PARKERVISION INC 10-K

Item 8. Financial Statements and Supplementary Data. Index to Consolidated Financial Statements Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (FRAZIER & DEETER, LLC, PCAOB ID: 215 ) 22 FINANCIAL STATEMENTS: Consolidated Balance Sheets – December 31, 2025 and 2024 24 Consolidated Statements of Comprehensive Loss - for the years ended December 31, 2025 and 2024 25 Consolidated Statements of Shareholders’ Deficit - for the years ended December 31, 2025 and 2024 26 Consolidated Statements of Cash Flows - for the years ended December 31, 2025 and 2024 27 Notes to Consolidated Financial Statements - December 31, 2025 and 2024 28 SUPPLEMENTARY DATA: Not applicable 21 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of ParkerVision, Inc. Opinion on the Consolidated Financial Statements 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 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 has losses from operations, negative operating cash flows and an accumulated deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management’s plans in regard to these 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. 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 the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As a part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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. 22 Table of Contents Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate. Fair Value of Contingent Payment Obligations As described in Notes 1, 9 and 10 to the consolidated financial statements, the Company has recorded the contingent payment obligations at fair value as of December 31, 2025. 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 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. Our audit procedures related to the valuation of the contingent payment obligations included the following, among others: ● We obtained an understanding and evaluated the appropriateness of management's valuation methodology, including testing the mathematical accuracy of the calculation. ● We engaged an external patent litigation specialist to assist with discussions with the Company's patent litigation attorneys in understanding and evaluating significant assumptions used in management's estimate of the fair value of the contingent payment obligations. ● We performed sensitivity analyses of the timing of future cash flows to evaluate changes in 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 We have served as the Company’s auditor since 2024. Atlanta, Georgia March 23, 2026 23 Table of Contents PARKERVISION, INC. CONSOLIDATED BALANCE SHEETS December 31, 2025 and 2024 (in thousands) 2025 2024 CURRENT ASSETS: Cash and cash equivalents $ 4,360 $ 4,918 Prepaid expenses 192 93 Other current assets 112 34 Total current assets 4,664 5,045 Intangible and other assets, net 695 834 Total assets $ 5,359 $ 5,879 CURRENT LIABILITIES: Accounts payable $ 522 $ 507 Accrued expenses: Salaries and wages 49 709 Professional fees 47 104 Other accrued expenses 422 449 Convertible notes, current portion 1,225 500 Related party note payable, current portion 144 139 Total current liabilities 2,409 2,408 LONG-TERM LIABILITIES: Secured contingent payment obligation 39,650 40,724 Unsecured contingent payment obligations 6,439 5,935 Convertible notes, net of current portion 1,908 2,798 Related party convertible notes - 225 Related party note payable, net of current portion 57 201 Total long-term liabilities 48,054 49,883 Total liabilities 50,463 52,291 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' DEFICIT: Common stock, $ .01 par value, 225,000 shares authorized, 143,156 and 113,970 issued and outstanding at December 31, 2025 and 2024, respectively 1,432 1,140 Additional paid-in capital 409,072 400,630 Accumulated deficit ( 455,608 ) ( 448,182 ) Total shareholders' deficit ( 45,104 ) ( 46,412 ) Total liabilities and shareholders' deficit $ 5,359 $ 5,879 The accompanying notes are an integral part of these consolidated financial statements. 24 Table of Contents PARKERVISION, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS FOR THE YEARS ENDED December 31, 2025 and 2024 (in thousands, except per share amounts) 2025 2024 Licensing revenue $ - $ - Cost of sales ( 199 ) ( 229 ) Gross margin ( 199 ) ( 229 ) Selling, general, and administrative expenses 7,606 4,262 Total operating expenses 7,606 4,262 Interest and other income 83 52 Interest and other expense ( 274 ) ( 394 ) Change in fair value of contingent payment obligations 570 ( 9,639 ) Total interest and other 379 ( 9,981 ) Net loss before income tax ( 7,426 ) ( 14,472 ) Provision for income taxes - - Net loss ( 7,426 ) ( 14,472 ) Other comprehensive income, net of tax - - Comprehensive loss $ ( 7,426 ) $ ( 14,472 ) Basic and diluted net loss per common share $ ( 0.06 ) $ ( 0.16 ) Basic and diluted weighted average common shares outstanding 121,319 92,150 The accompanying notes are an integral part of these consolidated financial statements. 25 Table of Contents PARKERVISION, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT FOR THE YEARS ENDED December 31, 2025 and 2024 (in thousands) Common Stock Outstanding Common Stock, Par Value Additional Paid-in Capital Accumulated Deficit Total Shareholders' Deficit Balance as of December 31, 2023 87,681 877 393,314 ( 433,710 ) ( 39,519 ) Issuance of common stock and warrants in public and private offerings, net of issuance costs 10,000 100 4,900 - 5,000 Issuance of common stock upon exercise of options and warrants, net of deferred offering costs 4,259 42 407 - 449 Issuance of common stock upon conversion of and payment of interest in kind on convertible debt 11,660 117 1,627 - 1,744 Share-based compensation, net of shares withheld for taxes 370 4 382 - 386 Net loss for the year - - - ( 14,472 ) ( 14,472 ) Balance as of December 31, 2024 113,970 1,140 400,630 ( 448,182 ) ( 46,412 ) Issuance of common stock and warrants in public and private offerings, net of issuance costs 21,243 212 4,146 - 4,358 Issuance of common stock upon exercise of options and warrants 3,043 31 396 - 427 Issuance of common stock upon conversion of and payment of interest in kind on convertible debt 3,852 39 630 - 669 Share-based compensation, net of shares withheld for taxes 1,048 10 3,270 - 3,280 Net loss for the year - - - ( 7,426 ) ( 7,426 ) Balance as of December 31, 2025 143,156 $ 1,432 $ 409,072 $ ( 455,608 ) $ ( 45,104 ) The accompanying notes are an integral part of these consolidated financial statements. 26 Table of Contents PARKERVISION, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED December 31, 2025 and 2024 (in thousands) 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 7,426 ) $ ( 14,472 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 200 231 Share-based compensation 3,280 386 Change in fair value of contingent payment obligations ( 570 ) 9,639 Gain on disposal/impairment of equipment and intangible assets - ( 6 ) Paid in kind interest expense 279 379 Changes in operating assets and liabilities: Prepaid expenses and other assets ( 177 ) ( 32 ) Accounts payable and accrued expenses ( 729 ) 659 Net cash used in operating activities ( 5,143 ) ( 3,216 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment ( 2 ) - Capitalized patent costs ( 59 ) - Net cash used in investing activities ( 61 ) - CASH FLOWS FROM FINANCING ACTIVITIES: Net proceeds from issuance of common stock and warrants in public and private offerings 4,358 5,000 Net proceeds from exercise of options and warrants 427 758 Principal payments on long-term debt ( 139 ) ( 184 ) Net cash provided by financing activities 4,646 5,574 NET CHANGE IN CASH AND CASH EQUIVALENTS ( 558 ) 2,358 CASH AND CASH EQUIVALENTS, beginning of year 4,918 2,560 CASH AND CASH EQUIVALENTS, end of year $ 4,360 $ 4,918 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ 11 $ 18 Cash paid for income taxes $ - $ - The accompanying notes are an integral part of these consolidated financial statements. 27 Table of Contents PARKERVISION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 1. SIGNIFICANT ACCOUNTING POLICIES ParkerVision, Inc. (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. We have designed and developed proprietary radio frequency (“RF”) technologies and integrated circuits based on those technologies, and we license our technologies to others for use in wireless communication products. We have expended significant financial and other resources to research and develop our RF technologies and to obtain patent protection for those technologies in the United States of America (“U.S.”) and certain foreign jurisdictions. We believe certain patents protecting our proprietary technologies have been broadly infringed by others, and therefore the primary focus of our business plan is the enforcement of our intellectual property rights through patent licensing and infringement litigation efforts. We currently have patent enforcement actions ongoing in various U.S. district courts against mobile handset, smart television and other WiFi product providers, as well as semiconductor suppliers, for the infringement of a number of our RF patents. We have made significant investments in developing and protecting our technologies, the returns on which are dependent upon the generation of future revenues for realization. Basis of Presentation Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). Certain reclassifications have been made to prior period amounts to conform to the current period presentation. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The more significant estimates made by us include projected future cash flows and risk-adjusted discount rates for estimating the fair value of our contingent payment obligations. Other estimates include the estimated lives of share-based awards used in the estimate of the fair market value of share-based compensation, the assessment of recoverability of long-lived assets, the amortization periods for intangible and long-lived assets, and the valuation allowance for deferred taxes. Actual results could differ from the estimates made. We periodically evaluate estimates used in the preparation of the financial statements for continued reasonableness. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation. Cash and Cash Equivalents We consider cash and cash equivalents to include cash on hand, interest-bearing deposits, overnight repurchase agreements and investments with original maturities of three months or less when purchased. Intangible Assets We capitalize outside legal costs and agency filing fees incurred in connection with securing the rights to our intellectual property. Patents, copyrights, and other intangible assets are amortized using the straight-line method over their estimated period of benefit. We estimate the economic lives of our patents and copyrights to be fifteen to twenty years. Management evaluates the recoverability of intangible assets periodically and considers events or circumstances that may warrant revised estimates of useful lives or that may indicate impairment exists. 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. 28 Table of Contents Contingent Payment Obligations We have accounted for our secured and unsecured contingent payment obligations as long-term debt in accordance with Accounting Standards Codification (“ASC”) 470 - 10 - 25, “Sales of Future Revenues or Various other Measures of Income.” Our payment obligations are contingent upon the receipt of proceeds from patent enforcement and/or patent monetization actions. We have elected to measure our contingent payment obligations at their estimated fair values in accordance with ASC 825, “Financial Instruments” based on the variable and contingent nature of the repayment provisions. We have determined that the fair value of our secured and unsecured contingent payment obligations falls within Level 3 in the fair value hierarchy, which involves significant estimates, and assumptions including projected future patent-related proceeds and the risk-adjusted rate for discounting future cash flows (see Note 10 ). 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 under the heading “Change in fair value of contingent payment obligations.” Revenue Recognition We account for revenue under ASC 606, “Revenue from Contracts with Customers” which implements a common revenue standard that clarifies the principles for recognizing revenue. This revenue recognition model provides a five -step analysis in determining when and how revenue is recognized. These steps include ( 1 ) identifying the contract with the customer, ( 2 ) identifying the performance obligations, ( 3 ) determining the transaction price, ( 4 ) allocating the transaction price to the performance obligations, and ( 5 ) recognizing revenue as the entity satisfies the performance obligation(s). Our revenue is derived from patent licensing and settlement agreements. We have an active monitoring and enforcement program with respect to our intellectual property rights that includes seeking appropriate compensation from third parties that utilize or have utilized our intellectual property without a license. As a result, we may receive payments as part of a settlement or in the form of court-awarded damages for a patent infringement dispute. The timing and amount of revenue recognized from each licensee depend upon a variety of factors, including the specific terms of each agreement and the nature of the deliverables and obligations. Such agreements are often complex and may include multiple performance obligations. These agreements can include performance obligations related to the settlement of past patent infringement liabilities, royalties on future covered products sold by licensees, access to a portfolio of technology as it exists at a point in time, and/or promises to provide technology updates to the portfolio during the term of the license. Refer to Note 3 for additional disclosures related to our revenue. Cost of Sales 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. 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. Accounting for Share-Based Compensation We have various share-based compensation programs which provide for equity awards including stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”). We calculate the fair value of share-based equity awards on the date of grant and recognize the calculated fair value as compensation expense over the requisite service periods of the related awards. We estimate the fair value of stock option awards using the Black-Scholes option valuation model. This valuation model requires the use of subjective assumptions and estimates including how long persons will retain their stock options before exercising them and the volatility of our common stock price over the expected life of the equity award. Such estimates, and the basis for our conclusions regarding such estimates, are outlined in detail in Note 14. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards. We account for forfeitures of share-based awards as they occur. 29 Table of Contents Income Taxes 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. Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established to reduce deferred tax assets when, based on available objective evidence, it is more likely than not that the benefit of such assets will not be realized. Our deferred tax assets exclude unrecognized tax benefits which do not meet a more-likely-than- not threshold for financial statement recognition for tax positions taken or expected to be taken in a tax return. New Accounting Pronouncements 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. This update requires disclosure of the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense line item on the income statement. The standard also requires a qualitative description of other amounts included in each relevant expense line item on the income statement that are not separately disclosed. In addition, entities are required to disclose the nature and amount of selling expenses. The amendments in ASU 2024 - 03 are effective for annual periods beginning after December 15, 2026, which for the Company would be applicable to fiscal year 2027, and for subsequent interim periods. Early adoption is permitted and the amendments should be applied on a prospective basis. Retrospective application is permitted. Adoption of this guidance will result in additional disclosures, but we do not expect the adoption of ASU 2024 - 03 to materially impact our consolidated financial statements. In November 2024, the FASB issued ASU 2024 - 04, Debt - Debt with Conversion and Other Options (Subtopic 470 - 20 ) - Induced Conversions of Convertible Debt Instruments. This update clarifies the assessment of whether a transaction should be accounted for as an induced conversion or extinguishment of convertible debt when changes are made to conversion features as part of an offer to settle the instrument. 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, 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. 2. LIQUIDITY AND GOING CONCERN The accompanying consolidated financial statements as of and for the year ended December 31, 2025 were prepared assuming we will continue as a going concern, which contemplates that we will continue in operation and will be able to realize our assets and settle our liabilities and commitments in the normal course of business for a period of at least one year from the issuance date of these consolidated financial statements. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that could result should we be unable to continue as a going concern. 30 Table of Contents With the exception of the year ended December 31, 2023, we have incurred significant losses from operations and negative cash flows in every year since inception, largely as a result of our significant investments in developing advanced technologies and protecting our intellectual property. We have utilized the proceeds from sales of debt and equity securities and contingent funding arrangements with third parties to fund our operations, including the cost of litigation to enforce our intellectual property rights. At December 31, 2025 , we had cash and cash equivalents of approximately $ 4.4 million, working capital of $ 2.3 million, and an accumulated deficit of approximately $ 455.6 million. For the year ended December 31, 2025 , we incurred a net loss of approximately $ 7.4 million and used cash from operations of approximately $ 5.1 million. For the year ended December 31, 2025 , we made aggregate payments of approximately $ 0.1 million on long-term debt. 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 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 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. Refer to Note 12 for a complete discussion of our patent enforcement proceedings. Significant portions of our litigation costs to date have been funded by contingent payment arrangements with legal counsel. Fee discounts offered by legal counsel in exchange for contingent payments upon successful outcome in our litigation are not recognized in expense until such time that the related proceeds on which the contingent fees are payable are considered probable. Contingent fees vary based on each firm’s specific fee agreement. 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 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. 31 Table of Contents 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. The long-term continuation of our business plan is dependent upon the generation of sufficient cash flows from our technology licenses to offset expenses and debt obligations. In the event that we do not generate sufficient cash flows, we will be required to obtain additional funding through public or private debt or equity financing or contingent fee arrangements and/or reduce operating costs. 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. 3. REVENUE 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. 4. 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): 2025 2024 Options outstanding 24,669 25,451 Warrants outstanding 4,346 9,746 Unvested RSUs 296 250 Shares underlying convertible notes 24,678 27,724 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. 32 Table of Contents 5. INTANGIBLE AND OTHER ASSETS Intangible and other assets consisted of the following at December 31, 2025 and 2024 (in thousands): 2025 2024 Patents and copyrights $ 10,488 $ 10,429 Less accumulated amortization ( 9,796 ) ( 9,597 ) Property and equipment, net 3 2 $ 695 $ 834 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): 2026 $ 138 2027 120 2028 103 2029 72 2030 62 2031 and thereafter 197 Total $ 692 6. OTHER ACCRUED EXPENSES Other accrued expenses consisted of the following at December 31, 2025 and 2024 (in thousands): 2025 2024 Advances $ 375 $ 375 Accrued interest 47 64 Other accrued expenses - 10 $ 422 $ 449 Advances include amounts received from litigation counsel as advanced reimbursement of out-of-pocket expenses expected to be incurred by us. 33 Table of Contents 7. NOTES PAYABLE Note Payable to a Related Party We have an unsecured promissory note payable of $ 0.2 million to Sterne, Kessler, Goldstein, & Fox, PLLC (“SKGF”), a related party (see Note 15 ), for outstanding unpaid fees for legal services. 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 $ 0.01 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. Failure to comply with the payment terms of this note constitutes an event of default which, if uncured, will result in the entire unpaid principal balance of the note and any unpaid, accrued interest to become immediately due and payable. 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. At December 31, 2025 , the aggregate maturities of our notes payable are as follows (in thousands): 2026 $ 144 2027 57 Total $ 201 8. CONVERTIBLE NOTES Our convertible notes represent promissory notes that are convertible, at the holders’ option, into shares of our common stock at fixed conversion prices. Interest payments are generally made on a quarterly basis and are payable, at our option and subject to certain equity conditions, in either cash, shares of our common stock, or a combination thereof. The number of shares issued for interest is determined by dividing the interest payment amount by the closing price of our common stock on the trading day immediately prior to the scheduled interest payment date. Upon conversion by the holder, any accrued and unpaid interest, if not paid in cash, is converted into shares of common stock at the conversion price. To date, nearly all interest payments on the convertible notes have been made in shares of our common stock. We have recognized the convertible notes as debt in our consolidated financial statements. We have the option to prepay approximately 55 % of the face value of the notes any time following the one -year anniversary of the issuance of the notes, subject to a premium on the outstanding principal prepayment amount of 25 % prior to the two -year anniversary of the note issuance date, 20 % prior to the three -year anniversary of the note issuance date, 15 % prior to the four -year anniversary of the note issuance date, or 10 % thereafter. 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 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 matured or were repaid during the year ended December 31, 2025 . 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. For the years ended December 31, 2025 and 2024 , convertible notes with a face value of $ 0.4 million and $ 1.4 million, respectively, were converted by the holders into 3.0 million and 9.6 million shares of our common stock, respectively. We recognized interest expense of approximately $ 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. For the years ended December 31, 2025 and 2024 , we issued approximately 0.8 million and 2.0 million shares of our common stock, respectively, as interest-in-kind payments on our convertible notes. 34 Table of Contents 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 470 - 60, and accordingly, the changes were accounted for prospectively and no gain or loss was recognized as a result of the note modifications. At the holders’ option, subject to ownership limitations, the convertible notes outstanding at December 31, 2025 could be converted into an aggregate of approximately 24.7 million shares of our common stock based on the fixed conversion prices. A 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): Fixed Conversion Interest December 31, Description Rate Rate Maturity Date 2025 2024 Convertible notes dated September 18, 2018 $ 0.25 8.0 % March 18, 2026 $ 425 $ 425 Convertible notes dated March 2019 $ 0.25 8.0 % March 13, 2026 250 250 Convertible notes dated June/July 2019 $ 0.10 8.0 % January 15, 2026 50 70 Convertible notes dated July 18, 2019 $ 0.08 7.5 % July 18, 2026 1 500 500 Convertible notes dated January 8, 2020 $ 0.13 8.0 % January 8, 2027 1 400 400 Convertible notes dated May-August 2022 $ 0.13 8.0 % May 10, 2027 to August 3, 2027 908 1,053 Convertible note dated January 11, 2023 $ 0.11 9.0 % January 11, 2028 1 500 500 Convertible notes dated January 13, 2023 $ 0.16 9.0 % January 13, 2028 100 100 Total principal balance 3,133 3,298 Less current portion 1,225 500 $ 1,908 $ 2,798 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. 35 Table of Contents 9. CONTINGENT PAYMENT OBLIGATIONS Secured Contingent Payment Obligation The following table provides a reconciliation of our secured contingent payment obligation measured at estimated fair market value for the years ended December 31, 2025 and 2024 , respectively (in thousands): 2025 2024 Secured contingent payment obligation, beginning of year $ 40,724 $ 29,402 Change in fair value ( 1,074 ) 11,322 Secured contingent payment obligation, end of year $ 39,650 $ 40,724 Our secured contingent payment obligation represents the estimated fair value of our repayment obligation to Brickell Key Investments, LP (“Brickell”) under a February 2016 funding agreement, as amended from time to time. On August 14, 2023, the contingent funding agreement with Brickell was replaced with a secured, non-recourse note (the "Note") and a prepaid forward purchase agreement (the "PPFPA"). The Note has a face value of $ 45.5 million ("Face Value"), accrues simple interest at a fixed rate, and matures on August 14, 2028. Payments under the Note will be made solely from proceeds from our patent assets, net of contingent fees payable to attorneys ("Distributions"). We are obligated to pay one hundred percent ( 100 %) of the first $ 5.8 million in Distributions to Brickell, and thereafter will pay a percentage of Distributions, which varies depending upon the origin of the Distributions, until the Face Value of the Note, and accrued interest thereon, has been repaid in full. If the amounts payable to Brickell from Distributions are insufficient to repay the face value and interest accrued on the Note by the maturity date, our remaining repayment obligations under the Note will be reduced to zero with future payment obligations, if any, being determined under the PPFPA. The Note is secured by our patent assets and related proceeds and contains standard and customary representations, warranties and covenants. The Note contains events of default including, but not limited to, (a) failure to pay principal or interest on the Note when due; (b) breach of representations or covenants, (c) impairment in the perfection or priority of Brickell's security interests in the collateral, and (d) bankruptcy or dissolution of the Company. In the event of a default, the outstanding principal and accrued interest on the Note will become immediately due and payable. The PPFPA extends beyond the maturity date of the Note and provides that Brickell is entitled to a specified percentage of monetary recoveries resulting from our patent-related actions to the extent not already paid to Brickell under the Note, or otherwise prior to the inception of the Note. The PPFPA also contains standard and customary representations, warranties and covenants. The Note and PPFPA are collectively referred to as our secured contingent payment obligation. Since 2016, we have received aggregate proceeds of $ 23 million in exchange for Brickell’s right to reimbursement and compensation from gross proceeds resulting from patent enforcement and other patent monetization actions and have repaid an aggregate of $ 17.3 million from patent license and settlement proceeds. The underlying carrying value of the Note, which includes the Face Value plus accrued interest, was approximately $ 67.4 million and $ 59.2 million as of December 31, 2025 and 2024 , respectively. The range of potential proceeds payable to Brickell is discussed more fully in Note 10. Brickell holds a senior security interest in the majority of our assets until such time as the Note, including accrued interest thereon, is paid in full. 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. 36 Table of Contents 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 until the contingency is resolved. Unsecured Contingent Payment Obligations The following table provides a reconciliation of our unsecured contingent payment obligations, measured at estimated fair market value, for the years ended December 31, 2025 and 2024 , respectively (in thousands): 2025 2024 Unsecured contingent payment obligations, beginning of year $ 5,935 $ 7,618 Change in fair value 504 ( 1,683 ) Unsecured contingent payment obligations, end of year $ 6,439 $ 5,935  Our unsecured contingent payment obligations represent amounts payable to others from future patent-related proceeds including (i) a termination fee due to a litigation funder (“Termination Fee”) and (ii) contingent payment rights (“CPRs”) issued to accredited investors primarily in connection with equity financings. 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 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. Based on the terms of the letter agreement, if a final funding arrangement was not executed by March 31, 2020, we would be obligated to pay, from future patent-related proceeds, an aggregate termination payment equal to five times the advances received, or approximately $ 5.0 million. We did not consummate a funding agreement and accordingly the advances were recorded as an unsecured contingent payment obligation at March 31, 2020, when the Termination Fee obligation was incurred. As of December 31, 2025 , the estimated fair value of unsecured contingent payment obligations related to the Termination Fee is $ 3.0 million. 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. 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. The investors’ allocated portion of net proceeds will be determined by multiplying the net proceeds recovered by us (up to $ 10 million) by the quotient of such investors’ subscription amount divided by $ 10 million, up to an amount equal to each investor’s subscription amount, or an aggregate of $ 5.8 million. As of December 31, 2025 , the estimated fair value of our unsecured contingent payment obligations related to the CPRs is $ 3.4 million. 37 Table of Contents 10. FAIR VALUE MEASUREMENTS ASC 820, “Fair Value Measurements” establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The three levels of the fair value hierarchy are as follows: ● Level 1: Quoted prices for identical assets or liabilities in active markets which we can access ● Level 2: Observable inputs other than those described in Level 1 ● Level 3: 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): Fair Value Measurements Total Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) December 31, 2025: Liabilities: Secured contingent payment obligation $ 39,650 $ - $ - $ 39,650 Unsecured contingent payment obligations 6,439 - - 6,439 December 31, 2024: Liabilities: Secured contingent payment obligation 40,724 - - 40,724 Unsecured contingent payment obligations 5,935 - - 5,935 For the years ended December 31, 2025 and 2024 , respectively, we had no transfers of assets or liabilities between the levels of the hierarchy. The fair values of our secured and unsecured contingent payment obligations were estimated using a probability-weighted income approach based on various cash flow scenarios as to the outcome of patent-related actions both in terms of timing and amount, discounted to present value using a risk-adjusted rate. We used a risk-adjusted discount rate for the secured and unsecured contingent payment obligations of 17.55 % and 17.47 %, respectively, at December 31, 2025 , based on a risk-free rate of 3.55 % and 3.47 %, respectively, as adjusted by 8 % for credit risk and 6 % for litigation inherent risk. We used a risk-adjusted discount rate for the secured and unsecured contingent payment obligations of 18.27 % and 18.21 %, respectively, at December 31, 2024 , based on a risk-free rate of 4.27 % and 4.21 %, respectively, as adjusted by 8 % for credit risk and 6 % for litigation inherent risk. 38 Table of Contents The following tables provide quantitative information about the significant unobservable inputs used in the measurement of fair value for both the secured and unsecured contingent payment obligations at December 31, 2025 and 2024 , respectively, including the lowest and highest undiscounted payout scenarios as well as a weighted average payout scenario based on relative undiscounted fair value of each cash flow scenario. December 31, 2025 Secured Contingent Payment Obligation Unsecured Contingent Payment Obligations Unobservable Inputs Low Weighted Average High Low Weighted Average High Estimated undiscounted cash outflows (in millions) $ 0.0 $ 70.8 $ 150.3 $ 0.0 $ 8.1 $ 10.8 Duration (in years) 0.5 3.7 4.5 0.5 1.5 3.0 Estimated probabilities 15 % 21 % 30 % 15 % 21 % 30 % December 31, 2024 Secured Contingent Payment Obligation Unsecured Contingent Payment Obligations Unobservable Inputs Low Weighted Average High Low Weighted Average High Estimated undiscounted cash outflows (in millions) $ 0.0 $ 65.3 $ 150.0 $ 0.0 $ 7.8 $ 10.8 Duration (in years) 1.0 2.8 3.5 1.0 1.6 3.5 Estimated probabilities 15 % 19 % 25 % 15 % 21 % 25 % We evaluate the estimates and assumptions used in determining the fair value of our contingent payment obligations each reporting period and make any adjustments prospectively based on those evaluations. Changes in any of these Level 3 inputs could result in a significantly higher or lower fair value measurement. 11. INCOME TAXES AND TAX STATUS 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. 39 Table of Contents 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): 2025 2024 Amount Percent of Net loss before income tax Amount Percent of Net loss before income tax Tax benefit at statutory rate $ ( 1,559 ) ( 21.0 %) $ ( 3,039 ) ( 21.0 %) Florida state tax benefit ( 319 ) ( 4.3 %) ( 622 ) ( 4.3 %) Change in valuation allowance 1,846 24.9 % 4,085 28.2 % Other 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): 2025 2024 Gross deferred tax assets: Net operating loss carry-forward $ 63,807 $ 67,899 Research and development credit carry-forward 3,498 4,011 Share based compensation 2,650 1,797 Patents and other 586 580 Contingent payment obligations 9,365 9,509 Fixed assets ( 1 ) ( 1 ) Accrued liabilities - 171 Charitable contributions 2 2 79,907 83,968 Less valuation allowance ( 79,907 ) ( 83,968 ) Net deferred tax asset $ - $ - At December 31, 2025 , we had cumulative NOL carry-forwards for income tax purposes of $ 254.7 million, of which $ 203.9 million is subject to expiration in varying amounts from 2026 to 2037. At December 31, 2025 , we also had research and development tax credit carryforwards of $ 3.5 million, which expire in varying amounts from 2026 through 2037. Our ability to benefit from the NOL and tax credit carry-forwards could be limited under certain provisions of the Internal Revenue Code if there are ownership changes of more than 50%, as defined by Section 382 of the Internal Revenue Code of 1986 (“Section 382” ). Under Section 382, an ownership change may limit the amount of NOL, capital loss and R&D credit carry-forwards that can be used annually to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50 percentage points over a three -year period. We conduct a study annually of our ownership changes. Based on the results of our studies, we have determined that we do not have any ownership changes on or prior to December 31, 2025 which would result in limitations of our NOL, capital loss or R&D credit carry-forwards under Section 382. 40 Table of Contents Uncertain Tax Positions We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. We have identified our Federal and Florida tax returns as our only major jurisdictions, as defined. The periods subject to examination for those returns are the 2004 through 2025 tax years. Unrecognized tax benefits due to uncertain tax positions were $ 0.64 million for each of the years ended December 31, 2025 and 2024 . Future changes in the unrecognized tax benefit will have no impact on the effective tax rate so long as we maintain a full valuation allowance. Our policy is that we recognize interest and penalties accrued on any unrecognized tax benefits as a component of our income tax expense. We do not have any accrued interest or penalties associated with any unrecognized tax benefits. For the years ended December 31, 2025 and 2024 , we did not incur any income tax-related interest income, expense or penalties. 12. COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, we are subject to legal proceedings and claims which arise in the ordinary course of our business. These proceedings include patent enforcement actions initiated by us against others for the infringement of our technologies, as well as proceedings brought by others against us at the Patent Trial and Appeal Board of the U.S. Patent and Trademark Office (“PTAB”) in an attempt to invalidate certain of our patent claims. The majority of our litigation, including our PTAB proceedings, is being paid for through contingency fee arrangements with our litigation counsel as well as third -party litigation financing. In general, litigation counsel is entitled to recoup on a priority basis, from litigation proceeds, any out-of-pocket expenses incurred. 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. Qualcomm (Middle District of Florida-Orlando Division) - Appealed to U.S. Court of Appeals for the Federal Circuit 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 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 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. In April 2020, the court issued its claim construction order in which the court adopted our proposed construction for seven of the ten disputed terms and adopted slightly modified versions of our proposed construction for the remaining terms. Discovery in this case was closed in January 2021. 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. 41 Table of Contents 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. Apple and Qualcomm (Middle District of Florida-Jacksonville Division) We have a patent infringement case in the Middle District of Florida against Apple Inc. (“Apple”) and Qualcomm, filed in December 2015, alleging infringement of four of our patents, which was subsequently reduced to one patent. Fact discovery has closed in this case and a jury trial was scheduled to begin in August 2020. In March 2020, as a result of the impact of COVID- 19, the parties filed a motion requesting an extension of certain deadlines in the case. In April 2020, the court stayed this proceeding pending the outcome of the infringement case against Qualcomm in the Orlando Division of the Middle District of Florida. ParkerVision v. LG (District of New Jersey) In July 2017, we filed a patent infringement complaint in the District of New Jersey against LG for the alleged infringement of four patents previously asserted against LG in the Middle District of Florida (see ParkerVision v. 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 venue. In March 2018, the court stayed this case pending a final decision in ParkerVision v. Apple and Qualcomm in the Middle District of Florida. As part of this stay, LG has agreed to be bound by the final claim construction decision in that case. 42 Table of Contents ParkerVision v. Realtek (Western District of Texas) We filed two patent infringement actions in the Western District of Texas against Realtek Semiconductor Corp. ("Realtek"), the first in 2022 and a second in 2023, alleging infringement of an aggregate of seven of our patents. One of the seven patents was dropped from the litigation in August 2024. 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 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. TCL (Western District of Texas) We filed two patent infringement actions in the Western District of Texas in 2020 and 2021 against TCL Industries Holdings Co., Ltd, a Chinese company, TCL Electronics Holdings Ltd., Shenzhen TCL New Technology Co., Ltd, TCL King Electrical Appliances (Huizhou) Co., Ltd., TCL Moka Int’l Ltd. and TCL Moka Manufacturing S.A. DE C.V. (collectively “TCL”) alleging infringement of approximately twelve of our patents. The court issued its claim construction recommendations in the first TCL case, adopting our claim constructions in for nearly all of the disputed terms. In January 2023, the TCL action was stayed pending final resolution of patent infringement actions filed against Realtek, the manufacturer of the integrated circuits used in TCL's alleged infringing products. ParkerVision v. MediaTek (Western District of Texas) We filed three patent infringement actions in the Western District of Texas against MediaTek Inc. and MediaTek USA Inc. (collectively, "MediaTek"), the first in 2022 and two additional cases in 2023, alleging infringement of an aggregate of ten of our patents. One of the patents was voluntarily dropped from the first MediaTek case in 2024 and MediaTek likewise terminated an IPR petition it had initiated against the same patent. 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 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. LGE (Western District of Texas) We filed a patent infringement action in the Western District of Texas against LG Electronics, a South Korean company ("LGE") in 2021, alleging infringement of ten of our patents. The court issued its claim construction recommendations in June 2022, adopting our claim constructions for nearly all of the disputed terms. In January 2023, the LGE action was stayed pending final resolution of patent infringement actions filed against Realtek and MediaTek as well as final resolution of IPR actions against patents in this case. ParkerVision v. Texas Instruments (Western District of Texas) We filed a patent infringement action in the Western District of Texas against Texas Instruments ("TI") in 2023, alleging infringement of three of our patents. In December 2023, TI filed a motion to change venue to the Northern District of Texas which the court denied in August 2024. A claim construction hearing was held in June 2024, and the court issued its final claim construction order in November 2024. 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). 43 Table of Contents  ParkerVision v. NXP Semiconductors (Western District of Texas) We filed a patent infringement action in the Western District of Texas against NXP Semiconductors ("NXP") in 2023, alleging infringement of three of our patents. A claim construction hearing was held in June 2024, and the court issued its final claim construction order in January 2025. 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). TCL and LGE. v. ParkerVision (PTAB) We appealed two IPR actions filed by TCL and LGE against our U.S. patent 7,292,835 (“the ‘835 Patent”) and U.S. patent 7,110,444, both of which are asserted in the infringement cases against these parties in the Western District of Texas. In November 2022, the PTAB issued its written decision ruling that the challenged claims for both patents were unpatentable. We appealed these decisions to the CAFC and oral arguments for both appeals were presented to the CAFC on June 3, 2024. On June 5, 2024, the CAFC issued its final decisions, in the form of Rule 36 decisions, affirming the PTAB rulings. On November 4, 2024, we submitted a petition for a Writ of Certiorari with the U.S. Supreme Court challenging the CAFC's use of Rule 36 to affirm PTAB decisions without a written opinion. On March 24, 2025, the Supreme Court denied our petition. MediaTek v. ParkerVision (PTAB) MediaTek filed an IPR petition in November 2023 against the ‘835 Patent which is one of the patents asserted in the first MediaTek infringement action. In May, 2024, the PTAB instituted the IPR petition. MediaTek withdrew its petition and the IPR was terminated in September 2024, following our dismissal of the '835 Patent from the patent infringement action against MediaTek. MediaTek filed a second petition for IPR in May 2024 against one of the patents asserted in the second MediaTek infringement action. The PTAB instituted this IPR in November 2024 and a final decision was expected in November 2025. In November 2025, the PTAB extended its statutory deadline to May 2026. In October 2024, MediaTek filed a third petition for IPR against one of the patents asserted in the third MediaTek action. 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. ParkerVision (PTAB) Texas Instruments filed three petitions for IPR in May 2024 against each of the patents asserted in the TI action. All three IPRs were instituted by the PTAB in November 2024 and a decision was expected by November 2025. NXP filed petitions for IPR against two of the three patents asserted in the NXP action, which are the same as two of the patents asserted in the TI action. Accordingly, in December 2024, the PTAB granted NXP's joinder motion to join the TI petitions. In 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 May 2026. Realtek v. ParkerVision (PTAB) In December 2024, Realtek filed petitions for IPR against two patents asserted in the second Realtek action, which are the same as the two patents under joint IPR by TI and NXP. Realtek also filed a joinder motion to join the TI/NXP proceedings. In 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.  44 Table of Contents 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. In 2021, the Goldberg legal team handling all of our Texas actions left Goldberg and formed a new law firm, Daignault Iyer, LLP ("DI"). In late April 2021, we engaged DI, on a full contingency basis, to continue the prosecution of our patent infringement actions in Texas. In 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. 13. STOCK AUTHORIZATION AND ISSUANCE Preferred Stock We have 15 million shares of preferred stock authorized for issuance at the direction of our board of directors (the “Board”). On November 17, 2005, our Board designated 0.1 million shares of authorized preferred stock as the Series E Preferred Stock in conjunction with its adoption of a Shareholder Protection Rights Agreement that expired in November 2023. As of December 31, 2025 , we had no outstanding preferred stock. Common Stock We have 225 million shares of common stock authorized for issuance as of December 31, 2025 . 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, 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 The following table presents a summary of completed equity-based financing transactions for the years ended December 31, 2025 and 2024 (in thousands, except for per share amounts): Date Transaction # of Common Shares/ Units Sold Average Price per Share/ Unit # of Warrants Issued (in 000’s) Average Exercise Price per Warrant Net Proceeds (1) December 2024 Private placement of common stock 10,000 $ 0.50 2,000 $ 0.50 $ 4,932 November 2025 Registered direct offering of common stock 21,243 $ 0.21 - - $ 4,426 ( 1 ) After deduction of applicable offering costs. 45 Table of Contents 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 10.0 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. 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 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. The estimated grant date fair value of these warrants of $ 3.0 million and $ 4.0 million for the years ended December 31, 2025 and 2024 , respectively, is included in shareholders’ deficit in our consolidated balance sheets. 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. 14. SHARE-BASED COMPENSATION 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. That cost is expected to be recognized over a weighted-average period of approximately 0.7 years. 46 Table of Contents Stock Incentive Plans 2019 Long-Term Incentive Equity Plan 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, 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 We adopted a shareholder approved long-term incentive equity plan in September 2011 that was amended in 2014, 2016 and 2017 and provided for the grant of stock-based awards to employees, officers, directors and consultants, not to exceed 3.0 million shares of common stock (the “2011 Plan”). In January 2023, we ceased any future grants under the 2011 Plan. At December 31, 2025 , we had outstanding options for the purchase of up to 175,000 shares under the 2011 Plan. Upon the exercise or expiration of these remaining outstanding options, the 2011 Plan will be terminated. 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 RSAs are issued as executive and employee incentive compensation and as payment for services to others. The value of the award is based on the closing price of our common stock on the date of grant. RSAs are generally immediately vested. From time to time, we issue fully vested share-based compensation awards to third parties as prepaid retainers for services over a specified period. The grant date fair value of these awards is recorded as prepaid services and expensed to selling, general and administrative expense over the service period. Restricted Stock Units RSUs are issued as incentive compensation to executives, employees, and non-employee directors and as payment for services to others. Each RSU represents a right to one share of our common stock, upon vesting. The RSUs are not entitled to voting rights or dividends, if any, until vested. RSUs generally vest over a one to three year period for employee awards and a one year period for non-employee director and third -party awards. 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. 47 Table of Contents RSAs and RSUs 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 Shares Weighted-Average Grant Date Fair Value Non-vested at beginning of year 250 $ 0.50 Granted 1,194 0.35 Vested ( 1,048 ) 0.35 Forfeited ( 100 ) 0.83 Non-vested at end of year 296 $ 0.32 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 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 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. 48 Table of Contents 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): Shares Weighted- Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value ($) Outstanding at beginning of year 25,451 $ 0.38 Granted 2,075 0.37 Exercised ( 1,742 ) 0.24 Forfeited ( 750 ) 0.30 Expired ( 365 ) 0.60 Outstanding at end of year 24,669 0.39 3.2 $ 292 Vested at end of year 23,799 $ 0.39 3.2 $ 292 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. The total fair value of options vested was $ 0.4 million and $ 0.3 million for the years ended December 31, 2025 and 2024 , respectively. The fair value of option grants for the years ended December 31, 2025 and 2024 , respectively, was estimated using the Black-Scholes option-pricing model with the following assumptions: Year ended December 31, 2025 2024 Expected option term (in years) 1 2 - 5 5 Expected volatility factor 2 126.8 % - 150.6% 150.6 % Risk-free interest rate 3 3.82 % - 4.26% 3.80 % Expected annual dividend yield 0 % 0 % 1 The expected term was generally determined based on historical activity for grants with similar terms and for similar groups of employees and represents the period of time that options are expected to be outstanding. For employee options, groups of employees with similar historical exercise behavior are considered separately for valuation purposes. For third parties, the expected term is estimated to be the contractual life of the related service agreement. 2 The stock volatility for each grant is measured using the weighted average of historical daily price changes of our common stock over the most recent period equal to the expected option term. 3 The risk-free interest rate for periods equal to the option expected term is based on the U.S. Treasury yield curve in effect at the measurement date. 49 Table of Contents Options by Price Range 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 Options Vested Range of Exercise Prices Number Outstanding at December 31, 2025 Wtd. Avg. Exercise Price Wtd. Avg. Remaining Contractual Life Number Exercisable at December 31, 2025 Wtd. Avg. Exercise Price Wtd. Avg. Remaining Contractual Life $0.171 - $0.29 8,941 $ 0.18 1.3 8,941 $ 0.18 1.3 $0.33 - $0.45 1,825 0.31 2.5 1,743 0.31 2.1 $0.50 - $0.75 13,053 0.54 4.6 12,928 0.54 4.6 $0.83 - $1.245 250 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. 15. RELATED PARTY TRANSACTIONS 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, $ 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 . 50 Table of Contents 16. CONCENTRATIONS OF CREDIT RISK Financial instruments that potentially subject us to a concentration of credit risk consist of cash and cash equivalents that are primarily held in bank accounts and overnight investments. 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. We mitigate this risk by depositing our cash and cash equivalents with major financial institutions and by ensuring timely transfers of excess funds to a high-yield savings program that offers federal insurance protection through a network of financial institutions. 17. SEGMENT INFORMATION Our operations constitute a single reportable segment, focused on licensing our innovative, fundamental wireless technologies, often through patent infringement enforcement actions. All revenues, operating expenses and assets attributable to this segment are reflected in the consolidated financial statements. 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, 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. Segment information for the years ended December 31, 2025 and 2024 is as follows (in thousands): 2025 2024 Licensing gross margin $ ( 199 ) $ ( 229 ) Interest and other income 83 52 Cash expenses: Personnel related expenses 1,683 2,122 Litigation & legal expenses 384 376 Third-party consulting expenses 834 173 Patent maintenance expenses 65 149 Non-cash expenses: Employee/director share-based compensation 2,859 292 Third-party share-based compensation 421 94 In-kind interest expense 263 376 Change in fair value of contingent payment obligations ( 570 ) 9,639 Other segment items 1 1,371 1,074 Net loss $ ( 7,426 ) $ ( 14,472 ) 1 Other segment items primarily include costs incurred for insurance, shareholder and public relations, audit and other professional fees, outsourced information technology services, and employee travel. Our segment assets represent our total assets as presented on the consolidated balance sheets at December 31, 2025 and 2024 . 51 Table of Contents 18. 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. 52 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.