INNOVATE Corp.

Completion of Acquisition or Disposition of Assets On October 5, 2026, the Company completed its previously announced sale of DBMG pursuant to that certain Transaction Agreement (the “Transaction Agreement”) by and among the Company, IES Holdings, Inc., a Delaware corporation (“Buyer”), IES Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and DBM Global Intermediate Holdco Inc., a Delaware corporation (together with the Company, “Seller”). Upon the terms and subject to the conditions of the Transaction Agreement, (i) Seller sold, and Merger Sub purchased from Seller, approximately 91.21% of the outstanding shares of common stock of DBMG (the “Acquisition”) and (ii) immediately following the Acquisition, Merger Sub merged with and into DBMG pursuant to Section 253 of the Delaware General Corporation Law (“DGCL”), with DBMG surviving the merger as a wholly owned subsidiary of Buyer (the “Merger” and, together with the Acquisition, the “Transaction”).

The consideration paid to Seller at the closing of the Merger, representing Seller’s approximately 91.21% pro rata share of the purchase price, consisted of (i) 430,974 shares of the Buyer’s common stock (as adjusted for Buyer’s two-for-one stock split effected on August 21, 2026), par value $0.01 per share (the “Stock Consideration”) and (ii) approximately $378 million in cash. The cash portion reflects Seller’s cash consideration of approximately $453 million announced at signing, as adjusted pursuant to the terms of the Transaction Agreement for cash, indebtedness, and other customary adjustments. Each of the other DBMG stockholders, collectively representing the remaining approximately 8.79% of outstanding shares of DBMG common stock, will be entitled to receive its pro rata share of the purchase price entirely in cash (subject to customary adjustments), unless such stockholder has made a proper demand for appraisal in accordance with Section 262 of the DGCL. As described under Item 1.02 above, obligations under the DBMG Credit Agreement were repaid at closing, which reduced the cash proceeds of the Transaction. The cash consideration paid to Seller is subject to additional adjustments as set forth in the Transaction Agreement, to be finalized following delivery of a post-closing statement and, if necessary, resolution of any disputes through an independent accounting firm.

Additionally, Buyer paid Seller $35 million in cash at the closing of the Transaction as compensation for costs and obligations to be borne by Seller in connection with a joint tax election under Section 338 of the Internal Revenue Code to be made with respect to the Transaction. Including this payment, Seller received total cash of approximately $413 million at closing.