INSEEGO CORP. 10-Q

Item 1. Financial Statements. INSEEGO CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except par value, share and per share data) March 31, 2026 December 31, 2025 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 19,297 $ 24,886 Accounts receivable, net of allowance for expected credit losses of $ 145 and $ 159 , respectively 15,719 25,086 Inventories 12,541 7,726 Prepaid expenses and other current assets 5,704 6,389 Total current assets 53,261 64,087 Property, plant and equipment, net of accumulated depreciation of $ 29,571 and $ 26,063 , respectively 1,308 1,087 Intangible assets, net of accumulated amortization of $ 34,022 and $ 32,336 , respectively 21,873 20,676 Goodwill 3,949 3,949 Operating lease right-of-use assets 3,235 3,451 Other assets 531 557 Total assets $ 84,157 $ 93,807 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 24,741 $ 23,583 Accrued expenses and other current liabilities 27,397 24,856 Total current liabilities 52,138 48,439 Long-term liabilities: Operating lease liabilities 2,649 2,910 Deferred tax liabilities, net 189 186 2029 Senior Secured Notes, net 50,415 41,611 Other long-term liabilities 4,181 4,705 Total liabilities 109,572 97,851 Commitments and contingencies (Note 9.) Stockholders’ deficit: Preferred stock, par value $ 0.001 ; 2,000,000 shares authorized: Preferred stock, par value $ 0.001 ; 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, 16,228,548 and 15,388,978 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 16 15 Additional paid-in capital 871,990 903,899 Accumulated other comprehensive loss 376 403 Accumulated deficit ( 897,797 ) ( 908,361 ) Total stockholders’ deficit ( 25,415 ) ( 4,044 ) Total liabilities and stockholders’ deficit $ 84,157 $ 93,807 See accompanying notes to condensed consolidated financial statements (unaudited). INSEEGO CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (In thousands, except share and per share data) (Unaudited) 4 Three Months Ended March 31, 2026 2025 Revenues: Mobile solutions $ 16,688 $ 17,790 Fixed wireless access solutions 5,314 1,903 Product 22,002 19,693 Software services and other 12,336 11,980 Total revenues 34,338 31,673 Cost of revenues: Product 16,382 15,396 Software services and other 1,359 1,294 Total cost of revenues 17,741 16,690 Gross profit 16,597 14,983 Operating costs and expenses: Research and development 5,810 4,535 Sales and marketing 5,622 3,934 General and administrative 6,937 4,490 Depreciation and amortization 1,794 2,064 Impairment of capitalized software — 384 Total operating costs and expenses 20,163 15,407 Operating income (loss) ( 3,566 ) ( 424 ) Other (expense) income: Interest expense ( 1,061 ) ( 1,026 ) Other income (expense), net 125 303 Income (loss) before income taxes ( 4,502 ) ( 1,147 ) Income tax provision (benefit) 34 23 Income (loss) from continuing operations ( 4,536 ) ( 1,170 ) Income (loss) from discontinued operations (net of income tax provision (benefit) of $ — and $ 400 , respectively) — ( 400 ) 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 ) Per share data: Net earnings (loss) per share Basic Continuing operations $ 0.66 $ ( 0.14 ) Discontinued operations — ( 0.03 ) Basic earnings (loss) per share* $ 0.66 $ ( 0.16 ) Diluted Continuing operations $ 0.65 $ ( 0.14 ) Discontinued operations — ( 0.03 ) Diluted earnings (loss) per share* $ 0.65 $ ( 0.16 ) Weighted-average shares used in computation of net earnings (loss) per share Basic 16,093,430 15,002,003 Diluted 16,356,246 15,002,003 Other comprehensive income (loss): Foreign currency translation adjustment ( 27 ) 6 Comprehensive loss $ ( 4,563 ) $ ( 1,564 ) *Rounding may impact summation of amounts See accompanying notes to condensed consolidated financial statements (unaudited). 5 INSEEGO CORP. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (In thousands) (Unaudited) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other 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 ) Net income (loss) — — — — — ( 1,570 ) — ( 1,570 ) Foreign currency translation adjustment — — — — — — 6 6 Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld — — 16 — ( 174 ) — — ( 174 ) Share-based compensation — — — — 1,601 — — 1,601 Preferred stock dividends — — — — 864 ( 864 ) — — 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 ) Net income (loss) — — — — — ( 4,536 ) — ( 4,536 ) Foreign currency translation adjustment — — — — — — ( 27 ) ( 27 ) Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld — — 73 — ( 420 ) — — ( 420 ) Share-based compensation — — — — 2,304 — — 2,304 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). 6 INSEEGO CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended March 31, 2026 2025 Cash flows from operating activities: Net income (loss) $ ( 4,536 ) $ ( 1,570 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: (Income) Loss from discontinued operations, net of tax — 400 Depreciation and amortization 1,813 2,098 Provision for expected credit losses ( 14 ) 14 Impairment of capitalized software — 384 Provision for excess and obsolete inventory 312 680 Share-based compensation expense 2,304 1,601 Amortization of debt discount (premium) and debt issuance costs, net ( 114 ) ( 22 ) Deferred income taxes 3 3 Non-cash operating lease expense 216 263 Other 79 — Changes in assets and liabilities: Accounts receivable 9,381 1,698 Inventories ( 5,127 ) ( 2,218 ) Prepaid expenses and other assets 711 1,346 Accounts payable 2,056 ( 850 ) Accrued expenses and other liabilities ( 5,136 ) ( 6,972 ) Operating lease liabilities ( 233 ) ( 322 ) Operating cash flows from continuing operations 1,715 ( 3,467 ) Operating cash flows from discontinued operations — — Net cash provided by (used in) operating activities 1,715 ( 3,467 ) Cash flows from investing activities: Purchases of property, plant and equipment ( 131 ) ( 32 ) Additions to capitalized software development costs and purchases of intangible assets ( 3,816 ) ( 1,693 ) Investing cash flows from continuing operations ( 3,947 ) ( 1,725 ) Investing cash flows from discontinued operations — 710 Net cash used in investing activities ( 3,947 ) ( 1,015 ) Cash flows from financing activities: 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 Financing cash flows from continuing operations ( 3,333 ) 42 Financing cash flows from discontinued operations — — Net cash provided by (used in) financing activities ( 3,333 ) 42 Effect of exchange rates on cash ( 24 ) ( 7 ) Net decrease in cash and cash equivalents ( 5,589 ) ( 4,447 ) Cash and cash equivalents, beginning of period 24,886 39,596 Cash and cash equivalents, end of period $ 19,297 $ 35,149 Supplemental disclosures of cash flow information: Cash paid during the year for: Interest $ 80 $ 7 Income taxes $ ( 94 ) $ 57 Supplemental disclosures of non-cash investing and financing activities: Capital expenditures financed through accounts payable or accrued liabilities $ 980 $ 918 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). 7 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) Note 1. Nature of Business and Significant Accounting Policies Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements (“Financial Statements”) have been prepared by Inseego Corp. (the “Company”, “we”, “us” or “our”) in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The Financial Statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. These Financial Statements should be read in conjunction with the audited consolidated financial statements and notes as of and for the year ended December 31, 2025, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”). The condensed consolidated balance sheet as of December 31, 2025 was derived from the audited consolidated financial statements as of that date, but does not include all disclosures required by GAAP. In management’s opinion, the accompanying Financial Statements reflect all normal recurring adjustments necessary for their fair presentation. Other than described below, there have been no changes to the Company’s significant accounting policies described in the Form 10-K that have had a material impact on the Company’s Financial Statements. 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. Segment Information The Company has one reportable segment. 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent liabilities. Actual results could differ materially from these estimates. Estimates are assessed each period and updated to reflect current information. Significant estimates include revenue recognition, capitalized software costs, allowance for credit losses, provision for excess and obsolete inventory, accrued liabilities related to our contract manufacturers, valuation of tangible and intangible long-lived assets, valuation of goodwill, valuation of derivatives, accruals relating to litigation, income taxes and share-based compensation expense. Reclassifications Certain amounts recorded in the prior period consolidated financial statements have been reclassified to conform to the current period financial statement presentation. These reclassifications had no effect on previously reported operating results. 8 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) 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): Measurement of Credit Losses for Accounts Receivable and Contract Assets . ASU 2025-05 provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Accounting Standards Codification Topic 606: Revenue from Contracts with Customers . The practical expedient permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets. 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. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 updates the recognition and capitalization framework to reflect current software development practices, including iterative and agile methodologies, by removing references to "development stages". It also clarifies the criteria for capitalization, which begins when both of the following occur: (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in ASU 2025-06 are effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods, which for the Company would be the fiscal first quarter ending February 28, 2029. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures. 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. Note 2. Financial Statement Details Inventories Inventories consist of the following (in thousands): March 31, 2026 December 31, 2025 Finished goods $ 12,541 $ 7,726 Raw materials and components — — Total inventories $ 12,541 $ 7,726 9 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) Prepaid expenses and other Prepaid expenses and other consists of the following (in thousands): March 31, 2026 December 31, 2025 Rebate receivables $ 2,085 $ 2,608 Receivables from contract manufacturers 912 1,494 Other 2,707 2,287 Total prepaid expenses and other $ 5,704 $ 6,389 Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following (in thousands): March 31, 2026 December 31, 2025 Deferred revenue $ 4,640 $ 6,168 Payroll and related expenses 4,949 6,796 Accrued contract manufacturing liabilities 4,155 5,874 Cash payable for preferred stock exchange 6,479 — Operating lease liabilities 996 968 Royalties 629 884 Accrued interest 1,991 914 Other 3,558 3,252 Total accrued expenses and other current liabilities $ 27,397 $ 24,856 Other long-term liabilities Other long-term liabilities consist of the following (in thousands): March 31, 2026 December 31, 2025 Long-term deferred revenue $ 4,034 $ 4,558 Other 147 147 Total other long-term liabilities $ 4,181 $ 4,705 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. 10 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) Note 3. Fair Value Measurements The following table sets forth the fair value of the financial assets and liabilities measured on a recurring basis and indicates the fair value hierarchy utilized to determine such fair value (in thousands): March 31, 2026 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds 13,624 13,624 — — Total cash equivalents 13,624 13,624 — — December 31, 2025 Total Level 1 Level 2 Level 3 Assets: 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 interest make-whole payment derivative liability was a Level 3 instrument and was valued using a Monte Carlo model. 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, 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. 11 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) Note 4. Debt Working Capital Facility On August 5, 2025, the Company entered into a Credit and Security Agreement (the “Working Capital Facility Agreement”) with BMO Bank N.A. (“BMO”) that provides up to a maximum $ 15.0 million secured asset-backed revolving credit facility (the “Working Capital Facility”). The facility matures on August 5, 2028 and contains certain financial and non-financial covenants. The Company was in compliance with all covenants under the Working Capital Facility Agreement as of March 31, 2026. Obligations under the Working Capital Facility are secured by a continuing security interest in substantially all property of Inseego Corp. and certain of its subsidiaries, subject to customary exclusions. Availability under the Working Capital Facility is determined monthly as the excess of a borrowing base (“Borrowing Base”), comprised of a percentage of eligible accounts receivable and eligible inventory, over the total loans outstanding under the Working Capital Facility. If the aggregate outstanding amount of the Working Capital Facility exceeds the Borrowing Base at any time, the excess amount shall be payable on demand by BMO. Priority of the obligations of the Company with respect to the Working Capital Facility is senior to the priority of the obligations of the Company with respect to the 2029 Senior Secured Notes on the assets of the Company which constitute current assets and junior to the priority to the obligations of the company with respect to the 2029 Senior Secured Notes on the assets of which company which are not current assets, as set forth in the Working Capital Facility Agreement. The Working Capital Facility contains customary events of default, including a cross-default and cross-payment default for certain indebtedness in an aggregate principal amount in excess of $ 1.0 million and a cross-default for certain termination events under Swap Contracts with a termination value (determined in accordance with the terms of the Working Capital Facility Agreement) in excess of $ 1.0 million, as set forth in the Working Capital Facility Agreement. Loans made under the Working Capital Facility bear interest at a Term Secured Overnight Financing Rate (“SOFR”), as defined in the Working Capital Facility Agreement, plus an applicable margin ranging from 1.00 - 2.50 %, subject to certain exceptions. Interest on loans made under the Working Capital Facility are paid in cash, in arrears, on a semi-annual basis. As of 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 On November 6, 2024, the Company issued to multiple noteholders approximately $ 40.9 million in principal amount of new senior secured notes due in 2029 (the “2029 Senior Secured Notes”). The 2029 Senior Secured Notes bear interest at 9.0 % per annum, to be paid in cash, in arrears, on a semi-annual basis, and have a maturity date of May 1, 2029. The Company may, subject to certain provisions, issue additional principal amounts of the 2029 Senior Secured Notes with the same terms as the notes issued on November 6, 2024, with the exception of the first date on which interest expense begins to accrue. The 2029 Senior Secured Notes are secured by a first priority lien on substantially all of the Company’s assets. 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. 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. 12 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) The 2029 Senior Secured Notes, net consists of the following (in thousands): March 31, 2026 December 31, 2025 Principal gross amount $ 48,879 $ 40,879 Add: unamortized debt premium 2,032 1,247 Less: unamortized issuance costs ( 496 ) ( 515 ) Net carrying amount $ 50,415 $ 41,611 2025 Convertible Notes In 2020, the Company completed both a registered public offering and a privately negotiated exchange agreement that resulted in the issuance of 3.25 % convertible senior notes due in 2025 (the “2025 Convertible Notes”). The 2025 Convertible Notes matured on May 1, 2025. The 2025 Convertible Notes were senior unsecured obligations of the Company and bore interest at an annual rate of 3.25 %, which was payable semi-annually in arrears on May 1 and November 1 of each year. 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): Three Months Ended March 31, 2026 2025 2029 Senior Secured Notes Contractual interest expense $ 1,072 $ 920 Amortization of debt issuance costs 40 38 Amortization of debt discount/(premium) ( 154 ) ( 93 ) Total interest expense $ 958 $ 865 Related party interest expense $ 672 $ 672 Working Capital Facility Contractual interest expense 9 — Amortization of debt issuance costs 14 — Total interest expense $ 23 $ — 2025 Convertible Notes Contractual interest expense $ — $ 121 Amortization of debt issuance costs — 15 Amortization of debt discount/(premium) — 18 Total interest expense $ — $ 154 Other interest expense $ 80 $ 7 Consolidated interest expense $ 1,061 $ 1,026 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. 13 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) Note 5. Share-based Compensation 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 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 March 31, 2026 2025 Cost of revenues $ 181 $ 52 Research and development 205 268 Sales and marketing 527 146 General and administrative 1,391 1,135 Total $ 2,304 $ 1,601 Stock Options The Compensation Committee of the Board of Directors determines eligibility, vesting schedules and exercise prices for stock options granted. The Company generally uses the Black-Scholes option pricing model to estimate the fair value of its stock options, which generally only include time-based vesting requirements. 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 three months ended March 31, 2026: Outstanding — December 31, 2025 1,517,039 Granted — Exercised ( 481 ) Canceled ( 5,000 ) 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. The Company granted a total of 850,000 of these options to the CEO at a weighted average exercise price of $ 18.46 . The total grant-date fair value of the options was $ 6.7 million and will be expensed over the four-year vesting term of the awards. These options granted to the Company’s CEO were valued using a Monte Carlo simulation model. The following table details the key assumptions utilized in the Monte Carlo simulation model used to calculate the grant-date fair value of the awards: 14 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) January 6, 2025 Valuation date stock price $ 11.23 Simulation term (years) 10 Risk-free interest rate 4.57 % Volatility 84.00 % Expected dividend yield — % 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 Pursuant to the 2018 Plan and the 2015 Plan, the Company may issue RSUs that, upon satisfaction of vesting conditions, allow recipients to receive common stock. Issuances of such awards reduce common stock available under the 2018 Plan and 2015 Plan for stock incentive awards. The Company measures compensation cost associated with grants of RSUs at fair value, which is generally the closing price of the Company’s stock on the date of grant. RSUs generally vest over a three - to four-year period. 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 Granted 2,451 Vested ( 115,215 ) Forfeited ( 47,551 ) 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 . The Company also granted the CEO RSUs that contain a market-based vesting condition in addition to a time-based vesting requirement (“Market-based CEO RSUs”). The Company granted 167,910 of these Market-based CEO RSUs with a total grant-date fair value of $ 3.2 million that will be expensed over the three-year vesting term of the awards. The actual number of shares to be issued upon completion of the time-based vesting requirement of the Market-based CEO RSUs is dependent upon the Company’s share price performance relative to the total shareholder return of Russell Microcap Index (“rTSR”) over the vesting period, ranging from 0 % to 200 % of the number of market-based RSUs granted. The following table details the key assumptions utilized in the Monte Carlo simulation model used to calculate the grant-date fair value of the Market-based CEO RSUs: January 6, 2025 Valuation date stock price $ 11.23 Simulation term (years) 3 Risk-free interest rate 4.25 % Volatility 105.63 % Expected dividend yield — % Correlation coefficient 0.3741 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. Note 6. 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 dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock 15 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) 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. The calculation of basic and diluted EPS was as follows (in thousands, except per share data): Income/(Loss) (Numerator) Shares (Denominator) Per-Share Amount* For the three months ended March 31, 2026 Basic EPS Net income (loss) $ ( 4,536 ) Add: preferred stock exchange deemed contribution 15,100 Income (loss) attributable to common stockholders $ 10,564 16,093 $ 0.66 Diluted EPS Income (loss) attributable to common stockholders $ 10,564 16,093 Effect of dilutive stock options and unvested restricted stock 263 Diluted EPS $ 10,564 16,356 $ 0.65 For the three months ended March 31, 2025 Basic and Diluted EPS Income (Loss) from continuing operations $ ( 1,170 ) Less: preferred stock dividends ( 864 ) Income (loss) from continuing operations attributable to common stockholders ( 2,034 ) 15,002 $ ( 0.14 ) Income from discontinued operations, net of tax ( 400 ) 15,002 $ ( 0.03 ) Income (loss) attributable to common stockholders $ ( 2,434 ) 15,002 $ ( 0.16 ) (*) 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 March 31, 2026 and 2025 (in thousands): As of March 31, 2026 2025 Common stock warrants 2,930 3,018 Stock options 1,280 1,121 Restricted stock units 103 1,318 Employee stock purchase plan 28 29 2025 Convertible Notes — 119 Total 4,341 5,605 Note 7. Stockholders' Equity (Deficit) Warrants 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. 16 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) 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 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. Note 8. Segment, Geographic, and Concentrations of Risk Information Segment Information 17 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 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. The accounting policies of our single reportable segment are the same as those described in Note 1 – Nature of Business and Significant Accounting Policies . The CODM uses net income (loss) in evaluating the performance of our single reportable segment and determining how to allocate resources of the Company as a whole, including investing in our products, services and customers. As the Company only has one reportable segment, the measure of segment assets is reported on the balance sheet as total consolidated assets. The following table details the revenues, significant expenses and other segment items regularly provided to the CODM: Three Months Ended March 31, 2026 2025 Revenues $ 34,338 $ 31,673 Less: Adjusted cost of revenues (1) 17,560 16,638 Adjusted research and development (2) 5,595 4,267 Adjusted sales and marketing (2) 5,105 3,788 Adjusted general and administrative (3) 4,346 3,355 Adjusted depreciation and amortization (4) 1,794 1,748 Capitalizable software development expenditures 2,920 2,376 Capitalized software development expenditures ( 2,920 ) ( 2,376 ) Share-based compensation 2,304 1,601 Amortization of purchased intangible assets related to business combinations — 316 Impairment of capitalized software — 384 Non‑recurring transaction‑related costs 1,200 — Interest expense 1,061 1,026 Other (income) expense, net ( 125 ) ( 303 ) Income tax provision (benefit) 34 23 Segment net income (loss) $ ( 4,536 ) $ ( 1,170 ) Reconciliation of profit or loss Income (loss) from discontinued operations, net of tax — ( 400 ) Consolidated net income (loss) $ ( 4,536 ) $ ( 1,570 ) (1) Excludes any share-based compensation expense. (2) Excludes any depreciation and amortization or share-based compensation expense. (3) Excludes any depreciation and amortization, share-based compensation expense, right-of-use asset impairments, gain on early lease terminations, or debt restructuring costs. (4) Excludes amortization of purchased intangible assets. Geographic Information The following table details the Company’s revenues by geographic region based on shipping destination (in thousands): Three Months Ended March 31, 2026 2025 United States and Canada $ 34,229 $ 31,620 Europe (including United Kingdom) $ 39 $ — Australia $ 70 $ 53 Total $ 34,338 $ 31,673 18 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 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 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. Note 9. Commitments and Contingencies Noncancellable Purchase Obligations 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 March 31, 2026, future payments under these noncancellable purchase obligations were approximately $ 127.1 million. Legal The Company is, from time to time, party to various legal proceedings arising in the ordinary course of business. The Company is regularly required to directly or indirectly participate in other U.S. patent infringement actions pursuant to its contractual indemnification obligations to certain customers. Based on an evaluation of these matters the Company currently believes that liabilities arising from, or sums paid in settlement of these existing matters, if any, would not have a material adverse effect on its consolidated results of operations or financial condition. Indemnification In the normal course of business, the Company periodically enters into agreements that require the Company to indemnify and defend its customers for, among other things, claims alleging that the Company’s products infringe upon third-party patents or other intellectual property rights. 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. Note 10. Income Taxes 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. Specifically, the OBBBA provides for 100% bonus depreciation and eliminates the requirement under Internal Revenue Code Section 174 to capitalize and amortize U.S. 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 for 2026. 19 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) Note 11. 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. 20