What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-08 · 159 added, 85 removed, 481 unchanged (34% of the section changed)

26 unchanged sentences

Deferred tax liabilities, net 192 186

Working Capital Facility 10,000 —

2029 Senior Secured Notes, net 50,291 41,611

6 unchanged sentences

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)

39,500 shares designated, no shares outstanding as of June 30, 2026, 25,000 issued and outstanding as of 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

150,000,000 shares authorized, 16,401,284 and 15,388,978 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 875,237 903,899

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Mobile solutions $ 17,291 $ 13,672 $ 33,979 $ 31,462

23 unchanged sentences

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

— — — ( 400 )

Net income (loss) ( 8,438 ) 507 ( 12,974 ) ( 1,063 )

13 unchanged sentences

Diluted 16,317,614 15,023,832 16,672,326 15,012,918

Other comprehensive income (loss):

Other comprehensive income:

Foreign currency translation adjustment 44 109 17 115

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

Comprehensive income (loss) $ ( 8,394 ) $ 616 $ ( 12,957 ) $ ( 948 )

*Rounding may impact summation of amounts

14 unchanged sentences

Preferred stock dividends — — — — 1,747 ( 1,747 ) — —

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

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

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

4 unchanged sentences

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

Balance, June 30, 2026 — $ — 16,401 $ 16 $ 875,237 $ ( 906,235 ) $ 420 $ ( 30,562 )

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

INSEEGO CORP.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(In thousands)

Preferred Stock Common Stock Additional

Paid-in Capital Accumulated Deficit Accumulated

Comprehensive (Loss) Income Total

Stockholders’ Deficit

Shares Amount Shares Amount

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

Net loss — — — — — 507 — 507

Foreign currency translation adjustment — — — — — — 109 109

Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld — — 36 — 229 — — 229

Share-based compensation — — — — 1,654 — — 1,654

Preferred stock dividends — — — — 883 ( 883 ) — —

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

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

Net income — — — — — ( 8,438 ) — ( 8,438 )

Foreign currency translation adjustment — — — — — — 44 44

Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld — — 172 — 198 — — 198

Share-based compensation

— — — — 3,049 — — 3,049

Preferred stock exchange — — — — — — — —

Balance, June 30, 2026 — $ — 16,401 $ 16 $ 875,237 $ ( 906,235 ) $ 420 $ ( 30,562 )

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

2 unchanged sentences

(In thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

Net income (loss) $ ( 12,974 ) $ ( 1,063 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

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

16 unchanged sentences

Operating cash flows from discontinued operations — ( 881 )

Net cash provided by (used in) operating activities 1,715 ( 3,467 )

Net cash used in operating activities ( 22,062 ) ( 7,936 )

Cash flows from investing activities:

5 unchanged sentences

Cash flows from financing activities:

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

Draws on Working Capital Facility 10,000 —

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

44 unchanged sentences

These reclassifications had no effect on previously reported operating results.

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 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

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

Recently Adopted Accounting Pronouncements

27 unchanged sentences

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

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Financial Statement Details

4 unchanged sentences

Total inventories $ 8,923 $ 7,726

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Prepaid expenses and other

23 unchanged sentences

Total other long-term liabilities $ 3,754 $ 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.

As of June 30, 2026, of the $ 3.6 million long-term deferred revenue balance, $ 2.8 million relates to performance obligations expected to be satisfied between one and two years from June 30, 2026, and $ 0.8 million relates to performance obligations expected to be satisfied thereafter.

INSEEGO CORP.

2 unchanged sentences

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

March 31, 2026

June 30, 2026

Total Level 1 Level 2 Level 3

6 unchanged sentences

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.

No transfers between levels occurred during the three or six months ended June 30, 2026 or June 30, 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.

During the six months ended June 30, 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 six months ended June 30, 2025.

Other Financial Instruments

1 unchanged sentence

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.

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 six months ended June 30, 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.

7 unchanged sentences

(“BMO”) that provides up to a maximum $ 15.0 million secured asset-backed revolving credit facility (the “Working Capital Facility”).

On May 22, 2026, the Company amended the Working Capital Facility Agreement to increase the maximum borrowing capacity to $ 20.0 million.

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.

The Company was in compliance with all covenants under the Working Capital Facility Agreement as of June 30, 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.

If the aggregate outstanding amount of the Working Capital Facility, including outstanding letters of credit, 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 the 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.

1 unchanged sentence

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.

As of June 30, 2026, the Company had $ 3.0 million of outstanding letters of credit issued under the Working Capital Facility to support inventory purchases.

No amounts had been drawn under the letters of credit as of June 30, 2026, and no funded obligations were payable to BMO.

The following table details the outstanding borrowings and availability to borrow under the Working Capital Facility (in thousands):

2026 December 31,

Outstanding borrowings $ 10,000 $ —

Availability to borrow 6,452 14,452

2029 Senior Secured Notes

5 unchanged sentences

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

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

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

As of June 30, 2026, $ 48.9 million of principal of the 2029 Senior Secured Notes was outstanding, $ 31.8 million of which was held by related parties.

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

11 unchanged sentences

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):

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

2029 Senior Secured Notes

3 unchanged sentences

Total interest expense $ 975 $ 865 $ 1,933 $ 1,730

Effective interest rate 8.0 % 8.5 % 8.0 % 8.5 %

Related party interest expense $ 634 $ 673 $ 1,257 $ 1,345

3 unchanged sentences

Total interest expense $ 72 $ — $ 95 $ —

Effective interest rate 12.0 % — % 16.0 % — %

2025 Convertible Notes

3 unchanged sentences

Total interest expense $ — $ 54 $ — $ 208

Effective interest rate — % 4.1 % — % 4.1 %

Other interest expense $ 163 $ 14 $ 243 $ 21

Consolidated interest expense $ 1,210 $ 933 $ 2,271 $ 1,959

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

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

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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”).

During the six months ended June 30, 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):

The 2018 Plan authorizes 5,775,308 shares, of which 1,623,331 remain available for future grants as of June 30, 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 and six months end ed June 30, 2026 and 2025 (in thousands):

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Cost of revenues $ 281 $ 55 $ 462 $ 107

3 unchanged sentences

Total $ 3,049 $ 1,654 $ 5,353 $ 3,255

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Stock Options

2 unchanged sentences

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

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

The following table summarizes the Company’s stock option activity for the six months ended June 30, 2026:

Outstanding — December 31, 2025 1,517,039

1 unchanged sentence

Canceled ( 63,725 )

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.

Outstanding — June 30, 2026 1,414,642

Exercisable — June 30, 2026 455,465

During the six months ended June 30, 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.

3 unchanged sentences

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:

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

January 6, 2025

4 unchanged sentences

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.

At June 30, 2026, total unrecognized compensation expense related to stock options was $ 5.4 million, which is expected to be recognized over a weighted-average period of 2.70 years.

Restricted Stock Units

3 unchanged sentences

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

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

The following table summarizes the Company’s RSU activity for the six months ended June 30, 2026:

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

2 unchanged sentences

Forfeited ( 108,907 )

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 .

Non-vested — June 30, 2026 1,640,730

During the six months ended June 30, 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

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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”).

9 unchanged sentences

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.

At June 30, 2026, total unrecognized compensation expense related to RSUs, including the RS Us with a market based condition discussed above, was $ 12.8 million, which is expected to be recognized over a weighted-average period of 2.70 years.

Earnings (Loss) per Share

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

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

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

Potentially dilutive securities (consisting primarily of 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.

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):

2 unchanged sentences

(Denominator) Per-Share Amount*

For the three months ended March 31, 2026

For the three months ended June 30, 2026

Basic and Diluted EPS

Net income (loss) $ ( 8,438 )

preferred stock dividends —

Income (loss) from continuing operations attributable to common stockholders ( 8,438 ) 16,318 $ ( 0.52 )

Income from discontinued operations, net of tax — 16,318 $ —

Income (loss) attributable to common stockholders $ ( 8,438 ) 16,318 $ ( 0.52 )

For the three months ended June 30, 2025

Basic and Diluted EPS

Income (loss) from continuing operations $ 507

preferred stock dividends ( 883 )

Income (loss) from continuing operations attributable to common stockholders ( 376 ) 15,024 $ ( 0.03 )

Income from discontinued operations, net of tax — 15,024 $ —

Income (loss) attributable to common stockholders $ ( 376 ) 15,024 $ ( 0.03 )

For the six months ended June 30, 2026

Net income (loss) $ ( 12,974 )

preferred stock dividends —

preferred stock exchange deemed contribution 15,100

Income (loss) from continuing operations attributable to common stockholders 2,126 16,206 $ 0.13

Income from discontinued operations, net of tax — 16,206 $ —

Income (loss) attributable to common stockholders $ 2,126 16,206 $ 0.13

1 unchanged sentence

Effect of dilutive stock options and unvested restricted stock 350

Effect of common stock warrants 116

Diluted EPS $ 2,126 16,672 $ 0.13

For the three months ended March 31, 2025

For the six months ended June 30, 2025

Basic and Diluted EPS

5 unchanged sentences

(*) 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,

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Common stock warrants 2,930 3,018 2,813 3,018

2 unchanged sentences

Employee stock purchase plan 28 35 28 35

2025 Convertible Notes — 119

Total 6,014 5,657 4,050 5,657

5 unchanged sentences

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

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:

The following table summarizes warrant activity for the six months ended June 30, 2026 and 2025:

Warrants Weighted-Average

2 unchanged sentences

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

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

Outstanding — June 30, 2025 3,018,304 $ 12.59 3.26

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

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

Outstanding — June 30, 2026 2,929,770 $ 12.63 2.26

Preferred Stock

7 unchanged sentences

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 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

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

5 unchanged sentences

Segment Information

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

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

As of June 30, 2026, the Company’s CODM was its CEO.

The Company’s CODM does not manage any part of the Company separately, and the allocation of resources and assessment of performance is based solely on the Company’s consolidated operations and financial results.

3 unchanged sentences

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

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Revenues $ 43,984 $ 40,223 $ 78,322 $ 71,896

2 unchanged sentences

Adjusted research and development (2)

5,022 4,554 10,617 8,821

Adjusted sales and marketing (2)

5,704 3,808 10,809 7,596

Adjusted general and administrative (3)

3,916 3,513 8,262 6,868

Adjusted depreciation and amortization (4)

2,243 1,761 4,037 3,509

Capitalizable software development expenditures 3,009 1,985 5,929 4,361

4 unchanged sentences

Non‑recurring transaction‑related costs (5)

2,102 — 3,302 —

Interest expense 1,210 933 2,271 1,959

5 unchanged sentences

Consolidated net income (loss) $ ( 8,438 ) $ 507 $ ( 12,974 ) $ ( 1,063 )

(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.

(1) Excludes any share-based compensation expense and non-recurring transaction-related costs.

(2) Excludes any depreciation and amortization, share-based compensation expense, and non-recurring transaction-related costs.

(3) Excludes any depreciation and amortization, share-based compensation expense, right-of-use asset impairments, gain on early lease terminations, debt restructuring costs, and non-recurring transaction-related costs.

(4) Excludes amortization of purchased intangible assets.

(5) Non-recurring transaction costs related to the Preferred Stock Exchange Agreement and Purchase Agreement for Nokia’s FWA business

Geographic Information

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

United States and Canada $ 43,675 $ 40,130 $ 77,904 $ 71,750

2 unchanged sentences

Total $ 43,984 $ 40,223 $ 78,322 $ 71,896

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

1 unchanged sentence

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.

For the three months ended June 30, 2026, two customers accounted for 42.6 % and 37.8 % of revenues, respectively.

For the three months ended June 30, 2025, two customers accounted for 62.2 % and 24.2 % of revenues, respectively.

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

For the six months ended June 30, 2026, three customers accounted for 47.2 %, 24.5 %, and 18.7 % of revenues, respectively.

For the six months ended June 30, 2025, two customers accounted for 58.9 % and 29.0 % of revenues, respectively.

As of June 30, 2026, two customers accounted for 41.8 % and 42.2 % of accounts receivable, net, respectively.

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

7 unchanged sentences

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

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

As of June 30, 2026, future payments under these noncancellable purchase obligations were approximately $ 119.9 million.

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

5 unchanged sentences

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

Income 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.

Income tax expense was less than $1.0 million for both the three and six months ended June 30, 2026 and June 30, 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.

3 unchanged sentences

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

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Subsequent Events

Asset Purchase Agreement with Nokia

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.

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.

Nokia Investment in Inseego

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements