Basic and Diluted Loss Per Common Share

9 Months Ended

Sep. 30, 2025

18. Basic and Diluted Loss Per Common Share

Loss per share ("EPS") is calculated using the two-class method, which allocates earnings among common stock and participating securities to calculate EPS when an entity's capital structure includes either two or more classes of common stock or common stock and participating securities. Unvested share-based payment awards, and, previously, the Series C Preferred Stock, that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities. As such, shares of any unvested restricted stock, and, previously, the Series C Preferred Stock, of the Company are considered participating securities; however, unvested shares of restricted stock do not participate in losses and, as such, are excluded from the computation of basic loss per share during periods of net losses. The dilutive effect, if applicable, of stock options and their equivalents (including non-vested stock issued under share-based compensation plans), is computed using the "if-converted method" if this measurement is determined to be more dilutive than the treasury stock method in a period.

The Company had no dilutive common stock equivalents during the three and nine months ended September 30, 2025, and 2024, due to the results from continuing operations being a loss, net of tax. For the three and nine months ended September 30, 2025, 321,371 and 301,486, respectively, of common stock equivalents from unvested restricted stock awards and unvested restricted stock units were excluded from the weighted-average number of shares used to calculate diluted loss per share as their inclusion would have been anti-dilutive. For the three and nine months ended September 30, 2024, 151,806 and 111,449, respectively, of common stock equivalents from unvested restricted stock awards and unvested restricted stock units were excluded from the weighted-average number of shares used to calculate diluted loss per share as their inclusion would have been anti-dilutive. Other instruments that may, in the future, if the average market price of the Company's stock exceeds the conversion prices, have a dilutive effect on EPS, but were excluded from the computations of diluted net loss per share for the three and nine months ended September 30, 2025 and 2024, and may be excluded from computations of diluted EPS in the future, are: convertible preferred stock, convertible debt, and stock options. Refer to Note 14. Share-based Compensation and Note 15. Equity and Temporary Equity for additional information on INNOVATE's equity instruments.

The following table presents a reconciliation of net loss to net loss used in the basic and diluted EPS calculations (in millions, except shares and per share amounts):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Net loss	$	(9.6)		$	(16.2)		$	(56.4)		$	(22.4)
Net loss attributable to non-controlling interest and redeemable non-controlling interest	0.7			1.2			3.2			4.4
Net loss attributable to INNOVATE Corp.	(8.9)			(15.0)			(53.2)			(18.0)
Less: Preferred dividends	0.5			0.3			3.0			0.9




Net loss attributable to common stockholders and participating preferred stockholders	$	(9.4)		$	(15.3)		$	(56.2)		$	(18.9)


Participating shares
Weighted-average common shares outstanding	13,264,799			12,966,322			13,176,043			9,928,679
Unvested restricted stock	—			—			—			—
Series C Preferred stock	—			—			—			1,265,381
Total	13,264,799			12,966,322			13,176,043			11,194,060

Percentage of loss allocated to:
Common stock	100.0		%	100.0		%	100.0		%	88.7		%
Unvested restricted stock	—		%	—		%	—		%	—		%
Series C Preferred stock	—		%	—		%	—		%	11.3		%

Numerator for loss per share:


Net loss attributable to common stockholders, basic and diluted	$	(9.4)		$	(15.3)		$	(56.2)		$	(16.8)
Net loss attributable to Series C holders, basic and diluted	—			—			—			(2.1)






Denominator for loss per share:
Weighted-average common shares outstanding - basic and diluted	13,264,799			12,966,322			13,176,043			9,928,679


Weighted-average Series C shares outstanding - basic and diluted	—			—			—			1,265,381

Loss per share
Loss per common share - basic and diluted	$	(0.71)		$	(1.18)		$	(4.27)		$	(1.69)

Loss per Series C share - basic and diluted	$	—		$	—		$	—		$	(1.69)