Innventure Q4 2025 Earnings Call - Platform crosses from potential to performance as Accelsius books $50M+ and targets cash flow breakeven in 2026

Operator: Good day, and thank you for standing by. Welcome to the Innventure fourth quarter 2025 earnings conference call. At this time, all participants are in listen-only mode. After the speaker’s presentation, there’ll be a question and answer session. To ask a question during the session, you will need to press star one one on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star one one again. Please be advised that today’s conference is being recorded. I’ll now hand the conference over to your first speaker today, Lucas Harper, Chief Investment Officer. Please go ahead.

Lucas Harper, Chief Investment Officer, Innventure: Thanks, operator, and thank you all for joining us for Innventure’s fourth quarter of 2025 earnings call. My name is Lucas Harper, Innventure’s Chief Investment Officer, and joining me from the company are Roland Austrup, Chief Growth Officer, Bill Haskell, Chief Executive Officer, and Dave Yablunosky, Chief Financial Officer. Earlier today, we issued a press release announcing our financial results, which are available on our investor relations website, along with a supplemental slide presentation. As referenced on slide 6, we will be discussing non-GAAP financial measures during this call. The most directly comparable GAAP financial measures and a reconciliation of the differences between the GAAP and non-GAAP financial measures are available in our earnings release and supplemental slide presentation on our website. In addition, certain statements being made today are forward-looking statements that are based on management’s current assumptions, beliefs and expectations concerning future events impacting the company.

These forward-looking statements involve a number of uncertainties and risks, including, but not limited to, those described in our earnings release, Form 10-K for the period ending December 31, 2025, and other filings with the SEC. The actual results of operations and financial condition of the company could differ materially from those expressed or implied in our forward-looking statements. Now I’d like to turn the call over to Roland Austrup.

Roland Austrup, Chief Growth Officer, Innventure: Thank you, Lucas, and thank you to everyone joining us today. I’m Roland Austrup, Chief Growth Officer. Before I begin, I want to note that this April, we will host an Innventure CEO call featuring deep dive commentary from Accelsius CEO, Josh Claman, AeroFlexx CEO, Andrew Meyer, and Refinity CEO, Bill Grieco. There will be more details to follow, and I strongly encourage our shareholders to tune in. Now, let me start by saying something plainly. This is the earnings call we have been building toward, not because of a single milestone, not because of a single announcement, but because for the first time in Innventure’s history, every part of this platform is firing at the same time, and the results are undeniable. There is a difference between a company that tells you it is going to do something and a company that has done it.

There’s a difference between a thesis and a proof, and what we are presenting to you today is proof. This is not one milestone. It is not one announcement we are dressing up for you. Let me give you the headline, and then I’ll give you the proof. The headline is this: Innventure has crossed the threshold from potential to performance, and the proof is in third-party validation, commercial bookings at scale, operational expansion, execution milestones delivered across our family of operating companies simultaneously. What you are seeing in the fourth quarter of 2025 and the opening months of 2026 is not incremental progress. It is a decisive, across-the-board inflection in the trajectory of this company. This is what an industrial growth platform looks like when it starts to run, and it is what differentiates Innventure from single asset or venture-style stories.

Since inception, we have deployed approximately $160 million of balance sheet capital into our operating companies. That capital has generated roughly $860 million in net asset value, including approximately $460 million distributed directly to shareholders through PureCycle. That track record matters, but what matters more is what is happening now. The platform is beginning its transition from being capital funded to being commercially self-funding, and the evidence is clear. In the first quarter of 2026 alone, our operating companies generated more than $50 million in new bookings in a single quarter. That is a commercial inflection point by any measure and a powerful leading indicator of forward revenue and enterprise value creation. Across our operating companies, the momentum is unmistakable.

Accelsius is scaling with the speed and urgency the AI infrastructure build-out demands, backed by institutional validation from Johnson Controls and Legrand and a growing pipeline of commercial deployments. AeroFlexx has entered prestige beauty, one of the most demanding markets in the world, and expanded global manufacturing capacity to meet accelerating demand. Refinity moved from formation to pilot scale validation in just over a year, demonstrating the speed, repeatability and discipline of the Innventure model. Three companies, three proof points all at once. This is not a coincidence. This is architecture. The architecture of a platform business delivering on its promise. This momentum underpins our expectation of reaching consolidated cash flow positivity in 2028, driven by Accelsius expecting to achieve cash flow positivity this year.

Each operating company is now directly raising capital, reducing the need for Innventure’s balance sheet and fundamentally changing the financial character of this business exactly on schedule. Our model has always been well-defined. I know there are investors on this call who have been patient. I know there are investors who have been waiting for us to stop talking about what we are going to do and start showing what we have done. We appreciate your patience. I want you to hear me clearly now. The waiting is over. The results are here. They are accelerating, and the best chapters of the Innventure story are the ones we are writing right now. With that, let me pass the call to Bill Haskell to walk through each operating company and provide the specifics behind this acceleration.

Bill Haskell, Chief Executive Officer, Innventure: Thanks, Roland. I want to start with Accelsius, and I want to start with something I think people in this market are still underappreciating. The world has decided it wants artificial intelligence, not eventually, now. Every major technology company, every sovereign wealth fund, every hyperscaler on the planet is in a race to build compute infrastructure at a scale that has no historical precedent. Here is the part that most people have not yet fully internalized. You cannot run that infrastructure without solving the thermal problem. You cannot. The chips that power AI generate heat at densities that make traditional air cooling physically insufficient. This is not an engineering preference. It is simply thermodynamics. That is the market Accelsius is scaling into. Accelsius is not scaling into it theoretically.

It is scaling into it with over $50 million in contracted backlog secured in the first quarter of 2026 alone, all tied to greenfield next-generation data center developments anchored by an initial order for the first deployment by DarkNX, a vertically integrated and funded AI data center developer with a healthy tenant pipeline and the ability to deliver liquid-cooling-ready capacity on an accelerated timeline. Now, I want to be honest with you about something, because I think honesty on earnings calls is more valuable than cheerleading. Data center construction is experiencing real global supply chain constraints, power distribution equipment, switchgear, memory, and modular mechanical systems. These constraints can affect the timing of delivery and revenue recognition even when customer demand and purchase orders are firmly in hand.

While we expect to recognize the majority of the contracted backlog as revenue this year, the exact cadence is difficult to forecast with precision. Our expectation today is that revenue will be heavily back-end weighted in 2026. I want to be very clear about what that means and what it does not mean. It does not mean demand is uncertain. It does not mean our technology is unproven. It means the physical world has supply chains, and supply chains have constraints. The important signal is not the quarter-to-quarter timing. It is the bookings. It is the customer commitments. It is the scale of demand we are now seeing. Those are the leading indicators of long-term value creation, and those indicators are unambiguous. Based on our current trajectory, Accelsius is on a path to exit 2026 cash flow breakeven defined by cash from operations.

This implies a December 2026 annual revenue run rate of approximately $100 million. Importantly, we believe Accelsius’s cash on hand is sufficient for the company to reach this cash flow positive threshold. Think about what that means. A company that just a short time ago was still in the early field deployments is now approaching self-funded commercial scale. Let me contextualize this further because the market is telling you something important that you should be paying attention to. The recent acquisitions of CoolIT and Boyd at roughly 8-9 times revenue and nearly 30 times forward EBITDA make it unmistakable that the industry is moving decisively toward direct to chip liquid cooling. Here is the critical distinction. Both CoolIT and Boyd remain single phase today. Accelsius is already commercially deployed in the two-phase architecture that the market is converging toward.

Two-phase cooling is not an incremental improvement over single phase. It is a fundamental architectural advantage. Because of the phase change that occurs, it removes far more heat with far less energy, enabling rack densities and thermal performance that single-phase water systems simply cannot reach. Industry analyses consistently show that direct-to-chip cooling is one of the fastest growing segments of the data center thermal market, with forecasts ranging from low double digits to mid-30% compound annual growth rates over the next decade. The earliest adopters are exactly where we are seeing our strongest traction today. Greenfield high-performance computing and AI-focused data centers where air cooling cannot keep up with the heat flux of modern GPUs and accelerators. Here is what I want investors to understand about the size of the opportunity. The first wave is already here. New builds, HPC, AI infrastructure.

The second wave, and this is potentially even larger, is legacy data centers. Even in facilities where air cooling is technically adequate today, operators are recognizing that two-phase cooling unlocks higher rack densities, greater compute per square foot, and significant energy savings. It allows them to densify instead of expand, to deploy more compute power without new construction, to reduce the energy overhead of air-based cooling. We believe that the necessity of two-phase cooling for HPC and AI workloads, combined with the compelling economics for non-HPC environments, will cause direct-to-chip two-phase cooling to become the dominant architecture for both new and retrofit data centers over the next three to five years. Accelsius is now widely recognized as a leader in direct-to-chip two-phase cooling, a position reinforced by our strategic investors, Johnson Controls and Legrand. Their involvement is not passive.

It is a strong validation of both our technology and our commercial readiness by two of the most respected names in global building systems and data center infrastructure. In December 2025, Accelsius closed the second tranche of a $65 million Series B investment led by Johnson Controls and Legrand, valuing the company at approximately $665 million post-money. I want to emphasize this. That valuation was set by two global industrial companies deploying their own capital, not by Innventure, not by internal Accelsius financial models, but by external institutional investors with deep domain expertise writing real checks. That is the kind of validation that is very difficult to dismiss. Let me turn to AeroFlexx, which operates in a completely different market but demonstrates the Innventure model just as clearly. There is a problem in packaging that almost everyone acknowledges, but almost no one has solved.

The world produces an enormous amount of single-use rigid plastic packaging. Everyone agrees it is wasteful. Everyone agrees the supply chains are inefficient. Yet, the alternatives have historically forced a trade-off. You could have sustainability or you could have performance and consumer appeal, but you cannot have both. AeroFlexx changes that equation. Founded in 2018 around liquid packaging technology sourced from Procter & Gamble, AeroFlexx is an integrated packaging and filling platform that improves the consumer experience, simplifies supply chains, reduces virgin plastic usage, and enhances e-commerce economics. Its differentiation comes from delivering all of this value simultaneously.

A curbside recyclable package that uses up to 85% less virgin plastic than rigid bottles, a flat pack format that enables up to 10 times greater shipping efficiency, lower total cost of ownership by consolidating the supply chain, and consumer testing that consistently shows a clear preference versus traditional packaging. This is not a trade-off. This is a better product. As of the fourth quarter, AeroFlexx has delivered 6 consecutive quarters of revenue across pet care, baby care, personal care, household products, and industrial applications. What is notable today is that AeroFlexx is transitioning from early market validation to large-scale adoption and volume production gains. During the first quarter of 2026, AeroFlexx announced a global partnership with Aveda, part of the Estée Lauder Companies.

Aveda is the first global prestige brand to adopt AeroFlexx’s refill packaging format with select products expected to debut in early 2027. Let me tell you why that matters beyond the headline. Prestige Beauty is one of the most demanding markets in the world. The brand standards, the performance requirements, the aesthetic expectations, these are extraordinarily high. When Aveda, backed by Estée Lauder, chooses our platform, that is a statement about the maturity and credibility of our technology. Aveda is one of four anchor customer relationships that now underpin AeroFlexx’s commercial momentum across distinct end markets. The other anchors include a multinational consumer packaged goods company with a signed multi-brand, multi-million unit agreement. A major producer of industrial fluids and packaging services, where commercialization is advancing through both equipment and pack sales, with the first purchase order already received and production beginning next month.

A large beverage and food service partnership that would make AeroFlexx’s entry into food and beverage the largest portion of its addressable market. Taken together, these four anchor customers validate the platform across premium beauty, household and personal care, industrial applications, and food and beverage, and each has the potential to support line extensions, geographic expansion, and follow-on programs as AeroFlexx becomes more deeply integrated into long-term packaging strategies. AeroFlexx’s near-term commercial pipeline stands at just under $30 million, including an approximately one-third in final negotiations. We are not providing guidance on the timing of revenue conversion, but the realization of these opportunities is incorporated into our assumptions for AeroFlexx to reach cash flow positivity in 2028. The company’s opportunity set is broader and more diversified than at any point in its history.

AeroFlexx is also in the process of launching a direct capital raise at the operating company level, targeting strategic investors that also serve as commercial partners. As our operating companies mature, they are increasingly able to raise capital independently, reducing the need for parent-level funding. That is the model working exactly as designed. Let me turn to Refinity, and I’ll tell you candidly, this may be the most compelling industrial opportunity we have ever launched. Here is the problem. The world produces hundreds of millions of tons of plastic waste every year. A meaningful portion of that waste has no viable recycling pathway today.

It goes to landfills, it goes to incinerators, it goes into the environment. At the same time, petrochemical companies are spending enormous sums buying fossil feedstocks, ethane and naphtha, to produce ethylene and propylene, two hydrocarbons that represent a $350 billion global market and are essential to producing polyethylene, polypropylene, and a wide range of specialty materials. Refinity connects those two problems. It takes the portion of plastic waste stream that today have no viable recycling pathway and converts it into high-value chemical building blocks, ethylene and propylene, that petrochemical companies are already buying. The substitution alone creates a compelling economic incentive and ability to hedge against fossil price swings while meeting circularity commitments. Across the value chain, circular materials command a 30%-50% price premium, with the highest premiums closest to the consumer.

This is not a sustainability story that requires you to ignore economics. This is a sustainability story where the economics are the reason it works. Refinity’s primary commercialization strategy is built around integration, co-locating plants directly at petrochemical sites such as a Dow steam cracker. This eliminates transportation costs, feeds directly into existing infrastructure, reduces CapEx for both Refinity and its customers, and accelerates adoption by fitting seamlessly into the way these companies already run their assets. Beyond its core ethylene and propylene focus, Refinity sees significant opportunities in producing customized circular hydrocarbon products, including specialty high-value lubricants and sustainable aviation fuel or SAF.

One of our independent directors is a C-suite executive in the aviation industry, and we have come to appreciate that SAF has become one of the most critical pathways for aviation to meet its net zero commitments, with demand growing far faster than supply and U.S. production expected to scale dramatically over the next decade. Refinity recently licensed technology from a U.S. national lab for catalytic conversion of its mixed ethylene and propylene product to SAF and SAF precursor liquids, and intends to demonstrate this conversion process later this year. The SAF market alone is growing at 30%-50% annually and is anticipated to reach $40 billion by 2034. The ability to disrupt a $350 billion commodity market while also accessing high-growth specialty sectors like lubricants and SAF underscores just how significant the total addressable market is for Refinity.

Now, here is the part that should get your attention. Refinity was formed in December 2024. Less than one year later, the team produced its first metric ton of circular product from real-world mixed plastic waste yields typically above 60%-70% with minimal char. That compares to about 25% conversion for competing technologies. For a technology of this complexity, that speed is exceptional. Since then, Refinity has filed multiple patents on its DuoZone reactor design, expanded its IP portfolio with licenses from a U.S. university and a national lab, and advanced engineering toward a 10 kiloton per year demonstration plant targeted for completion in 2028. A commercial-scale plant of around 150 kilotons per year is planned for early next decade, aligned with the chemical industry’s expected return to growth. Refinity is hitting KPIs ahead of schedule.

It is solving a real cost problem for petrochemical customers, and it is positioning itself to scale just as the industry reenters the growth phase. This is the Innventure model. Rapid formation, accelerated validation, and a disciplined progression toward commercialization in a massive market with structural economic drivers. Before Dave gets into the financials, I want to leave investors with three clear takeaways. First, the Innventure model works. PureCycle proved it, and Accelsius is validating it again at a faster pace. This is not theoretical. It has been demonstrated twice. Second, we are not dependent on a single operating company. We now have three businesses executing simultaneously, each with independent third-party validation. That is diversification with conviction, not diversification as a hedge. Third, I think this is the one the market has been slow to absorb. A platform is transitioning structurally from capital consuming to increasingly self-funded.

Operating companies are raising their own capital. They are converting commercial traction into revenue. The architecture of this business is changing, and it is changing exactly the way we expected it would. I want to say something about valuation because I think it needs to be said plainly. We believe our current share price does not fully reflect the value of Innventure shares. The $665 million third-party valuation of Accelsius was set by institutional investors deploying their own capital, adding two strategic investors to the cap table, and securing more than $50 million in contracted backlog. We believe the value of Accelsius alone has materially increased, and that does not include the value of AeroFlexx or Refinity. We’re not gonna complain about the market, but we are going to state facts.

The facts suggest there is a significant gap between where our shares trade and what this platform is worth. Our focus remains on execution. We believe that if we continue to execute, value will ultimately be recognized, and we intend to continue executing. When we look across our family of operating companies today, our confidence in Innventure’s path to consolidated cash flow positivity in 2028 is grounded in execution, not aspiration. Accelsius is scaling into production deployments in a market where liquid cooling is becoming mandatory with third-party institutional validation and a clear line of sight towards self-funded growth. AeroFlexx has moved beyond pilot programs into repeat revenue, anchor customers, and global manufacturing scale while transitioning to direct capital formation at the operating company level.

Refinity has rapidly validated its core technology, established a clear commercialization roadmap, and has begun the process of funding its next phase independently. Taken together, these developments reflect a platform that is structurally maturing, with operating companies increasingly funding their own growth, corporate capital requirements declining, and commercial activity translating into revenue. This is exactly how the Innventure model is designed to work, and it underpins our confidence in the enterprise’s long-term financial trajectory. With that, I’ll turn the call over to Dave to walk through the financials.

Dave Yablunosky, Chief Financial Officer, Innventure: Thanks, Bill, and good afternoon, everyone. I’ll walk through our fourth quarter and full year results, but let me begin with the most important thing I could tell you. The financial profile of this company is changing, not gradually, structurally, and the numbers I’m about to give you are evidence of that change. 2025 was an important proof point year for Accelsius. Revenue increased from $0.3 million in 2024 to $1.6 million in 2025, driven by successful proof of concept deployments with early customers. At the consolidated level, Innventure’s 2025 revenue was $2.1 million, up from $1.2 million in 2024. Fees from our management of the Innventure ESG fund, along with intercompany eliminations, were $0.5 million compared to $0.9 million in 2024.

The real step change happened in the first quarter of 2026. Accelsius generated more than $50 million in contracted backlog. These are production volume orders, not pilots, not trials. This provides strong visibility into meaningful revenue scaling in 2026. As Bill mentioned, we expect Accelsius to exit December 2026 with positive operating cash flow, implying an annual revenue run rate of approximately $100 million. We also expect revenue to be heavily weighted to the back end of this year. General and administrative expense. Before I get into specifics, I want to explain something about how our cost structure has evolved because it gives important context. We have included a slide in our earnings presentation that illustrates this in granular detail.

Historically, prior to the operating companies reaching commercialization, Innventure funded essentially all G&A costs from the top co level. Personnel expense, professional services, operating expenses, all centralized, all flowing through Innventure’s consolidated P&L. That’s now changing. While costs at Accelsius and Refinity will continue to flow through the consolidated financials, a growing portion of the total operating expenses will be funded directly within those businesses rather than by Innventure. At the top co level, our focus is increasingly on a lean corporate cost structure, funding only what’s required to operate Innventure Topco. Now let me give you the numbers because they’re significant. G&A has decreased sequentially every quarter since Innventure went public. Consolidated G&A declined from $29.7 million in the fourth quarter 2024 to $11.5 million in the fourth quarter 2025, a 61% reduction.

That reflects disciplined cost management across Innventure, Accelsius, and Refinity, as well as the tapering of non-cash expenses associated with our public listing. Professional service fees shows the same trajectory, $3.5 million in the fourth quarter 2025, down 42% from their peak of $6.1 million in the first quarter 2025 as we brought key functions in-house at lower cost. At the parent company level, Innventure’s fourth quarter 2025 cash G&A expenses were $5.7 million, down over 55% from $12.9 million in the fourth quarter of last year. That’s not noise. That’s a structural change in how this business operates. Looking ahead to 2026, we expect Innventure Topco G&A to follow a trend similar to the last three quarters of 2025. A few income statement highlights.

Excluding the $347 million non-cash goodwill adjustment and other minor non-cash items, Adjusted EBITDA for 2025 was a loss of $78.8 million. As we look forward, the combination of a significant contracted backlog, our expectation that Accelsius will reach a revenue run rate of approximately $100 million and exit 2026 cash flow positive gives us confidence that there will be a substantial improvement in the reported adjusted EBITDA in 2026. Moving to cash and liquidity. On a consolidated basis, we ended 2025 with $65.4 million of cash, restricted cash, and cash equivalents, up from $11.1 million at the end of 2024. Additionally, in January 2026, we strengthened our balance sheet with a $40 million registered direct offering as Innventure became shelf-eligible.

Shelf eligibility is an important milestone. It gives us efficient access to public market capital on substantially better terms than what was available previously. Just as importantly, we repaid the entire remaining $5.6 million balance on our convertible debentures, which simplifies our capital structure. Let me walk through why we believe our cost of capital will improve significantly going forward. One, we believe Accelsius is now effectively fully funded and entering rapid commercial scaling with the over $50 million in contracted backlog. Two, fourth quarter 2025 G&A is down 61% from fourth quarter 2024, with further efficiencies expected as we take advantage of productivity improvements. Three, shelf eligibility, which reduces reliance on higher cost financing alternatives. As our operating companies, particularly Accelsius, begin generating cash, we expect this to further extend our cash runway and move Innventure towards a self-funding evergreen model.

While it is too early to discuss the details of the ongoing capital needs for Refinity and AeroFlexx, the disciplined cost actions I discussed earlier gives us visibility into Innventure’s needs. At the Innventure level, we estimate 2026 capital needs to be materially less as our operating companies become self-funded. This reflects a leaner parent company structure as expenses continue to shift to the operating companies. On the balance sheet, by way of explanation, our $28.7 million in investments represents our $19.5 million equity method investment in AeroFlexx and $9.2 million in AeroFlexx debt securities. Following the goodwill write-downs earlier this year, $323 million of goodwill still remains on our balance sheet. On the cash flow statement, you can see many of the non-cash items that appear in our income statement.

The cash used in investing activities primarily reflects funding to AeroFlexx and capital expenditures at Accelsius. Let me close with this. There are companies that talk about inflection points, and then there are companies that cross them. Innventure is crossing one right now. Rapid commercialization, a dramatically improved cost structure, efficient access to capital, operating companies that are beginning to fund their own growth. These are not just aspirations we are sharing with you. They are facts supported by every number I just walked you through. We believe this combination positions us to scale with far greater capital efficiency and to create meaningful long-term value for our shareholders. I want every investor on this call to understand, we are not slowing down. We are accelerating. With that, we’ll open the call for questions.

Operator: Thank you. At this time, we’ll conduct a question and answer session. As a reminder, to ask a question, you’ll need to press star one one on your telephone and wait for your name to be announced. To withdraw your question, please press star one one again. Please stand by while we compile the Q&A roster. Our first question comes from the line of Chip Moore of ROTH Capital Partners. Your line is now open.

Chip Moore, Analyst, ROTH Capital Partners: Hey, good evening, everybody. Congrats on pivoting to this new phase here.

Bill Haskell, Chief Executive Officer, Innventure: Appreciate that, Chip. Yeah, appreciate that, Chip.

Chip Moore, Analyst, ROTH Capital Partners: Yeah. Hey, maybe if I could start on Accelsius. You know, the $50 million plus in contracted orders here in Q1, it sounds like DarkNX is a significant chunk of that. Maybe you can talk about the types of customers in there, other customers, and what you’re seeing there, and then pipeline as well.

Bill Haskell, Chief Executive Officer, Innventure: Yeah, sure. I would say this, Chip. We have literally hundreds of people in the pipeline or customers in the pipeline that are all kind of moving forward through. I mean, the beginning of that is starting to drip through, as you can see. It’s fairly chunky right now, but I think what you’ll see going forward is we’ll have, you know, a larger framework of customers. I mean, we have delivered to dozens of customers to date.

You know, I think what you’re going to see is many more, you know, groups of purchase orders fall with increasing numbers as they go forward. It’s a tricky marketplace, as I think we all know, just because of, again, some of the supply chain issues that have been talked about on this call and people are seeing in the marketplace. That affects some of the timing of various both purchase orders and the prospective deliveries of those. While I’m not predicting that we’ll have any, you know, material delays in delivery, it’s not something within our control. I mean, ultimately, these are things that will be determined by the pace of the build-out of the various data centers and our customers’ sort of supply chain constraints.

That’s kind of where we stand at the moment. We’ll have a broader and broader, more diversified pipeline of contracts as we go forward is my belief.

Chip Moore, Analyst, ROTH Capital Partners: Yeah. That’s helpful, Bill, and makes a lot of sense. Obviously, a lot of things out of your control, like many. I guess for the deliveries, you know, to dozens of potential customers, would you describe that more as sort of piloting phase, and how long do you think people want to have a look at the technology before they get fully comfortable?

Bill Haskell, Chief Executive Officer, Innventure: Yeah. Well, last year, virtually all of our deliveries were kind of one-off pilots, where people were just evaluating the technology. I think we’ve moved past that for most all of the customers that are in the pipeline at this stage. You know, the way I would frame it is this: if we were sitting here a year ago, you know, our average proposal outstanding was probably worth $200,000. Now, not every one, but most of the purchase orders are either, you know, 7-, 8-, or even 9-figures in terms of scale. I would say, you know, most are probably in the 8-figure range. That just shows you a significant transition from evaluation units to real commercial production orders.

Chip Moore, Analyst, ROTH Capital Partners: Yeah, definitely. That’s helpful. Maybe just one more on Accelsius for me, to your, you know, to your point on cadence being tougher to predict near term and some of these things out of your control, but it sounds like you have reasonable visibility into, you know, maybe $25 million-ish of revenue in Q4 if you know, something out of your control doesn’t get held up. Is that the right way to think about it based on-

Bill Haskell, Chief Executive Officer, Innventure: Yeah.

Chip Moore, Analyst, ROTH Capital Partners: The backlog

Bill Haskell, Chief Executive Officer, Innventure: I mean, that’s the kind of runway we indicated that would make the company cash generative. You know, I think Josh came out a couple months ago and said that was our expectation, that we would reach cash flow positivity by year-end, and that is still our belief.

Chip Moore, Analyst, ROTH Capital Partners: Yeah. Okay. Just one more before I hop back in queue. AeroFlexx, a lot of momentum. Aveda, obviously announcement recently, but now you’re talking about a $30 million pipeline and some of that getting close. Just a little more detail there, and I think I heard you say that you might be looking to do a raise with some strategics there. Just any more color you can provide? Thanks.

Bill Haskell, Chief Executive Officer, Innventure: Yeah. I would say this, now that we’ve gotten to the point where we’ve proven out the technology and proven out the recyclability of the AeroFlexx package, and it’s gone through its own evaluation unit phase, just as we did in Accelsius. Now we’re starting to see, again, same thing, commercial-sized proposals that have been asked for. Aveda’s really a framework deal that we think can be quite significant. I don’t have a number scale yet of what that can grow to, but they’re a very large luxury brand within Estée Lauder, as you may know. You know, what we believe based on conversations we’ve had with lots and lots of customers is that they’ll start with a product, you know, one SKU I’ll call it, that they’ll go out and run.

Assuming that’s successful, they will, you know, kind of broaden the reach of that packaging solution to other brands within the same platform. Again, Aveda is one, but they’re a big one. As we mentioned, it’s a very challenging customer in the sense that, again, the bar is very high across the board because aesthetics is very important. They want unique shapes and, you know, different kinds of packaging, labeling that is more difficult than, say, industrial, where you’re, you know, doing putting in lubricants and, you know, bar and chain oil, which is an opportunity for us and other things of that kind.

Chip Moore, Analyst, ROTH Capital Partners: Yeah. No, that’s great. One last one from me before I hop back in queue. You know, I can probably more for Dave, but you know, the transparency around G&A and some of the expenses, I really appreciate that and the slide in there. You know, I guess the question would be, is there much more low-hanging fruit there? Do you think G&A continues to come down? You know, how much more optimization do you think you could see there? Thanks.

Dave Yablunosky, Chief Financial Officer, Innventure: Well, hi, Chip. Hey, thanks for the question. Certainly, we’re always focused on G&A. We’re always looking at ways to be more efficient, more effective, get more done with less. While I don’t wanna give forward guidance on where I think that number’s gonna be, I can assure you it’s on our radar, and we’re always looking at ways to operate more efficiency. We’re pretty proud of the five consecutive quarters since we went public. That’s how I’d answer that.

Bill Haskell, Chief Executive Officer, Innventure: Yeah, I would just amplify that a little bit, Chip, in the following way. I mean, we talked about when we went public that we needed to be, say, public company ready kind of out of the chute, and we relied very heavily upon, you know, outside vendors to help. Now we’ve brought a lot of that functionality in-house. But so we’ve weaned ourselves off, you know, some of those outside services, which were quite expensive, but that wasn’t all realized by the end of December. There was, you know, still some carryover. That continues to reduce, you know, which is why I think you’ll see some improvements in our cost structure moving forward.

Operator: Thank you. Our next question comes on the line of Nehal Joshi of Northland Capital Markets.

Nehal Joshi, Analyst, Northland Capital Markets: Thank you. I think that was a well said narrative on the transition of Innventure and proof points that the VC model is working, so well done there. There are some questions, though, that I think need to be asked. I got a bunch, and let me just go through them real quickly. The COGS to revenue ratio continues to inch up. I understand that we’re still in basically pilot phase, but at what point in time is it continuing to inch up? At what point in time do you expect that to, you know, start to get normalized?

Bill Haskell, Chief Executive Officer, Innventure: Yeah. I would say we’re building some things to inventory based on, you know, projected orders, Nehal, which is the cost of goods is ahead of delivery, right? I think that’s the primary issue, right? Where we have customers that we know what they’re going to want in terms of product mix. You know, we’ve developed some inventory, which of course all that cost of goods is in, but the revenue is yet to be realized in certain areas.

Dave Yablunosky, Chief Financial Officer, Innventure: Yeah, I’ll jump in. That’s accurate, right? There is a fixed cost element to COGS as well, so you got to keep that into account. It’s not all variable.

Bill Haskell, Chief Executive Officer, Innventure: Certainly later this year, that should even out, you know, as we start delivering at scale, you’ll see all of that really flesh out.

Nehal Joshi, Analyst, Northland Capital Markets: Okay. I mean, when I look at the COGS relative to revenue, I mean, it’s roughly scaling, but it’s increasing a little bit, right? It’s not like a massive increase. It almost looks like the variable cost structure is close to 100%. If I were just to look at it with a pure analytical lens of COGS to revenue ratio. Can you help me understand, like, what % of these COGS is actually fixed versus variable then?

Bill Haskell, Chief Executive Officer, Innventure: Do you have an answer to that one, Dave? I don’t know.

Dave Yablunosky, Chief Financial Officer, Innventure: I mean, I do. It gets into the margins and the cost structure of Accelsius. We probably don’t want to go into too many details on there. We’re amortizing intangible assets, right? For the R&D development took place and the other things that are attributable to cost of goods sold, that amortization is going through, it’s fixed. It doesn’t vary with each unit produced. The second thing is there’s been a shift at Accelsius, right, to the higher capacity cooling units, to the different MR250s and demands by the customer. That generated a little bit more cost than just doing straight math on units and per unit cost. Those would be the two things I’d point you to. It’s a very nice margin business.

Bill Haskell, Chief Executive Officer, Innventure: I’m you know not gonna give you the projected margins at this stage. You know later as revenues get to scale, I think you know we’ll be able to share more in terms of that. But the margins are attractive margins in this business, in my view, on a comparative basis to you know kind of other vendors out there.

Nehal Joshi, Analyst, Northland Capital Markets: Okay. You know, the fixed cost element within these COGS that has been going up each quarter then, is that correct?

Bill Haskell, Chief Executive Officer, Innventure: Well-

Dave?

Dave Yablunosky, Chief Financial Officer, Innventure: Well, again, I mean, I think the fixed portion is fixed. I just think there’s a lot of different things happening as we’re scaling, as we’re getting customer orders and costs are getting booked to COGS. I, again, I think as we scale, then you’ll start to see it more normalized where you can say, "Hey, for every unit produced, this is, you know, the cost per unit," and it’ll start to make more sense. When your numbers at this level, I think you have to be careful drawing those kind of conclusions.

Bill Haskell, Chief Executive Officer, Innventure: We also reopened a brand new manufacturing facility too. I don’t know if you’re aware of that, Nehal, but we’ve opened another, I think it’s 25,000 sq ft facility, you know, there in Austin, in addition to where we had before. We just materially increased our manufacturing footprint. There are obviously some costs associated with that.

Nehal Joshi, Analyst, Northland Capital Markets: Going on this line here, inventory was down about $5 million Q-over-Q on less than $2 million of revenue recognition in the quarter. Can you help me understand that there?

Dave Yablunosky, Chief Financial Officer, Innventure: Yeah, I can answer that. Again, as we transition to different products, you know, there was some inventory write-downs, and that’s flowing through COGS as well. There was a little bit of obsolescence.

Bill Haskell, Chief Executive Officer, Innventure: A little bit of manufacturing costs, some more heads allocated to cost of goods sold. It’s all kind of related, but that’s why you saw a drop in inventory.

Yeah. I can give you some more color on that, Nehal. You know, this market has evolved very rapidly. You know, our initial belief was that a, you know, sort of 70-kilowatt rack was, you know, sort of 10 times the average rack size, and that was going to be kind of where the market was headed. It really leapfrogged over that and, you know, we have about a 150-kilowatt and a 250-kilowatt product as well. That’s really more of the sweet spot of what the market seems to want. That’s where the obsolescence really came in, is just writing off a lot of that 70-kilowatt inventory.

Nehal Joshi, Analyst, Northland Capital Markets: Got it. That makes a lot of sense. That’s very helpful. Okay. Couple other questions, and I’ll cede the floor here. You said that DarkNX is funded. Can you give us a sense as to where these funding sources are coming from for DarkNX? It’s hard to find information on this company.

Bill Haskell, Chief Executive Officer, Innventure: Hey, Roland, do you wanna field that one?

Roland Austrup, Chief Growth Officer, Innventure: Sure I can, Nehal. I mean, look, all I can tell you is, I mean, coincidentally, of course, I’m in Toronto, which is where they are, so I’ve met with them a handful of times already and gotten to know them. I didn’t go through the formal qualification. That was done by, you know, Accelsius themselves, and I believe JCI did that as well because they’re part of the chillers for that facility. All I can tell you is, they are funded, and they’ve represented to me directly that they’re funded, but it was formally done when they were qualified by both Accelsius and Johnson Controls. A key part of that was determining that they did have funding. I don’t know the source, though, to tell you the truth.

Nehal Joshi, Analyst, Northland Capital Markets: Okay. All right. my last question, and I’ll get back to you for the rest of my questions here. companies are raising company capital independently, which then means that Innventure will get diluted relative to these operating companies. doesn’t that also represent a change in philosophy on whether to fund the operating companies or not, rather than just evidence of operating company maturation? I do agree that there’s evidence of operating company maturation, but I’m also saying, "Hey, doesn’t it also represent a change in funding philosophy as well?

Bill Haskell, Chief Executive Officer, Innventure: Yeah. Let me field that one for you, Nehal. In the early days of Innventure, most of the companies were funded off not off the balance sheet of Innventure, but there was subsequent funding. We had a fund that co-invested with Innventure. We had some outside investors that funded a lot of those. We ended up with relatively small stakes in each of PureCycle and Aeroflexx. When we evolved with a conglomerate model, our goal was to own more. The balancing act, the trade-off there is, until we Innventure are cash generative at the topco level, which we projected to 2028, you know, you’d have to take permanent dilution at the Innventure level, which would affect not only the companies that we currently have, but future companies going forward.

The thought was, if these companies are in a position, they’re mature enough to be able to raise capital independently, let’s raise some capital for each of AeroFlexx and Refinity directly in the marketplace. Yes, we’ll take some dilution there, but we save the permanent dilution at the Innventure level for our shareholders in doing that. But when we’re cash generative at the Topco level, at Innventure proper level, you know, then we’d love to be able to fund as much as possible off our own balance sheet to retain full ownership. It’s kind of a trade-off between, you know, taking care of investor positions today, and taking a little bit of dilution at the opco level, you know, versus, you know, kind of having to suffer permanent dilution for all future companies.

As we mentioned, certainly Accelsius already has the requisite capital it needs to get to a, you know, cash generative position. We’re not funding anything more from there, and they’re not raising any further capital. It’s really at the AeroFlexx and Refinity level. Aeroflexx, as you know, is not a consolidated asset. We own a minority stake in it, so, you know, we’re a little less sensitive to dilution at the AeroFlexx level. We believe now that it has done this deal with Aveda and is seeing some traction that raising the smallish amount of capital they need going forward is imminently doable.

Operator: Thank you. One moment for our next question. Our next question comes on the line of Ashi Shah of D.A. Davidson & Co. Your line is now open.

Ashi Shah, Analyst, D.A. Davidson & Co.: Good evening. Thank you for taking my question. My question is related to Accelsius and the $50 million bookings in the first quarter. They’re all tied to the greenfield data centers. When do you expect meaningful traction from brownfield deployments? That could accelerate adoption much quicker than greenfield, in my assumption, because the growth over there is slower and riskier as to when the data centers will be ready. Any thoughts on when, like, you start seeing traction from brownfield deployments?

Bill Haskell, Chief Executive Officer, Innventure: Yeah. It’s a tricky question to answer. I’ll do my best, Ashi, and thanks for the question. You know, we do have customers obviously that have existing data centers and some of those, you know, that would like to retrofit, you know, at least part of their data centers with a different technology. But at the moment, as you know, you know, liquid cooled data centers are relatively small number. You know, I don’t know, 5% or something like that of data centers have liquid cooling today, but growing very rapidly and evidenced by, you know, a lot of the M&A activity in the sector. But we are talking to customers that have many data centers, some new builds and some existing.

The nice thing about this technology is that it drops in very nicely into an existing data center because each rack is self-contained in the sense that you have a cooling solution and a CPU all contained together with one or multiple racks. You can replace a rack, a row, a whole facility or any combination thereof in a relatively straightforward way. It’s just hard to know what the definitive answer to your question is, but I would expect some blend of that, you know, even later this year as things move forward. The ones that have the most acute need are those that are gearing up specifically for HPC and AI workloads, where they’re, you know, acquiring the latest and greatest other systems possible.

As we migrate to, you know, agentic computing, you know, you’re gonna see, I think, a big change. 2026 is really supposed to be the inflection point where we go from kinda 80% of the computing being for training these large language models to 80% being, you know, sort of consumer directed for generative AI. Just this is what’s happening. People are starting to use these various AI agents. It’s very steep curve of adoption. I mean, it’s most everybody I know uses it every day now and you’re gonna see that continuing to grow. If they switch over from again these LLMs and the compute horsepower goes the other way, then it’s more of a CPU game versus a GPU game.

Then you’re gonna have clusters of large computes for CPUs, you know, I say big clusters. That will also require liquid cooling just because of the density that they want to be able to put forth in one data center. It’s a I mean, just in the last two years, watching this market evolve, it’s gone well ahead of the pace that it had anticipated. I think we’re gonna see continue to see a shift, and I think that will drive more to the brownfield sites, you know, trying to get back around to answering your question here. A lot of those

Roland Austrup, Chief Growth Officer, Innventure: Well, I can probably add to that a little bit.

Bill Haskell, Chief Executive Officer, Innventure: Yeah. It’d be perfect. Yeah, go ahead, Roland.

Roland Austrup, Chief Growth Officer, Innventure: Yeah, ’cause I mean, you know, I’ve had pretty long conversations about that with Accelsius and kind of the view I get. You know, when you have the CEO call, I think it’s a good time to ask that question exactly, by the way, to Josh. Right now there’s a need for greenfields to adopt the technology. Need drives adoption there. In the real legacy center, really what they wanna see is they wanna see a mature industry develop, that there’s plenty of supply. I think where you’re gonna see the adoption inflection point is when you see that there’s a robust industry supplying, you know, more of the greenfield developments, then the brownfields will become comfortable, I think, making switchovers.

Ashi Shah, Analyst, D.A. Davidson & Co.: Makes sense. Understood. Another question I had was on the Aveda partnership. Can you just give us a ballpark on what the expected annual volume is going to be for that at launch in 2027, and if this is going to be like a pilot program or is it a full commercial rollout?

Bill Haskell, Chief Executive Officer, Innventure: Yeah. We’ve been dealing with Aveda for quite a long time. I don’t have the direct answer to your question. I’m not ducking that, I just don’t know the answer to the question. You know, Aveda has big brands, you know, luxury brands. You know, the reason it’s taken till 2027 before they roll out at scale is to figure out which particular product lines they’re going to use in this packaging, making sure we tailor the packaging to what they wanna see in the labeling and you know, all the various things that they require. I just don’t know the answer, Ashi, but we’ll be learning more over the next six months in terms of the details of what we would expect to see.

Roland Austrup, Chief Growth Officer, Innventure: Yeah, I mean, you can look at the potential too, Ashi. I mean, there’s not a lot of published data available on Aveda, but if you do any search out there, you’ll find that, you know, Aveda’s in the tens of millions of packages a year is what the brand is estimated to have in the marketplace. You know, it could be significant, but as with any brand rollout, you don’t expect to get the whole thing. It’s definitely not a pilot launch. It’s a global commercial launch that’s targeted for 2027.

Ashi Shah, Analyst, D.A. Davidson & Co.: Got it. Thank you.

Operator: Thank you. One moment for our next question. Our final question comes from the line of Nehal Joshi of Northland Capital Markets. Your line is now open.

Nehal Joshi, Analyst, Northland Capital Markets: Thank you for the follow-up questions. Another part of this narrative here is improving corporate governance. You guys did announce that you’ll be, I think, nominating some independent board of directors and some existing, I guess, so-called insiders are gonna be stepping down. Can you just say what % is independent now and what % do you expect to be independent once these changes are made?

Bill Haskell, Chief Executive Officer, Innventure: Yeah. Sure. Today we have five independent directors and four executive directors. What we’re targeting is to go to seven independents and two executive directors. You know, we have our AGM in June. I would anticipate, you know, in that window of time we will have migrated to seven independents. That’s the target.

Nehal Joshi, Analyst, Northland Capital Markets: Great. Also, can you give an update on the Accelsius pipeline? I believe a quarter ago you said it was, you know, a little bit over $1 billion.

Bill Haskell, Chief Executive Officer, Innventure: Yeah, I mean, I don’t have any updated information directly. I will tell you that, you know, the pipeline has a lot of different levels to it. You know, there’s, I’ll call it high conviction things in the pipeline. There’s, you know, things that we think are probable, and there are things that we think are possible, and then there are, you know, new things coming in all the time. I don’t have a comprehensive number. We can figure that out and certainly when we do the CEO call, that’s a fair question to ask of Josh. I just don’t have the number in front of me. I just haven’t seen it yet.

Nehal Joshi, Analyst, Northland Capital Markets: Got it. Understood. How much of the greater than $50 million of Accelsius bookings in 1Q 2026 correspond to in terms of megawatts of total cooling?

Bill Haskell, Chief Executive Officer, Innventure: Say that again.

Nehal Joshi, Analyst, Northland Capital Markets: The greater than $50 million of Accelsius bookings in 1Q26, what does that correspond to in terms of megawatts of total cooling?

Bill Haskell, Chief Executive Officer, Innventure: I will just say this because I think we’re trying to be a little bit careful about ascribing, you know, $ per MW, which I think is probably where you’re headed. I will say that, you know, part of that, a fraction of that is a small portion of the DarkNX prospective build-out. You know, what had been announced before was 300 MW, and then there was another announcement saying that they had funding for the first two phases of 65 MW each. That is not what our bookings represent today. It’s a smaller fraction of that.

Again, I think when we do the CEO call, maybe we’ll be able to provide a little bit more granularity on just how many, you know, megawatts we’ve been contracted to roll out. It’s gonna grow. You know, it’s gonna grow pretty materially between now and, you know, the next couple of quarters. We’ve got, again, a lot of things in the pipeline that we think will close, you know, over the next couple of quarters. But we haven’t announced that. We’ll see if we can get clearer information for that for the call that we do with the companies.

Roland Austrup, Chief Growth Officer, Innventure: Yeah, Nehal, that was the whole point of doing a separate CEO call, was that we want to have the CEOs be able to go into greater granularity. You know, here on the earnings call, we’re really just trying to sort of paint the macro overview of where it’s going and that we’re having an acceleration across all companies and a dramatic decrease in G&A. Where you can get into the technicals, I think, is gonna be on the CEO call.

Nehal Joshi, Analyst, Northland Capital Markets: Okay. All right. I’ll save my additional questions for then. Thank you.

Roland Austrup, Chief Growth Officer, Innventure: Thanks for the question.

Bill Haskell, Chief Executive Officer, Innventure: Thank you.

Roland Austrup, Chief Growth Officer, Innventure: Appreciate it. Yeah. Yeah.

Operator: Thank you. This concludes the question and answer session. Thank you for participation in today’s conference. To disconnect the program, you may now disconnect.