1.1. Organization. INNIO N.V. (the “Company,” “INNIO,” or the “Group”), formerly known as INNIO Holding GmbH, is a global provider of distributed power generation equipment and services operating primarily under the Jenbacher and Waukesha brands. Refer to section 1.2 Reorganization, below for further details. The Group designs, manufactures, and services

gas-fueled

reciprocating engines and related solutions for industrial, commercial, municipal and data center applications, with primary operations in Austria, the United States, and Canada, supported by a worldwide services network. The Group reports financial results through two operating segments: Equipment and Services.

1.2. Reorganization. On September 26 2025, the Company completed a reorganization of its legal entity structure, whereby the accounting predecessor INNIO Group Holding GmbH became an indirect wholly-owned subsidiary of INNIO Holding GmbH. The Reorganization was accounted for as a transaction under common control and reflected prospectively from the date of transfer. See our audited consolidated financial statements for the year ended December 31, 2025 as disclosed in our final prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, in connection with our IPO (the “Prospectus”).

On June 3, 2026, INNIO Holding GmbH was converted, without interruption of its existence as legal entity, from a German limited liability company (

Gesellschaft mit beschränkter Haftung

) into INNIO Group Holding B.V., a Dutch private company with limited liability (

besloten vennootschap met beperkte aansprakelijkheid

). Following such conversion, the nominal value of the then

25,000

outstanding common shares in INNIO Group Holding B.V. was reduced to EUR

0.04

, and

749,975,000

new common shares were issued to our Principal Shareholder.

Thereafter, without interruption of its existence as legal entity, INNIO Group Holding B.V. was converted into a public company under Dutch law (

naamloze vennootschap

), and our legal name changed to INNIO N.V. Refer to Note 22 – Earnings (loss) per share for more information.

1.3. Basis of presentation. The unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) applicable to interim financial statement and present the historical results of operations, comprehensive income (loss) and changes in equity for the three and six months ended June 30, 2026 and 2025, the financial position as of June 30, 2026 and December 31, 2025 and cash flows for the six months ended June 30, 2026 and 2025. Certain information related to our significant accounting policies and note disclosures have been condensed or omitted. In the opinion of management, the unaudited Consolidated Financial Statements for the interim periods presented include all adjustments necessary to present a fair statement of the results for such interim periods. These unaudited consolidated financial statements should be read in conjunction with our annual audited consolidated financial statements, related notes and significant accounting policies for the fiscal year ended December 31, 2025, as disclosed in our final prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, in connection with our IPO (the “Prospectus”). The unaudited consolidated financial statements are presented in millions of U.S. dollars (“USD”), unless otherwise stated. Certain amounts may not sum due to rounding and percentages are calculated based on underlying amounts expressed in

millions.

1.4. Use of Estimates. The preparation of the unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates based on assumptions about current, and for certain estimates, future, economic and market conditions that affect reported amounts and related disclosures. These assumptions are deemed to be reasonable under the circumstances and although current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from expectations, which could materially affect the results of operations, financial position and cash flows.

Estimates are used for, but are not limited to, determining the point in time when control transfers to the customer for revenues, contract margins and costs to complete the project when applying the

percentage-of-completion

method for revenues, recognition and measurement of warranty obligations, impairment assessments of goodwill and indefinite-lived intangible assets, contingent consideration liabilities, fair-value measurements, and the recognition and measurement of deferred tax asset valuation allowances.

For further information on our significant accounting policies, please refer to our annual audited consolidated financial statements for the fiscal year ended December 31, 2025, filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, in connection with our IPO (the “Prospectus”).

1.5 Equity method investments.

Equity method investments represent investments in entities over which the Company has the ability to exercise significant influence, but not control. The initial investments in these entities are recorded at cost and subsequently adjusted for the Company’s proportionate share of the investees’ net income or losses. Where the Company executes transactions with its equity method investments, its proportionate share in any profits or losses of an equity method investment is eliminated until realization of the related profit and losses by the investee. Dividends received from equity method investees reduce the carrying amount of investment when received and do not impact the Company’s earnings. Equity method investments are assessed for other-than-temporary impairment when indicators suggest that its carrying amount may not be recoverable. Investments are presented within Other

non-current

assets in the consolidated statements of financial position and the Company’s share of the results from these investments is reported in consolidated statements of operations within Other (income) expense - net.

As of June 30, 2026, the Company’s equity method investments balance consists of a 24.9%

interest in Nordic (Luxembourg) S.à r.l. (“Nordic LuxCo”). The equity method investment is recognized in Other

non-current

assets in the consolidated statements of financial position. The loss from equity method investments for the three and six months ended June 30, 2026 was $0.7 million and $0.7 million, respectively. Refer to Note 25 – Related party transactions and Note 26 – Variable interest entities for further information.

Financial instruments - Credit losses (ASU

2025-05,

Topic 326). In July 2025, the Financial Accounting Standards Board (“FASB”) issued ASU

2025-05,

which amends ASC

326-20

to provide a practical expedient that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. Beginning fiscal 2026, the Company adopted ASU

2025-05

and applied the practical expedient, which did not have a material impact on the consolidated financial statements or disclosures.

Disaggregation of income statement expenses (ASU 2024-03, Subtopic 220-40)

. In November 2024, the FASB issued ASU

2024-03,

which requires tabular disaggregation of specified natural expense categories (for example, employee compensation, depreciation, amortization of intangibles, and inventory-related costs) that are included in income statement captions such as cost of sales and SG&A. The amendments are effective for annual periods beginning after December 15, 2026 (calendar year 2027), with interim periods beginning after December 15, 2027. The Company is evaluating the impact; no recognition or measurement changes are expected, but note disclosure may expand upon adoption.

Derivatives and revenue recognition (ASU 2025-07, Topics 815 and 606).

In September 2025, the FASB issued ASU

2025-07,

Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The amendments refine the scope of derivative accounting by introducing a new scope exception for certain

non-exchange-traded

contracts and clarify the accounting for share-based noncash consideration received from customers in revenue arrangements. The amendments are effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is evaluating the impact of the amendments on its accounting policies and disclosures; no recognition or measurement changes are expected.

Derivatives and hedging (ASU 2025-09, Topic 815)

. In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which makes targeted amendments to hedge accounting guidance intended to better align accounting with entities’ risk management activities and to clarify certain aspects of cash flow, fair value, and net investment hedges. The amendments are effective for fiscal years beginning after December 15, 2026 for public business entities and after December 15, 2027 for all other entities, with early adoption permitted. The Company is evaluating the impact of the amendments on its hedge accounting policies and disclosures; no recognition or measurement changes are expected.

Government grants (ASU 2025-10, Topic 832).

In December 2025, the FASB issued ASU 2025-10, which adds guidance to ASC 832 on the recognition, measurement, and presentation of government grants. The amendments are effective for fiscal years beginning after December 15, 2028, with early adoption permitted. The Company is evaluating the impact of these amendments.