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Item 1A. Risk Factors

2026-03-26 compared with 2025-03-31 · 117 added, 111 removed, 887 unchanged (20% of the section changed)

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• Our levels of indebtedness, financing arrangements and other obligations

• Restrictive covenants in our debt and preferred stock instruments

• Ability to meet working capital requirements

• Restrictive covenants in our debt and preferred stock instruments, including covenants in or associated with certain of our debt instruments that requires us to dispose of material assets or operations to meet our obligations.

• Ability to meet working capital and long term liquidity requirements

• Dependence on key personnel and ability to attract and retain skilled personnel

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• Significant fluctuations in Pansend's operating results

• Indebtedness of R2 Technologies that will mature on August 1, 2026

• High levels of competition in the life sciences space, competition in general and competitive developments in the market

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• Impact of a failure to obtain or maintain necessary FDA (or foreign equivalent) clearances and approvals

• Risks associated with the misuse by customers, physicians and technicians of Pansend's products

• Risks associated with the misuse by customers, physicians and technicians of Pansend's products or the products of Pansend's investees

• Inventory management, Pansend's limited manufacturing experience, and our ability to scale, suspend or reduce production based on variations in product demand.

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• Obsolescence of Pansend's products

• Ability of Pansend to effectively protect its intellectual property and the impact of a failure to do so

• Ability of Pansend and its investees to effectively protect their intellectual property and the impact of a failure to do so

• Impact of third party intellectual property infringement claims

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• Effectiveness of our operations in a highly competitive market

• Impact of FCC regulations, including with respect to broadcasting licenses, or Congressional legislation

• Impact of legislation and FCC regulations, including with respect to broadcasting licenses.

The following risk factors and the forward-looking statements elsewhere herein should be read carefully in connection with evaluating the business of the Company and its subsidiaries.

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INNOVATE’s principal source of cash and cash flow is distributions from its subsidiaries.

Thus, its ability to service its debt, including the $330.0 million in aggregate principal amount of 8.5% Senior Secured Notes due 2026 (the "2026 Senior Secured Notes"), $48.9 million aggregate principal of 7.50% convertible senior notes due 2026 (the "2026 Convertible Notes"), $31.0 million aggregate principal amount of 16.0% unsecured notes issued to the Continental General Insurance Company ("CGIC") due 2026 (the "CGIC Unsecured Note") and the $20.0 million secured revolving credit agreement (the “Revolving Credit Agreement”), of which $20.0 million was drawn as of December 31, 2024, and to finance future acquisitions, is dependent on the ability of its subsidiaries to generate sufficient net income and cash flows to make upstream cash distributions to INNOVATE.

Thus, its ability to service its debt, including the $360.4 million aggregate principal amount of new 10.50% 2027 Senior Secured Notes, $53.5 million aggregate principal amount of new 9.50% 2027 Convertible Notes, $1.9 million aggregate principal amount remaining of 8.50% 2026 Senior Secured Notes, $0.2 million aggregate principal amount remaining of 7.50% 2026 Convertible Notes, $45.9 million principal amount of the CGIC Note and the $20.0 million secured revolving credit agreement (the “Revolving Credit Agreement”), of which $20.0 million was drawn as of December 31, 2025, and to finance future acquisitions, is dependent on the ability of its subsidiaries to generate sufficient net income and cash flows to make upstream cash distributions to INNOVATE.

INNOVATE’s subsidiaries are separate legal entities, and although they may be wholly-owned or controlled by INNOVATE, they have no obligation to make any funds available to INNOVATE, whether in the form of loans, dividends, distributions or otherwise.

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For a description of our and our subsidiaries' indebtedness, refer to Note 11.

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

If our business does not generate sufficient cash flow from operations or if future borrowings are not available to us in an amount sufficient to enable us and our subsidiaries to pay our indebtedness or make mandatory redemption payments with respect to our outstanding shares of preferred stock, or to fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness or redeem the preferred stock, on or before the maturity thereof, sell assets, reduce or delay capital investments or seek to raise additional capital, any of which could have a material adverse effect on us.

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

If our business does not generate sufficient cash flows from operations or if future borrowings are not available to us in an amount sufficient to enable us and our subsidiaries to pay our indebtedness or make mandatory redemption payments with respect to our outstanding shares of preferred stock, or to fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness or redeem the preferred stock, out of legally available funds, on or before the maturity thereof, sell assets, reduce or delay capital investments or seek to raise additional capital, any of which could have a material adverse effect on us.

In addition, we may not be able to effect any of these actions, if necessary, on commercially reasonable terms or at all.

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As of the date of these financial statements, there is substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued.

The principal conditions leading to this conclusion are the upcoming maturities of our Corporate Senior Secured Notes, other current debt at Corporate and certain of our subsidiaries as well as from certain cross-default provisions in the Company's Senior Secured Notes.

Based on these conditions, the Company may not be able to meet its obligations at maturity and comply with certain cross-default provisions under the Senior Secured Notes over the next twelve months.

The Company plans to alleviate these conditions through various initiatives it is currently exploring, including refinancing the debt at Corporate and our subsidiaries, pursuing asset sales, and raising additional capital.

However, there can be no assurance that the Company will have the ability to raise additional capital when needed, be successful in any asset sales, or refinance its existing debt, on attractive terms, or at all, nor any assurances that lenders will provide additional extensions, waivers or amendments in the event of future non-compliance with the Company’s debt covenants or other possible events of default.

Further, there can be no assurance that the Company will be able to execute a reduction, extension, or refinancing of the debt, or that the terms of any replacement financing would be as favorable as the terms of the debt prior to the maturity date.

The principal conditions leading to this conclusion are the upcoming maturities of our debt obligations.

Based on these conditions, the Company may not be able to meet its obligations at maturity and comply with certain cross-default provisions under the 2027 Senior Secured Notes over the next twelve months, or any potential breach of the milestone covenant of our 2027 Senior Secured Notes, which has required the Company to commence a sales process for all or substantially all of DBM Global’s assets or equity interests in accordance with certain dates and deadlines.

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, for additional information.

The Company plans to alleviate these conditions through various initiatives it is currently exploring, including pursuing asset sales, and potentially refinancing debt and raising additional capital.

However, there can be no assurance that the Company will have the ability to be successful in any asset sales, additional capital raises, or the refinancing of its existing debt, on attractive terms or at all, nor any assurances that lenders will provide additional extensions, waivers or amendments in the event of future non-compliance with the Company’s debt covenants or other possible events of default.

There can be no assurance that these plans will be successfully implemented or that they will mitigate the conditions that raise substantial doubt about the Company's ability to continue as a going concern.

The potential inability to refinance or extend the maturity of the aforementioned current debt, or to obtain additional financing or raise sufficient cash to pay the debt at maturity would have a material adverse effect on our financial condition and likely cause the price of the Company’s common stock to decline.

The agreements governing our indebtedness and Certificates of Designation for our outstanding shares of preferred stock contain various covenants that limit our discretion in the operation of our business and/or require us to meet financial maintenance tests and other covenants.

The failure to comply with such tests and covenants could have a material adverse effect on us.

The agreements governing our indebtedness and the Certificates of Designation for our outstanding shares of preferred stock contain, and any of our other future financing agreements may contain, covenants imposing operating and financial restrictions on our businesses.

The indentures governing our outstanding senior secured notes and convertible notes contain, and any future indentures may contain various covenants, including those that restrict our ability to, and, in certain cases, the ability of the Company’s subsidiaries, to, among other things, incur additional indebtedness;

create liens;

engage in sale-leaseback transactions;

pay dividends or make distributions in respect of capital stock;

make certain restricted payments;

engage in transactions with affiliates;

or consolidate or merge with, or sell substantially all of its assets to, another person.

These covenants are subject to a number of important exceptions and qualifications.

The potential inability to complete any assets sales, refinance or extend the maturity of the aforementioned current debt, or to obtain additional financing or raise sufficient cash to pay the debt at maturity would have a material adverse effect on our financial condition and likely cause the price of the Company’s common stock to decline.

The instruments and agreements governing our indebtedness, and our Third Amended and Restated Certificate of Incorporation contain various covenants that limit our discretion in the operation of our business and/or require us to meet certain covenants.

The failure to comply with such covenants could have a material adverse effect on us.

The indentures governing INNOVATE’s 2027 Senior Secured Notes, 2027 Convertible Notes, 2026 Senior Secured Notes, 2026 Convertible Notes, CGIC Subordinated Secured Promissory Note and Revolving Line of Credit, and our Third Amended and Restated Certificate of Incorporation and any future debt agreements may contain various covenants, including those that restrict our ability to, among other things:

• incur liens on our property, assets and revenue;

• borrow money, and guarantee or provide other support for the indebtedness of third parties;

• redeem or repurchase our capital stock;

• make scheduled interest and principal or other payments or prepay, redeem or repurchase, certain of our indebtedness

• enter into certain change of control transactions;

• make investments in entities that we do not control, including joint ventures;

• enter into certain asset sale transactions, including divestiture of certain company assets and divestiture of capital stock of wholly-owned subsidiaries;

• enter into certain transactions with affiliates;

• enter into secured financing arrangements.

The debt facilities at our subsidiaries contain similar covenants applicable to each respective subsidiary.

These covenants may limit our ability to effectively operate our businesses.

For example, DBMG has an indemnity agreement with its surety bond provider that also contains covenants on retention of capital requirements for DBMG, which may limit the amount of dividends DBMG may pay to its stockholders.

In addition, the indenture governing our 2026 Senior Secured Notes dated February 1, 2021, by and among INNOVATE, the guarantors party thereto and U.S.

Bank National Association, a national banking association, as trustee (the "Secured Indenture") requires that we meet certain financial tests, including a collateral coverage ratio and minimum liquidity test.

Our ability to satisfy these tests may be affected by factors and events beyond our control, and we may be unable to meet such tests in the future.

Any failure to comply with the restrictions in the agreements governing our indentures, or any agreement governing other indebtedness we could incur, may result in an event of default under those agreements.

For example, DBMG has an indemnity agreement with its surety bond provider that also contains covenants on retention of capital and working capital requirements for DBMG, which may limit the amount of dividends DBMG may pay to its stockholders.

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.

We may not be able to consummate that sale at a price that would be sufficient for us to pay the 2027 Senior Secured Notes in full or on any terms.

Any failure to comply with the restrictions in the indentures governing INNOVATE’s 2027 Senior Secured Notes or any other instrument or agreement governing our existing indebtedness, or indebtedness we may incur in the future, may result in an event of default under those agreements.

Such default may allow the creditors to accelerate the related debt, which acceleration may trigger cross-acceleration or cross-default provisions in other debt.

If any of these risks were to occur, our business and operations could be materially and adversely affected.

Refer to Footnote 11.

Debt Obligations to our Consolidated Financial Statements included in the Annual Report on Form 10-K for additional information.

The Certificates of Designation provide the holders of our preferred stock with consent and voting rights with respect to certain of the matters referred to above, in addition to certain corporate governance rights.

Refer to Note 11.

Debt Obligations to our Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information.

Our Third Amended and Restated Certificate of Incorporation provides the holders of our Series A-3 and Series A-4 Preferred Stock with consent and voting rights with respect to certain of the matters referred to above, in addition to certain corporate governance rights.

These restrictions may interfere with our ability to obtain financings or to engage in other business activities, which could have a material adverse effect on our business and operations.

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We have a significant amount of indebtedness and outstanding shares of preferred stock.

As of December 31, 2024, our total principal amount of outstanding debt was $668.3 million and the accrued value of our outstanding preferred stock had a combined redemption value of $16.1 million and a current fair value of $16.4 million as of December 31, 2024, which is inclusive of the $0.3 million accrued dividend payable on January 15, 2025.

As of December 31, 2025, our total principal amount of outstanding debt was $687.2 million and the accrued value of our outstanding preferred stock had a combined redemption value of $9.3 million and a current fair value of $9.6 million as of December 31, 2025, which is inclusive of $0.3 million of accrued cash dividends.

We may not generate enough cash flow to satisfy our obligations under such indebtedness and other arrangements.

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• certain assets of our subsidiaries are pledged to secure their indebtedness, and those assets cannot be pledged to secure other financings;

• our having to divert a significant portion of our cash flow from operations to payments on our indebtedness and other arrangements, thereby reducing the availability of cash to fund working capital, capital expenditures, acquisitions, investments and other general corporate purposes;

• our having to divert a significant portion of our cash flows from operations to payments on our indebtedness and other arrangements, thereby reducing the availability of cash to fund working capital, capital expenditures, acquisitions, investments and other general corporate purposes;

• limiting our ability to obtain additional financing, on terms we find acceptable, if needed, for working capital, capital expenditures, expansion plans and other investments, which may limit our ability to implement our business strategy;

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In addition, it is possible that we may need to incur additional indebtedness or enter into additional financing arrangements in the future in the ordinary course of business.

The terms of the Secured Indenture and our subsidiaries’ other financing arrangements allow us to incur additional debt and issue additional shares of preferred stock, subject to certain limitations.

If additional indebtedness is incurred or equity is issued, the risks described above could intensify.

In addition, our inability to maintain certain leverage ratios could result in acceleration of a portion of our debt obligations and could cause us to be in default if we are unable to repay the accelerated obligations.

In addition, our inability to maintain compliance with our debt covenants could result in acceleration of all or a portion of our debt obligations and could cause us to be in default if we are unable to repay the accelerated obligations.

We have experienced significant historical, and may experience significant future, operating losses and net losses, which may hinder our ability to meet working capital requirements or service our indebtedness, and we cannot assure you that we will generate sufficient cash flows from operations to meet such requirements or service our indebtedness.

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We recognized net loss attributable to INNOVATE of $60.6 million in 2025 and net loss attributable to INNOVATE of $34.6 million in 2024, and we have also incurred net losses in other prior periods.

We cannot assure you that our business will generate cash flow from operations in an amount sufficient to fund our liquidity needs.

We cannot assure you that our business will generate cash flows from operations in an amount sufficient to fund our liquidity needs.

If our cash flows and capital resources are insufficient, we may be forced to reduce or delay capital expenditures, sell assets and/or seek additional capital or financings.

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For the years ended December 31, 2025 and 2024, we recognized cash flows provided by operating activities of $146.6 million and $9.1 million, respectively.

Loss of our key management or other personnel, including the 2023 unexpected passing of our Chief Executive Officer, President and Director, could adversely impact our business.

Loss of our key management or other personnel, could adversely impact our business.

We believe that the future success of INNOVATE and its operating subsidiaries is largely dependent and will depend to a significant extent upon the performance, skills, experience and efforts of our senior management and certain other key personnel.

If, for any reason, one or more senior executives or key personnel were not to remain active in our Company, our results of operations could be adversely affected.

If, for any reason, one or more senior executives or key personnel, including our Interim CEO, were not to remain active in our Company, our results of operations could be adversely affected.

On July 23, 2023, we announced the unexpected passing of Wayne Barr, our President, Chief Executive Officer ("CEO") and Director.

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In future periods, if the process required by Section 404 of the Sarbanes-Oxley Act of 2002, (the "Sarbanes-Oxley Act") reveals or we otherwise identify one or more material weaknesses or significant deficiencies, the correction of any such material weakness or significant deficiency could require additional remedial measures including additional personnel which could be costly and time-consuming.

If a material weakness exists as of a future period year-end (including a material weakness identified prior to year-end for which there is an insufficient period of time to evaluate and confirm the effectiveness of the corrections or related new procedures), our management will be unable to report favorably as of such future period year-end to the effectiveness of our internal control over financial reporting.

If a material weakness exists as of a future period-end (including a material weakness identified prior to year-end for which there is an insufficient period of time to evaluate and confirm the effectiveness of the corrections or related new procedures), our management will be unable to report favorably as of such future period year-end to the effectiveness of our internal control over financial reporting.

If we are unable to assert that our internal control over financial reporting is effective in any future period, we could lose investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on the trading price of our common stock and potentially subject us to additional and potentially costly litigation and governmental inquiries/investigations.

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Any failure to retain stable and dedicated labor by us may lead to disruption to our business operations.

Although we have not experienced any labor shortages to date, we have observed an overall tightening and increasingly competitive labor market since 2021.

Although we have not experienced any labor shortages to date, we have observed an overall tightening and increasingly competitive labor market in recent years.

We have experienced, and expect to continue to experience, increases in labor costs due to increases in salary and wages, social benefits and employee headcount.

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dollar, foreign currencies and inflation may adversely impact our results of operations and financial condition.

Although the majority of our products are manufactured and sold inside of the United States, we conduct various operations outside the United States.

Although the majority of our operations are within the United States, we conduct various operations outside the United States.

As a result, we face exposure to movements in currency exchange rates.

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Pursuant to Section 802.01C, the Company had a period of six months following the receipt of the notice to regain compliance with the minimum share price requirement.

On August 27, 2024, subsequent to the Reverse Stock Split, the Company was notified by the NYSE that it had again regained compliance with this listing standard.

On August 27, 2024, subsequent to a reverse stock split effected by the Company, the Company was notified by the NYSE that it had again regained compliance with this listing standard.

If the Company's average closing price of the Company's common stock falls below $1.00 per share again and the Company is unable to regain compliance with the $1.00 share price rule within the mandated cure period, the NYSE will initiate procedures to suspend and delist the Common Stock.

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Although to date, such attacks have not had a material impact on our financial condition, results of operations or liquidity, there can be no assurance that our cybersecurity measures and technology will adequately protect us from these and other risks, including internal and external risks such as natural disasters and power outages and internal risks such as insecure coding and human error.

Attacks perpetrated against our information systems could result in loss of assets and critical information, theft of intellectual property or inappropriate disclosure of confidential information and could expose us to remediation costs and reputational damage.

The inappropriate disclosure of confidential information or risk of theft of our intellectual property could result from the inappropriate use of AI systems by our employees, personnel, or business partners with access to such information, which could have an adverse effect on our business.

In addition, the unexpected or sustained unavailability of the information systems or the failure of these systems to perform as anticipated for any reason, including cybersecurity attacks and other intentional hacking, could subject us to legal claims if there is loss, disclosure or misappropriation of or access to our customers’ information and could result in service interruptions, safety failures, security violations, regulatory compliance failures, an inability to protect information and assets against intruders, sensitive data being lost or manipulated and could otherwise disrupt our businesses and result in decreased performance, operational difficulties and increased costs, any of which could adversely affect our business, results of operations, financial condition or liquidity.

In addition, the unexpected or sustained unavailability of the information systems or the failure of these systems to perform as anticipated for any reason, including cybersecurity attacks and other intentional hacking, could subject us to additional legal costs and claims if there is loss, disclosure or misappropriation of or access to our customers’ information and could result in service interruptions, safety failures, security violations, regulatory compliance failures, an inability to protect information and assets against intruders, sensitive data being lost or manipulated and could otherwise disrupt our businesses and result in decreased performance, operational difficulties and increased costs, any of which could adversely affect our business, results of operations, financial condition or liquidity.

We may increase our operational size in the future, and may experience difficulties in managing growth.

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We may not be able to fully utilize our net operating loss and other tax carryforwards.

Our ability to utilize our net operating loss ("NOL") and other tax carryforward amounts, such as Code Section 163(j) disallowed interest carryforwards, to reduce taxable income in future years may be limited for various reasons.

Our ability to utilize our net operating loss ("NOL") and other tax carryforward amounts, including disallowed interest carryforwards under Code Section 163(j), may be subject to limitations for various reasons.

As a result of the enactment of the Tax Cuts and Jobs Act ("TCJA"), the deduction for NOLs arising in tax years after December 31, 2017, will be limited to 80% of taxable income, although they can be carried forward indefinitely.

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As of December 31, 2025, the U.S.

consolidated group had approximately $174.3 million of federal NOL carryforwards and $222.2 million of Code Section 163(j) interest limitation carryforwards available to offset our future taxable income, which NOLs will begin to expire in 2034.

consolidated group had approximately $176.3 million of federal NOL carryforwards and $240.0 million of interest expense carryforwards under Code Section 163(j) available to offset our future taxable income, with certain NOLs beginning to expire in 2034.

Pursuant to the Code Sections 382 and 383, use of our NOLs and certain other tax attributes may be limited by an “ownership change” within the meaning of Code Section 382 and applicable Treasury Regulations.

If a corporation undergoes an “ownership change,” which is generally defined as an increase of more than 50% of the value of a corporation’s stock owned by certain “5-percent shareholders” (as such term is defined in Internal Revenue Code Section 382) over a rolling three-year period, the corporation’s ability to use its pre-change NOLs and certain other pre-change tax attributes to offset its post-change income or taxes may be limited.

On August 30, 2021, the Company entered into a Tax Benefits Preservation Plan (the "2021 Preservation Plan").

The 2021 Preservation Plan was intended to help protect the Company's ability to use its tax NOLs and other certain tax assets ("Tax Benefits") by deterring an "ownership change," as defined under the Code, by a person or group of affiliated or associated persons from acquiring beneficial ownership of 4.9% or more of the outstanding common shares.

The 2021 Preservation Plan terminated on March 31, 2023, and, on April 1, 2023, the Company entered into a new Tax Benefits Preservation Plan (the “2023 Preservation Plan”).

On May 6, 2024, the Company terminated its Tax Benefits Preservation Plan entered into on April 1, 2023 (the “2023 Preservation Plan”) because the Company’s Board of Directors determined that the 2023 Preservation Plan was no longer necessary or desirable for the preservation of the Company’s ability to use its tax net operating losses and other certain tax assets.

Refer to Note 16.

Equity and Temporary Equity included in the Consolidated Financial Statements of this Annual Report on Form 10-K for additional information on the expired 2023 Preservation Plan, which is incorporated herein by reference.

We may experience ownership changes in the future as a result of subsequent shifts in our common stock ownership, some of which may be outside of our control.

If the Company were to experience an ownership change as defined in Code Section 382, its ability to utilize these tax attributes would be substantially limited.

For instance, in 2014, after substantial acquisitions of our common stock were reported by new beneficial owners, and we issued shares of our preferred stock, convertible into our common stock.

We conducted a Code Section 382 review.

The conclusions of this review indicated that an ownership change had occurred as of May 29, 2014.

Additionally, as a result of our common stock offering in November 2015 and our purchase of GrayWolf in November 2018, we triggered additional ownership changes at GrayWolf, imposing additional limitations on the use of the acquired NOL carryforward amounts.

For example, if substantial acquisitions of our common stock are reported by new beneficial owners, and we issue shares of our preferred stock, convertible into our common stock, we would conduct a Code Section 382 review.

The conclusions of this review could indicate that an ownership change has occurred.

For example, as a result of our common stock offering in November 2015 and our purchase of GrayWolf in November 2018, we triggered additional ownership changes at GrayWolf, imposing additional limitations on the use of the acquired NOL carryforward amounts.

There can be no assurance that future ownership changes would not further negatively impact our NOL carryforward amounts because any future annual Section 382 limitation will ultimately depend on the value of our equity as determined for these purposes and the amount of unrealized gains immediately prior to such ownership change.

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The global economy and capital and credit markets have experienced exceptional turmoil and upheaval over the past several years.

Ongoing concerns about the systemic impact of potential long-term and widespread recession and potentially prolonged economic recovery, volatile energy costs, fluctuating commodity prices and interest rates, volatile exchange rates, geopolitical issues, including the armed conflict in Ukraine and Israel, natural disasters and pandemic illness, instability in credit markets, cost and terms of credit, consumer and business confidence and demand, a changing financial, regulatory and political environment, and substantially increased unemployment rates have all contributed to increased market volatility and diminished expectations for many established and emerging economies, including those in which we operate.

Ongoing concerns about the systemic impact of potential long-term and widespread recession and potentially prolonged economic recovery, volatile energy costs, fluctuating commodity prices and interest rates, volatile exchange rates, geopolitical issues, including conflicts in Ukraine, the Middle East and Venezuela, among others, natural disasters and pandemic illness, instability in credit markets, cost and terms of credit, consumer and business confidence and demand, a changing financial, regulatory and political environment, and substantially increased unemployment rates have all contributed to increased market volatility and diminished expectations for many established and emerging economies, including those in which we operate.

Furthermore, austerity measures that certain countries may agree to as part of any debt crisis or disruptions to major financial trading markets may adversely affect world economic conditions and have an adverse impact on our business.

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and international markets and economies and prolonged stagnation in business and consumer spending may adversely affect our liquidity and financial condition, and the liquidity and financial condition of our customers, including our ability to access capital markets and obtain capital lease financing to meet liquidity needs.

Climate change may have an impact on our business.

Climate change and related environmental issues could have a material adverse impact on our business, financial condition and results of operations

Climate change related events, such as increased frequency and severity of storms, floods, wildfires, droughts, hurricanes, freezing conditions, and other natural disasters, may have both immediate and long-term impacts on our business, financial condition and results of operations.

While we seek to mitigate our business risks associated with climate change by establishing robust environmental programs and partnering with organizations who are also focused on mitigating their own climate-related risks, we recognize that there are inherent climate change-related risks wherever business is conducted.

While there have been no direct impacts to the financial statements, any of our primary locations could be vulnerable to the adverse effects of climate change, including drought, water scarcity, heat waves, wildfires and resultant air quality impacts and power shutoffs associated with wildfire prevention.

Changing market dynamics, global policy developments and the increasing frequency and impact of extreme weather events on critical infrastructure in the U.S.

and elsewhere have the potential to disrupt our business, the business of our third-party suppliers and the business of our customers, and may cause us to experience higher attrition, losses and additional costs to maintain or resume operations.

In addition, infrastructure owners could face increased costs to maintain their assets, which could result in reduced profitability and fewer resources for strategic investment.

These types of physical risks could in turn lead to transitional risks (i.e., the degree to which society responds to the threat of climate change), such as market and technology shifts, including decreased demand for our services and solutions, reputational risks, such as how our values and practices regarding a low carbon transition are viewed by external and internal stakeholders, and policy and legal risks, such as the extent to which low carbon transitions are driven by the governments of the jurisdictions in which we operate around the globe, all of which could have a material adverse impact on our business, financial condition and results of operations.

We are subject to risks associated with our international operations.

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• changing regulatory environments;

• outbreaks of pandemic diseases, including new COVID-19 variants, or fear of such outbreaks;

• outbreaks of pandemic diseases, or fear of such outbreaks;

• inflationary pressures;

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• loss of contract rights and inability to adequately enforce contracts;

• political instability, war and civil disturbances or other risks that may limit or disrupt markets, such as terrorist attacks, piracy and kidnapping;

• political instability, war and civil disturbances or other conflicts and risks that may limit or disrupt markets, such as terrorist attacks, piracy and kidnapping;

• fluctuations in currency exchange rates, hard currency shortages and controls on currency exchange that affect demand for our services and our profitability;

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The success of this strategy is dependent upon our ability to identify appropriate opportunities, negotiate transactions on favorable terms and ultimately complete such transactions.

In the ordinary course of our business, we evaluate the potential disposition of assets and businesses that may no longer help us meet our objectives or that no longer fit with our broader strategy, such as the dispositions of our Clean Energy and Insurance segments in 2021 or the acquisition of Banker Steel by our Infrastructure segment in 2021.

In addition, we have been required to sell certain assets or businesses to comply with certain of our debt covenants.

When we sell assets or a business, we may encounter difficulty in finding buyers or alternative exit strategies on acceptable terms in a timely manner, which could delay the accomplishment of our strategic objectives, or we may dispose of a business at a price or on terms which are less than we had anticipated.

We may not be able to consummate those dispositions for fair market value or at all.

Furthermore, any proceeds that we could realize from any such disposition may not be adequate to meet our debt obligations.

In addition, there is a risk that we sell a business whose subsequent performance exceeds our expectations, in which case our decision would have potentially sacrificed enterprise value.

In the course of our acquisitions, we may not acquire 100% ownership of certain of our operating subsidiaries, or we may face delays in completing certain acquisitions, including in acquiring full ownership of certain of our operating companies.

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If we dispose of or otherwise exit certain businesses, there can be no assurance that we will not incur certain disposition related charges, or that we will be able to reduce overhead related to the divested assets.

When we decide to sell assets or a business, we may encounter difficulty in finding buyers or alternative exit strategies on acceptable terms in a timely manner, which could delay the accomplishment of our strategic objectives, or we may dispose of a business at a price or on terms which are less than we had anticipated.

In addition, there is a risk that we sell a business whose subsequent performance exceeds our expectations, in which case our decision would have potentially sacrificed enterprise value.

We also own minority interests in a number of entities, such as MediBeacon, Triple Ring Technologies, Inc.

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We anticipate that many of these companies will continue to incur substantial additional operating losses for at least the next several years and expect their losses to increase as research and development efforts expand.

There can be no assurance as to when or whether any of these companies will be able to develop significant sources of revenue or that any of their respective operations will become profitable, even if any of them is able to commercialize any products.

As a result, we may not realize any returns on our investments in these companies, which could adversely affect our business, results of operations, financial condition or liquidity.

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Any such event could consume significant management time and result in a loss to us of the related costs incurred, which could adversely affect our financial position and our ability to consummate other acquisitions and investments.

There may be tax consequences associated with our acquisition, investment, holding and disposition of target companies and assets.

We may incur significant taxes in connection with effecting acquisitions of, or investments in, holding, receiving payments from, operating or disposing of target companies and assets.

Our decision to make a particular acquisition, sell a particular asset or increase or decrease a particular investment may be based on considerations other than the timing and amount of taxes owed as a result thereof.

There may be tax consequences associated with our disposition, acquisition, investment, and holding of target companies and assets.

We may incur significant taxes in connection with effecting dispositions, acquisitions of, or investments in, holding, receiving payments from, or operating of target companies and assets.

Our decision to sell a particular asset, make a particular acquisition, or increase or decrease a particular investment may be based on considerations other than the timing and amount of taxes owed as a result thereof.

We may remain liable for certain tax obligations of certain disposed companies, and we may be required to make material payments in connection therewith.

Our participation in any future joint investment could be adversely affected by our lack of sole decision-making authority, our reliance on a partner’s financial condition and disputes between us and the relevant partners.

We have, indirectly through our subsidiaries, formed joint ventures, and may in the future engage in similar joint ventures with third parties.

We have, in the past, indirectly through our subsidiaries, formed joint ventures, and may in the future engage in similar joint ventures with third parties.

In such circumstances, we may not be in a position to exercise significant decision-making authority if we do not own a substantial majority of the equity interests of such joint venture or otherwise have contractual rights entitling us to exercise such authority.

These ventures may involve risks not present were a third party not involved, including the possibility that partners might become insolvent or fail to fund their share of required capital contributions.

These ventures may involve risks not present when a third party is not involved, including the possibility that partners might become insolvent or fail to fund their share of required capital contributions.

In addition, partners may have economic or other business interests or goals that are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives.

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We may also, in certain circumstances, be liable for the actions of our third-party partners which could have a material adverse effect on us.

We and our subsidiaries rely on trademark, copyright, trade secret, contractual restrictions and patent rights to protect our intellectual property and proprietary rights and if these rights are impaired, then our ability to generate revenue and our competitive position may be harmed .

If we fail to protect our intellectual property rights adequately, including through the improper use of AI by our personnel or business partners, our competitors might gain access to our technology, and our business might be harmed.

We and our subsidiaries and our investees rely on trademark, copyright, trade secret, contractual restrictions and patent rights to protect our intellectual property and proprietary rights and if these rights are impaired, then our and our investees' ability to generate revenue and competitive positions may be harmed .

If we and our investees fail to protect our intellectual property rights adequately, including through the improper use of AI by our personnel or business partners, our competitors might gain access to our or our investees' technology, and our business might be harmed.

In addition, defending our intellectual property rights might entail significant expense.

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We also have reserved shares of common stock for issuance pursuant to our broad-based equity incentive plans, upon exercise of stock options and other equity-based awards granted thereunder, and pursuant to other equity compensation arrangements.

We may issue shares of common stock or additional shares of preferred stock to raise additional capital, such as during the Rights Offering which closed during 2024, to complete a business combination or other acquisition, to capitalize new businesses or new or existing businesses of our operating subsidiaries or pursuant to other employee incentive plans, any of which could dilute the interests of our stockholders and present other risks.

We may issue shares of common stock or additional shares of preferred stock to raise additional capital for corporate purposes, to complete a business combination or other acquisition, to capitalize new businesses or new or existing businesses of our operating subsidiaries or pursuant to other employee incentive plans, any of which could dilute the interests of our stockholders and present other risks.

The issuance of additional shares of common stock or preferred stock may, among other things:

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The issuance of additional shares of common stock or preferred stock, or perceptions in the market that such issuances could occur, may also adversely affect the prevailing market price of our outstanding common stock and impair our ability to raise capital through the sale of additional equity securities.

Conversion of the 2026 Convertible Notes will dilute the ownership interest of existing stockholders, including holders who had previously converted their Convertible Notes, or may otherwise depress the market price of our common stock.

As of December 31, 2024, the holders of our 2026 Convertible Notes had rights to convert their notes into 1,154,857 shares of our common stock.

Conversion of the 2027 Convertible Notes and 2026 Convertible Notes will dilute the ownership interest of existing stockholders, including holders who had previously converted their Convertible Notes, or may otherwise depress the market price of our common stock.

As of December 31, 2025, the holders of our 2027 Convertible Notes and 2026 Convertible Notes (together known as the "Convertible Notes") had rights to convert their notes into 1,263,308 and 3,781, shares of our common stock, respectively.

The conversion of some or all of our Convertible Notes will dilute the ownership interests of existing stockholders.

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Future sales of substantial amounts of our common stock by holders of our preferred stock or other significant stockholders may adversely affect the market price of our common stock.

As of December 31, 2024, the holders of our outstanding Series A-3 Preferred Stock and Series A-4 Preferred Stock had certain rights to convert their preferred stock into 549,884 shares of our common stock.

As of December 31, 2025, the holders of our outstanding Series A-3 Preferred Stock and Series A-4 Preferred Stock had certain rights to convert their preferred stock into an aggregate 364,593 shares of our common stock.

Pursuant to a second amended and restated registration rights agreement, dated January 5, 2015, entered into in connection with the issuance of the preferred stock, we have granted registration rights to the purchasers of our preferred stock and certain of their transferees with respect to INNOVATE common stock held by them and common stock underlying the preferred stock.

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• actual or anticipated fluctuations in our results of operations and the performance of our competitors;

• reaction of the market to our announcement of any future acquisitions or investments;

• reaction of the market to our announcement of any future dispositions, acquisitions or investments;

• the public’s reaction to our press releases, our other public announcements and our filings with the SEC;

• changes in general economic conditions;

• outbreaks of pandemic diseases, including coronavirus, or fear of such outbreaks;

• outbreaks of pandemic diseases, or fear of such outbreaks;

• actions of our equity investors, including sales of our common stock by significant stockholders.

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• authorizing a board of directors to issue preferred stock;

• prohibiting cumulative voting in the election of directors;

• limiting the persons who may call special meetings of stockholders;

• prohibiting stockholder actions by written consent;

• creating a classified board of directors pursuant to which our directors are elected for staggered three-year terms;

• permitting the board of directors to increase the size of the board and to fill vacancies;

• requiring a super-majority vote of our stockholders to amend our bylaws and certain provisions of our certificate of incorporation;

• establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings.

We are subject to the provisions of Section 203 of the Delaware General Corporation Law which limit the right of a corporation to engage in a business combination with a holder of 15 percent or more of the corporation’s outstanding voting securities, or certain affiliated persons.

Although we believe that these charter and bylaw provisions, and provisions of Delaware law, provide an opportunity for the board to assure that our stockholders realize full value for their investment, they could have the effect of delaying or preventing a change of control, even under circumstances that some stockholders may consider beneficial.

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Under certain circumstances arising out of, or related to, certain actions of activist stockholders, including a proxy contest or consent solicitation, a change in a majority of our board of directors may trigger the requirement that we make an offer to redeem our shares of preferred stock at a price per share of preferred stock, equal to the greater of (i) the accrued value of the preferred stock, plus any accrued and unpaid dividends (to the extent not included in the accrued value of preferred stock), and (ii) the value that would be received if the share of preferred stock were converted into common stock, the occurrence of which could materially and adversely affect our business.

In such instance, the Company cannot assure stockholders that it would be able to obtain the financing on commercially reasonable terms (if at all) to fund the offer to redeem all of the preferred stock.

If any of these risks were to occur, our business, operating results and financial condition could be materially and adversely affected.

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As a result, DBMG’s backlog may be reduced or it may incur a loss if a government agency decides to terminate or modify a contract to which DBMG is a party.

Any changes in government capital allocations, or any under-staffing of government departments or agencies, including resulting from layoffs within the government, or any government shutdowns impacting our business interaction with affected departments or agencies, could result in delays in project awards, program cancellations, disruptions and/or stop work orders, could limit the government’s ability to effectively progress programs and make timely payments, and could limit our ability to perform on our existing government contracts and successfully compete for new work.

DBMG is also subject to audits, including audits of internal control systems, cost reviews and investigations by government contracting oversight agencies.

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If the amount DBMG is required to pay for third-party goods and services in an effort to meet its contractual obligations exceeds the amount it has estimated, DBMG could experience project losses or a reduction in estimated profit.

Persistent inflation and economic uncertainty may negatively impact DBMG's business.

Inflation and economic uncertainty may negatively impact DBMG's business.

Inflation in the United States and worldwide has increased DBMG’s costs and may result in additional cost increases, including of steel and welding wire components and other inputs that are critical to the completion of DBMG’s projects, may cause additional shortages of supplies and components, may increase cost of borrowing, and may continue to reduce DBMG’s purchasing power, all of which would have a negative impact on DBMG’s results of operation.

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The prices of the steel and steel components that DBMG utilizes in the course of completing projects are susceptible to price fluctuations due to supply and demand trends, duties and tariffs, energy costs, transportation costs, government regulations, changes in currency exchange rates, price controls, general economic conditions and other unforeseen circumstances.

For example, the recent armed conflicts in Ukraine and Israel have resulted in significant uncertainty in the commodities markets.

For example, the recent armed conflicts in Ukraine, the Middle East and Venezuela have resulted in significant uncertainty in the commodities markets.

A prolonged conflict and any sanctions or import controls targeting the Russian oil and natural gas industries could lead to sustained increases in energy prices.

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As a result, DBMG’s margins may be adversely impacted by such cost increases.

In addition, the recently approved increases in steel import tariffs proposed by the U.S.

president could lead to significant increases in the cost of steel.

In addition, changes to steel import tariffs and counter tariffs could lead to significant increases in the cost of steel.

Tariffs on components that we or our suppliers import from certain nations that have, or may in the future have, tariffs may adversely affect our profitability unless we are able to exclude such components from the tariffs or we raise prices for our products, which may result in our services and products becoming less attractive relative to services and products offered by our competitors.

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We cannot ensure that DBMG’s operations will continue to comply with future laws and regulations or that these laws and regulations will not cause DBMG to incur significant costs or adopt more costly methods of operation.

Additionally, the adoption and implementation of any new regulations imposing reporting obligations on, or limiting emissions of greenhouse gases from, DBMG’s customers’ equipment and operations could significantly impact demand for DBMG’s services, particularly among its customers for industrial facilities.

Any expenditures in connection with compliance or remediation efforts or significant reductions in demand for DBMG’s services as a result of the adoption of environmental proposals could have a material adverse effect on DBMG’s results of operations, cash flows or financial condition.

DBMG is and will likely continue to be involved in litigation that could have a material adverse effect on DBMG’s results of operations, cash flows or financial condition.

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These fluctuations may occur due to a variety of factors, many of which are outside of Pansend’s control and may be difficult to predict, including:

• the timing and cost of, and level of investment in, research, development, and commercialization activities relating to Pansend’s product and product candidates, which may change from time to time;

• the timing of receipt of approvals or clearances for Pansend’s product candidates from regulatory authorities in the U.S.

• the timing and cost of, and level of investment in, research, development, and commercialization activities relating to Pansend’s and its investees' product and product candidates, which may change from time to time;

• the timing of receipt of approvals or clearances for Pansend’s and its investees' product candidates from regulatory authorities in the U.S.

or internationally;

• the timing and status of enrollment for Pansend’s clinical trials; the timing and success or failure of nonclinical studies and clinical trials for Pansend’s product candidates or competing product candidates, or any other change in the competitive landscape of the life sciences industry, including consolidation among Pansend’s competitors or partners;

• coverage and reimbursement policies with respect to Pansend’s product and product candidates, including the degree to which treatments using its products are covered and receive adequate reimbursement from third-party payors, and potential future drugs or devices that compete with its products, and competition in general and competitive developments in the market;

• the cost of manufacturing Pansend’s product, as well as building out its supply chain, which may vary depending on the quantity of production and the terms of Pansend’s agreements with manufacturers;

• expenditures that Pansend may incur to acquire, develop or commercialize additional product candidates and technologies;

• the level of demand for Pansend’s product and any product candidates, if approved or cleared, which may vary significantly over time and may experience seasonal fluctuations in demand;

• the timing and status of enrollment for Pansend’s and its investees' clinical trials; the timing and success or failure of nonclinical studies and clinical trials for Pansend’s and its investees' product candidates or competing product candidates, or any other change in the competitive landscape of the life sciences industry, including consolidation among Pansend’s and its investees' competitors or partners;

• coverage and reimbursement policies with respect to Pansend’s and its investees' product and product candidates, including the degree to which treatments using its products are covered and receive adequate reimbursement from third-party payors, and potential future drugs or devices that compete with its products, and competition in general and competitive developments in the market;

• the cost of manufacturing Pansend’s and its investees' product, as well as building out its supply chain, which may vary depending on the quantity of production and the terms of Pansend’s agreements with manufacturers;

• expenditures that Pansend and its investees may incur to acquire, develop or commercialize additional product candidates and technologies;

• the level of demand for Pansend’s and its investees' product and any product candidates, if approved or cleared, which may vary significantly over time and may experience seasonal fluctuations in demand;

• litigation, including patent, employment, securities class action, stockholder derivative, general commercial, product liability and other lawsuits or claims;

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You should not rely on our results for any one quarter as an indication of future performance.

The failure of R2 Technologies to pay its promissory note due to Lancer on August 1, 2026 or to extend or refinance such debt could have a material adverse effect on us.

On August 4, 2025, R2 Technologies amended and restated the senior secured promissory note payable by R2 Technologies to Lancer Capital, an investment fund led by Avram A.

Glazer, the Chairman of the Company’s board of directors.

The original principal amount of the amended and restated note was $43.5 million and the amended and rested note has an annual interest rate of 12%, or 14% upon the occurrence and during the continuation of an event of default.

Accrued and unpaid interest is capitalized monthly into the principal balance.

The entire outstanding principal amount of the amended and restated note, together with all accrued and unpaid interest thereon, is due and payable on the earlier to occur of (i) August 1, 2026, or (ii) the occurrence of (A) a Change of Control (as defined therein) or (B) the sale of all or substantially all of the assets of the R2 Technologies.

As security for its obligations under the amended and restated note, R2 Technologies has granted Lancer Capital a first priority lien on all of its assets on the terms and subject to the conditions set forth in that Security Agreement dated as of July 13, 2022 by and between R2 Technologies and Lancer Capital and a lien on its intellectual property on the terms and subject to the conditions set forth in that Intellectual Property Security Agreement dated as of July 13, 2022 by and between R2 Technologies and Lancer Capital.

There can be no assurance that R2 Technologies will be able to pay the amended and restated promissory note when due, that it will be able to extend the maturity thereof on acceptable terms or on any terms or that it will be able to refinance the indebtedness thereunder on acceptable terms or on any terms.

If R2 Technologies is unable to pay the amended and restated note when due, extend the maturity thereof or refinance its obligation thereunder, Lancer Capital would be able to exercise its remedies under the security agreements and Article 9 of the Delaware Uniform Commercial Code, including taking possession of all of the assets of R2 Technologies, selling them and applying the proceeds of the sale to satisfy the unpaid indebtedness.

Any such sale would likely be a price less than the fair market value of R2 Technologies as a going concern and could materially and adversely affect our business, financial condition and results of operations.

Pansend operates in a highly competitive market, and may face competition from large, well-established medical technology, device and product manufacturers with significant resources, and may not be able to compete effectively.

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Our insurance coverage may not be sufficient to cover the full extent of any loss or damage to our manufacturing facilities or distribution centers, and any loss, damage of or disruption to those facilities, or loss or damage of the inventory stored there, could materially and adversely affect our business, financial condition and results of operations.

Pansend currently has not generated significant product revenue and may never become profitable.

To date, Pansend has not generated significant revenue and has historically relied on financing from the sale of equity securities and issuances of additional debt to fund its operations.

We expect that Pansend’s future financial results will depend primarily on its success in launching, selling, and supporting its therapies and treatments, including R2 Technologies' Glacial systems or other products based on Pansend’s technology.

Pansend may never become profitable.

To date, certain Pansend investees have not generated significant revenue and Pansend has historically relied on financing from the sale of equity securities and issuances of additional debt to fund its operations.

We expect that Pansend’s future financial results will depend primarily on its success in continuing to launch, sell, and support its therapies and treatments, including R2 Technologies' Glacial systems or other products based on Pansend’s technology.

Pansend expects to expend significant resources on hiring of personnel, continued scientific and product research and development, potential product testing and pre-clinical and clinical investigation, intellectual property development and prosecution, marketing and promotion, capital expenditures, working capital, general and administrative expenses, and fees and expenses associated with Pansend’s capital raising efforts.

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enhance our operational, financial and management systems, including warehouse management and inventory control;

maintain and improve internal controls and disclosure controls and procedures;

maintain and improve internal controls, disclosure controls and procedures;

maintain and improve information technology systems and procedures;

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In order to generate repeat and referral business, patients must be satisfied with the effectiveness of the procedures conducted using R2’s systems.

The decision to undergo one of R2’s procedures is, thus, driven by patient demand, which may be influenced by a number of factors, such as:

• the success of R2’s sales and marketing programs;

• the extent to which R2’s physician customers recommend its procedures to their patients;

The decision to undergo one of R2 Technologies’ procedures is, thus, driven by patient demand, which may be influenced by a number of factors, such as:

• the success of R2 Technologies’ sales and marketing programs;

• the extent to which R2 Technologies’ physician customers recommend its procedures to their patients;

• the extent to which R2 Technologies’ procedures satisfy patient expectations;

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• the success of any direct-to-consumer marketing efforts R2 Technologies may initiate; and

• general consumer confidence, which may be impacted by economic and political conditions outside of R2 Technologies’s control.

• general consumer confidence, which may be impacted by economic and political conditions outside of R2 Technologies’ control.

R2 Technologies’ financial performance will be negatively impacted in the event it cannot generate significant patient demand for procedures performed with its systems.

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Increased market acceptance of our products and treatments will depend in part upon the recommendations of medical and aesthetics professionals, as well as other factors including effectiveness, safety, ease of use, reliability, aesthetics and price compared to competing products and treatment methods.

Pansend’s failure to obtain or maintain necessary FDA clearances and approvals, or to maintain continued clearances, or equivalents thereof in the U.S.

Pansend’s failure to obtain or maintain necessary FDA or foreign market clearances and approvals, or to maintain continued clearances, or equivalents thereof in the U.S.

and relevant foreign markets, could hurt its ability to distribute and market its products.

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Demand may be affected by seasonality, rapid changes in product pricing, product defects, promotions, changes in consumer spending patterns, changes in consumer tastes with respect to our products, competitors’ product launches, and other factors, and our consumers may not purchase products in the quantities that we expect.

It may be difficult to accurately forecast demand and determine appropriate levels of product or componentry.

It may be difficult to accurately forecast demand and determine appropriate levels of product or components.

If we fail to manage our inventory effectively we may be subject to a heightened risk of inventory obsolescence, a decline in inventory values, and significant inventory write-downs or write-offs.

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Additionally, adverse events in clinical trials of Scaled Cell candidates or in other companies’ clinical trials could result in a decrease in demand for products developed by Scaled Cell.

Advancing CAR-T therapy creates other challenges, including those related to the manufacture, sourcing, licensing, education, and regulation of such therapies.

Advancing CAR-T therapy creates other challenges, including those related to the manufacturing, sourcing, licensing, education, and regulation of such therapies.

Additionally, responses by the FDA or other federal and state agencies to negative public perception or ethical concerns could result in increased regulation or legislation of CAR-T therapies.

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however, the Communications Act requires the FCC to renew a broadcast license if the FCC finds that the station has served the public interest, convenience and necessity and, with respect to the station, there have been no serious violations by the licensee of either the Communications Act or the FCC’s rules and regulations and there have been no other violations by the licensee of the Communications Act or the FCC’s rules and regulations that, taken together, constitute a pattern of abuse.

The Company had 4 pending renewal applications at the end of 2024, and will have no applications due in 2025.

The Company had no pending renewal applications at the end of 2025, and will have no applications due in 2026.

Third parties may oppose license renewals.

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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 1A. Risk Factors