What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-20 compared with 2025-02-20 · 361 added, 292 removed, 1182 unchanged (36% of the section changed)

11 unchanged sentences

Based on our evaluation under the framework in Internal Control—Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

Marcum LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report on Form 10-K, has also audited our internal control over financial reporting as of December 31, 2024.

CBIZ CPAs P.C., the independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report on Form 10-K, has also audited our internal control over financial reporting as of December 31, 2025.

Their report on the effectiveness of the Company’s internal control over financial reporting is included below.

7 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets as of December 31, 2024 and 2023 and the related consolidated statements of operations and comprehensive Income, stockholders’ deficit, and cash flows and the related notes for each of the two years in the period ended December 31, 2024 of the Company, and our report dated February 19, 2025 expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet as of December 31, 2025 and the related consolidated statements of operations and

comprehensive income, stockholders’ deficit, and cash flows and the related notes (collectively referred to as the “financial statements”) for the year ended December 31, 2025 of the Company, and our report dated February 19, 2026 expressed an unqualified opinion on those financial statements.

Basis for Opinion

1 unchanged sentence

Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are

required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

11 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that degree of compliance with the policies or procedures may deteriorate.

/s/ Marcum LLP

/s/ CBIZ CPAs P.C.

CBIZ CPAs P.C.

Philadelphia, Pennsylvania

6 unchanged sentences

Exhibit and Financial Statement Schedules

(a)(1) The Company’s consolidated financial statements and report of the Marcum LLP, Independent Registered Public Accounting Firm, are included in Section IV of this report beginning on page F-1.

(a)(1) The Company’s consolidated financial statements and report of the CBIZ CPAs P.C., Independent Registered Public Accounting Firm, are included in Section IV of this report beginning on page F-1.

(a)(2) Schedules have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the consolidated financial statements or related notes thereto.

43 unchanged sentences

8-K 10.3 8/21/2017

10.4 Securities Purchase Agreement, dated August 6, 2018, by and among Inseego Corp.

and the Investors identified on Exhibit A thereto.

8-K 4.1 8/7/2018

10.4* Inseego Corp.

6 unchanged sentences

8-K 10.3 7/1/2024

Incorporated by Reference to:

10.7 Share Purchase Agreement dated September 16, 2024.

2 unchanged sentences

8-K 10.1 9/16/2024

Incorporated by Reference to:

10.9 Transitional Services Agreement dated September 16, 2024.

8 unchanged sentences

8-K 10.4 11/12/2024

10.14 Offer Letter dated December 6, 2024, between Inseego Corp.

and Juho Sarvikas

8-K 10.1 1/6/2025

10.15 Credit and Security Agreement, dated August 5, 2025

8-K 10.1 8/7/2025

Insider Trading Policy

21** Subsidiaries of Inseego Corp.

23.1** Consent of Independent Registered Public Accounting Firm (CBIZ CPAs P.C.).

23.2** Consent of Independent Registered Public Accounting Firm (Marcum LLP).

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Signature Title Date

/s/ Juho Sarvikas Chief Executive Officer

(Principal Executive Officer)

February 19, 2025

/s/ Juho Sarvikas Chief Executive Officer and Director

(Principal Executive Officer) February 19, 2026

Juho Sarvikas

9 unchanged sentences

Avery Director February 19, 2026

/s/ Stephen J.

Bye Director February 19, 2026

/s/ Syed Nabeel Anwar Bukhari Director February 19, 2026

Syed Nabeel Anwar Bukhari

/s/ Christopher Harland Director February 19, 2026

2 unchanged sentences

Director February 19, 2026

/s/ Juho Sarvikas Director

February 19, 2025

Juho Sarvikas

/s/ George Mulhern Director February 19, 2026

George Mulhern

/s/ Jeffrey Tuder Director February 19, 2026

2 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID # 199 )

Report of Independent Registered Public Accounting Firm (PCAOB ID # 688 )

Consolidated Balance Sheets

6 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Inseego Corp.

(the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income, stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheet of Inseego Corp.

(the “Company”) as of December 31, 2025, the related consolidated statements of operations and comprehensive income, stockholders’ deficit and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, 2025, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 and our report dated February 19, 2026, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

1 unchanged sentence

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ CBIZ CPAs P.C.

CBIZ CPAs P.C.

We have served as the Company’s auditor since 2018 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C.

effective November 1, 2024).

Philadelphia, Pennsylvania

February 19, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Inseego Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Inseego Corp.

(the “Company”) as of December 31, 2024, the related consolidated statements of operations and comprehensive income, stockholders’ deficit and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit s .

7 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Marcum LLP

We have served as the Company’s auditor since 2018.

We served as the Company’s auditor from 2018 through 2025.

Philadelphia, Pennsylvania

9 unchanged sentences

Prepaid expenses and other 6,389 5,926

Current assets held for sale — 12,123

Total current assets 64,087 72,900

5 unchanged sentences

Other assets 557 446

Non-current assets held for sale — 26,237

Total assets $ 93,807 $ 99,999

4 unchanged sentences

2025 Convertible Notes, net — 14,905

Revolving credit facility, net — 4,094

Current liabilities held for sale — 7,360

Total current liabilities 48,439 63,471

Long-term liabilities:

2025 Convertible Notes, net — 159,912

Operating lease liabilities 2,910 2,627

2 unchanged sentences

Other long-term liabilities 4,705 4,755

Non-current liabilities held for sale — 1,644

Total liabilities 97,851 112,857

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Total liabilities and stockholders’ deficit $ 93,807 $ 99,999

(*) Adjusted retroactively for reverse stock split that occurred on January 24, 2024, see Note 1

See accompanying notes to consolidated financial statements.

6 unchanged sentences

Product revenues 117,679 146,579

Services and other 44,665 31,888

Software services and other 48,509 44,665

Total revenues 166,188 191,244

1 unchanged sentence

Product 89,523 115,390

Services and other 7,057 4,353

Software services and other 5,669 7,057

Total cost of revenues 95,192 122,447

7 unchanged sentences

Total operating costs and expenses 66,680 67,082

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

Operating income 4,316 1,715

Other income (expense):

1 unchanged sentence

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)

( 400 ) 18,941

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

Net income 838 4,572

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

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Balance, December 31, 2023 25 $ — 11,879 $ 12 $ 810,138 $ ( 906,928 ) $ ( 5,327 ) $ ( 102,105 )

Net loss — — — — — ( 46,185 ) — ( 46,185 )

Net income — — — — — 4,572 — 4,572

Foreign currency translation adjustment — — — — — — ( 581 ) ( 581 )

Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld — — 174 — 530 — — 530

Issuance of common shares in connection with a public offering, net of issuance costs — — 804 8 6,049 — — 6,057

Share-based compensation — — — — 3,939 — — 3,939

Issuance of common stock in connection with debt restructurings — — 2,938 3 44,286 — — 44,289

Issuance of common stock warrants in connection with debt restructurings — — — — 30,372 — — 30,372

Release of cumulative foreign currency translation adjustments as a result of the sale of Telematics Business — — — — — — 6,126 6,126

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

Impact of retroactively adjusted stock split — — — ( 10 ) 10 — — —

Balance, December 31, 2024 25 — 14,991 15 892,534 ( 905,625 ) 218 ( 12,858 )

— — — — — 4,572 — 4,572

Net income — — — — — 838 — 838

Foreign currency translation adjustment — — — — — — 185 185

1 unchanged sentence

Share-based compensation — — — — 7,441 — — 7,441

Issuance of common stock in connection with debt restructurings — — 2,938 3 44,286 — — 44,289

Issuance of common stock warrants in connection with debt restructurings — — — — 30,372 — — 30,372

Release of cumulative foreign currency translation adjustments as a result of the sale of Telematics Business — — — — — — 6,126 6,126

Exercises of common stock warrants — — 89 — 976 — — 976

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

7 unchanged sentences

Cash flows from operating activities:

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

Net income $ 838 $ 4,572

Adjustments to reconcile Net income (loss) to net cash provided by operating activities

3 unchanged sentences

Impairment of capitalized software 384 927

Gain on early lease termination ( 443 ) —

Provision for excess and obsolete inventory ( 1,599 ) ( 54 )

Write-off of capitalized inventory order fees — 1,275

Impairment of operating lease right-of-use assets — 138

Share-based compensation expense 7,441 3,824

Amortization of debt discount and debt issuance costs 4,399 1,953

Amortization (accretion) of debt discount/premium and debt issuance costs, net ( 175 ) 4,399

Loss on extinguishment of revolving credit facility — 788

Loss on debt restructurings, net 2,851 —

Loss on debt restructuring, net — 2,851

Deferred income taxes 12 62

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Cash flows from financing activities:

Payments related to repurchases of 2025 Convertible Notes ( 33,769 ) —

Proceeds from the exercise of warrants to purchase common stock 976 —

Proceeds from stock option exercises and ESPP 542 20

Repayments of 2025 Convertible Notes ( 14,949 ) ( 33,769 )

Proceeds from issuance of short-term loan and warrants, net of issuance costs — 19,350

1 unchanged sentence

Net repayments on asset-backed revolving credit facility — ( 4,882 )

Net repayment of bank and overdraft facilities — ( 186 )

Proceeds from a public offering, net of issuance costs — 6,057

Proceeds from stock option exercises and ESPP 20 97

Financing cash flows from continuing operations ( 13,431 ) ( 38,781 )

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 )

9 unchanged sentences

Supplemental disclosures of non-cash activities:

Right-of-use assets obtained in exchange for operating leases liabilities $ 2,042 $ —

Capital expenditures financed through accounts payable or accrued liabilities $ 1,704 $ 235

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In accordance with the authoritative guidance for discontinued operations (Accounting Standards Codification (“ASC”) 205-20), the Company determined that the Telematics Business met the held-for sale and discontinued operations accounting criteria at the end of the third quarter of 2024.

Accordingly, within these consolidated financial statements, 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 its operations and cash flows have been classified as discontinued operations within the Consolidated Statements of Operations and Comprehensive Income and Consolidated Statements of Cash Flows.

Refer to Note 2 – Held for Sale and Discontinued Operations for additional information regarding the Telematics Business, including the assets and liabilities divested and income from discontinued operations.

Accordingly, within these consolidated financial statements, the results of operations and cash flows associated with the Telematics Business have been classified as discontinued operations within the Consolidated Statements of Operations and Comprehensive Income and Consolidated Statements of Cash Flows.

Refer to Note 2 – Held for Sale and Discontinued Operations for additional information regarding the Telematics Business.

Unless otherwise noted, disclosures within these remaining Notes to Consolidated Financial Statements relate solely to the Company's continuing operations.

1 unchanged sentence

The Company classifies assets and liabilities to be sold (disposal group) as held for sale in the period when all of the applicable criteria are met, including:

(i) management commits to a plan to sell, (ii) the disposal group is available to sell in its present condition, (iii) there is an active program to locate a buyer, (iv) the disposal group is being actively marketed at a reasonable price in relation to its fair value, (v) significant changes to the plan to sell are unlikely, and (vi) the sale of the

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

disposal group is generally probable of being completed within one year.

Management performs an assessment at least quarterly or when events or changes in business circumstances indicate that a change in classification may be necessary.

Assets and liabilities held for sale are presented separately within the Consolidated Balance Sheets with any adjustments necessary to measure the disposal group at the lower of its carrying value or fair value less costs to sell.

Depreciation of property, plant and equipment and amortization of intangible and right-of-use assets are not recorded while these assets are classified as held for sale.

Depreciation of

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

property, plant and equipment and amortization of intangible and right-of-use assets are not recorded while these assets are classified as held for sale.

For each period the disposal group remains classified as held for sale, its recoverability is reassessed and any necessary adjustments are made to its carrying value.

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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.

See Note 13 – Segment, Geographic, and Concentrations of Risk Information for more information.

4 unchanged sentences

Estimates are assessed each period and updated to reflect current information.

Significant estimates include revenue recognition, capitalized software costs, allowance for credit losses, provision for excess and obsolete inventory, accrued liabilities related to our contract

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

manufacturers, valuation of tangible and intangible long-lived assets, valuation of goodwill, valuation of derivatives, accruals relating to litigation, income taxes and share-based compensation expense.

Significant estimates include revenue recognition, capitalized software costs, allowance for credit losses, provision for excess and obsolete inventory, accrued liabilities related to our contract manufacturers, valuation of tangible and intangible long-lived assets, valuation of goodwill, valuation of derivatives, accruals relating to litigation, income taxes and share-based compensation expense.

Cash, Cash Equivalents, and Restricted Cash

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

The Company’s cash and cash equivalents are generally held with large financial institutions worldwide to reduce the amount of exposure to credit risk.

The Company’s cash and cash equivalents are generally held with large financial institutions to reduce the amount of exposure to

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash and cash equivalents are recorded at market value, which approximates cost.

There are no cash equivalents or restricted cash amounts as of December 31, 2024 or 2023.

There are no restricted cash amounts as of December 31, 2025 or 2024.

Gains and losses associated with the Company’s foreign currency denominated demand deposits are recorded as a component of other income, net, in the Consolidated Statements of Operations and Comprehensive Income.

Revenue Recognition

The Company’s products and services primarily include mobile hotspots, wireless routers, and USB modems, which are supported by software and cloud services designed to enable customers to easily analyze data insights and configure and manage their hardware.

The Company classifies its revenues from the sale of its products and services into two categories, Product Revenue, which consists of our Mobile Solutions and Fixed Wireless Access Solutions, and Services and Other.

The Company’s products and services primarily include mobile hotspots and fixed wireless routers, which are supported by software and cloud services designed to enable customers to easily analyze data insights and configure and manage their hardware.

A description of each of the Company’s revenue classifications is as follows:

Mobile Solutions :

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 broadband devices, sold under the MiFi brand, provide secure 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 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:

1 unchanged sentence

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.

Revenue Recognition Criteria

8 unchanged sentences

and (v) recognition of revenue when, or as, performance obligations are satisfied.

Substantially all of our product revenues are recognized at a point in time, while substantially all of our service and other revenues are recognized over time.

Substantially all of our product revenues are recognized at a point in time, while substantially all of our software services and other revenues are recognized over time.

Customer Contracts

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company routinely enters into a variety of agreements with customers, including quality agreements, pricing agreements and master supply agreements which outline the general commercial terms and conditions under which the Company does business with a specific customer, including shipping terms and pricing for the products and services that the Company offers.

1 unchanged sentence

The Company has concluded, for the vast majority of its revenues, that its contracts with customers are either a purchase order or the combination of a purchase order with a master supply agreement.

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

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When hardware, software and services are sold in various combinations, judgment is required to determine whether each performance obligation is considered distinct and accounted for separately, or not distinct and accounted for together with other performance obligations.

When there are multiple performance obligations within a single

When there are multiple performance obligations within a single contract, the Company allocates the total contract price to each distinct performance obligation based on their stand-alone selling prices (“SSPs”).

Judgment is required to determine the SSP for each distinct performance obligation.

The Company determines the SSPs of its products and software services offerings based primarily on observable selling prices when available, or otherwise using an adjusted market assessment or expected‑cost‑plus‑margin approach.

These methods may incorporate significant inputs such as market pricing for similar mobile and FWA devices, subscription pricing benchmarks for cloud

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

contract, the Company allocates the total contract price to each distinct performance obligation based on their stand-alone selling prices (“SSPs”).

Judgment is required to determine the SSP for each distinct performance obligation.

When available, the Company uses observable inputs to determine SSP.

In instances where the software elements included within hardware for various products are considered to be functioning together with non-software elements to provide the tangible product’s essential functionality, these arrangements are accounted for as a single distinct performance obligation.

management and SaaS services, and estimated cost structures plus targeted margins, all of which reflect estimates of prices at which the Company would sell each performance obligation separately.

In instances where the software elements included within hardware for various products are considered to be functioning together with non-software elements to provide the tangible product’s essential functionality, for example, firmware, these arrangements are accounted for as a single distinct performance obligation.

Contract Assets

8 unchanged sentences

Contract liabilities are also recorded when the Company collects payments in advance of performing the services.

As of December 31, 2024 and 2023, the Company had contract liabilities comprised of $ 9.2 million and $ 2.7 million of short-term deferred revenue included within accrued expenses and other current liabilities and $ 4.6 million and $ 1.7 million of long-term deferred revenue included within other long-term liabilities on the consolidated balance sheets, respectively.

As of December 31, 2025, December 31, 2024, and December 31, 2023 the Company had contract liabilities comprised of $ 6.2 million, $ 9.2 million and $ 2.7 million of short-term deferred revenue included within accrued expenses and other current liabilities and $ 4.6 million, $ 4.6 million, and $ 1.7 million of long-term deferred revenue included within other long-term liabilities on the consolidated balance sheets, respectively.

During the years ended December 31, 2025 and 2024, $ 7.0 million and $ 21.0 million, respectively, of revenue was deferred due to unsatisfied performance obligations for service contracts and undelivered product commitments, $ 10.1 million and $ 11.5 million, respectively, of revenue was recognized for the satisfaction of performance obligations, and $ 9.2 million and $ 2.7 million, respectively, of this recognized revenue was included in the contract liability balance at the beginning of the period, respectively.

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As needed, amounts are written-off when determined to be uncollectible.

As of December 31, 2024 and 2023, the Company reported $ 13.8 million and $ 18.2 million, respectively, of accounts receivable, net of allowances of $ 0.1 million and $ 0.6 million, respectively.

As of December 31, 2025, December 31, 2024, and December 31, 2023 the Company reported $ 25.1 million, $ 13.8 million, and $ 18.2 million, respectively, of accounts receivable, net of allowances of $ 0.2 million, $ 0.1 million, and $ 0.6 million, respectively.

Inventories and Provision for Excess and Obsolete Inventory

9 unchanged sentences

however, they are tested for impairment annually, and between annual tests, if certain events occur indicating that the carrying amounts may be impaired.

Software Development Costs for External Use

Software development costs for external use are expensed as incurred until technological feasibility has been established, at which time those costs are capitalized as intangible assets until the software is available for general release to customers.

Development Costs for Software Intended to Be Sold

Software development costs for software intended to be sold are expensed as incurred until technological feasibility has been established, at which time those costs are capitalized as intangible assets until the software is available for general release to customers.

Capitalized software development costs are amortized on a straight-line basis over the estimated economic life.

3 unchanged sentences

The amount by which unamortized software costs exceed the net realizable value, if any, is recognized as a charge to impairment expense in the period it is determined.

Software Development Costs for Internal Use

Development Costs for Software Intended for Internal Use

Costs incurred in the preliminary stages of development are expensed as incurred and included in research and development or general and administrative expense in the consolidated statements of operations.

3 unchanged sentences

Maintenance and training costs are expensed as incurred.

Capitalized internal-use software costs are recorded as intangible assets and are amortized on a straight-line basis to depreciation and amortization expense in the

Capitalized internal-use software costs are

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

consolidated statement of operations over the estimated useful life of the software.

recorded as intangible assets and are amortized on a straight-line basis to depreciation and amortization expense in the consolidated statement of operations over the estimated useful life of the software.

The Company tests these assets for impairment whenever events or circumstances occur that could impact their recoverability.

35 unchanged sentences

Product tooling is depreciated over 13 months.

Computer equipment, purchased software, vehicles, production equipment, and furniture and fixtures, are depreciated over useful lives ranging from 2 to 7 years.

Amortization of equipment under finance leases is included in depreciation expense.

Computer equipment, purchased software, vehicles, production

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

equipment, and furniture and fixtures, are depreciated over useful lives ranging from 2 to 7 years.

Amortization of equipment under finance leases is included in depreciation expense.

Expenditures for repairs and maintenance are expensed as incurred.

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Upon conversion, exercise or expiration of a derivative financial instrument, the instrument is marked to fair value.

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Research and Development

2 unchanged sentences

Lease Accounting

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Lessee Arrangements

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Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized.

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The Company will continue to evaluate the necessity of the valuation allowance based on the remaining deferred tax assets.

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company recognizes the impact of an uncertain income tax position on an income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority.

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The Company recognizes share-based compensation expense over the requisite service period of each individual award, which generally equals the vesting period, using the straight-line method.

The Company evaluates the assumptions used to value stock awards on a quarterly basis.

The Company evaluates the assumptions used to value stock awards on the grant date of such awards.

If factors change and the Company employs different assumptions, share-based compensation expense may differ significantly from what it has recorded in the past.

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Recently Adopted Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50).

The ASU requires disclosure of the key terms of outstanding supplier finance programs and a rollforward of the related obligations.

The ASU does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations.

The ASU is effective for annual and interim periods beginning after December 15, 2022, except for the rollforward requirement, which is effective for annual periods beginning after December 15, 2023.

The Company adopted the ASU in the first quarter of 2023 and there was no impact to the consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires that an entity report segment information in accordance with Topic 280, Segment Reporting.

The amendment in the ASU is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The Company adopted this ASU in the current year with additional disclosures detailed in the subsequent notes.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

Early adoption is permitted.

A public entity should apply the amendments in ASU 2023-09 prospectively to all annual periods beginning after December 15, 2024.

The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

The Company adopted this ASU in the current year with additional disclosures detailed in the subsequent notes

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) .

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The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

ASU 2025-05 provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Accounting Standards Codification Topic 606:

Revenue from Contracts with Customers .

The practical expedient permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets.

This ASU is effective for fiscal years beginning after December 15, 2025 on a prospective basis, and for interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted.

The Company is currently evaluating the impact of the adoption of this pronouncement on its consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

ASU 2025-06 updates the recognition and capitalization framework to reflect current software development practices, including iterative and agile methodologies, by removing references to "development stages".

It also clarifies the criteria for capitalization, which begins when both of the following occur:

(1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended.

The amendments in ASU 2025-06 are effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods, which for the Company would be the fiscal first quarter ending February 28, 2029.

Early adoption is permitted as of the beginning of an annual reporting period.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

INSEEGO CORP.

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Year Ended December 31,

Services and other revenues $ 27,967 $ 28,402

Services and other cost of revenues 12,242 11,724

Software services and other revenues $ — $ 27,967

Software services and other cost of revenues — 12,242

Gross profit from discontinued operations — 15,725

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(a) The gain on sale realized in fiscal 2024 includes the release of Accumulated other comprehensive income of $ 6.1 million associated with the realization of cumulative translation gains attributed to the Telematics Business

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the Company’s Telematics Business’ held for sale assets and liabilities in the Consolidated Balance Sheet (in thousands):

Current assets:

Cash and cash equivalents $ 5,110

Accounts receivable, net 4,414

Inventories 2,325

Prepaid expenses and other 274

Current assets held for sale 12,123

Non-current assets:

Property, plant and equipment, net 369

Rental assets, net 5,083

Intangible assets, net 1,422

Goodwill 17,973

Operating lease right-of-use assets 1,390

Non-current assets held for sale 26,237

Total assets held for sale $ 38,360

Current liabilities:

Accounts payable $ 1,387

Accrued expenses and other current liabilities 5,973

Current liabilities held for sale 7,360

Long-term liabilities:

Operating lease liabilities 1,067

Deferred tax liabilities, net 568

Other long-term liabilities 9

Non-current liabilities held for sale 1,644

Total liabilities held for sale $ 9,004

The Company also entered into a transition services agreement (“TSA”) with the Purchaser of the Telematics Business that commenced on November 27, 2024, to provide and receive customary services that relate to information technology infrastructure, website hosting, and transition support for a period not expected to exceed approximately 10 months.

Any amounts charged by the Company to the Purchaser under the TSA arrangement will not be recorded as revenue.

Income taxes related to discontinued operations in the year ended December 31, 2025 relate to the deregistration process for the Company’s remaining subsidiaries in South Africa, which do not have operations.

As the sale of the Telematics Business was completed on November 27, 2024, there were no assets or liabilities held for sale as of either December 31, 2025 or December 31, 2024.

INSEEGO CORP.

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The following table represents details of the amortization of finite-lived intangible assets that is estimated to be expensed in the future (in thousands):

Thereafter 903

Total $ 18,755

Fair Value Measurements

The Company’s only financial instrument measured at fair value on a recurring basis is its interest make-whole payment derivative liability on its 2025 Convertible Notes (see Note 6 – Debt ).

The fair value of that liability was zero as of both December 31, 2024 and 2023.

The interest make-whole payment derivative liability is a Level 3 instrument.

No transfers between levels occurred during the years ended December 31, 2024 and 2023.

The fair value of the interest make-whole payment derivative liability was determined using a Monte Carlo model with the following key assumptions:

December 31, 2024 December 31, 2023

Volatility 93 % 77 %

Stock price $ 10.26 per share

$ 2.20 per share

Credit spread 14.00 % 92.20 %

Term 0.34 years 1.34 years

Dividend yield — % — %

Risk-free rate 4.33 % 4.60 %

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The estimated fair value of the interest make-whole derivative liability at December 31, 2024 and 2023 was determined using assumptions which include an implied credit spread rate for notes with a similar term, the expected volatility and dividend yield of the Company’s common stock and the risk-free interest rate.

During the years ended December 31, 2024 and 2023, there were no conversions of the 3.25 % convertible senior notes due 2025 (the “2025 Convertible Notes”) into shares of the Company’s common stock.

During the years ended December 31, 2024 and 2023, there were no changes in the fair value of the interest make-whole liability.

Fair Value Measurements

The following table sets forth the fair value of the financial assets and liabilities measured on a recurring basis and indicates the fair value hierarchy utilized to determine such fair value (in thousands):

December 31, 2025

Total Level 1 Level 2 Level 3

Cash equivalents:

Money market funds 17,737 17,737 — —

Total cash equivalents 17,737 17,737 — —

No transfers between levels occurred during the years ended December 31, 2025 or December 31, 2024.

The Company also had an interest make-whole payment derivative liability on its 2025 Convertible Notes (as defined in Note 6 – Debt ) that was measured at fair value on a recurring basis prior to the maturity and full repayment of the 2025 Convertible Notes on May 1, 2025.

The fair value of that liability was zero as of December 31, 2024.

The interest make-whole payment derivative liability was a Level 3 instrument and was valued using a Monte Carlo model.

During the years ended December 31, 2025 and December 31, 2024, there were no conversions of the 2025 Convertible Notes into shares of the Company’s common stock.

There were also no changes in the fair value of the interest make-whole liability during the years ended December 31, 2025 or December 31, 2024.

Other Financial Instruments

The carrying values of the Company’s other financial assets and liabilities approximate their fair values because of their short-term nature, with the exception of the 2029 Senior Secured Notes and 2025 Convertible Notes.

The 2029 Senior Secured Notes and 2025 Convertible Notes are carried at amortized cost, with the 2025 Convertible notes being adjusted for changes in fair value of the embedded interest make-whole payment derivative.

As detailed in Note 6 – Debt below, the 2029 Senior Secured Notes were initially recorded upon issuance at fair value.

As detailed in Note 6 – Debt below, the 2029 Senior Secured Notes were initially recorded upon issuance on November 6, 2024 at fair value.

The fair value of the 2029 Senior Secured Notes was determined based on a discounted cash flow model, which represents a Level 3 measurement.

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The use of different assumptions could have a material effect on the fair value estimates.

Also detailed below in Note 6 – Debt, the Short-Term Loan (defined below) was initially recorded at an amount equal to the allocated gross proceeds of the loan based on the relative fair values of the Short-Term Loan and the Short-Term Loan Warrants (defined below) issued in connection with the loan.

Also detailed below in Note 6 – Debt, the Short-Term Loan (defined below) was initially recorded upon issuance on June 28, 2024 at an amount equal to the allocated gross proceeds of the loan based on the relative fair values of the Short-Term Loan and the Short-Term Loan Warrants (defined below) issued in connection with the loan.

The fair value of the Short-Term Loan used to allocate the gross proceeds was determined using a discounted cash flow model based on assumptions such as the amount and timing of the future cash flows and an estimated market yield of 27.57 %, which represents a Level 3 measurement.

6 unchanged sentences

The following table provides weighted-average quantitative information, based on the relative number of warrants issued, regarding inputs used in the Black-Scholes option-pricing model to determine the fair value of the warrants at their respective issuance dates:

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31,

3 unchanged sentences

Expected term (in years):

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Working Capital Facility

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.

Priority of the obligations of the Company with respect to the Working Capital Facility is senior to the priority of the obligations of the Company with respect to the 2029 Senior Secured Notes on the assets of the Company which constitute current assets and junior to the priority to the obligations of the company with respect to the 2029 Senior Secured Notes on the assets of which company which are not current assets, as set forth in the Working Capital Facility Agreement.

The Working Capital Facility contains customary events of default, including a cross-default and cross-payment default for certain indebtedness in an aggregate principal amount in excess of $ 1.0 million and a cross-default for certain termination events under Swap Contracts with a termination value (determined in accordance with the terms of the Working Capital Facility Agreement) in excess of $ 1.0 million, as set forth in the Working Capital Facility Agreement.

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.

2029 Senior Secured Notes

In connection with the 2025 Convertible Note exchange executed on November 6, 2024, as detailed further below in 2025 Convertible Note Repurchases and Exchanges , the Company issued to multiple noteholders approximately $ 40.9 million in principal amount of new senior secured notes due in 2029 (the “2029 Senior Secured Notes”).

In connection with the 2025 Convertible Note exchange executed on November 6, 2024, as detailed further below in Repurchases and Exchanges of 2025 Convertible Notes , the Company issued to multiple noteholders approximately $ 40.9 million in principal amount of new senior secured notes due in 2029 (the “2029 Senior Secured Notes”).

The 2029 Senior Secured Notes bear interest at 9.0 % per annum, to be paid in cash, in arrears, on a semi-annual basis, and have a maturity date of May 1, 2029.

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The Company may redeem all or part of the 2029 Senior Secured Notes at any time prior to May 1, 2029 at a redemption price equal to 100 % of the principal amount of the 2029 Senior Secured Notes to be redeemed, plus the present value of the sum of all required interest payments from such redemption date through May 1, 2029 at such redemption date, plus accrued and unpaid interest on such 2029 Senior Secured Notes to, but excluding, the redemption date.

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company incurred $ 1.7 million of issuance costs for the 2029 Senior Secured Notes, $ 0.7 million of which was allocated to debt issuance costs and recorded as a direct reduction of the carrying amount of the 2029 Senior Secured Notes, $ 0.6 million of which was allocated to the common stock and $ 0.4 million of which was allocated to the warrants issued to the holders of the 2029 Senior Secured Notes and recorded within additional paid-in capital on the Consolidated Balance Sheets.

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Net carrying amount $ 41,611 $ 41,830

On January 14, 2026, the Company issued $ 8.0 million in additional principal of the Company’s existing 2029 Senior Secured Notes in connection with the exchange of its outstanding preferred stock.

See Note 14 – Subsequent Events below for further details.

2025 Convertible Notes

In 2020, the Company completed both a registered public offering and a privately negotiated exchange agreement that resulted in the issuance of 3.25 % convertible senior notes due in 2025 (the “2025 Convertible Notes”).

The 2025 Convertible Notes matured on May 1, 2025.

The 2025 Convertible Notes were senior unsecured obligations of the Company and bore interest at an annual rate of 3.25 %, which was payable semi-annually in arrears on May 1 and November 1 of each year.

Repurchases and Exchanges of 2025 Convertible Notes

Throughout the year ended December 31, 2024, the Company entered into a series of repurchase and exchange agreements with various holders of the Company’s 2025 Convertible Notes, some of whom were considered related parties of the Company.

In summary, as a result of these repurchase and exchange agreements, the Company exchanged $ 146.9 million of outstanding principal of the 2025 Convertible Notes in exchange for $ 33.8 million of cash, $ 40.9 million of principal of the 2029 Senior Secured Notes, 2.9 million shares of the Company’s common stock, and warrants to purchase an aggregate of approximately 2.5 million shares of the Company’s common stock.

As of December 31, 2024, $ 14.9 million of principal amount of the 2025 Convertible Notes was outstanding, none of which was held by related parties.

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.

As a result of these restructurings, the Company recorded a net loss on extinguishment of debt of $ 2.9 million within loss on debt restructurings, net in the Consolidated Statement of Operations and Comprehensive Income for the year ended December 31, 2024.

For more information on the terms of the warrants issued as a part of these restructuring agreements, please see Note 8 – Stockholders' Equity (Deficit).

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The 2025 Convertible Notes as of December 31, 2024 consisted of the following (in thousands):

Principal $ 14,949

unamortized debt discount ( 25 )

unamortized issuance costs ( 19 )

Net carrying amount $ 14,905

Short-Term Loan

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As of the date hereof, affiliates of each of the Lender and North Sound Ventures, LP may be deemed to beneficially own more than 5 % of the Company’s outstanding Common Stock.

Avery, a member of the Company’s Board of Directors, currently serves as

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Senior Managing Director of Tavistock Group, an affiliate of the Lender.

Avery, a member of the Company’s Board of Directors, currently serves as Senior Managing Director of Tavistock Group, an affiliate of the Lender.

Accordingly, the Lender and the Participating Lenders are considered related parties of the Company.

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After multiple voluntary prepayments, the remaining entire principal balance was repaid in full on November 30, 2024.

2025 Convertible Notes

In May 2020, the Company completed both a registered public offering, and a privately negotiated exchange agreement, that resulted in the issuance of the 2025 Convertible Notes.

After taking into account exchanges and redemptions, the outstanding principal balance of the 2025 Convertible Notes as of December 31, 2024 and December 31, 2023 was $ 14.9 million and $ 161.9 million, respectively.

The 2025 Convertible Notes were issued under an indenture, dated May 12, 2020 (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated May 12, 2020 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.

The 2025 Convertible Notes will mature on May 1, 2025, unless earlier repurchased, redeemed or converted.

The 2025 Convertible Notes are senior unsecured obligations of the Company and bear interest at an annual rate of 3.25 %, payable semi-annually in arrears on May 1 and November 1 of each year.

Holders of the 2025 Convertible Notes may convert the 2025 Convertible Notes into shares of the Company’s common stock (together with cash in lieu of any fractional share), at their option, at any time until the close of business on the scheduled trading day immediately before the maturity date.

Upon conversion of the 2025 Convertible Notes, the Company will deliver for each $1,000 principal amount of 2025 Convertible Notes converted a number of shares of the Company’s common stock (together with cash in lieu of any fractional share), equal to the conversion rate.

The initial conversion rate for the 2025 Convertible Notes is 7.92896 shares of common stock per $1,000 principal amount of 2025 Convertible Notes, which represents an initial conversion price of approximately $ 126.12 per share, and is subject to adjustment upon the occurrence of certain events, including, but not limited to, certain stock dividends, splits and combinations, the issuance of certain rights, options or warrants to holders of the common stock, certain distributions of assets, debt securities, capital stock or other property to holders of the common stock, cash dividends on the common stock and certain Company tender or exchange offers.

If a fundamental change (as defined in the Indenture) occurs at any time prior to the maturity date, then the noteholders may require the Company to repurchase their 2025 Convertible Notes at a cash repurchase price equal to the principal amount of the 2025 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

If a make-whole fundamental change (as defined in the Indenture) occurs, then the Company will in certain circumstances increase the conversion rate for a specified period of time.

The 2025 Convertible Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after May 6, 2023 through the last scheduled trading day before the maturity date, at a cash redemption price equal to the principal amount of the 2025 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, as long as the last reported sale price per share of the common stock exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice;

and (ii) the trading day immediately before the date the Company sends such notice.

The Indenture contains customary events of default.

If an event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, the Trustee, by notice to the Company, or the

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

holders of the 2025 Convertible Notes representing at least 25 % in aggregate principal amount of the outstanding 2025 Convertible Notes, by notice to the Company and the Trustee, may declare 100 % of the principal of, and all accrued and unpaid interest on, all of the then outstanding 2025 Convertible Notes to be due and payable immediately.

Upon the occurrence of certain events of bankruptcy, insolvency or reorganization involving the Company, 100 % of the principal of, and all accrued and unpaid interest on, all of the then outstanding 2025 Convertible Notes will automatically become immediately due and payable.

Notwithstanding the foregoing, the Indenture provides that, to the extent the Company elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the first 360 days after such event of default, consist exclusively of the right to receive additional interest on the 2025 Convertible Notes.

Interest make-whole payment

The 2025 Convertible Notes also include an interest make-whole payment feature whereby if the last reported sale price of the Company’s common stock for each of the five trading days immediately preceding a conversion date is greater than or equal to $ 105.10 , the Company will, in addition to the other consideration payable or deliverable in connection with such conversion, make an interest make-whole payment to the converting holder equal to the sum of the present values of the scheduled payments of interest that would have been made on the 2025 Convertible Notes to be converted had such notes remained outstanding from the conversion date through the earlier of (i) the date that is three years after the conversion date and (ii) the maturity date.

The present values will be computed using a discount rate equal to 1 %.

The Company will satisfy its obligation to pay the interest make-whole payment, at its election, in cash or shares of common stock (together with cash in lieu of fractional shares).

The Company has determined that this feature is an embedded derivative and has recognized the fair value of this derivative as a liability in the consolidated balance sheets, with subsequent changes to fair value to be recorded at each reporting period on the consolidated statement of operations in other income, net.

See Note 5 – Fair Value Measurements , for more information on this derivative liability.

2025 Convertible Note Repurchases and Exchanges

For more information on the terms of the warrants issued as a part of these restructuring agreements, please see Note 8 – Stockholders' Equity (Deficit).

As of December 31, 2024, no amount of principal of the 2025 Convertible Notes was held by related parties.

As of December 31, 2023, $ 80.4 million of principal of the 2025 Convertible Notes was held by related parties.

The 2025 Convertible Notes consist of the following (in thousands):

Principal $ 14,949 $ 161,898

fair value of embedded derivative — —

unamortized debt discount ( 25 ) ( 1,106 )

unamortized issuance costs ( 19 ) ( 880 )

Net carrying amount $ 14,905 $ 159,912

Asset-Backed Revolving Credit Facility

On August 5, 2022, the Company entered into a Loan and Security Agreement (the “Credit Agreement”), by and among Siena Lending Group LLC, as lender (“Lender”), Inseego Wireless, Inc., a Delaware corporation (“Inseego Wireless”), a subsidiary of the Company, and Inseego North America LLC, an Oregon limited liability company, an indirect subsidiary of the

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Company, as borrowers (together with Inseego Wireless, the “Borrowers”), and the Company, as guarantor (together with the Borrowers, the “Loan Parties”) as subsequently amended.

The Credit Agreement established a secured asset-backed revolving credit facility which is comprised of a maximum $ 50 million revolving credit facility (“Credit Facility”), with a minimum borrowing amount for interest calculations of $ 4.5 million upon execution of the Credit Agreement.

Availability under the Credit Facility was determined monthly by a borrowing base comprised of a percentage of eligible accounts receivable and eligible inventory of the Borrowers.

Prior Credit Facility

On August 5, 2022, the Company entered into a Loan and Security Agreement (as subsequently amended, the “Credit Agreement”), by and among Siena Lending Group LLC, as lender (“Lender”), Inseego Wireless, Inc., a Delaware corporation (“Inseego Wireless”), a subsidiary of the Company, and Inseego North America LLC, an Oregon limited liability company, an indirect subsidiary of the Company, as borrowers (together with Inseego Wireless, the “Borrowers”), and the Company, as guarantor (together with the Borrowers, the “Loan Parties”).

The Credit Agreement established a secured asset-backed revolving credit facility which is comprised of a maximum $ 50 million revolving credit facility (“Prior Credit Facility”), with a minimum borrowing amount for interest calculations of $ 4.5 million upon execution of the Credit Agreement.

Availability under the Prior Credit Facility was determined monthly by a borrowing base comprised of a percentage of eligible accounts receivable and eligible inventory of the Borrowers.

Outstanding amounts exceeding the borrowing base were to be repaid immediately.

The Borrowers’ obligations under the Credit Agreement were guaranteed by the Company.

The Credit Facility Parties’ obligations under the Credit Agreement were secured by a continuing security interest in all property of each Credit Facility Party, subject to certain Excluded Collateral (as defined in the Credit Agreement).

On May 2, 2023, (1) two related parties, South Ocean Funding, LLC and North Sound Ventures, LP (collectively, the “Credit Facility Participants”) collectively purchased a $ 4.0 million last-out subordinated participation interest in the Credit Agreement (the “Credit Facility Participation Interest”) from the Lender, and (2) the Borrowers entered into an amendment to the Credit Agreement which increased the borrowing base under the Credit Facility by $ 4.0 million, increased the minimum borrowing amount for interest calculations to $ 8.5 million, a nd modified certain covenants.

In connection with the purchase of the Credit Facility Participation Interest, we agreed to pay the Credit Facility Participants an aggregate exit fee (the “Exit Fee”) ranging from 7.5 % to 12.5 % of the amount of the Credit Facility Participation Interest, payable upon the earlier to occur of (a) the maturity date of the Credit Facility, (b) termination of the Lender’s commitment to make revolving loans prior to the scheduled maturity date of the Credit Facility, and (c) the early redemption of the Credit Facility Participation Interest, as applicable.

Further, the purchase of the Credit Facility Participation Interest granted an option for the Credit Facility Participants to purchase the subject revolving loan or to redeem its Credit Facility Participation Interest under certain circumstances.

The Credit Facility Participants are each affiliates of beneficial holders of greater than five percent of our outstanding common stock.

Effective April 18, 2024, the Company exercised its right to voluntarily pay-off and terminate the Credit Facility.

As a result of the termination, the Company paid the outstanding balance and related termination fees on the Credit Facility of approximately $ 3.0 million.

The Company also paid the Exit Fee in the aggregate amount of $ 0.4 million to the Credit Facility Participants.

The Prior Credit Facility Parties’ obligations under the Credit Agreement were secured by a

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

continuing security interest in all property of each Prior Credit Facility Party, subject to certain Excluded Collateral (as defined in the Credit Agreement).

On May 2, 2023, (1) two related parties, South Ocean Funding, LLC and North Sound Ventures, LP (collectively, the “Prior Credit Facility Participants”) collectively purchased a $ 4.0 million last-out subordinated participation interest in the Credit Agreement (the “Prior Credit Facility Participation Interest”) from the Lender, and (2) the Borrowers entered into an amendment to the Credit Agreement which increased the borrowing base under the Prior Credit Facility by $ 4.0 million, increased the minimum borrowing amount for interest calculations to $ 8.5 million, a nd modified certain covenants.

In connection with the purchase of the Prior Credit Facility Participation Interest, we agreed to pay the Prior Credit Facility Participants an aggregate exit fee (the “Exit Fee”) ranging from 7.5 % to 12.5 % of the amount of the Prior Credit Facility Participation Interest, payable upon the earlier to occur of (a) the maturity date of the Prior Credit Facility, (b) termination of the Lender’s commitment to make revolving loans prior to the scheduled maturity date of the Prior Credit Facility, and (c) the early redemption of the Prior Credit Facility Participation Interest, as applicable.

Further, the purchase of the Prior Credit Facility Participation Interest granted an option for the Prior Credit Facility Participants to purchase the subject revolving loan or to redeem its Prior Credit Facility Participation Interest under certain circumstances.

The Prior Credit Facility Participants are each affiliates of beneficial holders of greater than five percent of our outstanding common stock.

Effective April 18, 2024, the Company exercised its right to voluntarily pay-off and terminate the Prior Credit Facility.

As a result of the termination, the Company paid the outstanding balance and related termination fees on the Prior Credit Facility of approximately $ 3.0 million.

The Company also paid the Exit Fee in the aggregate amount of $ 0.4 million to the Prior Credit Facility Participants.

South Ocean Funding, LLC is an affiliate of Golden Harbor, Ltd.

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were beneficial owners of in excess of 5% of the Company’s outstanding common stock.

As a result of the voluntary pay-off, the Company recorded a loss on extinguishment of debt of $ 0.8 million within loss on extinguishment of revolving credit facility on the Consolidated Statements of Operations and Comprehensive Income during the twelve months ended December 31, 2024 .

Interest Expense Summary

9 unchanged sentences

Related party interest expense $ 2,689 411

Working Capital Facility

Contractual interest expense $ 15 $ —

Amortization of debt issuance costs 19 —

Total interest expense $ 34 $ —

2025 Convertible Notes

9 unchanged sentences

Related party interest expense $ — 4,721

Credit Facility

Prior Credit Facility

Contractual interest expense $ — $ 312

4 unchanged sentences

Consolidated interest expense $ 3,771 $ 10,906

The annualized effective interest rates, including the impact of non-cash interest expense, for the 2029 Senior Secured Notes, 2025 Convertible Notes, Short-Term Loan, and Credit facility for the year ended December 31, 2024 was 8.5 %, 4.2 %, 92.7 % and 36.1 %, respectively.

The annualized effective interest rates, including the impact of non-cash interest expense, for the 2025 Convertible Notes and Credit facility for the year ended December 31, 2023 was 4.2 % and 54.5 %, respectively.

The Company’s loss before income taxes for the years ended December 31, 2024 and 2023 is comprised of the following (in thousands):

The annualized effective interest rates, including the impact of non-cash interest expense, for the 2029 Senior Secured Notes and 2025 Convertible Notes for the year ended December 31, 2025 was 8.5 % and 4.1 %, respectively.

The annualized effective interest rates, including the impact of non-cash interest expense, for the 2029 Senior Secured Notes, 2025 Convertible Notes, Short-Term Loan, and Prior Credit Facility for the year ended December 31, 2024 was 8.5 %, 4.2 %, 92.7 % and 36.1 %, respectively.

The Company’s income (loss) before income taxes for the years ended December 31, 2025 and 2024 is comprised of the following (in thousands):

Year Ended December 31,

1 unchanged sentence

Foreign 180 203

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

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

INSEEGO CORP.

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Federal $ — $ —

State ( 20 ) 598

Foreign 52 29

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Operating lease liability 943 985

Other 130 351

Deferred tax assets 145,258 142,829

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At December 31, 2025 and 2024, the Company had valuation allowances of $ 143.9 million and $ 141.6 million, respectively.

The decrease of $ 7.9 million in 2024 was primarily related to the utilization of net operating losses due to the Company’s taxable income position.

During the year ended December 31, 2023, the valuation allowance increased by $ 9.3 million, primarily related to its deferred tax assets created during the year for entities with historical losses and full valuation allowances.

The increase of $ 2.3 million in 2025 was primarily related to the generation of taxable net operating losses and tax credit carryforwards due to the Company’s taxable loss position.

During the year ended December 31, 2024, the valuation allowance decreased by $ 7.9 million, primarily related to the utilization of net operating losses due to the Company’s taxable income position.

Based on the Company’s current position on valuation allowance, no net income tax benefits resulted in the Company’s consolidated statements of operations from the operating losses created during those years.

Beginning January 1, 2022, we are required to capitalize certain research and development expenditures in accordance with Section 174 of the Internal Revenue Code, as amended by the Tax Cuts and Jobs Act of 2017, instead of expensing such expenditures, as previously allowed.

Amortization of such capitalized expenditures are allowed over a 5-year period if incurred domestically or a 15-year period if incurred outside the United States.

The (benefit) provision for income taxes reconciles to the amount computed by applying the statutory federal income tax rate of 21% in 2024 and 2023 to loss before income taxes as follows (in thousands):

The (benefit) provision for income taxes reconciles to the amount computed by applying the statutory federal income tax rate of 21% in 2025 and 2024 to loss before income taxes as follows (in thousands, excluding percentages):

Post-ASU 2023-09 Adoption

Year Ended December 31,

Tax provision at the U.S.

federal statutory rate 269 21.0 %

State and local income taxes, net of federal income tax effect ( 32 ) ( 2.6 ) %

Foreign tax effects:

Statutory tax rate difference between China and the U.S.

( 26 ) ( 2.1 ) %

Other ( 5 ) ( 0.4 ) %

Statutory tax rate difference between South Africa and the U.S.

( 8 ) ( 0.6 ) %

Change in valuation allowance 35 2.7 %

Other 9 0.7 %

Other foreign jurisdictions 9 0.7 %

Effect of cross-border tax laws:

Foreign income inclusion (Subpart F and GILTI) true-ups ( 1,820 ) ( 142.0 ) %

Research and development credits ( 335 ) ( 26.1 ) %

Changes in valuation allowances 981 76.5 %

Nontaxable or nondeductible items:

Share-based compensation 452 35.2 %

Non-deductible officer compensation 413 32.3 %

Non-deductible expense 46 3.7 %

Other adjustments:

Foreign tax deduction ( 70 ) ( 5.5 ) %

Other prior year true-up 126 9.9 %

Income tax expense and effective income tax rate 44 3.4 %

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Pre-ASU 2023-09 Adoption

Year Ended December 31,

Federal tax benefit, at statutory rate $ ( 2,535 )

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Provision for income taxes $ 689

The following table presents supplemental cash flow information related to income taxes paid (net of refunds received):

Year Ended December 31,

US state and local:

Pennsylvania 185

South Africa 833

Total income taxes paid (net of refunds received) 1,361

At December 31, 2025, the Company had U.S.

federal net operating loss carryforwards (“NOLs”) related to tax years 2022 and prior of approximately $ 355.4 million.

federal net operating loss carryforwards (“NOLs”) related to tax years 2025 and 2022 and prior of approximately $ 374.0 million.

Approximately $ 119.6 million of these NOLs have no expiration date.

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An analysis was performed for the period through December 31, 2024 and did not identify any events of such cumulative change in ownership during the review period.

There were no ownership changes filed with the Securities and Exchange Commission during 2025 and the Company does not believe there were any ownership changes that would trigger any limitations imposed by Sections 382 or 383 through December 31, 2025.

The Company will continue monitoring any future changes in stock ownership.

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Accordingly, no provision has been made for foreign withholding taxes on U.S.

income taxes which may become payable if undistributed earnings of the foreign subsidiary were paid as dividends to the Company.

The Company has recorded an income tax of $ 0.9 million representing estimated dividend withholding tax in connection with its plan to distribute funds from its discontinued Telematics operations in the first quarter of 2025.

The Company follows the accounting guidance related to financial statement recognition, measurement and disclosure of uncertain tax positions.

The Company recognizes the impact of an uncertain income tax position on an income tax return at the

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority.

income taxes which may become payable if undistributed earnings of the foreign subsidiary were paid as dividends to the Company.

The Company has recorded an income tax of $ 0.4 million representing the estimated dividend withholding tax in connection with its plan to deregister its discontinued Telematics operations and remit the remaining assets to the Company.

This deregistration is expected to occur in the first half of 2026.

The Company follows the accounting guidance related to financial statement recognition, measurement and disclosure of uncertain tax positions.

An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.

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Increases related to current and prior year tax positions 719

Decreases from lapses of statute of limitations and prior year tax positions ( 30,782 )

Balance at December 31, 2024 13,358

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However, because audit outcomes and the timing of audit settlements are subject to significant uncertainty, the Company’s current estimate of the total amounts of unrecognized tax benefits could increase or decrease for all open years.

On August 16, 2022, Congress passed, and the President signed into law, the Inflation Reduction Act of 2022 (the “IRA”), which includes certain business tax provisions.

The IRA provides for excise taxes on corporate stock buy-backs and a minimum tax on corporate financial statement income in excess of $1.0 billion.

These new provisions became effective January 1, 2023.

The IRA had no material impact on the Company’s effective tax rate or income tax expense for the year ending December 31, 2024.

The Company is currently under examination by the Internal Revenue Service (“IRS”) for its 2023 federal tax return.

At this stage, the Company cannot reasonably estimate the ultimate outcome of the examination but do not believe any impact will have a material impact to its income tax expense.

On July 4, 2025, Congress passed, and the President signed into law, the One Big Beautiful Bill Act (the “OBBBA”), which includes certain business tax provisions, including full deduction of domestic research and development expenditures for tax years beginning January 1, 2025, and to elect, if so desired, to expense in 2025 such expenditures that were deferred in 2022 through 2024.

The OBBBA also provided changes in deductibility of executive compensation for publicly traded companies and changes in the calculation of the business interest deduction among other changes - most of which were made effective January 1, 2025.

While the OBBBA did not materially affect our income tax expense in 2025, it did materially increase the Company’s 2025 tax deductible research and experimental expenses and business interest expense, which contributed to the Company incurring an estimated U.S.

taxable loss in 2025 of approximately $ 12.4 million.

Stockholders' Equity (Deficit)

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The Series E Preferred Stock is perpetual and has no maturity date.

However, the Company may, at its option, redeem shares of the Series E Preferred Stock, in whole or in part, on or after July 1, 2022, at a price equal to 110 % of the Series E Base Amount plus (without duplication) any accrued and unpaid dividends.

However, the Company may, at its option, redeem shares of the Series E Preferred Stock, in whole or in part, on or after July 1,

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2022, at a price equal to 110 % of the Series E Base Amount plus (without duplication) any accrued and unpaid dividends.

The “Series E Base Amount” means $ 1,000 per share, plus any accrued but unpaid dividends, whether or not declared by the Company’s Board of Directors, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series E Preferred Stock.

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The aggregate liquidation preference of the issued and outstanding shares of Series E Preferred Stock as of December 31, 2025 was $ 42.0 million.

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dividends declared, but not paid, related to the Series E Preferred Stock resulted in $ 17.0 million and $ 13.4 million of dividends accrued, approximating $ 678.66 and $ 535.71 per preferred share, as of December 31, 2025 and 2024, respectively.

In January 2026, the Company executed an exchange agreement under which all 25,000 outstanding shares of Series E preferred stock were exchanged for a combination of cash, common stock, and debt.

See Note 14 – Subsequent Events for further details.

As of December 31, 2025, the Company had 150,000,000 shares of $ 0.001 par value common stock authorized for issuance and 15,388,978 shares issued and outstanding.

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As discussed in Note 5 – Fair Value Measurements above, the Company also incurred issuance costs related to the 2029 Senior Secured Notes and common stock issued, $ 0.6 million of which was allocated to the common stock issued and recorded within additional paid-in capital within the Company’s consolidated balance sheets.

In January 2021, the Company entered into an Equity Distribution Agreement with Canaccord Genuity LLC (the “Agent”), pursuant to which the Company may offer and sell, from time to time, through or to the Agent, up to $ 40.0 million of shares of its common stock (the “ATM Offering”).

During the year ended December 31, 2023 the Company sold 803,596 shares of common stock, at an average price of $ 7.54 per share, for net proceeds of $ 5.9 million, after deducting underwriter fees and discounts.

Effective as of November 2, 2023, the Equity Distribution Agreement was terminated by the Company, and there will be no further sales under the ATM Offering.

INSEEGO CORP.

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The warrants are subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions and contain customary registration rights with respect to the shares of common stock issuable upon exercise of the warrants.

As of December 31, 2024, none of the warrants have been exercised.

The warrants issued during the year ended December 31, 2024 are the only outstanding warrants as of December 31, 2025.

There were no outstanding warrants issued as of December 31, 2023.

The number and exercise price of the warrants issued during the year ended December 31, 2024 are as follows:

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As discussed in Note 5 – Fair Value Measurements above, the Company also incurred issuance costs related to the 2029 Senior Secured Notes and warrants, $ 0.4 million of which was allocated to the warrants issued and recorded within additional paid-in capital within the Company’s consolidated balance sheets.

During the year ended December 31, 2025, holders exercised 88,534 warrants, resulting in the issuance of 88,534 shares of the Company’s common stock.

The Company received aggregate cash proceeds of $ 1.0 million from these exercises.

The weighted-average exercise price of warrants exercised during the period was $ 11.03 per share.

The following table summarizes warrant activity for the years ended December 31, 2025 and 2024:

Warrants Weighted-Average Exercise Price

Outstanding — December 31, 2023 —

Issued during the period 3,018,304 $ 12.59

Outstanding — December 31, 2024 3,018,304 $ 12.59

Exercised during the period ( 88,534 ) $ 11.03

Outstanding — December 31, 2025 2,929,770 $ 12.63

Share-based Compensation

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The Compensation Committee of the Board of Directors administers the plans.

Under the 2018 Plan, shares of common stock may be issued upon the exercise of stock options, in the form of restricted stock, or in settlement of RSUs or other awards, including awards with alternative vesting schedules such as performance-based criteria.

The 2018 Plan authorizes 5,775,308 shares, of which 2,602,875 remain available for future grants.

Under the 2018 Plan, shares of common stock may be issued upon the exercise of stock options, in the form of restricted stock, or in settlement of RSUs or other

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

awards, including awards with alternative vesting schedules such as performance-based criteria.

The 2018 Plan authorizes 5,775,308 shares, of which 1,520,208 remain available for future grants as of December 31, 2025.

For the years ended December 31, 2025 and 2024, the following table presents total share-based compensation expense in each functional line item on the consolidated statements of operations (in thousands):

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The weighted-average fair value of stock option awards granted during the years ended December 31, 2025 and 2024 was $ 6.99 and $ 5.82 , respectively.

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the Company’s stock option activity for the years ended December 31, 2025 and 2024 (dollars in thousands, except per share data):

13 unchanged sentences

Exercisable — December 31, 2025 147,729 $ 32.81 4.46 $ 273

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the year ended December 31, 2025, the Company granted stock options to their CEO in connection with his hiring on January 6, 2025.

These stock options contain a requirement that in order to be exercisable, the Company’s closing stock price must exceed the exercise price of the awards for 20 of the 30 trading-days immediately prior to the requested exercise date.

The Company granted a total of 850,000 of these options to the CEO at a weighted average exercise price of $ 18.46 .

The total grant-date fair value of the options was $ 6.7 million and will be expensed over the four-year vesting term of the awards.

These options granted to the Company’s CEO were valued using a Monte Carlo simulation model.

The following table details the key assumptions utilized in the Monte Carlo simulation model used to calculate the grant-date fair value of the awards:

January 6, 2025

Valuation date stock price $ 11.23

Simulation term (years) 10

Risk-free interest rate 4.57 %

Volatility 84.00 %

Expected dividend yield — %

The total intrinsic value of stock options exercised to purchase common stock during the year ended December 31, 2025 was approximately $ 0.1 million.

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RSUs generally vest over a three - to four-year period.

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of restricted stock unit activity under all plans for the years ended December 31, 2025 and 2024 is presented below:

9 unchanged sentences

Non-vested — December 31, 2025 1,846,156 11.65

During the year ended December 31, 2025, the Company granted RSUs to their CEO in connection with his hiring on January 6, 2025.

The Company granted the CEO 124,347 RSUs that contain a time-based vesting requirement (“Time-based CEO RSUs”) with a total grant-date fair value of $ 1.4 million that vest over four years .

The Company also granted the CEO RSUs that contain a market-based vesting condition in addition to a time-based vesting requirement (“Market-based CEO RSUs”).

The Company granted 167,910 of these Market-based CEO RSUs with a total grant-date fair value of $ 3.2 million that will be expensed over the three-year vesting term of the awards.

The actual number of shares to be issued upon completion of the time-based vesting requirement of the Market-based CEO RSUs is dependent upon the Company’s share price performance relative to the total shareholder return of Russell Microcap Index (“rTSR”) over the vesting period, ranging from 0 % to 200 % of the number of market-based RSUs granted.

The following table details the key assumptions utilized in the Monte Carlo simulation model used to calculate the grant-date fair value of the Market-based CEO RSUs:

January 6, 2025

Valuation date stock price $ 11.23

Simulation term (years) 3

Risk-free interest rate 4.25 %

Volatility 105.63 %

Expected dividend yield — %

Correlation coefficient 0.3741

During the years ended December 31, 2025 and 2024, the total fair value of shares vested was $ 3.7 million and $ 2.0 million, respectively.

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The ESPP permits eligible employees of the Company to purchase newly issued shares of common stock, at a price equal to 85 % of the lower of the fair market value on (i) the first day of the offering period or (ii) the last day of each six-month purchase period, through payroll deductions of up to 10 % of their annual cash compensation.

Under the ESPP, a maximum of 722,280 shares of common stock may be purchased by eligible employees.

Under the ESPP, a maximum of 722,280 shares of common stock may be purchased by eligible employees, of which 429,578 remain available for future purchase as of December 31, 2025.

During the years ended December 31, 2025 and 2024, the Company issued 70,442 shares and 26,096 shares, respectively, under the ESPP.

The Company recognized approximately $ 0.3 million and $ 0.1 million of share-based compensation expense related to the ESPP during the years ended December 31, 2025 and 2024, respectively.

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income (Loss) per Share

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Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock using the treasury stock method.

Potentially dilutive securities (consisting primarily of the 2025 Convertible Notes calculated

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

using the if-converted method and warrants, stock options and RSUs calculated using the treasury stock method) are excluded from the diluted EPS computation in loss periods and when their effect would be anti-dilutive.

Potentially dilutive securities (consisting primarily of warrants, stock options and RSUs calculated using the treasury stock method and the 2025 Convertible Notes calculated using the if-converted method) are excluded from the diluted EPS computation in loss periods and when their effect would be anti-dilutive.

The calculation of basic and diluted earnings per share was as follows (in thousands, except share and per share data):

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Basic and Diluted EPS

Loss from continuing operations $ ( 14,369 )

Income from continuing operations $ 1,238

preferred stock dividends ( 3,574 )

Loss from continuing operations attributable to common stockholders ( 2,336 ) 15,129,030 $ ( 0.15 )

Income from discontinued operations, net of tax 18,941 12,535,756 $ 1.51

Income attributable to common stockholders $ 1,303 12,535,756 $ 0.10

Loss from discontinued operations, net of tax ( 400 ) 15,129,030 $ ( 0.03 )

Loss attributable to common stockholders $ ( 2,736 ) 15,129,030 $ ( 0.18 )

Year Ended December 31, 2024

3 unchanged sentences

Loss from continuing operations attributable to common stockholders ( 17,638 ) 12,535,756 $ ( 1.41 )

Loss from discontinued operations, net of tax ( 1,169 ) 11,372,069 $ ( 0.10 )

Loss attributable to common stockholders $ ( 49,176 ) 11,372,069 $ ( 4.32 )

Income from discontinued operations, net of tax 18,941 12,535,756 $ 1.51

Income attributable to common stockholders $ 1,303 12,535,756 $ 0.10

(*) Adjusted retroactively for reverse stock split that occurred on January 24, 2024, see Note 1

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The Company is regularly required to directly or indirectly participate in other U.S.

patent infringement actions pursuant to its contractual indemnification obligations to certain customers.

Based on an evaluation of these matters the Company currently believes that liabilities arising from, or sums paid in settlement of these existing matters, if any, would not have a material adverse effect on its consolidated results of operations or financial condition.

patent infringement actions pursuant to its

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

contractual indemnification obligations to certain customers.

Indemnification

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Weighted-average discount rate 7.0 % 9.0 %

The components of lease cost were as follows (in thousands):

The components of lease costs included in operating costs and expenses were as follows (in thousands):

Year Ended December 31,

Operating lease costs included in operating costs and expenses $ 1,578 $ 1,521

Operating lease costs $ 1,287 $ 1,578

Gain on early lease termination $ 443 $ —

Impairment of operating lease right-of-use assets $ — $ 138

Supplemental cash flow information related to leases was as follows (in thousands):

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Operating right-of-use assets obtained in exchange for lease liabilities $ 2,042 $ —

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The future minimum payments under operating leases were as follows at December 31, 2025 (in thousands):

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Segment Information

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As previously detailed in Note 1 – Nature of Business and Significant Accounting Policies, the Company operates as one reportable segment.

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”).

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

The accounting policies of our one reportable segment are the same as those described in Note 1 – Nature of Business and Significant Accounting Policies.

2 unchanged sentences

The following table details the revenues, significant expenses and other segment items regularly provided to the CODM:

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31,

9 unchanged sentences

Adjusted depreciation and amortization (4)

11,048 17,088

Capitalizable software development expenditures 10,047 4,248

3 unchanged sentences

Impairment of capitalized software 384 927

Gain on early lease termination ( 443 ) —

Right-of-use asset impairment — 138

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Total $ 166,188 $ 191,244

Substantially all of the Company’s long-term assets are located within the United States.

INSEEGO CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Substantially all of the Company’s long-term assets are located within the United States.

Concentrations of Risk

1 unchanged sentence

For the year ended December 31, 2025, two customers accounted for 62.2 % and 26.4 % of revenues, respectively.

For the year ended December 31, 2023, three customers accounted for 37.0 %, 31.8 %, and 17.6 % of revenues, respectively.

At December 31, 2024, three customers accounted for 33.6 %, 22.8 %, and 18.8 % of total accounts receivable, net, respectively.

For the year ended December 31, 2024, two customers accounted for 41.9 % and 33.6 % of revenues, respectively.

At December 31, 2025, two customers accounted for 52.9 % and 16.0 % of total accounts receivable, net, respectively.

At December 31, 2024, three customers accounted for 33.6 %, 22.8 % and 18.8 % of total accounts receivable, net, respectively.

4 unchanged sentences

Subsequent Events

Appointment of New Chief Executive Officer

On January 6, 2025, the Company’s Board of Directors appointed Juho Sarvikas as Chief Executive Officer of the Company, effective immediately.

Sarvikas was also appointed as a member of the Company’s Board of Directors.

Sarvikas, 42, has worked most recently as president of North America for Qualcomm Incorporated since April 2021.

Sarvikas was granted the following equity awards pursuant to his appointment:

(i) options to purchase 855,000 shares of common stock, which are subject to both service and market-based vesting requirements and vest over four years ;

(ii) 167,910 restricted stock units which are subject to both service and market-based vesting requirements and vest over three years ;

and (iii) 124,347 restricted stock units which are subject only to service conditions and vest over four years .

Preferred Stock Exchange

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

Pursuant to the Preferred Stock Exchange Agreement, on the Preferred Stock Exchange Closing Date all of the outstanding shares of Series E Preferred Stock, which had a liquidation value of $ 42.0 million as of December 31, 2025, were surrendered and forfeited by the Preferred Stock Holder in exchange for $ 10.0 million in cash, one-third of which was paid on the Preferred Stock Exchange Closing Date and the balance of which will be paid in two equal installments on the six and twelve month anniversaries of the Preferred Stock Exchange Closing Date, 767,165 shares of the Company’s common stock, and $ 8.0 million in additional principal amount of the Company’s existing 9.0 % 2029 Senior Secured Notes.

The shares of common stock and 2029 Senior Secured Notes were issued to the Preferred Stock Holder on the Preferred Stock Exchange Closing Date.

The 2029 Senior Secured Notes issued to the Preferred Stock Holder have the same terms as the outstanding $ 40.9 million aggregate principal amount of 2029 Senior Secured Notes originally issued on November 6, 2024, and were issued pursuant to the Base Indenture and Supplemental Indenture entered into on that date by the Company, certain of its subsidiaries, as guarantors, and Wilmington Savings Fund Society, FSB, as trustee and collateral agent.

The Preferred Stock Exchange Agreement provides the Preferred Stock Holder with customary registration rights with respect to the common stock issued, 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 Preferred Stock Exchange Closing Date.

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 9A. Controls and Procedures