In October 2023, the Company adopted the Group Long-Term Incentive Plan (“2023 LTIP”) to provide a select group of managers the opportunity to participate in the Company’s value creation. Awards granted under the 2023 LTIP are subject to both performance-vesting and market-vesting conditions and provide for cash settlement upon the occurrence of certain exit events or a change in control (“Exit”).

Share-based compensation	6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]
Share-based compensation	Note 23. Share-based compensation 2023 Long-Term Incentive Plan In October 2023, the Company adopted the Group Long-Term Incentive Plan (“2023 LTIP”) to provide a select group of managers the opportunity to participate in the Company’s value creation. Awards granted under the 2023 LTIP are subject to both performance-vesting and market-vesting conditions and provide for cash settlement upon the occurrence of certain exit events or a change in control (“Exit”). As both performance-vesting and market-vesting conditions for this plan were met on June 4, 2026, compensation expense for awards granted under the 2023 LTIP was remeasured and recognized on that date. As of June 30, 2026, total recognized compensation cost pre-tax was $61.5 million. No compensation expense had been recognized for the 2023 LTIP for the three and six months ended June 30, 2025. 2026 Incentive Award Plan In connection with the Company’s IPO, the Board of Directors adopted the INNIO N.V. 2026 Incentive Award Plan (the “2026 Plan”), which became effective in June 2026. The 2026 Plan provides for the grant of equity-based awards to employees, directors and other eligible service providers, including stock options, restricted share units (“RSUs”), restricted shares, share appreciation rights, performance awards and other share-based awards. The Company registered shares available for issuance under the 2026 Plan on a Form S-8 filed with the SEC on June 5, 2026. Grants of RSU Awards Pursuant to the 2026 Plan, the Company granted 1,499,879 RSUs to employees with a 4-year cliff vesting and 202,221 RSUs to non-executive directors with annual vesting over 2 years. RSUs granted are settleable in ordinary shares of the Company and had a weighted-average grant-date fair value of $32.53 per award. Vesting of each award is subject to the recipient’s continued service through each applicable vesting date. Awards include customary acceleration provisions in the event of death or disability and pro rata acceleration upon termination by us without cause. The awards also include a dividend equivalent feature equal to the amount of cash that is paid as a dividend on one share. All dividend equivalents shall be deemed to be reinvested in additional RSUs based on the fair market value of a share on the dividend payment date. Each additional RSU that results from deemed reinvestments of dividend equivalents shall vest whenever the underlying RSU to which such additional RSU relates vests. Measurement and recognition The Company accounts for share-based payments to employees and non-employee directors in accordance with ASC 718, Compensation — Stock Compensation. All awards granted are classified as equity awards. Because the awards have no exercise price, grant-date fair value per RSU equals the market price per ordinary share on the applicable grant date. Compensation cost is recognized on a straight-line basis over the requisite service period. For service-only graded-vesting awards we have elected straight-line attribution, subject to the requirement that cumulative compensation cost recognized at any reporting date equal or exceed the grant-date fair value of the portion of the award that has vested as of that date. We have elected to account for forfeitures of equity awards as they occur. Compensation cost recognized Share-based compensation expense recognized during the three and six month periods ended June 30, 2026 was $1.1 million. Share-based compensation cost is recorded in selling, general and administrative expenses in the consolidated statements of operations. As of June 30, 2026, total unrecognized compensation cost related to non-vested RSU awards under the 2026 Plan was $ 54.3 million.

As both performance-vesting and market-vesting conditions for this plan were met on June 4, 2026, compensation expense for awards granted under the 2023 LTIP was remeasured and recognized on that date.

As of June 30, 2026, total recognized compensation cost pre-tax was

$61.5

million. No compensation expense had been recognized for the 2023 LTIP for the three and six months ended June 30, 2025.

In connection with the Company’s IPO, the Board of Directors adopted the INNIO N.V. 2026 Incentive Award Plan (the “2026 Plan”), which became effective in June 2026. The 2026 Plan provides for the grant of equity-based awards to employees, directors and other eligible service providers, including stock options, restricted share units (“RSUs”), restricted shares, share appreciation rights, performance awards and other share-based awards. The Company registered shares available for issuance under the 2026 Plan on a Form

S-8

filed with the SEC on June 5, 2026.

Pursuant to the 2026 Plan, the Company granted

1,499,879 RSUs to employees with a 4-year cliff vesting and 202,221 RSUs to

non-executive

directors with annual vesting over 2 years. RSUs granted are settleable in ordinary shares of the Company and had a weighted-average grant-date fair value of $32.53 per award.

Vesting of each award is subject to the recipient’s continued service through each applicable vesting date. Awards include customary acceleration provisions in the event of death or disability and pro rata acceleration upon termination by us without cause. The awards also include a dividend equivalent feature equal to the amount of cash that is paid as a dividend on one share. All dividend equivalents shall be deemed to be reinvested in additional RSUs based on the fair market value of a share on the dividend payment date. Each additional RSU that results from deemed reinvestments of dividend equivalents shall vest whenever the underlying RSU to which such additional RSU relates vests.

The Company accounts for share-based payments to employees and

non-employee

directors in accordance with ASC 718, Compensation — Stock Compensation. All awards granted are classified as equity awards. Because the awards have no exercise price, grant-date fair value per RSU equals the market price per ordinary share on the applicable grant date.

Compensation cost is recognized on a straight-line basis over the requisite service period. For service-only graded-vesting awards we have elected straight-line attribution, subject to the requirement that cumulative compensation cost recognized at any reporting date equal or exceed the grant-date fair value of the portion of the award that has vested as of that date.

Share-based compensation expense recognized during the three and six month periods ended June 30, 2026 was

$1.1

million. Share-based compensation cost is recorded in selling, general and administrative expenses in the consolidated statements of operations.