The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited consolidated financial statements and the related notes included elsewhere herein and our audited consolidated financial statements, accompanying notes and management’s discussion and analysis of financial condition and results of operations and other disclosures for the fiscal year ended December 31, 2025, contained in our final prospectus filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, in connection with our initial public offering (“IPO”) (the “Prospectus”). The following discussion contains forward–looking statements that are based on current plans, expectations and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward–looking statements as a result of various factors, including, but not limited to, those identified below and those discussed in the section titled “Risk Factors” and other sections, including the “Cautionary Note Regarding Forward–Looking Statements” of this Quarterly Report. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Overview We are a leading global distributed energy solutions provider that delivers reliable, flexible, transient, decentralized, modular and efficient power. Our reciprocating gas engines convert gaseous fuels, such as natural, renewable and specialty gases, into electricity and heat or compression for a wide array of critical infrastructure, including the grid, data centers and industrial applications. Our solution portfolio is fully focused on gaseous fuels rather than diesel–based solutions. With an installed base of approximately 44 GW and 3.4 GW of power delivered as of December 31, 2025, compared to an installed base of 42 GW and 2.5 GW of power delivered as of December 31, 2024, our technology platforms have proven themselves for decades in a variety of demanding applications and environments. We operate through two primary segments: Equipment and Services. Our Equipment segment addresses the data center, power solutions and compression end–markets through our modular, flexible and highly efficient engine–based solutions, providing high quality power characteristics for their applications. In our data center business line, our modular, high–efficiency systems are ideally positioned to deliver the prime and backup power required to sustain intensive AI workloads. By minimizing the complex auxiliary subsystems often required by alternative power sources, our technology offers a scalable, capital efficient behind–the–meter solution specifically optimized for rapid data center deployment. Our power solutions provide base load and peaking power to stabilize utility grids (in–front–of–the–meter) and power independent microgrids (behind–the–meter). Our compression solutions support the full energy value chain, including gas lift, gathering, processing, storage and transmission, enabling efficient gaseous fuel transport. These solutions are mission critical and non–discretionary; our systems help our customers maintain operational continuity, generate electricity and produce oil and natural gas. As the backbone of resilient energy infrastructure, our equipment and services enable operators to mitigate grid capacity shortfalls and reduce reliance on unstable centralized power and intermittent renewables. Our sizable and growing installed base drives our Services segment, as our gas engine solutions require regular maintenance and replacement of parts to deliver reliable performance. The proprietary design of many critical components positions us to capture a substantial majority of the life cycle service and parts opportunity. Given the critical role our equipment plays in our customers’ operations, we have strong uptake of, and a steady demand for, our support and maintenance offerings. For customers seeking long–term certainty of maintenance costs, we offer multi–year service agreements, which can extend to ten years or more. We also offer upgrades and overhaul services, which substantially extend the life of our engines. 37 Table of Contents Our global manufacturing footprint spans more than seven million square feet of land, anchored by production hubs in Austria (Jenbach, Hall, Kapfenberg) and North America (Welland, Ontario, Canada; Waukesha, Wisconsin, USA; Waller, Texas, USA and Trenton, New Jersey, USA) as of June 30, 2026. We have strengthened our North American footprint, including targeted investments in U.S. manufacturing and assembly capacity, to support growing demand for distributed and behind–the–meter power solutions and to improve proximity to key data center development regions. These facilities enable localized production and testing, shorter lead times and increased capacity and flexibility, supporting projects that need power quickly. We have global coverage across approximately 100 countries, as of June 30, 2026, through a robust commercial network that integrates direct sales, authorized distributors and channel partners, packagers and strategic key accounts. This extensive global reach combined with our localized service capabilities, ideally positions us to effectively capture the growing demand for our energy solutions. Although the Jenbacher and Waukesha brands possess a rich heritage established within major industrial conglomerates, our trajectory accelerated in 2018 when Advent International (“Advent”) carved out the businesses from GE to form INNIO as a standalone entity. In 2023, we further strengthened our capital base when Luxinva, a wholly owned subsidiary of ADIA, acquired a significant minority stake. Following our separation from GE, we have delivered record performance by enhancing our operational agility, digital capabilities and technological leadership. We have specifically focused on high–growth opportunities through substantial investments in our U.S. manufacturing infrastructure, targeted R&D, containerized solutions and service distribution network. Organizational History We historically conducted our business through INNIO Group Holding GmbH, an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), which was established on April 19, 2018 and became operational on November 1, 2018 after we were carved out of GE. For the years ended December 31, 2023 and 2024, our audited consolidated financial statements were those of INNIO Group Holding GmbH. On September 26, 2025, we completed an income tax-free corporate restructuring to facilitate an initial public offering and establish a holding company structure. On September 1, 2025, AI Alpine (Luxembourg) S.à r.l., our (“Principal Shareholder”), the parent company of INNIO Group Holding GmbH, established a two-tier German holding structure with two German entities: INNIO Holding GmbH and INNIO Beteiligungs GmbH. As a result, INNIO Group Holding GmbH became an indirect wholly owned subsidiary of INNIO Holding GmbH, with INNIO Beteiligungs GmbH established between the two entities. As of September 26, 2025, INNIO Holding GmbH operated all of the business and consolidates the financial results of INNIO Beteiligungs GmbH and INNIO Group Holding GmbH and its subsidiaries. For the year ended December 31, 2025, our audited consolidated financial statements were those of INNIO Holding GmbH. Our beneficial ownership remained the same during this corporate reorganization. This corporate restructuring was accounted for as a transaction under common control and reflected prospectively from the date of transfer. For further details on this reorganization, including the relevant accounting treatment, see Note 1 – Operations and summary of significant accounting policies to our audited consolidated financial statements included in the Prospectus. Audited consolidated financial statements, as referred to within this Quarterly Report, for the years ended December 31, 2025, 2024 and 2023, respectively, refer to those filed with the Prospectus. In connection with our IPO, 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) and then converted into a public company under Dutch law (naamloze vennootschap), and our legal name was changed to INNIO N.V. We refer to these steps as the “Reorganization.” Our beneficial ownership did not change due to the Reorganization. 38 Table of Contents Recent Developments On June 5, 2026, we closed our IPO, which consisted of 103,500,000 common shares sold by our Principal Shareholder at a public offering price of $27.00 per common share, including the exercise in full of the underwriters’ option to purchase additional common shares. We did not receive any proceeds from the sale of common shares by the Principal Shareholder in the offering. Key Factors Affecting Our Performance Increasing Demand for our Equipment and Services, Driven Primarily by Data Centers and Global Shift towards Renewable Energy Sources Demand for our equipment and services is the key driver of our revenue and profitability. A significant portion of our business comes from the global power generation market where demand for flexible and distributed engine–based power plants is growing. Demand for power has continued to significantly outpace the available power generation supply from the grid, with the need for power becoming more acute in recent years. A key factor driving the increasing demand includes the rapid adoption and deployment of AI that has led to an increasing need for computing power which is served by increasing capacity additions of data centers. This has led to unprecedented investment in hyperscale and modular data centers, particularly in North America. This, along with increasing general needs for electricity, has put significant stress on the energy supply from the grid and has led companies or municipalities to consider our onsite, prime and backup power solutions equipment to meet their power needs, which we believe will drive demand for our equipment and services. Subsequently, we have seen an acceleration in order intake volume driven by data centers, especially in prime operation. We expect this growth to remain strong, driving both new equipment sales and long–term service growth under our recurring revenue model. In the United States, data center growth also drives demand for gas, driving growth in our compression business line. In addition to the rapid growth in order intake from data centers, we have also seen an increase in the proportion of these orders that represent larger projects with a limited number of customers. While this provides us with increased visibility over our expected revenue and costs likely to be incurred in the near to medium term, it also exposes us to greater potential volatility if there are any delays, cancellations or significant changes to these larger projects. As data center growth continues, we expect to continue to receive an increasing number of orders connected to large projects. Retirement of coal plants, capacity constraints and the increasing share of renewable power on the grid drive the demand growth for dispatchable power plants both in–front–of and behind–the–meter. Our flexible power solutions engine offering is designed to meet this growing demand, catering to a variety of business needs, including baseload (or prime), backup, hybrid and grid balancing operating profiles. Our strong service business, characterized by a large and growing global installed base, allows us to establish a recurring revenue model and provide growth opportunities within our Services segment. Our indirect and direct global coverage across approximately 100 countries facilitates high service penetration and, we believe, customer satisfaction. This robust service infrastructure not only supports our existing customer base but also attracts new customers, contributing to our expanding global footprint. As we continue to capitalize on the increasing demand for decentralized, flexible power solutions, particularly in the fast–growing data center industry, we anticipate that our Services segment will remain a key driver of sustainable revenue growth. Expanding Global Production Capacity and Geographic Mix Our results of operations are impacted by the geographic distribution of our sales and production footprint. From 2024 through the second quarter of 2026, our mix continued to shift towards the United States and North America, primarily reflecting increasing equipment orders from our data center customers, and we expect this shift to continue. 39 Table of Contents For the three months ended June 30, 2026, revenue from customers in Europe, North America and the Rest of World accounted for 33.7%, 46.9% and 19.4% of total revenue, respectively. For the three months ended June 30, 2025, revenue from customers in the same geographies accounted for 39.9%, 33.5% and 26.6% of total revenue, respectively. For the six months ended June 30, 2026, revenue from customers in the same geographies accounted for 36.0%, 43.9% and 20.1% of total revenue, respectively. For the six months ended June 30, 2025, revenue from customers in the same geographies accounted for 39.3%, 33.7% and 27.0% of total revenue, respectively. Of our North American revenue, 91.9% and 90.8% was derived from the United States for the three months ended June 30, 2026 and 2025, respectively, and 91.3% and 88.5% for the six months ended June 30, 2026 and 2025, respectively. Our growth to date has been supported by a well-invested, assembly–focused asset base, and we are expanding capacity, notably genset production and containerization capacity, to meet accelerating demand, particularly from our North American data center customers. We are executing self–funded expansions across Europe and North America designed to increase output, shorten lead times and enable a commercially optimized “local–for–local” supply model in the United States. In Europe, we expanded our Jenbach campus capabilities from approximately 1,800,000 square feet of land, including over 1,000,000 square feet of building space, to approximately 2,100,000 square feet of land space through an expansion into peripheral areas, such as our site at Hall in Tyrol, Austria with land space expansion accounting for approximately 109,000 square feet of that expansion as of June 30, 2026. Furthermore, through an investment in additional test benches, and a new assembly and logistics hall for our Type 6 and 9 engines, we increased the embedded space for production. There are further plans to continue expanding the Jenbach facilities to accommodate our data center and power solutions growth. In North America, we are increasing vertical integration across our segments and expanding our facilities. We currently conduct remanufacturing, repair and overhaul in our Waukesha facility, currently housed on approximately 1,700,000 square feet of land, including approximately 890,000 square feet of building space. We expect to ramp up the capacity of this facility, leveraging our Jenbach factory model, to include equipment assembly, specifically to support our data center business line. Additionally, to support data center solutions, in 2024 we started establishing containerization capabilities with our long–term containerization partner Gföllner in Trenton, New Jersey in a new site of approximately 93,000 square feet of building space on approximately 376,000 square feet of land. Production started in the Trenton facility in 2025. We also invested in a site of approximately 68,500 square feet of land in Waller, Texas to be dedicated to containerization and packaging efforts in 2025. Another main production site is our Welland, Ontario facility, with approximately 3,400,000 square feet of land, including over 500,000 square feet of building space, which has ample spare capacity for components, assembly and testing. This footprint is designed to reduce lead times for North American customers, enhance supply assurance as our growth scales and increase our well–invested asset base. Importantly, by shifting a greater share of value–added activities and local content to North America, we also seek to reduce exposure to potential U.S. tariffs and trade policy volatility, while improving our ability to respond quickly should tariff regimes change. Since 2024, we have intensified our business transformation efforts alongside the capacity expansion initiatives outlined above, establishing the internal manufacturing and supply chain foundations required to support our growth. To accelerate this ramp up and improve our execution, we have engaged dedicated third–party expertise to support and professionalize the capacity expansion program. Maintaining a Robust Supply Chain to Service AI and High–Performance Compute Requirements Our future success depends in part on our access to raw materials, components and spare parts for the production of our equipment. We have established and actively manage a diversified, global supplier network, augmented by in–house machining and specialized component production, to secure availability of quality materials, components and parts and to continue innovating at scale. We also use long–term supply agreements to secure our access to raw materials, components and spare parts needed in the production of our equipment. We use long–term supply agreements with our suppliers where supplier diversification is not feasible or strategically desirable and with our top suppliers, even if the material, component or part is non–critical for the production of our equipment. We work actively with our suppliers on future capacity and regionalization to anticipate our future resource needs while continuing to develop our relationships with leading providers to meet the expanding needs of our customers. 40 Table of Contents Ongoing Digitalization in our Industry Revenue and profitability in our Services segment are driven by the ongoing digitalization and increased use of AI in our industry, as we offer our digital services as a combined part of our solutions. Customers are increasingly asking for digital solutions to reach higher reliability and efficiency, to provide more cost transparency and to drive profits in their day–to–day operations. Internally, we integrate AI across our operations to drive efficiency and enhance decision–making. Our AI–enabled tools are used for predictive maintenance, process automation and data–driven quality management, enabling proactive service interventions and optimized plant performance. Additionally, our generative AI solutions support all of our departments, simplifying access to our institutional knowledge through AI–based chatbots, streamlining and automating workflows and accelerating our product development cycles. A key digitalization highlight we use to address our customers’ demand is our myplant platform, which is used to optimize engine performance, reduce potential unplanned downtime through continuous development of predictive maintenance algorithms and help customers manage their operations from anywhere at any time. Our myplant platform addresses our customers’ increasing need for digital solutions by leveraging digital–twin technology, machine learning and advanced analytics to deliver actionable insights and operational intelligence. It empowers operators to manage energy assets remotely, optimize uptime and reduce their carbon footprint. With our comprehensive digital services offering, we believe we are well positioned to benefit from the digitalization in the energy sector. For example, we believe that major trends like electrification, sustainability and digitalization, along with the increased use of AI, benefit our Services segment, which employs digital solutions. Digital solutions are increasing the productivity of our service operations by enhancing data–driven business forecasting to automate planning of our Services business, improving remote support to avoid dispatches of field technicians, utilizing smarter scoping and dispatching of field jobs to improve our first–time fix rates, creating route optimization for our field service technicians and using generative AI–supported debriefs of field jobs. We expect these megatrends to continue and further drive growth. Investment in Research and Development We are a technology driven company with a history of innovative equipment and services developments, creating power generation innovations for the data center business line and enhancing our capabilities in grid stabilization and digital developments within the industry. We are one of the first companies to offer hydrogen–ready engines at megawatt–scale, supporting the shift towards low–carbon and circular energy systems. Accordingly, we regularly dedicate parts of our resources to research and development (“R&D”). Our total R&D expenses amounted to $31.9 million for the three months ended June 30, 2026, compared to the total spending on R&D of $27.2 million for the three months ended June 30, 2025 and $60.8 million for the six months ended June 30, 2026 compared to $46.4 million for the six months ended June 30, 2025. R&D activities for the three months ended June 30, 2026 were mainly driven by the focus on the development of product innovations such as the improvement of power output, electrical efficiency, ramp up times, transient capabilities, increase of genset inertia to stabilize electrical grids and the reduction of our engines’ emissions, including our hydrogen–gas engines. We expect to continue to focus on these areas going forward. Costs and Operational Efficiency Our results of operations are significantly affected by the cost and availability of materials, which include raw materials, engine parts and components, and represent the largest portion of our total costs. Our cost of equipment and products sold consists principally of our cost of materials, employee salaries, depreciation and amortization, infrastructure expenses as well as other purchased services. Our cost of services sold consists principally of our cost of materials, employee salaries, depreciation and amortization, infrastructure expenses and purchased services. 41 Table of Contents For the three months ended June 30, 2026, our cost of equipment and products sold, together with our cost of services sold amounted to $629.8 million, representing 67.2% of our total revenue, for the same period, as compared to the three months ended June 30, 2025, where the total cost of equipment and products sold, together with our cost of services sold was $431.1 million, representing 65.4% of our total revenue for the same period. For the six months ended June 30, 2026, our cost of equipment and products sold, together with our cost of services sold amounted to $1,064.8 million, representing 66.3% of our total revenue, for the same period, as compared to the six months ended June 30, 2025, where the total cost of equipment and products sold, together with our cost of services sold was $735.7 million, representing 63.8% of our total revenue for the same period. The principal raw materials that we use in our manufacturing operations include steel, copper, aluminum, precious metals, such as rhodium and iridium, rubber, plastics, noble metals such as platinum, and parts and components containing these and other raw materials. The prices and availability of raw materials and the parts and components containing them are influenced by global or regional supply and demand dynamics, transportation costs, government regulations and tariffs, geopolitical events, changes in currency exchange rates, price controls, the economic climate, capacity constraints caused by supplier failures and financial bottlenecks at suppliers, among other factors and circumstances. With respect to raw materials, in most cases, we do not act as a direct purchaser but rather rely on our suppliers to source such raw materials. Supplier costs often include pass–through pricing for raw materials or, in some cases, indexation clauses. Our results of operations are also significantly affected by selling, general and administrative expenses, which were $232.2 million and $101.4 million for the three months ended June 30, 2026 and 2025, respectively, and $375.2 million and $198.4 million for the six months ended June 30, 2026 and 2025, respectively. This represented the second largest component of our costs after the cost of equipment and products together with our cost of services sold. Our selling, general and administrative expenses consist of employee compensation and benefits, depreciation and amortization, cost of services purchased from external vendors, IT, travel and facility management related expenses. Employee benefits include wages and salaries, paid annual leave, paid sick leave, short–term bonuses and non-monetary benefits. As of June 30, 2026, we employed 5,467 full-time equivalents (“FTEs”), which includes our employees or employees of record, which are employees hired on behalf of us by a third party organization, excluding interns, contractors, apprentices, passive employees and employees on leaves of absence. This is compared to 4,620 FTEs as of June 30, 2025. As of June 30, 2026, FTEs were located across 22 countries, with over 700 engineers and over 480 employees with R&D capabilities comprising our workforce. To develop and manufacture innovative engines and to provide high–quality services to our customers, we make significant investments to attract and retain top talent in each of the countries in which we operate. For example, our Shared Service Center in Budapest has grown over the last six years and, as of June 30, 2026 employs more than 300 FTEs across many functions, predominantly in finance, services, sourcing and IT. Its growth has been fostered by centralizing and standardizing support functions processes and transferring additional scope to the Shared Services Center, which underlines its strategic importance and thereby helps to attract and retain talent. Wage inflation, competition for talent and ordinary–course increases in compensation may elevate personnel costs and reduce profitability if not offset by increases in our Equipment and Services prices. Personnel expenses may further increase as we expand our operations and global footprint, particularly as our historic M&A strategy has followed a go–to–market approach, which can increase our amount of personnel. Seasonality The financial results of our business closely follow changes in the markets in which we operate. In addition, certain aspects of our business have seasonal fluctuations although our revenue distribution throughout the year shows limited seasonality influence driven by different factors for the Equipment and Services segments. In the Services segment, engines in CHP applications in particular run higher operating hours in the winter months, which generates higher revenue on CSAs (as defined in “—Components of Results of Operations—Sales of Services”), which are billed on an operating hours basis. For the Equipment segment, given the less than one year book–to–bill cycle for most of the products, there is typically a slight increase in revenue recognized in the fourth quarter. 42 Table of Contents Climate change effects such as flooding and other extreme weather events can also impact business continuity and financial performance and could disrupt our operations or those of our customers, suppliers or business partners, including through direct damage to physical assets and indirect impacts from supply chain disruption and market volatility. Our Jenbach facilities are exposed to the risk of flooding, and we have a flood mitigation system in place in those facilities. The global shift towards renewable energy sources and increased environmental regulations presents both challenges and opportunities. We address seasonality through flexible production planning, diversified geographic operations and digital forecasting tools that help us anticipate demand shifts and optimize inventory and resource allocation. Macroeconomic Trends We are a globally active corporation with worldwide operations. As a global business, our operations are affected by worldwide, regional and industry–specific economic factors as well as political, geopolitical, environmental and social factors wherever we operate or do business. Our geographic diversity and the breadth of our Equipment and Services segments have helped mitigate the impact of any one industry or the economy of any single country on our consolidated operating results. Macroeconomic factors influence our business through several channels. Customer investment cycles and capital allocation decisions affect the timing and mix of orders for our equipment and services. Interest rate environments, government subsidies and regulation changes, credit availability, energy pricing dynamics and other market conditions impact whether our customers will modify, delay, in rare instances, cancel plans to purchase our products, solutions and services, or fail to follow through on previously executed purchases or contracts. Components of Results of Operations Sales of Equipment and Products Our sales of equipment and products consist of the sales of gas engines, gensets, containerized products and other power generation equipment manufactured by us. We sell our offerings to the data center, power solutions and compression markets. We operate based on a multi–channel go–to–market strategy, set up for both direct and indirect sales of our equipment and products. When selling indirectly through distributors, we sell our engines and digital services only to the distributor, and they sell our engines and other power generation equipment under our brands to the end customer. Sales of Services For our Services segment, we distinguish between contractual and transactional services. Contractual Service Agreements (“CSAs”), which cover parts and labor, and Material Stream Agreements (“MSAs”), which cover parts only, together comprise our LSAs. Transactional services cover transactional parts and labor, overhaul and repair, engine upgrades (“CM&U”) and commissioning. In the case of direct markets, our services typically comprise both parts and labor, while in the case of our indirect distribution channels, we typically sell parts only, while labor is provided by our distributors and our other channel partners. In both cases, direct and indirect, our sales of services may be purely transactional or embedded into LSAs. Cost of Equipment and Products Sold Our cost of equipment and products sold consists principally of our cost of materials, employee salaries, depreciation and amortization, infrastructure expenses as well as other purchased services. Cost of Services Sold Our cost of services sold consists principally of our cost of materials, employee salaries, depreciation and amortization, infrastructure expenses and purchased services. 43 Table of Contents Selling, General and Administrative Expenses Our selling, general and administrative expenses consist of employee compensation and benefits, depreciation and amortization, cost of services purchased from external vendors, IT, travel and facility management related expenses. These expenses are all expenses that are not directly related to the production of our equipment or to the delivery of our services to customers. Our selling, general and administrative expenses typically include overhead costs such as sales, marketing, finance and costs from other support functions. We expect that selling, general and administrative expenses will continue to be affected by various factors, including wage inflation or increases in the costs of purchased services, such as professional, sales and marketing services, in line with respective inflation levels. Research and Development Expenses Our R&D expenses consist of costs incurred in performing R&D activities, including personnel, materials, prototypes, testing and allocated overhead, related to the discovery of new knowledge and the design and development of new or significantly improved equipment and products prior to the commencement of commercial production. Other Operating (Income) Expense – Net Our other operating (income) expense – net primarily consists of income from government grants and write–offs of unclaimed items as well as gains and losses related to contingent considerations from acquisitions. Interest Expense and Related Financing Costs – Net Our interest expense and related financing costs – net consists of interest on loan facilities, such as our Term Loan B – EUR, Term Loan B – USD and a revolving credit facility (the “RCF”) and including amortization of premiums and discounts net of interest rate swaps, interest expenses on finance leases and interest expenses on factoring and supplier financing arrangements and related foreign currency gains and losses. Other (Income) Expense – Net Our other (income) expenses – net primarily consist of gains and losses from divestments and interest income and interest expense on bank balances. Income tax expense Income tax expense represents the provision for domestic and foreign income taxes for the period and includes both current tax expense (taxes payable based on taxable income) and deferred tax expense and benefit (changes in deferred tax assets and liabilities arising from temporary differences between financial reporting and tax bases). Our income tax expense and effective tax rate are primarily driven by pre–tax income (or loss), our geographic mix of earnings, tax benefits and non–deductible items and discrete items such as tax audit settlements and changes in valuation allowances. Recent trends include variability in the effective tax rate due to changes in profitability, jurisdictional mix and discrete tax items, while key uncertainties include the outcome of tax audits and interpretations and potential impacts from changes in tax laws and regulations (including global minimum tax, Pillar Two and evolving guidance). 44 Table of Contents Discussion and Analysis of our Results of Operations The following table sets forth our consolidated statements of operations for the periods presented: Three Months Ended June 30, Six Months Ended June 30, (in millions of $) 2026 2025 2026 2025 Sales of equipment and products 569.3 354.1 891.8 564.3 Sales of services 368.4 305.4 714.7 589.2 Net sales 937.7 659.5 1,606.5 1,153.5 Cost of equipment and products sold 421.6 251.0 662.5 397.5 Cost of services sold 208.2 180.1 402.3 338.2 Gross profit 307.9 228.4 541.7 417.8 Selling, general, and administrative expenses 232.2 101.4 375.2 198.4 Research and development expenses 31.9 27.2 60.8 46.4 Other operating (income) expense - net (1.3 ) (1.3 ) (2.5 ) (3.1 ) Operating income 45.1 101.1 108.2 176.1 Interest expense and related financing costs - net 52.9 21.5 123.7 50.1 Other (income) expense - net (3.7 ) (0.9 ) (6.9 ) (1.5 ) Income (loss) before income taxes (4.1 ) 80.5 (8.6 ) 127.5 Income tax expense 12.8 18.1 17.3 30.1 Net income (loss) (16.9 ) 62.4 (25.9 ) 97.4 Comparison of the Three Months Ended June 30, 2026 and 2025 Sales of Equipment and Products Three Months Ended June 30, Variance (in millions of $, other than percentages) 2026 2025 $ % Sales of equipment and products $ 569.3 $ 354.1 $ 215.2 60.8 % Sales of equipment and products increased by $215.2 million, or 60.8%, to $569.3 million for the three months ended June 30, 2026 compared to $354.1 million for the three months ended June 30, 2025. The increase was primarily due to the continuous high demand for our Type 6 engines, both in our data center and power solutions business lines, and increased sales of our Type 9 and VHP engines in the power solutions business line. Sales of Services Three Months Ended June 30, Variance (in millions of $, other than percentages) 2026 2025 $ % Sales of services $ 368.4 $ 305.4 $ 63.0 20.6 % Sales of services increased by $63.0 million, or 20.6%, to $368.4 million for the three months ended June 30, 2026 compared to $305.4 million for the three months ended June 30, 2025. The increase was primarily driven by an increase in sales of transactional spare parts to customers in Europe and North America and an increase of CSA revenues in Europe and North America. 45 Table of Contents Cost of Equipment and Products Sold Three Months Ended June 30, Variance (in millions of $, other than percentages) 2026 2025 $ % Cost of equipment and products sold $ 421.6 $ 251.0 $ 170.6 68.0 % Cost of equipment and products sold increased by $170.6 million, or 68.0%, to $421.6 million for the three months ended June 30, 2026 compared to $251.0 million for the three months ended June 30, 2025. The increase was primarily due to the increase in our equipment and products sold and higher transportation and customs costs for North America. Cost of Services Sold Three Months Ended June 30, Variance (in millions of $, other than percentages) 2026 2025 $ % Cost of services sold $ 208.2 $ 180.1 $ 28.1 15.6 % Cost of services sold increased by $28.1 million, or 15.6%, to $208.2 million for the three months ended June 30, 2026 compared to $180.1 million for the three months ended June 30, 2025. The increase was primarily due to the increase in our services sold, and an increased proportion of CSA sales which is a lower-cost product. Selling, General and Administrative Expenses Three Months Ended June 30, Variance (in millions of $, other than percentages) 2026 2025 $ % Selling, general, and administrative expenses $ 232.2 $ 101.4 $ 130.8 129.0 % Selling, general and administrative expenses increased by $130.8 million, or 129.0%, to $232.2 million for the three months ended June 30, 2026 compared to $101.4 million for the three months ended June 30, 2025. The increase was primarily due to additional costs related to our IPO including consultancy, audit fees, related bonus payments and long-term incentive payments, coupled with an increase in the number of FTEs we employed and salary inflation. Research and Development Expenses Three Months Ended June 30, Variance (in millions of $, other than percentages) 2026 2025 $ % Research and development expenses $ 31.9 $ 27.2 $ 4.7 17.3 % Research and development expenses increased by $4.7 million, or 17.3%, to $31.9 million for the three months ended June 30, 2026 compared to $27.2 million for the three months ended June 30, 2025. The increase was primarily due to continued investment into R&D at approximately the same percentage of total sales compared to the spending in the three months ended June 30, 2025, with some improvement in operational leverage. 46 Table of Contents Other Operating (Income) Expense – Net Three Months Ended June 30, Variance (in millions of $, other than percentages) 2026 2025 $ % Other operating (income) expense - net $ (1.3 ) $ (1.3 ) $ — — % Other operating (income) expense – net remained flat at $1.3 million for the three months ended June 30, 2026 compared to $1.3 million for the three months ended June 30, 2025. Interest Expense and Related Financing Costs – Net Three Months Ended June 30, Variance (in millions of $, other than percentages) 2026 2025 $ % Interest expense and related financing costs - net $ 52.9 $ 21.5 $ 31.4 146.0 % Interest expense and related financing costs – net increased by $31.4 million, or 146.0%, to $52.9 million for the three months ended June 30, 2026 compared to $21.5 million for the three months ended June 30, 2025. The increase was primarily due an increase in loan interest expenses offset by a reduction in interest from the failed sale and leaseback due to early redemption. Additionally, unrealized foreign currency revaluation gains and losses of USD denominated internal and external loans in EUR entities moved from a gain of $13.8 million to a loss of $11.9 million, resulting in an unfavorable variance of $(25.7) million. Other (Income) Expense – Net Three Months Ended June 30, Variance (in millions of $, other than percentages) 2026 2025 $ % Other (income) expense - net $ (3.7 ) $ (0.9 ) $ (2.8 ) 311.1 % Other (income) expense – net increased by $2.8 million, or 311.1%, to $3.7 million for the three months ended June 30, 2026 compared to $0.9 million for the three months ended June 30, 2025. The increase was primarily due to an increase in the interest earned on bank balances. Income tax expense Three Months Ended June 30, Variance (in millions of $, other than percentages) 2026 2025 $ % Income tax expense $ 12.8 $ 18.1 $ (5.3 ) (29.3 )% Income tax expense decreased by $5.3 million, or (29.3)%, to $12.8 million for the three months ended June 30, 2026 compared to $18.1 million for the three months ended June 30, 2025. The decrease was primarily due to a decrease in pre-tax income. 47 Table of Contents Segment Information The following table represents selected items in our unaudited consolidated statements of operations for the three months ended June 30, 2026 and 2025 by our operating segments: Three Months Ended June 30, (in millions of $) 2026 2025 Equipment revenue Data Center 232.4 118.0 Power Solutions 273.6 181.5 Compression 63.3 54.6 Total equipment revenue 569.3 354.1 Service revenue Transactional 236.1 192.8 Contractual 132.3 112.6 Total service revenue 368.4 305.4 Total revenue 937.7 659.5 Comparison of the Three Months Ended June 30, 2026 and 2025 Equipment Revenue Revenue for our Equipment segment increased by 60.8% to $569.3 million for the three months ended June 30, 2026 from $354.1 million for the three months ended June 30, 2025. This increase was mainly driven by the continuous high demand for our Type 6 engines in both our data center and power solutions business lines, and increased sales of our Type 3 engines in our power solutions business line. Data center revenue, within Equipment revenue, increased by 97.0% to $232.4 million for the three months ended June 30, 2026 from $118.0 million for the three months ended June 30, 2025. This increase was primarily due to a continued build out of data center infrastructure in North America. Power solutions revenue, within Equipment revenue, increased by 50.7% to $273.6 million for the three months ended June 30, 2026 from $181.5 million for the three months ended June 30, 2025. This increase was mainly driven by higher sales in the biogas power solutions market in Europe and stronger demand for our Type 6 engines in North America. Compression revenue, within Equipment revenue, increased by 15.9% to $63.3 million for the three months ended June 30, 2026 from $54.6 million for the three months ended June 30, 2025. This increase was primarily due to higher market demand for our core compression equipment, notably the VHP and 275 engines. Services Revenue Revenue for our Services segment increased by 20.6% to $368.4 million for the three months ended June 30, 2026 from $305.4 million for the three months ended June 30, 2025. This increase was primarily driven by an increase in the sales of transactional spare parts to customers in Europe, North America and the Rest of World, an increase of CSA revenues in Europe and an increase in MSA revenues in the Rest of World. Revenue by Geography Our revenue by geography is summarized below: Three Months Ended June 30, 2026 (in millions of $) Equipment Service Total Germany 27.9 54.3 82.2 Total Europe 143.7 172.2 315.9 United States 320.3 83.6 403.9 Total North America 334.5 105.0 439.5 Rest of World 91.1 91.2 182.3 Total 569.3 368.4 937.7 Three Months Ended June 30, 2025 (in millions of $) Equipment Service Total Germany 25.0 50.0 75.0 Total Europe 109.4 153.6 263.0 United States 150.5 50.1 200.6 Total North America 151.3 69.7 221.0 Rest of World 93.4 82.1 175.5 Total 354.1 305.4 659.5 48 Table of Contents Comparison of Six Months Ended June 30, 2026 and 2025 Sales of Equipment and Products Six Months Ended June 30, Variance (in millions of $, other than percentages) 2026 2025 $ % Sales of equipment and products $ 891.8 $ 564.3 $ 327.5 58.0 % Sales of equipment and products increased by $327.5 million, or 58.0%, to $891.8 million for the six months ended June 30, 2026 compared to $564.3 million for the six months ended June 30, 2025. The increase was primarily due to the continuous high demand for our Type 6 engines, both in our data center and power solutions business lines, and revenue growth of our Type 3, Type 9 and VHP engines in the power solutions business line. Sales of Services Six Months Ended June 30, Variance (in millions of $, other than percentages) 2026 2025 $ % Sales of services $ 714.7 $ 589.2 $ 125.5 21.3 % Sales of services increased by $125.5 million, or 21.3%, to $714.7 million for the six months ended June 30, 2026 compared to $589.2 million for the six months ended June 30, 2025. The increase was primarily due to an increase in sales of transactional spare parts to customers in Europe and North America and an increase of CSA revenues in Europe and North America. Cost of Equipment and Products Sold Six Months Ended June 30, Variance (in millions of $, other than percentages) 2026 2025 $ % Cost of equipment and products sold $ 662.5 $ 397.5 $ 265.0 66.7 % Cost of equipment and products sold increased by $265.0 million, or 66.7%, to $662.5 million for the six months ended June 30, 2026 compared to $397.5 million for the six months ended June 30, 2025. The increase was primarily due to increase in our equipment and products sold and higher transportation and customs costs for North America. Cost of Services Sold Six Months Ended June 30, Variance (in millions of $, other than percentages) 2026 2025 $ % Cost of services sold $ 402.3 $ 338.2 $ 64.1 19.0 % Cost of services sold increased by $64.1 million, or 19.0%, to $402.3 million for the six months ended June 30, 2026 compared to $338.2 million for the six months ended June 30, 2025. The increase was primarily due to the increase in our services sold. 49 Table of Contents Selling, General and Administrative Expenses Six Months Ended June 30, Variance (in millions of $, other than percentages) 2026 2025 $ % Selling, general, and administrative expenses $ 375.2 $ 198.4 $ 176.8 89.1 % Selling, general and administrative expenses increased by $176.8 million, or 89.1%, to $375.2 million for the six months ended June 30, 2026 compared to $198.4 million for the six months ended June 30, 2025. The increase was primarily due to the increase in the number of FTEs we employed, coupled with salary inflation and significant additional professional service costs related to our IPO, including consultancy, audit fees, related bonus and long-term incentive payments. Research and Development Expenses Six Months Ended June 30, Variance (in millions of $, other than percentages) 2026 2025 $ % Research and development expenses $ 60.8 $ 46.4 $ 14.4 31.0 % Research and development expenses increased by $14.4 million, or 31.0% to $60.8 million for the six months ended June 30, 2026 compared to $46.4 million for the six months ended June 30, 2025. The increase was primarily due to continued investment into R&D at approximately the same percentage of total sales compared to the spending in the six months ended June 30, 2025, with some improvement in operational leverage. Other Operating (Income) Expense – Net Six Months Ended June 30, Variance (in millions of $, other than percentages) 2026 2025 $ % Other operating (income) expense - net $ (2.5 ) $ (3.1 ) $ 0.6 (19.4 )% Other operating (income) expense – net decreased by $0.6 million, or (19.4)%, to $2.5 million for the six months ended June 30, 2026 compared to $3.1 million for the six months ended June 30, 2025. The decrease was primarily due to a reduction in income from grid balancing. Interest Expense and Related Financing Costs – Net Six Months Ended June 30, Variance (in millions of $, other than percentages) 2026 2025 $ % Interest expense and related financing costs - net $ 123.7 $ 50.1 $ 73.6 146.9 % Interest expense and related financing costs – net increased by $73.6 million, or 146.9%, to $123.7 million for the six months ended June 30, 2026 compared to $50.1 million for the six months ended June 30, 2025. The increase was primarily due to an increase in loan interest expenses along with an increase in costs related to our February 2026 refinancing, offset by a reduction in interest from the failed sale and leaseback due to early redemption. Additionally, unrealized foreign currency revaluation gains and losses of USD denominated internal and external loans in EUR entities moved from a gain of $22.0 million to a loss of $35.4 million, resulting in an unfavorable variance of $(57.4) million. 50 Table of Contents Other (Income) Expense – Net Six Months Ended June 30, Variance (in millions of $, other than percentages) 2026 2025 $ % Other (income) expense - net $ (6.9 ) $ (1.5 ) $ (5.4 ) 360.0 % Other (income) expense – net increased by $5.4 million, or 360.0%, to $6.9 million for the six months ended June 30, 2026 compared to $1.5 million for the six months ended June 30, 2025. The increase was primarily due to an increase in the interest earned on bank balances. Income tax expense Six Months Ended June 30, Variance (in millions of $, other than percentages) 2026 2025 $ % Income tax expense $ 17.3 $ 30.1 $ (12.8 ) (42.5 )% Income tax expense decreased by $12.8 million, or (42.5)%, to $17.3 million for the six months ended June 30, 2026 compared to $30.1 million for the six months ended June 30, 2025. The decrease was primarily due to a decrease in pre-tax income. Segment Information The following table represents selected items in our unaudited consolidated statements of operations for the six months ended June 30, 2026 and 2025 by our operating segments: Six Months Ended June 30, (in millions of $) 2026 2025 Equipment revenue Data Center 339.4 170.3 Power Solutions 441.7 295.8 Compression 110.7 98.2 Total equipment revenue 891.8 564.3 Service revenue Transactional 442.3 364.8 Contractual 272.4 224.4 Total service revenue 714.7 589.2 Total revenue 1,606.5 1,153.5 Comparison of Six Months Ended June 30, 2026 and 2025 Equipment Revenue Revenue for our Equipment segment increased by 58.0% to $891.8 million for the six months ended June 30, 2026 from $564.3 million for the six months ended June 30, 2025. This increase was mainly driven by the continuous high demand for our Type 6 engines in both our data center and power solutions business lines, and increased sales of our Type 3 engines in our power solutions business line. Data center revenue, within Equipment revenue, increased by 99.3% to $339.4 million for the six months ended June 30, 2026 from $170.3 million for the six months ended June 30, 2025. This increase was primarily due to a continued build out of data center infrastructure in North America. Power solutions revenue, within Equipment revenue, increased by 49.3% to $441.7 million for the six months ended June 30, 2026 from $295.8 million for the six months ended June 30, 2025. This increase was mainly driven by higher sales in the biogas power solutions market in Europe and stronger demand for our Type 6 engines in North America. Compression revenue, within Equipment revenue, increased by 12.7% to $110.7 million for the six months ended June 30, 2026 from $98.2 million for the six months ended June 30, 2025. This increase was primarily due to higher market demand for our core compression equipment, notably the VHP and 275 engines. Services Revenue Revenue for our Services segment increased by 21.3% to $714.7 million for the six months ended June 30, 2026 from $589.2 million for the six months ended June 30, 2025. This increase was primarily driven by an increase in the sales of transactional spare parts to customers in Europe, North America and the Rest of World, an increase of CSA revenues in Europe and an increase in MSA revenues in the Rest of World. Revenue by Geography Our revenue by geography is summarized below: Six Months Ended June 30, 2026 (in millions of $) Equipment Service Total Germany 46.7 107.7 154.4 Total Europe 231.9 347.2 579.1 United States 500.7 143.5 644.2 Total North America 520.6 184.7 705.3 Rest of World 139.3 182.8 322.1 Total 891.8 714.7 1,606.5 51 Table of Contents Six Months Ended June 30, 2025 (in millions of $) Equipment Service Total Germany 47.3 100.6 147.9 Total Europe 152.8 300.1 452.9 United States 243.3 100.9 344.2 Total North America 252.3 136.7 389.0 Rest of World 159.2 152.4 311.6 Total 564.3 589.2 1,153.5 Key Operating Metrics and Non–GAAP Financial Measures We report our financial results in accordance with U.S. GAAP. We believe that certain non-GAAP financial measures provide our investors with additional useful information in evaluating our performance. We believe that excluding certain items that may vary substantially in frequency and magnitude period-to-period from net income creates useful, supplemental measures that may assist our investors in evaluating our ability to generate earnings and to more readily compare these metrics between past and future periods. These non-GAAP financial measures may be different than similarly titled measures used by other companies . We define Adjusted EBITDA as net income as adjusted for (i) income tax expense, (ii) interest and other financial charges – net, (iii) other non–operating (income)/expense – net, (iv) depreciation and amortization, (v) other non–cash items, (vi) public market readiness costs, (vii) transformation costs, (viii) transaction costs, (ix) acquisition and divestment related gains and losses and (x) share-based compensation. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. We define Cash Conversion as Adjusted EBITDA less capital expenditures, divided by Adjusted EBITDA. Capital expenditures are the sum of the additions to property, plant and equipment and additions to intangible assets over a given period. Cash Conversion is a supplemental non-GAAP financial measure used by our management to evaluate the proportion of Adjusted EBITDA retained after capital expenditures in a given period and to assess capital intensity relative to operating performance and is reviewed by management as part of regular operating and financial performance reviews. Accordingly, we believe this measure provides useful information to investors in understanding and evaluating our operating results in the same manner as our management. We define adjusted net income (“Adjusted Net Income”) as net income (loss) as adjusted for ((i) management adjustments comprising (a) IPO and public market readiness costs, (b) transformation costs, (c) transaction costs, (d) acquisition and divestment related gains and losses and (e) share-based compensation expense and (ii) adjusted tax effects from management adjustments. We define adjusted earnings per share (“Diluted Adjusted EPS”) as Adjusted Net Income divided by the weighted-average number of common shares issued and outstanding and the dilutive effect computed under the treasury stock method of potential common shares issued (RSUs awarded). Diluted Adjusted EPS, derived from Adjusted Net Income is a non-GAAP financial measure used by our management to provide additional perspective and insights when analyzing the core operating performance of the Company from period to period and trends in the Company’s historical operating results. Accordingly, we believe these measures provide useful information to investors in understanding and evaluating our operating results in the same manner as our management. Adjusted EBITDA and Adjusted EBITDA Margin should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. There are several limitations related to the use of Adjusted EBITDA and Adjusted EBITDA Margin as compared to the closest comparable GAAP measure. Some of these limitations are that this measure excludes: • depreciation and amortization, a non-cash expense, where the assets being depreciated and amortized may have to be replaced in the future, and this measure does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; • interest and other financial charges - net, or the cash requirements necessary to service interest or principal payments on our indebtedness, which reduces cash available to us; • provision for income taxes, which may represent a reduction in cash available to us; and • other income for certain non-cash items that are not reflective of our ongoing operational results Accordingly, investors should not place undue reliance on Adjusted EBITDA and Adjusted EBITDA Margin. Cash Conversion should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP such as net cash provided by operating activities or net income. Cash Conversion should not be considered as discretionary cash available to us to reinvest in our business, to service our indebtedness or to meet our obligations. There are several limitations related to the use of Cash Conversion as compared to the closest comparable GAAP measure. Some of these limitations are: • it does not reflect working capital movements, cash interest expense or cash taxes paid; • capital expenditures may vary significantly from period to period based on our investment cycle; and • it may not be comparable to similarly titled measures used by other companies. Accordingly, prospective investors should not place undue reliance on Cash Conversion. Diluted Adjusted EPS should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP such as GAAP diluted earnings per share (“Diluted EPS”). We have provided Diluted Adjusted EPS, as supplemental information and in addition to Diluted EPS which is calculated and presented in accordance with GAAP. Diluted Adjusted EPS is presented because management has evaluated the Company’s financial results both including and excluding the adjusted items and believes that Diluted Adjusted EPS provides additional perspective and insights when analyzing the core operating performance of the Company from period to period and trends in the Company’s historical operating results. The following table sets forth Adjusted EBITDA, Adjusted EBITDA Margin and Cash Conversion, which we use to evaluate our business, for the three months ended June 30, 2026 and 2025 and for the six months ended June 30, 2026 and 2025: Three Months Ended June 30, Six Months Ended June 30, ($ in millions, other than percentages) 2026 2025 2026 2025 Non-GAAP Financial Measures Adjusted EBITDA 172.3 144.1 294.8 258.1 Adjusted EBITDA margin 18.4 % 21.8 % 18.4 % 22.4 % Cash conversion 71.0 % 85.2 % 65.5 % 81.3 % 52 Table of Contents The following table reconciles Adjusted EBITDA, Adjusted EBITDA Margin and Cash Conversion from the most directly comparable GAAP metric, net income, for the periods presented: Three Months Ended June 30, Six Months Ended June 30, ($ in millions, other than percentages) 2026 2025 2026 2025 Net income (loss) (16.9) 62.4 (25.9) 97.4 Income tax expense 12.8 18.1 17.3 30.1 Interest expense and related financing costs - net 52.9 21.5 123.7 50.1 Other (income) expense - net (3.7) (0.9) (6.9) (1.5) Depreciation and amortization 40.1 37.0 78.3 72.1 Other non-cash items (a) 2.0 2.1 5.5 3.7 IPO and Public market readiness costs (b) 81.2 0.1 91.1 0.1 Transformation costs (c) 1.8 3.1 5.3 5.7 Transaction costs (d) 0.5 — 4.6 — Acquisition and divestment related gains (losses) - net (e) 0.5 0.7 0.7 0.4 Share-based compensation (f) 1.1 — 1.1 — Adjusted EBITDA 172.3 144.1 294.8 258.1 Adjusted EBITDA Margin 18.4% 21.8% 18.4% 22.4% Additions to property, plant, and equipment 46.5 16.7 94.1 39.4 Additions to intangible assets 3.5 4.6 7.5 8.8 Capital expenditures 50.0 21.3 101.6 48.2 Cash Conversion 71.0% 85.2% 65.5% 81.3% (a) Other non–cash items include amortization expenses of capitalized costs to obtain contracts. (b) IPO and Public market readiness costs include costs that the Company incurs to implement financial statements in US GAAP, including: implementing SOX-compliant internal controls, improving processes and organization required for public US markets, bonuses linked to successful public offering including long-term incentive plans, and legal and advisory fees related to INNIO’s IPO. During the six months ended June 30, 2026, the Company incurred the following costs: • Long-term incentive program 2023 $61.5 million • Costs related to financial statements in US GAAP $20.8 million • Advisory fees $4.1 million • Others $3.7 million • Legal fees $1.0 million (c) Transformation costs include costs in a given year incurred in relation to significant operational change initiatives and the ramp up of supply chain capacity. This includes the ramp up of our business transformation efforts to support our capacity expansion initiatives to strengthen internal manufacturing and supply chain foundations, supported by dedicated third–party expertise to accelerate the capacity uplift. Costs also include those associated with streamlining management structures, processes and operational performance. (d) Transaction costs include legal and professional fees related to our legal reorganization, as described in “—Organizational History,” and adapting INNIO’s financing structure. 53 Table of Contents (e) Acquisition and divestment related gains and losses incurred in connection with planned and completed acquisitions, including legal and professional fees. Contingent consideration arrangements (earn–outs) relate to specific acquisitions. (f) Share-based compensation represents RSUs awarded under the 2026 Incentive Award Plan. The following table reconciles Diluted Adjusted EPS from the most directly comparable GAAP metric, Diluted EPS, for the periods presented. Diluted Adjusted EPS is based on the Company’s 750,000,000 common shares issued and outstanding and the dilutive impact, computed under the treasury stock method, of 1,702,100 RSUs awarded for the three and six months ended June 30, 2026. 54 Table of Contents Three Months Ended June 30, Six Months Ended June 30, ($ in millions, other than share and per share amounts) 2026 2025 2026 2025 Total Adjusted Segment EBITDA 188.4 152.0 321.3 270.5 Unallocated corporate costs (HQ & other not included in Adjusted Segment EBITDA) (16.1 ) (7.9 ) (26.5 ) (12.4 ) Adjusted EBITDA 172.3 144.1 294.8 258.1 Acquisition and Divestment related gains (losses) - net (0.5 ) (0.7 ) (0.7 ) (0.4 ) Transaction costs (0.5 ) — (4.6 ) — Transformation costs (1.8 ) (3.1 ) (5.3 ) (5.7 ) IPO and Public market readiness costs (81.2 ) (0.1 ) (91.1 ) (0.1 ) Share-based compensation (1.1 ) — (1.1 ) — Management adjustments (85.1 ) (3.9 ) (102.8 ) (6.2 ) Other non-cash items (2.0 ) (2.1 ) (5.5 ) (3.7 ) Depreciation and amortization (40.1 ) (37.0 ) (78.3 ) (72.1 ) Other income (expense) - net 3.7 0.9 6.9 1.5 Interest expense and related financing costs - net (52.9 ) (21.5 ) (123.7 ) (50.1 ) Income tax expense (12.8 ) (18.1 ) (17.3 ) (30.1 ) Net income (loss) (16.9 ) 62.4 (25.9 ) 97.4 Diluted EPS (0.02 ) 0.08 (0.03 ) 0.13 Management adjustments 85.1 3.9 102.8 6.2 Adjusted tax effects (10.8 ) (0.9 ) (13.9 ) (1.4 ) Adjusted Net Income* 57.4 65.4 63.0 102.2 Diluted Adjusted EPS 0.08 0.09 0.08 0.14 Weighted-average number of shares outstanding on a diluted basis: 750,050,711 750,000,000 750,025,496 750,000,000 * Adjusted Net Income includes the effect of unrealized foreign currency revaluation gains/losses from external and internal USD loans in EUR functional currency entities. For the three months ended June 30, 2026 and 2025, these amounted to a $(11.9) million loss and $13.8 million gain, respectively, or an unfavorable variance of $(25.7) million. For the six months ended June 30, 2026, and 2025, these amounted to a $(35.4) million loss and $22.0 million gain, respectively, or an unfavorable variance of $(57.4) million. Liquidity and Capital Resources Since inception, we have financed operations primarily through cash generated from customer–related activities such as the selling of our equipment, services and solutions. As of June 30, 2026 we had $1,039.9 million of cash and cash equivalents. Our cash and cash equivalents consist of cash on hand, demand deposits and highly liquid investments with original maturities of three months or less. On June 5, 2026, we closed our IPO, which consisted of 103,500,000 common shares sold by our Principal Shareholder at a public offering price of $27.00 per common share, including the exercise in full of the underwriters’ option to purchase additional common shares. We did not receive any proceeds from the sale of common shares by the Principal Shareholder in the offering. We believe that existing cash and cash equivalents and positive cash flows from operations will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months. 55 Table of Contents Senior Facilities Agreement In October 2018, we entered into a senior facilities agreement with, amongst others, Bank of America Merrill Lynch International Limited, Bank of America, N.A., BNP Paribas Fortis S.A./N.V., Crédit Agricole Corporate and Investment Bank Deutschland, Niederlassung einer Französischen Société Anonyme, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Erste Group Bank AG, Landesbank Hessen–Thüringen Girozentrale, Jefferies Finance Europe, SCSP and UniCredit Bank Austria AG (the “SFA”). The SFA consisted of one euro–denominated term loan facility, one USD–denominated term loan facility, an RCF, and a guarantee facility. Also in October 2018, we entered into a second lien facility agreement with, amongst others, Bank of America Merrill Lynch International Limited, Bank of America, N.A., BNP Paribas Fortis S.A./N.V., Citigroup Global Markets Limited, Jefferies Finance Europe, SCSP and Deutsche Bank AG, London Branch. The second lien facility consisted of one euro–denominated term loan facility and one USD–denominated term loan facility. In February 2019 and June 2019, Erste Group Bank AG and Landesbank Hessen–Thüringen Girozentrale, respectively, made available for us two ancillary facilities under the RCF. In February 2022, we repaid the second lien facilities in full with the proceeds of a euro–denominated term loan facility upsize established under the SFA. In January 2024, we refinanced the outstanding term loan facilities under the SFA (the “2024 Refinancing”). The term loans were refinanced by way of additional facilities established under the SFA which mature in November 2028 and consist of Term Loan B – EUR and Term Loan B – USD with aggregate principal amounts of €1,100.0 million and $600.0 million, respectively, and bearing variable interest rates of EURIBOR+4.25% and SOFR+4.25%, respectively. The opening margins of 4.25% added to the base rates (EURIBOR and SOFR) are determined by reference to our Senior Secured Net Leverage Ratio (the “Performance Ratio”), which is the ratio of senior secured indebtedness incurred by us under the SFA (net of cash/cash equivalents of the Group) to our LTM Consolidated Pro Forma EBITDA. The applicable margin for each facility under the SFA is subject to reduction upon de–leveraging of the Performance Ratio in accordance with the margin ratchet provisions in the SFA. Additionally, as part of the 2024 Refinancing, the maturity of the RCF (with undrawn and available commitments thereunder being $140.0 million as at December 31, 2024) and the $120 million guarantee facility were extended to May 2028. The maturity of the ancillary facility with Landesbank Hessen–Thüringen Girozentrale (with undrawn and available amount thereunder being $45.0 million as at December 31, 2024) was also extended to May 2028. The maturity of the $40.0 million ancillary facility with Erste Group Bank AG (originally maturing in July 2024) is subject to extension on an annual basis. On July 12, 2024, we executed a repricing transaction for all facilities under the SFA, with the repricing effective as of July 16, 2024. Another repricing transaction, applicable only to Term Loan B – EUR and Term Loan B – USD, was executed on December 17, 2024, with an effective date of January 16, 2025. On October 10, 2025, we established Term Loan B2 – USD, a term loan facility, in the principal amount of $750.0 million maturing in November 2028, as an additional facility under the SFA. The borrowers under Term Loan B2 – USD are INNIO N.V. (previously INNIO Holding GmbH) (which utilized $23.3 million of Term Loan B2 – USD), INNIO Beteiligungs GmbH (which utilized $726.7 million of Term Loan B2 – USD) and INNIO Holding Inc. (previously INNIO North America Holding Inc.)(synthetic co–borrower only). Effective as of November 28, 2025, we increased and redenominated the guarantee facility from $120.0 million to €250.0 million. As a result of the above mentioned refinancing and upsizing transactions, as of December 31, 2025, our facilities under the SFA comprised (i) three term loan B tranches maturing in November 2028 (the €1,100.0 million Term Loan B – EUR, $589.5 million Term Loan B – USD and $750.0 million Term Loan B2 – USD), (ii) €250.0 million guarantee facility maturing in May 2028, and (iii) $225 million RCF (comprising of $140.0 million RCF (undrawn) maturing in May 2028, $45.0 million ancillary facility with Landesbank Hessen–Thüringen Girozentrale (undrawn) maturing in May 2028, as well as a $40.0 million ancillary facility with Erste Group Bank AG ($15.3 million from the ancillary facility line as of December 31, 2025 was temporarily designated to our supplier finance program and the remaining part of the ancillary facility was undrawn), maturing in July 2026 (subject to annual extension)). 56 Table of Contents In February 2026, we executed an amend and extend transaction for our Term Loan B facilities (the “2026 Extension”). This transaction extended the maturity of the €1,100.0 million Term Loan B – EUR from November 2028 to November 2031, with INNIO Group Holding GmbH remaining as the borrower. As part of the transaction, the two USD–denominated term loan facilities, totaling $589.5 million and $750 million, were consolidated into a single $1,339.5 million facility (the “Consolidated Term Loan B – USD”), with the maturity also extended from November 2028 to November 2031. The borrowers under the Consolidated Term Loan B – USD are INNIO Holding Inc. (previously INNIO North America Holding Inc.), INNIO N.V. (previously INNIO Holding GmbH), and INNIO Beteiligungs GmbH. Additionally, the 2026 Extension resulted in a repricing of the variable interest rate for Term Loan B – EUR at EURIBOR+2.50%, and SOFR+2.00% for the Consolidated Term Loan B – USD. The opening margins of 2.50% and 2.00% added to the base rates (EURIBOR and SOFR, respectively) are determined by reference to the Performance Ratio and subject to reduction upon de–leveraging of the Performance Ratio in accordance with the revised margin ratchet provisions in the SFA. Upon the occurrence of the IPO, the margin (at each level of the margin ratchet) applicable to the Term Loan B facilities and the RCF was reduced by 0.50% per annum (subject to a minimum floor of 1.75% applicable to Consolidated Term Loan B – USD only). As of June 30, 2026, €1,100.0 million and $1,336.2 million, respectively, were outstanding under the Term Loan B facilities. In June 2026, we executed an amend and extend transaction for our $225 million RCF and the €250 million guarantee facility. The RCF was increased and redenominated from $225.0 million (comprising of $140.0 million RCF, $45.0 million ancillary facility with Landesbank Hessen-Thüringen Girozentrale, as well as a $40.0 million ancillary facility with Erste Group Bank AG) to €300.0 million (comprising of €210.0 million RCF (undrawn as of June 30, 2026), €50.0 million ancillary facility with Landesbank Hessen-Thüringen Girozentrale (undrawn as of June 30, 2026), as well as a €40.0 million ancillary facility with Erste Group Bank AG ($36.5 million from the ancillary facility line as of June 30, 2026 is temporarily designated to our supplier finance program and the remaining part of the ancillary facility was undrawn)). As part of the transaction, the maturity of the €250.0 million guarantee facility, the €210.0 million RCF and the €50.0 million ancillary facility with Landesbank Hessen-Thüringen Girozentrale was extended from May 2028 to May 2031. Separately in June 2026, the maturity of the €40.0 million ancillary facility with Erste Group Bank AG was extended from July 2026 to July 2027 (subject to annual extension). The SFA includes various undertakings and restrictive covenants, including compliance with a financial covenant (by reference to a maximum Performance Ratio), as well as certain restrictions on our ability to, among other things, incur additional indebtedness, pay dividends and make certain loans, investments and asset dispositions as well as certain events of default and mandatory prepayment obligations. Our IPO triggered the disapplication of certain covenants and undertakings in accordance with the terms of the SFA, such as (amongst others) the covenants restricting debt incurrence, payment of dividends, making of loans and investments, asset dispositions, affiliate transactions and mergers of guarantors. Whilst the limited recourse security granted by AI Alpine (Luxembourg) S.à r.l over its shares in INNIO N.V., and the intercompany receivables owed to it from INNIO N.V., was released to facilitate the IPO, the facilities under the SFA continue to benefit from security over, amongst other things, the shares in INNIO Beteiligungs GmbH and certain material companies in the Group and guarantees from INNIO N.V., INNIO Beteiligungs GmbH and such material companies in the Group, which have remained in place following the IPO. Canadian Facility On September 25, 2025, we entered into a credit agreement with National Bank of Canada, which provides a term loan facility (the “Term Facility”) with an aggregate principal amount of $35.2 million (CAD $49 million) on a secured basis. The Term Facility was used to purchase the land and building in Welland, Canada that was previously accounted for as a failed sale–and–leaseback liability related to our production site in Welland, Canada. Refer to Notes 20 and 27 to our annual audited consolidated financial statements for the fiscal year ended December 31, 2025, as disclosed in the Prospectus and Note 26 to our unaudited consolidated financial statements for the three and six months ended June 30, 2026. The Term Facility is jointly and severally guaranteed by the general partner of the subsidiary that issued the debt. The guarantees are limited to 25% of the Term Facility commitment amount, or CAD $12.3 million, which is reducible to 10%, or CAD $4.9 million after one year, subject to no event of default and at the lender’s discretion. 57 Table of Contents The Term Facility matures on September 25, 2030 and bears variable interest at an adjusted term CORRA rate or an adjusted daily compounded CORRA rate, plus a margin of 1.36%, and subject to installment payments of principal and interest. As of June 30, 2026, $34.0 million was outstanding under the Term Facility. Factoring Agreements We utilize a trade receivables factoring program to enhance liquidity. Transfers of receivables under this program are accounted for as sales when we surrender control of the receivables. The accounts receivable sold are derecognized and excluded from accounts receivable – net, in our consolidated statements of financial position, and the related cash proceeds are classified as operating activities in the consolidated statements of cash flows. Gains or losses resulting from factoring transactions accounted for as sales are recorded in selling, general and administrative expenses in the consolidated statements of operations. Assets obtained and liabilities incurred in connection with these sales are initially measured at fair value and recognized on the consolidated statement of financial position. As of June 30, 2026 and December 31, 2025, we derecognized accounts receivable of $180.4 million and $175.2 million in connection with our receivables factoring program that is accounted for as a sale. The net cash proceeds received from these transfers for the six months ended June 30, 2026 totaled $179.5 million and $173.6 million for the year ended December 31, 2025. The factoring fees on receivables sold under the factoring program for the six months ended June 30, 2026 and 2025 amounted to $0.9 million and $0.7 million, respectively. Guarantees We have provided various guarantees to customers in connection with prepayments and performance guarantees. As of December 31, 2025, we had a guarantee facility under the SFA in the amount of €250.0 million and two surety bond agreements (“Kautionsversicherungsvertrag”) with SWISS RE and Allianz Trade Deutschland in the amount of €15.0 million each. The total balance of guarantees issued by banks and insurance companies as of December 31, 2025 stood at $123.0 million (including both advance payment guarantees and performance/warranty guarantees). As of June 30, 2026, the total balance of guarantees issued by banks and insurance companies amounted to $185.4 million. For the year ended December 31, 2025, no guarantees were called and no liquidated damages were paid. Cash Flows The following is a summary of our cash flows for the periods presented: Six Months Ended June 30, ($ in millions) 2026 2025 Net cash provided by operating activities 443.6 90.6 Net cash used for investing activities (101.3 ) (45.9 ) Net cash provided by financing activities 17.5 45.3 Operating Activities Cash provided by operating activities increased by $353.0 million, or 390%, to $443.6 million for the six months ended June 30, 2026 as compared to $90.6 million for the six months ended June 30, 2025. The increase was due to a favorable increment in customer pre-payments as a function of our continued growing Equipment Order Intake and our robust operational performance. As a result, we were able to sustain our production volume expansion through an increase in inventory. The increase in inventory was in line with expected needs to fulfill sales from Equipment Order Intake booked in the year ended December 31, 2025 and backlog conversion from Equipment Order Intake booked in the six months ended June 30, 2026. 58 Table of Contents Investing Activities Cash used for investing activities increased by $55.4 million, or 121%, to $101.3 million for the six months ended June 30, 2026 as compared to a use of $45.9 million for the six months ended June 30, 2025. This increase was primarily due to our ongoing investment in capacity, mainly machinery and suppliers’ asset expansion, to support our sales backlog and expected future growth. Financing Activities Cash provided by financing activities decreased by $27.8 million, or 61%, to $17.5 million for the six months ended June 30, 2026 as compared to $45.3 million for the six months ended June 30, 2025. The decrease was primarily due to lower proceeds from supplier finance programs because, for the six months ended June 30, 2026, these programs had already been better optimized compared to the six months ended June 30, 2025 when production ramp up started to take place. Instead, cash proceeds due to an increase in suppliers’ needs favored operating activities, resulting in an increase in accounts payable for the six months ended June 30, 2026. Additionally, the decrease in cash provided by financing activities was due to financing costs of $6.6 million related to our February 2026 debt refinancing and June 2026 revolving credit facility and guarantee facility extension fees partially offset by proceeds from non-controlling contributions of $3.3 million. Contractual Obligations and Commitments As of June 30, 2026, we have entered into firm commitments totaling $259.9 million for property, plant and equipment, primarily focused on expanding our production capacity and upgrading critical infrastructure to support our growth. Additionally, we have allocated $32.1 million towards intangible assets, with the majority directed at software investments and licenses. Critical Accounting Policies and Estimates Our consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report are prepared in accordance with GAAP. The preparation of our consolidated financial statements in accordance with U.S. GAAP requires us to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the period presented. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows could be affected. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” and Note 1 on “Operations and summary of significant accounting policies” to the audited consolidated financial statements included in the Prospectus for additional discussion of accounting policies and critical accounting estimates. Except as described in Note 1 – Operations and summary of significant accounting policies to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10–Q, there have been no material changes to our critical accounting policies and estimates as compared to those described in our annual audited consolidated financial statements, related notes and significant accounting policies for the fiscal year ended December 31, 2025, as disclosed in the “Prospectus”. Recent Accounting Pronouncements See Note 1 – Operations and summary of significant accounting policies to our consolidated financial statements included elsewhere in this Quarterly Report for more information.