What changed in this filing

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Item 1A. Risk Factors

2026-05-08 compared with 2025-11-07 · 38 added, 13 removed, 6 unchanged (89% of the section changed)

Risk Factors.

Other than the amended and additional risk factors set forth below, there were no material changes to the risk factors disclosed in Part I, Item 1A, Risk Factors of the Form 10-K, which was filed with the Securities and Exchange Commission on February 19, 2025.

Other than the additional risk factors set forth below, there were no material changes to the risk factors disclosed in Part I, Item 1A, Risk Factors of the Form 10-K, which was filed with the Securities and Exchange Commission on February 26, 2025.

Any of the risks discussed in such report, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations, financial condition or prospects.

Tariffs and other trade restrictions may have an adverse impact on our business, operations and financial results.

We source materials from, and manufacture products in, foreign countries, including countries in Asia, and we also sell products in foreign countries.

As a result, the price and availability of our products is susceptible to international trade risks and other international conditions.

For example, any economic and political uncertainty caused by the tariffs imposed on goods from other countries by the current administration of the United States, and any corresponding tariffs or currency devaluations from other countries in response, may negatively impact demand and/or increase the cost for certain of our products.

Furthermore, the imposition of additional tariffs, duties, border adjustment taxes or other trade restrictions by the United States could result in the adoption of additional or increased tariffs or other trade restrictions by other countries.

Tariffs may in the future increase our cost of materials and may cause us to increase prices to our customers, which we believe may reduce demand for our products.

Our price increases may not be sufficient to fully offset the impact of tariffs and may result in lowering our margin on products sold.

In sum, if the United States Government increases or implements additional tariffs, or if additional tariffs or trade restrictions are implemented by other countries, the resulting trade barriers could have a significant adverse impact on our suppliers, our customers and on our business.

The volatility and unpredictability of international trade policies and conditions add further complexity to our operations, making it challenging to forecast and plan effectively.

We are not able to predict future trade policy of the United States or of any foreign countries in which we operate or purchase goods, or the terms of any trade agreements or their impact on our business.

The adoption and expansion of trade restrictions and tariffs, quotas and embargoes, the occurrence or threat of a trade war or other governmental action related to tariffs or trade agreements or policies, has the potential to adversely impact demand for our products, our costs, our customers, our suppliers and the world and U.S.

economies, which in turn could have a material adverse effect on our business, operating results and financial condition.

Our pending acquisition of Nokia’s fixed wireless access business (the “Nokia FWA Business”) involves a number of risks, the occurrence of which could materially adversely affect our business, financial condition and operating results.

On April 30, 2026, we entered into an asset purchase agreement with Nokia to acquire the Nokia FWA Business.

The acquisitions involves a number of risks, including the following:

• delays in completing the acquisition within the expected time period and the risk that the acquisition may not be completed at all;

• the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the purchase agreement;

• the failure to satisfy any of the conditions to the consummation of the acquisition of the Nokia FWA Business;

• diversion of management's attention to complete the acquisition and integrate the Nokia FWA Business thereafter;

• the announcement and/or consummation of the acquisition disrupting Inseego’s current plans or operations;

• potential litigation relating to the acquisition, including any resulting costs, delays or diversion of management’s attention;

• significant transactions costs and expenses associated with the acquisition, whether or not it is completed;

• the failure to recognize the anticipated benefits of the acquisition, which may be affected by, among other things, the potential loss of customers and/or employees of the Nokia FWA Business, competition, and/or the ability of Inseego to grow and manage growth profitably;

• the risk that costs savings and other anticipated synergies from the acquisition may not be realized when expected, or at all.

The occurrence of any of the above risks could materially adversely affect our business, financial condition and operating results.

Certain of our products and services are subject to laws and regulations in the U.S.

and other regions in which we operate.

Certain of our products and services are subject to laws and regulations in the U.S.

and other regions in which we operate.

From time to time in the ordinary course we may be required to obtain regulatory approvals or licenses in order to sell certain products and services, which could result in increased costs and inability to sell our products and services.

For example, in the U.S., the Federal Communications Commission (“FCC”) regulates many aspects of communications devices and services.

Further, regulatory requirements may change, or we may not be able to receive approvals, registrations or licenses from jurisdictions in which we may desire to sell products and services in the future.

In addition, many laws and regulations are still evolving and being tested in courts and by regulatory authorities and could be interpreted in ways that could harm our business.

For example, on March 23, 2026, the FCC updated the “Covered List” of communications equipment deemed to pose an unacceptable risk to U.S.

national security to include all consumer-grade routers produced in foreign countries, effectively prohibiting the importation, marketing, or sale in the United States of such routers.

Although previously authorized routers may continue to be imported and sold in the United States, modifications to such routers, including firmware and software updates, often require additional FCC authorization.

While we believe that the routers we currently offer are enterprise-grade, not consumer-grade, and thus not subject to the recent FCC update, the FCC may disagree with our determination, and our ability to deliver future products may be impacted.

These restrictions may inhibit our ability to introduce new or upgraded products on our desired timeline and we may be required to:

(i) delay, redesign, or discontinue certain offerings;

(ii) shift manufacturing, assembly, or development activities to the United States or other approved pathways at higher cost;

(iii) maintain older product models longer than planned, potentially reducing competitiveness;

(iv) carry higher inventory levels or incur write-downs if demand shifts or products become non-viable;

and/or (v) devote significant management attention and resources to engineering

changes, testing, certification, and vendor transitions.

Any of these outcomes could adversely affect our revenue, gross margins, and cash flows.

Further, any changes that broaden the definition of covered devices, limit waivers or transition periods, or otherwise extend restrictions to additional categories of equipment could further increase our compliance costs and operational risks.

The application and interpretation of these laws and regulations often are uncertain, particularly in the new and rapidly evolving industry in which we operate.

Because laws and regulations have continued to develop and evolve rapidly, it is possible that we or our products or services may not be, or may not have been, compliant with each applicable law or regulation.

Compliance with applicable laws and regulations may impose substantial costs on our business, and if we fail to comply we may be subject to regulatory and civil liability, additional costs (including fines), reputational harm, and in severe cases, may be prevented from selling our products and services in certain jurisdictions, all of which could materially and adversely affect our business, financial position, results of operation, and cash flows.

Unregistered Sales of Equity Securities and Use of Proceeds.

3 unchanged sentences

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 1A. Risk Factors