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Item 9A. Controls and Procedures

2026-03-23 compared with 2025-03-24 · 132 added, 91 removed, 315 unchanged (41% of the section changed)

20 unchanged sentences

Insider Trading Arrangements

During the three months ended December 31, 2024, none of our directors or officers adopted or terminated a Rule 10b5 - 1 trading arrangement or a non-Rule 10b5 - 1 trading arrangement, as such terms are defined in Item 408 (a) of Regulation S-K.

During the three months ended December 31, 2025, none of our directors or officers adopted or terminated a Rule 10b5 - 1 trading arrangement or a non-Rule 10b5 - 1 trading arrangement, as such terms are defined in Item 408 (a) of Regulation S-K, except as follows:

On December 23, 2025 , Robert G.

Sterne , one of our independent directors , adopted a new written trading plan intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c) under the Exchange Act for the potential exercise and sale of up to (i) 800,000 nonqualified stock options with an exercise price of $0.171 per share and an expiration date of August 7, 2026, and (ii) 250,000 nonqualified stock options with an exercise price of $0.33 per share and an expiration date of February 9, 2027.

The first trade date, if any, will not occur until the latter of (i) March 24, 2026 or (ii) two trading days following the filing of this Annual Report.

The plan's maximum duration is until February 9, 2027 , unless otherwise terminated .

On December 26, 2025 , Cynthia French , our Chief Financial Officer , adopted a new written trading plan intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c) under the Exchange Act for the potential exercise and sale of up to (i) 700,000 nonqualified stock options with an exercise price of $0.171 per share and an expiration date of August 7, 2026 and (ii) 150,000 nonqualified stock options with an exercise price of $0.33 per share and an expiration date of February 9, 2027.

The first trade date, if any, will not occur prior to the latter of (i) March 30, 2026, following the expiration of Ms.

French's prior trading plan adopted on March 27, 2025, or (ii) two trading days following the filing of this Annual Report.

The plan's maximum duration is until February 9, 2027 , unless otherwise terminated .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

2 unchanged sentences

Our Board is divided into three classes with only one class of directors typically being elected in each year and each class serving a three -year term.

During 2024, our Board was comprised of five members.

Following the resignation of Sanford M.

Litvack in April 2025, the remaining directors determined that a Board size of four was appropriate given the size of our operations and accordingly, reduced the Board size to four in accordance with our by-laws.

Our current directors, including their backgrounds and qualifications are as follows:

Position with the Company

Class I Director, Audit Committee Member, Compensation Committee Member

Class I Director, Chairman of the Board and Chief Executive Officer

2 unchanged sentences

Class II Director, Audit Committee Member, Compensation Committee Chair

Sanford "Sandy" Litvack has been a director of ours and a member of our audit committee since October 2022 and was appointed to our compensation committee in April 2023.

Litvack is a partner with Chaffetz Lindsey LLP and has a broad corporate litigation background, handling a wide array of complex matters, including patent and other intellectual property issues.

Litvack served as Assistant Attorney General in charge of the Antitrust Division of the Department of Justice and was selected by President George W.

Bush to serve as a member of the Antitrust Modernization Commission.

In addition to his courtroom experience, Mr.

Litvack spent a decade at the Walt Disney Company holding various roles from general counsel to chief of corporate operations and vice chairman of the board of directors.

He is also a former director of Hewlett Packard.

From October 2022 through its acquisition in February 2024, Mr.

Litvack served on the board of directors for L Catterton Asia Acquisition Corp., a special purpose acquisition company.

Litvack's corporate and legal background provides relevant insight into patent litigation and other legal strategies as well as the operations of, and risks associated with, a publicly-held corporation.

Jeffrey Parker has been the Chairman of our Board and our Chief Executive Officer since our inception in August 1989 and was our president from April 1993 to June 1998.

14 unchanged sentences

From June 2009 until July 2011, Mr.

Rosenbaum served in a non-executive capacity as chairman of Rentrak.

Rosenbaum served in a non-executive capacity as chairman of Rentrack.

From 2007 until 2016, Mr.

1 unchanged sentence

In September 2017, Mr.

Rosenbaum was appointed to the Board of Commissioners for the Oregon Liquor Control Commission and served as chairman through January of 2023.

Rosenbaum was appointed to the Board of Commissioners for the Oregon Liquor Control Commission and served as chairman through January 2023.

Rosenbaum was chief partner in the Rosenbaum Law Center from 1978 to 2000 and served in the Michigan Legislature from 1972 to 1978, during which time he chaired the Michigan House Judiciary Committee, was legal counsel to the Speaker of the House of the state of Michigan and wrote and sponsored the Michigan Administrative Procedures Act.

30 unchanged sentences

Jeffrey Parker is included above under the heading “Directors”.

Cynthia French (formerly Poehlman)

Cynthia French

Cynthia French has been our chief financial officer since June 2004 and our corporate secretary since August 2007.

6 unchanged sentences

The Board has adopted a code of ethics applicable to all of our directors, officers and employees, including our chief executive officer and our chief financial and accounting officer, that is designed to deter wrongdoing and to promote honest and ethical conduct, full, fair, accurate, timely and understandable disclosure in reports that we file or submit to the SEC and in our other public communications, compliance with applicable government laws, rules and regulations, prompt internal reporting of violations of the code to an appropriate person designated in the code and accountability for adherence to the code.

A copy of the code of ethics may be found on our website at www.parkervision.com.

A copy of the code of ethics may be found on our website at www.parkervision.com/investors under the heading "Leadership and Governance."

Shareholder Nominations

2 unchanged sentences

Our audit committee is chaired by Mr.

Rosenbaum and Messrs.

Litvack and Titterton serve as members of the audit committee.

Rosenbaum and Mr.

Titterton serves as a member of the audit committee.

Our audit committee is governed by a Board-approved charter which, among other things, establishes the audit committee’s membership requirements and its powers and responsibilities.

Our Board has determined that Messrs.

Litvack, Titterton, and Rosenbaum are audit committee financial experts within the meaning of the rules and regulations of the SEC.

Titterton and Rosenbaum are audit committee financial experts within the meaning of the rules and regulations of the SEC.

Insider Trading Policies and Procedures

We have adopted a formal insider trading policy governing the purchase, sale and/or other disposition of our securities by our directors, officers, employees and certain identified consultants, that are reasonably designed to promote compliance with insider trading laws, rules and regulations and any listing standards applicable to us.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form10-K.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report.

Executive Compensation.

5 unchanged sentences

Bonus ($) ( 1 )

Stock Awards ($)(2)

Option Awards

All Other ($)

($)( 2 )( 3 )

Jeffrey Parker, CEO

$ 356,923 $ - $ - $ 1,720,000 $ 24,000 4 $ 2,100,923

260,000 350,000 - - 24,000 634,000

Cynthia French, CFO

228,462 $ - - 215,000 - 443,462

180,000 100,000 - - - 280,000

Bonuses for 2024 performance were approved by the compensation committee and paid in January 2025.

1 unchanged sentence

Refer to Note 14 to the consolidated financial statements for the year ended December 31, 2025 included in Item 8 for the assumptions made in the valuation of equity awards.

Represents an automobile allowance in the amount of $24,000, paid biweekly.

The amounts shown in column (f) for 2025 represent the increase in fair value of awards granted in January 2021 that were modified in April 2025 to extend the expiration date of these fully vested options by five additional years, or until January 11, 2031.

No other changes were made to the awards.

Represents an annual automobile allowance in the amount of $24,000, paid on a biweekly basis.

Narrative to Summary Compensation Table

1 unchanged sentence

The base salaries of our named executive officers, and other key employees, were reduced by approximately 20%, on a voluntary basis, in September 2018 in connection with significant cost reduction measures.

Since that time, base salaries have been maintained at those reduced levels.

From time to time, our compensation committee will award discretionary cash and/or equity-based bonuses that take into consideration these continued base salary reductions as well as the individual's performance and contribution to the corporate goals.

Until April 2025, base salaries were maintained at those reduced levels.

From time to time, our compensation committee awarded discretionary cash and/or equity-based bonuses that took into consideration these continued base salary reductions as well as the individual's performance and contribution to the corporate goals.

In January 2025, our compensation committee approved the payment of discretionary cash bonuses for Mr.

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The bonuses reflect the compensation committee's intent to appropriately compensate these executives for their leadership and sustained commitment to advancing the Company's goals.

In April 2025, our compensation committee approved an increase in base compensation for Mr.

Parker, from $260,000 to $400,000 and an increase in base compensation for Ms.

French from $180,000 to $250,000.

The compensation committee considered a similarly sized peer group (“Peer Group”) developed by an independent compensation consultant in its evaluation of base salaries for its named executive officers and established base compensation that fell below the 50 th percentile when compared to the Peer Group.

In January 2026, our compensation committee approved grants, under the 2019 Plan, of nonqualified performance-based stock options to Mr.

Parker and Ms.

The performance-based grants included a performance-based option to purchase up to 8,000,000 shares granted to Mr.

Parker and a performance-based option to purchase up to 500,000 shares granted to Ms.

The options have a five -year performance period, with quarterly measurement dates, and expire ten years from the date of grant.

Vested options are exercisable at a price of $0.24 per share, which was the last sale price of the our common stock on the date of grant.

The performance conditions for vesting of these options are based on cumulative net cash received by the company from its patent enforcement actions, after deduction of all attorney contingency fees and contractual repayments of contingent payment obligations to third parties.

The performance-based options provide for automatic acceleration of vesting, regardless of performance conditions, in the event (i) the market capitalization of the company meets or exceeds $1 billion for twenty ( 20 ) consecutive trading days, or (ii) upon a change in control event.

In addition, the compensation committee approved a grant to Ms.

French, under the 2019 Plan, of a nonqualified time-based stock option for the purchase of up to 500,000 shares.

This option has an exercise price of $0.24 per share, vests in four equal biannual installments over a two -year period beginning July 22, 2026, and expires five years from the date of grant.

Employment and Non-Compete Agreements

3 unchanged sentences

Our named executive officers are eligible to participate in our health and other benefit plans to the same extent as our other full-time employees.

We did not make any employer contributions to our tax-qualified defined contribution 401(k) plan in 2023, and the plan, which was available to all of our full-time employees, was terminated in June 2023.

We generally do not provide our named executive officers with perquisites or other personal benefits that are not afforded to all full-time employees, with the exception of a $24,000 annual vehicle allowance provided for our chief executive officer.

2 unchanged sentences

Historically, we have typically granted new-hire option awards on a new hire's employment start date.

Also, non-employee directors have historically received annual equity awards during or about the first month of each calendar year, pursuant to our non-employee director compensation policy.

We do not otherwise maintain any written policies on the timing of our equity awards.

Our compensation committee considers whether there is any material nonpublic information ("MNPI") about our company when determining the timing of equity awards and does not seek to time the grant of equity awards in relation to our public disclosure of MNPI.

We have not timed the release of MNPI for the purpose of affecting the value of executive compensation.

During the year ended December 31, 2024, we did not grant any stock option or other equity awards to our named executive officers.

Also, non-employee directors have historically received annual equity awards during or about the

first month of each calendar year, pursuant to our non-employee director compensation policy.

not otherwise maintain any written policies on the timing of our equity awards.

Our compensation committee considers whether there is any material nonpublic information ("MNPI") about our company when determining the timing of equity awards and does

not seek to time the grant of equity awards in relation to our public disclosure of MNPI.

not timed the release of MNPI for the purpose of affecting the value of executive compensation.

During the year ended

December 31, 2025, we did

not grant any stock option or other equity awards to our named executive officers.

April 2025, the compensation committee approved the modification of nonqualified options held by our named executive officers in order to extend the expiration date of the options from

January 11, 2026 to

January 11, 2031.

The modified options include

8,000,000 options awarded to the CEO and

1,000,000 options awarded to the CFO on

January 11, 2021, with exercise prices of

$0.54 per share and an original term of

The options were fully vested as of the modification date and we recorded a

one -time charge to share-based compensation of approximately

$1.9 million in connection with the modification of these awards.

The extension of the expiration date is the only modification made to these awards and

no additional securities were issued.

Independent Compensation Consultant

In December 2024, our compensation committee retained an independent consultant, Alliant Human Capital ("Alliant"), to conduct a competitive review and assessment of our executive compensation program and to make recommendations for both our executive compensation and non-employee director compensation programs on a going forward basis.

Our compensation committee is in the process of reviewing Alliant's findings.

In December 2024, our compensation committee retained an independent consultant to conduct a competitive review and assessment of our executive compensation program and to make recommendations for both our executive compensation and non-employee director compensation programs on a going forward basis.

Outstanding Equity Awards at Fiscal Year End

1 unchanged sentence

Option Awards

unexercisable

Number of securities underlying unexercised options (#) exercisable

Number of securities underlying unexercised options (#) unexercisable

Option Exercise Price ($)

Option Expiration Date

Jeffrey Parker

2,660,000 1,4

- 0.17 8/7/2026

- 0.54 1/11/2031

Cynthia French

- 0.17 8/7/2026

- 0.33 2/9/2027

- 0.54 1/11/2031

Options vested over eight equal quarterly periods from September 1, 2019 to June 1, 2021.

Options vested over eight equal quarterly periods from March 31, 2021 to December 31, 2022.

Options vested over eight equal quarterly periods from March 31, 2021 to December 31, 2022 and were amended in April 2025 to extend the expiration date from January 11, 2026 to January 11, 2031.

Options vested 50% on grant date and the remaining 50% over four equal quarterly periods from May 9, 2020 to May 9, 2021.

4 unchanged sentences

Unvested director equity compensation awards are forfeited if the director's services are terminated for any reason.

In January 2023, the Board formalized its non-employee director compensation program whereby (i) non-employee directors will continue to solely receive share-based compensation for board and committee service, (ii) share-based compensation will be awarded annually on or about the first month of each year, (iii) the grant-date fair value of non-employee director awards for annual board service shall not exceed $80,000 for board service and no more than $20,000 additional for serving on the audit committee, (iv) the awards shall vest over four equal quarters and expire no more than seven years after grant date, and (v) any unvested awards shall be forfeited upon a director's termination of service for any reason.

In December 2024, the compensation committee engaged a compensation consultant to evaluate its executive and director compensation programs and make recommendations on a going-forward basis.

The compensation committee is in the process of reviewing the consultant's findings and, accordingly, has delayed issuance of the annual director equity award that would typically be issued in January 2025.

In January 2023, the Board formalized its non-employee director compensation program whereby (i) non-employee directors will continue to solely receive share-based compensation for board and committee service, (ii) share-based compensation will be awarded annually on or about the first month of each year, (iii) the grant-date fair value of non-employee director awards for annual board service shall not exceed $80,000 for board service and no more than $20,000 additional for service on board committees, (iv) the awards shall vest over one year and expire no more than seven years after grant date, and (v) any unvested awards shall be forfeited upon a director's termination of service for any reason.

In January 2025, the compensation committee delayed its annual non-employee director compensation awards pending review of a report from a third -party compensation consultant on independent director compensation.

On July 3, 2025, each of our non-employee directors were awarded, at their discretion, either (i) 275,000 restricted share units (“RSUs”) or (ii) 300,000 nonqualified share options with an exercise price of $0.29 per share for 2025 director compensation.

The awards vested 50% upon grant and 50% on December 31, 2025.

Each of the director awards has a grant-date fair value of approximately $80,000 which aligned with the independent compensation consultant recommendations.

On January 22, 2026, each of our non-employee directors were awarded 370,000 nonqualified share options with an exercise price of $0.24 per share for 2026 director compensation.

The awards vest in two bi-annual installments beginning July 22, 2026.

Each of the director awards has a grant-date fair value of approximately $76,000.

We reimburse our non-employee directors for their reasonable expenses incurred in attending meetings where applicable and we encourage participation in relevant educational programs for which we reimburse all or a portion of the costs incurred for these purposes.

6 unchanged sentences

Paul Rosenbaum 3

79,750 - 79,750

Robert Sterne 4

- 75,815 75,815

Lewis Titterton 5

79,750 - 79,750

The amounts represented in columns (b) and (c) represent the full grant date fair value of share-based awards in accordance with ASC 718.

Refer to Note 14 of the consolidated financial statements included in Item 8 for the assumptions made in the valuation of stock awards.

Litvack resigned from the Board in April 2025 and received no compensation during the year ended December 31, 2025 .

At December 31, 2025 , Mr.

Litvack has an aggregate of 1,175,000 nonqualified stock options outstanding, of which 1.106,250 are exercisable.

At December 31, 2024, Messrs.

Rosenbaum and Sterne each have 2,330,000 nonqualified stock options outstanding, of which 2,261,250 are exercisable.

Rosenbaum has 2,205,000 nonqualified stock options outstanding, all of which are exercisable.

At December 31, 2025 , Mr.

Titterton has 937,500 nonqualified stock options outstanding, of which 568,750 are exercisable.

Sterne has 2,505,000 nonqualified stock options outstanding, all of which are exercisable.

At December 31, 2025 , Mr.

Titterton has 75,000 nonqualified stock options outstanding, all of which are exercisable.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

10 unchanged sentences

Security Ownership of Certain Beneficial Holders

The following table sets forth certain information as of March 10, 2025 with respect to the stock ownership of (i) those persons or groups who beneficially own more than 5% of our common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directors and executive officers as a group (based upon information furnished by those persons).

As of March 10, 2025, 117,317,586 shares of our common stock were issued and outstanding.

The following table sets forth certain information as of

March 19, 2026 with respect to the stock ownership of (i) those persons or groups who beneficially own more than 5% of our common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directors and executive officers as a group (based upon information furnished by those persons).

March 19, 2026, 147,535,024 shares of our common stock were issued and outstanding.

Name of Beneficial Owner

3 unchanged sentences

GEM Partners, LP

Thomas Staz Revocable Trust

EXECUTIVE OFFICERS AND DIRECTORS

1 unchanged sentence

Cynthia French 9

Sanford Litvack 11

Paul Rosenbaum 9

9 unchanged sentences

Beneficial ownership includes (i) 6,600 shares held by Mr.

Lewis, (ii) 24,100 shares held by Flat Rock, (iii) 6,139,531 shares held by GEM, and (iv) 6,202,379 shares underlying convertible notes held by GEM.

Excludes 7,670,000 shares underlying convertible notes held by GEM that are not convertible within 60 days due to exercise limitations.

Lewis, (ii) 37,251 shares held by Flat Rock, (iii) 10,011,302 shares held by GEM, (iv) an aggregate of 5,202,378 shares underlying convertible notes held by GEM or Flat Rock.

Excludes an aggregate of 8,670,000 shares underlying convertible notes held by GEM or Flat Rock that are not convertible within 60 days due to exercise limitations.

The principal business address of GEM Advisors and Mr.

Lewis is 100 State Street, Suite 2B, Teaneck, NJ 07666.

Information derived from a Schedule 13G/A filed by GEM Advisors on February 28, 2024.

Thomas Staz is the trustee of the Thomas Staz Revocable Trust ("Staz Trust").

The principal business address of the Thomas Staz Revocable Trust is 1221 Brickell Avenue, Suite 2660, Miami, Florida 33131.

Beneficial ownership excludes 750,000 shares underlying convertible notes and 1,000,000 shares underlying warrants held by the Staz Trust that are not convertible within 60 days due to exercise limitations.

Information provided by the Staz Trust on December 30, 2024.

Lewis is 600 Sylvan Ave, Englewood Cliffs, NJ 07632.

Information derived from a Schedule 13G/A filed by GEM Advisors on May 12, 2025.

Includes 10,660,000 shares of common stock issuable upon currently exercisable options, 393,324 shares held by Mr.

1 unchanged sentence

Parker has shared voting and dispositive power.

Includes 2,020,550 shares of common stock issuable upon currently exercisable options.

Includes 1,175,000 shares of common stock issuable upon currently exercisable options and 192,308 shares of common stock issuable upon conversion of convertible notes.

Includes 2,330,000 shares of common stock issuable upon currently exercisable options.

Includes 712,500 shares of common stock issuable upon currently exercisable options, 38,760 shares of common stock issuable upon exercisable warrants, and 1,538,462 shares of common stock issuable upon conversion of convertible notes.

Excludes 225,000 shares of common stock issuable upon options that may become exercisable in the future.

Includes 19,266,810 shares of common stock issuable upon currently exercisable options and warrants and 1,730,770 shares of common stock issuable upon conversion of convertible notes held by directors and officers and excludes 225,000 shares of common stock issuable upon options that may become exercisable in the future (see notes 4, 5, 6, 7, 8 and 9 above).

Excludes 8,000,000 shares of common stock issuable upon performance-based options that may become exercisable in the future.

Includes 2,020,550 shares of common stock issuable upon currently exercisable options and excludes 1,000,000 shares of common stock issuable upon options that may become exercisable in the future.

Includes 1,825,000 shares of common stock issuable upon currently exercisable options and excludes 370,000 shares of common stock issuable upon options that may become exercisable in the future.

Includes 2,125,000 shares of common stock issuable upon currently exercisable options and excludes 370,000 shares of common stock issuable upon options that may become exercisable in the future.

Includes 75,000 shares of common stock issuable upon currently exercisable options and 38,760 shares of common stock issuable upon exercisable warrants and excludes 370,000 shares of common stock issuable upon options that may become exercisable in the future.

Includes 16,744,310 shares of common stock issuable upon currently exercisable options and warrants and excludes 10,110,000 shares of common stock issuable upon options that may become exercisable in the future (see notes 3, 4, 5, 6, and 7 above).

The person’s address is 4446-1A Hendricks Avenue, Suite 354, Jacksonville, Florida 32207.

1 unchanged sentence

Related Party Transactions

On November 17, 2025, we sold 4,761,905 shares of common stock at a price of $0.21 per share to Mr.

Lewis Titterton, for gross proceeds of $1,000,000.

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 our Shelf that was declared effective by the Securities and Exchange Commission on May 28, 2025.

From time to time, we have sold convertible notes to accredited investors, including certain of our directors (see Note 8).

Lewis Titterton, prior to becoming a director in June 2023, purchased an aggregate of $425,000 in convertible notes from us, with conversion prices ranging from $0.10 to $0.40 per share and maturity dates ranging from September 2023 to May 2027.

In September 2023, we repaid Mr.

Titterton $100,000 upon maturity of a note issued in 2018.

On May 10, 2024, we amended two convertible notes issued in 2019 with an aggregate principal balance of $75,000 to extend the maturity dates to March 2026, reduce the stated interest rate from 8% to 5%, and replace the quarterly interest payments with a single payment of unpaid, accrued interest at the earlier of conversion or maturity of the notes.

3 unchanged sentences

Titterton converted an aggregate of $125,000 in notes issued in 2019 and 2020 into shares of our common stock.

In May 2025, Mr.

Titterton converted his remaining $200,000 in notes into shares of our common stock.

At December 31, 2025, Mr.

Titterton has $200,000 in outstanding convertible notes with a conversion price of $0.13 that mature in May 2027.

In September 2023, we paid Paul Rosenbaum $100,000 upon maturity of a convertible promissory note with a conversion price of $0.40 per share that he purchased from us in 2018, and we sold Mr.

Rosenbaum a new $100,000 note, convertible into shares of our common stock at an above-market fixed conversion price of $0.25 and maturity date in March 2026.

In May 2022, we sold an additional $100,000 in promissory notes, convertible into shares of our common stock at a fixed conversion price of $0.13 to Mr.

Titterton holds no outstanding convertible notes.

On May 10, 2024, we amended the convertible notes held by Mr.

2 unchanged sentences

Rosenbaum converted all of his outstanding notes into shares of our common stock.

In August 2022, we sold an aggregate of $25,000 in promissory notes, convertible into shares of our common stock at a fixed conversion price of $0.13 to Sanford Litvack.

On May 10, 2024, we amended the note to defer the payment of interest until the earlier of maturity or conversion.

At December 31, 2024, Mr.

Litvack has $25,000 in outstanding convertible notes that mature in August 2027.

In addition, in January 2023, Mr.

Litvack purchased 62,500 shares of our common stock at $0.16 per share in a private placement transaction with other, nonaffiliated accredited investors.

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 250,000 unregistered shares of our common stock valued at approximately $30,000 and a one-time cash payment of $10,500.

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

Titterton being appointed to the Board.

We paid approximately $42,000 and $39,000 in 2025 and 2024, respectively, for patent-related legal services to SKGF, of which Robert Sterne is a partner.

In addition, we paid approximately $150,000 and $163,000 in 2024 and 2023, respectively, for principal and interest on the SKGF Note (see Note 7).

In addition, we paid approximately $150,000 in both 2025 and 2024 for principal and interest on the SKGF Note (see Note 7).

The SKGF Note has an outstanding balance, including accrued interest, of approximately $201,000 at December 31, 2025.

3 unchanged sentences

The Board has affirmatively determined that Messrs.

Litvack, Titterton, Rosenbaum, and Sterne are independent directors.

Titterton, Rosenbaum, and Sterne are independent directors.

Principal Accountant Fees and Services.

3 unchanged sentences

The following is a summary of fees paid to the principal accountants and Prior Accountants for services rendered.

For the year ended December 31, 2024, the aggregate fees billed by our principal accountants for professional services rendered for the audit of our annual financial statements was approximately $40,000.

For the years ended December 31, 2025 and 2024, the aggregate fees billed by our principal accountants for professional services rendered for the audit of our annual financial statements, the review of our financial statements included in our quarterly reports, and services provided in connection with regulatory filings were approximately $231,000 and $167,000, respectively.

For the years ended December 31, 2025 and 2024, the aggregate fees billed by our Prior Accountants for professional services rendered in connection with the audit of our annual financial statements, the review of our financial statements included in our quarterly reports, and services provided in connection with regulatory filings were approximately $25,000 a nd $58,000, respectively.

10 unchanged sentences

Consolidated Balance Sheets as of 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

20 unchanged sentences

Standard Form of Employee Option Agreement (incorporated by reference from Exhibit 10.1 of Form 8-K filed January 13, 2021)

2011 Long-Term Incentive Equity Plan, as amended and restated (incorporated by reference from Exhibit 10.1 of Form 8-K filed July 13, 2017) **

2019 Long-Term Incentive Equity Plan, as amended and restated (incorporated by reference from Exhibit 10.1 of Form 8-K filed June 16, 2025)

Form of 2020 Securities Purchase Agreement between Registrant and Accredited Investors (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed May 5, 2020)

18 unchanged sentences

Prepaid Forward Purchase Agreement between Registrant and Brickell Key Investments LP (incorporated by reference from Exhibit 10.2 of Quarterly Report on Form 10-Q filed November 14, 2023)

Amended Convertible Promissory Note between Registrant and Ingalls & Snyder dated September 19, 2018, as amended and restated on September 15, 2023

Amended Convertible Promissory Note between Registrant and Ingalls & Snyder dated March 13, 2019, as amended and restated on September 15, 2023

Amended Convertible Promissory Note between Registrant and Ingalls & Snyder dated September 19, 2018, as amended and restated on September 15, 2023 (incorporated by reference from Exhibit 10.24 of Annual Report on Form 10-K filed March 24, 2025)

Amended Convertible Promissory Note between Registrant and Ingalls & Snyder dated March 13, 2019, as amended and restated on September 15, 2023 (incorporated by reference from Exhibit 10.25 of Annual Report on Form 10-K filed March 24, 2025)

Amended Convertible Promissory Note between Registrant and Steven G.

Lampe dated March 13, 2019, as amended and restated on September 15, 2023

Lampe dated March 13, 2019, as amended and restated on September 15, 2023 (incorporated by reference from Exhibit 10.26 of Annual Report on Form 10-K filed March 24, 2025)

Amended and Restated Convertible Promissory Note dated July 18, 2019 between Registrant and GEM LP (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed July 12, 2024)

1 unchanged sentence

Amended and Restated Convertible Promissory Note dated January 13, 2023 between Registrant and GEM LP (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed July 12, 2024)

Form of Securities Purchase Agreement between Registrant and Accredited Investors (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed December 31, 2024)

Form of Registration Rights Agreement between Registrant and Accredited Investors (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed December 31, 2024)

Form of Warrant Agreement between Registrant and Accredited Investors (incorporated by reference from Exhibit 10.3 of Current Report on Form 8-K filed December 31, 2024)

List of Accredited Investors to December 24, 2024 and December 30, 2024 Subscription Agreements (incorporated by reference from Exhibit 10.4 of Current Report on Form 8-K filed December 31, 2024)

Corporate Policy on Insider Trading

Subscription Agreement between Registrant and Lewis H.

Titterton, Jr.

dated November 14, 2025 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed November 17, 2025)

Form of Subscription Agreement dated November 21, 2025 (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed November 21, 2025)

List of Accredited Investors to November 21, 2025 Subscription Agreements (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed November 21, 2025)

Form of Nonqualified Performance-Based Stock Option Agreement (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed January 26, 2026)

Form of Exchange Agreement, dated March 13, 2026, between ParkerVision, Inc.

and the noteholders party thereto (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed March 13, 2026)

Corporate Policy on Insider Trading (incorporated by reference from Exhibit 19.1 of Annual Report on Form 10-K filed March 24, 2025)

Schedule of Subsidiaries

Consent of MSL, P.A.

Consent of Frazier & Deeter, LLC

32 unchanged sentences

March 23, 2026

/s/ Sanford M.

March 23, 2026

March 24, 2025

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 9A. Controls and Procedures