What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-23 compared with 2025-03-24 · 248 added, 341 removed, 731 unchanged (45% of the section changed)

2 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (FRAZIER & DEETER, LLC, PCAOB ID:

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (MSL, P.A., PCAOB ID:

FINANCIAL STATEMENTS:

Consolidated Balance Sheets – December 31, 2025 and 2024

Consolidated Statements of Comprehensive (Loss) Income - for the years ended December 31, 2024 and 2023

Consolidated Statements of Comprehensive Loss - for the years ended December 31, 2025 and 2024

Consolidated Statements of Shareholders’ Deficit - for the years ended December 31, 2025 and 2024

4 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors

of ParkerVision, Inc.

To the Shareholders and Board of Directors of ParkerVision, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of ParkerVision, Inc.

(the “Company”) as of December 31, 2024, and the related consolidated statements of comprehensive (loss) income, changes in shareholders’ deficit and cash flows for the year then ended, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We also have audited the adjustments to the 2023 information in Note 17 to retrospectively apply the change in accounting (resulting from the adoption of Accounting Standards Update (ASU) 2023-07, Segment Reporting Topic 280):

Improvements to Reportable Segment Disclosures) , as described in Note 1.

In our opinion, such adjustments are appropriate and have been properly applied.

We were not engaged to audit, review, or apply any procedures to the 2023 financial statements of the Company other than with respect to such adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2023 financial statements taken as a whole.

We have audited the accompanying consolidated balance sheets of ParkerVision, Inc.

(the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive loss, changes in shareholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company's Ability to Continue as a Going Concern

25 unchanged sentences

To determine the fair value of contingent payment obligations, the Company uses a present value technique based on discounted cash flows to estimate the fair value.

We determined the fair value of the contingent payment obligations listed above was a critical audit matter because the fair value estimates require significant estimates and assumptions by management, including those relating to future patent-related cash proceeds and discount rates.

We determined the fair value of contingent payment obligations listed above was a critical audit matter because the fair value estimates require significant estimates and assumptions by management, including those relating to future patent-related cash proceeds and discount rates.

Testing these estimates and obtaining sufficient audit evidence involved increased auditor judgment and effort.

3 unchanged sentences

● We performed sensitivity analyses of the timing of future cash flows to evaluate changes in the fair value of the contingent payment obligations.

● We utilized our internal valuation specialist to evaluate the methodology and significant assumptions used in calculating the credit risk portion of the discount rate utilized by management in estimating the fair value of the contingent payment obligations.

● We assessed the reasonableness of the discount rates utilized by management in estimating the fair value of the contingent payment obligations.

/s/ Frazier & Deeter, LLC

2 unchanged sentences

March 23, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

PARKERVISION, INC.

Opinion on the Consolidated Financial Statements

We have audited, before the effects of the adjustments to retrospectively apply the change in accounting described in Notes 1 and 17, and the disclosure of “Segment Information” (as described in Note 17), the accompanying consolidated balance sheet of ParkerVision, Inc.

(the “Company”) and its subsidiary as of December 31, 2023, and the related consolidated statements of comprehensive income, shareholders’ deficit, and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements referred to above, before the effects of the adjustments to retrospectively apply the change in accounting (as described in Notes 1 and 17), and disclosure of “Segment Information” (as described in Note 17) , present fairly, in all material respects, the financial position of the Company and its subsidiary as of December 31, 2023, and the results of their operations and their cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the change in accounting (as described in Notes 1 and 17), and disclosure of “Segment Information” (as described in Note 17), and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied.

Those adjustments were audited by Frazier & Deeter, LLC.

Substantial Doubt About the Entity's Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the consolidated financial statements, the Company's current resources are not sufficient to meet their liquidity needs for the next twelve months, the Company has historically suffered recurring losses from operations, and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern.

Management’s evaluation of the events and conditions and management's plans regarding those matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our opinion is not modified with respect to this matter.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Basis for Opinion (Continued)

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ MSL, P.A.

We have served as the Company’s auditor from 2019-2024.

Fort Lauderdale, Florida

March 21, 2024

PARKERVISION, INC.

CONSOLIDATED BALANCE SHEETS

7 unchanged sentences

Total current assets

Intangible assets, net

Other assets, net

Intangible and other assets, net

$ 5,359 $ 5,879

6 unchanged sentences

Convertible notes, current portion

Related party convertible notes, current portion

Related party note payable, current portion

5 unchanged sentences

Convertible notes, net of current portion

Related party convertible notes, net of current portion

Related party convertible notes

Related party note payable, net of current portion

5 unchanged sentences

SHAREHOLDERS' DEFICIT:

Common stock, $ .01 par value, 225,000 and 175,000 shares authorized, 113,970 and 87,681 issued and outstanding at December 31, 2024 and 2023, respectively

Common stock, $ .01 par value, 225,000 shares authorized, 143,156 and 113,970 issued and outstanding at December 31, 2025 and 2024, respectively

Additional paid-in capital

8 unchanged sentences

PARKERVISION, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE YEARS ENDED December 31, 2025 and 2024

13 unchanged sentences

379 ( 9,981 )

Net (loss) income before income tax

Net loss before income tax

( 7,426 ) ( 14,472 )

Provision for income taxes

Net (loss) income

( 7,426 ) ( 14,472 )

Other comprehensive income, net of tax

Comprehensive (loss) income

$ ( 14,472 ) $ 9,515

(Loss) earnings per common share

$ ( 0.16 ) $ 0.11

Comprehensive loss

$ ( 7,426 ) $ ( 14,472 )

Weighted average common shares outstanding

Basic and diluted net loss per common share

$ ( 0.06 ) $ ( 0.16 )

Basic and diluted weighted average common shares outstanding

121,319 92,150

13 unchanged sentences

10,000 100 4,900 - 5,000

Issuance of common stock upon exercise of options and warrants

Issuance of equity-based instruments for services

Issuance of common stock upon exercise of options and warrants, net of deferred offering costs

4,259 42 407 - 449

3 unchanged sentences

370 4 382 - 386

Net income for the year

Net loss for the year

- - - ( 14,472 ) ( 14,472 )

3 unchanged sentences

21,243 212 4,146 - 4,358

Issuance of common stock upon exercise of options and warrants, net of deferred offering costs

4,259 42 407 - 449

Issuance of equity-based instruments for services

Issuance of common stock upon exercise of options and warrants

3,043 31 396 - 427

13 unchanged sentences

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income

$ ( 7,426 ) $ ( 14,472 )

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

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

Depreciation and amortization

1 unchanged sentence

Change in fair value of contingent payment obligations

(Gain) loss on disposal/impairment of equipment and intangible assets

( 570 ) 9,639

Gain on disposal/impairment of equipment and intangible assets

Paid in kind interest expense

1 unchanged sentence

Prepaid expenses and other assets

( 177 ) ( 32 )

Accounts payable and accrued expenses

Net cash (used in) provided by operating activities

Net cash used in operating activities

( 5,143 ) ( 3,216 )

1 unchanged sentence

Purchases of property and equipment

Capitalized patent costs

Net cash used in investing activities

2 unchanged sentences

Net proceeds from exercise of options and warrants

Net proceeds from convertible debt financings

Proceeds from contingent payment obligation

Repayment of contingent payment obligation

Principal payments on long-term debt

( 139 ) ( 184 )

Net cash provided by (used in) financing activities

5,574 ( 8,338 )

Net cash provided by financing activities

NET CHANGE IN CASH AND CASH EQUIVALENTS

( 558 ) 2,358

CASH AND CASH EQUIVALENTS, beginning of year

10 unchanged sentences

ParkerVision, Inc.

and its wholly-owned German subsidiary, ParkerVision GmbH (collectively “ParkerVision”, “we” or the “Company”) is in the business of innovating and licensing fundamental wireless technologies.

(collectively “ParkerVision”, “we” or the “Company”) is in the business of innovating and licensing fundamental wireless technologies.

We have determined that our business currently operates under a single operating and reportable segment.

8 unchanged sentences

Certain reclassifications have been made to prior period amounts to conform to the current period presentation.

The consolidated financial statements include the accounts of ParkerVision, Inc.

and our wholly-owned German subsidiary, ParkerVision GmbH, after elimination of all intercompany transactions and accounts.

As of December 31, 2024 , ParkerVision GmbH has been dissolved.

The dissolution of ParkerVision GMBH had no material impact on the consolidated financial statements.

Use of Estimates in the Preparation of Financial Statements

13 unchanged sentences

As part of our ongoing patent maintenance program, we will, from time to time, abandon a particular patent if we determine fees to maintain the patent exceed its expected recoverability.

The cost and accumulated amortization of abandoned intangible assets are removed from their respective accounts, and any resulting net loss is recognized in selling, general and administrative expenses in the accompanying consolidated statements of comprehensive (loss) income.

Contingent Payment Obligations

3 unchanged sentences

Actual results could differ materially from the estimates made.

Changes in fair value, including the component related to imputed interest, are included in the accompanying consolidated statements of comprehensive (loss) income under the heading “Change in fair value of contingent payment obligations.”

We account for finance and operating leases in accordance with ASC 842, “Leases” which requires the recognition of lease right-of-use assets and lease liabilities on our consolidated balance sheets for finance and operating leases with initial lease terms of more than 12 months.

No new finance or operating leases commenced during the years ended December 31, 2024 or 2023 and as of December 31, 2024 and 2023, we had no finance or operating leases with initial lease terms of more than 12 months.

Changes in fair value, including the component related to imputed interest, are included in the accompanying consolidated statements of comprehensive loss under the heading “Change in fair value of contingent payment obligations.”

Revenue Recognition

11 unchanged sentences

Cost of sales includes amortization of intangible assets directly linked with revenue generating licensing activities.

Amortization expense for intangible assets that are not directly related to revenue generating licensing activities are included in selling, general, and administrative expenses in our consolidated statements of comprehensive (loss) income.

As a result of the confidential patent license and settlement agreement reached in February 2023, all of our patents are now directly linked with revenue generating licensing activities and, therefore, amortization expense for all intangible assets is now recorded to cost of sales.

7 unchanged sentences

We account for forfeitures of share-based awards as they occur.

The provision for income taxes is based on (loss) income before taxes as reported in the accompanying consolidated statements of comprehensive (loss) income.

The provision for income taxes is based on loss before taxes as reported in the accompanying consolidated statements of comprehensive loss.

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns.

3 unchanged sentences

New Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023 - 07, Segment Reporting (Topic 280 ) - Improvements to Reportable Segment Disclosures.

This update modifies reportable segment disclosure requirements, primarily through enhanced disclosures about segment expenses categorized as significant or regularly provided to the Chief Operating Decision Maker (CODM).

In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, and contain other disclosure requirements.

ASU 2023 - 07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

We adopted this standard during the fiscal year ended December 31, 2024.

Other than additional disclosure (see Note 17 ), there was no material impact on our consolidated financial statements upon adoption.

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ) - Improvements to Income Tax Disclosures.

This update requires enhanced disclosures on income taxes paid, adds disaggregation of continuing operations before income taxes between foreign and domestic earnings, and defines specific categories for the reconciliation of jurisdictional tax rate to effective tax rate.

This ASU is effective for fiscal years beginning after December 15, 2024, and can be applied on a prospective basis.

We are currently evaluating the effect of adopting this new accounting guidance.

In November 2024, the FASB issued ASU 2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ) - Disaggregation of Income Statement Expenses.

9 unchanged sentences

ASU 2024 - 04 is effective for reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods.

Early adoption is permitted for entities that have adopted ASU 2020 - 06.

Early adoption is permitted for entities that have adopted ASU 2020 - 06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (Subtopics 470 - 20 and 815 - 40 ).

We are currently evaluating the impact of this new accounting guidance.

8 unchanged sentences

We received aggregate net proceeds in 2025 from equity-based financings of $ 4.4 million and proceeds from option and warrant exercises of approximately $ 0.4 million.

These proceeds will be used to support our operations.

A significant amount of future proceeds that we may receive from our patent enforcement and licensing programs will first be utilized to repay borrowings, legal fees, and litigation expenses under our contingent funding arrangements.

In addition, we have approximately $ 1.6 million in convertible debt that, if not converted, or extended in accordance with the terms of the debt, will mature between July 2025 and March 2026.

Although all of our convertible notes have conversion prices that are currently below the market price of our common stock, conversion is at the option of the holder and there can be no assurance that the holders will exercise their conversion option prior to maturity.

These proceeds are being used to support our operations.

A significant amount of future proceeds that we may receive from our patent enforcement and licensing programs will be utilized to repay borrowings, legal fees, and litigation expenses under our contingent funding arrangements.

We have $ 0.9 million in convertible debt, at conversion prices ranging from $ 0.08 to $ 0.13 per share, with maturity dates between July 2026 and January 2027 that we anticipate will be converted or extended in accordance with the current terms of the notes.

Additionally, we issued 3.3 million shares of our common stock in March 2026 in satisfaction of $ 0.7 million in convertible debt and related accrued interest that matured in March 2026 ( see Note 18 ).

Although all of our remaining convertible notes have conversion prices that are below the market price of our common stock, conversion is at the option of the holder and there can be no assurance that the holders will exercise their conversion option prior to maturity.

These circumstances indicate there is substantial doubt about our ability to continue to operate as a going concern for a period of one year following the issue date of these consolidated financial statements.

Our business plan is currently focused solely on our patent enforcement and technology licensing objectives.

Our business plan is currently focused predominantly on our patent enforcement and technology licensing objectives.

The timing and amount of proceeds from our patent enforcement actions are difficult to predict and there can be no assurance we will receive any proceeds from these enforcement actions.

4 unchanged sentences

We currently have contingent fee arrangements in place for all of our active cases.

In addition to our contingent fee agreements with legal counsel, we have secured and unsecured contingent payment obligations that have contingent payments due from patent-related proceeds.

Our current capital resources are not sufficient to meet our liquidity needs for the next twelve months and we may be required to seek additional capital.

Our ability to meet our liquidity needs for the next twelve months is dependent upon (i) our ability to successfully negotiate licensing agreements and/or settlements relating to the use of our technologies by others in excess of our contingent payment obligations, (ii) our ability to control operating costs, (iii) the exercise behavior of our convertible note holders, and/or (iv) our ability to obtain additional debt or equity financing.

We expect that proceeds received by us from patent enforcement actions and technology licenses over the next twelve months may not alone be sufficient to cover our working capital requirements.

In addition to our contingent fee agreements with legal counsel, we have secured and unsecured contingent payment obligations that have contingent payments due from patent-related proceeds which are reflected in our consolidated financial statements at their current fair values.

These fair value measures are subject to substantial increases or decreases depending upon actual outcomes from our enforcement actions.

Our current capital resources may not be sufficient to meet our liquidity needs for the twelve months following the issuance of our financial statements, and we may be required to seek additional capital.

Our ability to meet our future liquidity needs is dependent upon (i) our ability to successfully negotiate licensing agreements and/or settlements relating to the use of our technologies by others in excess of our contingent payment obligations, (ii) our ability to control operating costs, (iii) the exercise behavior of our convertible note holders, and/or (iv) our ability to obtain additional debt or equity financing.

We expect that proceeds received by us from patent enforcement actions and technology licenses over the next twelve months may not alone be sufficient to cover our long-term working capital requirements.

We expect to continue to invest in the support of our patent licensing and enforcement program.

2 unchanged sentences

Failure to generate sufficient cash flows, raise additional capital through debt or equity financings or contingent fee arrangements, and/or reduce operating costs could have a material adverse effect on our ability to meet our short and long-term liquidity needs and achieve our intended long-term business objectives.

We recognized no revenue during the year ended December 31, 2024 .

During the year ended December 31, 2023 , we recognized $ 25 million of revenue derived from contracts with licensees.

The contracts provide access to specified patented technologies as they exist at a point in time, and we have no obligation to provide any future updates.

The consideration received by us was negotiated as part of a settlement of patent litigation where no prior license agreement existed.

The performance obligations were satisfied upon our dismissal of patent enforcement actions with each licensee which was contingent upon our receipt of the negotiated and agreed-upon lump-sum payments from the licensees.

The contracts included no variable consideration.

All consideration received was recorded to licensing revenue as there were no other material components of the contracts.

No contract assets or liabilities exist as of December 31, 2024 .

(LOSS) EARNINGS PER SHARE

Basic (loss) earnings per common share is determined based on the weighted-average number of common shares outstanding during each period.

Diluted loss per common share is the same as basic loss per common share for the year ended December 31, 2024, as all common share equivalents are excluded from the calculation, as their effect is anti-dilutive.

The dilutive effect of outstanding options and warrants is calculated using the treasury stock method.

The dilutive effect of shares underlying convertible notes was calculated using the if-converted method.

The following table shows the computation of basic and diluted (loss) earnings per share for the years ended December 31, 2024 and 2023 (net (loss) income and shares in thousands):

Year Ended December 31,

Net (loss) income

$ ( 14,472 ) $ 9,515

Effect of dilutive securities

Net (loss) income adjusted for dilutive effect

( 14,472 ) 9,917

Weighted-average basic shares outstanding

92,150 85,732

Effect of dilutive securities

Weighted-average diluted shares

92,150 119,888

Basic (loss) earnings per share

$ ( 0.16 ) $ 0.11

Diluted (loss) earnings per share

$ ( 0.16 ) $ 0.08

Diluted (loss) earnings per common share for the years ended December 31, 2024 and 2023 excludes options, warrants, and shares underlying convertible notes that are anti-dilutive.

The anti-dilutive common share equivalents at December 31, 2024 and 2023 were as follows (in thousands):

We reported no licensing revenue for the years ended December 31, 2025 and 2024 .

Revenue resulting from our patent enforcement actions is highly unpredictable with respect to the amount and timing of receipt.

LOSS PER SHARE

Basic loss per common share is determined based on the weighted-average number of common shares outstanding during each period.

Diluted loss per common share is the same as basic loss per common share as all common share equivalents are excluded from the calculation, as their effect is anti-dilutive.

The number of shares underlying outstanding options, warrants, unvested RSUs, and convertible notes at December 31, 2025 and 2024 were as follows (in thousands):

Options outstanding

Warrants outstanding

Unvested RSUs

Shares underlying convertible notes

24,678 27,724

INTANGIBLE ASSETS

Intangible assets consisted of the following at December 31, 2024 and 2023 (in thousands):

53,989 63,171

These potential shares were excluded from the computation of diluted loss per share as their effect would have been anti-dilutive.

INTANGIBLE AND OTHER ASSETS

Intangible and other assets consisted of the following at December 31, 2025 and 2024 (in thousands):

Patents and copyrights

2 unchanged sentences

( 9,796 ) ( 9,597 )

$ 832 $ 1,055

Amortization expense for the years ended December 31, 2024 and 2023 was approximately $ 0.23 million and $ 0.25 million, respectively.

Amortization expense of approximately $ 0.23 million was recorded to cost of sales in each of the years ended December 31, 2024 and 2023 as the related patents are directly linked to revenue-generating licenses.

Property and equipment, net

Intangible asset amortization expense for each of the years ended December 31, 2025 and 2024 was approximately $ 0.2 million and was recorded to cost of sales as the related patents are directly linked to revenue-generating licenses.

Future estimated amortization expense for intangible assets that have remaining unamortized amounts as of December 31, 2025 is as follows (in thousands):

9 unchanged sentences

The note, as amended, accrues interest at 4 % per annum and provides for monthly payments of principal and interest of $ 12,500 with a final balloon payment of approximately $ 0.02 million due at the maturity date of April 30, 2027.

We recognized interest expense of approximately $ 0.02 million related to this note for each of the years ended December 31, 2024 and 2023 .

We recognized interest expense of approximately $ 0.01 and $ 0.02 million related to this note during the years ended December 31, 2025 and 2024 , respectively.

Principal repayments of $ 0.14 million and $ 0.13 million for the years ended December 31, 2025 and 2024 , respectively, are included under the caption "Principal payments on long-term debt" in our consolidated statements of cash flows.

1 unchanged sentence

In addition, an event of default results in an increase in the interest rate under the notes to a default rate of 12 % per annum.

We are currently in compliance with all the terms of the note, as amended.

At December 31, 2025 , the aggregate maturities of our notes payable are as follows (in thousands):

17 unchanged sentences

The notes provide for events of default that include failure to pay principal or interest when due, breach of any of the representations, warranties, covenants, or agreements made by us, events of liquidation or bankruptcy, and a change in control.

In the event of default, the interest rate increases to

In the event of default, the interest rates increase to

12 % per annum and the outstanding principal balance of the notes plus all accrued interest due

may be declared immediately payable by the holders of a majority of the then outstanding principal balance of the notes.

No convertible notes were issued during the year ended

No convertible notes matured or were repaid during the year ended

December 31, 2025 .

2023, we issued a

$ 0.1 million convertible note with a fixed conversion price of

$ 0.25 per share to a Company director (see Note

January 2023, we sold

five -year convertible promissory notes for aggregate proceeds of

$ 0.7 million and a conversion price of

$ 0.16 per share (the

"January 2023 Notes").

The shares underlying the

January 2023 Notes, as well as shares reserved for future in-kind interest payments on the notes, were registered on a registration statement that was declared effective on

May 11, 2023 ( File

For the years ended

December 31, 2024 and 2023 ,we repaid an aggregate of

$ 0.05 million and

$ 0.2 million, respectively upon the maturity of convertible notes.

For the year ended

December 31, 2024 , we repaid an aggregate of

$ 0.05 million upon the maturity of convertible notes.

Repayments of our convertible notes upon maturity are included in the caption "Principal payments on long-term debt" in our consolidated statements of cash flows.

6 unchanged sentences

We recognized interest expense of approximately

$ 0.4 million during each of the years ended

December 31, 2024 and 2023 .

$ 0.3 million and

$ 0.4 million during the years ended

December 31, 2025 and 2024 , respectively.

We have elected to pay contractual interest in shares of our common stock.

1 unchanged sentence

December 31, 2025 and 2024 , we issued approximately

2,039,000 and

3,336,000 shares of our common stock, respectively, as interest-in-kind payments on our convertible notes.

For the years ended

December 31, 2024 and 2023 , we amended convertible notes with an aggregate face value of

0.8 million and

$ 1.18 million, respectively with primary purpose of extending the maturity date of the notes.

2.0 million shares of our common stock, respectively, as interest-in-kind payments on our convertible notes.

No convertible notes were amended during the year ended

December 31, 2025 .

For the year ended

December 31, 2024 , we amended convertible notes with an aggregate face value of

$ 2.35 million with the primary purpose of extending the maturity date of the notes.

Each of the amendments was considered to be a troubled debt restructuring in accordance with ASC

4 unchanged sentences

24.7 million shares of our common stock based on the fixed conversion prices.

With the exception of the shares underlying the September 15, 2023 note to a related party, all of the shares underlying our convertible notes, including shares reserved for future in-kind interest payments on the notes, have been registered for resale.

ll of the shares underlying our convertible notes, including shares reserved for future in-kind interest payments on the notes, have been registered for resale.

Convertible notes payable to non-related parties at December 31, 2025 and 2024 , consist of the following (in thousands):

2 unchanged sentences

$ 0.25 8.0 % March 18, 2026

Convertible notes dated February/March 2019

$ 0.25 8.0 % February 28, 2026 to March 13, 2026 2

Convertible notes dated June 7, 2019

$ 0.10 8.0 % December 1, 2024 3

Convertible notes dated March 2019

$ 0.25 8.0 % March 13, 2026

Convertible notes dated June/July 2019

$ 0.10 8.0 % June 19, 2024 to March 19, 2026 4

$ 0.10 8.0 % January 15, 2026

Convertible notes dated July 18, 2019

11 unchanged sentences

$ 1,908 $ 2,798

1 These notes were amended on September 15, 2023, reducing the conversion rate from $ 0.57 per share to $ 0.25 per share and extending the maturity date from September 18, 2023 to March 18, 2026.

2 These notes were amended on September 15, 2023, extending the maturity date from February 28, 2024 through March 13, 2024 to February 28, 2026 through March 13, 2026.

Notes with an aggregate face value of $ 0.5 million were converted, at the holders' option in 2024.

3 On June 3, 2024, this note was amended to extend the maturity date to December 1, 2024.

This note was converted, at the option of the holder, into shares of our common stock in October 2024.

4 Between June 18 and July 9, 2024, these notes were amended to extend the maturity dates to January 15, 2026 through March 19, 2026.

5 On June 3, 2024, notes with an aggregate face value of $ 0.2 million were amended to extend their maturity date from July 18, 2024 to December 1, 2024.

These notes were subsequently converted at the option of the holders in September 2024 into shares of our common stock.

On July 8, 2024, the remaining note, with a face value of $ 0.5 million, was amended to extend its maturity date from July 18, 2024 to December 1, 2024, and to add multiple automatic extensions of the maturity date, provided the holder does not revoke the extension option in writing at least ten ( 10 ) trading days prior to the then applicable maturity date.

The first automatic extension extended the maturity date to July 18, 2025, and the subsequent automatic extensions will extend the maturity date by up to ten ( 10 ) one -year periods.

6 On July 8, 2024, a note with a face value of $ 0.4 million was amended to provide for up to ten ( 10 ) one -year automatic extensions of the original maturity date, at the original stated interest rate, provided the holder does not revoke the extension option in writing at least ten ( 10 ) trading days prior to the then applicable maturity date.

7 On July 8, 2024, this note was amended to provide for up to ten ( 10 ) one -year automatic extensions of the original maturity date, at the original stated interest rate, provided the holder does not revoke the extension option in writing at least ten ( 10 ) trading days prior to the then applicable maturity date.

In addition, the conversion price was reduced from $ 0.16 to $ 0.11 .

Convertible notes payable to related parties at December 31, 2024 and 2023 , consist of the following (in thousands):

Maturity Date

Convertible notes dated June 19, 2019

$ 0.10 5.0 % 1 March 15, 2026 1

Convertible notes dated September 13, 2019

$ 0.10 5.0 % 1 March 15, 2026 1

Convertible notes dated January 8, 2020

$ 0.13 8.0 % January 8, 2026

Convertible notes dated May-August 2022

$ 0.13 8.0 % May 10, 2027 to August 3, 2027

Convertible note dated September 15, 2023

$ 0.25 8.0 % March 15, 2026

Total principal balance

Less current portion

1 On May 10, 2024, convertible notes, held by a director of ours, were amended to extend their maturity date to March 15, 2026 and reduce their interest rate on a going forward basis from 8 % to 5 %.

In September 2024, these notes were converted, at the option of the holder, into shares of our common stock.

1 Unless otherwise revoked by the holder within ten days of the then-stated maturity date, the maturity date of the note will automatically extend by one year, for a maximum of ten years.

In March 2026, we issued approximately 3.3 million unregistered shares of our common stock in exchange for the satisfaction of approximately $ 0.7 million in principal and accrued interest on convertible notes with March 2026 maturity dates (see Note 18 ).

We have no convertible notes payable to related parties as of December 31, 2025 .

At December 31, 2024 , we had convertible notes payable to related parties with a face value of $ 0.2 million.

These notes, which were converted in 2025, were issued in May 2022, had a fixed conversion price of $ 0.13 , accrued interest at 8.0 % per annum, and matured between May 10, 2027 and August 3, 2027.

CONTINGENT PAYMENT OBLIGATIONS

3 unchanged sentences

$ 40,724 $ 29,402

Proceeds from contingent payment obligation

Change in fair value

20 unchanged sentences

The security interest is enforceable by Brickell in the event that we are in default under the agreement which would occur if (i) we fail, after notice, to pay proceeds to Brickell, (ii) we become insolvent or insolvency proceedings are commenced (and not subsequently discharged) with respect to us, (iii) our creditors commence actions against us (which are not subsequently discharged) that affect our material assets, (iv) we, without Brickell’s consent, incur indebtedness other than immaterial ordinary course indebtedness, or (v) there is an uncured non-compliance of our obligations or misrepresentations under the agreement.

As of December 31, 2024 , we are in compliance with our obligations under this agreement.

We have elected to measure our secured contingent payment obligation at its estimated fair value based on probability-weighted estimated cash outflows, discounted back to present value using a discount rate determined in accordance with accepted valuation methods (see Note 10 ).

The secured contingent payment obligation is remeasured to fair value at each reporting period with changes recorded in the consolidated statements of comprehensive (loss) income until the contingency is resolved.

The secured contingent payment obligation is remeasured to fair value at each reporting period with changes recorded in the consolidated statements of comprehensive loss until the contingency is resolved.

Unsecured Contingent Payment Obligations

8 unchanged sentences

We have elected to measure these unsecured contingent payment obligations at their estimated fair value based on probability-weighted estimated cash outflows, discounted back to present value using a discount rate determined in accordance with accepted valuation methods.

The unsecured contingent payment obligations will be remeasured to fair value at each reporting period with changes recorded in the consolidated statements of comprehensive (loss) income until the contingency is resolved (see Note 10 ).

The unsecured contingent payment obligations will be remeasured to fair value at each reporting period with changes recorded in the consolidated statements of comprehensive loss until the contingency is resolved (see Note 10 ).

The Termination Fee is a result of $ 1.0 million in advances received under a letter agreement with a third -party funder.

3 unchanged sentences

The CPRs represent the estimated fair value of rights provided to accredited investors who purchased shares of our common stock in 2020 and 2021 and the fair value of a right issued to a third -party in connection with a service agreement during the year ended December 31, 2020.

No sales of common stock with contingent payment rights were completed during the years ended December 31, 2024 and 2023 .

The terms of the CPRs provide that we will pay each investor an allocated portion of our net proceeds from patent-related actions, after taking into account fees and expenses payable to law firms representing us and amounts payable to Brickell.

7 unchanged sentences

Unobservable inputs

The fair values of cash and cash equivalents, prepaid and other current assets, accounts payable, accrued expenses and other current liabilities approximate their carrying values because of the short-term nature of these instruments.

Our convertible notes, which are recorded at face value in the consolidated balance sheets as of December 31, 2025 and 2024 have an estimated fair value of approximately $ 2.8 million.

The following table summarizes financial assets and financial liabilities carried at fair value and measured on a recurring basis as of December 31, 2025 and 2024 , segregated by classification within the fair value hierarchy (in thousands):

45 unchanged sentences

INCOME TAXES AND TAX STATUS

Our net (loss) income before income tax for the years ended December 31, 2024 and 2023 are from domestic operations as well as losses from our wholly-owned German subsidiary.

We elected to treat our German subsidiary as a disregarded entity for purposes of income taxes and accordingly, the losses from our German subsidiary have been included in our operating results.

No current or deferred tax provision was recorded in 2024 as a result of net operating loss ("NOL") carryforwards not previously recognized as a tax benefit that we expect to be able to utilize in the current year to offset income tax expense related to current period income.

No current or deferred tax benefit was recorded in 2023 as a result of current losses and fully deferred tax valuation allowances.

Our net losses before income tax for the years ended December 31, 2025 and 2024 are from domestic operations.

No current or deferred tax benefits were recorded in either 2025 or 2024 as a result of current losses and full deferred tax valuation allowances.

We have recorded a valuation allowance to state our remaining deferred tax assets at their estimated net realizable value due to the uncertainty related to realization of these assets through future taxable income.

We adopted the guidance in ASU 2023 - 09, "Income Taxes - Improvements to Income Tax Disclosures", during the year ended December 31, 2025, which requires enhanced disclosures on income taxes paid and defines specific categories for the reconciliation of jurisdictional tax rate to effective tax rate.

A reconciliation between the provision for income taxes and the expected tax benefit using the federal statutory rate of 21 % for each of the years ended December 31, 2025 and 2024 , respectively, are as follows (in thousands):

Tax (benefit) expense at statutory rate

Percent of Net loss before income tax

Tax benefit at statutory rate

$ ( 1,559 ) ( 21.0 %) $ ( 3,039 ) ( 21.0 %)

State tax (benefit) expense

Florida state tax benefit

( 319 ) ( 4.3 %) ( 622 ) ( 4.3 %)

Change in valuation allowance

1,846 24.9 % 4,085 28.2 %

32 0.4 % ( 424 ) ( 2.9 %)

$ - 0.0 % $ - 0.0 %

Our deferred tax assets and liabilities relate to the following sources and differences between financial accounting and the tax bases of our assets and liabilities at December 31, 2025 and 2024 (in thousands):

21 unchanged sentences

We file income tax returns in the U.S.

federal jurisdiction, various state jurisdictions, and Germany.

federal jurisdiction and various state jurisdictions.

We have identified our Federal and Florida tax returns as our only major jurisdictions, as defined.

13 unchanged sentences

Following reimbursement of out-of-pocket expenses, litigation counsel is generally entitled to a percentage of remaining proceeds based on the terms of the specific arrangement between us, counsel and our third -party litigation funder.

In addition, we are currently in arbitration proceedings with a former litigation firm for disputed amounts due upon termination of that firm's engagement.

We have been indemnified by our subsequent litigation firm for the costs of these proceedings.

ParkerVision v.

1 unchanged sentence

Court of Appeals for the Federal Circuit

On September 6, 2024, the U.S Court of Appeals for the Federal Circuit ("CAFC") issued its opinion, ruling in our favor on each of the issues we appealed and remanding the case back to the Middle District of Florida (Orlando Division) where the case was reopened.

The CAFC appeal was filed following several March 2022 district court rulings on pre-trial motions in our patent infringement case against Qualcomm, a case that was originally filed in May 2014.

The district court granted Qualcomm motions to strike and exclude our technical expert report, essentially precluding the support of infringement testimony at trial and also issued an order granting Qualcomm's motion for summary judgment ruling that Qualcomm did not infringe the remaining three patents in the case.

We appealed these rulings to the CAFC and oral arguments were heard in November 2023.

In July 2024, the CAFC issued an order indicating that it did not have jurisdiction over this case as the district court had not entered a final judgement on Qualcomm's counterclaims of invalidity.

The parties filed a motion with the district court requesting an order dismissing Qualcomm's counterclaims of invalidity without prejudice.

On August 1, 2024, the district court issued such an order, and on August 7, 2024, the matter was transferred back to the CAFC for its decision which was then issued on September 6, 2024.

The parties have submitted to the district court a summary of pre-trial motions that remain open and a request for a trial schedule.

In addition, Qualcomm has filed a motion for a new claim construction hearing and we have filed a motion to substitute our infringement and validity expert due to the medical incapacity of our current expert.

The district court has not yet ruled on these pending motions.

The court indicated that it would establish a trial date at a pre-trial conference, following its rulings on outstanding motions.

ParkerVision v.

Qualcomm currently has a second appeal underway at the United States Court of Appeals for the Federal Circuit ("CAFC") with respect to this case.

This patent infringement case was originally filed in the Middle District of Florida in May 2014.

The case was stayed in February 2016 pending decisions in other cases, including the appeal of a PTAB proceeding with regard to U.S.

The case was stayed in 2016 pending decisions in other cases, including the appeal of a PTAB proceeding with regard to U.S.

patent 6,091,940 (“the ‘940 Patent”) asserted in this case.

In March 2017, the PTAB ruled in our favor on three of the six petitions (the method claims), ruled in Qualcomm’s favor on two of the six petitions (the apparatus claims) and issued a split decision on the claims covered in the sixth petition.

In September 2018, the Federal Circuit upheld the PTAB’s decision with regard to the ‘940 Patent and, in January 2019, the court lifted the stay in this case.

In July 2019, the court issued an order that granted our proposed selection of patent claims from four asserted patents, including the ‘940 Patent, and denied Qualcomm’s request to limit the claims and patents.

The court also agreed that we may elect to pursue accused products that were at issue at the time the case was stayed, as well as new products that were released by Qualcomm during the pendency of the stay.

In September 2019, Qualcomm filed a motion for partial summary judgment in an attempt to exclude certain patents from the case, including the ‘940 Patent.

In 2017, the PTAB ruled in our favor on three of the six petitions (the method claims), ruled in Qualcomm’s favor on two of the six petitions (the apparatus claims) and issued a split decision on the claims covered in the sixth petition.

In 2018, the CAFC upheld the PTAB’s decision with regard to the ‘940 Patent.

In 2019, the district court lifted the stay in this case.

Qualcomm filed a motion for partial summary judgment in an attempt to exclude certain patents from the case, including the ‘940 Patent.

The court denied this motion in January 2020.

1 unchanged sentence

Discovery in this case was closed in January 2021.

In March 2021, the court granted Qualcomm’s motion to strike certain of our 2020 infringement contentions.

As a result of this ruling, in July 2021, we filed a joint motion for entry of a judgment of non-infringement of our Patent No.

7,865,177, subject to appeal.

Citing the backlog due to the pandemic, among other factors, the court moved several scheduled deadlines.

Joint pre-trial statements were submitted by the parties in May 2021.

In January 2022, the court held a hearing to allow the parties to present their respective positions on three outstanding motions.

In March 2022, the district court rulings in favor of Qualcomm closed the district court case, subject to our appeal.

As a result of the court’s summary judgment motion in favor of Qualcomm, Qualcomm had the right to petition the court for its fees and costs, a right that was subsequently mooted given the CAFC's decision to vacate the 2022 summary judgement decision.

Our damages expert has submitted a report supporting a damages ask of $ 1.3 billion for Qualcomm’s unauthorized use of our technology.

Our damages expert submitted a report supporting a damages ask of $ 1.3 billion for Qualcomm’s unauthorized use of our technology.

Such amount excludes additional amounts requested by us for interest and enhanced damages for willful infringement.

Ultimately, the amount of damages, if any, will be determined by the court.

Citing backlog due to the pandemic, among other factors, the court moved several scheduled deadlines in this case.

Joint pre-trial statements were submitted by the parties in May 2021 and a pre-trial hearing was held in January 2022.

In March 2022, the district court ruled in Qualcomm's favor on a number of motions, including summary judgment against our receiver patent claims and striking and excluding our technical expert report, essentially precluding the support of infringement testimony at trial.

Accordingly, the district court closed the case and we filed an appeal with the CAFC in 2022.

Oral arguments were heard by the CAFC in late 2023, and on September 6, 2024, the CAFC issued its opinion, ruling in our favor on each of the issues we appealed.

The case was remanded back to the district court and reopened.

In December 2024, the district court held a status conference for the reopened case.

The court denied a motion by Qualcomm for a third claim construction hearing and also denied our motion to substitute our infringement and validity expert due to medical incapacity.

Both parties filed motions for reconsideration on their respective motions.

In April 2025, the district court granted, on reconsideration, the Qualcomm motion for a third claim construction briefing on two previously undisputed claim terms that were critical to the September 2024 CAFC decision.

On May 30, 2025, following briefings by both parties, the district court issued a claim construction order adopting Qualcomm's proposed constructions for the two claim terms.

This decision, in essence, precluded us, once again, from asserting our receiver claims in the case.

In June 2025, we filed a Rule 54 (b) motion requesting that the court enter a final judgment of noninfringement on our receiver claims, based on the court's most recent claim construction, and sever and stay the remaining transmit claims in the case to allow us to immediately appeal the most recent claim construction order and avoid the inefficiency of potentially two separate trials.

In August 2025, the court denied our reconsideration motion to substitute our expert, and on October 2, 2025, the court granted our Rule 54 (b) motion.

We immediately filed an appeal with the CAFC, requesting an expedited schedule.

On October 22, 2025, the CAFC granted our motion to expedite and ordered briefings to be completed by the parties by February 2026.

One day following the CAFC's expedited order, Qualcomm filed a motion to dismiss the appeal for lack of jurisdiction, temporarily suspending the court's expedited schedule.

In January 2026, the CAFC again ordered an expedited schedule with briefings due to be completed by the end of March 2026 with oral arguments to be scheduled for the next available CAFC session thereafter.

The CAFC's order indicated that the parties may address any jurisdictional issues in the briefs.

We submitted our opening brief on February 4, 2026 which includes our position with respect to the district court's improper claim construction for our receiver patents, addresses Qualcomm's jurisdictional challenge, and also requests the CAFC reassign the case to a different district court judge.

Qualcomm's response brief was filed on March 16, 2026 and our final reply brief is due to be filed on March 23, 2026.

ParkerVision v.

9 unchanged sentences

Apple and Qualcomm above).

We elected to dismiss the case in the Middle District of Florida and re-file in New Jersey as a result of a Supreme Court ruling regarding proper venue.

We elected to dismiss the case in the Middle District of Florida and re-file in New Jersey as a result of a Supreme Court ruling regarding venue.

In March 2018, the court stayed this case pending a final decision in ParkerVision v.

2 unchanged sentences

ParkerVision v.

Intel (Western District of Texas)

We filed two patent infringement complaints in the Western District of Texas against Intel Corporation (“Intel”) in 2020, alleging infringement of approximately ten of our patents by Intel cellular, WiFi and Bluetooth products.

The first case was scheduled for trial commencing February 6, 2023.

Beginning in November 2022, the parties filed a number of pre-trial motions.

The court held hearings on these pre-trial motions in January 2023.

The court issued its written orders with regard to these motions immediately prior to the February 6, 2023 trial start date.

As a result of the court's pre-trial rulings, the potential damages in the case decreased significantly.

On February 7, 2023, the parties resolved their outstanding dispute and we dismissed all pending actions against Intel.

ParkerVision v.

Realtek (Western District of Texas)

3 unchanged sentences

A claim construction hearing was held in January 2024 in the first Realtek action and the court adopted the majority of our claim constructions.

A jury trial for the first Realtek action is currently scheduled for July 2025, although based on ongoing discovery, it is anticipated that this date may be rescheduled.

A claim construction hearing was held in June 2024 in the second Realtek action, and the special master appointed by the court recommended the majority of the claim constructions in our favor.

The court adopted the special master recommendations in November 2024, and the trial for the second Realtek action has been set for November 2025.

A claim construction hearing was held in June 2024 in the second Realtek action, and the court again adopted the majority of our claim constructions.

The two Realtek cases were scheduled for trial in January 2026 and April 2026, respectively.

In December 2025, the court combined the two cases into a single trial scheduled to commence April 27, 2026, and the parties agreed to narrow the combined case to an aggregate of three patents.

ParkerVision v.

12 unchanged sentences

A claim construction hearing was held in January 2024 in the first MediaTek action and the court adopted the majority of our claim constructions.

A jury trial for the first MediaTek action is currently scheduled for June 2025, although based on ongoing discovery, it is anticipated that this date will be rescheduled.

A claim construction hearing was held in June 2024 in the second MediaTek action, and the special master appointed by the court recommended the majority of the claim constructions in our favor.

The court adopted the special master recommendations in January 2025, and the trial for the second MediaTek action has been set for February 2026.

The third MediaTek action has a tentative claim construction hearing scheduled for June 2025 with a trial tentatively scheduled for June 2026.

A jury trial for the first MediaTek action was scheduled to commence on March 20, 2026;

however, on March 16, 2026 at a pretrial conference, the court postponed the trial date pending requested updates to the expert reports and related briefings.

A new trial schedule has not yet been established.

A claim construction hearing was held in June 2024 in the second MediaTek action, and the court adopted the majority of our recommended claim constructions in January 2025.

The trial for the second MediaTek action had been scheduled for November 2026.

However, in July 2025, the second case was stayed pending the PTAB's final written decision on IPRs impacting patents in this case.

The PTAB decision was initially expected by November 2025, but the PTAB extended its deadline to May 2026.

The third MediaTek action had a claim construction hearing in June 2025 and in November 2025, the court adopted all of our proposed constructions.

A trial in this third action is currently scheduled for April 2027.

ParkerVision v.

8 unchanged sentences

A claim construction hearing was held in June 2024, and the court issued its final claim construction order in November 2024.

A trial was originally set for May 2025, but in December 2024, a revised scheduling order moved the trial date to September 2025.

There may be additional changes in the trial schedule based on ongoing discovery.

The trial was scheduled to commence in January 2026;

however in May 2025, the case was stayed pending the PTAB's final written decision on IPRs filed against all of the patents in this case (see Texas Instruments and NXP v.

ParkerVision (PTAB) below).

ParkerVision v.

2 unchanged sentences

A claim construction hearing was held in June 2024, and the court issued its final claim construction order in January 2025.

A trial has been tentatively scheduled for August 2025, although this date may be changed based on ongoing discovery.

Intel (USPTO) v.

ParkerVision (PTAB)

We appealed an IPR action, originally filed by Intel against our U.S.

patent 8,190,108 which was asserted in ParkerVision v.

Intel in the Western District of Texas.

Following our February 2023 resolution of the infringement actions against Intel, Intel withdrew from the IPR cases;

however the U.S.

Patent and Trademark Office exercised its right to intervene to defend the PTAB's decision.

Oral arguments on our appeal were presented on May 9, 2024 and on May 16, 2024, the CAFC issued a Rule 36 decision upholding the PTAB ruling that the challenged claims are unpatentable.

A trial was scheduled to commence in February 2026;

however in May 2025, the case was stayed pending the PTAB's final written decision on IPRs filed against all of the patents in this case (see Texas Instruments and NXP v.

ParkerVision (PTAB) below).

ParkerVision (PTAB)

24 unchanged sentences

second petition for IPR in

May 2024 against the

'686 Patent which is

May 2024 against

one of the patents asserted in the

1 unchanged sentence

The PTAB instituted this IPR in

November 2024 and a final decision is expected in

November 2024 and a final decision was expected in

November 2025.

November 2025, the PTAB extended its statutory deadline to

October 2024, MediaTek filed a

third petition for IPR against the

third petition for IPR against

one of the patents asserted in the

third MediaTek action.

The PTAB's institution decision is expected by

The PTAB instituted the IPR in

March 2025 and oral arguments were heard in

January 2026.

A final written decision is currently expected in

March 2026, barring any extensions by the PTAB.

Texas Instruments and NXP v.

4 unchanged sentences

three IPRs were instituted by the PTAB in

November 2024 and a decision is expected by

November 2024 and a decision was expected by

November 2025.

4 unchanged sentences

December 2024, the PTAB granted NXP's joinder motion to join the TI petitions.

November 2025, the PTAB issued its final written decision in

one of the IPRs filed by TI, deeming our challenged patent claims to be unpatentable.

We filed a request for review of this decision by the U.S.

Patent and Trademark Office director and that request is currently pending.

The PTAB extended its deadlines with respect to the

two joint TI/NXP IPRs until

ParkerVision (PTAB)

3 unchanged sentences

two patents under joint IPR by TI and NXP.

Realtek has filed a joinder motion to join the TI/NXP proceedings.

Realtek also filed a joinder motion to join the TI/NXP proceedings.

June 2025, the PTAB granted our request for discretionary denial and terminated both petitions as Realtek was time-barred from filing a petition more than

one year following the filing of our infringement complaint.

Goldberg Segalla v.

ParkerVision (Arbitration)

The law firm of Goldberg Segalla, LLP ("Goldberg") was engaged by us in

2019, on a full contingency basis, to prosecute our patent infringement actions in the Western District of Texas.

2021, the Goldberg legal team handling all of our Texas actions left Goldberg and formed a new law firm, Daignault Iyer, LLP ("DI").

April 2021, we engaged DI, on a full contingency basis, to continue the prosecution of our patent infringement actions in Texas.

November 2024, Goldberg filed a demand for arbitration against us, alleging that we owe Goldberg an aggregate of

$ 4.3 million plus costs and interest for contingency fees, disbursements and other advances.

The arbitration was temporarily stayed while the parties attempted to reach a mutual agreement through mediation.

Following the failure to reach an agreement, the arbitration resumed and we filed our answer to the arbitration demand in

January 2026 denying Goldberg's allegations and asserting numerous affirmative defenses.

We have been indemnified by both DI and Brickell for the Goldberg claims.

In addition, we have an aggregate of approximately

$ 0.8 million that has been accrued in our consolidated financial statements since

2020 for amounts that we deem the maximum amount probable of owing to Goldberg.

STOCK AUTHORIZATION AND ISSUANCE

5 unchanged sentences

Our shareholders approved amendments to our articles of incorporation in October 2024 increasing the number of our authorized shares of common stock from 175 million to 225 million shares.

As of December 31, 2024 , we have 35.2 million shares reserved for issuance under outstanding warrants and options and 27.7 million shares reserved for issuance upon conversion of our outstanding convertible notes.

In addition, we have 0.03 million shares reserved for future issuance under equity compensation plans and 0.4 million shares reserved for future issuance upon payment of interest in-kind on our convertible notes.

As of December 31, 2025 , we have 29.3 million shares reserved for issuance under outstanding warrants, options, and RSUs and 24.7 million shares reserved for issuance upon conversion of our outstanding convertible notes.

In addition, we have 12.9 million shares reserved for the issuance of future awards under equity compensation plans and 0.3 million shares reserved for future issuance upon payment of interest in-kind on our convertible notes.

Stock and Warrant Issuances – Equity Based Financings

2 unchanged sentences

Average Price per Share/ Unit

# of Warrants Issued

# of Warrants Issued (in 000’s)

Average Exercise Price per Warrant

Net Proceeds (1)

Private placement of common stock

844 $ 0.16 - - $ 120

December 2024

1 unchanged sentence

10,000 $ 0.50 2,000 $ 0.50 $ 4,932

November 2025

Registered direct offering of common stock

21,243 $ 0.21 - - $ 4,426

After deduction of applicable offering costs.

Shelf Registration and Registered Direct Offerings

In May 2025, we filed a shelf registration statement ("Shelf") for the offering of various securities, up to $ 25.0 million.

The Shelf, which was declared effective May 25, 2025, is intended to provide flexibility for our future capital needs and may be used to fund working capital, capital expenditures, vendor purchases, and other capital needs.

As of December 31, 2025, we have sold an aggregate of 21.2 million shares of common stock under the Shelf for gross proceeds of $ 4.5 million, including 4.8 million shares of common stock sold to an independent director for gross proceeds of $ 1.0 million (see Note 15 ).

Private Placements

In December 2024, we entered into securities purchase agreements with accredited investors for the sale of 10,000,000 shares of our common stock and 2,000,000 warrants at a price of $ 0.50 per share for aggregate gross proceeds of $ 5.0 million.

In December 2024, we entered into securities purchase agreements with accredited investors for the sale of 10.0 million shares of our common stock and 2.0 million warrants at a price of $ 0.50 per share for aggregate gross proceeds of $ 5.0 million.

The warrants are exercisable for a period of five years at an exercise price of $0.50 per share and have an estimated fair value of approximately $ 0.8 million.

We also entered into a registration rights agreement with the investors pursuant to which we will register the shares, including the shares underlying the warrants.

We have committed to file the registration statement by April 15, 2025, and to cause the registration to become effective by May 20, 2025, or, in the event of a full review by the Securities and Exchange Commission, no later than July 15, 2025.

The registration rights agreements provide for liquidated damages upon the occurrence of certain events including failure by us to file the registration statement or cause it to become effective by the deadlines set forth above.

The amount of liquidated damages is 1.0 % of the aggregate subscription upon the occurrence of the event, and monthly thereafter, up to a maximum of 6.0 %, or approximately $ 0.3 million.

In January 2023, we entered into securities purchase agreements with accredited investors for the sale of an aggregate of 843,750 shares of our common stock at a price of $ 0.16 per share for aggregate gross proceeds of $ 0.14 million, including 62,500 shares to a member of our Board.

The shares were registered for resale on a registration statement that was declared effective on May 11, 2023 ( File No.

The shares were registered for resale on a registration statement that was declared effective on April 24, 2025 ( File No.

333 - 286486 ).

Common Stock Warrants

On December 18, 2023, we modified a 2018 warrant agreement with Brickell for the purchase of up to 3.0 million shares of our common stock at $ 0.16 per share.

The modification provides for the extension of the expiration date of the outstanding warrants by 18 months, from December 20, 2023, to June 20, 2025.

All other terms of the warrant agreement remain unchanged, including a call provision whereby if the closing price of our common stock for any period of five ( 5 ) consecutive trading days exceeds two times the exercise price, then we can call for the cancellation of all or a portion of the warrants for which a notice of exercise has not been delivered within five ( 5 ) trading days of our delivery of a call notice to Brickell.

The modification resulted in an increase in the fair value of the warrants of $ 0.3 million, which was recorded as an increase in additional paid in capital with a corresponding increase in deferred offering costs, included in other assets, in the accompanying consolidated financial statements at December 31, 2023.

During the year ended December 31, 2024 , Brickell exercised 2.6 million warrants, resulting in the amortization of the deferred offering costs.

During the year ended December 31, 2025, 5.0 million warrants with an exercise price of $ 0.74 per share were exercised via net share exercise, resulting in the issuance of 1.3 million shares of our common stock.

In addition, during the year ended December 31, 2025, 0.4 million warrants with an exercise price of $ 0.16 per share expired unexercised.

Cash received from warrant exercises for the years ended December 31, 2025 and 2024 was approximately $ 0 and $ 0.4 million, respectively.

We had outstanding warrants for the purchase of up to 4.3 million and 9.7 million shares of our common stock as of December 31, 2025 and 2024 , respectively.

1 unchanged sentence

As of December 31, 2025 , our outstanding warrants have an average exercise price of $ 1.05 per share and a weighted average remaining life of approximately 2.1 years.

Cash received from warrant exercises for the year ended December 31, 2024 was approximately $ 0.42 million.

No warrants were exercised during the year ended December 31, 2023 .

SHARE-BASED COMPENSATION

For the years ended December 31, 2024 and 2023 , we recognized share-based compensation expense of approximately $ 0.4 million and $ 0.8 million, respectively.

This share-based compensation expense includes in-kind consulting fees paid to third parties for the years ended December 31, 2024 and 2023 of $ 0.09 million and $ 0.3 million, respectively.

Share-based compensation, including in-kind consulting, is included in selling, general, and administrative expenses in our consolidated statements of comprehensive (loss) income.

During the year ended December 31, 2025 , the compensation committee of our Board (the "Committee") authorized the modification of an aggregate of 11.65 million fully-vested, nonqualified share options held by the CEO, CFO, and three key employees.

The options, which were awarded in January 2021, are exercisable at $ 0.54 per share and had an original expiration date of January 11, 2026.

The Committee extended the expiration date of the options by five years, or until January 11, 2031.

No other modifications were made to these awards.

We recognized a one -time, non-cash charge to share-based compensation expense of approximately $ 2.5 million, representing the incremental fair value of the options as a result of the modification, based on a Black-Scholes option pricing model.

For the years ended December 31, 2025 and 2024 , we recognized share-based compensation expense, including the expense recognized upon modification of awards, of approximately $ 3.3 million and $ 0.4 million, respectively.

This share-based compensation expense includes in-kind consulting fees of $ 0.42 million and $ 0.09 million paid to third parties for the years ended December 31, 2025 and 2024 , respectively.

Share-based compensation, including in-kind consulting, is included in selling, general, and administrative expenses in our consolidated statements of comprehensive loss.

As of December 31, 2025 , there was $ 0.3 million of total unrecognized compensation cost related to all non-vested share-based compensation awards.

2 unchanged sentences

2019 Long-Term Incentive Equity Plan

We adopted a long-term incentive equity plan in August 2019 that, as amended in January 2021 and January 2023, provides for the grant of stock-based awards to employees, officers, directors, and consultants, not to exceed 30.0 million shares of common stock (the “2019 Plan”).

The 2019 Plan provides for benefits in the form of nonqualified stock options, stock appreciation rights, restricted stock awards, and other stock-based awards.

We adopted a long-term incentive equity plan in August 2019 that, as amended in January 2021, January 2023, and June 2025, provides for the grant of stock-based awards to employees, officers, directors, and consultants, not to exceed 45.0 million shares of common stock (the “2019 Plan”).

The 2019 Plan provides for benefits in the form of nonqualified stock options, stock appreciation rights, restricted stock awards, and other stock-based awards that may vest over time, or based on specified performance conditions.

Forfeited and expired options under the 2019 Plan become available for reissuance.

The plan provides that non-employee directors may not be granted awards during any calendar year that exceed the lesser of 1.0 million shares or $ 175,000 in value, calculated based on grant-date fair value.

At December 31, 2024 , we had outstanding options for the purchase of up to 24,521,836 shares under the 2019 Plan, and we had 36,467 shares of common stock available for future grants under the 2019 Plan.

At December 31, 2025 , we had outstanding options for the purchase of up to 23,994,000 shares and unvested RSUs for 296,000 shares under the 2019 Plan, and we had 12,867,467 shares of common stock available for future grants under the 2019 Plan.

2011 Long-Term Incentive Equity Plan

4 unchanged sentences

Non-Plan Awards

In addition, from time to time, we issue share-based compensation awards to third -party consultants as share-based compensation outside of our stock incentive plans.

At December 31, 2024 , we had outstanding options for the purchase of up to 250,000 shares and 250,000 unvested restricted stock awards that were issued as Non-Plan Awards.

The shares underlying these awards have not been registered at the time of the award ("Non-Plan Awards").

In addition, from time to time, we issue share-based compensation awards to third -party consultants outside of our stock incentive plans ("Non-Plan Awards").

At December 31, 2025 , we had outstanding options for the purchase of up to 500,000 shares that were issued as Non-Plan Awards.

The shares underlying these awards were registered for resale on a registration statement that was declared effective April 24, 2025 ( File No.

333 - 286486 ).

Restricted Stock Awards

10 unchanged sentences

The fair value of RSUs is generally based on the closing price of our common stock on the date of grant and is amortized to share-based compensation expense over the estimated life of the award, generally the vesting period.

In the case of performance-based RSUs, the grant date fair value of the award is amortized to share-based compensation expense based on the probability of the performance condition being met which is assessed at each interim reporting period during the performance period for each respective award.

Upon forfeiture of performance-based RSUs, any previously recognized share-based compensation expense is reversed.

RSAs and RSUs

The following table presents a summary of RSA and RSU activity for the year ended December 31, 2024 , all of which represent Non-Plan Awards (shares in thousands):

The following table presents a summary of RSA and RSU activity under the 2019 Plan and the 2011 Plan (collectively, the "Stock Plans") and Non-Plan Award activity for the year ended December 31, 2025 (shares in thousands):

Non-vested Shares

3 unchanged sentences

Non-vested at end of year

250,000 $ 0.50

The RSAs and RSUs activity during the year ended December 31, 2024 included 370,000 RSAs and 250,000 RSUs granted to third parties for services with an aggregate grant date fair value of approximately $ 0.2 million.

The total fair value of RSAs and RSUs vested for the years ended December 31, 2023 was approximately $ 0.06 million and $ 0.15 million, respectively.

The RSAs and RSUs activity during the year ended December 31, 2025 included 100,000 performance-based RSUs granted to a third party for services with an aggregate grant date fair value of approximately $ 0.08 million.

The performance requirements of the performance-based RSUs were not met and the award was forfeited as of December 31, 2025.

The total fair value of all RSAs and RSUs vested for the years ended December 31, 2025 and 2024 was approximately $ 0.31 million and $ 0.06 million, respectively.

Stock Options

Stock options are issued as incentive compensation to executives, employees, consultants and non-employee directors.

Stock options are granted with exercise prices at or above fair market value of the underlying shares at the date of grant.

Stock options are granted with exercise prices at or above fair market value of the underlying shares at the date of grant and generally vest over a one to two year period.

Fair market value of the underlying shares is determined based on observable market prices at the date of the grant.

The fair value of options granted is estimated using the Black-Scholes option pricing model.

Generally, fair value is determined as of the grant date.

Options for employees, including executives and non-employee directors, are generally granted under the Stock Plans.

The following table presents a summary of option activity under the Stock Plans and Non Plan activity for the year ended December 31, 2024 (shares in thousands):

The fair value of options granted is estimated using the Black-Scholes option pricing model as of the grant date and is amortized to share-based compensation expense over the estimated life of the award, generally the vesting period.

In the case of performance-based option awards, the grant date fair value of the award is amortized to share-based compensation expense based on the probability of the performance condition being met which is assessed at each interim reporting period during the performance period for each respective award.

Upon forfeiture of performance-based options, any previously recognized share-based compensation expense is reversed.

The following table presents a summary of option activity under the Stock Plans and Non-Plan Award activity for the year ended December 31, 2025 (shares and aggregate intrinsic value in thousands):

Weighted- Average Exercise Price

4 unchanged sentences

( 1,742 ) 0.24

Forfeited/Expired

Outstanding at end of year

2 unchanged sentences

23,799 $ 0.39 3.2 $ 292

The options awarded for the year ended December 31, 2024 included 250,000 nonqualified options issued as Non Plan Awards to third parties for services with a grant date fair value of approximately $ 0.1 million.

The options awarded for the year ended December 31, 2025 included 1,350,000 nonqualified performance-based options granted to third -parties for services with a weighted average exercise price of $ 0.31 , of which 750,000 options were forfeited upon failure to meet performance conditions in 2025.

Options outstanding and unvested at December 31,2025 include 600,000 performance-based options with an exercise price of $ 0.32 that were forfeited in January 2026 for failure to meet performance conditions.

The weighted average per share fair value of options granted during the years ended December 31, 2025 and 2024 was $ 0.30 and $ 0.23 , respectively.

15 unchanged sentences

Options by Price Range

The options outstanding at December 31, 2024 including Stock Plan and NonPlan Awards have exercise price ranges, weighted average contractual lives, and weighted average exercise prices as follows (weighted average lives in years and shares in thousands):

The options outstanding at December 31, 2025 including Stock Plan and Non-Plan Awards and excluding performance-based awards have exercise price ranges, weighted average contractual lives, and weighted average exercise prices as follows (weighted average lives in years and shares in thousands):

Options Outstanding

14 unchanged sentences

$0.83 - $1.245

We issue new shares of our common stock upon exercise of options or vesting of RSUs or RSAs under the Stock Plans.

The shares underlying the Stock Plans are registered.

The shares underlying Non Plan Awards are not registered at the time of the award, but from time to time, such awards may be included in a subsequent registration statement.

250 0.83 2.1 187 0.83 2.1

24,069 $ 0.39 3.2 23,799 $ 0.39 3.2

We issue new shares of our common stock upon exercise of options or vesting of RSUs or RSAs.

All of the shares underlying the Stock Plans as well as the Non-Plan Awards are registered.

Cash received from option exercises for the years ended December 31, 2025 and 2024 , was $ 0.43 million and $ 0.34 million, respectively.

RELATED PARTY TRANSACTIONS

On May 10, 2024, we amended convertible notes held by three of our directors.

A June 19, 2019 note with a principal balance of $ 0.03 million and a September 13, 2019 note with a principal balance of $ 0.05 million, both held by Lewis Titterton, were amended to extend the maturity dates to March 15, 2026, reduce the interest rate from 8 % to 5 % and to replace the quarterly interest payments with a single payment of unpaid, accrued interest at the earlier of conversion or maturity of the notes.

On November 17, 2025, we closed the sale of approximately 4.8 million shares of common stock at a price of $ 0.21 per share to an independent director for gross proceeds of $ 1.0 million.

The $ 0.21 per share price represents the last sale price ParkerVision’s common stock on November 14, 2025, as reported by the OTCQB Venture Market.

The stock was sold in a registered direct offering under the Company’s Shelf (see Note 13 ).

On May 10, 2024, we amended convertible notes held by two of our independent directors.

A June 19, 2019 note with a principal balance of $ 0.03 million and a September 13, 2019 note with a principal balance of $ 0.05 million were amended to extend the maturity dates to March 15, 2026, reduce the interest rate from 8 % to 5 % and to replace the quarterly interest payments with a single payment of unpaid, accrued interest at the earlier of conversion or maturity of the notes.

Additional convertible notes with an aggregate principal balance of $ 0.48 million were also amended to replace the quarterly interest payment dates with a single payment of unpaid, accrued interest at the earlier of conversion or maturity of the notes.

These additional amended notes include a $ 0.05 million convertible note dated January 8, 2020 and a $ 0.2 million convertible note dated May 10, 2022, both held by Lewis Titterton, a $ 0.1 million convertible note dated May 10, 2022 and a $ 0.1 million convertible note dated September 15, 2023, both held by Paul Rosenbaum, and a $ 0.03 million convertible note dated August 3, 2022 held by Sanford Litvak.

Notes with an aggregate face value of $ 0.33 million were converted by Messrs.

Titterton and Rosenbaum in 2024.

At December 31, 2024, these three directors hold outstanding convertible notes with an aggregate face value of $ 0.23 million with maturity dates ranging from May 2027 to August 2027 ( see Note 8 ).

We paid approximately $ 0.04 million and $ 0.05 million in 2024 and 2023 , respectively, for patent-related legal services to SKGF, of which Robert Sterne, one of our directors since September 2006, is a partner.

In addition, we paid approximately $ 0.2 million for principal and interest on the SKGF Note during each of the years ended December 31, 2024 and 2023 (see Note 7 ).

The SKGF Note has an outstanding balance, including accrued interest, of approximately $ 0.3 million at December 31, 2024 .

In April 2023, we entered into a consulting services agreement with Lewis Titterton to provide short-term advisory services to our chief executive officer in connection with the restructuring of the Brickell funding agreements.

As consideration for services under the agreement, we issued a Non Plan Award of 250,000 unregistered shares of our common stock valued at approximately $ 0.03 million.

The consideration was recognized fully in the second quarter of 2023, prior to Mr.

Titterton being appointed to the Board.

These additional amended notes include a $ 0.05 million convertible note dated January 8, 2020, $ 0.3 million in convertible notes dated May 10, 2022, and a $ 0.1 million convertible note dated September 15, 2023.

Notes held by independent directors with an aggregate face value of $ 0.2 million and $ 0.33 million, respectively, were converted during the years ended December 31, 2025 and 2024 .

At December 31, 2025, no convertible notes were held by our directors.

We paid approximately $ 0.04 million in each of the years ended December 31, 2025 and 2024 for patent-related legal services to SKGF, of which one of our independent directors is a partner.

In addition, we paid approximately $ 0.2 million for principal and interest on a note payable to SKGF during each of the years ended December 31, 2025 and 2024 (see Note 7 ).

The note payable to SKGF has an outstanding balance, including accrued interest, of approximately $ 0.2 million at December 31, 2025 .

CONCENTRATIONS OF CREDIT RISK

1 unchanged sentence

We are exposed to credit risk from time to time, subject to federal deposit insurance, in the event of default by the financial institution holding our cash and cash equivalents.

We had no cash and cash equivalents held in excess of federally insured limits at December 31, 2025.

The cash and cash equivalents in deposit accounts held in excess of federally insured limits was $ 2.1 million at December 31, 2024 following our closing of an equity-based transaction on December 30, 2024.

4 unchanged sentences

Our Chief Executive Officer and Chief Financial Officer, collectively, are considered to be the chief operating decision maker ("CODM").

The CODM uses consolidated net (losses) earnings, along with consideration of certain significant cash and noncash expense categories, to assess performance by comparing to and monitoring against budget and prior year results.

The CODM uses consolidated net losses, along with consideration of certain significant cash and noncash expense categories, to assess performance by comparing to and monitoring against budget and prior year results.

This information is used to manage resources and invest in key strategic priorities.

9 unchanged sentences

Non-cash expenses:

Share-based compensation

Third-party consulting expenses

Employee/director share-based compensation

Third-party share-based compensation

In-kind interest expense

Change in fair value of contingent payment obligations

( 570 ) 9,639

Other segment items 1

Net (loss) income

$ ( 7,426 ) $ ( 14,472 )

1 unchanged sentence

Our segment assets represent our total assets as presented on the consolidated balance sheets at December 31, 2025 and 2024 .

SUBSEQUENT EVENTS

On March 13, 2026, we entered into exchange agreements with certain holders of our outstanding convertible promissory notes that had March 2026 maturity dates and a fixed conversion price of $ 0.25 per share.

Pursuant to the exchange agreements, the holders agreed to exchange the outstanding principal amount, together with accrued and unpaid interest, for unregistered shares of our common stock at an exchange price of $ 0.21 per share.

In connection with the exchanges, we issued an aggregate of approximately 3.3 million shares of our common stock to the holders in exchange for the cancellation of notes having an aggregate outstanding principal amount of approximately $ 0.7 million, including accrued and unpaid interest.

In connection with this exchange, we will recognize a loss on debt extinguishment of approximately $ 0.1 million upon the closing of the exchange transaction.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

On November 1, 2024, MSL, P.A.

("MSL") notified our Audit Committee and management that MSL had entered into a transaction with Forvis Mazars, LLP ("Forvis") whereby substantially all of the partners and employees of MSL became partners and employees of Forvis, and MSL would no longer be providing accounting and auditing services and would cease its services as our independent registered public accounting firm upon completion of the review of our Quarterly Report on Form 10-Q for the period ended September 30, 2024.

The Audit Committee immediately commenced a search for a new independent registered public accounting firm.

MSL’s audit report on our consolidated financial statements as of and for the year ended December 31, 2023 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except that MSL’s report for the year ended December 31, 2023 included an explanatory paragraph regarding our ability to continue as a going concern.

During the year ended December 31, 2023, and through the subsequent interim period through November 1, 2024, there were (i) no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between us and MSL on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which, if not resolved to MSL’s satisfaction, would have caused MSL to make reference thereto in their reports on the consolidated financial statements for such years, and (ii) no “reportable events” within the meaning if Item 304(a)(1)(v) of Regulation S-K.

On December 17, 2024, the Audit Committee engaged Frazier & Deeter, LLC ("FD") as our independent registered public accounting firm for the year ended December 31, 2024.

During the fiscal year ended December 31, 2023, and through the subsequent interim period through December 17, 2024 (1) neither we nor anyone acting on our behalf consulted with FD regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the our financial statements, (ii) any matter that was the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K, and (2) FD did not provide us with any written report or oral advice that FD concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue.

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-K

Item 8. Financial Statements and Supplementary Data