What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-20 compared with 2025-02-20 · 103 added, 97 removed, 200 unchanged (50% of the section changed)

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Risk Factors” and under the caption “Factors Which May Influence Future Results of Operations” below.

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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As of December 31, 2024, the Company’s Chief Operating Decision Maker (“CODM”) was its Executive Chairman.

The Company’s Executive Chairman left the Company in February 2025, at which point, the Company’s CODM became its Chief Executive Officer.

The Company’s Executive Chairman left the Company in February 2025, at which point the Company’s CODM became its Chief Executive Officer (“CEO”).

Neither of these CODMs manage any part of the Company separately, and the allocation of resources and assessment of performance is based solely on the Company’s consolidated operations and financial results.

As such, our operations constitute a single operating segment and one reportable segment.

Recent Developments

Divestiture of Telematics Business

As previously noted in Part I.

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.

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

The Purchase Agreement provided for a working capital adjustment, which was determined in December 2024 and funded in January 2025, resulting in an increase to the initial purchase consideration of $0.7 million as a result of changes in closing working capital and net debt.

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 the strongest growth opportunities around its core product offerings.

The results of operations related to the divested Telematics Business have been classified as discontinued operations within the Consolidated Statements of Operations and Comprehensive Income 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 Company entered into an Exchange Agreement with the Holder of all of the outstanding shares of the Company’s Preferred Stock.

Pursuant to the Exchange Agreement, on the Closing Date all of the 25,000 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, 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.

Debt Restructurings

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These exchanges have significantly improved the Company’s liquidity position.

The remaining 2025 Convertible Notes matured on May 1, 2025, at which time all outstanding principal of $14.9 million and related accrued interest was repaid.

Divestiture of Telematics Business

As previously noted in Part I.

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 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 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.

Factors Which May Influence Future Results of Operations

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.

A description of each of the current revenue classifications is as follows:

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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 portfolio is supported by our cloud offering, Inseego Connect for device management, whose revenues are included in Software 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.

These mobile operators include T-Mobile, Verizon Wireless, and AT&T in the United States, Rogers and Telus in Canada, and various companies in other vertical markets.

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.

We believe that our future revenues may be influenced by a number of factors including:

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Cost of revenues includes all costs associated with our contract manufacturers, distribution, fulfillment and repair services, delivery of SaaS services, warranty costs, royalties, operations overhead, costs associated with cancellation of purchase orders and costs related to outside services.

Also included in cost of revenues are costs related to inventory

adjustments, as well as any write downs for excess and obsolete inventory and abandoned product lines.

Also included in cost of revenues are costs related to write downs for excess and obsolete inventory and provisions for contract manufacturer liabilities.

Inventory adjustments are impacted primarily by demand for our products, which is influenced by the factors discussed above.

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Research and development is at the core of our ability to produce innovative, leading-edge products.

These expenses consist primarily of the cost of internal and third-party engineers and technicians who design and test our highly complex products, the procurement of testing and certification services, including prototypes, and other necessary expenditures.

These expenses consist primarily of the cost of internal and third-party engineers and technicians who design and test our highly complex products, the cost of testing and certification services, including prototypes, and other necessary expenditures.

Sales and marketing expenses consist primarily of our sales force and product-marketing professionals.

In order to maintain strong sales relationships, we provide co-marketing, trade show support and product training.

We are also engaged in a wide variety of marketing activities, such as awareness and lead generation programs as well as product marketing.

We are also engaged in a variety of marketing activities, such as awareness and lead generation programs as well as product marketing.

Other marketing initiatives include public relations, seminars and co-branding with partners.

General and administrative expenses include primarily corporate functions such as accounting, human resources, legal, administrative support, information technology, and professional fees.

General and administrative expenses include primarily corporate functions such as accounting, human resources, legal, information technology, and professional fees.

This category also includes the expenses needed to operate as a publicly traded company, including compliance with the Sarbanes-Oxley Act of 2002, as amended, SEC filings, stock exchange fees and investor relations expense.

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Depreciation and amortization expenses .

Our depreciation and amortization expenses primarily include depreciation on our property, plant, and equipment, amortization of capitalized software projects, and amortization of intangibles purchased through acquisitions.

Our depreciation and amortization expenses primarily include amortization of capitalized software projects, depreciation on our property, plant, and equipment, and amortization of intangibles purchased through acquisitions.

Impairment of capitalized software.

Impairment expenses can be recorded on capitalized software intended for internal and external use.

Impairment expenses can be recorded on capitalized balances related to software intended for internal use and on software intended to be sold.

Impairments of capitalized software intended for internal use are recorded when the carrying value of the asset group to which the software belongs is not recoverable and exceeds its fair value.

Impairments of capitalized software intended for external use are recorded when the net realizable value of the asset falls below its carrying value.

Impairments of capitalized software intended to be sold are recorded when the net realizable value of the asset falls below its carrying value.

Operating Results.

Our results are affected by numerous macroeconomic factors including inflation, consumer spending confidence and global supply chains.

Our results are affected by numerous macroeconomic factors including inflation, consumer spending confidence, component costs and global supply chains.

The existence of inflation in the U.S.

and global economy has resulted in, and may continue to result in, higher interest rates and capital costs, increased costs of labor, fluctuating exchange rates and other similar effects.

If the inflation rate continues to increase, it could affect our expenses, especially employee compensation expense.

If the inflation rate increases, it could affect our expenses, especially employee compensation expense.

Inflation and related increases in interest rates could also increase our customers' operating costs, which could result in reduced operating budgets.

To the extent our products are perceived by customers and potential customers as discretionary, our revenue may be disproportionately affected by delays or reductions in general information technology spending.

Such delays or reductions in technology spending are often associated with enhanced budget scrutiny by our customers including additional levels of approvals, cloud optimization efforts and additional time to evaluate and test our products, which can lead to long and unpredictable sales cycles.

unpredictable sales cycles.

Such increases have, and may continue to have, a negative impact on the Company’s revenue and profit margins, if the selling prices of products do not increase with the increased costs.

Recently, a worldwide shortage of memory chips has occurred, which could impact our operations if we are unable to secure adequate supply of memory chips for our products.

In addition our operating results could be impacted if we obtain memory chips at inflated prices and are unable to pass on these price increases to our customers

Results of Operations

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Product revenues 117,679 70.8 146,579 76.6

Services and other 44,665 23.4 31,888 19.1

Software services and other 48,509 29.2 44,665 23.4

Total revenues 166,188 100.0 191,244 100.0

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Product 89,523 53.9 115,390 60.3

Services and other 7,057 3.7 4,353 2.6

Software services and other 5,669 3.4 7,057 3.7

Total cost of revenues 95,192 57.3 122,447 64.0

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Total operating costs and expenses 66,680 40.1 67,082 35.1

Operating income (loss) 1,715 (35,957)

Operating income 4,316 1,715

Other income (expense):

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Loss on extinguishment of revolving credit facility — (788)

Interest expense, net (10,906) (9,086)

Interest expense (3,771) (10,906)

Other income (expense), net 737 (850)

Loss before income taxes (13,680) (44,973)

Income (loss) before income taxes 1,282 (13,680)

Income tax provision 44 689

Loss from continuing operations, net of tax (14,369) (45,016)

Income (loss) from continuing operations 1,238 (14,369)

Income (Loss) from discontinued operations (net of income tax provision of $400 and $1,956, respectively)

18,941 (1,169)

Net income (loss) 4,572 (46,185)

Net income 838 4,572

Preferred stock dividends (3,574) (3,269)

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Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Revenues for the year ended December 31, 2024 were $191.2 million, an increase of $24.0 million, or 14.3%, compared to the same period in 2023.

Revenues for the year ended December 31, 2025 were $166.2 million, a decrease of $25.1 million, or 13.1%, compared to the same period in 2024.

The following table summarizes revenues by category (dollars in thousands):

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Product revenues 117,679 146,579 (28,900) (19.7)

Services and other 44,665 31,888 12,777 40.1

Software services and other 48,509 44,665 3,844 8.6

Total $ 166,188 $ 191,244 $ (25,056) (13.1)

Mobile solutions.

The $18.4 million increase in Mobile solutions revenues is primarily due to increased sales of our premium 5G MiFi at multiple carriers, including a multi-quarter promotional offer at one of our carrier partners.

The $31.0 million decrease in mobile solutions revenues is primarily due to decreased sales with one of our carrier partners due to significant promotional activity in the prior period.

Fixed wireless access solutions.

The $7.3 million decrease in Fixed wireless access solutions revenues is primarily due to decreased sales with one of our carrier partners, partially offset by increased sales from our channel program.

Services and other.

The $12.8 million increase in Services and other revenues is primarily due to increased Inseego Subscribe revenues related to the terms of a two-year service contract renewal with a major customer that commenced in April 2024.

The $2.1 million increase in fixed wireless access solutions revenues is primarily due to increased sales of current generation of fixed wireless access products to one of our carrier partners that launched during the second quarter of 2025, partially offset by decreased sales in our channel program.

Software services and other.

The $3.8 million increase in software services and other revenues is primarily due to increased Inseego Subscribe revenues related to the terms of a two-year service contract with a major customer that was executed in April 2024 and subsequently extended through July 2026.

Cost of revenues.

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Product $ 89,523 $ 115,390 $ (25,867) (22.4) %

Services and other 7,057 4,353 2,704 62.1

Software services and other 5,669 7,057 (1,388) (19.7)

Total $ 95,192 $ 122,447 $ (27,255) (22.3)

The $11.8 million decrease in Product cost of revenues is primarily due to significant inventory reserves and related char ges that were reco rded in 2023, described further below, partially offset by the impact of increased product revenues.

Services and other.

The $2.7 million increase in Services and other cost of revenues is primarily due to increased Inseego Subscribe revenues and the related increase in costs incurred to provide these services.

The $25.9 million decrease in product cost of revenues is primarily due to decreased product revenues.

Software services and other.

The $1.4 million decrease in software services and other cost of revenues is primarily due to decreased outside service costs related to Inseego Subscribe revenues, decreased annual incentive bonus accruals, and decreased non-recurring engineering revenues and the related costs of performing those services.

Gross profit.

Gross profit for the year ended December 31, 2025 was $71.0 million, or a gross margin of 42.7%, compared to $68.8 million, or a gross margin of 36.0%, for the same period in 2024.

The increase in gross profit is primarily due to higher revenues in 2024 and significant inventory reserves that were recorded in 2023.

The increase in gross profit margin is primarily due to the inventory reserves recorded in 2023 and a larger proportion of higher margin service revenues as a percentage of total revenues and increased margins on the Company’s premium 5G MiFi offerings in 2024 in comparison to the lower margin products offered in the prior year.

In the year ended December 31, 2023 , the Company recorded a write-down of $9.6 million to reflect inventories at net realizable value, in addition to a $1.3 million write-off of capitalized inventory order fees.

Further, management accrued an additional $6.8 million in net charges for contract manufacturing liabilities (whose remaining balance is accrued in the Accrued Expenses and Other Current Liabilities ) related to excess materials at the contract manufacturers’ sites.

All $17.7 million of th ese charges were recorded in cost of product revenues during the year ended December 31, 2023 and thereby negatively impacted gross profit.

Management’s analysis was based on new information that became available during 2023, updated sales projections and other dynamics in the market.

The increase in both gross profit and gross margin is primarily due to increased higher margin Inseego Subscribe service and fixed wireless access solutions product revenues, both in total and as a percentage of total revenues, partially offset by decreased mobile solutions product revenues.

Operating costs and expenses.

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Research and development expenses for the year ended December 31, 2025 were $19.8 million, or 11.9% of revenues, compared to $20.6 million, or 10.8% of revenues, for the same period in 2024.

The increase in research and development expenses was primarily due to fewer research and development projects that were capitalizable during the year ended December 31, 2024, which resulted in a higher percentage of research and development costs being recorded as operating expenses and increased annual incentive bonus accruals for 2024 performance that were not accrued or paid for in 2023, partially offset by lower personnel-related costs as a result of a decrease in overall research and development headcount and a decrease in consulting and outside services in relation to cost reduction efforts.

The decrease in research and development expenses was primarily due to more research and development projects that were capitalizable during the year ended December 31, 2025, which resulted in a less research and development costs being recorded as operating expenses, and decreased annual incentive bonus accruals, partially offset by increased outside services costs and prototype and certification costs related to the Company’s increased development efforts for its next line of products.

Sales and marketing expenses.

Sales and marketing expenses for the year ended December 31, 2025 were $17.4 million, or 10.5% of revenues, compared to $16.0 million, or 8.3% of revenues, for the same period in 2024.

The decrease in sales and marketing expenses was primarily due to lower overall sales headcount, partially offset by higher commission expenses as a result of higher revenues.

The increase in sales and marketing expenses was primarily due to increased sales personnel-related compensation costs as a result of an increase in overall sales headcount, partially offset by decreased sales commissions as a result of lower sales and decreased annual incentive bonus accruals.

General and administrative expenses.

General and administrative expenses for the year ended December 31, 2025 were $20.8 million, or 12.5% of revenues, compared to $17.2 million, or 9.0% of revenues, for the same period in 2024.

The increase in general and administrative expense was primarily due to an increase in legal and consulting expenses related to our capital structure management efforts, as well as annual incentive bonus accruals for 2024 performance that were not accrued or paid for in 2023, partially offset by a decrease in share-based compensation expense and temporary employment costs as part of cost reduction efforts.

The increase in general and administrative expense was primarily due to an increase in share-based compensation expense related to awards issued to the Company’s CEO who was hired in January 2025, partially offset by decreased annual incentive bonus accruals and a gain on early lease termination recorded during 2025.

Depreciation and amortization expenses .

Depreciation and amortization expenses for the years ended December 31, 2024 was $12.4 million, or 6.5% of revenues, compared to $18.4 million, or 11.0% of revenues, for the same period in 2023.

The decrease in depreciation and amortization expenses was primarily due to lower balances of capitalized software projects and property, plant and equipment during the year ended December 31, 2024 compared to the same period in 2023.

Depreciation and amortization expenses for the year ended December 31, 2025 was $8.3 million, or 5.0% of revenues, compared to $12.4 million, or 6.5% of revenues, for the same period in 2024.

The decrease in depreciation and amortization expenses was primarily due to the capitalized costs on the Company’s next generation of software intended for sale being capitalized but not amortizable during all or most of the year ended December 31, 2025 and the ending of the useful life of certain amortizable purchased intangibles.

Impairment of capitalized software.

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Loss on extinguishment of revolving credit facility — (788) 788 *

Interest expense, net (10,906) (9,086) (1,820) 20.0

Interest expense (3,771) (10,906) 7,135 (65.4) %

Other income (expense), net 737 (850) 1,587 *

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* Percentage not meaningful

Interest expense.

The $7.1 million decrease in interest expense, net for the year ended December 31, 2025 over the same period in 2024 was primarily a result the Company’s various repurchases and exchanges of the 2025 Convertible Notes (as defined below) that occurred during 2024 and the full repayment of the remaining 2025 Convertible Notes on May 1, 2025, resulting in lower coupon interest, partially offset by interest expense on the Company’s 2029 Senior Secured Notes (as defined below) that were issued in the fourth quarter of 2024.

Loss on debt restructurings, net The $2.9 million net loss on debt restructurings for the year ended December 31, 2024 is a result of the Company’s 2025 Convertible Notes restructurings entered into during 2024 as part of our overall capital structure management efforts, as described below.

Loss on extinguishment of revolving credit facility The $0.8 million loss on extinguishment of revolving credit facility for the year ended December 31, 2024 relates to the voluntary early termination of the Company’s Credit Facility (as defined in Note 6 – Debt in the accompanying condensed consolidated financial statements) in April 2024.

Interest expense, net.

The $1.8 million increase in interest expense, net for the year ended December 31, 2024 over the same period in 2023 was primarily a result of the non-cash amortization of the debt discount and coupon interest on the Short-

Term Loan (as defined below) received in June 2024, partially offset by reductions in the principal balance of the 2025 Convertible Notes and voluntary early termination of the Company’s Credit Facility in April 2024.

Loss on extinguishment of revolving credit facility The $0.8 million loss on extinguishment of revolving credit facility for the year ended December 31, 2024 relates to the voluntary early termination of the Company’s Prior Credit Facility (as defined in Note 6 – Debt in the accompanying condensed consolidated financial statements) in April 2024.

Other income (expense), net.

Other income (expense), net for the years ended December 31, 2025 and 2024 was $0.7 million and $(0.9) million, respectively.

The increase in other income, net was primarily due to interest income earned on money market fund accounts that the Company began investing in during the first quarter of 2025 and a decrease in other expenses that were incurred during 2024 related to the preliminary stages of the Company’s capital structure management efforts.

Income tax provision.

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Income (loss) from discontinued operations, net of tax Income (Loss) from discontinued operations, net of tax for the years ended December 31, 2025 and 2024 was $(0.4) million and $18.9 million, respectively.

The increase was primarily due to the gain on sale recorded upon completion of the divestiture of the Telematics business in 2024.

The change in income (loss) from discontinued operations is due to the sale of the Telematics Business in November 2024.

Preferred stock dividends.

During the years ended December 31, 2025 and 2024, we recorded dividends of $3.6 million and $3.3 million, respectively, on our Preferred Stock.

As mentioned in Part I Item 1 above, in January 2026, all of the outstanding shares of Preferred Stock were exchanged by the Holder for a combination of cash, common stock, and an additional principal amount of the Company’s existing 2029 Senior Secured Notes.

Reverse Stock Split

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Liquidity and Capital Resources

As of December 31, 2024, the Company had available cash and cash equivalents totaling $39.6 million.

Subsequent to the restructuring transactions described below, the 2025 Convertible Notes had a principal balance of $14.9 million as of December 31, 2024 that matures on May 1, 2025.

Additionally, the Company’s new 2029 Senior Secured Notes, which bear interest at 9% payable semi-annually in arrears in May and November, had a principal balance of $40.9 million outstanding as of December 31, 2024.

During 2024, the Company entered into a series of agreements, as part of its overall capital structure management, to reduce its total debt and restructure its outstanding 2025 Convertible Notes.

In summary, through various separate transactions executed during 2024, the Company repurchased or exchanged a total of $146.9 million in principal of 2025 Convertible Notes for approximately $33.8 million in cash, $40.9 million in principal amount of the 2029 Senior Secured Notes, 2.9 million shares of the Company’s Common Stock, and warrants to purchase an aggregate of 2.5 million shares of the Company’s Common Stock.

See Part IV Item 15 Note 6 – Debt and Note 8 – Stockholders' Equity (Deficit) in the accompanying financial statements for further details regarding the 2029 Senior Secured Notes and related warrants.

The Company generated positive cash flow from operations for both the years ended December 31, 2024 and 2023.

In April 2024, the Company received a $15.0 million upfront payment from a customer in connection with a two-year service contract.

Based on the factors above, and to reduce financing costs, the Company voluntarily paid-off and terminated its prior revolving credit facility effective April 18, 2024.

Additionally, in November 2024, the Company closed the sale of its Telematics Business, resulting in the receipt of cash proceeds of $52.0 million.

These factors have had a positive impact on our liquidity.

While the Company’s liquidity and financial results have had several positive developments recently, as noted above, the Company has a history of operating and net losses and overall usage of cash from operating and investing activities.

As of December 31, 2025, the Company had available cash and cash equivalents totaling $24.9 million and maintained positive working capital of $15.6 million.

The Company had cash inflows from operative activities of $7.2 million for the year ended December 31, 2025.

On August 5, 2025, the Company entered into a Credit and Security Agreement (the “Working Capital Facility Agreement”) with BMO Bank N.A.

(“BMO”) that provides up to a maximum $15.0 million secured asset-backed revolving credit facility (the “Working Capital Facility”).

The facility matures on August 5, 2028 and contains certain financial and non-financial covenants.

The Company was in compliance with all covenants under the Working Capital Facility Agreement as of December 31, 2025.

Obligations under the Working Capital Facility are secured by a continuing security interest in substantially all property of Inseego Corp.

and certain of its subsidiaries, subject to customary exclusions.

Availability under the Working Capital Facility is determined monthly as the excess of a borrowing base (“Borrowing Base”), comprised of a percentage of eligible accounts receivable and eligible inventory, over the total loans outstanding under the Working Capital Facility.

If the aggregate outstanding amount of the Working Capital Facility exceeds the Borrowing Base at any time, the excess amount shall be payable on demand by BMO.

Loans made under the Working Capital Facility bear interest at a Term Secured Overnight Financing Rate (“SOFR”), as defined in the Working Capital Facility Agreement, plus an applicable margin ranging from 1.00-2.50%, subject to certain exceptions.

Interest on loans made under the Working Capital Facility are paid in cash, in arrears, on a semi-annual basis.

As of December 31, 2025, there were no outstanding borrowings and availability to borrow under the Working Capital Facility was $14.5 million.

The Company’s 3.25% convertible notes due in 2025 (the “2025 Convertible Notes”) had a principal balance of $14.9 million as of December 31, 2024 and matured on May 1, 2025, at which time all outstanding principal and related accrued interest was paid-off in full.

The Company’s 9.0% senior secured notes due in 2029 (the “2029 Senior Secured Notes”) had a principal balance of $40.9 million as of December 31, 2025 and mature on May 1, 2029.

As noted above, January 14, 2026, the

Company issued an additional $8.0 million in principal amount of the 2029 Senior Secured Notes in connection with the repurchase of the Preferred Stock.

While the Company’s liquidity and financial results had several positive developments in 2024 and 2025, the Company has a history of operating and net losses and overall usage of cash from operating and investing activities.

The Company’s ability to maintain profitable operations and continue to generate positive cash flows is dependent upon achieving a level and mix of revenues adequate to support its evolving cost structure.

In order to effect the restructuring or refinancing of the Company’s obligations, or if events or circumstances occur such that the Company does not meet its operating plan as expected, or if the Company becomes obligated to pay unforeseen expenditures, the Company may be required to raise capital, reduce planned research and development activities, incur additional restructuring charges or reduce other operating expenses and capital expenditures, which could have an adverse impact on the Company’s ability to achieve its intended business objectives.

Our liquidity could be compromised if there is any interruption in our business operations, a material failure to satisfy our contractual commitments, retention of our key existing customers or a failure to generate revenue from new or existing products.

If events or circumstances occur such that the Company does not meet its operating plan as expected, or if the Company becomes obligated to pay unforeseen expenditures, the Company may be required to raise capital, reduce planned research and development activities, incur additional restructuring charges or reduce other operating expenses and capital expenditures, which could have an adverse impact on the Company’s ability to achieve its intended business objectives.

Our liquidity could be compromised if there is any interruption in our business operations, a material failure to satisfy our contractual commitments, a failure to retain our key existing customers or a failure to generate revenue from new or existing products.

If additional funds are raised by the issuance of equity securities, or in connection with any additional debt restructurings or refinancing, Company’s stockholders could experience significant dilution of their ownership interests and securities issued may have rights senior to those of the holders of the Company’s common stock.

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As of December 31, 2025, our future payments under these noncancellable purchase obligations were approximately $101.2 million.

• $14.9 million in outstanding principal amount of 2025 Convertible Notes with required interest payments;

see Part IV Item 15 Note 6 – Debt ;

• $40.9 million in outstanding borrowings under the 2029 Senior Secured Notes;

13 unchanged sentences

Financing cash flows from discontinued operations — —

Net cash provided by (used in) financing activities (38,781) 2,211

Net cash used in financing activities (13,431) (38,781)

Effect of exchange rates on cash 93 (582)

3 unchanged sentences

Operating activities.

Net cash provided by operating activities for the year ended December 31, 2024 is comprised of cash flows from continuing operations of $26.7 million and cash flows from discontinued operations of $6.9 million.

The cash inflows from continuing operations were primarily related to net cash provided by working capital of $15.5 million and a net loss from continuing operations of $14.4 million that was fully offset by non-cash charges, including depreciation and amortization of $12.5 million, amortization of debt discount and debt issuance costs of $4.4 million, share-based compensation expense of $3.8 million, loss on debt restructurings of $2.9 million, non-cash operating lease expense of $1.0 million, capitalized software impairments of $0.9 million, and a loss on extinguishment of our revolving credit facility of $0.8 million.

Net cash provided by operating activities for the year ended December 31, 2025 is comprised of cash flows from continuing operations of $8.1 million and cash outflows from discontinued operations of $0.9 million.

The cash inflows from

continuing operations were primarily related to net income from continuing operations of $1.2 million and non-cash charges, including depreciation and amortization of $8.4 million and share-based compensation expense of $7.4 million, partially offset by net cash used for working capital of $7.4 million.

The cash inflows from continuing operations were primarily related to net cash provided by working capital of $8.7 million, partially offset by a net

loss from continuing operations of $45.0 million that was offset by non-cash charges, including depreciation and amortization of $18.7 million, excess and obsolete inventory provisions of $9.5 million, share-based compensation expense of $7.0 million, amortization of debt discount and issuance costs of $2.0 million, write-offs of capitalized inventory fees of $1.3 million, and capitalized software impairments of $1.1 million.

The cash inflows from continuing operations were primarily related to net cash provided by working capital of $15.5 million and a net loss from continuing operations of $14.4 million that was fully offset by non-cash charges, including depreciation and amortization of $12.5 million, amortization of debt discount and issuance costs of $4.4 million, share-based compensation expense of $3.8 million, loss on debt restructurings of $2.9 million, non-cash operating lease expense of $1.0 million, capitalized software impairments of $0.9 million, and a loss on extinguishment of our revolving credit facility of $0.8 million.

Investing activities.

Net cash provided by investing activities during the year ended December 31, 2024 is primarily comprised of cash flows from discontinued operations of $48.1 million related to the divestiture of the Telematics Business, partially offset by $5.0 million in of cash outflows related to the development of software in support of our products and services and $0.1 million of property, plant and equipment purchases.

Net cash used in investing activities during the year ended December 31, 2023 was primarily comprised of $8.1 million of cash outflows related to the development of software in support of our products and services, $0.2 million of property, plant and equipment purchases, and cash outflows from discontinued operations of $1.8 million.

Net cash used in investing activities during the year ended December 31, 2025 is primarily comprised of $8.6 million of cash outflows related to the development of software in support of our products and services.

Net cash provided by investing activities during the year ended December 31, 2024 was primarily comprised of cash flows from discontinued operations of $48.1 million related to the divestiture of the Telematics Business, partially offset by $5.0 million of cash outflows related to the development of software in support of our products and services and $0.1 million of property, plant and equipment purchases.

Financing activities.

Net cash used in financing activities during the year ended December 31, 2025 is primarily comprised of the repayment of the remaining $14.9 million 2025 Convertible Notes principal balance, partially offset by $1.0 million of cash received from exercises of common stock warrants.

Net cash used in financing activities during the year ended December 31, 2024 is primarily comprised of cash outflows of $33.8 million from the repurchases of a portion of our convertible notes, $19.5 million from the full repayment of the Company’s Short-Term Loan and $4.9 million from the voluntary early termination and repayment of our revolving credit facility, partially offset by cash inflows of $19.4 million from the issuance of the Short-Term Loan, net of debt issuance costs.

Net cash provided by financing activities during the year ended December 31, 2023 is primarily comprised of $6.1 million in proceeds from public offerings, partially offset by $3.8 million of cash outflow related to net repayments of our now-terminated revolving credit facility.

Critical Accounting Estimates

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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 7. Management’s Discussion and Analysis