Item 5. Other Information
Item 5. Other Information
(a) None.
(b) None.
(c) During the three months ended June 30, 2026,
no director or “officer” (as defined in Rule 16a–1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5–1 trading arrangement” or “non–Rule 10b5–1
trading arrangement,” as each term is defined in Item 408(a) of Regulation S–K.
11 7
Table of Contents
Item 6. Exhibits
Exhibit
Number
Exhibit Description
3.1*
Articles of Association of INNIO N.V.
10.1+
Forms of Non-Executive Director and Executive Director Indemnification Agreements. (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 filed on May 26, 2026).
10.2+
2026 Incentive Award Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 filed on May 26, 2026).
10.3+
Compensation Policy (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 filed on May 26, 2026).
10.4*
Amendment and Restatement Agreement to the Senior Facilities Agreement, dated February 5, 2026, originally dated as of October 25, 2018, by and among INNIO Group Holding GmbH, AI Alpine (Luxembourg) S.à r.l. and Wilmington Trust (London) Limited as security agent.
10.5*
Amendment to the Senior Facilities Agreement, dated June 4, 2026, originally dated as of October 25, 2018, by and among INNIO N.V., Wilmington Trust (London) Limited as security agent and agent and the lenders party thereto.
10.6+
Form of RSU Grant Notice and Award Agreement under the 2026 Incentive Award Plan (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1/A filed on June 1, 2026).
10.7*
Registration Rights Agreement by and between INNIO Holding GmbH, AI Alpine (Luxembourg) S.à r.l. and certain shareholders of INNIO Holding GmbH.
10.8*
Relationship Agreement by and between INNIO N.V. and AI Alpine (Luxembourg) S.à r.l.
10.9+
Services Agreement by and between INNIO Holding GmbH and Dr. Olaf Berlien (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1 filed on May 26, 2026).
10.10+
Services Agreement by and between INNIO Holding GmbH and Dr. Dennis Schulze (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 filed on May 26, 2026).
10.11+
Form of Option Grant Notice and Award Agreement under the 2026 Incentive Award Plan (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 filed on May 26, 2026).
31.1*
Certification of Principal Executive Officer pursuant to Rules 13a–14(a) and 15d–14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes–Oxley Act of 2002
31.2*
Certification of Principal Financial Officer pursuant to Rules 13a–14(a) and 15d–14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes–Oxley Act of 2002
32.1**
Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002
32.2**
Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002
101.INS*
Inline XBRL Instance Document – the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Filed herewith.
**
Furnished herewith. Information in this Form 10-Q furnished herewith shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Such exhibit shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934
+
Previously filed
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
INNIO N.V.
Date: July 28, 2026
By:
/s/ Olaf Berlien
Dr. Olaf Berlien
President and Chief Executive Officer
(Principal Executive Officer)
Date: July 28, 2026
By:
/s/ Dennis Schulze
Dr. Dennis Schulze
Chief Financial Officer
(Principal Financial Officer)
119