Slides
Page 1
Third Quarter 2025 Earnings November 13, 2025
Page 2
Disclaimer 2 The material that follows is a presentation ("Presentation") of information about Innventure, Inc. and its subsidiaries (together referred to herein as "Innventure," the "Company," "us," "our," or "we") as of the date of this presentation. The Presentation does not purport to contain all information that may be required or desired by a party interested in investigating the Company, its business or prospects, and it shall not be deemed to be a complete description of the state of affairs of the Company historically, at its stated date or in the future. None of the Company or any of its respective affiliates, officers, directors, employees, representatives or agents make any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. This Presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a written definitive agreement. This Presentation was prepared solely for informational purposes and does not constitute, and is not to be construed as, an offer, or invitation, or solicitation of an offer, to subscribe for or purchase or sell any securities. Likewise, it does not give and should not be treated as giving investment advice, and it has no regard to the specific investment objectives, financial situation or particular needs of any recipient. Neither this Presentation nor anything contained herein shall form the basis of any contract or commitment whatsoever. Caution Regarding Forward-Looking Information This Presentation contains forward-looking statements, including statements regarding the Company’s, its subsidiaries’ or its management's expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future, including the anticipated benefits of the technology that its subsidiaries intend to develop and commercialize, growth and performance expectations, the commercialization of products and services, and long-term goals. Any statements contained herein that are not statements of historical fact are forward-looking statements. Forward-looking statements appear in a number of places in this Presentation. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "might," "outlook," "plan," "possible," "potential," "predict," "project," "should," "will," "would" and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on the current expectations and beliefs of the management of the Company in light of factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting the Company will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including those discussed and identified in the public filings made or to be made with the SEC by the Company, and the following: • the Company’s and its subsidiaries’ ability to obtain funding for their operations and future growth and to continue as going concerns; • the Company and its subsidiaries’ ability to generate liquidity and maintain sufficient capital to operate as anticipated; • the Company’s and its subsidiaries’ ability to execute on strategies and achieve future financial performance, including their respective future business plans, expansion and acquisition plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and the Company’s and its subsidiaries’ ability to invest in growth initiatives; • the Company’s and its subsidiaries’ future capital requirements and sources and uses of cash, including the ability to obtain funding for operations and future growth and to continue as a going concern;
Page 3
Disclaimer (cont.) 3 • the Company’s access to funds under the Standby Equity Purchase Agreement with YA II PN, Ltd. due to certain conditions, restrictions and limitations set forth therein and in other agreements with YA II PN, Ltd.; • certain restrictions and limitations set forth in the Company’s debt instruments, which may impair the Company’s financial and operating flexibility; • the Company’s inability to maintain control over its subsidiaries; • the risk that the technology solutions that the Company and its subsidiaries license or acquire from third parties or develop internally may not function as anticipated or provide the benefits anticipated; • developments and projections relating to the Company’s and its subsidiaries’ competitors and industry; • the implementation, market acceptance and success of the Company’s and its subsidiaries’ business models and growth strategies; • the ability of the Company and its subsidiaries to scale the operations of their businesses; • the ability of the Company and its subsidiaries to establish substantial commercial sales of their products; • the ability of the Company and its subsidiaries to compete against companies with greater capital and other resources or superior technology or products; the Company and its subsidiaries’ ability to meet, and to continue to meet, applicable regulatory requirements for the use of their respective products and the numerous regulatory requirements generally applicable to their businesses; • the outcome of any legal proceedings against the Company or its subsidiaries; • the Company’s ability to find future opportunities to license or acquire breakthrough technology solutions from multinational corporations or other third parties (“Technology Solutions Provider”) and to satisfy the requirements imposed by or to avoid disagreements with its current and future Technology Solutions Providers; • the risk that the launch of new companies distracts the Company’s management from its other subsidiaries and their operations; • the risk that the Company may be deemed an investment company under the Investment Company Act, which would impose burdensome compliance requirements and restrictions on its activities; • the ability of the Company and its subsidiaries to sufficiently protect their intellectual property rights and to avoid or resolve in a timely and cost-effective manner any disputes that may arise relating to its use of the intellectual property of third parties; • the risk of a cyber-attack or a failure of the Company’s or its subsidiaries’ information technology and data security infrastructure; • geopolitical risk and changes in applicable laws or regulations; • potential adverse effects of other economic, business, and/or competitive factors; • limited liquidity and trading of the Company’s securities;
Page 4
Disclaimer (cont.) 4 • sustained unfavorable economic or other conditions that could cause the need for the Company to evaluate and potentially record additional impairment chares for all, or a portion of, its goodwill and other intangibles; and • operational risks related to the Company and its subsidiaries that have limited or no operating history. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward- looking statements. All subsequent written and oral forward-looking statements concerning the Company and the Innventure Companies or other matters addressed in this Presentation and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Presentation. Except to the extent required by applicable law or regulation, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Presentation or to reflect the occurrence of unanticipated events. Risk Factors The risks discussed and identified in the public filings made or to be made with the SEC by the Company and those outlined above are certain of the general risks related to the business of the Company and its subsidiaries, and such list is not exhaustive. The occurrence of one or more of the events or circumstances identified as risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on the business, cash flow, financial condition and results of operations of the Company and its subsidiaries. The Company may face additional risks and uncertainties that are not currently known, or that are currently deemed immaterial, which may also impair the Company’s and its subsidiaries business, prospects, financial condition or operating results. Potential investors are encouraged to perform their own investigation with respect to the business, prospects, financial condition and operating results of the Company and its subsidiaries. Market and Industry Data Certain market, industry and other data used herein have been obtained or derived from third-party sources and publications as well as from research reports prepared for other purposes. Although the information from these third-party sources is believed to be reliable, none of the Company or its management has independently verified the data obtained from these sources, and no assurances can be made regarding the accuracy or completeness of such data. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties regarding the other forward-looking statements contained herein. Trademarks In addition to trademarks, service marks, trade names, copyrights and logos of Innventure and its subsidiaries contained herein, this presentation contains trademarks, service marks, trade names, copyrights and logos of other companies, which are the property of their respective owners. Unless otherwise stated, the use of these other trademarks, service marks, trade names, copyrights and logos herein does not imply an affiliation with, or endorsement of the information contained herein by, the owners of such trademarks, service marks, trade names, copyrights and logos.
Page 5
Non-GAAP Financial Measures 5 We use certain financial measures that are not calculated in accordance with generally accepted accounting principles in the U.S. (GAAP) to supplement our consolidated financial statements. These non-GAAP financial measures provide additional information to investors to facilitate comparisons of past and present operating results, identify trends in our underlying operating performance, and offer greater transparency on how we evaluate our business activities. These measures are integral to our processes for budgeting, managing operations, making strategic decisions, and evaluating our performance. Our primary non-GAAP financial measures are EBITDA and Adjusted EBITDA. We define EBITDA as net income before interest, income taxes, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain non-cash items, non-recurring expenses, and other items that are not indicative of our core operating activities. These may include stock-based compensation, acquisition costs, and other financial items. We believe Adjusted EBITDA is valuable for investors and analysts as it provides additional insight into our operational performance, excluding the impacts of certain financing, investing, and other non-operational activities. This measure helps in comparing our current operating results with prior periods and with those of other companies in our industry. It is also used internally for allocating resources efficiently, assessing the economic outcomes of acquisitions and strategic decisions, and evaluating the performance of our management team. There are limitations to Adjusted EBITDA, including its exclusion of cash expenditures, future requirements for capital expenditures and contractual commitments, and changes in or cash requirements for working capital needs. Adjusted EBITDA also omits significant interest expenses and related cash requirements for interest and payments. While depreciation and amortization are non-cash charges, the associated assets will often need to be replaced in the future, and Adjusted EBITDA does not reflect the cash required for such replacements. Additionally, Adjusted EBITDA does not account for income or other taxes or necessary cash tax payments. Investors should use caution when comparing our non-GAAP measure to similar metrics used by other companies, as definitions can vary. Adjusted EBITDA should not be considered in isolation or as a substitute for GAAP financial measures. In presenting Adjusted EBITDA, we aim to provide investors with an additional tool for assessing the operational performance of our business. It serves as a useful complement to our GAAP results, offering a more comprehensive understanding of our financial health and operational efficiencies.
Page 6
6 OPERATING COMPANY UPDATES
Page 7
7 Momentum is Accelerating Grew opportunity pipeline +79% quarter-over-quarter; now exceeds $1 billion Opportunity Pipeline Over 80% of the pipeline now represents production opportunities for 2026, marking a clear shift from proof-of-concept to large-scale deployments Shift to Production Q3 order bookings surpassed all previous quarters combined, and we expect growth trend to continue into Q4 and beyond Bookings Velocity Industry Validation Johnson Controls’ $25 million strategic investment in Accelsius announced October 6, 2025
Page 8
8 AeroFlexx – Continued Momentum and Execution Expanding Strategic Partnerships Industry Accolades Demonstrating Operational Excellence Announced strategic partnership with ĕleeo brands to introduce Boogie Bubbling Vapor Bath in the innovative AeroFlexx Pak 5 Achieved 5th consecutive perfect rating for our BRC audit demonstrating continued leadership in safety, quality and compliance 2 Received two recent industry awards including CosmPet Best Packaging Award and Gold winner of German Packaging Award
Page 9
9 Refinity – Executing on 2025 Strategic Priorities Sign engineering, procurement and construction partner for first plant design and delivery Completed 2Q25 Demonstrate viability of fluid bed conversion of mixed plastic waste to liquid product at pilot scale On track for year-end 2025 Finalize initial site selection and feedstock sourcing for first plant On track for year-end 2025 Strategic Priority Status
Page 10
10 FINANCIAL OVERVIEW
Page 11
11 • Strong pipeline of demand • 3Q commercial bookings for Accelsius surpassed all previous bookings combined • Opportunity pipeline of approximately $1 billion dollars • Expected operating leverage • $4.1 million cost of sales and $2.5 million of sales and marketing expense in 3Q • Revenue growth expected to outpace costs as Accelsius scales • Cash Balances • Ended the second quarter with $14.1 million of cash on the balance sheet • On October 2, Accelsius secured a $25 million strategic investment from Johnson Controls 3rd Quarter Financial Highlights Three months ended $ in millions September 30, 2025 September 30, 2024 Revenue $0.53 $0.32 Adjusted EBITDA $(17.5) $(3.0)
Page 12
12 Q&A
Page 13
13 Appendix
Page 14
14 Reconciliation of Net Loss to EBITDA and Adjusted EBITDA Three Months Ended Nine Months Ended in thousands September 30, 2025 (Successor) September 30, 2024 (Predecessor) September 30, 2025 (Successor) September 30, 2024 (Predecessor) Net loss $ (34,735) $ (7,641) $ (429,684) $ (26,481) Interest expense, net(1) 3,401 852 7,586 1,300 Depreciation and amortization expense 5,639 77 16,821 146 Income tax expense (benefit) (3,603) -- (7,222) -- EBITDA (29,298) (6,712) (412,499) (25,035) Transaction and other related costs(2) -- 3,373 -- 9,414 Change in fair value of financial liabilities(3) 4,109 -- (19,496) 478 Stock-based compensation(4) 7,725 367 22,972 1,056 Goodwill impairment(5) -- -- 346,557 -- Loss on extinguishment of debt(6) -- -- 3,462 -- Loss on extinguishment of related party debt(7) -- -- 3,538 -- Loss on conversion of promissory notes -- -- -- 1,119 Adjusted EBITDA $ (17,464) $ (2,972) $ (55,466) $ (12,968) (1) Interest Expense, net, includes interest incurred on our various borrowing facilities and the amortization of debt issuance costs. (2) Transaction and other related costs – For the three and nine months ended September 30, 2024 (Predecessor), this is comprised of consulting, legal, and other professional fees related to the Business Combination. (3) Change in fair value of financial liabilities – For the three and nine months ended September 30, 2025 (Successor), the change in fair value of financial liabilities primarily consists of the change in fair value of the warrant liability, the earnout liability and the embedded derivatives in various instruments. For the three and nine months ended September 30, 2024 (Predecessor), this is comprised entirely of the change in fair value of the embedded derivative associated with the convertible notes. (4) Stock based compensation – For the three and nine months ended September 30, 2025 (Successor), stock based compensation primarily consisted of awards in the 2024 Equity and Incentive Plan entered into on October 2, 2024 subsequent to the Business Combination. These awards consisted of Stock Options, Restricted Stock Units, and Stock Appreciation Rights. Further, a portion of this expense was related to share-based payment employee incentive plans in existence at subsidiaries. Additional Stock Options were granted in February 2025 and additional Restricted Stock Units were granted in June 2025 and August 2025 which are included in the stock-based compensation caption for their respective periods. For the three and nine months ended September 30, 2024 (Predecessor), stock-based compensation was comprised wholly of share-based payment employee incentive plans in existence at Innventure LLC and other subsidiaries. (5) Goodwill impairment - For the nine months ended September 30, 2025 (Successor), the Company recognized goodwill impairment due to sustained decreases in the Company’s publicly quoted share price and market capitalization, which were, at least in part, sensitive to the general downward volatility experienced in the stock market from late February 2025 through April 2025. The publicly quoted share price stabilized some in May 2025 and June 2025. For the three months ended September 30, 2025 (Successor), there was not a triggering event that occurred, resulting in no additional goodwill impairment charge. There was no similar goodwill impairment charge for the three and nine months ended September 30, 2024 (Predecessor).( (6) Loss on extinguishment of debt - For the three and nine months ended September 30, 2025 (Successor), the Company modified the WTI Facility, and such modification was accounted for as a debt extinguishment while no debt was repaid. There was no loss on extinguishment of debt for the three and nine months ended September 30, 2024 (Predecessor). (7) Loss on extinguishment of related party debt - For the three and nine months ended September 30, 2025 (Successor), the Company extinguished certain related party debts by issuing Series C Preferred Stock. There was no loss on extinguishment of related party debt for the three and nine months ended September 30, 2024 (Predecessor). The following table provides a reconciliation from Net Loss to EBITDA and Adjusted EBITDA for the specified periods: