Item 1. Financial Statements
Item 1. Financial Statements
INNIO N.V.
Consolidated Statements of Operations
(Unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
(in millions of $, except share and per share amounts)
Notes
2026
2025
2026
2025
Sales of equipment and products
2
$
569.3
$
354.1
$
891.8
$
564.3
Sales of services
2
368.4
305.4
714.7
589.2
Net sales
937.7
659.5
1,606.5
1,153.5
Cost of equipment and products sold
421.6
251.0
662.5
397.5
Cost of services sold
208.2
180.1
402.3
338.2
Gross profit
307.9
228.4
541.7
417.8
Selling, general, and administrative expenses
232.2
101.4
375.2
198.4
Research and development expenses
31.9
27.2
60.8
46.4
Other operating (income) expense—net
( 1.3
)
( 1.3
)
( 2.5
)
( 3.1
)
Operating income
45.1
101.1
108.2
176.1
Interest expense and related financing costs—net
52.9
21.5
123.7
50.1
Other (income) expense - net
( 3.7
)
( 0.9
)
( 6.9
)
( 1.5
)
Income (loss) before income taxes
( 4.1
)
80.5
( 8.6
)
127.5
Income tax expense
16
12.8
18.1
17.3
30.1
Net income (loss)
( 16.9
)
62.4
( 25.9
)
97.4
Net income (loss) attributable to non-controlling
interests
( 1.6
)
( 0.1
)
( 3.4
)
( 0.1
)
Net income (loss) attributable to INNIO N.V. shareholders
$
( 15.3
)
$
62.5
$
( 22.5
)
$
97.5
Earnings (loss) per share attributable to INNIO N.V.:
Basic
22
( 0.02
)
0.08
( 0.03
)
0.13
Diluted
( 0.02
)
0.08
( 0.03
)
0.13
Weighted-average number of shares outstanding:
Basic
750,000,000
750,000,000
750,000,000
750,000,000
Diluted
750,000,000
750,000,000
750,000,000
750,000,000
See accompanying notes to the Consolidated Financial Statements
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INNIO N.V.
Consolidated Statements of Comprehensive Income / (Loss)
(Unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
(in millions of $)
2026
2025
2026
2025
Net income (loss)
$
( 16.9
)
$
62.4
$
( 25.9
)
$
97.4
Other comprehensive income (loss), net of taxes:
Defined benefit plans
0.4
0.7
( 1.0
)
0.6
Currency translation adjustments
7.6
26.3
15.7
37.6
Cash flow hedges
( 9.2
)
( 5.6
)
( 9.5
)
( 7.5
)
Total other comprehensive income (loss), net of taxes
( 1.2
)
21.4
5.2
30.7
Comprehensive income (loss)
( 18.1
)
83.8
( 20.7
)
128.1
Less: comprehensive income (loss) attributable to the noncontrolling interests
( 1.8
)
( 0.1
)
( 3.7
)
( 0.1
)
Comprehensive income (loss) attributable to INNIO N.V. shareholders
$
( 16.3
)
$
83.9
$
( 17.0
)
$
128.2
See accompanying notes to the Consolidated Financial Statements.
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INNIO N.V.
Consolidated Statements of Financial Position
(Unaudited)
(in millions of $, except share data)
Note
June 30, 2026
December 31, 2025
Assets
Current assets:
Cash and cash equivalents
$
1,039.9
$
689.5
Accounts receivable—net
14
234.2
204.4
Inventories
12
958.1
601.2
Prepaid expenses
13
175.2
117.9
Other current assets
15
207.9
180.8
Total current assets
2,615.3
1,793.8
Property, plant, and equipment—net
5
599.1
540.4
Goodwill
4
1,648.8
1,686.6
Intangible assets—net
4
719.7
777.3
Other non-current
assets
15
141.1
104.4
Total assets
$
5,724.0
$
4,902.5
Liabilities
Current liabilities
Accounts payable
$
466.7
$
273.3
Contract liabilities
17
970.1
546.2
Accrued liabilities
18
235.4
186.1
Obligations under supplier finance programs
8
181.2
157.0
Obligations related to factoring arrangements
43.0
59.5
Other current liabilities
19
194.5
153.7
Total current liabilities
2,090.9
1,375.8
Long-term debt - net
7
2,607.1
2,647.4
Contract liabilities
17
426.8
269.9
Deferred taxes
16
204.3
214.6
Other non-current
liabilities
19
175.8
166.7
Total liabilities
5,504.9
4,674.4
Commitments and guarantees
21
Shareholders’ equity
20
Common stock
, € 0.04 nominal value; 750,000,000 shares issued and outstanding (1)
34.9
34.9
Additional paid-in
capital
111.6
103.2
Retained earnings
77.8
100.3
Accumulated other comprehensive loss
( 15.1
)
( 20.6
)
Total INNIO N.V. shareholders’ equity
209.2
217.8
Non-controlling
interests
9.9
10.3
Total shareholders’ equity
219.1
228.1
Total liabilities and shareholders’ equity
$
5,724.0
$
4,902.5
(1)
The nominal value, shares issued and outstanding and additional paid-in capital have been adjusted for the 2025 balance. Refer to Note 22 for more information.
See accompanying notes to the Consolidated Financial Statements.
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INNIO N.V.
Consolidated Statements of Changes in Shareholders’ Equity
(Unaudited)
Accumulated other comprehensive income (loss)
(in millions of $)
Common
stock
Additional
paid-in capital
Retained
earnings
Currency
translation
reserve
Cash flow
hedge reserve
Defined
benefit plans
reserve
Equity attributable to
shareholders of
INNIO N.V.
Non-controlling
interests
Total
Balance as of April 1, 2025
$
34.9
$
827.0
$
( 9.0
)
$
( 40.4
)
$
( 5.2
)
$
( 0.3
)
$
807.0
$
—
$
807.0
Net income (loss)
—
—
62.5
—
—
—
62.5
( 0.1
)
62.4
Other comprehensive income (loss), net of tax
—
—
—
26.3
( 5.6
)
0.7
21.4
—
21.4
Contribution from non-controlling
Interests
—
—
—
—
—
—
—
0.0
0.0
Balance as of June 30, 2025
$
34.9
$
827.0
$
53.5
$
( 14.1
)
$
( 10.8
)
$
0.4
$
890.9
$
( 0.1
)
$
890.8
Balance as of April 1, 2026
$
34.9
$
110.5
$
93.1
$
( 15.3
)
$
( 0.9
)
$
2.1
$
224.4
$
11.8
$
236.2
Net income (loss)
—
—
( 15.3
)
—
—
—
( 15.3
)
( 1.6
)
( 16.9
)
Other comprehensive income (loss), net of tax
—
—
—
7.8
( 9.2
)
0.4
( 1.0
)
( 0.2
)
( 1.2
)
Transactions with non-controlling
interests
—
—
—
—
—
—
—
( 0.1
)
( 0.1
)
Share-based compensation expense
—
1.1
—
—
—
—
1.1
—
1.1
Balance as of June 30, 2026
$
34.9
$
111.6
$
77.8
$
( 7.5
)
$
( 10.1
)
$
2.5
$
209.2
$
9.9
$
219.1
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Accumulated other comprehensive income (loss)
(in millions of $)
Common
stock
Additional
paid-in capital
Retained
earnings
Currency
translation
reserve
Cash flow
hedge reserve
Defined
benefit plans
reserve
Equity attributable to
shareholders of
INNIO N.V.
Non-controlling
interests
Total
Balance as of
January 1, 2025
$
34.9
$
827.0
$
( 44.0
)
$
( 51.7
)
$
( 3.3
)
$
( 0.2
)
$
762.7
$
—
$
762.7
Net income (loss)
—
—
97.5
—
—
—
97.5
( 0.1
)
97.4
Other comprehensive income (loss), net of tax
—
—
—
37.6
( 7.5
)
0.6
30.7
—
30.7
Contribution from non-controlling Interests
—
—
—
—
—
—
—
0.0
—
Balance as of June 30, 2025
$
34.9
$
827.0
$
53.5
$
( 14.1
)
$
( 10.8
)
$
0.4
$
890.9
$
( 0.1
)
$
890.8
Balance as of
January 1, 2026
$
34.9
$
103.2
$
100.3
$
( 23.5
)
$
( 0.6
)
$
3.5
$
217.8
$
10.3
$
228.1
Net income (loss)
—
—
( 22.5
)
—
—
—
( 22.5
)
( 3.4
)
( 25.9
)
Other comprehensive income (loss), net of tax
—
—
—
16.0
( 9.5
)
( 1.0
)
5.5
( 0.3
)
5.2
Contribution from Parent
—
7.3
—
—
—
—
7.3
—
7.3
Transactions with non-controlling
interests
—
—
—
—
—
—
—
3.3
3.3
Share-based compensation expense
—
1.1
—
—
—
—
1.1
—
1.1
Balance as of June 30, 2026
$
34.9
$
111.6
$
77.8
$
( 7.5
)
$
( 10.1
)
$
2.5
$
209.2
$
9.9
$
219.1
See accompanying notes to the Consolidated Financial Statements.
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INNIO N.V.
Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended June 30,
(in millions of $)
2026
2025
Net income (loss)
$
( 25.9
)
$
97.4
Adjustments to reconcile net income to cash from operating activities
Depreciation of property, plant, and equipment
33.6
26.7
Amortization of intangible assets
44.7
45.4
Accrued long-term incentive plan compensation
61.5
—
Foreign currency losses (gains)
33.7
( 11.7
)
Amortization of operating lease right-of-use assets
11.4
8.1
Other non-cash
expense (income)
32.0
11.8
Changes in assets and liabilities
Accounts receivable
( 33.7
)
20.2
Inventories
( 379.7
)
( 144.6
)
Prepaid expenses
( 58.8
)
( 4.1
)
Accounts payable
205.3
19.3
Contract liabilities
594.5
100.5
Accrued liabilities
( 7.3
)
( 38.1
)
All other assets and liabilities
( 67.7
)
( 40.3
)
Net cash provided by operating activities
443.6
90.6
Additions to property, plant, and equipment
( 94.1
)
( 39.4
)
Additions to intangible assets
( 7.5
)
( 8.8
)
All other investing activities
0.3
2.3
Net cash used for investing activities
( 101.3
)
( 45.9
)
Repayment of loans and borrowings
( 3.8
)
( 3.0
)
Proceeds / (payments) from supplier finance programs, net
29.2
52.4
Payments for obligations from finance lease and sale-and-leaseback
transactions
( 1.7
)
( 2.2
)
Proceeds from contribution from non controlling interest
3.3
—
Transaction costs related to new loans and refinancing of existing loans
( 6.6
)
—
All other financing activities
( 2.9
)
( 1.9
)
Net cash provided by financing activities
17.5
45.3
Effect of currency exchange rate changes on cash and cash equivalents
( 9.4
)
16.9
Increase in cash and cash equivalents
350.4
106.8
Cash and cash equivalents at the beginning of the period
689.5
378.5
Cash and cash equivalents at the end of the period
$
1,039.9
$
485.3
Supplemental disclosure of cash flows information
Cash paid during the period for interest
( 91.9
)
( 73.2
)
See accompanying notes to the Consolidated Financial Statements.
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INNIO N.V.
Notes to the Consolidated Financial Statements (Unaudited)
Note 1. Operations and summary of significant accounting policies
1.1. Organization. INNIO N.V. (the “Company,” “INNIO,” or the “Group”), formerly known as INNIO Holding GmbH, is a global provider of distributed power generation equipment and services operating primarily under the Jenbacher and Waukesha brands. Refer to section 1.2 Reorganization, below for further details. The Group designs, manufactures, and services gas-fueled
reciprocating engines and related solutions for industrial, commercial, municipal and data center applications, with primary operations in Austria, the United States, and Canada, supported by a worldwide services network. The Group reports financial results through two operating segments: Equipment and Services.
1.
The Equipment segment designs, manufactures, and sells new engines, product-related equipment and related solutions addressing data center, power solutions, and compression business lines.
2.
The Services segment provides aftermarket services through an engine’s lifecycle, including long-term service agreements, spare parts, overhauls, remanufacturing of engines and components, digital solutions, and service-related activities.
1.2. Reorganization. On September 26 2025, the Company completed a reorganization of its legal entity structure, whereby the accounting predecessor INNIO Group Holding GmbH became an indirect wholly-owned subsidiary of INNIO Holding GmbH. The Reorganization was accounted for as a transaction under common control and reflected prospectively from the date of transfer. See our audited consolidated financial statements for the year ended December 31, 2025 as disclosed in our final prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, in connection with our IPO (the “Prospectus”).
On June 3, 2026, INNIO Holding GmbH was converted, without interruption of its existence as legal entity, from a German limited liability company ( Gesellschaft mit beschränkter Haftung
) into INNIO Group Holding B.V., a Dutch private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid
). Following such conversion, the nominal value of the then
25,000 outstanding common shares in INNIO Group Holding B.V. was reduced to EUR
0.04 , and
749,975,000 new common shares were issued to our Principal Shareholder.
Thereafter, without interruption of its existence as legal entity, INNIO Group Holding B.V. was converted into a public company under Dutch law ( naamloze vennootschap
), and our legal name changed to INNIO N.V. Refer to Note 22 – Earnings (loss) per share for more information.
1.3. Basis of presentation. The unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) applicable to interim financial statement and present the historical results of operations, comprehensive income (loss) and changes in equity for the three and six months ended June 30, 2026 and 2025, the financial position as of June 30, 2026 and December 31, 2025 and cash flows for the six months ended June 30, 2026 and 2025. Certain information related to our significant accounting policies and note disclosures have been condensed or omitted. In the opinion of management, the unaudited Consolidated Financial Statements for the interim periods presented include all adjustments necessary to present a fair statement of the results for such interim periods. These unaudited consolidated financial statements should be read in conjunction with our annual audited consolidated financial statements, related notes and significant accounting policies for the fiscal year ended December 31, 2025, as disclosed in our final prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, in connection with our IPO (the “Prospectus”). The unaudited consolidated financial statements are presented in millions of U.S. dollars (“USD”), unless otherwise stated. Certain amounts may not sum due to rounding and percentages are calculated based on underlying amounts expressed in
millions.
1.4. Use of Estimates. The preparation of the unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates based on assumptions about current, and for certain estimates, future, economic and market conditions that affect reported amounts and related disclosures. These assumptions are deemed to be reasonable under the circumstances and although current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from expectations, which could materially affect the results of operations, financial position and cash flows.
Estimates are used for, but are not limited to, determining the point in time when control transfers to the customer for revenues, contract margins and costs to complete the project when applying the percentage-of-completion
method for revenues, recognition and measurement of warranty obligations, impairment assessments of goodwill and indefinite-lived intangible assets, contingent consideration liabilities, fair-value measurements, and the recognition and measurement of deferred tax asset valuation allowances.
For further information on our significant accounting policies, please refer to our annual audited consolidated financial statements for the fiscal year ended December 31, 2025, filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, in connection with our IPO (the “Prospectus”).
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1.5 Equity method investments.
Equity method investments represent investments in entities over which the Company has the ability to exercise significant influence, but not control. The initial investments in these entities are recorded at cost and subsequently adjusted for the Company’s proportionate share of the investees’ net income or losses. Where the Company executes transactions with its equity method investments, its proportionate share in any profits or losses of an equity method investment is eliminated until realization of the related profit and losses by the investee. Dividends received from equity method investees reduce the carrying amount of investment when received and do not impact the Company’s earnings. Equity method investments are assessed for other-than-temporary impairment when indicators suggest that its carrying amount may not be recoverable. Investments are presented within Other non-current
assets in the consolidated statements of financial position and the Company’s share of the results from these investments is reported in consolidated statements of operations within Other (income) expense - net.
As of June 30, 2026, the Company’s equity method investments balance consists of a 24.9 % interest in Nordic (Luxembourg) S.à r.l. (“Nordic LuxCo”). The equity method investment is recognized in Other non-current
assets in the consolidated statements of financial position. The loss from equity method investments for the three and six months ended June 30, 2026 was $ 0.7 million and $ 0.7 million, respectively. Refer to Note 25 – Related party transactions and Note 26 – Variable interest entities for further information.
1.6. Recently adopted accounting standards.
Financial instruments - Credit losses (ASU 2025-05,
Topic 326). In July 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-05,
which amends ASC 326-20
to provide a practical expedient that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. Beginning fiscal 2026, the Company adopted ASU 2025-05
and applied the practical expedient, which did not have a material impact on the consolidated financial statements or disclosures.
1.7. Accounting standards issued but not yet adopted.
Disaggregation of income statement expenses (ASU 2024-03, Subtopic 220-40)
. In November 2024, the FASB issued ASU 2024-03,
which requires tabular disaggregation of specified natural expense categories (for example, employee compensation, depreciation, amortization of intangibles, and inventory-related costs) that are included in income statement captions such as cost of sales and SG&A. The amendments are effective for annual periods beginning after December 15, 2026 (calendar year 2027), with interim periods beginning after December 15, 2027. The Company is evaluating the impact; no recognition or measurement changes are expected, but note disclosure may expand upon adoption.
Derivatives and revenue recognition (ASU 2025-07, Topics 815 and 606).
In September 2025, the FASB issued ASU 2025-07,
Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The amendments refine the scope of derivative accounting by introducing a new scope exception for certain non-exchange-traded
contracts and clarify the accounting for share-based noncash consideration received from customers in revenue arrangements. The amendments are effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is evaluating the impact of the amendments on its accounting policies and disclosures; no recognition or measurement changes are expected.
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Derivatives and hedging (ASU 2025-09, Topic 815)
. In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which makes targeted amendments to hedge accounting guidance intended to better align accounting with entities’ risk management activities and to clarify certain aspects of cash flow, fair value, and net investment hedges. The amendments are effective for fiscal years beginning after December 15, 2026 for public business entities and after December 15, 2027 for all other entities, with early adoption permitted. The Company is evaluating the impact of the amendments on its hedge accounting policies and disclosures; no recognition or measurement changes are expected.
Government grants (ASU 2025-10, Topic 832).
In December 2025, the FASB issued ASU 2025-10, which adds guidance to ASC 832 on the recognition, measurement, and presentation of government grants. The amendments are effective for fiscal years beginning after December 15, 2028, with early adoption permitted. The Company is evaluating the impact of these amendments.
All other ASUs issued but not yet adopted were assessed and determined that they either were not applicable or were not expected to have a material impact on our financial statements.
Note 2. Revenue from contracts with customers
Disaggregation of sales
. The Company’s sales are disaggregated by geographic market and by type as follows for the three months ended June 30, 2026 and 2025:
Three Months Ended June 30, 2026
(in millions of $)
Equipment
Service
Total
Germany
27.9
54.3
82.2
Total Europe
143.7
172.2
315.9
United States
320.3
83.6
403.9
Total North America
334.5
105.0
439.5
Rest of World
91.1
91.2
182.3
Total
569.3
368.4
937.7
Three Months Ended June 30, 2025
(in millions of $)
Equipment
Service
Total
Germany
25.0
50.0
75.0
Total Europe
109.4
153.6
263.0
United States
150.5
50.1
200.6
Total North America
151.3
69.7
221.0
Rest of World
93.4
82.1
175.5
Total
354.1
305.4
659.5
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The Company’s sales are disaggregated by geographic market and by type as follows for the six months ended June 30, 2026 and 2025:
Six Months Ended June 30, 2026
(in millions of $)
Equipment
Service
Total
Germany
46.7
107.7
154.4
Total Europe
231.9
347.2
579.1
United States
500.7
143.5
644.2
Total North America
520.6
184.7
705.3
Rest of World
139.3
182.8
322.1
Total
891.8
714.7
1,606.5
Six Months Ended June 30, 2025
(in millions of $)
Equipment
Service
Total
Germany
47.3
100.6
147.9
Total Europe
152.8
300.1
452.9
United State
s
243.3
100.9
344.2
Total North America
252.3
136.7
389.0
Rest of World
159.2
152.4
311.6
Total
564.3
589.2
1,153.5
Revenues from customers are attributed to geographic areas based on the end customer’s location when known at the time of revenue recognition. In case of stock orders by distributors or packagers where the end customer location is not known at the time of the sale, the ship to location is used. Information is aggregated as Europe, North America and Rest of World.
Remaining Performance Obligations
As of June 30, 2026, the Company entered into contracts with customers for which revenue has not been recognized as the performance obligations have not yet been satisfied. The amount of unsatisfied performance obligations is $ 8.8 billion, with approximately 79 % of the amount expected to be recognized in the 24 months following June 30, 2026. The Company expects to recognize this revenue as the remaining performance obligations are satisfied.
Note 3. Segment reporting
Effective December 2025, the Company realigned its internal reporting structure to reflect changes in how the Chief Operating Decision Maker (“CODM”) reviews budgets and forecasts, operating results, evaluates performance and allocates resources. As a result, the Company now manages its business in two reportable segments: (i) Equipment and (ii) Services.
•
The Equipment Segment designs, manufactures, and sells new Jenbacher and Waukesha engines, project-related equipment, and related solutions. Equipment segment revenues are further disaggregated by end market into Data Center, Power Solutions, and Compression, consistent with how the CODM evaluates performance across key markets.
•
The Services Segment provides aftermarket services through an engine’s lifecycle, including long-term service agreements, spare parts, overhauls, remanufacturing of engines and components, digital solutions, and other service-related activities.
Prior to December 2025, the Company’s internal management reporting was prepared in accordance with International Financial Reporting Standards (“IFRS”). For purposes of these consolidated financial statements, segment information for the three months and six months ended June 30, 2025 has been converted to U.S. GAAP and revised to be consistent with the aforementioned modified segment organization and reporting structure, as well as the Company’s presentation currency.
1 3
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The Company’s CODM is the senior management team, consisting of the Chief Executive Officer
and Chief Financial Officer.
The CODM uses Adjusted Segment EBITDA as the primary measure of segment profit or loss to assess segment performance and allocate resources. The CODM reviews Adjusted Segment EBITDA by segment in the annual budgeting process and in quarterly business reviews, including comparisons to budget, prior year and the latest forecast. These reviews are used by the CODM to make decisions regarding prioritization of resources (such as staffing and discretionary spending), sequencing of operational initiatives, and capital investment priorities across the Equipment and Services Segments.
Adjusted Segment EBITDA is defined as earnings before interest, income taxes, depreciation and amortization, adjusted for items that management believes are not indicative of core operating performance, including restructuring costs, transaction related costs associated with acquisitions and other strategic activities, transformation costs related to significant organizational change initiatives, costs incurred for IPO and public-market readiness costs and share-based compensation.
Certain corporate functions, including Group Management, Compliance, Executive Consultancy, Communication, Group Treasury, Transformation and Legal are not allocated to operating segments and are reported as unallocated corporate costs. Other shared costs may be allocated to segments based on usage, when applicable, in a manner consistent with the CODM reporting package.
Revenues are reported for the Equipment and Service groupings described above; sub-unit
information is presented where it is regularly provided to the CODM.
Three Months Ended June 30,
Six Months Ended June 30,
(in millions of $)
2026
2025
2026
2025
Equipment revenue
Data Center
232.4
118.0
339.4
170.3
Power Solutions
273.6
181.5
441.7
295.8
Compression
63.3
54.6
110.7
98.2
Total equipment revenue
569.3
354.1
891.8
564.3
Service revenue
Transactional
236.1
192.8
442.3
364.8
Contractual
132.3
112.6
272.4
224.4
Total service revenue
368.4
305.4
714.7
589.2
Total revenue
937.7
659.5
1,606.5
1,153.5
Contractual Service Agreements (“CSAs”), which cover parts and labor, and Material Stream Agreements (“MSAs”), which cover parts only, together comprise our long-term service agreements (“LSAs”). LSAs and digital solutions including myPlant together form Contractual Services. Transactional services cover transactional parts and labor, overhaul and repair, engine conversions, modifications and upgrades (“CM&U”) and commissioning.
There are no intersegment revenues in the periods presented.
The following expense categories are regularly reviewed by the CODM and are included in the determination of Adjusted Segment EBITDA:
•
Cost of goods and services sold, including materials and components, direct manufacturing labor, warranty provisions, cost of quality, logistics and freight, other variable costs, manufacturing variances from standard costs, and variable factory overhead.
•
Selling, general & administrative expenses, including selling, marketing, and segment-level administrative costs.
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•
Research and development expenses, and
•
Other segment items, primarily consisting of other operating income or expense, non-significant
cost categories, and limited management adjustments reviewed by the CODM.
Selected financial information for each segment is as follows:
Three Months Ended June 30, 2026
(in millions of $)
Equipment
Service
Total from
Reportable Segments
Total revenue
569.3
368.4
937.7
Less: Significant segment expenses regularly provided to the CODM (a)
Cost of goods and services sold
( 421.6
)
( 208.2
)
( 629.8
)
Research and development
( 20.6
)
( 11.3
)
( 31.9
)
Selling, general and administrative expenses
( 65.0
)
( 53.6
)
( 118.6
)
Depreciation and amortization
14.4
12.7
27.1
Other non-cash
items (b)
1.2
0.8
2.0
Management adjustments (c)
0.4
0.9
1.3
Other segment items (d)
0.5
0.1
0.6
Adjusted Segment EBITDA (e)
78.6
109.8
188.4
Three Months Ended June 30, 2025
(in millions of $)
Equipment
Service
Total from
Reportable Segments
Total revenue
354.1
305.4
659.5
Less: Significant segment expenses regularly provided to the CODM (a)
Cost of goods and services sold
( 251.0
)
( 180.1
)
( 431.1
)
Research and development
( 13.9
)
( 13.3
)
( 27.2
)
Selling, general and administrative expenses
( 35.9
)
( 40.6
)
( 76.5
)
Depreciation and amortization
11.3
13.3
24.6
Other non-cash
items (b)
1.2
0.9
2.1
Management adjustments (c)
0.1
0.5
0.6
Other segment items (d)
0.2
( 0.2
)
—
Adjusted Segment EBITDA (e)
66.1
85.9
152.0
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Six Months Ended June 30, 2026
(in millions of $)
Equipment
Service
Total from
Reportable Segments
Total revenue
891.8
714.7
1,606.5
Less: Significant segment expenses regularly provided to the
CODM (a)
Cost of goods and services sold
( 662.5
)
( 402.3
)
( 1,064.8
)
Research and development
( 39.3
)
( 21.5
)
( 60.8
)
Selling, general and administrative expenses
( 120.5
)
( 100.3
)
( 220.8
)
Depreciation and amortization
27.1
25.2
52.3
Other non-cash
items (b)
3.3
2.2
5.5
Management adjustments (c)
0.6
1.5
2.1
Other segment items (d)
1.0
0.3
1.3
Adjusted Segment EBITDA (e)
101.5
219.8
321.3
Six Months Ended June 30, 2025
(in millions of $)
Equipment
Service
Total from
Reportable Segments
Total revenue
564.3
589.2
1,153.5
Less: Significant segment expenses regularly provided to the
CODM (a)
Cost of goods and services sold
( 397.5
)
( 338.2
)
( 735.7
)
Research and development
( 23.8
)
( 22.6
)
( 46.4
)
Selling, general and administrative expenses
( 73.3
)
( 80.9
)
( 154.2
)
Depreciation and amortization
21.9
26.1
48.0
Other non-cash
items (b)
2.1
1.6
3.7
Management adjustments (c)
0.1
0.9
1.0
Other segment items (d)
0.5
0.1
0.6
Adjusted Segment EBITDA (e)
94.3
176.2
270.5
Note s:
(a)
Significant segment expenses represent categories that are regularly provided to and used by the CODM to assess performance and allocate resources. These include Cost of equipment and products sold, Cost of services sold, Selling, general and administrative expenses, Research and development expenses, and Other segment items that are not individually significant.
(b)
Other non-cash
items include amortization expenses of capitalized costs to obtain contracts.
(c)
Management adjustments are described below in the reconciliation of Adjusted Segment EBITDA to Net income.
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Table of Contents
(d)
Other segment items represent the residual components of the CODM measure of segment profit that are not otherwise separately disclosed as revenue or significant expense categories. It primarily includes Other operating (income) expense—net and other non-significant
cost categories (including certain shared or allocated costs included in segment results) that are reviewed by the CODM in aggregate (e.g., foreign currency transaction gains and losses, gains and losses on asset disposals, and miscellaneous operating items).
(e)
Adjusted Segment EBITDA is the CODM’s segment profit measure. Corporate/unallocated costs (“HQ”) are not included in Adjusted Segment EBITDA and are presented in the reconciliation to consolidated Net income.
The above expense categories are derived from internal management reports and may not correspond directly to the line items in the consolidated statements of operations. The reconciliation below represents how segment results reconcile to the consolidated financial statements.
Reconciliation of Adjusted Segment EBITDA to Net income
Adjusted Segment EBITDA is reconciled to Net income by presenting unallocated corporate costs not included in segment results, management adjustments, other non-cash
items, depreciation and amortization, Interest and other financial charges—net, non-operating
income (expense) and Income tax expense.
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Three Months Ended June 30,
Six Months Ended June 30,
(in millions of $)
2026
2025
2026
2025
Total Adjusted Segment EBITDA
188.4
152.0
321.3
270.5
Unallocated corporate costs (HQ & other not included in Adjusted Segment EBITDA)
( 16.1
)
( 7.9
)
( 26.5
)
( 12.4
)
Acquisition and Divestment related gains (losses) - net
( 0.5
)
( 0.7
)
( 0.7
)
( 0.4
)
Transaction costs
( 0.5
)
—
( 4.6
)
—
Transformation costs
( 1.8
)
( 3.1
)
( 5.3
)
( 5.7
)
IPO and Public market readiness costs
( 81.2
)
( 0.1
)
( 91.1
)
( 0.1
)
Share-based compensation
( 1.1
)
—
( 1.1
)
—
Management adjustments
( 85.1
)
( 3.9
)
( 102.8
)
( 6.2
)
Other non-cash
items
( 2.0
)
( 2.1
)
( 5.5
)
( 3.7
)
Depreciation and amortization
( 40.1
)
( 37.0
)
( 78.3
)
( 72.1
)
Other income (expense) - net
3.7
0.9
6.9
1.5
Interest expense and related financing costs - net
( 52.9
)
( 21.5
)
( 123.7
)
( 50.1
)
Income tax expense
( 12.8
)
( 18.1
)
( 17.3
)
( 30.1
)
Net income (loss)
( 16.9
)
62.4
( 25.9
)
97.4
Management adjustments include the following breakdowns, and are reviewed by the CODM:
•
Acquisition and divestment related gains and losses incurred in connection with planned and completed acquisitions, including legal and professional fees. Contingent consideration arrangements (earn-outs) relate to specific acquisitions.
•
Transaction costs include legal and professional fees related to legal reorganization, as well as adapting INNIO’s financing structure.
•
Transformation costs include costs in a given year incurred in relation to significant organizational change initiatives, including capacity expansion initiatives. This includes the ramp up of our business transformation efforts to support our capacity expansion initiatives to strengthen internal manufacturing and supply chain foundations, supported by dedicated third-party expertise to accelerate the capacity uplift. Costs also include those associated with streamlining management structures, processes and operational performance.
•
IPO and Public market readiness costs that the Company incurs to implement financial statements in US GAAP, including: implementing SOX-compliant internal controls, improving processes and organization required for public US markets, bonuses linked to successful public offering including long-term incentive plans, and legal and advisory fees related to INNIO’s IPO. During the six months ended June 30, 2026, the Company incurred the following costs:
•
Long-term incentive program 2023
$ 61.5 million
•
Costs related to financial statements in US GAAP
$ 20.8 million
•
Advisory fees
$ 4.1 million
•
Others
$ 3.7 million
•
Legal fees
$ 1.0 million
•
Share-based compensation represents RSUs awarded under the 2026 Incentive Award Plan.
Assets by segment are not disclosed because such information is not regularly reviewed by the CODM in allocating resources or assessing segment performance.
Note 4. Goodwill and intangible assets
The following table summarizes the changes in the carrying amount of goodwill for the six months ended June 30, 2026:
2026
(in millions of $)
Equipment
Services
Total
Balance as of January 1
618.8
1,067.8
1,686.6
Remeasurement
—
—
—
Foreign currency effect
( 13.9
)
( 23.9
)
( 37.8
)
Balance as of June 30
604.9
1,043.9
1,648.8
Intangible assets:
June 30, 2026
(in millions of $)
Gross carrying
amount
Accumulated
amortization
Net
Customer relationships
886.9
( 485.8
)
401.1
Capitalized development costs
460.4
( 344.0
)
116.4
Trade names & trademarks (indefinite)
202.0
—
202.0
Developed technology
0.8
( 0.6
)
0.2
Total (1)
1,550.1
( 830.4
)
719.7
(1)
Certain intangible assets are denominated in foreign currencies. As such, the change in intangible assets includes a component attributable to foreign currency translation.
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Table of Contents
December 31, 2025
(in millions of $)
Gross carrying
amount
Accumulated
amortization
Net
Customer relationships
912.4
( 473.4
)
439.0
Capitalized development costs
465.3
( 334.2
)
131.1
Trade names & trademarks (indefinite)
207.0
—
207.0
Developed technology
0.8
( 0.6
)
0.2
Total (1)
1,585.5
( 808.2
)
777.3
(1)
Certain intangible assets are denominated in foreign currencies. As such, the change in intangible assets includes a component attributable to foreign currency translation.
Amortization expense of definite-lived intangible assets amounted to $ 22.3 million and $ 22.8 million for the three months ended June 30, 2026, and 2025, and
$ 44.7 million and $ 45.4 million for the six months ended June 30, 2026 and 2025, respectively.
During the six months ended June 30, 2026, the Company did not identify any reporting units or indefinite-lived intangibles that required an impairment test.
Note 5. Property, plant and equipment—net
Property, plant and equipment—net is comprised of the following:
(in millions of $)
June 30, 2026
December 31, 2025
Property, plant, and equipment—original cost
965.1
881.2
Accumulated depreciation
( 366.0
)
( 340.8
)
Total Property, plant, and equipment—net
599.1
540.4
Depreciation related to property, plant and equipment amounted to $ 17.9 million and $ 14.2 million for the three months ended June 30, 2026 and 2025 ,
and $ 33.6 million and $ 26.7 million for the six months ended June 30, 2026 and 2025, respectively.
Finance lease right-of-use
(“ROU”) assets had a net carrying amount of $ 25.7 million and $ 17.0 million as of June 30, 2026 and December 31, 2025, respectively.
Note 6. Leases
The Company leases offices, manufacturing facilities, vehicles, and other equipment.
Operating lease ROU assets are included in other non-current
assets in the consolidated statements of financial position. The current portion of operating lease liabilities is included in Other current liabilities, and the long-term portion is included in Other non-current
liabilities in the consolidated statements of financial position. Operating lease expense is included within Cost of equipment and products sold, Cost of services sold and selling, general and administrative expenses within the consolidated statements of operations.
(in millions of $)
June 30, 2026
December 31, 2025
Current portion of operating lease liability
21.0
18.4
Non-current
portion of operating lease liability
60.3
50.9
Total operating lease liability
81.3
69.3
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Table of Contents
Finance lease ROU assets are included within Property, plant and equipment—net in the consolidated statement of financial position. The current portion of finance lease liabilities is included in Other current liabilities, and the long-term portion is included in Other non-current
liabilities in the consolidated statements of financial position.
(in millions of $)
June 30, 2026
December 31, 2025
Current portion of finance lease liability
8.5
2.7
Non-current
portion of finance lease liability
18.0
15.1
Total finance lease liability
26.5
17.8
The break out of the Company’s lease expenses are as follows:
Three Months Ended June 30,
(in millions of $)
2026
2025
Operating lease expense
7.1
5.1
Short term lease expense
0.6
0.1
Finance leases—amortization
1.0
0.3
Finance leases—interest
0.3
0.2
Total lease expense
9.0
5.7
Six Months Ended June 30,
(in millions of $)
2026
2025
Operating lease expense
13.5
9.5
Short term lease expense
0.7
0.2
Finance leases—amortization
1.8
0.6
Finance leases—interest
0.6
0.3
Total lease expense
16.6
10.6
No variable lease expense was incurred for the three and six months ended June 30, 2026 and 2025.
Note 7. Long-term debt—current and non-current
The Company’s current and non-current
portions of long-term debt are comprised of the following:
(in millions of $)
June 30, 2026
December 31, 2025
Long-term debt—net
2,607.1
2,647.4
Current portion of Long-term debt—net
11.6
11.4
Total
2,618.7
2,658.8
Unamortized issuance
costs deducted from debt were $
9.2 million and $
14.0 million as of June 30, 2026 and December 31, 2025, respectively.
Available facilities as of June 30, 2026 are:
Facility drawn
Nominal
Amount (a)
Currency
Rate /Margin (b)
Maturity
Term Loan B—EUR
1,100.0
EUR
Euribor + 2.00 % ( 0 % floor)
11/2/2031
Term Loan B—USD
1,339.5
USD
SOFR + 1.75 % ( 0 % floor)
11/2/2031
Term Facility—CAD
49.0
CAD
CORRA + 1.36 %
9/25/2030
Facility undrawn
Revolving Credit Facility (RCF)
210.0
EUR
SOFR/Euribor + 2.00 %
5/2/2031
Ancillary Facility – ERSTE Bank (c)
40.0
EUR
SOFR/Euribor + 2.50 %
7/31/2027
Ancillary Facility – HELABA
50.0
EUR
SOFR/Euribor + 2.00 %
5/2/2031
(a)
Nominal amounts without principal amortization payments.
(b)
The table includes the conditions as of 30.06.2026 and loans bear variable interest rates based on Secured Overnight Finance Rate (“SOFR”), Euro Interbank Offered Rate (“EURIBOR”) or Canadian Overnight Repo Rate Average (‘‘CORRA’’) plus applicable margins depending on the leverage ratios.
(c)
$
36.5 million of the ERSTE Bank ancillary facility line was temporarily allocated to the supplier finance program as of June 30, 2026.
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Table of Contents
Interest expense on loans & borrowings (including the effect of hedging) were $ 34.3 million and $ 28.0 million for the three months ended June 30, 2026 and 2025
and $ 68.8 million and $ 56.0 million for the six months ended June 30, 2026 and 2025, respectively.
Amortization of issuance costs and debt extinguishment costs were $ 0.4 million and $ 1.1 million for the three months ended
June 30, 2026 and 2025
and $ 7.8 million and $ 2.1 million for the six months ended June 30, 2026 and 2025, respectively.
The following table summarizes the undiscounted future cash outflows of the Company’s long-term debt including interest:
(in millions of $)
2026
2027
2028
2029
2030
Thereafter
Total
Principal
7.6
15.8
14.6
15.1
44.7
2,530.1
2,627.9
Interest
64.8
127.9
127.4
126.3
125.2
103.6
675.2
Total
72.4
143.7
142.0
141.4
169.9
2,633.7
3,303.1
On February 16, 2026, the Company amended the SFA and refinanced the Facility B2. Following the amendment, commitments under the Facility B (EUR) and Facility B (USD) were € 1,100.0 million and $ 1,339.5
million, respectively. The amendment lowered the margin of Facility B (EUR) and Facility B (USD) to 2.5 % and 2.0 %, which resulted in effective margins used to amortize debt issuance costs of 2.56 % and 2.06 %, respectively (please refer above for the structure of effective interest rate). As a result of the amended SFA, the facilities will mature on November 2, 2031. The Euro-denominated loan facility is to be repaid at maturity, the U.S. dollar-denominated facility requires quarterly installment payments of $ 3.3 million beginning mid-2026.
As of June 30, 2026, € 1,100.0 million and $ 1,336.2
million, respectively, were still outstanding.
The Company evaluated the February 16, 2026 refinancing under ASC 470-50,
Debt—Modifications and Extinguishments, to determine whether the transaction represented a debt modification or extinguishment. This evaluation was performed on a lender-by-lender
basis and considered changes in lender participation and whether changes in terms were substantial. For lenders that exited the syndicate, the refinancing was accounted for as a debt extinguishment, and the related unamortized debt issuance costs were expensed. For lenders that reduced their commitments, a proportionate amount of previously capitalized financing costs was expensed. For continuing lenders whose modified terms did not result in a change in the present value of future cash flows exceeding 10%, the refinancing was accounted for as a debt modification, with third-party fees expensed.
As a result of the refinancing, the Company expensed $ 3.0 million of unamortized debt issuance costs related to the portions of the SFA accounted for as extinguishments and continues to amortize $ 8.2 million of deferred financing costs related to the portion of debt that remained outstanding and was accounted for as a modification. In addition, the Company incurred new financing costs of $ 3.3 million, which were expensed in accordance with the ASC 470 assessment.
Upon the c losing
of the IPO on June 5 2026, the margin (at each level of the margin ratchet) applicable to the Term Loan B facilities and the RCF was reduced by
0.50 % per annum (subject to a minimum floor of
1.75 % applicable to Consolidated Term Loan B – USD only).
The Company also has access to a revolving credit facility (“RCF”) and ancillary facilities.
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Table of Contents
In June 2026, the Company executed an amend and extend transaction for the RCF of $ 225 million and the € 250 million guarantee facility. The RCF was increased and redenominated from $ 225.0 million (comprising of $ 140.0 million RCF, $ 45.0 million ancillary facility with Landesbank Hessen-Thüringen
Girozentrale, as well as a $ 40.0 million ancillary facility with Erste Group Bank AG) to € 300.0 million (comprising of € 210.0 million RCF, € 50.0 million ancillary facility with Landesbank Hessen-Thüringen
Girozentrale ,
as well as a € 40.0 million ancillary facility with Erste Group Bank AG).
As
part of the transaction, the maturity of the € 250.0 million guarantee facility, the € 210.0 million RCF and the € 50.0 million ancillary facility with Landesbank Hessen-Thüringen
Girozentrale was extended from May 2028 to May 2031. As a result of the refinancing, the Company incurred new financing costs of $ 3.3 million which were capitalized in accordance with the ASC 470 assessment and will be amortized over the facility term.
Separately in June 2026, the maturity of the € 40.0 million ancillary facility with Erste Group Bank AG was extended from July 2026 to July 2027 (subject to annual extension).
The RCF is subject to an annual
commitment fee equal to 30 % of the applicable revolving facility margin, calculated on the undrawn amount of the RCF.
The Company’s borrowings are primarily secured by a pledge of shares in subsidiaries,
liens over the Company’s bank accounts along with certain assets of the Company, mainly relating to the North American subsidiaries.
The total assets pledged as collateral in connection with the Company’s borrowing arrangements were:
(in millions of $)
June 30, 2026
December 31, 2025
Cash and cash equivalents
697.4
430.4
Accounts receivable—net
106.9
78.4
Inventories
429.4
221.4
Other current assets
25.5
8.4
Property, plant, and equipment—net
118.3
106.3
Intangible assets—net
26.7
27.8
Other non-current
assets
12.7
10.0
Total
1,416.9
882.7
The Company was in compliance with all applicable financial covenants as of June 30, 2026 and December 31, 2025. In the event of non-compliance
with the financial covenants or the occurrence of an event of default under the Senior Facilities Agreement (“SFA”), the lenders may, at their discretion, exercise remedies available under the agreement, including acceleration of outstanding borrowings. Fees related to the unused portions of the facilities were not material for the six months ended June 30, 2026 and 2025.
Note 8. Obligations under supplier finance programs
The Company maintains supplier finance arrangements (also referred to as “reverse factoring”) with certain financial institutions to facilitate early payment to participating suppliers. The Company’s payment terms with these suppliers, which are considered to be commercially reasonable, generally extend up to 180 days.
INNIO N.V. and other subsidiaries provide a guarantee in connection with these supplier finance arrangements. No additional assets are pledged as collateral. The settlement terms for trade payables subject to these programs are consistent with the Company’s standard payment terms.
As of June 30, 2026 and December 31, 2025, outstanding obligations under supplier finance programs were $ 181.2 million and $ 157.0 million, respectively.
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Table of Contents
Note 9. Warranty provisions
The Company recognizes warranty provisions for the estimated costs of fulfilling its warranty obligations. Warranty provisions are categorized as either general or specific.
Warranty provisions are presented within the Company’s other current liabilities and other non-current
liabilities in the consolidated statements of financial position. Warranty provisions were $ 59.4 million and $ 60.8 million as of June 30, 2026 and December 31, 2025, respectively.
Standard warranty coverage generally ranges from 12 to 36 months from delivery or commissioning, depending on the product line, and provisions reflect the estimated costs over the applicable coverage period.
(in millions of $)
2026
2025
Balance as of January 1
60.8
55.1
Current year provisions
14.0
11.1
Expenditure
( 9.5
)
( 8.8
)
Other changes
( 5.9
)
2.7
Balance as of June 30
59.4
60.1
current
23.0
19.1
non-current
36.4
41.0
Note 10. Employee benefits
The Company operates defined benefit plans in Austria and in certain other jurisdictions.
Defined Benefit Plans
As of June
30, 2026 and December 31, 2025, the net defined benefit liability was $ 31.1 million and $ 31.6 million
, respectively, and is included within employee benefits in Note 19 – Other liabilities. The net liability from defined benefit plans is recorded in Other liabilities in the consolidated statements of financial position.
The Company expects to make the following benefit payments under its defined benefit plans in Austria for the next five fiscal years and in aggregate for the five fiscal years afterwards: approximately $
0.8 million in 2026, $ 0.7 million in 2027, $ 1.3 million in 2028, $ 1.6 million in 2029, $ 3.3 million in 2030, and $ 14.0 million in the period 2031 through 2035.
Defined Contribution Plans
The Company operates defined contribution plans in Austria, in the United States and in certain other jurisdictions.
The cost incurred related
to the Company’s defined contribution plans i
n
A u
s t
r i
a
amounted to $ 11.6 million and $ 10.1 million for the three months ended June 30, 2026 and 2025,
and $ 23.5 million and $ 19.9 million for the six months ended June 30, 2026 and 2025, respectively.
The cost incurred related to
the Company’s defined contribution plans in the United States amounted to $ 3.3 million and $ 2.5 million for the three months ended June 30, 2026 and 2025, and $ 4.3 million and $ 3.3 million for the six months ended June 30, 2026 and 2025, respectively.
Note 11. Derivative instruments and hedge accounting
The Company uses derivative financial instruments, primarily interest rate swap contracts and foreign currency forward contracts to manage its exposure to interest rate and exchange rate risks.
2 3
Table of Contents
June 30, 2026
(in millions of $)
Notional
amount
Derivative assets
Derivative liabilities
Other current
assets
Other non-
current asset
Other current
liabilities
Other non-
current
liabilities
Interest rate swaps (Euribor)
877.3
—
4.2
—
—
Interest rate swaps (SOFR)
945.0
—
9.1
—
—
Total—Interest rate
1,822.3
—
13.3
—
—
Foreign currency hedges
1,809.6
—
—
( 25.6
)
( 11.5
)
Total—Foreign currency hedges
1,809.6
—
—
( 25.6
)
( 11.5
)
Total
3,631.9
—
13.3
( 25.6
)
( 11.5
)
December 31, 2025
(in millions of $)
Notional
amount
Derivative assets
Derivative liabilities
Other current
assets
Other non-
current asset
Other current
liabilities
Other non-
current
liabilities
Interest rate swaps (Euribor)
904.8
—
0.1
—
( 2.5
)
Interest rate swaps (SOFR)
945.0
—
—
—
( 4.8
)
Total—Interest rate
1,849.8
—
0.1
—
( 7.3
)
Foreign currency hedges
926.7
3.7
—
( 0.3
)
( 0.3
)
Total—Foreign currency hedges
926.7
3.7
—
( 0.3
)
( 0.3
)
Total
2,776.5
3.7
0.1
( 0.3
)
( 7.6
)
As of June 30, 2026, the Company had interest rate swaps designated as cash flow hedges of variable-rate borrowings (for further information on borrowings, refer to Note 7 – Long-term debt - current and non-current).
The objective of these cash flow hedges is to convert variable interest payments into fixed interest payments.
As of June 30, 2026, the Company had foreign exchange forward contracts designated as cash flow hedges of the Group’s USD-denominated
intercompany revenues and revenue contracts with external customers. The program started in August, 2025 with the objective to hedge the variability in the forecasted revenues due to the foreign currency fluctuation risks associated with the specific forecasted USD revenues.
The hedged transactions are the Company’s discrete milestone sales, in an amount equal to the forward’s USD notional value, that are expected to occur on the forward’s maturity date. However, due to certain contractual milestones, they may occur at a later date, but will occur during the life of the contract.
Effects of hedge accounting
Amounts in Accumulated other comprehensive income (loss) are reclassified in the same periods during which the interest expense on the related hedged borrowings, or during which the hedged forecasted transaction (the revenue associated with the external third-party contract) is recognized in the consolidated statements of operations. The Company reviews the amounts deferred in OCI at each reporting date to ensure appropriate timing of OCI release.
Amounts deferred in Accumulated other comprehensive income (loss) for the interest rate hedge accounting were reclassified to the consolidated statement of operations as follows:
(in millions of $)
June 30, 2026
June 30, 2025
Gains (losses) recognized in OCI
22.8
( 9.7
)
Reclassified to interest expense
( 1.9
)
0.0
2 4
Table of Contents
The estimated net amount of the existing gains or losses that are reported in accumulated other comprehensive income at the reporting date that is expected to be reclassified into earnings within the next 12 months amounted to $ 0.1 million and $( 0.5 ) million as of June 30, 2026 and 2025 respectively.
The following table represents the amounts recognized in the statement of operation for the foreign currency hedge accounting, started in August, 2025:
(in millions of $)
June 30, 2026
June 30, 2025
Gains (losses) recognized in OCI
( 32.8
)
—
Recycled to revenue
( 0.8
)
—
Changes in spot-forward differential
11.3
—
Changes in spot-forward differential are recognized in the consolidated statement of operation. Spot rate changes during the period are reclassified to the consolidated statement of operation.
The estimated net amount of the existing gains or losses that are reported in accumulated other comprehensive income at the reporting date that is expected to be reclassified into earnings within the next 12 months amounted to $ 14.1 million as of June 30, 2026.
The Company did not discontinue any cash flow hedges during the six months ended June 30, 2026 or 2025.
Offsetting
Derivative instruments subject to master netting agreements are presented in the following table:
June 30, 2026
(in millions of $)
Gross
Amounts of
Recognized
Assets/
Liabilities
Gross
Amounts
Offset in the
Statements
of Financial
Position
Net Amounts of
Assets/
Liabilities
Presented in
the Statements
of Financial
Position
Gross Amounts Not Offset
in the Statements of
Financial Position
Net Amount
Financial
Instruments
Cash
Collateral
Received
Derivative assets
13.3
—
13.3
—
—
13.3
From which interest hedges
13.3
—
13.3
—
—
13.3
From which FX hedges
—
—
—
—
—
—
Derivative liabilities
( 37.1
)
—
( 37.1
)
—
—
( 37.1
)
From which interest hedges
—
—
—
—
—
—
From which FX hedges
( 37.1
)
—
( 37.1
)
—
—
( 37.1
)
2 5
Table of Contents
December 31, 2025
(in millions of $)
Gross
Amounts of
Recognized
Assets/
Liabilities
Gross
Amounts
Offset in the
Statement of
Financial
Position
Net Amounts of
Assets/
Liabilities
Presented in
the Statements
of Financial
Position
Gross Amounts Not Offset
in the Statements of
Financial Position
Net Amount
Financial
Instruments
Cash
Collateral
Received
Derivative assets
3.8
—
3.8
( 0.2
)
—
3.6
From which interest hedges
0.1
—
0.1
—
—
0.1
From which FX hedges
3.7
—
3.7
( 0.2
)
—
3.5
Derivative liabilities
( 7.9
)
—
( 7.9
)
0.2
—
( 7.7
)
From which interest hedges
( 7.3
)
—
( 7.3
)
—
—
( 7.3
)
From which FX hedges
( 0.6
)
—
( 0.6
)
0.2
—
( 0.4
)
The Company’s assets and liabilities measured at fair value on a recurring basis are disclosed in Note 24 – Fair value disclosures.
Besides market interest rate risk and the risk of foreign exchange rate fluctuation, the Company is exposed to credit risk in the event of non-performance
by counterparties to its derivative instruments. The Company monitors counterparty credit risk on a regular basis. Credit risk on derivative financial instruments is mitigated through the use of counterparties that are major financial institutions with investment-grade credit ratings, and through the use of netting agreements.
As a result, the impact of credit valuation adjustments (“CVA”) and debit valuation adjustments (“DVA”) on the fair value of derivative instruments was not material, and no such adjustments were recognized. The Company did not enter into any derivative instruments that include credit-risk related to contingent features.
No cash collateral was posted or received under derivative contracts as of June 30, 2026 or December 31, 2025. Hedge effectiveness is assessed on a prospective and retrospective basis in accordance with ASC 815. No hedge ineffectiveness was
posted during the six months ended June 30, 2026 or 2025.
Note 12. Inventories
Inventories are comprised of the following:
(in millions of $)
June 30, 2026
December 31, 2025
Finished goods
244.0
212.0
Raw materials and supplies
302.1
171.9
Work in process
282.3
188.5
Goods in transit
108.5
8.5
Unbilled shipments
21.2
20.3
Total inventories
958.1
601.2
2 6
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Note 13. Prepaid expenses
Prepaid expenses are comprised of the following;
(in millions of $)
June 30, 2026
December 31, 2025
Advance payments to suppliers
154.0
99.2
Prepaid expenses, easements & rights of way
19.9
17.9
Other prepaid expenses
1.3
0.8
Total Prepaid expenses
175.2
117.9
The Company made advanced payments to suppliers to secure materials and to address other operational requirements.
Note 14. Accounts receivable - net
Accounts receivable - net is comprised of the following:
(in millions of $)
June 30, 2026
December 31, 2025
Customer receivables
242.6
212.6
Allowance for credit losses
( 8.4
)
( 8.2
)
Total accounts receivable - net
234.2
204.4
The following table provides the roll-forward of the credit loss allowances recognized for the accounts receivable not yet sold:
(in millions of $)
2026
2025
Balance as of January 1
( 8.2
)
( 7.8
)
Changes to the current provision
( 0.8
)
( 2.4
)
Write-offs, net
0.5
0.3
Foreign currency effect
0.1
( 0.4
)
Balance as of June 30
( 8.4
)
( 10.3
)
When necessary, the Company records an allowance for credit losses for individually evaluated customer accounts deemed uncollectible in accordance with ASC 326. Such individually evaluated receivables totaled $ 5.3 million and $ 5.5 million as of June 30, 2026 and December 31, 2025, respectively. Account balances are written off against the allowance for credit losses in the period in which it is determined that collection is not probable. Write-offs amounted to $ 0.4 million and $ 0.2 million for the three months ended June 30, 2026 and 2025, respectively.
As of June 30, 2026 and December 31, 2025, the Company derecognized accounts receivable of $ 180.4 million and $ 175.2 million, respectively, in connection with its receivables factoring program that is accounted for as sales. Cash proceeds received from these transfers totaled $ 179.5 million as of
June 30, 2026 and $ 173.6 million for the year ended December 31, 2025. Factoring fees recognized on receivables sold under the factoring program amounted to $ 0.5 million and $ 0.3 million for the three months ended June 30, 2026 and 2025, and
$ 0.9 million and $ 0.7 million for the six months ended June 30, 2026 and 2025, respectively. The obligations related to factoring arrangements in the consolidated statements of financial position represent cash collected from customers after the transfer of trade receivables and remitted on behalf of the factors.
2 7
Table of Contents
Note 15. Other assets
Other assets are comprised of
the
following:
(in millions of $)
June 30, 2026
December 31, 2025
Governmental grants
28.3
34.4
Contract assets
68.1
58.8
Non-income
based tax receivables
53.4
36.8
Income tax receivables
29.8
25.2
Other
28.3
25.6
Other current assets
207.9
180.8
Operating lease right-of-use
assets
80.3
68.4
Contract acquisition costs
15.6
15.3
Deferred tax assets
16.6
15.1
Derivative instruments
13.3
0.1
Equity method investments
6.6
—
Other
8.7
5.5
Other non-current
assets
141.1
104.4
Note 16. Income taxes
Our income tax expense for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate, and if our annual effective tax rate changes, we make a cumulative adjustment. Significant judgment is required in estimating our annual effective tax rate and in evaluating our tax positions.
The effective tax rate for the six months ended June 30, 2026 was ( 201.2 )
%,
compared to 23.6
% for the six months ended June 30, 2025. The effective tax rate for the three months ended June
3 0
, 2026 was ( 312.2 )
%,
compared to 22.5
% for the three months ended June
3 0
, 2025.
The effective tax rate decreased for the three months ended June 30, 2026 and the six months ended June 30, 2026 compared to the three months ended June 30, 2025 and the six months ended June 30, 2025. The decrease of the annual effective tax rate was primarily due to losses and expenses providing no income tax benefit in certain jurisdictions. For the six months ended June 30, 2026 these losses and expenses have been driven by IPO and Public market readiness costs as well as non-deductible expenses for interests. Furthermore, an increase in the estimate for U.S. federal Foreign-Derived Deduction-Eligible Income tax deduction relative to its predecessor regime also decreased the annual effective tax rate for 2026.
Note 17. Contract assets and contract liabilities
Contract balances were as follows:
(in millions of $)
June 30, 2026
December 31, 2025
Current
68.1
58.8
Non-current
—
—
Total Contract assets
68.1
58.8
Current
970.1
546.2
Non-current
426.8
269.9
Total Contract liabilities
1,396.9
816.1
2 8
Table of Contents
Contract assets increased $ 9.3 million during
the six months ended June 30, 2026, primarily due to revenue recognized for satisfied performance obligations in advance of billing milestones.
Contract liabilities increased $ 580.8 million d
u ring
the six months ended June 30, 2026, primarily due to new collections received, offset by revenue recognized as performance obligations were satisfied. Revenue recognized that was included in the contract liability balance at the beginning of the year was $ 300.1 million and $ 213.4
million for the six months ended June 30, 2026 and 2025, respectively. Information about the Company’s performance obligations and the timing of their satisfaction is provided in Note 2 – Revenue from contracts with customers.
Note 18. Accrued liabilities
Accrued liabilities are comprised of the following:
(in millions of $)
June 30, 2026
December 31, 2025
Personnel accruals
134.0
89.0
Accrual for outstanding invoices
54.6
48.4
Accrued interest
19.1
30.5
Accrued freight expenses
13.3
9.3
Accruals for professional fees
9.3
4.8
Other accruals
5.1
4.1
Accrued l
iabilities
235.4
186.1
Note 19. Other liabilities
Other liabilities are comprised of the following:
(in millions of $)
June 30, 2026
December 31, 2025
Consideration payable
51.3
50.4
Non-income
based tax liabilities
19.7
17.4
Provisions
24.3
23.3
Current portion of operating lease liability
21.0
18.4
Income tax liabilities
11.9
15.0
Current portion of long term debt—net
11.6
11.4
Derivative instruments
25.6
0.3
Other
29.1
17.5
Other current liabilities
194.5
153.7
Non-current
portion of operating lease liability
60.3
50.9
Employee benefits
44.3
47.5
Provisions
36.7
40.1
Derivative instruments
11.5
7.6
Other
23.0
20.6
Other non-current
liabilities
175.8
166.7
Interest expense related to the failed sale and leaseback liabilities amounted to $ 4.7
million for the six months ended June 30, 2025. The Company settled all its outstanding failed sale and leaseback liabilities in the second half
of 2025.
29
Table of Contents
Note 20. Accumulated other comprehensive income (loss)
Changes in the balances for each component of accumulated other comprehensive income (loss) were as follows:
Three Months Ended June 30,
(in millions of $)
Currency
translation
reserve
Cash flow
hedge reserve
Defined benefit
plans reserve
Total
Balance as of April 1, 2025
( 40.4
)
( 5.2
)
( 0.3
)
( 45.9
)
Other comprehensive income (loss), net of taxes of $ - , $ 1.5 and $( 0.2 )
26.3
( 5.9
)
0.7
21.1
Reclass from AOCI, net of taxes of $ - , $( 0.1 ) and $ 0.0
—
0.3
0.0
0.3
Balance as of June 30, 2025
( 14.1
)
( 10.8
)
0.4
( 24.5
)
Balance as of April 1, 2026
( 15.3
)
( 0.9
)
2.1
( 14.1
)
Other comprehensive income (loss), net of taxes of $ - , $ 1.8 and $ 0.3
7.8
( 7.9
)
0.4
0.3
Reclass from AOCI, net of taxes of $ - , $( 0.2 ) and $ 0.0
—
( 1.3
)
0.0
( 1.3
)
Balance as of June 30, 2026
( 7.5
)
( 10.1
)
2.5
( 15.1
)
Six Months Ended June 30,
(in millions of $)
Currency
translation
reserve
Cash flow
hedge reserve
Defined benefit
plans reserve
Total
Balance as of January 1, 2025
( 51.7
)
( 3.3
)
( 0.2
)
( 55.2
)
Other comprehensive income (loss), net of taxes of $ - , $ 1.9 and $( 0.3 )
37.6
( 7.5
)
0.6
30.7
Reclass from AOCI, net of taxes of $ - , $ 0.0 and $ 0.0
—
0.0
0.0
0.0
Balance as of June 30, 2025
( 14.1
)
( 10.8
)
0.4
( 24.5
)
Balance as of January 1, 2026
( 23.5
)
( 0.6
)
3.5
( 20.6
)
Other comprehensive income (loss), net of taxes of $ - , $ 2.1 and $ 0.9
16.0
( 7.2
)
( 1.0
)
7.8
Reclass from AOCI, net of taxes of $ - , $( 0.4 ) and $ 0.0
—
( 2.3
)
0.0
( 2.3
)
Balance as of June 30, 2026
( 7.5
)
( 10.1
)
2.5
( 15.1
)
Note 21. Commitments and guarantees
Commitments
As of June 30, 2026, the Company had contractual commitments to acquire Intangible assets tot
aling $ 32.1 million and Property, plant and equipment totaling $ 259.9 million.
3 0
Table of Contents
Guarantees
The Company has provided advance payment and performance guarantees issued in favor of customers in connection with customer contracts. As of June 30, 2026, the Company determined it was not probable it would provide additional compensation under the guarantees. The maximum potential amount of future payments (undiscounted and without reduction for any amounts possibly recoverable) that the Company could be required to make under the guarantees w a
s
$ 185.4 million as of June 30, 2026. Customer guarantees are secured by the guarantee facility issued under the Senior Facilities Agreement discussed in Note 7 – Long-term debt - current and non-current.
Note 22. Earnings (loss) per share
In connection with the Company’s initial public offering (“IPO”) in June 202
6, INNIO Holding GmbH was converted from a German limited liability company (Gesellschaft mit beschränkter Haftung), into INNIO Group Holding B.V., a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid). On June 4, 2026, the nominal value of the then 25,000 outstanding common shares in INNIO Group Holding B.V. was reduced to EUR 0.04 , and 749,975,000 new common shares were issued to our Principal Shareholder. Thereafter, without interruption of its existence as legal entity, INNIO Group Holding B.V. was converted into a public company under Dutch law (naamloze vennootschap), and our legal name was changed to INNIO N.V. These transactions are collectively referred to as “the Conversion.”
In accordance with ASC 260-10-55-12 and SAB Topic 4.C (codified in ASC 505-10-S99-4), the Company has retroactively reflected the effect of the change in its capital structure in the consolidated financial statements for all periods presented.
Accordingly, $ 34,890,900 was reclassified from additional paid-in capital to common stock to reflect the change in nominal value and new shares issued upon Conversion, and earnings per share was adjusted as shown below and on the Consolidated Statements of Operations.
Basic earnings (loss) per ordinary share is computed by dividing net income (loss) attributable to our ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per ordinary share is computed by adjusting the denominator of basic earnings per share for the dilutive effect of potential ordinary shares. For RSU awards, the treasury stock method is used for determining dilution.
Under the treasury stock method, we assume that proceeds equal to the unrecognized compensation cost on each RSU award would be used to repurchase ordinary shares at the average market price for the period. The resulting incremental ordinary shares are included in the denominator for diluted earnings per share only if the effect is dilutive.
In any period in which we report a net loss, all potential ordinary shares are excluded from the computation of diluted loss per share because their effect would be anti-dilutive; diluted loss per share equals basic loss per share in such periods.
There were no dilutive securities in calculating diluted earnings per share for all the periods presented, therefore, basic and diluted earnings per share are the same.
The following securities are excluded from the calculation of weighted average diluted common shares for the three and six months ended June 30, 2026, respectively, because their inclusion would have been anti-dilutive. There were no dilutive securities issued in 2025 and earlier years.
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
RSUs
1,702,100
—
1,702,100
—
Total
1,702,100
—
1,702,100
—
3 1
Table of Contents
The following table sets forth the calculation of basic and diluted earnings (loss) per share for the periods presented:
Three Months Ended June 30,
Six Months Ended June 30,
(in millions of $, except share and per share amounts)
2026
2025
2026
2025
Numerator:
Net income (loss)
( 16.9
)
62.4
( 25.9
)
97.4
Net loss attributable to noncontrolling interests
( 1.6
)
( 0.1
)
( 3.4
)
( 0.1
)
Net income (loss) attributable to INNIO N.V. shareholders
( 15.3
)
62.5
( 22.5
)
97.5
Weighted-average shares outstanding:
Basic
750,000,000
750,000,000
750,000,000
750,000,000
Effect of potentially dilutive RSUs
—
—
—
—
Diluted
750,000,000
750,000,000
750,000,000
750,000,000
Net earnings (loss) per share:
Basic
( 0.02
)
0.08
( 0.03
)
0.13
Diluted
( 0.02
)
0.08
( 0.03
)
0.13
Note 23. Share-based compensation
2023 Long-Term Incentive Plan
In October 2023, the Company adopted the Group Long-Term Incentive Plan (“2023 LTIP”) to provide a select group of managers the opportunity to participate in the Company’s value creation. Awards granted under the 2023 LTIP are subject to both performance-vesting and market-vesting conditions and provide for cash settlement upon the occurrence of certain exit events or a change in control (“Exit”).
As both performance-vesting and market-vesting conditions for this plan were met on June 4, 2026, compensation expense for awards granted under the 2023 LTIP was remeasured and recognized on that date.
As of June 30, 2026, total recognized compensation cost pre-tax was
$ 61.5
million. No compensation expense had been recognized for the 2023 LTIP for the three and six months ended June 30, 2025.
2026 Incentive Award Plan
In connection with the Company’s IPO, the Board of Directors adopted the INNIO N.V. 2026 Incentive Award Plan (the “2026 Plan”), which became effective in June 2026. The 2026 Plan provides for the grant of equity-based awards to employees, directors and other eligible service providers, including stock options, restricted share units (“RSUs”), restricted shares, share appreciation rights, performance awards and other share-based awards. The Company registered shares available for issuance under the 2026 Plan on a Form S-8
filed with the SEC on June 5, 2026.
3 2
Table of Contents
Grants of RSU Awards
Pursuant to the 2026 Plan, the Company granted
1,499,879 RSUs to employees with a 4-year cliff vesting and 202,221 RSUs to non-executive
directors with annual vesting over 2 years. RSUs granted are settleable in ordinary shares of the Company and had a weighted-average grant-date fair value of $ 32.53 per award.
Vesting of each award is subject to the recipient’s continued service through each applicable vesting date. Awards include customary acceleration provisions in the event of death or disability and pro rata acceleration upon termination by us without cause. The awards also include a dividend equivalent feature equal to the amount of cash that is paid as a dividend on one share. All dividend equivalents shall be deemed to be reinvested in additional RSUs based on the fair market value of a share on the dividend payment date. Each additional RSU that results from deemed reinvestments of dividend equivalents shall vest whenever the underlying RSU to which such additional RSU relates vests.
Measurement and recognition
The Company accounts for share-based payments to employees and non-employee
directors in accordance with ASC 718, Compensation — Stock Compensation. All awards granted are classified as equity awards. Because the awards have no exercise price, grant-date fair value per RSU equals the market price per ordinary share on the applicable grant date.
Compensation cost is recognized on a straight-line basis over the requisite service period. For service-only graded-vesting awards we have elected straight-line attribution, subject to the requirement that cumulative compensation cost recognized at any reporting date equal or exceed the grant-date fair value of the portion of the award that has vested as of that date.
We have elected to account for forfeitures of equity awards as they occur.
Compensation cost recognized
Share-based compensation expense recognized during the three and six month periods ended June 30, 2026 was
$ 1.1 million. Share-based compensation cost is recorded in selling, general and administrative expenses in the consolidated statements of operations.
As of June 30, 2026, total unrecognized compensation cost related to non-vested RSU awards under the 2026 Plan was $
54.3 million.
Not
e 24. Fair value disclosures
The Company’s only financial assets and liabilities measured at fair value on a recurring basis are derivative instruments and contingent consideration.
3 3
Table of Contents
In accordance with ASC 820, the Company groups the fair values of its financial assets and liabilities in three levels based on the inputs used to determine fair value. No transfers between levels occurred in the six months ended June 30, 2026 and 2025.
The following tables include (i) financial assets and liabilities measured at fair value on a recurring basis and (ii) financial instruments measured at amortized costs for which fair value disclosures are required under ASC 820:
June 30, 2026
(in millions of $)
Carrying amount
Fair value
Fair value hierarchy
level
Assets
Derivative instruments
13.3
13.3
2
Liabilities
Debt
2,618.7
2,532.0
2
Contingent consideration
1.0
1.0
3
Derivative instruments
37.1
37.1
2
December 31, 2025
(in millions of $)
Carrying amount
Fair value
Fair value hierarchy
level
Assets
Derivative instruments
3.8
3.8
2
Liabilities
Debt
2,658.8
2,699.7
2
Contingent consideration
2.7
2.7
3
Derivative instruments
7.9
7.9
2
Fair value measurements are classified within a three-level hierarchy based on the observability of inputs used in valuation techniques, as follows:
•
Level 1: Quoted prices in active markets for identic a
l assets or liabilities.
•
Level 2: Observable inputs other than quoted prices included within Level 1 that are directly or indirectly observable.
•
Level 3: Unobservable inputs.
The fair values of contingent consideration as of the reporting dates reconcile as follows:
Contingent consideration
(in millions of $)
2026
2025
Balance as of January 1
2.7
1.4
Additions
—
—
Adjustments/Payments
( 1.7
)
0.9
Remeasurement effects
0.0
0.0
Balance as of June 30
1.0
2.3
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Note 25. Related party transactions
The Company enters into transactions with related parties, including affiliates and entities under common control, in the ordinary course of business.
Nordic LuxCo / Heaten Group
On March 30, 2026, the Company received a 24.9 % equity interest in Nordic LuxCo as a non-cash
capital contribution of $ 7.3 million from its parent, Al Alpine (Luxembourg) S.à.r.l. Nordic LuxCo is the parent entity of the Heaten Group, a developer of high-temperature industrial heat pump technology. The contribution was accounted for as a transaction between entities under common control. The Company accounts for its investment in Nordic LuxCo under the equity method of accounting. See Note 26 – Variable interest entities for information regarding the Company’s assessment of Nordic LuxCo under the variable interest entity model.
The most significant ongoing related party activity relates to agreements with Heaten Germany GmbH, a subsidiary of Nordic LuxCo and an affiliate of the Company through its parent. Under these agreements, the Company provides engineering and support services and manufactures high-temperature heat pumps to Heaten specifications. Pricing is determined on a cost-plus basis based on the Company’s internal cost structures.
For the three and
six months ended June 30, 2026, the Company recognized $ 1.3 million and
$ 2.7 million of revenues under these arrangements, respectively, out of which $ 0.9 million were outstanding as of June 30, 2026.
Note 26. Variable interest entities
Welland, Canada Production Facility
The Company holds an investment in a variable interest entity (“Welland VIE”) that was created in the third quarter of 2025 together with a group of investors to acquire, own, and lease land and buildings used in the Company’s production operations in Welland, Canada. The Welland VIE is financed through a combination of equity contributions from investors and third-party debt.
The Company’s variable interests in the Welland VIE consist of its equity investment and a lease arrangement for the production facility in Welland, Canada. The Company determined that it is the primary beneficiary of the Welland VIE because it has (i) the power to direct the activities that most significantly impact the Welland VIE’s economic performance and (ii) the obligation to absorb losses and the right to receive benefits that could potentially be significant to the Welland VIE. Accordingly, the Company consolidates the Welland VIE.
The Welland VIE’s assets and liabilities included in the Company’s consolidated statements of financial position primarily consist of debt of $ 33.7 million as of June 30, 2026.
The Company has no obligation to provide additional financial support to the Welland VIE and creditors of the Welland VIE have no recourse to the Company.
Nordic LuxCo / Heaten Group
The Company holds a 24.9 % equity interest in Nordic LuxCo, which was acquired through a non-cash
capital contribution from its parent on March 30, 2026. See Note 25 – Related party transactions for a description of the related-party service and manufacturing agreements with Heaten Germany GmbH, a subsidiary of Nordic LuxCo.
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The Company has determined that it is not the primary beneficiary of Nordic LuxCo because it does not have the power to direct the activities that most significantly impact Nordic LuxCo’s economic performance, which are governed by Nordic LuxCo’s board of directors and its majority shareholder. Accordingly, Nordic LuxCo is not consolidated by the Company and the Company accounts for its interest under the equity method of accounting.
The carrying amount of the Company’s investment in Nordic LuxCo was approximately $ 6.6 million as of June 30, 2026. The Company’s maximum exposure to loss as of June 30, 2026 was $ 7.4 million, limited to the carrying amount of its investment and amounts receivable under the related service and manufacturing arrangements. The Company has not provided any explicit guarantees or other forms of financial support to Nordic LuxCo beyond its equity investment.
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