What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-08 compared with 2025-11-07 · 88 added, 161 removed, 155 unchanged (62% of the section changed)

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• our ability to introduce and sell new products that comply with current and evolving industry standards and government regulations such as the evolving 5G New Radio (“5G NR”) price and performance standards;

• our ability to mitigate the impact of tariffs or other government-imposed sanctions;

• our pending acquisition of Nokia’s fixed wireless access business;

• the impact of laws and regulations on our business, including the adoption of new regulations;

• our ability to mitigate the impact of trade restrictions, tariffs, or other government-imposed sanctions;

• the continuing impact of uncertain global economic conditions on the demand for our products;

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• our ability to hire, retain and manage qualified personnel to maintain and expand our business;

• infringement claims with respect to intellectual property contained in our solutions;

• conducting business abroad, including foreign currency risks;

• the impact of high rates of inflation and rising interest rates.

• infringement claims with respect to intellectual property contained in our solutions.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this and other reports we file with or furnish to the Securities and Exchange Commission (“SEC”), including the information in “Item 1A.

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As used in this report on Form 10-Q, unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company” and “Inseego” refer to Inseego Corp., a Delaware corporation, and its wholly-owned subsidiaries.

“Inseego”, “Inseego Subscribe”, “Inseego Manage”, “Inseego Secure”, “Inseego Vision”, the Inseego logo, “MiFi”, “MiFi Intelligent Mobile Hotspot”, ”Wavemaker”, “Clarity”, and “Skyus” are trademarks or registered trademarks of Inseego and its subsidiaries.

“Inseego”, the “Inseego logo”, “MiFi”, “Skyus”, “Inseego Connect”, “Inseego Subscribe” and “Inseego Wavemaker” are trademarks or registered trademarks of Inseego and its subsidiaries.

Other trademarks, trade names or service marks used in this report are the property of their respective owners.

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

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

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

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

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

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

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

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

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Recent Developments

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

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

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

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

The results of operations and cash flows related to the divested Telematics Business have been classified as discontinued operations within the Condensed Consolidated Statements of Operations and Comprehensive Income and Condensed Consolidated Statements of Cash Flows for all periods presented within the consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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

Repurchase of Preferred Stock

On January 14, 2026 (the “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 Fixed-Rate Cumulative Perpetual Preferred Stock, Series E (the “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 the following consideration, having an aggregate value of approximately $26 million and representing a discount of approximately 38% to the liquidation value:

(i) $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;

(ii) 767,165 shares of the Company’s common stock (the “Common Shares”), and (iii) $8.0 million in additional principal amount of the Company’s existing 2029 Senior Secured Notes.

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

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.

Our Sources of Revenue

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

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

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

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

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

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

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

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

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

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

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

Fixed Wireless Access Solutions :

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

Revenues related to our cloud offerings of Inseego Connect are included within

Software 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.

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

These devices, sold under the Wavemaker and Skyus brands, 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 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 Software s ervices and other revenue.

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.

Business Segment Reporting

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Results of Operations

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Revenues for the three months ended September 30, 2025 were $45.9 million, compared to $54.0 million for the same period in 2024.

The following table summarizes revenues by our two categories (in thousands):

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Revenues for the three months ended March 31, 2026 were $34.3 million, compared to $31.7 million for the same period in 2025.

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

Three Months Ended

September 30, Change

March 31, Change

Product Category 2026 2025 $ %

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Mobile solutions.

The $16.2 million decrease in mobile solutions revenues is primarily due to decreased sales with one of our carrier partners due to significant promotional activity in the prior period.

The $1.1 million decrease in mobile solutions revenues is primarily due to decreased sales with one of our carrier partners due to promotional activity in the prior period.

Fixed wireless access solutions.

The $3.4 million increase in fixed wireless access solutions revenues is primarily due to the launch of our current generation indoor FWA solution that began selling in the second quarter of 2025.

Software services and other The $0.2 million increase in software services and other revenues is primarily due to increased revenue from Inseego Connect, partially offset by non-recurring engineering revenue generated in the prior period for which there was no equivalent during the current period.

Software services and other.

The $0.4 million increase in software services and other revenues is primarily due to increased revenue from Inseego Connect.

Cost of revenues.

Cost of revenues for the three months ended September 30, 2025 was $26.8 million, or 58.4% of revenues, compared to $35.2 million, or 65.2% of revenues, for the same period in 2024.

Cost of revenues for the three months ended March 31, 2026 was $17.7 million, or 51.7% of revenues, compared to $16.7 million, or 52.7% of revenues, for the same period in 2025.

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

Three Months Ended

September 30, Change

March 31, Change

Product Category 2026 2025 $ %

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Total cost of revenues $ 17,741 $ 16,690 $ 1,051 6.3

The $8.3 million decrease in product cost of revenues is primarily due to decreased product revenues and an increased proportion of higher margin FWA products in comparison to lower margin mobile products.

The $1.0 million increase in product cost of revenues is primarily due to increased product revenues.

Software services and other.

The $0.1 million decrease in software services and other cost of revenues is primarily due to decreased outside service costs related to Inseego Subscribe revenues and decreased non-recurring engineering revenues and the related costs of performing those services.

The $0.1 million increase in software services and other cost of revenues is primarily due to increased Inseego Connect services and the related costs of performing those services.

Gross profit.

Gross profit for the three months ended September 30, 2025 was $19.1 million, or a gross margin of 41.6%, compared to $18.8 million, or a gross margin of 34.8%, for the same period in 2024.

Gross profit for the three months ended March 31, 2026 was $16.6 million, or a gross margin of 48.3%, compared to $15.0 million, or a gross margin of 47.3%, for the same period in 2025.

The increase in both gross profit and gross margin is primarily due to an increased proportion of higher margin service and FWA revenues as a percentage of total revenues.

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The following table summarizes operating costs and expenses (in thousands):

Three Months Ended September 30, Change

Operating costs and expenses 2025 2024 $ %

Research and development $ 4,878 $ 5,176 $ (298) (5.8) %

Sales and marketing 4,198 4,125 73 1.8

General and administrative 5,689 4,822 867 18.0

Depreciation and amortization 2,164 3,154 (990) (31.4)

Impairment of capitalized software — 507 (507) *

Total $ 16,929 $ 17,784 $ (855) (4.8)

Research and development expenses.

Research and development expenses for the three months ended September 30, 2025 were $4.9 million, or 10.6% of revenues, compared to $5.2 million, or 9.6% of revenues, for the same period in 2024.

The decrease in research and development expenses was primarily due to more research and development projects that were capitalizable during the three months ended September 30, 2025, which resulted in a lower percentage of research and development costs being recorded as operating expenses, and decreased annual incentive bonus accruals, partially offset by increased outside services costs related to the Company’s increased development efforts for its next line of products.

Sales and marketing expenses.

Sales and marketing expenses for the three months ended September 30, 2025 were $4.2 million, or 9.1% of revenues, compared to $4.1 million, or 7.6% of revenues, for the same period in 2024.

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

General and administrative expenses.

General and administrative expenses for the three months ended September 30, 2025 were $5.7 million, or 12.4% of revenues, compared to $4.8 million, or 8.9% of revenues, for the same period in 2024.

The increase in general and administrative expense was primarily due to an increase in share-based compensation expense related to awards issued to the Company’s CEO who was hired in January 2025 and an increase in compensation costs due to increased headcount, partially offset by a gain on early lease termination recorded during the three months ended September 30, 2025.

Depreciation and amortization expenses .

Depreciation and amortization expenses for the three months ended September 30, 2025 were $2.2 million, or 4.7% of revenues, compared to $3.2 million, or 5.8% of revenues, for the same period in 2024.

The decrease in depreciation and amortization expenses was primarily due to the capitalized costs on the Company’s next generation of software intended for sale being capitalized but not amortizable until future quarters when they go to market and the ending of useful life of certain amortizable purchased intangibles.

Impairment of capitalized software.

For the three months ended September 30, 2025 and 2024, we recorded impairments of $0.0 million and $0.5 million, respectively.

Other (expense) income.

The following table summarizes other (expense) income (in thousands):

Three Months Ended September 30, Change

Other (expense) income 2025 2024 $ %

Interest expense $ (885) $ (5,731) $ 4,846 (84.6) %

Gain on debt restructurings, net — 12,366 (12,366) *

Other income (expense), net 126 (72) 198 *

Total $ (759) $ 6,563 $ (7,322) *

* Percentage not meaningful

Interest expense.

The $4.8 million decrease in interest expense for the three months ended September 30, 2025 over the same period in 2024 was primarily a result the Company’s various repurchases and exchanges of the 2025 Convertible Notes (as defined below) that occurred during 2024 and the full repayment of the remaining Notes on May 1, 2025, resulting in lower coupon interest, partially offset by interest expense on the Company’s 2029 Senior Secured Notes (as defined below) that were issued in the fourth quarter of 2024.

Gain on debt restructurings, net.

The $12.4 million net gain on debt restructurings for the three months ended September 30, 2024 is a result of the Company’s various 2025 Convertible Notes restructurings completed during 2024 as part of our overall capital structure management efforts.

Other income (expense), net.

Other income (expense), net for the three months ended September 30, 2025 and 2024 was $0.1 million and $(0.1) million, respectively.

The increase in other income, net was primarily due to interest income earned on money market fund accounts that the Company began investing in during the first quarter of 2025.

Income tax provision (benefit).

Income tax provision (benefit) was less than $0.1 million for both the three months ended September 30, 2025 and 2024.

Income (Loss) from discontinued operations, net of tax.

Income (loss) from discontinued operations, net of tax for the three months ended September 30, 2024 was $1.4 million.

There was no income (loss) from discontinued operations during the three months ended September 30, 2025 as the Telematics Business was sold in November 2024.

Preferred stock dividends.

During the three months ended September 30, 2025 and 2024, we recorded dividends of $0.9 million and $0.8 million, respectively, on our Series E preferred stock.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Revenues for the nine months ended September 30, 2025 were $117.8 million, compared to $143.2 million for the same period in 2024.

The following table summarizes revenues by our two product categories (in thousands):

Nine Months Ended

September 30, Change

Product Category 2025 2024 $ %

Mobile solutions $ 47,499 $ 73,431 $ (25,932) (35.3) %

Fixed wireless access solutions 34,064 37,222 (3,158) (8.5)

Product 81,563 110,653 (29,090) (26.3)

Software services and other 36,226 32,504 3,722 11.5

Total revenues $ 117,789 $ 143,157 $ (25,368) (17.7)

Mobile solutions.

The $25.9 million decrease in mobile solutions revenues is primarily due to decreased sales with one of our carrier partners due to significant promotional activity in the prior period.

Fixed wireless access solutions.

The $3.2 million decrease in fixed wireless access solutions revenues is primarily due to decreased sales with one of our carrier partners during the first three months of 2025 as we transitioned to our next generation of fixed wireless access products that launched during the second quarter of 2025 combined with decreased sales in our channel program.

Software services and other The $3.7 million increase in software services and other revenues is primarily due to increased Inseego Subscribe revenues related to the terms of a two-year service contract renewal with a major customer that was executed in April 2024.

Cost of revenues.

Cost of revenues for the nine months ended September 30, 2025 was $67.2 million, or 57.1% of revenues, compared to $92.3 million, or 64.5% of revenues, for the same period in 2024.

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

Nine Months Ended

September 30, Change

Product Category 2025 2024 $ %

Product $ 63,014 $ 86,812 $ (23,798) (27.4) %

Software services and other 4,193 5,492 (1,299) (23.7)

Total cost of revenues $ 67,207 $ 92,304 $ (25,097) (27.2)

The $23.8 million decrease in product cost of revenues is primarily due to decreased product revenues, partially offset by an increased proportion of higher cost FWA products in comparison to lower cost mobile products.

Software services and other.

The $1.3 million decrease in software services and other cost of revenues is primarily due to decreased outside service costs related to Inseego Subscribe revenues, decreased annual incentive bonus accruals, and decreased non-recurring engineering revenues and the related costs of performing those services.

Gross profit.

Gross profit for the nine months ended September 30, 2025 was $50.6 million, or a gross margin of 42.9%, compared to $50.9 million, or a gross margin of 35.5%, for the same period in 2024.

The decrease in gross profit is primarily due to decreased product revenues, partially offset by increased Inseego Subscribe service revenues.

The increase in gross margin is primarily due to a increased proportion of higher margin service revenues as a percentage of total revenues.

Operating costs and expenses.

The following table summarizes operating costs and expenses (in thousands):

Nine Months Ended

September 30, Change

Three Months Ended March 31, Change

Operating costs and expenses 2026 2025 $ %

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Research and development expenses.

Research and development expenses for the nine months ended September 30, 2025 were $14.2 million, or 12.1% of revenues, compared to $15.0 million, or 10.5% of revenues, for the same period in 2024.

The decrease in research and development expenses was primarily due to more research and development projects that were capitalizable during the nine months ended September 30, 2025, which resulted in a lower percentage of research and development costs being recorded as operating expenses, and decreased annual incentive bonus accruals, partially offset by increased compensation costs related to increased headcount, increased prototype and certification costs, and outside services costs related to the Company’s increased development efforts for its next line of products.

Research and development expenses for the three months ended March 31, 2026 were $5.8 million, or 16.9% of revenues, compared to $4.5 million, or 14.3% of revenues, for the same period in 2025.

The increase in research and development expenses was primarily due to increased compensation costs due to increased headcount and increased outside services costs related to the Company’s increased development efforts for its next line of products.

Sales and marketing expenses.

Sales and marketing expenses for the nine months ended September 30, 2025 were $12.1 million, or 10.3% of revenues, compared to $12.2 million, or 8.5% of revenues, for the same period in 2024.

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

Sales and marketing expenses for the three months ended March 31, 2026 were $5.6 million, or 16.4% of revenues, compared to $3.9 million, or 12.4% of revenues, for the same period in 2025.

The increase in sales and marketing expenses was primarily due to increased compensation costs due to increased headcount and increased share-based compensation expense related to equity awards granted in late 2025.

General and administrative expenses.

General and administrative expenses for the nine months ended September 30, 2025 were $14.9 million, or 12.6% of revenues, compared to $12.7 million, or 8.9% of revenues, for the same period in 2024.

The increase in general and administrative expense was primarily due to an increase in share-based compensation expense related to awards issued to the Company’s CEO who was hired in January 2025, partially offset by a gain on early lease termination recorded during the nine months ended September 30, 2025.

General and administrative expenses for the three months ended March 31, 2026 were $6.9 million, or 20.2% of revenues, compared to $4.5 million, or 14.2% of revenues, for the same period in 2025.

The increase in general and administrative expense was primarily due to non-recurring transaction costs related to the Preferred Stock Exchange Agreement and Purchase Agreement for Nokia’s FWA business and increased share-based compensation expense related to equity awards granted in late 2025.

Depreciation and amortization expenses .

Depreciation and amortization expenses for the nine months ended September 30, 2025 were $6.0 million, or 5.1% of revenues, compared to $10.1 million, or 7.1% of revenues, for the same period in 2024.

The decrease in depreciation and amortization expenses was primarily due to the capitalized costs on the Company’s next generation of software intended for sale being capitalized but not amortizable during all or most of the nine months ended September 30, 2025 and the ending of the useful life of certain amortizable purchased intangibles.

Depreciation and amortization expenses for the three months ended March 31, 2026 were $1.8 million, or 5.2% of revenues, compared to $2.1 million, or 6.5% of revenues, for the same period in 2025.

The decrease in depreciation and amortization expenses was primarily due to capitalized costs on various development projects being capitalized during three months ended March 31, 2026 but not amortizable until future quarters when they go to market and the ending of useful life of certain amortizable purchased intangibles.

Impairment of capitalized software.

For the nine months ended September 30, 2025 and 2024, we recorded impairments of $0.4 million and $0.9 million, respectively.

For the three months ended March 31, 2026 and 2025, we recorded impairments of $0.0 million and $0.4 million, respectively.

Other (expense) income.

The following table summarizes other (expense) income (in thousands):

Nine Months Ended

September 30, Change

Three Months Ended March 31, Change

Other (expense) income 2026 2025 $ %

Interest expense $ (1,061) $ (1,026) $ (35) 3.4 %

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

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

Other income (expense), net 125 303 (178) (58.7)

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Interest expense.

The $6.8 million decrease in interest expense for the nine months ended September 30, 2025 over the same period in 2024 was primarily a result the Company’s various repurchases and exchanges of the 2025 Convertible Notes (as defined below) that occurred during 2024 and the full repayment of the remaining Notes on May 1, 2025, resulting in lower coupon interest, partially offset by interest expense on the Company’s 2029 Senior Secured Notes (as defined below) that were issued in the fourth quarter of 2024.

Loss on extinguishment of revolving credit facility.

The $0.8 million loss on extinguishment of revolving credit facility for the nine months ended September 30, 2024 relates to the terminations of the Company’s Prior Credit Facility in April 2024.

Gain on debt restructurings, net.

The $13.7 million net gain on troubled debt restructurings for the nine months ended September 30, 2024 is a result of the Company’s various 2025 Convertible Notes restructurings completed during 2024 as part of our overall capital structure management efforts.

The change in interest expense is due to the offsetting impacts of the $8.0 million increase in 2029 Senior Secured Notes principal during the three months ended March 31, 2026 as part of the Preferred Stock Exchange Agreement and the repayment of the 2025 Convertible Notes in May 2025.

Other income (expense), net.

Other income (expense), net for the nine months ended September 30, 2025 and 2024 was $0.6 million and $(0.9) million, respectively.

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

Other income (expense), net for the three months ended March 31, 2026 and 2025 was $0.1 million and $0.3 million, respectively.

The decrease in other income, net was primarily due to lower interest bearing cash balances in the current quarter.

Income tax provision (benefit).

Income tax provision (benefit) for the nine months ended September 30, 2025 and 2024 was a provision of $0.0 million and $0.2 million, respectively.

Income tax provision (benefit) was less than $0.1 million for both the three months ended March 31, 2026 and 2025.

Income (Loss) from discontinued operations, net of tax.

Income (loss) from discontinued operations, net of tax for the nine months ended September 30, 2025 and 2024 was $(0.4) million and $3.0 million, respectively.

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

Income (loss) from discontinued operations, net of tax for the three months ended March 31, 2025 was $0.4 million.

There was no income (loss) from discontinued operations during the three months ended March 31, 2026 as the Telematics Business was sold in November 2024.

Preferred stock dividends.

During the nine months ended September 30, 2025 and 2024, we recorded dividends of $2.7 million and $2.4 million, respectively, on our Series E preferred stock.

During the three months ended March 31, 2025, we recorded dividends of $0.9 million.

There were no preferred stock dividends during the three months ended March 31, 2026 as all outstanding preferred stock was surrendered and forfeited by the Preferred Stock Holder as part of the Preferred Stock Exchange Agreement on January 14, 2026.

Liquidity and Capital Resources

As of September 30, 2025, the Company had available cash and cash equivalents totaling $14.6 million and maintained positive working capital of $13.1 million.

The Company had negative cash outflows from operations of $4.8 million for the nine months ended September 30, 2025, but this was largely due to timing of cash receipts on accounts receivable balances and the payout of the Company’s annual bonuses that were fully accrued for at December 31, 2024.

As of March 31, 2026, the Company had available cash and cash equivalents totaling $19.3 million and maintained positive working capital of $1.1 million.

The Company had positive cash flows from operations of $1.7 million for the three months ended March 31, 2026.

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

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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.

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

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.

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

The Company’s 9.0% senior secured notes due in 2029 (the “2029 Senior Secured Notes”) had a principal balance of $40.9 million as of September 30, 2025 and mature on May 1, 2029.

As of March 31, 2026, there were no outstanding borrowings and availability to borrow under the Working Capital Facility was $14.5 million.

The Company’s 3.25% convertible notes due in 2025 (the “2025 Convertible Notes”) matured on May 1, 2025, at which time all outstanding principal and related accrued interest was paid-off in full.

The Company’s 9.0% senior secured notes due in 2029 (the “2029 Senior Secured Notes”) had a principal balance of $48.9 million as of March 31, 2026 and mature on May 1, 2029.

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

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

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

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

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

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Contractual Obligations and Commitments

As of September 30, 2025, our material contractual obligations consisted of the following:

• To mitigate the risk of material shortages and price increases, we enter into non-cancellable purchase obligations with certain key contract manufacturers for the purchase of goods and services in the three to four quarters following the balance sheet date.

As of March 31, 2026, our material contractual obligations consisted of the following:

• To mitigate the risk of material shortages and price increases, we enter into non-cancellable purchase obligations with certain key contract manufacturers and other vendors for the purchase of goods and services to be received up to three to four quarters following the balance sheet date.

Our purchase obligations consist of agreements to purchase goods and services entered into in the ordinary course of business.

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

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

• $48.9 million in outstanding borrowings under the 2029 Senior Secured Notes;

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• Operating lease liabilities that are included on our consolidated balance sheet.

There were no material changes in our other contractual obligations, other than the full repayment upon maturity of the 2025 Convertible Notes, during the three or nine months ended September 30, 2025.

There were no material changes in our other contractual obligations, other than the full repayment upon maturity of the 2025 Convertible Notes on May 1, 2025.

Historical Cash Flows

The following table summarizes our unaudited condensed consolidated statements of cash flows for the periods indicated (in thousands):

Nine Months Ended

September 30,

Three Months Ended

Operating cash flows from continuing operations $ 1,715 $ (3,467)

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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

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Operating activities.

Net cash used in operating activities for the nine months ended September 30, 2025 is primarily comprised of a $0.8 million net loss from continuing operations during the period and net cash used for working capital of $16.3 million, which was largely due to timing of cash receipts on accounts receivable balances and the payout of the Company’s annual bonuses that were fully accrued for at December 31, 2024, partially offset by non-cash charges, including depreciation and amortization of $6.1 million and share-based compensation expense of $5.1 million.

Net cash provided by operating activities for nine months ended September 30, 2024 is comprised of cash flows from continuing operations of $40.7 million and cash flows from discontinued operations of $7.0 million.

The cash inflows from continuing operations were primarily related to net cash provided by working capital of $32.7 million, partially offset by a net loss from continuing operations of $2.1 million that was offset by net non-cash charges, including depreciating and amortization of $10.2 million, amortization of debt discount and debt issuance costs of $4.4 million, share-based compensation expense of $2.7 million, and a gain on debt restructurings, net of $13.7 million.

Net cash provided by operating activities for the three months ended March 31, 2026 is primarily comprised of net cash provided by working capital of $1.9 million, which was largely due to timing of large cash receipts on accounts receivable balances, partially offset by the payout of the Company’s annual bonuses that were accrued for at December 31, 2025.

The net cash provided by working capital was partially offset by a $4.5 million net loss and non-cash charges during the period, including share-based compensation expense of $2.3 million and depreciation and amortization of $1.8 million.

Net cash used in operating activities for three months ended March 31, 2025 is primarily comprised of a $1.2 million net loss from continuing operations during the period and net cash used for working capital of $7.0 million, which was largely due to the payout of the annual bonus that was accrued for at December 31, 2024, partially offset by non-cash charges, including depreciation and amortization of $2.1 million, share-based compensation expense of $1.6 million, and provision for excess and obsolete inventory of $0.7 million.

Investing activities.

Net cash used in investing activities during the nine months ended September 30, 2025 is primarily comprised of $6.1 million of cash outflows related to the development of software in support of our products and services.

Net cash used in investing activities for the nine months ended September 30, 2024 is primarily comprised of $3.6 million of cash outflows related to the development of software in support of our products and services.

Net cash used in investing activities during the three months ended March 31, 2026 is primarily comprised of $3.8 million of cash outflows related to the development of software in support of our products and services.

Net cash used in investing activities for the three months ended March 31, 2025 is comprised of $1.7 million of cash outflows related to the development of software in support of our products and services, partially offset by $0.7 million received during the period related to a working capital adjustment payment from the purchaser of the Company’s Telematics Business that was sold in 2024.

Financing activities.

Net cash used in financing activities during the nine months ended September 30, 2025 is primarily comprised of the repayment of the remaining $14.9 million 2025 Convertible Notes principal balance, partially offset by $0.3 million of cash received from exercises of stock options.

Net cash used in financing activities for the nine months ended September 30, 2024 is comprised of cash outflows of $33.8 million from the repurchase of a portion of our convertible notes and $4.9 million from the termination and repayment of our Prior Credit Facility, partially offset by net cash inflows of $5.9 million from the issuance and partial repayment of our short-term loan and common stock warrants.

Net cash used in financing activities during the three months ended March 31, 2026 is primarily comprised of the $3.3 million payment made as part of the Preferred Stock Exchange Agreement.

Net cash provided by financing activities for the three months ended March 31, 2025 is comprised of less than $0.1 million of cash received from exercises of stock options.

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 2. Management’s Discussion and Analysis