2024 Costs incurred on contracts in progress $ 1,323.5 $ 1,435.2 E …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

"17. Operating Segments and Related Information The Company currently has one primary reportable geographic segment - United States, and primarily all revenue is derived in the United States, and primarily all PP&E and intangible assets reside in the United States. The reportable segments are identified based on the nature of the services and products provided, the organizational structure, and the internal reporting system used by the Chief Operating Decision Maker (""CODM"") to assess performance and allocate resources. The Company has three reportable operating segments, plus the Other segment, based on managements organization of the enterprise - Infrastructure, Life Sciences, Spectrum, and Other. The Company also has a Non-Operating Corporate segment. All inter-segment transactions are eliminated on consolidation. There are no inter-segment revenues. Refer to Note 1. Organization and Business for additional information on the organizational structure of the business and Note 3. Revenue and Contracts in Process for additional information on revenue by segment. The Chief Operating Decision Maker (""CODM"") for the Company is the Interim CEO, Paul Voigt. The CODM is primarily responsible for allocating resources at all levels that do not require board approval. The CODM monitors the performance of each segment and is responsible for making strategic decisions regarding capital and resource allocation. The CODM uses a combination of monthly reports, which detail revenue …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries and all other subsidiaries over which the Company exerts control. All intercompany profits, transactions and balances have been eliminated in consolidation. The remaining interests not owned by the Company are presented as a non-controlling interest component of total equity. Basis of Presentation The accompanying interim unaudited Condensed Consolidated Financial Statements of the Company included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (""SEC""). The financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of such information. All such adjustments are of a normal recurring nature. Certain information and note disclosures, including a description of significant accounting policies normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (""U.S. GAAP""), have been condensed or omitted in these interim unaudited Condensed Consolidated Financial Statements pursuant to such rules and regulations. These interim unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Companys annual audited Consolidated Financial Statements and …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

"15. Equity and Temporary Equity 2024 Rights Offering and Concurrent Private Placement On March 8, 2024, the Company commenced a rights offering (""Rights Offering""), in which each holder of the Companys common stock, Series A-3 Convertible Participating Preferred Stock, Series A-4 Convertible Participating Preferred Stock and the 2026 Convertible Notes as of March 6, 2024 (the rights offering record date), were granted rights to purchase common stock. In connection with the Rights Offering, the Company entered into an Investment Agreement with Lancer Capital (the ""Investment Agreement""), pursuant to which Lancer Capital agreed to purchase up to $19.0 million of Series C Preferred Stock as a backstop to the Rights Offering (the ""Backstop Commitment"") and to purchase $16.0 million of Series C Preferred Stock in a private placement transaction (""Concurrent Private Placement""). Lancer Capital is an investment fund led by Avram A. Glazer, the Chairman of the Board and the Companys largest stockholder. As the Rights Offering had not yet settled by March 28, 2024, in accordance with the Investment Agreement, Lancer Capital purchased $25.0 million of Series C Preferred Stock, referred to as the ""equity advance."" On April 24, 2024, the Company completed and closed on the Rights Offering and issued a total of 530,611 shares of common stock for $3.7 million. In addition, Lancer Capital purchased an additional approximately 6,286 Series C Preferred Stock for $6.3 million under …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing