What changed in this filing

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Item 1. Business

2026-02-20 compared with 2025-02-20 · 38 added, 46 removed, 132 unchanged (39% of the section changed)

Inseego Corp.

is a leader in the design and development of cloud-managed wireless wide area network (“WAN”) and intelligent edge solutions.

Inseego is a leader in the design and development of cloud-managed wireless wide area network (“WAN”) and intelligent edge solutions.

Our 5G WAN portfolio is comprised of secure and high-performance mobile broadband and fixed wireless access (“FWA”) solutions with associated cloud solutions for real time WAN visibility, monitoring, automation and control with centralized orchestration of network functions.

These devices are specifically built for the carrier, enterprise and small and medium business (“SMB”) market segments with a focus on performance, scalability, quality and enterprise grade security.

We also provide a wireless subscriber management SaaS solution for carrier’s management of their government and complex enterprise customer subscriptions.

Our 5G products and associated cloud solutions are designed and developed in the U.S.

and are used in mission-critical applications requiring the highest levels of security and zero unscheduled downtime.

We also provide a Communication Service Provider (“CSP”) subscriber lifecycle management SaaS solution for carriers’ management of their government and complex enterprise customer subscriptions.

Our 5G products and associated cloud solutions are designed in the U.S.

and are used in networks where internet reliability and security is of the utmost importance.

These products support applications such as business broadband for both mobile and fixed use cases, enterprise networking and software-defined wide area network (“SD-WAN”) failover management.

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Recent Developments

Divestiture of Telematics Business

On September 16, 2024, the Company and its subsidiary Inseego SA (Pty) Ltd (“Seller”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with Light Sabre SPV Limited (which subsequently novated its benefits and obligations under the Purchase Agreement to Ctrack Holdings (the “Purchaser”)), pursuant to which Inseego agreed to sell to the Purchaser the entire issued share capital of the Company’s Inseego International Holdings Limited subsidiary in exchange for approximately $52 million in cash, subject to certain adjustments.

Upon completion of the sale, which occurred on November 27, 2024, the Purchaser acquired the Company’s telematics solutions business (the “Telematics Business”), which had operations in the United Kingdom, the European Union, Australia and New Zealand.

The Company’s decision to divest its Telematics Business was based on a review of the strategic fit of the business with the Company’s North American-centric 5G wireless solutions business and the Company’s previously stated goal to continue to significantly de-leverage its capital structure.

The sale of the Telematics Business further supports the Company’s streamlining of its focus and resources on what it believes to be the strongest growth opportunities around its core product offerings.

The assets and liabilities associated with the Telematics Business disposal group prior to its sale have been classified as held for sale within the Consolidated Balance Sheets and the results of operations and cash flows related to the divested Telematics Business have been classified as discontinued operations within the Consolidated Statements of Operations and Comprehensive Income and Consolidated Statements of Cash Flows for all periods presented within the consolidated financial statements included in Part IV, Item 15 of this Form 10-K.

All discussion below relates to the Company’s continuing operations only, which excludes any results related to the divested Telematics Business, unless noted otherwise.

Repurchase of Preferred Stock

On January 14, 2026 (the “Closing Date’), the Company entered into an Exchange Agreement (the “Exchange Agreement”) with an affiliate of Mubadala Capital (the “Holder”), which held all 25,000 outstanding shares of the Company’s Fixed-Rate Cumulative Perpetual Preferred Stock, Series E (the “Preferred Stock”).

Pursuant to the Exchange Agreement, on the Closing Date all of the outstanding shares of Preferred Stock, which had a liquidation value of $42 million as of December 31, 2025, were surrendered and forfeited by the Holder in exchange for the following consideration, having an aggregate value of approximately $26 million and representing a discount of approximately 38% to the liquidation value:

(i) $10 million in cash, one-third of which was paid on the Closing Date and the balance of which will be paid in two equal installments on the six and twelve month anniversaries of the Closing Date;

(ii) 767,165 shares of the Company’s common stock (the “Common Shares”), and (iii) $8 million in additional principal amount of the Company’s existing 2029 Senior Secured Notes.

The Common Shares and the 2029 Senior Secured Notes were issued to the Holder on the Closing Date.

The Exchange Agreement provides the Holder with customary registration rights with respect to the Common Shares, pursuant to which, among other things, the Company agreed to file a registration statement with the Securities and Exchange Commission within six months following the Closing Date.

Industry Trends

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The scale and pace of innovation in mobile networks, especially around broadband speeds and network capacity, is expanding the market beyond traditional wireless which was predominantly focused on smartphones.

The new capabilities of 5G technology and additional capacity provided by mid-band spectrum auctions is allowing mobile operators to enter the home and business broadband markets.

The new capabilities of 5G technology and additional capacity provided by spectrum auctions is allowing mobile operators to enter the home and business broadband markets.

These network enhancements allow enterprise and SMB customers to enable a multitude of business applications to their distributed sites and employees in an economical way.

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• Keep enhancing our 5G WWAN devices portfolio by leveraging our core mobile technologies and platforms.

We intend to keep enhancing our 5G WWAN portfolio in partnership with our key carrier customers to bring the latest 5G capabilities to the enterprise and SMB market segments.

We intend to keep enhancing our 5G WWAN portfolio in partnership with our key customers to bring the latest 5G capabilities to the enterprise and SMB market segments.

• Expand our go-to-market to enterprise and SMB customers.

We will continue to enhance our routes to market through mobile operators, channel partners, system integrators and OEM partners who sell into these market segments.

We will continue to enhance our routes to market through mobile operators, multiple system operators, channel partners, and OEM partners who sell into these market segments.

• Improve SaaS solution penetration .

We are focused on continuing to improve our recurring subscription revenue by providing value added capabilities to our customers through the cloud solutions that we develop.

◦ Our cloud management solution (Inseego Connect) manages all of the 4G and 5G gateways and routers deployed at distributed locations with a single pane of glass for ease of deployment and monitoring of all the connections.

◦ Our wireless subscriber management solution (Inseego Subscribe) is specifically built for carrier servicing of government and enterprise customers and is currently deployed in North America with a large carrier with several million end users.

◦ Our cloud management solution (Inseego Connect) manages all of our mobile hotspots, gateways and routers deployed at distributed locations with a single pane of glass for ease of deployment and monitoring of all the connections.

◦ Our wireless subscriber lifecycle management solution (Inseego Subscribe) is specifically built for carrier servicing of government and enterprise customers and is currently deployed in North America with a large carrier with several million end users.

We provide a portfolio of high performance 5G WAN products as well as cloud solutions for the enterprise and SMB market segments.

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These solutions include “MiFi" ™ hotspots, routers, and gateways for a wide variety of end user deployments.

We also offer a cloud solution used for managing edge devices including security, status, configuration and software used at all of a customer’s locations.

We also provide a wireless subscriber management solution that is used to manage a carrier’s government and complex enterprise customer subscriptions.

We offer a cloud solution used for managing edge devices including security, status, configuration and software used at all of a customer’s locations.

We also provide a CSP subscriber lifecycle management solution that is used to manage a carrier’s government and complex enterprise customer subscriptions.

Our products currently operate on all major cellular networks in the US.

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We classify our revenues from the sale of our products and services into two categories:

Product Revenue, which consists of our Mobile Solutions and Fixed Wireless Access Solutions, and Services and Other.

Product Revenue, which consists of our Mobile Solutions and Fixed Wireless Access Solutions, and Software Services and Other.

Mobile Solutions

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In the 2000s, Inseego invented mobile hotspots sold under the MiFi ™ brand.

During the 2010s, Inseego was a leader in the 4G mobile MiFi ™ market—delivering the highest 4G mobile hotspot performance in the market.

In 2019, Inseego developed and produced the world’s first 5G mobile hotspot and in 2025 we plan to introduce our new generation using the Qualcomm SDX72 chipset.

During the 2010s, Inseego was a leader in the 4G mobile MiFi ™ market—delivering the highest 4G mobile

hotspot performance in the market.

In 2019, Inseego developed and produced the world’s first 5G mobile hotspot and in early 2026 we plan to introduce our new generation using the Qualcomm SDX72 chipset.

Our MiFi customer base is primarily comprised of mobile operators.

These mobile operators include Verizon Wireless, T-Mobile and U.S.

Cellular in the United States, Rogers and Telus in Canada, as well as other international wireless operators, distributors and various companies in other vertical markets and geographies.

Our mobile broadband devices, sold under the MiFi brand, are actively used by millions of end users to provide secure and convenient high-speed access to corporate, public and personal information through the Internet and enterprise networks.

Our mobile portfolio is supported by our cloud offering, Inseego Connect for device management, whose revenues are included in Services and Other below.

Our Mobile Solutions customer base is primarily comprised of mobile operators.

These mobile operators include Verizon Wireless, T-Mobile and U.S.

Cellular in the United States, Rogers and Telus in Canada, and various companies in other vertical markets.

Our mobile portfolio is supported by our cloud offering, Inseego Connect for device management, whose revenues are included in Software Services and Other below.

Fixed Wireless Access Solutions

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The portfolio consists of indoor, outdoor and industrial routers and gateways supported by our cloud offering – Inseego Connect – for device management.

Revenues related to our cloud offerings of Inseego Connect are included within Services and Other below.

These devices, sold under the Wavemaker brands, are sold by mobile operators such as T-Mobile, U.S.

Cellular and Verizon Wireless along with distribution and channel partners.

Services and Other

A substantial majority of our Services and Other revenue comes from providing a SaaS wireless subscriber management solution (Inseego Subscribe) for carrier’s management of their government and complex enterprise customer subscriptions.

Services and Other revenue also includes the Company’s above mentioned Inseego Connect offering.

We also categorize non-recurring engineering services we provide to our customers as Service and Other revenue.

Revenues related to our cloud offerings of Inseego Connect are included within Software Services and Other below.

These devices, sold under the Wavemaker brand, are sold by mobile operators such as T-Mobile, Verizon Wireless, and AT&T along with distribution and channel partners.

Software Services and Other

A substantial majority of our software services and other revenue comes from providing a SaaS CSP wireless subscriber lifecycle management solution (“Inseego Subscribe”) for carrier’s management of their government and complex enterprise customer subscriptions.

Software services and other revenue also includes the Company’s above mentioned Inseego Connect offering.

We also categorize non-recurring engineering services we provide to our customers as software services and other revenue.

Sales and Marketing

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Our current competitors include:

• Mobile broadband – Companies such as Netgear, Franklin Wireless, TCL and ZTE

• Fixed wireless access – Companies such as Nokia, Cradlepoint, ZTE, Huawei and Cisco

• Mobile broadband – Companies such as Netgear, Franklin Wireless, TCL, ZTE, Orbic, and Sonim

• Fixed wireless access – Companies such as Nokia, Ericsson Wireless Solutions, ZTE, Peplink, Teltonika and Cisco

As the market for our products and services expands, other entrants may seek to compete with us either directly or indirectly.

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Our research and development efforts are focused on developing innovative 5G mobile broadband and fixed wireless access solutions that includes mobile hotspots, gateways and routers.

We also develop associated cloud management and enterprise networking cloud solutions to provide an end-to-end solution to our customers, including for our subscriber management platform.

We also develop associated cloud management and enterprise networking cloud solutions to provide an end-to-end solution to our customers, including for our subscriber lifecycle management platform.

We will continue to improve the functionality, design and performance of our current products and solutions.

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Our solutions rely on and benefit from our portfolio of intellectual property, including patents and trademarks.

We currently own 45 patents and have 1 patent application pending.

The patents that we currently own will expire at various times between 2026 and 2042.

We, along with our subsidiaries, also hold a number of trademarks or registered trademarks including “Inseego,” “Inseego Subscribe,” “Inseego Manage,” “Inseego Secure,” “Inseego Vision,” the Inseego logo, “MiFi,” “MiFi Intelligent Mobile Hotspot,” “Wavemaker” and “Skyus.”

We currently own 45 patents, which expire at various times between 2026 and 2042.

We, along with our subsidiaries, also hold a number of trademarks or registered trademarks including “Inseego”, “Inseego Subscribe”, “Inseego Manage”, “Inseego Secure”, “Inseego Vision”, the Inseego logo, “MiFi”, “MiFi Intelligent Mobile Hotspot”, ”Wavemaker”, “Clarity”, and “Skyus.”

Key Partners and Customers

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Customers for our products include transportation companies, industrial companies, governmental agencies, manufacturers, mobile operators, system integrators, distributors, and enterprises in various industries, including finance, accounting, legal, insurance, energy and industrial automation, security and safety, medical monitoring and government.

Our customers for our 5G products include Verizon Wireless, T-Mobile, EnerNOC, Thermo Fisher Scientific, US Army and Fastenal, amongst others.

Our customers for our 5G products include mobile operators such as Verizon Wireless, T-Mobile, AT&T TD Synnex, Get Wireless, and Fastental , amongst others.

Customers for our device management solutions include mobile operators such as T-Mobile.

A significant portion of our revenue during the year ended December 31, 2025 came from two customers, Verizon and T-Mobile, which together represented approximately 89% of our total revenues for the year ended December 31, 2025.

It is our intention to diversify our customer base.

We intend to continue diversifying our customer base, a recent example of which is the inclusion of our FX4200 5G FWA device in AT&T Business’s device offerings.

Manufacturing and Operations

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Under our manufacturing agreements, such contract manufacturers provide us with services including component procurement, product manufacturing, final assembly, testing, quality control and fulfillment.

These contract manufacturers are located in Asia and are able to produce our products using modern state-of-the-art equipment and facilities with relatively low-cost labor.

These contract manufacturers are primarily located in Asia and are able to produce our products using modern state-of-the-art equipment and facilities with relatively low-cost labor.

We outsource our manufacturing in order to:

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We develop and control the software that goes on our devices.

At December 31, 2024, we had 218 employees, all of whom were full-time employees.

At December 31, 2025, we had 275 employees, 266 of whom were full-time employees.

We also use the services of consultants and temporary workers from time to time.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business