What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-08 compared with 2025-11-07 · 149 added, 314 removed, 417 unchanged (53% of the section changed)

3 unchanged sentences

(In thousands, except par value, share and per share data)

September 30,

2026 December 31,

17 unchanged sentences

Accrued expenses and other current liabilities 27,397 24,856

2025 Convertible Notes, net — 14,905

Total current liabilities 52,138 48,439

10 unchanged sentences

Preferred stock, par value $ 0.001 ;

39,500 shares designated, 25,000 shares issued and outstanding as of both September 30, 2025 and December 31, 2024 (aggregate liquidation preference of $ 41,043 as of September 30, 2025)

39,500 shares designated, no shares outstanding as of March 31, 2026, 25,000 issued and outstanding as of and December 31, 2025 (aggregate liquidation preference of $ 41,966 as of December 31, 2025)

Common stock, par value $ 0.001 ;

150,000,000 shares authorized, 15,212,522 and 14,990,712 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

150,000,000 shares authorized, 16,228,548 and 15,388,978 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 871,990 903,899

5 unchanged sentences

INSEEGO CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except share and per share data)

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Mobile solutions $ 16,688 $ 17,790

18 unchanged sentences

Interest expense ( 1,061 ) ( 1,026 )

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

Gain on debt restructurings, net — 12,366 — 13,690

Other income (expense), net 125 303

3 unchanged sentences

Income (loss) from discontinued operations (net of income tax provision (benefit) of $ — and $ 400 , respectively)

— 1,426 ( 400 ) 3,032

Net income (loss) ( 4,536 ) ( 1,570 )

Preferred stock dividends — ( 864 )

Preferred stock exchange deemed contribution 15,100 —

Net income (loss) attributable to common stockholders $ 10,564 $ ( 2,434 )

3 unchanged sentences

Discontinued operations — ( 0.03 )

Basic and diluted earnings (loss) per share* $ 0.03 $ 0.66 $ ( 0.15 ) $ 0.23

Basic earnings (loss) per share* $ 0.66 $ ( 0.16 )

Continuing operations $ 0.65 $ ( 0.14 )

Discontinued operations — ( 0.03 )

Diluted earnings per share $ 0.03 $ ( 0.06 ) $ ( 0.15 ) $ 0.23

Diluted earnings (loss) per share* $ 0.65 $ ( 0.16 )

Weighted-average shares used in computation of net earnings (loss) per share

3 unchanged sentences

Foreign currency translation adjustment ( 27 ) 6

Comprehensive income $ 1,464 $ 7,677 $ 516 $ 3,753

Comprehensive loss $ ( 4,563 ) $ ( 1,564 )

*Rounding may impact summation of amounts

8 unchanged sentences

Shares Amount Shares Amount

Balance, June 30, 2024 25 $ — 11,910 $ 12 $ 816,002 ( 912,357 ) $ ( 5,420 ) $ ( 101,763 )

Net loss — — — — — 8,969 — 8,969

Foreign currency translation adjustment — — — — — — ( 1,292 ) ( 1,292 )

Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld — — 146 — 213 — — 213

Issuance of common stock warrants in connection with debt restructurings — — — — 2,656 — — 2,656

Issuance of common stock in connection with debt restructurings — — 487 1 4,924 — — 4,925

Share-based compensation — — — — 1,229 — — 1,229

Preferred stock dividends — — — — 827 ( 827 ) — —

Balance, September 30, 2024 25 $ — 12,543 $ 13 $ 825,851 $ ( 904,215 ) $ ( 6,712 ) $ ( 85,063 )

Balance, June 30, 2025 25 $ — 15,043 $ 15 $ 897,591 $ ( 908,435 ) $ 333 $ ( 10,496 )

Net income — — — — — 1,432 — 1,432

Foreign currency translation adjustment — — — — — — 32 32

Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld — — 170 — ( 536 ) — — ( 536 )

Share-based compensation

— — — — 1,850 — — 1,850

Preferred stock dividends — — — — 903 ( 903 ) — —

Balance, September 30, 2025 25 $ — 15,213 $ 15 $ 899,808 $ ( 907,906 ) $ 365 $ ( 7,718 )

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

See accompanying notes to condensed consolidated financial statements (unaudited).

INSEEGO CORP.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(In thousands)

Preferred Stock Common Stock Additional

Paid-in Capital (*) Accumulated Deficit Accumulated

Comprehensive (Loss) Income Total

Stockholders’ Deficit

Shares Amount Shares (*) Amount (*)

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

2 unchanged sentences

Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld — — 16 — ( 174 ) — — ( 174 )

Issuance of common stock warrants in connection with debt restructurings — — — — 5,342 — — 5,342

Issuance of common stock in connection with debt restructurings — — 487 1 4,924 — — 4,925

Share-based compensation — — — — 1,601 — — 1,601

Preferred stock dividends — — — — 864 ( 864 ) — —

Balance, September 30, 2024 25 $ — 12,543 $ 13 $ 825,851 $ ( 904,215 ) $ ( 6,712 ) $ ( 85,063 )

Balance, March 31, 2025 25 $ — 15,007 $ 15 $ 894,825 $ ( 908,059 ) $ 224 $ ( 12,995 )

Balance, December 31, 2025 25 $ — 15,389 $ 15 $ 903,899 $ ( 908,361 ) $ 403 $ ( 4,044 )

3 unchanged sentences

Share-based compensation — — — — 2,304 — — 2,304

Preferred stock dividends — — — — 2,650 ( 2,650 ) — —

Balance, September 30, 2025 25 $ — 15,213 $ 15 $ 899,808 $ ( 907,906 ) $ 365 $ ( 7,718 )

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

Preferred stock exchange ( 25 ) — 767 1 ( 33,793 ) 15,100 — ( 18,692 )

Balance, March 31, 2026 — $ — 16,229 $ 16 $ 871,990 $ ( 897,797 ) $ 376 $ ( 25,415 )

See accompanying notes to condensed consolidated financial statements (unaudited).

2 unchanged sentences

(In thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

3 unchanged sentences

Depreciation and amortization 1,813 2,098

Loss on extinguishment of revolving credit facility — 788

Gain on debt restructurings, net — ( 13,690 )

Provision for expected credit losses ( 14 ) 14

1 unchanged sentence

Provision for excess and obsolete inventory 312 680

Gain on early lease termination ( 443 ) —

Impairment of operating lease right-of-use assets — 139

Share-based compensation expense 2,304 1,601

19 unchanged sentences

Cash flows from financing activities:

Payments related to repayments of 2025 Convertible Notes ( 14,949 ) ( 33,781 )

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

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

Repayments on short-term loan — ( 13,500 )

Cash payments as part of preferred stock exchange ( 3,334 ) —

Proceeds from stock option exercises and employee stock purchase plan, net of taxes 1 42

1 unchanged sentence

Financing cash flows from discontinued operations — —

Net cash used in financing activities ( 14,641 ) ( 32,811 )

Net cash provided by (used in) financing activities ( 3,333 ) 42

Effect of exchange rates on cash ( 24 ) ( 7 )

Net increase (decrease) in cash and cash equivalents ( 25,037 ) 9,563

Net decrease in cash and cash equivalents ( 5,589 ) ( 4,447 )

Cash and cash equivalents, beginning of period 24,886 39,596

6 unchanged sentences

Capital expenditures financed through accounts payable or accrued liabilities $ 980 $ 918

Equity value issued in exchange for 2025 Convertible Notes $ — $ 7,088

Right-of-use assets obtained in exchange for operating leases liabilities $ 2,042 $ 146

Fair value of common stock, debt, and cash payables issued as part of preferred stock exchange $ 23,532 $ —

Carrying value of preferred stock removed as part of preferred stock exchange $ 41,966 $ —

See accompanying notes to condensed consolidated financial statements (unaudited).

13 unchanged sentences

The results of operations for the interim periods presented are not necessarily indicative of results to be expected for any other interim period or for the year as a whole.

Divestiture of the Telematics Business

On November 27, 2024, the Company completed the previously announced sale of its telematics solutions business, which has operations in the United Kingdom, Europe, Australia and New Zealand (the “Telematics Business”).

The sale of the Telematics Business was completed pursuant to the Share Purchase Agreement, which was entered into on September 16, 2024 with Light Sabre SPV Limited (the “Purchase Agreement”).

Pursuant to the terms of the Purchase Agreement, Ctrack Holdings (the “Purchaser”), as assignee of Light Sabre SPV Limited, acquired the entire issued share capital of the Company’s Inseego International Holdings Limited subsidiary for $ 52.0 million in an all-cash transaction (the “Sale Transaction”).

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

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 Condensed Consolidated Balance Sheets and its operations and cash flows have been classified as discontinued operations within the Condensed Consolidated Statements of Operations and Comprehensive Income and Condensed Consolidated Statements of Cash Flows.

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

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

Held for Sale and Discontinued Operations

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 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 Condensed 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.

For each period the disposal group remains classified as held for sale, its

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

recoverability is reassessed and any necessary adjustments are made to its carrying value.

No impairment upon classification as held for sale was recorded during the year ended December 31, 2024.

The Company reports the results of operations of a business as discontinued operations if a disposal represents a strategic shift that will have a major effect on its operations and financial results.

The results of discontinued operations are reported as Income from discontinued operations, net of tax in the Condensed Consolidated Statements of Operations and Comprehensive Income for the current and prior periods commencing in the period in which the held for sale criteria are met.

Income from discontinued operations, net of tax includes direct costs attributable to the divested business and excludes any cost allocations associated with any shared or corporate functions unless otherwise dedicated to the divested business.

Income from discontinued operations, net of tax will include any gain or loss recognized upon disposition or from adjustment of the carrying amount to fair value less costs to sell while classified as held for sale.

Transactions between the businesses held for sale and businesses held for use that are expected to continue after the disposal are not eliminated in order to appropriately reflect the continuing operations as well as the activity to be disposed of.

Interest costs are included as a component of Income from discontinued operations, net of tax for debt specifically attributable to the discontinued operation or debt that is obligated to be repaid in connection with the completion of the divestiture.

Activity within comprehensive income directly associated with a divested business is not realized as a component of Income from discontinued operations, net of tax until completion of the sale or disposition.

Reverse Stock Split

On January 24, 2024, the Company completed a 1-for-10 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”).

As a result of the Reverse Stock Split, each share of common stock issued and outstanding immediately prior to January 24th was automatically converted into one-tenth (1/10) of a share of common stock.

The Reverse Stock Split affected all common stockholders uniformly and did not alter any stockholder's percentage interest in the Company's equity, except to the extent that the Reverse Stock Split would result in a stockholder owning a fractional share.

No fractional shares were issued in connection with the Reverse Stock Split.

Stockholders who otherwise would be entitled to receive a fractional share instead were entitled to receive cash in lieu of such fractional share.

The Reverse Stock Split did not change the par value of the common stock or the authorized number of shares of common stock.

All outstanding convertible notes entitling their holders to purchase or obtain or convert into shares of our common stock were adjusted, as required by the terms of these securities.

All common share and per-share amounts in this Form 10-Q have been retroactively restated to reflect the effect of the Reverse Stock Split.

Segment Information

The Company has one reportable segment.

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

The Company’s Chief Executive Officer (“CEO”), who is also the Chief Operating Decision Maker, does not manage any part of the Company separately, and the allocation of resources and assessment of performance are 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 8 – Segment, Geographic, and Concentrations of Risk Information for more information.

10 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Unaudited)

Recent Accounting Pronouncements Not Yet Adopted

Recently Adopted Accounting Pronouncements

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

3 unchanged sentences

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.

The Company adopted ASU 2025‑05 during the first quarter of 2026.

The adoption of this guidance did not have an impact on the Company’s financial statements or related disclosures.

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) .

This ASU requires disclosure on an annual and interim basis, in the notes to the financial statements, of disaggregated information about specific categories underlying certain income statement expense line items.

The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective basis.

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

In September 2025, the FASB issued ASU No.

7 unchanged sentences

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

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Discontinued Operations and Held for Sale

As noted in Note 1 – Nature of Business and Significant Accounting Policies , on September 16, 2024 , the Company entered into the Purchase Agreement to sell its Telematics Business.

On November 27, 2024, the Company completed the sale of its Telematics Business.

The operating results of the discontinued operations only reflect revenues and expenses that are directly attributable to the Telematics Business.

The following table summarizes Income from discontinued operations, net of tax included in the Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months end ed September 30, 2025 and 2024 (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Software services and other revenues $ — $ 7,862 $ — $ 22,895

Software services and other cost of revenues — 3,222 — 9,876

Gross profit from discontinued operations — 4,640 — 13,019

Operating costs and expenses:

Research and development — 293 — 967

Sales and marketing — 1,289 — 3,625

General and administrative — 1,884 — 4,799

Depreciation and amortization — 360 — 1,060

Total operating costs and expenses — 3,826 — 10,451

Operating income from discontinued operations — 814 — 2,568

Other (expense) income:

Interest income, net — 3 — 10

Other income (expense), net — 875 — 1,128

Income from discontinued operations before income taxes — 1,692 — 3,706

Income tax provision — 266 400 674

Income (loss) from discontinued operations, net of tax $ — $ 1,426 $ ( 400 ) $ 3,032

Income taxes related to discontinued operations in the nine months ended September 30, 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 September 30, 2025 or December 31, 2024.

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

In November 2025, the FASB issued ASU No.

2025‑09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements .

This ASU provides targeted amendments to improve and clarify the application of hedge accounting and better align hedge accounting results with an entity’s risk management activities.

The guidance is effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods, with early adoption permitted.

The amendments are required to be applied prospectively.

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

Financial Statement Details

Inventories consist of the following (in thousands):

September 30,

2026 December 31,

2 unchanged sentences

Total inventories $ 12,541 $ 7,726

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Prepaid expenses and other

Prepaid expenses and other consists of the following (in thousands):

September 30,

2026 December 31,

1 unchanged sentence

$ 2,085 $ 2,608

Software licenses

Receivables from contract manufacturers

Total prepaid expenses and other $ 5,704 $ 6,389

1 unchanged sentence

Accrued expenses and other current liabilities consist of the following (in thousands):

September 30,

2026 December 31,

2 unchanged sentences

Accrued contract manufacturing liabilities 4,155 5,874

Cash payable for preferred stock exchange 6,479 —

Operating lease liabilities 996 968

5 unchanged sentences

Other long-term liabilities consist of the following (in thousands):

September 30,

2026 December 31,

2 unchanged sentences

Total other long-term liabilities $ 4,181 $ 4,705

As of September 30, 2025, of the $ 4.5 million long-term deferred revenue balance, $ 3.7 million relates to performance obligations expected to be satisfied between one and two years, and $ 0.8 million relates to performance obligations expected to be satisfied between two and three years from September 30, 2025.

As of March 31, 2026, of the $ 4.0 million long-term deferred revenue balance, $ 3.8 million relates to performance obligations expected to be satisfied between one and two years, and $ 0.3 million relates to performance obligations expected to be satisfied between two and three years from March 31, 2026.

INSEEGO CORP.

2 unchanged sentences

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):

September 30, 2025

March 31, 2026

Total Level 1 Level 2 Level 3

2 unchanged sentences

Total cash equivalents 13,624 13,624 — —

No transfers between levels occurred during the three or nine months ended September 30, 2025 or September 30, 2024.

December 31, 2025

Total Level 1 Level 2 Level 3

Cash equivalents:

Money market funds 17,737 17,737 — —

Certificates of deposit — — — —

Total cash equivalents 17,737 17,737 — —

No transfers between levels occurred during the three or three months ended March 31, 2026 or March 31, 2025.

The Company also had an interest make-whole payment derivative liability on its 2025 Convertible Notes (as defined in Note 4 – 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 nine months ended September 30, 2025 and 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 nine months ended September 30, 2025 or September 30, 2024.

During the three months ended March 31, 2025, 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 three months ended March 31, 2025.

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 (as defined in Note 4 – Debt ) 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.

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

As detailed in Note 7 – Stockholders' Equity (Deficit) below, the additional $ 8.0 million in 2029 Senior Secured Notes principal and $ 10.0 million cash payable issued during the three months ended March 31, 2026 as part of the Preferred Stock Exchange Agreement were initially recorded upon issuance at fair value, which were $ 8.9 million and $ 9.7 million, respectively.

The fair value of both the additional 2029 Senior Secured Notes principal and cash payable were determined based on a discounted cash flow model, which represents a Level 3 measurement.

The fair value of the additional 2029 Senior Secured Notes principal was estimated using probability-weighted scenarios which include assumptions that are highly subjective and required judgment regarding significant matters, such as the timing of redemption, amount and timing of future cash flows and an adjusted market yield of 5.29 %.

The fair value of the cash payable was estimated using an adjusted market yield of 4.91 %.

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

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Working Capital Facility

2 unchanged sentences

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 September 30, 2025.

The Company was in compliance with all covenants under the Working Capital Facility Agreement as of March 31, 2026.

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

3 unchanged sentences

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.

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

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.

In conjunction with the Working Capital Facility Agreement, the Company incurred $ 0.2 million of debt issuance costs that were recorded to prepaid expenses and other current assets and are being amortized to interest expense over the term of the facility.

As of September 30, 2025, outstanding borrowings and availability to borrow under the Working Capital Facility were $ 0.0 million and $ 14.5 million, respectively.

As of March 31, 2026 and 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

4 unchanged sentences

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.

As of September 30, 2025, $ 40.9 million of principal of the 2029 Senior Secured Notes was outstanding, $ 31.8 million of which was held by related parties.

On January 14, 2026, as part of the exchange of its outstanding preferred stock, which is discussed in further detail in Note 7 – Stockholders' Equity (Deficit) , the Company issued an additional $ 8.0 million in principal amount of 2029 Senior Secured Notes.

As of March 31, 2026, $ 48.9 million of principal of the 2029 Senior Secured Notes was outstanding, $ 31.8 million of which was held by related parties.

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The 2029 Senior Secured Notes, net consists of the following (in thousands):

September 30,

2026 December 31,

7 unchanged sentences

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.

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

Prior Credit Facility

In August 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 and indirect subsidiary of the Company, as borrowers (together with Inseego Wireless, the “Borrowers”), and the Company, as guarantor (together with the Borrowers, the “Prior Credit Facility Parties”).

The Credit Agreement established a secured asset-backed revolving credit facility which was 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 Prior Credit Facility Parties’ obligations under the Credit Agreement were secured by a 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, and 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.

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

Interest Expense, Summary

The following table sets forth total interest expense, annualized effective interest rate, and interest expense related to related parties, if applicable, for each of the debt instruments detailed above (in thousands, except for percentages):

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

2029 Senior Secured Notes

13 unchanged sentences

Total interest expense $ — $ 154

Related party interest expense $ — $ 837 $ — $ 2,512

Short-Term Loan

Contractual interest expense $ — $ 1,271 $ — $ 1,271

Amortization of debt discount/premium — 3,329 — 3,329

Total interest expense $ — $ 4,600 $ — $ 4,600

Related party interest expense $ — $ 4,600 $ — $ 4,600

Prior Credit Facility

Contractual interest expense $ — $ — $ — $ 312

Accretion of exit fee — — — 75

Amortization of debt issuance costs — — — 117

Total interest expense $ — $ — $ — $ 504

Other interest expense $ 80 $ 7

Consolidated interest expense $ 1,061 $ 1,026

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 nine months ended September 30, 2025 was 8.5 % and 4.2 %, respectively.

The annualized effective interest rates, including the impact of non-cash interest expense, for the 2025 Convertible Notes, Short-Term Loan, and Prior Credit Facility for the nine months ended September 30, 2024 was 4.2 %, 112.5 % and 36.1 %, respectively.

The annualized effective interest rate, including the impact of non-cash interest expense, for the 2029 Senior Secured Notes for the three months ended March 31, 2026 was 8.0 %.

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 three months ended March 31, 2025 was 8.5 % and 4.1 %, respectively.

INSEEGO CORP.

1 unchanged sentence

Share-based Compensation

During the nine months ended September 30, 2025 and 2024 , the Company granted awards under the 2018 Omnibus Incentive Compensation Plan, previously named the Amended and Restated 2009 Omnibus Incentive Compensation Plan (the “2018 Plan”), and the 2015 Incentive Compensation Plan (the “2015 Plan”).

During the three months ended March 31, 2026 and 2025 , the Company granted awards under the 2018 Omnibus Incentive Compensation Plan, previously named the Amended and Restated 2009 Omnibus Incentive Compensation Plan (the “2018 Plan”), and the 2015 Incentive Compensation Plan (the “2015 Plan”).

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 restricted stock units (“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 2,069,777 remain available for future grants as of September 30, 2025 .

The following table presents total share-based compensation expense within each functional line item on the condensed consolidated statements of operations for the three and nine months end ed September 30, 2025 and 2024 (in thousands):

The 2018 Plan authorizes 5,775,308 shares, of which 1,603,739 remain available for future grants as of March 31, 2026 .

The following table presents total share-based compensation expense within each functional line item on the condensed consolidated statements of operations for the three months end ed March 31, 2026 and 2025 (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Cost of revenues $ 181 $ 52

2 unchanged sentences

General and administrative 1,391 1,135

Income from discontinued operations, net of tax — 36 — 101

Total $ 2,304 $ 1,601

3 unchanged sentences

Stock options generally have a term of ten years and vest over a three to four-year period.

The following table summarizes the Company’s stock option activity for the nine months ended September 30, 2025:

The following table summarizes the Company’s stock option activity for the three months ended March 31, 2026:

Outstanding — December 31, 2025 1,517,039

Granted 1,300,100

Exercised ( 481 )

Canceled ( 5,000 )

Outstanding — September 30, 2025 1,485,689

Exercisable — September 30, 2025 144,061

During the nine months ended September 30, 2025, the Company granted stock options to the CEO in connection with his hiring on January 6, 2025.

Outstanding — March 31, 2026 1,511,558

Exercisable — March 31, 2026 409,138

During the three months ended March 31, 2025, the Company granted stock options to the 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.

11 unchanged sentences

Expected dividend yield — %

At September 30, 2025, total unrecognized compensation expense related to stock options was $ 6.7 million, which is expected to be recognized over a weighted-average period of 3.37 years.

At March 31, 2026, total unrecognized compensation expense related to stock options was $ 6.2 million, which is expected to be recognized over a weighted-average period of 2.94 years.

Restricted Stock Units

3 unchanged sentences

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

The following table summarizes the Company’s RSU activity for the nine months ended September 30, 2025:

The following table summarizes the Company’s RSU activity for the three months ended March 31, 2026:

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

2 unchanged sentences

Forfeited ( 47,551 )

Non-vested — September 30, 2025 1,369,044

During the nine months ended September 30, 2025, the Company granted RSUs to the CEO in connection with his hiring on January 6, 2025.

Non-vested — March 31, 2026 1,685,841

During the three months ended March 31, 2025, the Company granted RSUs to the 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 .

10 unchanged sentences

Correlation coefficient 0.3741

At September 30, 2025, total unrecognized compensation expense related to RSUs, including the RS Us with a market based condition discussed above, was $ 10.9 million, which is expected to be recognized over a weighted-average period of 2.92 years.

At March 31, 2026, total unrecognized compensation expense related to RSUs, including the RS Us with a market based condition discussed above, was $ 13.2 million, which is expected to be recognized over a weighted-average period of 2.85 years.

Earnings (Loss) per Share

Basic earnings (loss) per share (“EPS”) excludes dilution and is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period.

Diluted EPS reflects the potential

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

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

using the treasury stock method.

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

3 unchanged sentences

(Denominator) Per-Share Amount*

For the three months ended September 30, 2025

Income (loss) from continuing operations $ 1,432

preferred stock dividends ( 903 )

Income (loss) from continuing operations attributable to common stockholders 529 15,142 $ 0.03

Income from discontinued operations, net of tax — 15,142 $ —

For the three months ended March 31, 2026

Net income (loss) $ ( 4,536 )

preferred stock exchange deemed contribution 15,100

Income (loss) attributable to common stockholders $ 10,564 16,093 $ 0.66

Income (loss) from continuing operations attributable to common stockholders $ 529 15,142

Effect of dilutive stock options and unvested restricted stock 380

Diluted EPS from continuing operations $ 529 15,522 $ 0.03

Income from discontinued operations, net of tax $ — 15,142

Effect of dilutive stock options and unvested restricted stock 380

Diluted EPS from discontinued operations $ — 15,522 $ —

Income (loss) attributable to common stockholders $ 10,564 16,093

Effect of dilutive stock options and unvested restricted stock 263

Diluted EPS from net income $ 529 15,522 $ 0.03

For the three months ended September 30, 2024

Income (loss) from continuing operations $ 7,543

preferred stock dividends ( 827 )

Income (loss) from continuing operations attributable to common stockholders 6,716 12,337 $ 0.54

Income from discontinued operations, net of tax 1,426 12,337 $ 0.12

Income (loss) attributable to common stockholders $ 8,142 12,337 $ 0.66

Income (loss) from continuing operations attributable to common stockholders $ 6,716 12,337

Effect of dilutive 2025 Convertible Notes ( 8,879 ) 882

Diluted EPS from continuing operations $ ( 2,163 ) 13,218 $ ( 0.16 )

Income from discontinued operations, net of tax $ 1,426 12,337

Effect of dilutive 2025 Convertible Notes 882

Diluted EPS from discontinued operations $ 1,426 13,218 $ 0.11

Income (loss) attributable to common stockholders $ 8,142 12,337

Effect of dilutive 2025 Convertible Notes ( 8,879 ) 882

Diluted EPS from net income $ ( 737 ) 13,218 $ ( 0.06 )

For the nine months ended September 30, 2025

Basic and Diluted EPS

Income (Loss) from continuing operations $ 769

preferred stock dividends ( 2,650 )

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Income (loss) from continuing operations attributable to common stockholders ( 1,881 ) 15,056 $ ( 0.12 )

Income from discontinued operations, net of tax ( 400 ) 15,056 $ ( 0.03 )

Income (loss) attributable to common stockholders $ ( 2,281 ) 15,056 $ ( 0.15 )

For the nine months ended September 30, 2024

Diluted EPS $ 10,564 16,356 $ 0.65

For the three months ended March 31, 2025

Basic and Diluted EPS

4 unchanged sentences

Income (loss) attributable to common stockholders $ ( 2,434 ) 15,002 $ ( 0.16 )

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

(*) Rounding may affect summation.

The following is a summary of outstanding anti-dilutive potential shares of common stock that have been excluded from diluted net loss per share attributable to common stockholders because their inclusion would have been anti-dilutive as of September 30, 2025 and 2024 (in thousands):

As of September 30,

2025 Convertible Notes* — 847

As of March 31,

Common stock warrants 2,930 3,018

2 unchanged sentences

Employee stock purchase plan 28 29

2025 Convertible Notes — 119

Total 4,341 5,605

(*) The impact of the non-qualified stock options and restricted stock units were included in the computation of diluted EPS for the three months ended September 30, 2025 as it was dilutive for the period.

The impact of the 2025 Convertible Notes was included in the computation of diluted EPS for the three months ended September 30, 2024 as it was dilutive for the period.

Stockholders' Equity (Deficit)

The Company has outstanding warrants to purchase shares of its common stock that were issued in prior periods.

The terms and conditions of these warrants, including exercise prices, contractual lives, and settlement provisions, are described in detail in Note 8.

Stockholders’ Equity (Deficit) to the Company’s consolidated financial statements included in its Annual Report on Form 10‑K for the year ended December 31, 2025.

The warrants are classified as equity instruments as they are indexed to the Company’s own stock and meet the criteria for equity classification under applicable accounting guidance.

Accordingly, the warrants are not remeasured at fair value subsequent to issuance.

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Stockholders' Equity (Deficit)

In connection with various debt restructuring agreements entered into during the year ended December 31, 2024, the Company issued warrants to purchase an aggregate of 3.0 million shares of the Company’s common stock, including the warrants noted in Note 5 – Debt .

The warrants expire four years from their date of issuance and are exercisable on a cash basis at any time before their expiration dates.

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.

The warrants issued during the year ended December 31, 2024 are the only outstanding warrants as of both September 30, 2025 and December 31, 2024.

As of September 30, 2025, none of the warrants had been exercised.

The number and exercise price of the warrants issued and outstanding as of September 30, 2025 are as follows:

Issuance Date Number of Shares to Purchase with Warrants Exercise price

June 28, 2024 550,000 $ 12.12

July 18, 2024 236,074 $ 13.37

August 2, 2024 88,534 $ 11.03

October 24, 2024 20,646 $ 12.34

November 6, 2024 180,000 $ 11.27

November 6, 2024 1,543,363 $ 12.12

November 6, 2024 29,687 $ 12.34

November 6, 2024 370,000 $ 15.77

Total 3,018,304

The following table summarizes warrant activity for the three months ended March 31, 2026 and 2025:

Warrants Weighted-Average

Exercise Price Weighted-Average

Remaining Term (Years)

Outstanding — December 31, 2024 3,018,304 $ 12.59 3.76

Outstanding — March 31, 2025 3,018,304 $ 12.59 3.51

Outstanding — December 31, 2025 2,929,770 $ 12.63 2.76

Outstanding — March 31, 2026 2,929,770 $ 12.63 2.51

Preferred Stock

The Company has a total of 2,000,000 shares of preferred stock authorized for issuance at a par value of $ 0.001 per share, 150,000 of which have been designated Series D Preferred Stock and 39,500 of which have been designated Series E Preferred Stock.

As of September 30, 2025 and December 31, 2024, the Company had 25,000 shares of Series E preferred stock issued and outstanding.

Dividends declared, but not paid, related to the Series E Preferred Stock resulted in $ 16.0 million and $ 13.4 million of dividends accrued, approximating $ 641.72 and $ 535.71 per preferred share, as of September 30, 2025 and December 31, 2024, respectively.

The aggregate liquidation preference of the issued and outstanding shares of Series E Preferred Stock as of September 30, 2025 was $ 41.0 million.

As of December 31, 2025, the Company had 25,000 shares of Series E preferred stock issued and outstanding.

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 principal, common stock, and cash payable issued to the Preferred Stock Holder as part of the Preferred Stock Exchange Agreement were all recorded at cumulative fair value of $ 26.9 million.

The 2029 Senior Secured Noted principal was determined to have a fair value of $ 8.9 million.

The resulting $ 0.9 million premium is included in the value of the 2029 Senior Secured Notes on the condensed consolidated balance sheet and will be amortized over the term of the 2029 Senior Secured Notes as a reduction to interest expense.

The fair value of the common stock, based on the closing price of the Company’s common stock on the issuance date, was $ 8.2 million and was recorded within stockholders’ equity on the condensed consolidated balance sheet.

The fair value of the $ 10.0 million cash payable was determined to be $ 9.7 million and was recorded initially within accrued expenses and other current liabilities on the condensed consolidated balance sheet.

The $ 0.3 million difference between the total cash payable and its fair value will be amortized to interest expense over the 12-month total repayment period.

The total liquidation preference of the outstanding preferred stock, which was $ 42.0 million at the time of the Preferred Stock Exchange Closing Date, was removed from stockholder’s equity as a result of the exchange.

The $ 15.1 million difference between the $ 42.0 million liquidation preference and the $ 26.9 million cumulative fair value of the exchange consideration was recorded as a deemed contribution within accumulated deficit on the condensed consolidated statements of stockholders’ deficit.

Subsequent to the Preferred Stock Exchange Agreement, the Company no longer has any outstanding preferred stock.

Segment, Geographic, and Concentrations of Risk Information

Segment Information

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

As of September 30, 2025, the Company’s CODM was its CEO.

As of March 31, 2026, the Company’s CODM was its CEO.

The Company’s CODM does not 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.

3 unchanged sentences

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

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Revenues $ 34,338 $ 31,673

2 unchanged sentences

Adjusted research and development (2)

4,620 4,980 13,441 14,595

Adjusted sales and marketing (2)

3,998 4,022 11,594 11,862

Adjusted general and administrative (3)

4,833 3,144 11,701 9,548

Adjusted depreciation and amortization (4)

2,164 2,824 5,673 9,108

Capitalizable software development expenditures 2,920 2,376

3 unchanged sentences

Impairment of capitalized software — 384

Right-of-use asset impairment — 138 — 138

Gain on early lease termination ( 443 ) — ( 443 ) —

Debt restructuring costs — 669 — 1,121

Gain on debt restructurings, net — ( 12,366 ) — ( 13,690 )

Loss on extinguishment of revolving credit facility — — — 788

Non‑recurring transaction‑related costs 1,200 —

Interest expense 1,061 1,026

3 unchanged sentences

Reconciliation of profit or loss

Income from discontinued operations, net of tax — 1,426 ( 400 ) 3,032

Income (loss) from discontinued operations, net of tax — ( 400 )

Consolidated net income (loss) $ ( 4,536 ) $ ( 1,570 )

6 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

United States and Canada $ 34,229 $ 31,620

1 unchanged sentence

Australia $ 70 $ 53

Other $ — $ 4 — 17

Total $ 34,338 $ 31,673

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

Concentrations of Credit Risk

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

Concentrations of Credit Risk

Customer Concentrations

For the three months ended September 30, 2025, two customers accounted for 71.6 % and 23.6 % of revenues, respectively.

For the three months ended September 30, 2024, two customers accounted for 38.6 % and 36.7 % of revenues, respectively.

For the nine months ended September 30, 2025, two customers accounted for 63.9 % and 26.9 % of revenues, respectively.

For the nine months ended September 30, 2024, two customers accounted for 43.3 % and 31.9 % of revenues, respectively.

As of September 30, 2025, two customers accounted for 82.2 % and 12.9 % of accounts receivable, net, respectively.

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

For the three months ended March 31, 2026, two customers accounted for 53.2 % and 33.5 % of revenues, respectively.

For the three months ended March 31, 2025, two customers accounted for 54.6 % and 35.1 % of revenues, respectively.

As of March 31, 2026, three customers accounted for 49.1 %, 23.4 %, and 16.7 % of accounts receivable, net, respectively.

As of December 31, 2025, two customers accounted for 45.6 % and 31.4 % of accounts receivable, net, respectively.

Concentrations in the Available Sources of Supply of Materials and Product

Our services use hardware and software from various third parties, some of which are procured from sole-source suppliers.

Our services use hardware and software from various third parties, some of which are procured from single suppliers.

For example, our MiFi mobile hotspots and fixed wireless access devices rely substantially on chipsets from Qualcomm.

From time to time, certain components used in our products or solutions have been in short supply or their anticipated commercial introduction has been delayed or their availability has been interrupted for reasons outside our control.

In addition, many of our suppliers are located outside of the United States and therefore can be impacted by additional government regulations, such as import tariffs.

Commitments and Contingencies

Noncancellable Purchase Obligations

The Company typically enters into commitments with its contract manufacturers that require future purchases of goods or services in the three to four quarters following the balance sheet date.

The Company typically enters into commitments with its contract manufacturers and other vendors that require future purchases of goods or services in the three to four quarters following the balance sheet date.

Such commitments are noncancellable (“noncancellable purchase obligations”).

As of September 30, 2025, future payments under these noncancellable purchase obligations were approximately $ 110.2 million.

As of March 31, 2026, future payments under these noncancellable purchase obligations were approximately $ 127.1 million.

The Company is, from time to time, party to various legal proceedings arising in the ordinary course of business.

5 unchanged sentences

The Company’s maximum exposure under these indemnification provisions cannot be estimated but the Company does not believe that there are any matters individually or collectively that would have a material adverse effect on its consolidated results of operations or financial condition.

Income taxes for both periods consisted primarily of foreign income taxes at certain of the Company’s international entities and state taxes for its U.S.-based entities.

The Company’s income tax expense differs from the expected expense based on statutory rates primarily due to full valuation allowances at all of its U.S.-based entities and to state tax expense adjustments related to final returns filed for the 2024 tax year.

Income tax expense was less than $1.0 million for both the three months ended March 31, 2026 and March 31, 2025, consisting primarily of foreign income taxes at certain of the Company’s international entities and state taxes for its U.S.-based entities.

The Company’s income tax expense differs from the expected expense based on statutory rates primarily due to full valuation allowances at all of its U.S.-based entities.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law which, among other things, provided a permanent extension of certain tax measures initially established under the 2017 Tax Cuts and Jobs Act, which were set to expire at the end of 2025, and modified tax legislation affecting bonus depreciation rules and the tax treatment of research and development expenses and interest deductions.

1 unchanged sentence

based research and experimental expenditures over five years, making these expenditures fully deductible in the period incurred beginning after 2024.

The Company currently does not expect the OBBBA to have a material impact to our effective tax.

The Company currently does not expect the OBBBA to have a material impact to our effective tax for 2026.

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Subsequent Events

Asset Purchase Agreement with Nokia

On April 30, 2026, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Nokia Solutions and Networks Oy (“Nokia”), pursuant to which Inseego has agreed to purchase substantially all of the assets (the “Purchased Assets”) comprising Nokia’s fixed wireless access business (the “Nokia FWA Business”).

Under the Purchase Agreement and subject to the terms and conditions set forth therein, at the closing (the “Closing”) of the transactions contemplated by the Purchase Agreement (collectively, the “Transaction”), Inseego will purchase the Purchased Assets from Nokia for a purchase price consisting of (i) 1,163,693 shares (the “Shares”) of Inseego’s common stock (“Common Stock”), (ii) warrants to purchase an aggregate of 521,139 shares of Common Stock, at an exercise price of $ 12.89 per share and (iii) the assumption of certain liabilities relating to the Nokia FWA Business (the “Transaction”).

The warrants will be exercisable for a period of four years following the Closing and will be exercisable on a cash basis.

The Purchase Agreement contains customary representations, warranties and indemnities made or given by each of Nokia and Inseego.

The Purchase Agreement also contains customary covenants of the parties, including covenants relating to the conduct of the Nokia FWA Business prior to closing, efforts to obtain required consents and approvals, and other matters.

Nokia, on behalf of itself and its affiliates, has agreed that for a period of three years after the Closing (the “Restricted Period”) it will not, anywhere in the world, engage in any business that develops, produces or sells certain fixed wireless access products and devices sold by the Nokia FWA Business, subject to certain exceptions.

In addition, Nokia has agreed that if during the Restricted Period it determines that it intends to solicit proposals from, or to enter into negotiations with, any third party for the development of any product or device featuring upstream connectivity with both wired and cellular radio access and use products or technology comprising part of the Purchased Assets, Nokia will provide Inseego with a right of first offer to provide such products.

In addition, pursuant to the Purchase Agreement, Nokia has agreed that if the EBITDA (as defined in the Purchase Agreement) of the Nokia FWA Business for the first 12 months following the Closing is negative, Nokia will reimburse Inseego on a quarterly basis by the amount of such negative EBITDA, capped at an aggregate total payment of $ 38.0 million, subject to certain limitations.

Additionally, for the next 24 months after the initial 12-month period after Closing, Inseego has agreed to pay to Nokia a portion of the EBITDA profits generated by the Nokia FWA Business, if any, ranging from 0 % to 50 %, dependent upon the Nokia FWA Business achieving certain revenue thresholds.

The Purchase Agreement is subject to customary closing conditions and termination rights of the parties, including the right of either party to terminate the Purchase Agreement if the Closing has not occurred by January 15, 2027, subject to Inseego’s right to extend such date by up to three months if certain deliverables have not been provided.

Nokia Investment in Inseego

On April 30, 2026, Inseego and Nokia also entered into a Subscription Agreement (the “Subscription Agreement”), pursuant to which, subject to the terms and conditions contained therein (including the Closing occurring), at the Closing, Nokia will invest $ 10.0 million in cash in Inseego, for which it will receive 775,795 shares of Common Stock and warrants to purchase an aggregate of 260,569 shares of Common Stock, at an exercise price of $ 12.89 per share and otherwise in the same form as the warrants to be issued pursuant to the terms of the Purchase Agreement, except that such warrants will be exercisable for cash or on a cashless exercise basis.

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-Q

Item 1. Financial Statements