XML 28 R12.htm IDEA: XBRL DOCUMENT
v3.26.1

Investments | 12 Months Ended
--- | ---
Dec. 31, 2025
Investments, All Other Investments [Abstract] |
Investments | Note 3. Investments
| December 31, 2025 |  | December 31, 2024
| (in thousands)
Equity-method investments | $ | 19,495 |  |  | $ | 17,547 |
Investment in debt securities - AFS | 9,246 |  |  | 11,187 |
Total Investments | $ | 28,741 |  |  | $ | 28,734 |
Equity-method investments ESG Fund The ESG Fund is an investment company that follows a specialized basis of accounting established by GAAP. The Company’s general partnership interest in the ESG Fund is substantially illiquid. While the ESG Fund’s holdings are accounted for at fair value, the equity-method investment in the ESG Fund is adjusted to reflect the fair value of the underlying investments of the ESG Fund as of December 31, 2025 and 2024. The fair value of the underlying investments in the ESG Fund is based on the Company’s assessment, which takes into account expected cash flows, earnings multiples and/or comparisons to similar market transactions, among other factors. Valuation adjustments reflecting consideration of credit quality, concentration risk, sales restrictions and other liquidity factors are integral to valuing these instruments. AeroFlexx The Company determined that AeroFlexx has insufficient equity at risk to fund its operations, as of December 31, 2025 and 2024, and therefore will meet the definition of a VIE. The Company does not have power to direct AeroFlexx's operations. AeroFlexx’s core operations are not closely associated with the Company and it was not created specifically to provide substantially all benefits to Innventure. Therefore, the Company is not considered the primary beneficiary and does not consolidate AeroFlexx as a VIE. The Company accounts for its investments in AeroFlexx under the equity method and held a 37.1% and 34.1% interest in AeroFlexx as of December 31, 2025 and 2024, respectively. The Company’s carrying amounts and maximum exposure relating to AeroFlexx, were as follows (in thousands):
| December 31, 2025 |  | December 31, 2024
Asset type | Carrying Amount |  | Maximum Exposure to Loss |  | Carrying Amount |  | Maximum Exposure to Loss
Equity method investment in AeroFlexx | $ | 18,957 |  |  | $ | 18,957 |  |  | $ | 16,930 |  |  | $ | 16,930 |
Investments in debt securities - AFS | 9,246 |  |  | 9,246 |  |  | 11,187 |  |  | 11,187 |
Due from related party | 10,754 |  |  | 10,754 |  |  | 4,472 |  |  | 4,472 |
Total | $ | 38,957 |  |  | $ | 38,957 |  |  | $ | 32,589 |  |  | $ | 32,589 |
Summarized financial information: Balance sheets (in thousands)
| ESG Fund |  | AeroFlexx
| December 31, |  | December 31,
| 2025 |  | 2024 |  | 2025 |  | 2024
Total Assets | $ | 85,712 |  |  | $ | 97,445 |  |  | $ | 15,709 |  |  | $ | 17,002 |
Total Liabilities | 575 |  |  | 93 |  |  | 29,082 |  |  | 27,861 |
Total Equity (Deficit) | $ | 85,137 |  |  | $ | 97,352 |  |  | $ | (13,373) |  |  | $ | (10,859) |
Statements of operation (in thousands)
| ESG Fund |  | AeroFlexx
| Years ended December 31, |  | Years ended December 31,
| 2025 |  | 2024 |  | 2025 |  | 2024
Revenue | $ | — |  |  | $ | 202 |  |  | $ | 85 |  |  | $ | 38 |
Gross (Loss) Profit | — |  |  | (735) |  |  | (95) |  |  | (57) |
Net Income (Loss) | $ | (12,263) |  |  | $ | 39,437 |  |  | $ | (15,824) |  |  | $ | (13,663) |
Investment in debt securities - AFS On July 1, 2024, the Company entered into a loan agreement with AeroFlexx under which the Company will lend up to $10.0 million to AeroFlexx. The term loans and any unpaid accrued interest are required to be repaid by the maturity date, which is the earlier of (i) December 31, 2026 or (ii) the date of the sale, transfer or other disposition of all AeroFlexx’s assets or AeroFlexx's stock. After any full or partial repayment of the term loans, AeroFlexx may borrow additional funds up to the $10.0 million limit until the maturity date. The loans bear interest at the applicable federal rate published by the Internal Revenue Service and is adjusted on a quarterly basis. The Company has an option to convert the outstanding principal amount of the term loans and any unpaid accrued interest into shares or units in connection with the next issuance of equity securities by AeroFlexx, at a price equal to 100% of the price per share or unit and on the same terms and conditions as applicable to such issuance. During 2024, the Company lent AeroFlexx the entire $10.0 million principal balance under this agreement. As of January 1, 2025, AeroFlexx was unable to raise any additional equity financing; therefore, the outstanding principal and unpaid accrued interest with an amount equal to the equity deficit of $7.3 million was automatically converted into Class D preferred units of AeroFlexx (“Class D Units”) at the price of $6.83 per share in accordance with the loan agreement. Upon conversion, a realized gain of $1.5 million was recognized for the year ended December 31, 2025 and is included in non-operating income in the consolidated statements of operations and comprehensive income (loss). The total principal balance drawn as of December 31, 2025 was $10.0 million. During the year ended December 31, 2025, $4.4 million was reclassified from Due from related parties under the term loan and $2.7 million was drawn down by AeroFlexx under the term loan. The Company accounted for the loans as an investment in debt securities and classified them as available for sale debt securities. Based on the AFS classification, the Company records this investment at fair value at each reporting date and as such recorded the changes in fair value of these loans (including the adjustment to fair value at inception date) in Other Comprehensive Income ("OCI"). The amortized cost, gross unrealized gains and losses, and fair value of AFS debt securities is represented in the table below (in thousands):
| Amortized cost |  | Gross unrealized gains |  | Gross unrealized losses |  | Fair value
December 31, 2025 |  |  |  |  |  |  |
Investment in Debt Securities - AFS | $ | 10,444 |  |  | $ | — |  |  | $ | (1,198) |  |  | $ | 9,246 |
December 31, 2024 |  |  |  |  |  |  |
Investment in Debt Securities - AFS | $ | 10,278 |  |  | $ | 909 |  |  | $ | — |  |  | $ | 11,187 |
At December 31, 2025 and 2024, there was no allowance for credit loss related to the available for sale securities portfolio. Accrued interest receivable on available for sale debt securities totaled $0.4 million and $0.2 million at December 31, 2025 and 2024, respectively. The amortized cost and fair value of debt securities, by contractual maturity, as of December 31, 2025 is shown below (in thousands). Expected maturities can differ from contractual maturities.
| Amortized cost |  | Fair value
Due within one year | $ | 10,444 |  |  | $ | 9,246 |
| $ | 10,444 |  |  | $ | 9,246 |
As the contractual maturity of the loan is December 31, 2026, it is included in the current line item Investments of the consolidated balance sheets. The decrease of $0.7 million and an increase of $0.9 million in fair value of this investment in debt securities for the years ended December 31, 2025 and 2024, respectively, is included as Unrealized gain (loss) on available for sale debt securities - related party in the consolidated statements of operations and comprehensive income (loss). Additionally, the Company’s carrying amount and maximum exposure relating to AeroFlexx advances and other receivables were $10.8 million and $4.5 million as of December 31, 2025 and December 31, 2024, included in Due from related parties on the consolidated balance sheets.

X
- Definition The entire disclosure for investment. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 320 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/320/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Topic 321 -Publisher FASB -URI https://asc.fasb.org/321/tableOfContent Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Topic 325 -Publisher FASB -URI https://asc.fasb.org/325/tableOfContent + Details
Name: | us-gaap_InvestmentTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_InvestmentsAllOtherInvestmentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration