What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 188 added, 138 removed, 406 unchanged (45% of the section changed)

Financial Statements (Unaudited)

Financial Statements

PARKERVISION, INC.

1 unchanged sentence

(in thousands, except par value data)

March 31, 2026

June 30, 2026

December 31, 2025

28 unchanged sentences

SHAREHOLDERS' DEFICIT:

Common stock, $ 0.01 par value, 225,000 shares authorized, 147,535 and 143,156 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Common stock, $ 0.01 par value, 225,000 shares authorized, 147,792 and 143,156 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

8 unchanged sentences

PARKERVISION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Licensing revenue

$ - $ - $ - $ -

Cost of sales

2 unchanged sentences

Selling, general, and administrative expenses

1,514 3,843 2,472 5,086

Total operating expenses

1,514 3,843 2,472 5,086

Interest income

2 unchanged sentences

Loss on extinguishment of debt

- - ( 131 ) -

Change in fair value of contingent payment obligations

1,723 2,304 1,326 ( 157 )

Total other expense

Total other income (expense)

1,697 2,260 1,138 ( 241 )

Provision for income taxes

Net income (loss)

148 ( 1,634 ) ( 1,405 ) ( 5,433 )

Other comprehensive income, net of tax

Comprehensive loss

Comprehensive income (loss)

$ 148 $ ( 1,634 ) $ ( 1,405 ) $ ( 5,433 )

Basic and diluted net loss per common share

Earnings (loss) per common share

$ 0.00 $ ( 0.01 ) $ ( 0.01 ) $ ( 0.05 )

Basic and diluted weighted average common shares outstanding

$ 0.00 $ ( 0.01 ) $ ( 0.01 ) $ ( 0.05 )

Weighted average common shares outstanding

147,741 118,797 146,268 117,322

168,772 118,797 146,268 117,322

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

8 unchanged sentences

Balance as of December 31, 2025

143,156 $ 1,432 $ 409,072 $ ( 455,608 ) $ ( 45,104 )

Issuance of common stock in debt exchange

3,277 32 787 - 819

Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt

978 10 139 - 149

Share-based compensation

124 1 164 - 165

Comprehensive loss for the period

- - - ( 1,553 ) ( 1,553 )

Balance as of March 31, 2026

147,535 $ 1,475 $ 410,162 $ ( 457,161 ) $ ( 45,524 )

Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt

Share-based compensation

Comprehensive income for the period

Balance as of June 30, 2026

Common Stock Outstanding

4 unchanged sentences

Balance as of December 31, 2024

113,970 $ 1,140 $ 400,630 $ ( 448,182 ) $ ( 46,412 )

Issuance of common stock and warrants in private offerings, net of issuance costs

- - ( 5 ) - ( 5 )

Issuance of common stock upon exercise of options and warrants

2,148 21 241 - 262

Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt

1,401 14 224 - 238

Share-based compensation

- - 122 - 122

Comprehensive loss for the period

- - - ( 3,799 ) ( 3,799 )

Balance as of March 31, 2025

117,519 $ 1,175 $ 401,212 $ ( 451,981 ) $ ( 49,594 )

Issuance of common stock and warrants in private offerings, net of issuance costs

Issuance of common stock upon exercise of options and warrants

Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt

Share-based compensation

Comprehensive loss for the period

Balance as of June 30, 2025

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 1,553 ) $ ( 3,799 )

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

1 unchanged sentence

Share-based compensation

Loss on changes in fair value of contingent payment obligations

(Gain) loss on changes in fair value of contingent payment obligations

Loss on debt extinguishment

2 unchanged sentences

Prepaid expenses and other assets

( 115 ) ( 129 )

Accounts payable and accrued expenses

Net cash used in operating activities

( 851 ) ( 1,827 )

CASH FLOWS FROM INVESTING ACTIVITIES:

5 unchanged sentences

Principal payments on long-term debt

( 86 ) ( 34 )

Net cash (used in) provided by financing activities

NET DECREASE IN CASH AND CASH EQUIVALENTS

( 937 ) ( 1,638 )

CASH AND CASH EQUIVALENTS, beginning of period

CASH AND CASH EQUIVALENTS, end of period

$ 3,423 $ 3,280

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

11 unchanged sentences

Liquidity and Going Concern

For the three months ended March 31, 2026 , we incurred a net loss of approximately $ 1.6 million and incurred negative cash flows from operations of approximately $ 0.9 million.

At March 31, 2026 , we had cash and cash equivalents of approximately $ 3.4 million and an accumulated deficit of approximately $ 457.2 million.

At March 31, 2026 , we had working capital of $ 1.7 million, a decrease of approximately $ 0.5 million from working capital at December 31, 2025.

Our current liabilities at March 31, 2026 include $ 0.9 million in convertible debt that matures over the next twelve months if not extended by one year at the holder's option in accordance with the terms of the note.

For the six months ended June 30, 2026 , we incurred a net loss of approximately $ 1.4 million and incurred negative cash flows from operations of approximately $ 1.7 million.

At June 30, 2026 , we had cash and cash equivalents of approximately $ 2.5 million and an accumulated deficit of approximately $ 457.0 million.

At June 30, 2026 , we had working capital of $ 0.8 million, a decrease of approximately $ 1.5 million from working capital at December 31, 2025.

Our current liabilities at June 30, 2026 include $ 1.1 million in convertible debt that matures over the next twelve months if not converted, extended under the terms of the note, or otherwise modified.

The timing and amount of proceeds, if any, from our patent enforcement actions are difficult to predict.

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

These circumstances raise 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 unaudited condensed consolidated financial statements.

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 unaudited condensed consolidated financial statements.

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

8 unchanged sentences

Basis of Presentation

The unaudited condensed consolidated financial statements for the three month period ended March 31, 2026 were prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10 -Q and Rule 10 - 01 of Regulation S- X.

Operating results for the three months ended March 31, 2026 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 , or future years.

The unaudited condensed consolidated financial statements for the three and six month periods ended June 30, 2026 were prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10 -Q and Rule 10 - 01 of Regulation S- X.

Operating results for the six months ended June 30, 2026 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 , or future years.

All normal and recurring adjustments which, in the opinion of management, are necessary for a fair statement of the consolidated financial condition and results of operations have been included.

2 unchanged sentences

These unaudited interim condensed consolidated financial statements should be read in conjunction with our latest Annual Report on Form 10 -K for the year ended December 31, 2025 (“ 2025 Annual Report”).

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

Accounting Policies

In November 2024, the FASB issued Accounting Standards Update (ASU) 2024 - 04, Debt - Debt with Conversion and Other Options (Subtopic 470 - 20 ) - Induced Conversions of Convertible Debt Instruments, which clarifies the assessment of whether a transaction should be accounted for as an induced conversion or an extinguishment of convertible debt when changes are made to conversion features as part of an offer to settlement the instrument.

We adopted ASU 2024 - 04 beginning January 1, 2026, however, it did not have a material impact on our unaudited condensed consolidated financial statements.

4 unchanged sentences

We recognize such payments as revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers.”

No revenue was recognized during the three months ended March 31, 2026 and 2025 .

Loss per Common 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 because their effect is anti-dilutive.

We have shares underlying outstanding options, restricted stock units ("RSUs"), warrants, and convertible notes that were excluded from the computation of diluted loss per share as their effect would have been anti-dilutive.

These anti-dilutive common share equivalents at March 31, 2026 and 2025 were as follows (in thousands):

No revenue was recognized during the six months ended June 30, 2026 and 2025 .

Earnings (Loss) per Common Share

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

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

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

The following table shows the computation of basic and diluted earnings per share for the three and six months ended June 30, 2026 and 2025 (net income and shares in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Net income (loss)

148 $ ( 1,634 ) $ ( 1,405 ) $ ( 5,433 )

Effect of dilutive securities

Net income (loss) adjusted for dilutive effect

195 ( 1,634 ) ( 1,405 ) ( 5,433 )

Weighted-average basic shares outstanding

147,741 118,797 146,268 117,322

Effect of dilutive securities

Weighted-average diluted shares

168,772 118,797 146,268 117,322

Basic earnings (loss) per share

$ 0.00 $ ( 0.01 ) $ ( 0.01 ) $ ( 0.05 )

Diluted earnings (loss) per share

$ 0.00 $ ( 0.01 ) $ ( 0.01 ) $ ( 0.05 )

Diluted earnings (loss) per common share for the three and six months ended June 30, 2026 and 2025 excludes common share equivalents that are anti-dilutive.

The anti-dilutive common share equivalents at June 30, 2026 and 2025 were as follows (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Options outstanding

1 unchanged sentence

Unvested RSUs

48 225 48 225

Warrants outstanding

2,526 4,346 2,526 4,346

Shares underlying convertible notes

3 unchanged sentences

Intangible and other assets consist of the following (in thousands):

March 31, 2026

June 30, 2026

December 31, 2025

8 unchanged sentences

Convertible Notes

For the three months ended March 31, 2026 , convertible notes with a face value of $ 0.1 million were converted, at the option of the holder, into approximately 0.8 million shares of our common stock and convertible notes with a face value of $ 0.05 million were repaid upon maturity.

For the three months ended March 31, 2025 , convertible notes with a face value of $ 0.2 million were converted, at the option of the holder, into approximately 1.3 million shares of our common stock.

Additionally, during the three months ended March 31, 2026 , we entered into exchange agreements to exchange outstanding principal and accrued interest of approximately $ 0.7 million of convertible notes for unregistered shares of our common stock (see Note 13 ).

We recognized interest expense on our convertible debt of approximately $ 0.06 million and $ 0.07 million, respectively for each of the three months ended March 31, 2026 and 2025 .

During the three months ended March 31, 2026 and 2025 , we elected to pay approximately $ 0.05 million and $ 0.06 million, respectively, of interest in shares of our common stock and issued approximately 0.2 million shares and 0.1 million shares, respectively, of our common stock as interest-in-kind payments.

Convertible notes payable at March 31, 2026 and December 31, 2025 consist of the following (in thousands):

For the six months ended June 30, 2026 , convertible notes with a face value of $ 0.1 million were converted, at the option of the holder, into approximately 0.8 million shares of our common stock and convertible notes with a face value of $ 0.05 million were repaid upon maturity.

For the six months ended June 30, 2025 , convertible notes with a face value of $ 0.4 million were converted, at the option of the holder, into approximately 2.8 million shares of our common stock, including $ 0.2 million of convertible notes held by related parties.

Additionally, during the six months ended June 30, 2026 , we entered into exchange agreements to exchange outstanding principal and accrued interest of approximately $ 0.7 million of convertible notes for unregistered shares of our common stock (see Note 13 ).

We recognized interest expense on our convertible debt of approximately $ 0.1 million for each of the six months ended June 30, 2026 and 2025 , respectively.

During each of the six months ended June 30, 2026 and 2025 , we elected to pay approximately $ 0.1 million of interest in shares of our common stock and issued approximately 0.4 million shares of our common stock as interest-in-kind payments in each period.

Convertible notes payable at June 30, 2026 and December 31, 2025 consist of the following (in thousands):

Principal Outstanding as of

24 unchanged sentences

Secured Contingent Payment Obligation

The following table provides a reconciliation of our secured contingent payment obligation, measured at estimated fair value, for the three months ended March 31, 2026 and the year ended December 31, 2025 (in thousands):

Three Months Ended March 31, 2026

The following table provides a reconciliation of our secured contingent payment obligation, measured at estimated fair value, for the six months ended June 30, 2026 and the year ended December 31, 2025 (in thousands):

Six Months Ended June 30, 2026

Year Ended December 31, 2025

5 unchanged sentences

$ 39,010 $ 39,650

Our secured contingent payment obligation consists of a secured, non-recourse note (the "Note") and a prepaid forward purchase contract (the "PPFPA") with Brickell Key Investments, LP (“Brickell”).

Our secured contingent payment obligation consists of a secured, non-recourse note (the "Note") and a prepaid forward purchase agreement (the "PPFPA") with Brickell Key Investments, LP (“Brickell”).

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.

4 unchanged sentences

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.

(b) breach of representations or covenants;

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.

3 unchanged sentences

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 11 ).

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

The underlying carrying value of the Note, which includes the Face Value plus accrued interest, was approximately $ 69.4 million and $ 67.4 million as of March 31, 2026 and December 31, 2025 , respectively.

The underlying carrying value of the Note, which includes the Face Value plus accrued interest, was approximately $ 71.5 million and $ 67.4 million as of June 30, 2026 and December 31, 2025 , respectively.

The range of potential proceeds payable to Brickell is discussed more fully in Note 11.

Unsecured Contingent Payment Obligations

The following table provides a reconciliation of our unsecured contingent payment obligations, measured at estimated fair value, for the three months ended March 31, 2026 and the year ended December 31, 2025 (in thousands):

Three Months Ended March 31, 2026 Year Ended December 31, 2025

The following table provides a reconciliation of our unsecured contingent payment obligations, measured at estimated fair value, for the six months ended June 30, 2026 and the year ended December 31, 2025 (in thousands):

Six Months Ended June 30, 2026 Year Ended December 31, 2025

Unsecured contingent payment obligations, beginning of period

5 unchanged sentences

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

The unsecured contingent payment obligations will be remeasured to fair value at each reporting period with changes recorded in the unaudited condensed consolidated statements of comprehensive loss until the contingency is resolved (see Note 11 ).

The unsecured contingent payment obligations will be remeasured to fair value at each reporting period with changes recorded in the unaudited condensed consolidated statements of comprehensive income (loss) until the contingency is resolved (see Note 11 ).

The maximum repayment obligation for our unsecured contingent payment obligations is approximately $ 10.8 million.

Fair Value Measurements

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 are recorded at face value in the unaudited condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025 .

As of March 31, 2026 and December 31, 2025 , the estimated fair value of our convertible notes was approximately $ 2.0 million and $ 2.8 million, respectively and would be categorized within Level 2 of the fair value hierarchy.

The following tables summarize the fair value of our contingent payment obligations measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 (in thousands):

Our convertible notes are recorded at face value in the unaudited condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025 .

As of June 30, 2026 and December 31, 2025 , the estimated fair value of our convertible notes was approximately $ 2.0 million and $ 2.8 million, respectively, and would be categorized within Level 2 of the fair value hierarchy.

The following tables summarize the fair value of our contingent payment obligations measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 (in thousands):

Fair Value Measurements

3 unchanged sentences

Significant Unobservable Inputs (Level 3)

March 31, 2026:

June 30, 2026:

Secured contingent payment obligation

13 unchanged sentences

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 risk-adjusted discount rates for the secured and unsecured contingent payment obligations of 17.81 % and 17.79 %, respectively, at March 31, 2026 , based on risk-free rates of 3.81 % and 3.79 %, respectively, as adjusted by 8 % for credit risk and 6 % for litigation inherent risk.

We used risk-adjusted discount rates for the secured and unsecured contingent payment obligations of 18.15 % and 18.14 %, respectively, at June 30, 2026 , based on risk-free rates of 4.15 % and 4.14 %, respectively, as adjusted by 8 % for credit risk and 6 % for litigation inherent risk.

We used risk-adjusted discount rates for the secured and unsecured contingent payment obligations of 17.55 % and 17.47 %, respectively, at December 31, 2025 , based on risk-free rates of 3.55 % and 3.47 %, respectively, as adjusted by 8 % for credit risk and 6 % for litigation inherent risk.

The following table provides quantitative information about the significant unobservable inputs used in the measurement of fair value for both the secured and unsecured contingent payment obligations at March 31, 2026 and December 31, 2025 , 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.

March 31, 2026

The following table provides quantitative information about the significant unobservable inputs used in the measurement of fair value for both the secured and unsecured contingent payment obligations at June 30, 2026 and December 31, 2025 , 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.

June 30, 2026

Secured Contingent Payment Obligation

31 unchanged sentences

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

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

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

We have a number of cases pending in the Western District of Texas.

Judge Albright, the assigned district court judge in all of our cases in Texas, has announced his intent to step down from the bench at the end of summer 2026.

As a result, the scheduled deadlines in each of our Texas cases may be impacted.

ParkerVision v.

4 unchanged sentences

In September 2024, the CAFC issued its opinion on the first appeal of pre-trial rulings in this case, ruling in our favor on all issues and remanding the case back to district court.

Upon reopening the case, the district court granted on reconsideration, a Qualcomm motion for a third claim construction briefing with respect to two previously undisputed claim terms that were critical to the September 2024 appellate court decision.

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

Upon reopening the case, the district court granted on reconsideration, Qualcomm's motion for a third claim construction briefing with respect to two previously undisputed claim terms that were critical to the September 2024 appellate court decision.

In May 2025, following briefing 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 judgement of noninfringement on our receiver claims, based on the court's 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.

The district court granted this motion in August 2025 and we immediately filed an appeal with the CAFC.

The CAFC ordered an expedited schedule and oral arguments are scheduled for June 1, 2026.

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 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.

The district court granted this motion in August 2025, and we immediately filed an appeal with the CAFC, requesting an expedited schedule.

Qualcomm filed a motion to dismiss the appeal for lack of proper jurisdiction.

The CAFC granted the expedited schedule and ordered the parties to brief the jurisdictional issue in their briefs along with the basis for the appeal.

Oral argument was held on June 1, 2026, and we are currently awaiting a decision from the CAFC.

ParkerVision v.

5 unchanged sentences

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.

Although a new trial date has not yet been determined, the parties have filed a proposed amended case schedule that includes submission of our amended expert reports by May 8, 2026, submission of MediaTek's responsive expert reports by June 5, 2026, close of expert discovery regarding the amended reports by June 19, 2026, and final deadline for all pre-trial motions of July 31, 2026.

The second MediaTek action has been stayed pending the PTAB's final written decisions on IPRs that could impact the patents in this second case.

The IPR decisions are expected in May 2026.

The third MediaTek action currently has a trial date scheduled for April 2027.

We submitted our supplemental expert reports in May 2026.

The current schedule provides for all final pre-trial motions to be submitted by October 12, 2026.

A new trial date has not yet been set, and it is expected that Judge Albright's replacement will preside over the trial given Albright's pending departure from the bench.

The second MediaTek action was stayed pending the PTAB's final written decisions on IPRs that could impact the patents in this case.

The PTAB issued an unfavorable decision in May 2026 which we appealed to the CAFC (see MediaTek v.

ParkerVision (PTAB) below).

The third MediaTek action currently has a trial date tentatively scheduled for April 2027, although we anticipate this date will be extended based on the current case status.

ParkerVision v.

7 unchanged sentences

MediaTek , the court postponed the April 27, 2026 trial date.

Although a new trial date has not yet been determined, the parties have filed a proposed amended case schedule that includes submission of our amended expert reports by May 21, 2026, submission of MediaTek's responsive expert reports by June 11, 2026, close of expert discovery regarding the amended reports by June 19, 2026, and final deadline for all pre-trial motions of July 27, 2026.

In April 2026, the court issued an order vacating all dates in this case following Judge Albright's announcement of his intent to step down from the bench.

A new judge has been assigned to this case, but no trial date or other deadlines have been set yet in this case.

ParkerVision v.

1 unchanged sentence

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.

This case was stayed in 2025 pending the PTAB's final written decisions on IPRs for the three patents in this case (see Texas Instruments and NXP v.

This case was stayed in 2025 pending the PTAB's final written decisions on IPRs for the three patents in this case.

The PTAB has issued unfavorable decisions for each of the three IPRs, and we are seeking appeal of these decisions (see Texas Instruments and NXP v.

ParkerVision (PTAB) below).

2 unchanged sentences

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.

This case was stayed in 2025 pending the PTAB's final written decision on IPRs for the three patents in this case (see Texas Instruments and NXP v.

This case was stayed in 2025 pending the PTAB's final written decisions on IPRs for the three patents in this case.

The PTAB has issued unfavorable decisions for each of the three IPRs, and we are seeking appeal of these decisions (see Texas Instruments and NXP v.

ParkerVision (PTAB) below).

ParkerVision (PTAB)

MediaTek filed a 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 the PTAB is expected to issue its decision in 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 this IPR in March 2025 and on March 31, 2026, the PTAB issued its decision, ruling that the challenged claims in this petition were unpatentable.

We have until June 1, 2026 to appeal the PTAB decision to the CAFC.

MediaTek filed a petition for IPR in May 2024 against the '686 patent, one of the patents asserted in the second MediaTek infringement action.

The PTAB instituted this IPR in November 2024, and in May 2026, the PTAB issued its final written decision determining that the challenged claims in this petition were unpatentable.

We appealed this decision to the CAFC in July 2026.

In October 2024, MediaTek filed a petition for IPR against the '593 patent, one of the patents asserted in the third MediaTek action.

The PTAB instituted this IPR in March 2025.

On March 31, 2026, the PTAB issued its decision, ruling that the challenged claims in this petition were unpatentable.

In June 2026, we filed an appeal with the CAFC with respect to this PTAB decision.

Texas Instruments and NXP v.

1 unchanged sentence

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 in December 2024, the PTAB granted a motion by NXP to join two of the IPRS that for patents asserted against NXP.

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.

All three IPRs were instituted by the PTAB in November 2024 and in December 2024, the PTAB granted a motion by NXP to join two of the IPRs for patents also asserted against NXP.

In November 2025, the PTAB issued its final written decision in one of the IPRs filed by TI, deeming the challenged claims of our '342 patent to be unpatentable.

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

Patent and Trademark Office director and that request was denied in March 2026.

We have until May 24, 2026 to appeal this PTAB decision to the CAFC.

The PTAB extended its deadlines with respect to the two joint TI/NXP IPRs until May 2026.

Patent and Trademark Office ("USPTO") director and that request was denied in March 2026.

In May 2026, we filed an appeal with the CAFC.

In May 2026, the PTAB issued its final written decisions with respect to the joint TI/NXP IPRs against our '528 and '177 patents, finding the challenged claims of each of these patents to be unpatentable.

We filed a request for review of the '528 patent decision by the USPTO director in June 2026 and filed an appeal with the CAFC with respect to the '177 patent in July 2026.

Other Patent-Related Actions

In addition to the actions discussed above, we have additional patent infringement actions against Qualcomm, Apple, Inc., LG, LG Electronics, and TCL that have been stayed pending the outcomes of other active cases.

We also have an ongoing arbitration with the law firm of Goldberg Segalla, LLP over Goldberg claims for contingency fees, disbursements and other advances.

There have been no material changes to these outstanding legal proceedings during the quarter ended March 31, 2026.

There have been no material changes to these outstanding legal proceedings during the six months ended June 30, 2026 .

Other Non-Patent Legal Actions

We are currently in arbitration proceedings with a former litigation firm, Goldberg Segalla LLP ("Goldberg") for disputed amounts due upon termination of that firm's engagement in 2021.

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

Our litigation funder, Brickell, filed a lawsuit against Goldberg for alleged amounts owed by Goldberg to Brickell under a lending agreement.

Goldberg countersued Brickell and also named our litigation counsel, Daignault Iyer ("DI") and our chief executive officer, Jeffrey Parker, alleging that the attorney contingency fees from our 2023 litigation settlement were improperly disbursed.

We have been indemnified for legal fees related to these actions.

Stock Authorization and Issuance

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Common Stock Warrants

During the three months ended March 31, 2026 , 1.8 million warrants, with a weighted average exercise price of $ 1.67 per share, expired unexercised.

As of March 31, 2026 , we had remaining outstanding warrants for the purchase of up to 2.5 million shares of our common stock with a weighted average exercise price of $ 0.60 per share and a weighted average remaining life of approximately 3.1 years.

During the six months ended June 30, 2026 , 1.8 million warrants, with a weighted average exercise price of $ 1.67 per share, expired unexercised.

As of June 30, 2026 , we had remaining outstanding warrants for the purchase of up to 2.5 million shares of our common stock with a weighted average exercise price of $ 0.60 per share and a weighted average remaining life of approximately 2.9 years.

These warrants have an estimated grant date fair value of $ 1.2 million which is included in additional paid-in capital in our unaudited condensed consolidated balance sheets.

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There has been no material change in the assumptions used to compute the fair value of our equity awards, nor in the method used to account for share-based compensation from those stated in our 2025 Annual Report.

On January 22, 2026, our compensation committee approved grants, under our 2019 Long-term Incentive Plan (the "2019 Plan"), of nonqualified performance-based stock options to the CEO, CFO, and a key employee for the purchase of an aggregate of 9.0 million shares.

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

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

During the six months ended June 30, 2026, the compensation committee of our Board of Directors (the "Committee") granted nonqualified share options under our 2019 Long-term Incentive Plan (the "2019 Plan") to executives and key employees for the purchase of up to 10.8 million shares of our common stock at an exercise price of $ 0.24 per share, including performance-based stock options awarded to the CEO, CFO, and a key employee for the purchase of up to 9.0 million shares.

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

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

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

The compensation committee also approved grants, under the 2019 Plan, of nonqualified time-based stock options to key employees, including our CFO, for the purchase of up to 1.8 million shares of our common stock at an exercise price of $ 0.24 per share.

The time-based options vest in four equal biannual installments over a two -year period beginning July 22, 2026, and expire five years from the date of grant.

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

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

For the three months ended March 31, 2026 and 2025 , we recognized share-based compensation expense of approximately $ 0.2 million and $ 0.1 million, respectively.

Share-based compensation includes expense attributable to equity-based awards to employees, directors and third parties and is included in selling, general and administrative expenses in the unaudited condensed consolidated statements of comprehensive loss.

As of March 31, 2026 , there was $ 1.6 million of total unrecognized compensation cost related to all non-vested share-based compensation awards.

The remaining awards are time-based options that vest in four equal biannual installments and have a grant date fair value of approximately $ 0.5 million that will be amortized to share-based compensation expense over the two -year vesting period.

In April 2026, the Committee also authorized the modification of an aggregate of 5.53 million fully-vested, nonqualified share options held by executives, board members, and key employees.

The options, which were awarded in August 2019, are exercisable at $ 0.171 per share and had an original expiration date of August 7, 2026.

The Committee extended the expiration date of the options by three years, or until August 7, 2029.

No other modifications were made to these awards.

We recognized a one -time, non-cash charge to share-based compensation expense of approximately $ 0.6 million, representing the incremental fair value of the options as a result of the modification, based on a Black-Scholes option pricing model.

During the six months ended June 30, 2025, the Committee authorized the modification of an aggregate of 10.65 million fully-vested, nonqualified share options held by executives and 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 three months ended June 30, 2026 and 2025 , we recognized share-based compensation expense, including expense related to the modification of awards, of approximately $ 0.7 million and $ 2.7 million, respectively.

For the six months ended June 30, 2026 and 2025 , we recognized share-based compensation expense, including expense related to the modifications of awards, of approximately $ 0.9 million and $ 2.8 million, respectively.

Share-based compensation includes expense attributable to equity-based awards to employees, directors, and third parties and is included in selling, general and administrative expenses in the unaudited condensed consolidated statements of comprehensive income (loss).

As of June 30, 2026 , there was $ 1.4 million of total unrecognized compensation cost related to all non-vested share-based compensation awards.

The cost is expected to be recognized over a weighted-average remaining life of approximately 3.5 years.

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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.

The CODM uses consolidated net income (loss), 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 three months ended March 31, 2026 and 2025 is as follows (in thousands):

Three Months Ended March 31,

Segment information for the three and six months ended June 30, 2026 and 2025 is as follows (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Licensing gross margin

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Personnel related expenses

433 417 865 829

Litigation & legal expenses

67 167 109 334

Third-party consulting expenses

37 248 112 395

Patent maintenance expenses

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Share-based compensation

720 2,651 885 2,773

In-kind interest expense

48 65 105 135

Loss on debt extinguishment

Change in fair value of contingent payment obligations

( 1,723 ) ( 2,304 ) ( 1,326 ) 157

Other segment items 1

245 359 486 738

Net income (loss)

$ 148 $ ( 1,634 ) $ ( 1,405 ) $ ( 5,433 )

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 unaudited condensed consolidated balance sheets at March 31, 2026 and December 31, 2025 .

Our segment assets represent our total assets as presented on the unaudited condensed consolidated balance sheets at June 30, 2026 and December 31, 2025 .

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

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Legal Proceedings

On April 21, 2026, the Court of Appeals for the Federal Circuit ("CAFC") has scheduled oral arguments for June 1, 2026 in our expedited appeal of the district court decision in P arkerVision v.

On June 1, 2026, oral argument was held before the Court of Appeals for the Federal Circuit ("CAFC") in P arkerVision v.

We are currently awaiting a ruling from the CAFC.

The patent infringement trials against MediaTek and Realtek, scheduled to commence in March 2026 and April 2026, respectively, were postponed by the district court pending updates to the expert reports and related briefings.

The parties have submitted proposed amended scheduling orders to the court that include submission of our revised expert reports in May 2026, submission of the defendants' responsive expert reports in June 2026, and final deadlines for all pre-trial motions by the end of July 2026.

The revised trial dates are yet to be determined, and the district court judge assigned to these cases has recently announced his intent to step down at the end of summer 2026.

We do not yet know the impact of the district court judge's retirement on the case schedules for our cases pending in the Western District of Texas.

We have submitted our supplemental expert reports to the court.

The district court judge originally assigned to these cases announced his intent to step down at the end of summer 2026.

The Realtek case has been reassigned to a new judge and we anticipate the MediaTek case, as well as our other pending Texas cases, will also be reassigned.

We do not yet have revised case schedules for these cases.

See Note 12 to our unaudited condensed consolidated financial statements for a complete update on our legal proceedings.

Debt Exchange

On March 13, 2026, we entered into exchange agreements with certain holders of our outstanding convertible promissory notes.

Pursuant to the agreements, the holders agreed to exchange the outstanding principal amount of the notes held by them, together with accrued and unpaid interest thereon through the closing date of the exchange, for shares of our common stock at an exchange price of $0.21 per share.

In connection with the exchanges we issued an aggregate of 3,277,099 shares of common stock to the holders in exchange for the cancellation of notes having an aggregate outstanding principal amount of $675,000 and accrued and unpaid interest of approximately $13,200.

Liquidity and Capital Resources

We used cash for operations of approximately $0.9 million and $1.8 for the three months ended March 31, 2026 and 2025, respectively.

The decrease in cash used for operations from 2025 to 2026 is primarily due to accrued bonuses paid in and increases in legal, accounting and other third-party professional fees for services during the three months ended March 31, 2025.

At March 31, 2026, we had cash and cash equivalents of approximately $3.4 million and an accumulated deficit of $457.2 million.

Our working capital at March 31, 2026, was $1.7 million, a decrease of approximately $0.5 million from working capital at December 31, 2025.

Our current liabilities at March 31, 2026 include $0.9 million in convertible debt that matures over the next twelve months if not extended by one year at the holder's option in accordance with the terms of the note.

We used cash for operations of approximately $1.7 million and $3.0 million for the six months ended June 30, 2026 and 2025, respectively.

The decrease in cash used for operations from 2025 to 2026 is primarily due to bonus payments in 2025 and decreases in legal, accounting and other third-party professional fees for services during the six months ended June 30, 2026.

At June 30, 2026, we had cash and cash equivalents of approximately $2.5 million and an accumulated deficit of $457.0 million.

Our working capital at June 30, 2026, was $0.8 million, a decrease of approximately $1.5 million from working capital at December 31, 2025.

Our current liabilities at June 30, 2026 include $1.1 million in convertible debt that matures over the next twelve months if not converted, extended under the terms of the note, or otherwise modified.

The timing and amount of proceeds, if any, from our patent enforcement actions are difficult to predict.

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Our convertible notes have conversion prices that are below the market price of our common stock as of March 31, 2026.

Our convertible notes have conversion prices that are near the market price of our common stock as of June 30, 2026.

We anticipate that all of our outstanding convertible notes will either (i) be converted by the holders prior to their scheduled maturity dates, or (ii) have their maturity dates automatically extended as provided under the terms of certain agreements;

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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 technologies and/or products to offset expenses and debt obligations.

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 will have a material adverse effect on our ability to meet our long-term liquidity needs and achieve our intended long-term business objectives.

Results of Operations for the Three Months Ended March 31, 2026 and 2025

Results of Operations for the Three and Six Months Ended June 30, 2026 and 2025

Revenue and Cost of Sales

We reported no licensing revenue for the three months ended March 31, 2026 and 2025.

Cost of sales for the three months ended March 31, 2026 and 2025 consists of amortization expense related to the patents covered under license agreements.

We reported no licensing revenue for the three and six months ended June 30, 2026 and 2025.

Cost of sales for the three and six months ended June 30, 2026 and 2025 consists of amortization expense related to the patents covered under license agreements.

Revenue resulting from our patent enforcement actions is highly unpredictable with respect to the amount and timing of receipt, and there can be no assurance that we will achieve our anticipated results.

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Selling, general, and administrative expenses consist primarily of personnel and related costs, including share-based compensation, outside professional fees for business consulting, legal and accounting services, litigation fees and expenses, and costs incurred for insurance.

Our selling, general and administrative expenses decreased by $0.3 million, or 22.9%, during the three months ended March 31, 2026 when compared to the same period in 2025.

This is primarily the result of a $0.3 million decrease in outside professional fees, including litigation related costs.

The decrease in outside professional fees for the three months ended March 31, 2026 is a result of decreased expenditures related to our social media and public awareness campaign, business and financial advisory services, and litigation costs related to our cert petition filed with the Supreme Court in 2025.

Our selling, general and administrative expenses decreased by $2.3 million, or 60.6%, during the three months ended June 30, 2026 when compared to the same period in 2025.

This is primarily the result of a $1.9 million decrease in total share-based compensation and a $0.3 million decrease in outside professional fees, including litigation related costs.

Our selling, general and administrative expenses decreased by $2.6 million, or 51.4%, during the six months ended June 30, 2026 when compared to the same period in 2025.

This is primarily the result of a $1.9 million decrease in total share-based compensation and a $0.8 million decrease in outside professional fees, including litigation related costs.

The decrease in share-based compensation expense for the three and six months ended June 30, 2026 is primarily the result of one-time, non-cash charges recognized upon the modifications of previously issued option awards as discussed in Note 14 in the unaudited condensed consolidated financial statements.

The decrease in outside professional fees for the three and six months ended June 30, 2026 is a result of decreased expenditures related to our social media and public awareness campaign, business and financial advisory services, and litigation costs primarily related to a petition for a writ of certiorari we filed with the Supreme Court in 2025.

Change in Fair Value of Contingent Payment Obligations

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Increases or decreases in the significant unobservable inputs could result in significant increases or decreases in fair value.

Generally, changes in fair value are a result of changes in estimated amounts and timing of projected future cash flows due to increases in funded amounts, passage of time, and changes in the probabilities based on the status of the funded actions.

For the three months ended March 31, 2026 and 2025, we recorded aggregate increases in the fair value of our secured and unsecured contingent payment obligations of approximately $0.4 million and $2.5 million, respectively.

The changes in fair value for the three months ended March 31, 2026 and 2025 were primarily the result of changes in the estimated amount and timing of projected future cash outflows due to changes in the status of our patent infringement cases, increases in accrued interest on our secured contingent payment obligation, and changes in the risk-free rates of return used in the calculation of present value.

The changes in fair value for the three and six months ended June 30, 2026 were primarily the result of changes in the estimated amount and timing of projected future cash outflows due to changes in the status of our patent infringement cases, increases in accrued interest on our secured contingent payment obligation, and changes in the risk-free rates of return used in the calculation of present value.

Off-Balance Sheet Transactions, Arrangements and Other Relationships

As of March 31, 2026, we had remaining outstanding warrants for the purchase of up to 2.5 million shares of our common stock with a weighted average exercise price of $0.60 per share and a weighted average remaining life of approximately 3.1 years.

As of June 30, 2026, we had remaining outstanding warrants for the purchase of up to 2.5 million shares of our common stock with a weighted average exercise price of $0.60 per share and a weighted average remaining life of approximately 2.9 years.

These warrants have an estimated grant date fair value of $1.2 million which is included in additional paid-in capital in our unaudited condensed consolidated balance sheets.

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

What changed 10-Q

Item 1. Financial Statements