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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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INNOVATE Corp. (Name of Issuer) |
Common Stock, par value $.001 per share (Title of Class of Securities) |
(CUSIP Number) |
Paul Voigt c/o INNOVATE Corp., 295 Madison Avenue, 12th Floor New York, NY, 10017 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/06/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Voigt Paul | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,031,295.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Reflects, in total, 731,295 shares of Common Stock and 300,000 shares issuable upon exercise of stock options: (a) 698,758 shares held directly by Paul Voigt, consisting of 547,746 shares received as compensation (95,322 shares vested October 29, 2024; 142,857 shares vested October 29, 2024; 115,413 shares vested August 6, 2026 (net of 60,643 shares withheld to satisfy taxes payable in connection with the vesting of restricted stock); and 133,511 shares granted August 11, 2026, unvested until August 11, 2027) and 211,655 shares purchased for investment (174,742 shares in open-market purchases and 36,913 shares in a rights offering conducted by the Issuer); (b) 25,000 shares held by the Trust, purchased in the open market on November 19, 2024; and (c) 7,537 shares held by the LLC, purchased in a rights offering conducted by the Issuer. Mr. Voigt also holds options to purchase 300,000 shares of Common Stock, all of which are exercisable within 60 days and so are included pursuant to Rule 13d-3(d)(1)(i).
Percentages are based on 13,641,866 shares of Common Stock outstanding as of June 30, 2026, as reported in the Issuer's prospectus supplement filed with the Securities and Exchange Commission on August 10, 2026, plus 300,000 shares issuable to Mr. Voigt upon exercise of the options described in Note 1 above (13,941,866 shares total), consistent with Rule 13d-3(d)(1)(i)
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Paul K. Voigt Rev Trust, Paul K. Voigt TTE U/A DTD 11/20/2008 By Paul K. Voigt | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
25,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Reflects, in total, 731,295 shares of Common Stock and 300,000 shares issuable upon exercise of stock options: (a) 698,758 shares held directly by Paul Voigt, consisting of 547,746 shares received as compensation (95,322 shares vested October 29, 2024; 142,857 shares vested October 29, 2024; 115,413 shares vested August 6, 2026 (net of 60,643 shares withheld to satisfy taxes payable in connection with the vesting of restricted stock); and 133,511 shares granted August 11, 2026, unvested until August 11, 2027) and 211,655 shares purchased for investment (174,742 shares in open-market purchases and 36,913 shares in a rights offering conducted by the Issuer); (b) 25,000 shares held by the Trust, purchased in the open market on November 19, 2024; and (c) 7,537 shares held by the LLC, purchased in a rights offering conducted by the Issuer. Mr. Voigt also holds options to purchase 300,000 shares of Common Stock, all of which are exercisable within 60 days and so are included pursuant to Rule 13d-3(d)(1)(i).
Percentages are based on 13,641,866 shares of Common Stock outstanding as of June 30, 2026, as reported in the Issuer's prospectus supplement filed with the Securities and Exchange Commission on August 10, 2026, plus 300,000 shares issuable to Mr. Voigt upon exercise of the options described in Note 1 above (13,941,866 shares total), consistent with Rule 13d-3(d)(1)(i)
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Jessie Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,537.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Reflects, in total, 731,295 shares of Common Stock and 300,000 shares issuable upon exercise of stock options: (a) 698,758 shares held directly by Paul Voigt, consisting of 547,746 shares received as compensation (95,322 shares vested October 29, 2024; 142,857 shares vested October 29, 2024; 115,413 shares vested August 6, 2026 (net of 60,643 shares withheld to satisfy taxes payable in connection with the vesting of restricted stock); and 133,511 shares granted August 11, 2026, unvested until August 11, 2027) and 211,655 shares purchased for investment (174,742 shares in open-market purchases and 36,913 shares in a rights offering conducted by the Issuer); (b) 25,000 shares held by the Trust, purchased in the open market on November 19, 2024; and (c) 7,537 shares held by the LLC, purchased in a rights offering conducted by the Issuer. Mr. Voigt also holds options to purchase 300,000 shares of Common Stock, all of which are exercisable within 60 days and so are included pursuant to Rule 13d-3(d)(1)(i).
Percentages are based on 13,641,866 shares of Common Stock outstanding as of June 30, 2026, as reported in the Issuer's prospectus supplement filed with the Securities and Exchange Commission on August 10, 2026, plus 300,000 shares issuable to Mr. Voigt upon exercise of the options described in Note 1 above (13,941,866 shares total), consistent with Rule 13d-3(d)(1)(i)
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $.001 per share | |
| (b) | Name of Issuer:
INNOVATE Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
295 MADISON AVENUE, 12TH FLOOR, NEW YORK,
NEW YORK
, 10017. | |
Item 1 Comment:
This Statement on Schedule 13D (this "Statement") relates to the Common Stock, par value $0.001 per share (the "Common Stock"), of INNOVATE Corp., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 295 Madison Avenue, 12th Floor, New York, New York 10017. | ||
| Item 2. | Identity and Background | |
| (a) | 1. Paul Voigt
2. Paul K Voigt Rev Trust, Paul K Voigt TTE U/A DTD 11/20/2008 By Paul K Voigt
3. Jessie Holdings LLC | |
| (b) | 295 Madison Avenue, 12th Floor
New York, NY 10017 | |
| (c) | Mr. Voigt's present principal occupation is Interim Chief Executive Officer of the Issuer. Mr. Voigt is the Trustee of the Trust and the Manager of the LLC, and in each such capacity has sole voting and investment control over the shares of Common Stock held by the Trust and by the LLC, respectively. The Trust is organized in the State of New York. The LLC is organized in the State of Delaware. Mr. Voigt is a citizen of the United States. | |
| (d) | During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) | |
| (e) | During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | 1. United States
2. New York
3. Delaware | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
(a) 787,103 shares and shares underlying options, all held directly by Mr. Voigt, were received as compensation for his service as an executive officer of the Issuer, for no cash consideration, pursuant to the Issuer's equity incentive plan.
(b) 244,192 shares, consisting of shares purchased directly by Mr. Voigt in the open market and in a rights offering conducted by the Issuer, shares purchased in the open market and held through the Trust, and shares purchased in the rights offering and held through the LLC, were acquired using the personal funds of the applicable Reporting Person.
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| Item 4. | Purpose of Transaction | |
The shares and options described in Item 3(a) above were acquired by Mr. Voigt in connection with, and as compensation for, his service as an executive officer of the Issuer. The shares described in Item 3(b) above were acquired by the applicable Reporting Person for investment purposes, based on that Reporting Person's belief that the Common Stock represented an attractive investment. None of the acquisitions described in this Statement were made for the purpose of, or with the effect of, changing or influencing control of the Issuer. Except as set forth in this Statement, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions or events described in Items 4(a) through (j) of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, consistent with Mr. Voigt's position as an executive officer of the Issuer, may from time to time formulate plans or proposals with respect to the Issuer, and reserve the right to change their intentions with respect to any of the matters described in this Item 4. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 1. Paul Voigt, 1,031,295 shares of common stock (includes 300,000 shares subject to right to acquire), 7.40%
2. Paul K Voigt Rev Trust, 25,000 shares of common stock, .18%
3. Jessie Holdings LLC, 7,537 shares of common stock, .05% | |
| (b) | Mr. Voigt has sole power to sole power to vote or to direct the vote of, and sole power to dispose or to direct the disposition of 998,758 shares of Common Stock. Mr. Voigt and the Trust share the power to vote or to direct the vote of, and share the power to dispose or to direct the disposition of, 25,000 shares of Common Stock. Mr. Voigt and the LLC share the power to vote or to direct the vote of, and share the power to dispose or to direct the disposition of, 7,537 shares of Common Stock. | |
| (c) | On August 12, 2026, the Issuer withheld 60,643 shares of Common Stock to satisfy taxes payable in connection with the vesting of previously awarded restricted stock at the weighted average price of $7.6209 per share. Except for the transactions described in this Statement, the Reporting Person has not effected any other transactions in the Common Stock during the past 60 days. | |
| (d) | To the knowledge of the Reporting Persons, no person other than the applicable Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported in this Item 5. | |
| (e) | Not applicable | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The shares and options described in Item 3(a) and itemized in Item 5 above were granted to Mr. Voigt under the Issuer's Second Amended and Restated 2014 Omnibus Equity Award Plan pursuant to Mr. Voigt's employment agreement with the Issuer dated October 6, 2023.
Mr. Voigt is the Trustee of the Trust and, in that capacity, has sole voting and investment control over the shares of Common Stock held by the Trust. Mr. Voigt is also the Manager of the LLC and, in that capacity, has sole voting and investment control over the shares of Common Stock held by the LLC.
The Reporting Persons have entered into a Joint Filing Agreement, filed as Exhibit 1 to this Statement, pursuant to which the Reporting Persons have agreed to file this Statement jointly in accordance with Rule 13d-1(k)(1) under the Exchange Act.
None of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Joint Filing Agreement, dated as of August 14, 2026, among Paul Voigt, Paul K. Voigt Rev Trust and Jessie Holdings LLC | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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