What changed in this filing

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Item 1. Business

2026-03-26 compared with 2025-03-31 · 193 added, 170 removed, 562 unchanged (39% of the section changed)

6 unchanged sentences

As of December 31, 2025, our three operating platforms or reportable segments, based on management’s organization of the enterprise, are Infrastructure, Life Sciences and Spectrum, plus our Other segment, which includes businesses that do not meet the separately reportable segment thresholds.

Our principal operating subsidiaries include the following assets:

As of December 31, 2025, our principal operating subsidiaries include the following assets:

(i) DBM Global Inc.

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(iv) Other, which represents all other businesses or investments that do not meet the definition of a segment individually or in the aggregate.

We expect to focus on operating and managing our portfolio of companies and building value in Infrastructure, Life Sciences and Spectrum in the future.

We believe these segments are well positioned to take advantage of current trends in today’s economy and that there is opportunity to build value organically and inorganically in these three segments.

We may consider opportunities outside of these businesses in the longer term to acquire and invest in businesses with attractive assets that we consider to be undervalued or fairly valued.

As a result of the addition of new milestone covenants to certain of the Company’s debt agreements in connection with the refinancing transactions completed during the third quarter of 2025 (for additional details refer to Restrictive Covenants in the Liquidity and Capital Resources section in Item 7 of this Form 10-K and to Note 11.

Debt Obligations to the Consolidated Financial Statements of this Annual Report on Form 10-K, which is incorporated herein by reference), we are required to commence a sales process for our Infrastructure and Spectrum segments.

Management has initiated sales processes for the Infrastructure and Spectrum segments and has been actively assessing a range of potential options in order to optimize the Company’s operational and financial position.

Following a sale of the Infrastructure and Spectrum segments, we expect our future strategic focus will shift to operating and managing our portfolio of companies and building value in our remaining segments.

We believe that our segments are well positioned to take advantage of current trends in today’s economy and that there is opportunity to build value organically and inorganically in these segments.

Overall Business Strategy

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In the longer-term, we may evaluate opportunities to acquire assets or businesses unrelated to our current or historical operations.

We have generally pursued either controlling positions in durable, cash-flow generating businesses and assets that will enhance our current businesses in Infrastructure, Life Sciences and Spectrum or companies we believe exhibit substantial growth potential, which may be unrelated to the Company’s then-current operating segments.

We have generally pursued either controlling positions in durable, cash-flow generating businesses and assets that will enhance our current businesses in the segments we operate in or companies we believe exhibit substantial growth potential, which may be unrelated to the Company’s then-current operating segments.

In connection with any such acquisition, we may choose to actively assemble or re-assemble a company’s management team to ensure the appropriate expertise is in place to execute the operating objectives of such business.

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We have broad discretion in selecting a business strategy for the Company.

If we elect to pursue an acquisition, while we intend to focus on Infrastructure, Life Sciences and Spectrum, we may exercise our broad discretion to identify and select an industry and the possible acquisition or business combination opportunity unrelated to our current operating segments.

If we elect to pursue an acquisition, while we may intend to focus on our remaining segments, we may exercise our broad discretion to identify and select an industry and the possible acquisition or business combination opportunity unrelated to our current operating segments.

In connection with evaluating these strategic and business alternatives, we may at any time be engaged in ongoing discussions with respect to possible acquisitions, business combinations and debt or equity securities offerings of widely varying sizes.

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DBM Global Inc.

(“DBMG”) is a fully integrated construction company offering both construction and professional services primarily through its core subsidiaries, Schuff Steel Company ("SSC"), Banker Steel (“Banker”) and GrayWolf Industrial (“GrayWolf”) to a wide variety of commercial and industrial market segments.

(“DBMG”) is a fully integrated construction company offering both construction and professional services primarily through its core businesses, Schuff Steel Company ("SSC"), Banker Steel (“Banker”) and GrayWolf Industrial (“GrayWolf”) to a wide variety of commercial and industrial market segments.

These companies provide services to their clients including design-assist, modularization, fabrication and erection of structural steel, heavy steel plate, trusses and girders, heavy equipment installation, as well as facility services for maintenance and shutdowns.

The companies enable best delivery of pre-construction, construction and operations services by leveraging the capabilities of the DBM Vircon business, which provides construction modeling, rebar and steel detailing, industrial design, and digital engineering services.

The companies enable best delivery of pre-construction, construction and operations services by leveraging the capabilities of our DBM Vircon business, which provides construction modeling, rebar and steel detailing, industrial design, and digital engineering services.

In addition, through its Aitken business ("Aitken"), DBMG manufactures pressure vessels, strainers, filters, separators and a variety of customized products.

DBMG provides these services on commercial, industrial, and infrastructure construction projects such as high- and low-rise buildings and office complexes, hotels and casinos, convention centers, sports arenas and stadiums, hospital and medical offices, data centers, renewables, chemical, pulp and paper mills, manufacturing facilities, bridges, mines, metal processing and power plants.

Headquartered in Phoenix, Arizona, DBMG has domestic operations in Alabama, Arizona, California, Florida, Georgia, Kansas, Kentucky, New Jersey, New York, Oregon, South Carolina, Texas, Utah, Virginia, and Washington with construction projects primarily located in the aforementioned states.

In addition, DBMG has international operations in Australia, Canada, India, New Zealand, the Philippines, and the United Kingdom.

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The level of commercial, industrial and infrastructure construction activity is related to several factors, including local, regional and national economic conditions, interest rates, availability of financing, and the supply of existing facilities relative to demand.

The indenture governing INNOVATE’s 2027 Senior Secured Notes required us to meet certain milestones with respect to strategic alternatives for our operating subsidiaries, including asset sales generating at least $150 million in net proceeds, such that by September 1, 2025 we needed to have a bona fide bid or term sheet related to a potential sale, a fully executed purchase or equity agreement by November 1, 2025, and an executed transaction with applied proceeds to the 2027 Senior Secured Notes Indenture no later than February 1, 2026, and in the event of the failure to achieve these milestones, the mandatory commencement of a sales process for DBMG.

We did not achieve these milestones and accordingly we have commenced a sales process for DBMG.

The covenants contained in the DBMG Credit Agreement contain a Change in Control clause, which would constitute an Event of Default, both as defined in the DBMG Credit Agreement, which could accelerate the maturity of our Infrastructure segment's debt in the future upon certain events, including a sale of DBMG.

Refer to Note 11.

Debt Obligations to the Consolidated Financial Statements of this Annual Report on Form 10-K, which is incorporated herein by reference.

DBMG’s objective is to achieve and maintain a leading position in the geographic regions and project segments that it serves by providing timely, high-quality services to its customers.

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• Expand and Diversify Revenue Base:

DBMG seeks to expand and diversify its revenue base by leveraging its long-term relationships with national and multi-national construction and engineering firms, national and regional accounts, original equipment manufacturers, industrial owners, and other customers.

DBMG seeks to expand and strengthen its revenue base by leveraging its long-term relationships with national and multi-national construction and engineering firms, national and regional accounts, original equipment manufacturers, industrial owners, and other customers.

DBMG also intends to continue to grow its operations by targeting projects that carry higher margins and less risk of large margin fluctuations.

DBMG believes that continuing to diversify its revenue base by completing projects - such as low-rise office buildings, healthcare facilities and other commercial and industrial structures - could reduce the impact of periodic adverse market or economic conditions, as well as the margin slippage that may accompany larger projects;

DBMG believes that continuing to increase its revenue base by completing projects - such as low-rise office buildings, healthcare facilities and other commercial and industrial structures - could reduce the impact of periodic adverse market or economic conditions, as well as the margin slippage that may accompany larger projects;

• Emphasize Innovative Services :

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DBMG operates with minimal bonding requirements, with a balance of 39.5% of DBMG's total backlog of $1,723.9 million as of December 31, 2025, and bonding is reduced as projects are billed rather than upon completion.

DBMG has limited its raw material cost exposure by securing fixed prices from mills at contract bid as well as by utilizing its purchasing power as one of the largest domestic buyers of wide flange beams in the United States.

DBMG has limited its raw material cost exposure by securing fixed price agreements from steel mills during contract bid, as well as by utilizing its purchasing power as one of the largest domestic buyers of wide flange beams in the United States.

SSC believes that the variety of services it offers to its customers enhances its ability to obtain and successfully complete projects.

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Through its six fabrication shops in Arizona, California, Kansas, and Utah, SSC has one of the highest fabrication capacities in the United States, with approximately 1.1 million square feet under roof and a maximum annual fabrication capacity of approximately 278,000 tons;

Named the top steel erector in the United States for 2007, 2008, 2011, 2013-2020, and 2022, and the second top steel erector for 2021 and 2023 - 2024 by Engineering News-Record, SSC knows how to add value to its projects through the safe and efficient erection of steel structures;

Named among the top two steel erectors in the United States each year since 2013, by Engineering News-Record, SSC knows how to add value to its projects through the safe and efficient erection of steel structures;

SSC uses BIM on every project to manage its role efficiently.

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• Fabrication:

Through its four fabrication shops in Florida, New Jersey, and Virginia, Banker Steel has maximum annual fabrication capacity of approximately 159,000 tons with approximately 447,000 square feet of space;

Through its three fabrication shops in New Jersey, and Virginia, Banker Steel has maximum annual fabrication capacity of approximately 139,000 tons with approximately 389,000 square feet of space;

typically focusing on complex, non-commoditized jobs with intensive fabrication requirements;

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Spectacle blinds, paddle blinds, drip rings, bleed rings, and test inserts, ASME vessels, launchers and pipe spools.

DBMG currently purchases its steel from a variety of domestic and foreign steel producers but is not dependent on any one producer.

During the year ended December 31, 2024, DBMG, through SSC and Banker Steel, purchased approximately 50.9% of the total value of steel and steel components purchased from two domestic steel vendors.

DBMG currently purchases its steel from a variety of domestic and foreign steel producers and is not dependent on any one producer.

During the year ended December 31, 2025, DBMG, through SSC and Banker Steel, purchased approximately 67.2% of the total value of steel and steel components from two domestic steel vendors.

Refer to Item 1A - Risk Factors - "Risks Related to the Infrastructure segment " elsewhere in this document for discussion on DBMG’s reliance on suppliers of steel and steel components.

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Human Capital

As of December 31, 2024, DBMG's workforce was comprised of 3,065 full-time and 23 part-time employees and hired 83 contractors and consultants across the globe, including the U.S., Canada, Australia, New Zealand, India, the Philippines, the UK, and Mexico.

The number of persons DBMG employs on an hourly basis fluctuates directly in relation to the amount of business DBMG performs.

As of December 31, 2025, DBMG's workforce was comprised of 3,525 full-time and 141 part-time employees, across the globe, including the U.S., Canada, Australia, India, the Philippines, New Zealand, Thailand and the UK.

Part-time employees at DBMG include temporary employees, consultants and contractors.

The number of people DBMG employs on an hourly basis fluctuates directly in relation to the amount of business DBMG performs.

Certain of the fabrication and erection personnel DBMG employs are represented by various trade unions.

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Although DBMG has not incurred any material environmental related liability in the past and believes that it is in material compliance with environmental laws, there can be no assurance that DBMG, or entities for which it may be responsible, will not incur such liability in connection with the investigation and remediation of facilities it currently operates (or formerly owned or operated) or other locations in a manner that could materially and adversely affect its operations.

DBMG maintains commercial general liability insurance in the amount of $2.0 million per occurrence and $4.0 million in the aggregate.

In addition, DBMG maintains umbrella coverage limits of $75.0 million.

DBMG maintains commercial general liability insurance with umbrella coverage limits as well as professional liability insurance for professional services related to our work in steel erection and fabrication projects.

DBMG also maintains insurance against property damage caused by fire, flood, explosion and similar catastrophic events that may result in physical damage or destruction of its facilities and property.

DBMG maintains professional liability insurance in the amount of $10.0 million for professional services related to our work in steel erection and fabrication projects.

All of DBMG’s policies are consistent with our estimated exposure and are in line with market guidelines.

All policies are subject to various deductibles and coverage limitations.

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Our Life Sciences segment is comprised of Pansend Life Sciences, LLC ("Pansend") which maintains a controlling interest of 80.0% in Genovel Orthopedics, Inc.

("Genovel"), which seeks to develop products to treat early osteoarthritis of the knee, and also has a controlling interest of 81.4% in R2 Technologies, Inc.

("Genovel"), which seeks to develop products to treat early osteoarthritis of the knee, and, as of December 31, 2025, also has a controlling interest of 81.0% in R2 Technologies, Inc.

("R2 Technologies"), which develops aesthetic and medical technologies for the skin.

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("Triple Ring"), and a 20.1% interest in Scaled Cell Solutions, Inc.

("Scaled Cell").

("Scaled Cell") as of December 31, 2025.

R2 Technologies, Inc.

R2 Technologies develops and commercializes breakthrough aesthetic medical and non-medical devices in the aesthetic dermatology market.

Headquartered in Silicon Valley, R2 Technologies is the world leader in CryoAesthetics™ medical devices.

Headquartered in Dublin, California, R2 Technologies is the world leader in CryoAesthetics™ medical devices.

R2 Technologies' Glacial® platform for precision contact cooling of the skin has been shown to reduce inflammation and also brighten dark spots.

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In connection with Huadong's investment, R2 Technologies entered into a distribution agreement with Huadong under which R2 Technologies granted Huadong exclusive rights to distribute all of R2 Technologies' products in the Asia-Pacific region, and R2 Technologies is entitled to receive a share of Huadong's net sales from such products.

On June 20, 2024, Pansend closed on a new Series D Preferred Stock ("Series D") investment in R2.

As part of the transaction, R2 Technologies converted its intercompany notes and accrued interest with Pansend, together with an additional cash investment from Pansend, into new Series D convertible participating preferred stock, for a total new additional investment of $21.3 million, increasing Pansend's total cumulative investment in R2 Technologies to $64.5 million, which increased Pansend's ownership in R2 Technologies to 81.4% immediately post-transaction as compared to 56.8% prior to the transaction.

The transaction was eliminated on consolidation.

In October 2025, R2 Technologies and Huadong entered into an amendment to the distribution agreement, which among other things, removed Huadong's exclusivity for distribution rights in the Asia-Pacific region, excluding China.

This amendment became effective on January 1, 2026.

R2 Technologies currently has four products in various stages of commercialization and development:

Glacial Rx – Launched in the first quarter of 2021 in the United States after receiving U.S.

Glacial Rx – Originally launched in the first quarter of 2021 in the United States after receiving U.S.

Food and Drug Administration (“FDA”) clearance for use in dermatologic procedures for the removal of benign lesions of the skin and for use when cooling is intended for the temporary reduction of pain, swelling, inflammation, and hematoma from minor surgical procedures.

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The Glacial Rx system is sold into medical practices and is operated by trained healthcare professionals.

Glacial Spa – Launched in the first half of 2022 in China after receiving China Non-Medical Classification, the Glacial Spa is a cooling experience used to even skin tone, and brighten and lighten skin and is intended to be operated by a trained aesthetician.

Glacial Spa – Originally launched in the first half of 2022 in China after receiving China Non-Medical Classification, the Glacial Spa is a cooling experience used to even skin tone, and brighten and lighten skin and is intended to be operated by a trained aesthetician.

The Glacial Spa system is being sold by Huadong’s existing sales force to spas.

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See below for more details on Glacial fx.

Glacial fx – Launched in the third quarter of 2023 in the United States and Canada, the Glacial fx is intended to brighten, calm, and stimulate healthy, youthful skin through its intelligent precision cooling technology.

The Glacial fx system has expanded R2’s North America market into all practice types, including nonmedical and retail chains, and is intended to be operated by a trained aesthetician.

Glacial fx – Originally launched in the third quarter of 2023 in the United States and Canada, the Glacial fx is intended to brighten, calm, and stimulate healthy, youthful skin through its intelligent precision cooling technology.

The Glacial fx system has expanded R2’s North America market into other countries and all practice types, including nonmedical and retail chains, and is intended to be operated by a trained aesthetician.

Glacial AI – Currently undergoing research and development, the Glacial AI is an autonomous, robotic cooling device focused on whole-body skin lightening and brightening.

1 unchanged sentence

In the United States and Canada, R2 Technologies utilizes a direct sales force to sell Glacial Rx and Glacial fx.

As of December 31, 2024, R2 Technologies had a sales force in the United States and Canada of 28 employees, total full-time employees of 42 and 2 part-time employees.

As of December 31, 2025, R2 Technologies had total full-time employees of 34 and 9 part-time employees.

Part-time employees at R2 Technologies includes hourly employees, temporary employees and contractors.

In international markets, R2 Technologies sells Glacial Rx, Glacial fx and Glacial Spa through distributors.

Currently, R2 Technologies has contracts with distributors to sell these products into the following countries:

Mexico, United Arab Emirates, Saudi Arabia, Bahrain, Qatar, Australia, Hong Kong, Singapore, Vietnam, China, United Kingdom, France, Kuwait, and India.

Currently, R2 Technologies has contracts with distributors to sell these products in Mexico, Bolivia, Colombia, Ecuador, Panama, Costa Rica, Guatemala, Dominican Republic, Peru, Spain, United Arab Emirates, Saudi Arabia, Bahrain, Qatar, Australia, Hong Kong, Singapore, Vietnam, China, United Kingdom, France, Kuwait, and India.

Seasonality and Quarterly Results

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The FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses, and a company that is found to have improperly promoted off-label uses may be subject to significant liability, including substantial monetary penalties and criminal prosecution.

The Glacial fx product is generally considered a non-medical product, referred to as a wellness product or electrical product depending on individual country requirements.

The Glacial fx product is managed under the same Quality Management System, excluding medical device design controls, as the Glacial Rx product which include, among other things, testing, control, and documentation requirements.

The regulatory classification of the product varies from country to country and has been approved as a medical device in Colombia, Peru, Panama, and United Arab Emirates.

The regulatory review process for medical devices varies from country to country, and many countries also impose product standards, packaging requirements, environmental requirements, labeling requirements and import restrictions on devices.

Each country has its own tariff regulations, duties, and tax requirements.

Failure to comply with applicable foreign regulatory requirements may subject a company to fines, suspension or withdrawal of regulatory approvals, product recalls, seizure of products, operating restrictions, criminal prosecution, or other consequences.

All of these foreign regulatory requirements may change from time to time and our failure to comply with applicable foreign regulatory requirements may subject us to fines, suspension or withdrawal of regulatory approvals, product recalls, seizure of products, operating restrictions, criminal prosecution, or other adverse consequences.

In international markets, we are required to obtain and maintain various quality assurance and quality management certifications.

We have obtained the following international certifications:

EN ISO 13485:2016 Medical Devices - Quality Management Systems - Requirements for regulatory purposes and Medical Device Single Audit Program (US and Canada).

EN ISO 13485:2016 Medical Devices - Quality Management Systems - Requirements for regulatory purposes and Medical Device Single Audit Program (US, Canada, and Australia).

In November 2024, we successfully completed a re-certification audit by our Certification Body, Société Générale de Surveillance ("SGS").

Sources of Raw Materials and Suppliers

We depend upon our contract manufacturer to build our products.

We depend upon one contract manufacturer to build our products.

We rely on purchase orders rather than long-term contracts with our contract manufacturer, which mitigates some risks, including price increases.

However, this subjects us to other risks such as component shortages.

However, this subjects us to other risks such as component material shortages.

We continue to evaluate alternative sources of supply for these components and materials.

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MediBeacon is a medical technology company specializing in the advances of fluorescent tracer agents and transdermal measurement.

MediBeacon has developed a system that enables point of care assessment monitoring of kidney function.

MediBeacon has developed a system that enables point of care assessment of kidney function.

The Transdermal GFR System (“TGFR”) is comprised of the TGFR Sensor, TGFR Monitor, and Lumitrace (relmapirazin), which, together, allow assessment of the kidney function by measuring the clearance rate of the fluorescent agent as it leaves the body.

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phase 3 TGFR Pivotal Study in the first quarter of 2023 and during the second quarter of 2023, submitted the results of the study to the FDA, and the results were published in April 2024 on the National Institutes of Health ("NIH") clinical studies website.

On January 17, 2025, it was announced that the FDA had approved MediBeacon’s TGFR for the assessment of kidney function in patients with normal or impaired renal function.

On January 17, 2025, the FDA approved MediBeacon’s TGFR for the assessment of kidney function in patients with normal or impaired renal function.

The TGFR is validated for use in the assessment of Glomerular Filtration Rate (GFR) in patients with stable kidney function at the point of care.

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In addition, current clinical practice measured GFR (mGFR) assessment requires sophisticated clinical laboratory analysis away from the patient’s point of care.

In February 2025, China's National Medical Products Administration (“NMPA”) approved MediBeacon's TGFR Monitor and TGFR Sensor.

Full regulatory approval from China's NMPA occurred in October 2025, following its approval for the categorization of the Lumitrace (relmapirazin) injection as a drug in China.

On December 16, 2025, the FDA approved the next generation MediBeacon TGFR System including the latest TGFR Reusable Sensor.

The latest TGFR Reusable Sensor has been designed for patient comfort, ease of application, and reusability.

It also lowers the cost compared to the single use TGFR Sensor previously approved by the FDA.

MediBeacon expects to begin initial sales of the TGFR System to select academic medical centers in the first quarter of 2026 in the United States and China.

MediBeacon fluorescent tracer agent-based monitoring systems hold promise in a range of potential medical applications, including:

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On February 23, 2023, pursuant to its amended commercial partnership with Huadong, MediBeacon issued $7.5 million of its preferred stock to Huadong, accelerating 50% of the remaining $15 million cash milestone investment due upon FDA approval of MediBeacon's TGFR.

Subsequent to year end, in January 2025, upon FDA approval, pursuant to the terms of MediBeacon's convertible notes, Pansend's convertible notes and the related accrued interest together totaling $12.9 million were converted into Series 3 Preferred Stock.

In addition, pursuant to its amended commercial partnership with Huadong and, as a result of FDA approval, a $7.5 million investment in its preferred stock by Huadong was in the process of closing at a pre-money valuation of approximately $420 million.

Once completed, this will decrease Pansend's ownership in MediBeacon from approximately 45.9% prior to the transaction to approximately 44.7% subsequent to the transaction.

On a fully diluted basis, Pansend's ownership in MediBeacon will decrease from 40.1% to 39.7%.

In January 2025, upon FDA approval, pursuant to the terms of MediBeacon's convertible notes, Pansend's convertible notes and the related accrued interest together totaling $12.9 million were converted into Series 3 Preferred Stock.

In addition, pursuant to its amended commercial partnership with Huadong and, as a result of FDA approval, a $7.5 million investment in its preferred stock by Huadong was received in the first quarter of 2025 at a pre-money valuation of approximately $420 million.

As a result of these transactions, Pansend's ownership in MediBeacon decreased from approximately 45.9% prior to the transaction to approximately 44.7% subsequent to the transaction.

On a fully diluted basis, Pansend's ownership in MediBeacon decreased from 40.1% prior to the transaction to 39.7% subsequent to the transaction.

As of December 31, 2025, Pansend's ownership in MediBeacon was 44.6% or 39.4% on a fully diluted basis.

Genovel Orthopedics, Inc.

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Broadcasting’s stations are interconnected to an internet protocol network backbone, which allows Broadcasting to monitor and operate the stations remotely, resulting in significant cost efficiencies.

In connection with the Spectrum Notes Extension, INNOVATE entered into a related side letter (the "Spectrum Letter") with the lenders, which required us to meet certain milestones with respect to strategic alternatives for the Spectrum segment, such that, if the Spectrum Notes are not repaid in full in cash on or before November 1, 2025, the side letter provides that we are required to commence an alternative strategic process for HC2B which includes a sale of HC2B with the net proceeds to be applied to the Spectrum Notes.

The November 1, 2025 milestone was not reached and in accordance with the Spectrum letter, management initiated a strategic process for HC2B.

We have met or extended all milestones associated with the sale as of December 31, 2025.

Subsequent to year-end, the December 31, 2025 milestone for a confidential information memorandum and bid process letter was met on the revised date of January 8, 2026.

The February 1, 2026 milestone for the submission of at least one bona fide indication of interest in an HC2B sale was waived.

The March 1, 2026 milestone for an executed letter of intent regarding an HC2B sale was extended to March 27, 2026.

As of the date of this Annual Report on Form 10-K, we are in compliance with the milestone covenants.

As of December 31, 2025, Broadcasting operated 257 stations, including three Full Power stations, 53 Class A stations and 201 Low Power Television ("LPTV") stations.

Broadcasting stations are collectively able to broadcast approximately 1,700 sub-channels and reach 113 markets in the U.S., and Puerto Rico, including 34 of the top 35 markets.

Broadcasting stations are collectively able to broadcast approximately 2,000 subchannels and reach 112 markets in the U.S., and Puerto Rico, including 39 of the top 40 markets.

Broadcasting has approximately 112 stations concentrated in the top 40 markets.

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Station Service

New York, NY 1 W02CY-D LPTV Station

WKOB-LD LPTV Station

New York, NY 1 WKOB-LD LPTV Station

W02CY-D LPTV Station

Los Angeles, CA 2 KHIZ-LD LPTV Station

KSKJ-CD Class A Station

Chicago, IL 3 W31EZ-D LPTV Station

WPVN-CD Class A Station

Worth, TX 4 K07AAD-D LPTV Station

KHPK-LD LPTV Station

Chicago, IL 3 WPVN-CD Class A Station

W31EZ-D LPTV Station

KPDS-LD LPTV Station

Worth, TX 4 KHPK-LD LPTV Station

KPFW-LD LPTV Station

KNAV-LD LPTV Station

KJJM-LD LPTV Station

KODF-LD LPTV Station

KPFW-LD LPTV Station

Philadelphia, PA 5 W25FG-D LPTV Station

WDUM-LD LPTV Station

WPSJ-CD Class A Station

K07AAD-D LPTV Station

KJJM-LD LPTV Station

Philadelphia, PA 5 WDUM-LD LPTV Station

WZPA-LD LPTV Station

Houston, TX 6 KEHO-LD LPTV Station

W25FG-D LPTV Station

WPSJ-CD Class A Station

Houston, TX 6 KUVM-LD LPTV Station

KUGB-CD Class A Station

KUVM-LD LPTV Station

KUVM-CD Class A Station

KBMN-LD LPTV Station

Atlanta, GA 7 WDWW-LD LPTV Station

WUEO-LD LPTV Station

KEHO-LD LPTV Station

Atlanta, GA 7 WYGA-CD Class A Station

WUVM-LD LPTV Station

WYGA-CD Class A Station

WDWW-LD LPTV Station

WUEO-LD LPTV Station

Washington, DC 8 W13DW-D LPTV Station

Boston, MA 9 WLEK-LD LPTV Station

San Francisco - Oakland - San Jose, CA 10 KEMO-TV Full Power Station

KQRO-LD LPTV Station

San Francisco - Oakland - San Jose, CA 10 KQRO-LD LPTV Station

KEMO-TV Full Power Station

Tampa - St Petersburg - Sarasota, FL 11 W31EG-D LPTV Station

W16DQ-D LPTV Station

WTAM-LD LPTV Station

WXAX-CD Class A Station

WTAM-LD LPTV Station

Phoenix - Prescott, AZ 12 K12XP-D LPTV Station

KPDF-CD Class A Station

KTVP-LD LPTV Station

KPDF-CD Class A Station

Seattle, WA 13 KUSE-LD LPTV Station

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Minneapolis - St.

Paul, MN 16 K33LN-D Class A Station

K28PQ-D LPTV Station

Paul, MN 16 KWJM-LD LPTV Station

KJNK-LD LPTV Station

K33LN-D Class A Station

K28PQ-D LPTV Station

KMBD-LD LPTV Station

KMQV-LD LPTV Station

KWJM-LD LPTV Station

Denver, CO 17 KRDH-LD LPTV Station

Lauderdale, FL 18 W16CC-D LPTV Station

Cleveland - Akron - Canton, OH 19 KONV-LD LPTV Station

WEKA-LD LPTV Station

WQDI-LD LPTV Station

Cleveland - Akron - Canton, OH 19 WQDI-LD LPTV Station

WUEK-LD LPTV Station

Sacramento - Stockton - Modesto, CA 20 KFTY-LD LPTV Station

WEKA-LD LPTV Station

KONV-LD LPTV Station

Sacramento - Stockton - Modesto, CA 20 KBIS-LD LPTV Station

K04QR-D LPTV Station

K12XJ-D LPTV Station

KAHC-LD LPTV Station

KBIS-LD LPTV Station

KFTY-LD LPTV Station

KBTV-CD Class A Station

KFKK-LD LPTV Station

KAHC-LD LPTV Station

KFMS-LD LPTV Station

Charlotte, NC 21 W15EB-D Class A Station

WVEB-LD LPTV Station

K36QQ-D LPTV Station

Charlotte, NC 21 WVEB-LD LPTV Station

W15EB-D Class A Station

WHEH-LD LPTV Station

Raleigh - Durham - Fayetteville, NC 22 WIRP-LD LPTV Station

WNCB-LD LPTV Station

Raleigh - Durham - Fayetteville, NC 22 WNCB-LD LPTV Station

WIRP-LD LPTV Station

Portland, OR 23 KOXI-CD Class A Station

Louis, MO 24 W09DL-D LPTV Station

WLEH-LD LPTV Station

Louis, MO 24 KPTN-LD LPTV Station

K25NG-D Class A Station

KBGU-LD LPTV Station

KPTN-LD LPTV Station

W09DL-D LPTV Station

WODK-LD LPTV Station

Indianapolis, IN 25 WQDE-LD LPTV Station

WLEH-LD LPTV Station

Indianapolis, IN 25 WUDZ-LD LPTV Station

WSDI-LD LPTV Station

WUDZ-LD LPTV Station

WQDE-LD LPTV Station

Nashville, TN 26 WCTZ-LD LPTV Station

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Pittsburgh, PA 27 WJMB-CD Class A Station

WKHU-CD Class A Station

WWLM-CD Class A Station

WMVH-CD Class A Station

WKHU-CD Class A Station

WWKH-CD Class A Station

WWLM-CD Class A Station

Salt Lake City, UT 28 KBTU-LD LPTV Station

2 unchanged sentences

San Antonio, TX 31 K17MJ-D LPTV Station

K25OB-D Class A Station

KISA-LD LPTV Station

KOBS-LD LPTV Station

K25OB-D Class A Station

KSAA-LD LPTV Station

KSSJ-LD LPTV Station

KVDF-CD Class A Station

Hartford - New Haven, CT 32 WRNT-LD LPTV Station

WTXX-LD LPTV Station

KISA-LD LPTV Station

KSSJ-LD LPTV Station

Hartford - New Haven, CT 32 WTXX-LD LPTV Station

WRNT-LD LPTV Station

Kansas City, MO 33 KAJF-LD LPTV Station

4 unchanged sentences

Columbus, OH 35 WDEM-CD Class A Station

Greenville - Spartanburg - Asheville - Anderson, SC 36 W22EY-D LPTV Station

Greenvll-Spart-Ashevll-And, SC 36 W22EY-D LPTV Station

Milwaukee, WI 38 WTSJ-LD LPTV Station

West Palm Beach - Ft.

Pierce, FL 39 WWCI-CD Class A Station

WDOX-LD LPTV Station

Pierce, FL 39 WDOX-LD LPTV Station

WWCI-CD Class A Station

WXOD-LD LPTV Station

Las Vegas, NV 40 K36NE-D Class A Station

KEGS-LD LPTV Station

Las Vegas, NV 40 KNBX-CD Class A Station

KHDF-CD Class A Station

KNBX-CD Class A Station

KEGS-LD LPTV Station

KVPX-LD LPTV Station

Jacksonville, FL 41 WJXE-LD LPTV Station

K36NE-D Class A Station

Jacksonville, FL 41 WODH-LD LPTV Station

WKBJ-LD LPTV Station

WODH-LD LPTV Station

WJXE-LD LPTV Station

WRCZ-LD LPTV Station

Birmingham - Anniston - Tuscaloosa, AL 45 WUDX-LD LPTV Station

WUOA-LD LPTV Station

Oklahoma City, OK 47 KBZC-LD LPTV Station

Birmingham - Anniston - Tuscaloosa, AL 45 WUOA-LD LPTV Station

WUDX-LD LPTV Station

Oklahoma City, OK 47 KTOU-LD LPTV Station

KBZC-LD LPTV Station

KOHC-CD Class A Station

KTOU-LD LPTV Station

Albuquerque - Santa Fe, NM 48 KQDF-LD LPTV Station

1 unchanged sentence

Louisville, KY 49 WKUT-LD LPTV Station

New Orleans, LA 50 WQDT-LD LPTV Station

WTNO-CD Class A Station

Memphis, TN 51 KPMF-LD LPTV Station

W15EA-D Class A Station

New Orleans, LA 50 WTNO-CD Class A Station

WQDT-LD LPTV Station

Memphis, TN 51 W15EA-D Class A Station

WPED-LD LPTV Station

KPMF-LD LPTV Station

WQEK-LD LPTV Station

1 unchanged sentence

Myers - Naples, FL 53 WGPS-LD LPTV Station

Buffalo, NY 54 WVTT-CD Class A Station

WWHC-LD LPTV Station

Buffalo, NY 54 WWHC-LD LPTV Station

WVTT-CD Class A Station

Fresno - Visalia, CA 55 K17JI-D Class A Station

KZMM-CD Class A Station

Richmond - Petersburg, VA 56 WFWG-LD LPTV Station

WUDW-LD LPTV Station

Richmond - Petersburg, VA 56 WUDW-LD LPTV Station

WWBK-LD LPTV Station

Mobile, AL - Pensacola, FL 57 WEDS-LD LPTV Station

WWBH-LD LPTV Station

Little Rock - Pine Bluff, AR 58 K23OW-D LPTV Station

WFWG-LD LPTV Station

Mobile, AL - Pensacola, FL 57 WWBH-LD LPTV Station

WEDS-LD LPTV Station

Little Rock - Pine Bluff, AR 58 KWMO-LD LPTV Station

K23OW-D LPTV Station

KENH-LD LPTV Station

KWMO-LD LPTV Station

Knoxville, TN 60 W19FF-D LPTV Station

1 unchanged sentence

KUOC-LD LPTV Station

Des Moines - Ames, IA 67 KAJR-LD LPTV Station

Des Moines - Ames, IA 67 KRPG-LD LPTV Station

KAJR-LD LPTV Station

KCYM-LD LPTV Station

KRPG-LD LPTV Station

Wichita - Hutchinson, KS 71 KFVT-LD LPTV Station

1 unchanged sentence

W35DQ-D LPTV Station

Omaha, NE 73 KAJS-LD LPTV Station

KQMK-LD LPTV Station

Springfield, MO 74 KCNH-LD LPTV Station

KFKY-LD LPTV Station

Omaha, NE 73 KQMK-LD LPTV Station

KAJS-LD LPTV Station

Springfield, MO 74 KFKY-LD LPTV Station

KCNH-LD LPTV Station

Huntsville - Decatur - Florence, AL 75 W34EY-D Class A Station

2 unchanged sentences

Rochester, NY 79 WGCE-CD Class A Station

Harlingen - Weslaco - Brownsville - McAllen, TX 80 KAZH-LD LPTV Station

KNWS-LD LPTV Station

Harlingen - Weslaco - Brownsville - McAllen, TX 80 KNWS-LD LPTV Station

KRZG-CD Class A Station

KAZH-LD LPTV Station

Charleston - Huntington, WV 82 WOCW-LD LPTV Station

Waco - Temple - Bryan, TX 83 KAXW-LD LPTV Station

KZCZ-LD LPTV Station

Waco - Temple - Bryan, TX 83 KZCZ-LD LPTV Station

KAXW-LD LPTV Station

K20KJ-D LPTV Station

Savannah, GA 84 WDID-LD LPTV Station

4 unchanged sentences

Shreveport, LA 91 K36MU-D LPTV Station

Champaign - Springfield - Decatur, IL 92 W23EW-D LPTV Station

WCQA-LD LPTV Station

Champaign - Springfield - Decatur, IL 92 WCQA-LD LPTV Station

WEAE-LD LPTV Station

Cedar Rapids - Waterloo - Iowa City, IA 94 K17MH-D LPTV Station

KFKZ-LD LPTV Station

W23EW-D LPTV Station

Cedar Rapids - Waterloo - Iowa City, IA 94 KFKZ-LD LPTV Station

K17MH-D LPTV Station

Baton Rouge, LA 95 K27NB-D LPTV Station

4 unchanged sentences

Boise, ID 98 K17ED-D Class A Station

K31FD-D Class A Station

KBKI-LD LPTV Station

KFLL-LD LPTV Station

South Bend - Elkhart, IN 100 KPDS-LD LPTV Station

KBKI-LD LPTV Station

K31FD-D Class A Station

Greenville - New Bern - Washington, NC 102 W35DW-D LPTV Station

1 unchanged sentence

Tallahassee, FL - Thomasville, GA 105 W21EL-D LPTV Station

Tyler - Longview- Nacogdoches, TX 106 KCEB Full Power Station

Tyler - Longview- Nacogdoches, TX 106 KDKJ-LD LPTV Station

KCEB Full Power Station

KBJE-LD LPTV Station

KDKJ-LD LPTV Station

KKPD-LD LPTV Station

3 unchanged sentences

Evansville, IN 109 WDLH-LD LPTV Station

WEIN-LD LPTV Station

WELW-LD LPTV Station

Wayne, IN 110 W30EH-D LPTV Station

WEIN-LD LPTV Station

Wayne, IN 110 WCUH-LD LPTV Station

W30EH-D LPTV Station

W25FH-D LPTV Station

WCUH-LD LPTV Station

WFWC-CD Class A Station

6 unchanged sentences

WJDO-LD LPTV Station

Eugene, OR 120 K06QR-D LPTV Station

KORY-CD Class A Station

Montgomery - Selma, AL 121 WQAP-LD LPTV Station

WDSF-LD LPTV Station

Eugene, OR 120 KORY-CD Class A Station

K06QR-D LPTV Station

Montgomery - Selma, AL 121 WDSF-LD LPTV Station

WQAP-LD LPTV Station

Peoria - Bloomington, IL 122 W27EQ-D LPTV Station

Santa Barbara - San Luis Obispo, CA 123 KDFS-CD Class A Station

KLDF-CD Class A Station

Santa Barbara - San Luis Obispo, CA 123 KLDF-CD Class A Station

KQMM-CD Class A Station

KSBO-CD Class A Station

KDFS-CD Class A Station

KVMM-CD Class A Station

KSBO-CD Class A Station

KZDF-LD LPTV Station

Lafayette, LA 124 K21OM-D LPTV Station

Bakersfield, CA 125 KTLD-CD Class A Station

KXBF-LD LPTV Station

Bakersfield, CA 125 KXBF-LD LPTV Station

KTLD-CD Class A Station

Wilmington, NC 126 WQDH-LD LPTV Station

Columbus, GA - Opelika - Auburn, AL 127 W31EU-D LPTV Station

W29FD-D LPTV Station

Columbus, GA - Opelika - Auburn, AL 127 W29FD-D LPTV Station

W31EU-D LPTV Station

Monterey - Salinas, CA 128 K09AAF-D LPTV Station

1 unchanged sentence

Corpus Christi, TX 130 K21OC-D LPTV Station

K32OC-D LPTV Station

KCCX-LD LPTV Station

K32OC-D LPTV Station

KYDF-LD LPTV Station

Salisbury, MD 131 W35CS-D LPTV Station

Amarillo, TX 132 KAUO-LD LPTV Station

5 unchanged sentences

Palm Springs, CA 145 K21DO-D Class A Station

Joplin, MO - Pittsburg, KS 151 KPJO-LD LPTV Station

KRLJ-LD LPTV Station

Bangor, ME 156 W20ER-D LPTV Station

W32FS-D LPTV Station

Joplin, MO - Pittsburg, KS 151 KRLJ-LD LPTV Station

KPJO-LD LPTV Station

Bangor, ME 156 W32FS-D LPTV Station

W20ER-D LPTV Station

Biloxi-Gulfport, MS 158 W33EG-D LPTV Station

1 unchanged sentence

Jackson, TN 174 WYJJ-LD LPTV Station

Quincy, IL - Hannibal, MO - Keokuk, IA 175 K14SU-D LPTV Station

WVDM-LD LPTV Station

Quincy, IL - Hannibal, MO - Keokuk, IA 175 WVDM-LD LPTV Station

K14SU-D LPTV Station

Bowling Green, KY 180 WCZU-LD LPTV Station

Puerto Rico 213 WOST Full Power Station

WWKQ-LD LPTV Station

WQQZ-CD Class A Station

Puerto Rico WWKQ-LD LPTV Station

WOST Full Power Station

W20EJ-D LPTV Station

W27DZ-D LPTV Station

WQQZ-CD Class A Station

(a) Rankings are based on the relative size of a station’s Designated Market Area ("DMA") among the 210 generally recognized DMAs in the United States.

3 unchanged sentences

The programming Broadcasting distributes includes networks targeting shopping, weather, sports and entertainment programming, as well as religious networks and networks targeting select ethnic groups.

Broadcasting generates broadcast station revenue from its operations.

Broadcast station revenue is generated primarily from the sale of television airtime in return for a fixed fee or a portion of the third-parties' related ad sales, principally from channel leases and revenue sharing agreements with minimum guarantees included within the contracts.

Broadcasting revenue is generated primarily from the sale of television airtime in return for a fixed fee or a portion of the third-parties' related advertisement sales, principally from channel leases and revenue sharing agreements with minimum guarantees included within certain contracts.

In a typical broadcast station revenue agreement, we, as the owner/licensee of a station, make available, for a fee, airtime on one or multiple of our station subchannel(s) to a third party.

The third party broadcasts during that airtime and collects revenue from advertising aired during such content.

The third party broadcasts its content during that airtime and collects revenue from any advertising it airs during such content.

Broadcast station revenue is recognized over the life of the contract, when the program is broadcast.

The fees charged can be fixed or variable, and the contracts that the Company enters into are generally short-term in nature;

however, initial contract periods may exceed one year in length.

Variable fees are usage/sales-based and are recognized as revenue when the subsequent usage occurs.

34 unchanged sentences

Our FCC licenses must be renewed every eight years.

The current television license renewal cycle began in 2020, and all our licenses have been renewed.

The weighted-average period prior to the next renewal for FCC licenses was 5.4 years and 6.2 years as of December 31, 2024 and 2023, respectively, after taking into consideration licenses that were successfully renewed shortly after year-end.

The current television license renewal cycle began in 2020, and all our licenses have been renewed as of the filing date of this Form 10-K.

The weighted-average period prior to the next renewal for FCC licenses was 4.4 years and 5.4 years as of December 31, 2025 and 2024, respectively.

While we cannot be certain that we will always obtain renewal grants in the future from the FCC, the FCC has historically renewed the Company’s broadcast licenses in substantially all cases.

6 unchanged sentences

These changes may affect our ability to conduct our business in ways that we believe would be advantageous and may impact our operating results.

New Broadcast TV Technology:

In 2017, the FCC approved the ATSC 3.0, the next generation broadcast standards defining how television signals are broadcast and interpreted ("NextGen TV").

ATSC 3.0 is an enhancement to previous broadcast standards, providing enhanced picture and audio quality, mobility, addressability, increased capacity, and IP connectivity.

ATSC 3.0, is the next generation broadcast technology standard defining how television signals are broadcast and interpreted ("NextGen TV").

ATSC 3.0 is an enhancement to previous broadcast technology standards, providing enhanced picture and audio quality, mobility, addressability, increased capacity, and IP connectivity.

ATSC 3.0 will offer a platform to merge linear programming and non-TV data services alongside OTA and over-the-top ("OTT").

As the ATSC 3.0 standard provides for a more efficient use of spectrum, this could enable us to provide expanded or additional services to new and existing customers, Among the many emerging opportunities will be hyper-local news, weather, and traffic;

As ATSC 3.0 provides for a more efficient use of spectrum, this could enable us to provide expanded or additional services to new and existing customers, Among the many emerging opportunities may be hyper-local news, weather, and traffic;

dynamic ad insertion;

6 unchanged sentences

and connectivity to automobiles.

In addition, ATSC 3.0 will provide new emergency capabilities including advanced alerting functions which can relay evacuation routes and device wake-up features.

Many of these features will be available to mobile devices.

In addition, ATSC 3.0 may provide new emergency capabilities including advanced alerting functions which can relay evacuation routes and device wake-up features.

Many of these may be available to mobile devices.

Currently, Broadcasting is exploring commercial opportunities in datacasting on our platform that may offer incremental revenue opportunities over the next year.

20 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business