Item 1. Financial Statements
Item 1. Financial Statements.
INSEEGO CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value, share and per share data)
June 30,
2026 December 31,
2025
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 1,878 $ 24,886
Accounts receivable, net of allowance for expected credit losses of $ 201 and $ 159 , respectively
40,129 25,086
Inventories 8,923 7,726
Prepaid expenses and other current assets 7,168 6,389
Total current assets 58,098 64,087
Property, plant and equipment, net of accumulated depreciation of $ 12,445 and $ 26,063 , respectively
1,318 1,087
Intangible assets, net of accumulated amortization of $ 34,839 and $ 32,336 , respectively
23,350 20,676
Goodwill 3,949 3,949
Operating lease right-of-use assets 3,016 3,451
Other assets 657 557
Total assets $ 90,388 $ 93,807
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable $ 28,687 $ 23,583
Accrued expenses and other current liabilities 25,645 24,856
Total current liabilities 54,332 48,439
Long-term liabilities:
Operating lease liabilities 2,381 2,910
Deferred tax liabilities, net 192 186
Working Capital Facility 10,000 —
2029 Senior Secured Notes, net 50,291 41,611
Other long-term liabilities 3,754 4,705
Total liabilities 120,950 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 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, 16,401,284 and 15,388,978 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively
16 15
Additional paid-in capital 875,237 903,899
Accumulated other comprehensive loss 420 403
Accumulated deficit ( 906,235 ) ( 908,361 )
Total stockholders’ deficit ( 30,562 ) ( 4,044 )
Total liabilities and stockholders’ deficit $ 90,388 $ 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
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Revenues:
Mobile solutions $ 17,291 $ 13,672 $ 33,979 $ 31,462
Fixed wireless access solutions 14,363 14,511 19,677 16,414
Product 31,654 28,183 53,656 47,876
Software services and other 12,330 12,040 24,666 24,020
Total revenues 43,984 40,223 78,322 71,896
Cost of revenues:
Product 27,756 22,365 44,138 37,761
Software services and other 1,382 1,343 2,741 2,637
Total cost of revenues 29,138 23,708 46,879 40,398
Gross profit 14,846 16,515 31,443 31,498
Operating costs and expenses:
Research and development 5,301 4,820 11,111 9,355
Sales and marketing 6,441 3,951 12,063 7,885
General and administrative 7,756 4,703 14,693 9,193
Depreciation and amortization 2,243 1,761 4,037 3,825
Impairment of capitalized software 341 — 341 384
Total operating costs and expenses 22,082 15,235 42,245 30,642
Operating income (loss) ( 7,236 ) 1,280 ( 10,802 ) 856
Other (expense) income:
Interest expense ( 1,210 ) ( 933 ) ( 2,271 ) ( 1,959 )
Other income (expense), net 43 182 168 485
Income (loss) before income taxes ( 8,403 ) 529 ( 12,905 ) ( 618 )
Income tax provision (benefit) 35 22 69 45
Income (loss) from continuing operations ( 8,438 ) 507 ( 12,974 ) ( 663 )
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 )
Preferred stock dividends — ( 883 ) — ( 1,747 )
Preferred stock exchange deemed contribution — — 15,100 —
Net income (loss) attributable to common stockholders $ ( 8,438 ) $ ( 376 ) $ 2,126 $ ( 2,810 )
Per share data:
Net earnings (loss) per share
Basic
Continuing operations $ ( 0.52 ) $ ( 0.03 ) $ 0.13 $ ( 0.16 )
Discontinued operations — — — ( 0.03 )
Basic earnings (loss) per share* $ ( 0.52 ) $ ( 0.03 ) $ 0.13 $ ( 0.19 )
Diluted
Continuing operations $ ( 0.52 ) $ ( 0.03 ) $ 0.13 $ ( 0.16 )
Discontinued operations — — — ( 0.03 )
Diluted earnings (loss) per share* $ ( 0.52 ) $ ( 0.03 ) $ 0.13 $ ( 0.19 )
Weighted-average shares used in computation of net earnings (loss) per share
Basic 16,317,614 15,023,832 16,206,141 15,012,918
Diluted 16,317,614 15,023,832 16,672,326 15,012,918
Other comprehensive income:
Foreign currency translation adjustment 44 109 17 115
Comprehensive income (loss) $ ( 8,394 ) $ 616 $ ( 12,957 ) $ ( 948 )
*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) — — — — — ( 1,063 ) — ( 1,063 )
Foreign currency translation adjustment — — — — — — 115 115
Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld — — 52 — 55 — — 55
Share-based compensation — — — — 3,255 — — 3,255
Preferred stock dividends — — — — 1,747 ( 1,747 ) — —
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 )
Net income (loss) — — — — — ( 12,974 ) — ( 12,974 )
Foreign currency translation adjustment — — — — — — 17 17
Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld — — 245 — ( 222 ) — — ( 222 )
Share-based compensation — — — — 5,353 — — 5,353
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).
6
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, 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).
7
INSEEGO CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended
June 30,
2026 2025
Cash flows from operating activities:
Net income (loss) $ ( 12,974 ) $ ( 1,063 )
Adjustments to reconcile net loss to net cash used in operating activities:
(Income) Loss from discontinued operations, net of tax — 400
Depreciation and amortization 4,075 3,890
Provision for expected credit losses 42 103
Impairment of capitalized software 341 384
Provision for excess and obsolete inventory 1,090 1,194
Share-based compensation expense 5,353 3,255
Amortization of debt discount (premium) and debt issuance costs, net ( 238 ) ( 65 )
Deferred income taxes 6 6
Non-cash operating lease expense 435 527
Other 147 —
Changes in assets and liabilities:
Accounts receivable ( 15,085 ) ( 10,370 )
Inventories ( 2,287 ) ( 2,664 )
Prepaid expenses and other assets ( 879 ) 1,355
Accounts payable 6,237 4,051
Accrued expenses and other liabilities ( 7,853 ) ( 7,404 )
Operating lease liabilities ( 472 ) ( 654 )
Operating cash flows from continuing operations ( 22,062 ) ( 7,055 )
Operating cash flows from discontinued operations — ( 881 )
Net cash used in operating activities ( 22,062 ) ( 7,936 )
Cash flows from investing activities:
Purchases of property, plant and equipment ( 479 ) ( 220 )
Additions to capitalized software development costs and purchases of intangible assets ( 7,808 ) ( 4,371 )
Investing cash flows from continuing operations ( 8,287 ) ( 4,591 )
Investing cash flows from discontinued operations — 710
Net cash used in investing activities ( 8,287 ) ( 3,881 )
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 ) —
Proceeds from stock option exercises and employee stock purchase plan, net of taxes 699 272
Financing cash flows from continuing operations 7,365 ( 14,677 )
Financing cash flows from discontinued operations — —
Net cash provided by (used in) financing activities 7,365 ( 14,677 )
Effect of exchange rates on cash ( 24 ) 119
Net decrease in cash and cash equivalents ( 23,008 ) ( 26,375 )
Cash and cash equivalents, beginning of period 24,886 39,596
Cash and cash equivalents, end of period $ 1,878 $ 13,221
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 2,227 $ 2,092
Income taxes $ ( 12 ) $ 1,414
Supplemental disclosures of non-cash investing and financing activities:
Capital expenditures financed through accounts payable or accrued liabilities $ 674 $ 225
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).
8
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.
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
9
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
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.
10
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 2. Financial Statement Details
Inventories
Inventories consist of the following (in thousands):
June 30,
2026 December 31,
2025
Finished goods $ 8,923 $ 7,726
Raw materials and components — —
Total inventories $ 8,923 $ 7,726
Prepaid expenses and other
Prepaid expenses and other consists of the following (in thousands):
June 30,
2026 December 31,
2025
Rebate receivables
$ 2,773 $ 2,608
Receivables from contract manufacturers
803 1,494
Other
3,592 2,287
Total prepaid expenses and other $ 7,168 $ 6,389
Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consist of the following (in thousands):
June 30,
2026 December 31,
2025
Deferred revenue $ 4,798 $ 6,168
Payroll and related expenses 4,299 6,796
Accrued contract manufacturing liabilities 3,669 5,874
Cash payable for preferred stock exchange 6,559 —
Operating lease liabilities 1,025 968
Royalties 1,020 884
Accrued interest 1,083 914
Other 3,192 3,252
Total accrued expenses and other current liabilities $ 25,645 $ 24,856
Other long-term liabilities
Other long-term liabilities consist of the following (in thousands):
June 30,
2026 December 31,
2025
Long-term deferred revenue $ 3,608 $ 4,558
Other 146 147
Total other long-term liabilities $ 3,754 $ 4,705
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.
11
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):
June 30, 2026
Total Level 1 Level 2 Level 3
Assets:
Cash equivalents:
Money market funds 76 76 — —
Total cash equivalents 76 76 — —
December 31, 2025
Total Level 1 Level 2 Level 3
Assets:
Cash equivalents:
Money market funds 17,737 17,737 — —
Total cash equivalents 17,737 17,737 — —
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 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
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 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. 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.
12
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”). 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 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 and issued letters of credit outstanding under the Working Capital Facility. 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.
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 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):
June 30,
2026 December 31,
2025
Outstanding borrowings $ 10,000 $ —
Availability to borrow 6,452 14,452
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.
13
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):
June 30,
2026 December 31,
2025
Principal gross amount $ 48,879 $ 40,879
Add: unamortized debt premium 1,869 1,247
Less: unamortized issuance costs ( 457 ) ( 515 )
Net carrying amount $ 50,291 $ 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):
14
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
2029 Senior Secured Notes
Contractual interest expense $ 1,099 $ 920 $ 2,171 $ 1,840
Amortization of debt issuance costs 40 39 80 77
Amortization of debt discount/(premium) ( 164 ) ( 94 ) ( 318 ) ( 187 )
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
Working Capital Facility
Contractual interest expense 58 — 67 —
Amortization of debt issuance costs 14 — 28 —
Total interest expense $ 72 $ — $ 95 $ —
Effective interest rate 12.0 % — % 16.0 % — %
2025 Convertible Notes
Contractual interest expense $ — $ 42 $ — $ 163
Amortization of debt issuance costs — 5 — 20
Amortization of debt discount/(premium) — 7 — 25
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
Note 5. Share-based Compensation
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 1,623,331 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
June 30,
2026 2025 2026 2025
Cost of revenues $ 281 $ 55 $ 462 $ 107
Research and development 242 266 447 534
Sales and marketing 671 143 1,198 289
General and administrative 1,855 1,190 3,246 2,325
Total $ 3,049 $ 1,654 $ 5,353 $ 3,255
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INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
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 six months ended June 30, 2026:
Outstanding — December 31, 2025 1,517,039
Granted —
Exercised ( 38,672 )
Canceled ( 63,725 )
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. 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:
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 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
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 six months ended June 30, 2026:
Non-vested — December 31, 2025 1,846,156
Granted 139,381
Vested ( 235,900 )
Forfeited ( 108,907 )
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
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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”). 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 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.
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 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.
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INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
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 June 30, 2026
Basic and Diluted EPS
Net income (loss) $ ( 8,438 )
Less: 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
Less: 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
Basic EPS
Net income (loss) $ ( 12,974 )
Less: preferred stock dividends —
Add: 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
Diluted EPS
Income (loss) attributable to common stockholders $ 2,126 16,206
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 six months ended June 30, 2025
Basic and Diluted EPS
Income (Loss) from continuing operations $ ( 663 )
Less: preferred stock dividends ( 1,747 )
Income (loss) from continuing operations attributable to common stockholders ( 2,410 ) 15,013 $ ( 0.16 )
Income from discontinued operations, net of tax ( 400 ) 15,013 $ ( 0.03 )
Income (loss) attributable to common stockholders $ ( 2,810 ) 15,013 $ ( 0.19 )
(*) 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 (in thousands):
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INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Common stock warrants 2,930 3,018 2,813 3,018
Stock options 1,415 1,283 1,097 1,283
Restricted stock units 1,641 1,321 112 1,321
Employee stock purchase plan 28 35 28 35
Total 6,014 5,657 4,050 5,657
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.
The following table summarizes warrant activity for the six months ended June 30, 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 — June 30, 2025 3,018,304 $ 12.59 3.26
Outstanding — December 31, 2025 2,929,770 $ 12.63 2.76
Outstanding — June 30, 2026 2,929,770 $ 12.63 2.26
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
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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. 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
As previously detailed in Note 1 – Nature of Business and Significant Accounting Policies , the Company operates as one reportable segment. 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. 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:
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INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Revenues $ 43,984 $ 40,223 $ 78,322 $ 71,896
Less:
Adjusted cost of revenues (1)
28,843 23,653 46,403 40,291
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
Capitalized software development expenditures ( 3,009 ) ( 1,985 ) ( 5,929 ) ( 4,361 )
Share-based compensation 3,049 1,654 5,353 3,255
Amortization of purchased intangible assets related to business combinations — — — 316
Impairment of capitalized software 341 — 341 384
Non‑recurring transaction‑related costs (5)
2,102 — 3,302 —
Interest expense 1,210 933 2,271 1,959
Other (income) expense, net ( 43 ) ( 182 ) ( 168 ) ( 485 )
Income tax provision (benefit) 35 22 69 45
Segment net income (loss) $ ( 8,438 ) $ 507 $ ( 12,974 ) $ ( 663 )
Reconciliation of profit or loss
Income (loss) from discontinued operations, net of tax — — — ( 400 )
Consolidated net income (loss) $ ( 8,438 ) $ 507 $ ( 12,974 ) $ ( 1,063 )
(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
The following table details the Company’s revenues by geographic region based on shipping destination (in thousands):
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
United States and Canada $ 43,675 $ 40,130 $ 77,904 $ 71,750
Europe (including United Kingdom) 206 19 245 19
Australia 103 74 173 127
Total $ 43,984 $ 40,223 $ 78,322 $ 71,896
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 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.
21
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.
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 June 30, 2026, future payments under these noncancellable purchase obligations were approximately $ 119.9 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 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.
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.
22
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.