Commercial inflection with >
Operating companies advancing independent capital formation, materially reducing reliance on Innventure’s balance sheet
Consolidated G&A declined 61% in 4Q25 compared to 4Q24, reflecting sustained cost discipline since the public listing
“The fourth quarter capped a successful 2025 for Innventure. More importantly, the early months of 2026 demonstrate Innventure is at a true commercial inflection point. Our operating companies are executing simultaneously, converting demand into bookings, raising capital independently, and materially reducing the capital intensity of the platform,” said
Conference Call and Webcast
A conference call to discuss these results has been scheduled for
The event will be webcasted live via our investor relations website https://ir.innventure.com/ or via this link.
Parties interested in joining via teleconference can register using this link https://register-conf.media-server.com/register/BIf0dd0a6c5eea4021a47778bef8f88c5c
After registering, you will be provided with dial in details and a unique dial-in PIN. Registration is open through the live call, but to ensure you are connected for the full call, we suggest registering in advance.
Innventure will also post a slide presentation to accompany the prepared remarks to its investor relations website https://ir.innventure.com/ shortly before the of the start of the event.
About Innventure
Non-GAAP Financial Measures
We use certain financial measures that are not calculated in accordance with generally accepted accounting principles in the
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:
investorrelations@innventure.com
Media Contact:
press@innventure.com
Consolidated Balance Sheets (in thousands, except share amounts) | |||||||
| Assets | |||||||
| Cash, cash equivalents and restricted cash | $ | 60,449 | $ | 11,119 | |||
| Restricted cash | 5,000 | — | |||||
| Accounts receivable | 1,094 | 283 | |||||
| Due from related parties | 11,840 | 4,536 | |||||
| Inventories | 1,604 | 5,178 | |||||
| Prepaid expenses and other current assets | 3,167 | 3,170 | |||||
| Total Current Assets | 83,154 | 24,286 | |||||
| Investments | 28,741 | 28,734 | |||||
| Property, plant and equipment, net | 1,941 | 1,414 | |||||
| Intangible assets, net | 160,537 | 182,153 | |||||
| 323,463 | 667,936 | ||||||
| Other assets | 1,351 | 766 | |||||
| Total Assets | $ | 599,187 | $ | 905,289 | |||
| Liabilities and Stockholders' Equity | |||||||
| Accounts payable | $ | 2,551 | $ | 3,248 | |||
| Accrued employee benefits | 11,343 | 9,273 | |||||
| Accrued expenses | 7,386 | 2,478 | |||||
| Contract liabilities | 947 | — | |||||
| Related party notes payable - current | — | 14,000 | |||||
| Notes payable - current | 12,846 | 625 | |||||
| Term convertible note, current | 7,890 | — | |||||
| Convertible note - related party, current | 4,331 | — | |||||
| Patent installment payable - current | 700 | 1,225 | |||||
| Obligation to issue equity | 119 | 4,158 | |||||
| Warrant liability | 27,458 | 34,023 | |||||
| Income taxes payable | 23 | — | |||||
| Other current liabilities | 682 | 317 | |||||
| Total Current Liabilities | 76,276 | 69,347 | |||||
| Notes payable, net of current portion | 8,327 | 13,654 | |||||
| Earnout liability | 3,890 | 14,752 | |||||
| Stock-based compensation liability | 239 | 1,160 | |||||
| Patent installment payable, net of current | 12,375 | 12,375 | |||||
| Deferred income taxes | 13,848 | 27,353 | |||||
| Other liabilities | 556 | 355 | |||||
| Total Liabilities | 115,511 | 138,996 | |||||
| Commitments and Contingencies (Note 19) | |||||||
| Stockholders' Equity | |||||||
| Preferred stock, | |||||||
| Series B Preferred Stock, | — | — | |||||
| Series C Preferred Stock, | — | — | |||||
| Common Stock, | 7 | 4 | |||||
| Additional paid-in capital | 577,070 | 502,865 | |||||
| Accumulated other comprehensive gain (loss) | (1,260 | ) | 909 | ||||
| Accumulated deficit | (371,603 | ) | (78,262 | ) | |||
| 204,214 | 425,516 | ||||||
| Non-controlling interest | 279,462 | 340,777 | |||||
| Total Stockholders' Equity | 483,676 | 766,293 | |||||
| Total Liabilities and Stockholder’s Equity | $ | 599,187 | $ | 905,289 | |||
Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands, except share and per share amounts) | |||||||||||
| Successor | Successor | Predecessor | |||||||||
| Year Ended 2025 | through 2024 | through October 1, 2024 | |||||||||
| Revenue | $ | 2,056 | $ | 456 | $ | 764 | |||||
| Operating Expenses | |||||||||||
| Cost of sales | 18,830 | 3,752 | 777 | ||||||||
| General and administrative | 66,710 | 29,652 | 26,608 | ||||||||
| Sales and marketing | 9,633 | 2,009 | 4,178 | ||||||||
| Research and development | 25,025 | 5,340 | 5,978 | ||||||||
| 346,557 | — | — | |||||||||
| Total Operating Expenses | 466,755 | 40,753 | 37,541 | ||||||||
| Loss from Operations | (464,699 | ) | (40,297 | ) | (36,777 | ) | |||||
| Non-operating (Expense) and Income | |||||||||||
| Interest expense, net | (9,678 | ) | (1,132 | ) | (1,300 | ) | |||||
| Net gain (loss) from investments | 131 | — | 11,547 | ||||||||
| Net (loss) gain on investments - due to related parties | — | — | (468 | ) | |||||||
| Change in fair value of financial liabilities | 16,146 | (20,946 | ) | (478 | ) | ||||||
| Equity method investment (loss) income | (12,592 | ) | (902 | ) | 893 | ||||||
| Realized gain on conversion of available for sale investment | 1,507 | — | — | ||||||||
| Loss on extinguishment of debt | (16,064 | ) | — | — | |||||||
| Loss on extinguishment of related party debt | (3,538 | ) | — | — | |||||||
| Loss on conversion of promissory notes | — | — | (1,119 | ) | |||||||
| Write-off of loan commitment fee asset | — | (10,041 | ) | — | |||||||
| Miscellaneous other expense | (46 | ) | (57 | ) | (64 | ) | |||||
| Total Non-operating (Expense) Income | (24,134 | ) | (33,078 | ) | 9,011 | ||||||
| Loss before Income Taxes | (488,833 | ) | (73,375 | ) | (27,766 | ) | |||||
| Income tax expense (benefit) | (13,483 | ) | (3,282 | ) | 432 | ||||||
| Net Loss | (475,350 | ) | (70,093 | ) | (28,198 | ) | |||||
| Less: net loss attributable to | |||||||||||
| Non-redeemable non-controlling interest | (182,033 | ) | (8,339 | ) | (11,762 | ) | |||||
| Net Loss Attributable to | (293,317 | ) | (61,754 | ) | (16,436 | ) | |||||
| Basic and diluted loss per share | $ | (5.39 | ) | $ | (1.41 | ) | $ | — | |||
| Basic and diluted weighted average common shares | 54,420,978 | 43,951,279 | — | ||||||||
Consolidated Statements of Cash Flows (in thousands) | |||||||||||
| Successor | Successor | Predecessor | |||||||||
| Year Ended 2025 | through December 31, 2024 | through 2024 | |||||||||
| Cash Flows Used in Operating Activities | |||||||||||
| Net loss | $ | (475,350 | ) | $ | (70,093 | ) | $ | (28,198 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Stock-based compensation | 27,872 | 16,338 | 1,056 | ||||||||
| Interest income on debt securities - related party | (394 | ) | (106 | ) | (110 | ) | |||||
| Change in fair value of financial liabilities | (16,146 | ) | 20,946 | 478 | |||||||
| Net loss on investments - due to related parties | — | — | 468 | ||||||||
| Write-off of loan commitment fee asset | — | 10,041 | — | ||||||||
| Non-cash interest expense on notes payable | 6,588 | 248 | 351 | ||||||||
| Net gain on investments | (131 | ) | — | (11,547 | ) | ||||||
| Accrued unpaid interest on note payable | 336 | 69 | 930 | ||||||||
| Equity method investment loss (income) | 12,592 | 902 | (893 | ) | |||||||
| Realized gain on conversion of available for sale investments | (1,507 | ) | — | — | |||||||
| Loss on extinguishment of debt | 16,064 | — | — | ||||||||
| Loss on extinguishment of related party debt | 3,538 | — | — | ||||||||
| Loss on conversion of promissory notes | — | — | 1,119 | ||||||||
| Deferred income taxes | (13,450 | ) | (3,301 | ) | 432 | ||||||
| Depreciation and amortization | 22,506 | 5,455 | 146 | ||||||||
| 346,557 | — | — | |||||||||
| Other costs, net | 195 | 64 | 185 | ||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | (811 | ) | (166 | ) | (117 | ) | |||||
| Prepaid expenses and other current assets | (11,676 | ) | (1,301 | ) | (1,353 | ) | |||||
| Inventory | 3,574 | (2,354 | ) | (2,824 | ) | ||||||
| Accounts payable | (1,392 | ) | (11,211 | ) | 6,013 | ||||||
| Accrued employee benefits | 1,727 | 1,656 | 3,838 | ||||||||
| Accrued expenses | (480 | ) | (484 | ) | 674 | ||||||
| Stock-based compensation liability | (921 | ) | 1,160 | — | |||||||
| Income taxes payable | 23 | — | — | ||||||||
| Other current liabilities | (358 | ) | (77 | ) | (146 | ) | |||||
| Contract liabilities | 947 | — | — | ||||||||
| Obligation to issue equity | — | 3,000 | 10,920 | ||||||||
| Other assets | (61 | ) | — | (20 | ) | ||||||
| Patent installment payable | (525 | ) | — | (250 | ) | ||||||
| (80,683 | ) | (29,214 | ) | (18,848 | ) | ||||||
| Cash Flows (Used in) Provided by Investing Activities | |||||||||||
| Investment in available-for-sale debt securities - equity method investee | (2,708 | ) | — | — | |||||||
| Investment in debt securities - equity method investee | — | — | (7,400 | ) | |||||||
| Advances to equity method investee | — | (4,240 | ) | (135 | ) | ||||||
| Acquisition of property, plant and equipment | (1,417 | ) | (266 | ) | (736 | ) | |||||
| Acquisition of intangible assets | — | (30 | ) | — | |||||||
| Acquisition of net assets, net of cash acquired, through business combination | — | 16 | — | ||||||||
| Proceeds from sale of investments | — | — | 2,314 | ||||||||
| Cash withdrawn from trust as a result of business combination | — | 11,342 | — | ||||||||
| (4,125 | ) | 6,822 | (5,957 | ) | |||||||
| Cash Flows Provided by Financing Activities | |||||||||||
| Proceeds from issuance of equity, net of issuance costs | 12,654 | 15,383 | 13,122 | ||||||||
| Proceeds from the issuance of equity to non-controlling interest, net of issuance costs | 71,377 | 4,169 | 13,859 | ||||||||
| Proceeds from the issuance of convertible promissory note | 4,350 | — | — | ||||||||
| Proceeds from the issuance of term convertible notes | 14,950 | — | — | ||||||||
| Proceeds from issuance of debt securities, net of issuance costs | 40,500 | 19,455 | — | ||||||||
| Payment of debts | (4,617 | ) | (250 | ) | (540 | ) | |||||
| Distributions to Stockholders | (76 | ) | (663 | ) | — | ||||||
| Proceeds from the issuance of promissory notes to related parties | — | — | 12,000 | ||||||||
| Repayment of promissory note | — | (4,628 | ) | — | |||||||
| Cash Flows Provided by Financing Activities | 139,138 | 33,466 | 38,441 | ||||||||
| — | — | ||||||||||
| Net Increase in Cash, Cash Equivalents and Restricted Cash | 54,330 | 11,074 | 13,636 | ||||||||
| Cash, Cash Equivalents and Restricted Cash Beginning of period | 11,119 | 45 | 2,575 | ||||||||
| Cash, Cash Equivalents and Restricted Cash End of period | $ | 65,449 | $ | 11,119 | $ | 16,211 | |||||
| Successor | Predecessor | |||||||
| Year Ended | through 2024 | through October 1, 2024 | ||||||
| Supplemental Cash Flow Information | ||||||||
| Cash paid for interest | $ | — | $ | 991 | $ | 1,070 | ||
| Supplemental Disclosure of Noncash Financing Information | ||||||||
| Accretion of redeemable units to redemption value | — | — | 11,950 | |||||
| Issuance of units to non-controlling interest in exchange of convertible promissory notes | — | — | 7,324 | |||||
| Conversion of working capital loans to equity method investees into investments in debt securities - related party | 4,375 | — | 2,600 | |||||
| Transfer of liability warrants to equity warrants in the Business Combination | — | 1,265 | — | |||||
| Initial recognition of loan commitment fee | — | 16,190 | ||||||
| Transfer of loan commitment fee asset | — | 6,694 | — | |||||
Non-GAAP Financial Measures (in thousands) | ||||||||||||
| Successor | Predecessor | S/P Combined (Non-GAAP) | ||||||||||
| Year Ended 2025 | Period from through 2024 | Period from through October 1, 2024 | Year ended 2024 | |||||||||
| (in thousands) | ||||||||||||
| Net loss | $ | (475,350 | ) | (70,093 | ) | (28,198 | ) | (98,291 | ) | |||
| Interest expense, net(1) | 9,678 | 11,173 | 1,300 | 12,473 | ||||||||
| Depreciation and amortization expense | 22,506 | 5,455 | 146 | 5,601 | ||||||||
| Income tax expense (benefit) | (13,483 | ) | (3,282 | ) | 432 | (2,850 | ) | |||||
| EBITDA | (456,649 | ) | (56,747 | ) | (26,320 | ) | (83,067 | ) | ||||
| Transaction and other related costs(2) | — | 2,309 | 9,414 | 11,723 | ||||||||
| Change in fair value of financial liabilities(3) | (16,146 | ) | 20,946 | 478 | 21,424 | |||||||
| Stock-based compensation(4) | 27,872 | 16,338 | 1,056 | 17,394 | ||||||||
| 346,557 | — | — | — | |||||||||
| Loss on extinguishment of debt(6) | 16,064 | — | — | — | ||||||||
| Loss on extinguishment of related party debt(7) | 3,538,000 | — | — | — | ||||||||
| Loss on conversion of promissory notes | — | — | 1,119 | 1,119 | ||||||||
| Adjusted EBITDA | (78,764 | ) | (17,154 | ) | (14,253 | ) | (31,407 | ) | ||||
(1) Interest expense, net – For the year ended
(2) Transaction and other related costs – For the combined twelve months ended December 31, 2024 this is comprised entirely of consulting, legal, and other professional fees related to the Business Combination.
(3) Change in fair value of financial liabilities – For the
(4) Stock based compensation – For the
(5)
(6) Loss on extinguishment of debt - For the
(7) Loss on extinguishment of related party debt - For the
Source: