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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):July 23, 2023

(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
222 Lakeview Avenue, Suite 1660
West Palm Beach, FL
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 
(212) 235-2691
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.001 per shareVATENew York Stock Exchange
Preferred Stock Purchase Rights
N/ANew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 23, 2023, Suzi Herbst, the Company’s Chief Operating Officer, was named Interim Chief Executive Officer, effective immediately following the unexpected death of Wayne Barr, the Company's President, Chief Executive Officer and Director.

Item 8.01    Other Events.

On July 23, 2023, the Company issued a press release with respect to the passing of Wayne Barr, President, Chief Executive Officer and Director. A copy of the release is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
Exhibit No.Description
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 23, 2023
INNOVATE Corp. (Registrant)
By:/s/ Michael J. Sena
Name: Michael J. Sena
Title: Chief Financial Officer

Exhibit 99.1

INNOVATE Corp. Announces the Untimely Passing of CEO Wayne Barr

NEW YORK, July 23, 2023 – INNOVATE Corp. (NYSE: VATE) (“INNOVATE” or the “Company”) today announced that Wayne Barr, President, Chief Executive Officer and Director, passed away unexpectedly on July 22, 2023. The Board has appointed Chief Operating Officer Suzi Herbst as Interim Chief Executive Officer.

Avram Glazer, Chairman of the Board of Directors, said, “It is with great sadness that we announce the passing of Wayne Barr. Wayne was an outstanding colleague and friend, and he will be greatly missed. On behalf of all of INNOVATE’s employees and the Board of Directors, I extend our deepest sympathies to the entire Barr family.”

Glazer continued, “With Wayne’s passing, INNOVATE has suffered a great loss. However, the Board is confident that Suzi Herbst, INNOVATE’s Chief Operating Officer who will be acting as interim CEO, and the rest of the INNOVATE management team, will continue to lead INNOVATE forward and capitalize on the opportunities that Wayne created."

About INNOVATE Corp.
INNOVATE Corp., is a portfolio of best-in-class assets in three key areas of the new economy – Infrastructure, Life Sciences and Spectrum. Dedicated to stakeholder capitalism, INNOVATE employs approximately 3,800 people across its subsidiaries. For more information, please visit: www.INNOVATECorp.com.

Media Contact:
Paul Caminiti/Pam Greene/Luc Herbowy
(212) 433-4600

Investor Contact:
Solebury Strategic Communications
Anthony Rozmus
(212) 235-2691