In connection with the Company’s initial public offering ("IPO") in June 2026, INNIO Holding GmbH was converted 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). On June 4, 2026, the nominal value of the then 25,000 outstanding common shares in INNIO Group Holding B.V. was reduced to €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 was changed to INNIO N.V. These transactions are collectively referred to as “the Conversion.”

In accordance with ASC 260-10-55-12 and SAB Topic 4.C (codified in ASC 505-10-S99-4), the Company has retroactively reflected the effect of the change in its capital structure in the Consolidated Financial Statements for all periods presented.

Accordingly, $34,890,900 was reclassified from additional paid-in capital to common stock to reflect the change in nominal value and new shares issued upon Conversion, and earnings per share was adjusted as shown below and on the Consolidated Statements of Operations.

Basic earnings (loss) per ordinary share is computed by dividing net income (loss) attributable to our ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per ordinary share is computed by adjusting the denominator of basic earnings per share for the dilutive effect of potential ordinary shares. For RSU awards, the treasury stock method is used for determining dilution.

Under the treasury stock method, we assume that proceeds equal to the unrecognized compensation cost on each RSU award would be used to repurchase ordinary shares at the average market price for the period. The resulting incremental ordinary shares are included in the denominator for diluted earnings per share only if the effect is dilutive.

In any period in which we report a net loss, all potential ordinary shares are excluded from the computation of diluted loss per share because their effect would be anti-dilutive; diluted loss per share equals basic loss per share in such periods.

The following securities are excluded from the calculation of weighted average diluted common shares for the three and nine months ended September 30, 2026, respectively, because their inclusion would have been anti-dilutive.


	Three Months Ended September 30,		Nine Months Ended September 30,
(in millions of $, except share and per share amounts)	2026	2025	2026	2025
Numerator:
Net income (loss)	109.2	39.5	83.3	136.9
Net loss attributable to noncontrolling interests	(1.8)	(0.5)	(5.2)	(0.6)
Net income (loss) attributable to INNIO N.V. shareholders	111.0	40.0	88.5	137.5

Weighted-average shares outstanding:
Basic	750,000,000	750,000,000	750,000,000	750,000,000
Effect of potentially dilutive RSUs (1)	—	—	16,904	—
Diluted	750,000,000	750,000,000	750,016,904	750,000,000

Net earnings (loss) per share:
Basic	0.15	0.05	0.12	0.18
Diluted	0.15	0.05	0.12	0.18
(1) Diluted by assumed exercise of stock-based compensation awards using the treasury stock method.

There were no dilutive securities issued in 2025 and earlier years, therefore , basic and diluted earnings per share are the same for the comparative periods presented.