INSG 10-K & 10-Q changes, risk factors and insider trading

•We depend upon two customers for a substantial portion of our revenues, and our business would be negatively affected by an adverse change in our dealingsbusiness with either of these customers.

•If customers do not adopt and/or renew our software,software services, we may not be able to monetize these software assets and realize a key part of our growth and profitability strategy.

•We are required to comply with certain financial and other covenants under the terms of our 2029 Senior Secured Notes and our Working Capital Facility (as defined below) and, if we fail to meet those financial or other covenants or otherwise suffer a default thereunder, our lenders may accelerate the payment of such obligations.

•Our ability to use our net operating loss carryforwards and certain other tax attributes may be limitedlimited.

•Future issuances of common stock upon exercise of warrants or pursuant to employee equity awards, or settlements of any conversion obligations with respect to the 2025 Convertible Notes, as defined below,awards may result in dilution to existing stockholders, lower prevailing market prices for our common stock or require a significant cash outlay.

We depend upon two customers for a substantial portion of our revenues, and our business would be negatively affected by an adverse change in our dealingsbusiness with either of these customers.

Sales to Verizon Wireless and T-Mobile collectively accounted for 76%89% and 69%76% of our consolidated revenues for the years ended December 31, 20242025 and 2023,2024, respectively. Revenues from T-Mobile generated through our wireless subscriber lifecycle management solution (Inseego Subscribe) makes up a substantial majority of our Software Services and Other revenue. While we have accelerated our engagements with prospective new customers and continue to focus on growing revenue in other parts of our business, we expect that Verizon Wireless and T-Mobile will continue to account for a substantial portion of our revenues, and any impairment of our relationship or reduction in our services with Verizon Wireless or T-Mobile would adversely affect our business and financial position. Additionally, any change in the forecasted or actual product sell-through of Verizon Wireless or T-Mobile could have a detrimental impact on our revenue, bottom line and cash position.

We generally seek to sell our software services and enterprise solutions pursuant to customer agreements with multi-year terms and subscriptions. However, our customers have no obligation to renew these agreements after their initial terms expire. We also actively seek to sell additional solutions to our existing customers. If our efforts to satisfy our existing customers are not successful, we may not be able to retain them or sell additional functionality to them and, as a result, our revenue and ability to grow could be adversely affected. Customers may choose not to renew their subscriptions for many reasons, including the belief that our service is not required for their business needs or is otherwise not cost-effective, a desire to reduce discretionary spending, or a belief that our competitors’ services provide better value. Additionally, our customers may not renew for reasons entirely out of our control, such as the dissolution of their business or an economic downturn in their industry. A significant increase in our churn rate would have an adverse effect on our business, financial condition, and operating results.

If customers do not adopt and/or renew our software,software services, we may not be able to monetize these software assets and realize a key part of our growth and profitability strategy.

•Mobile broadband – Companies such as Netgear, Franklin Wireless, TCLTCL, ZTE, Orbic, and ZTESonim

•Fixed wireless access – Companies such as Nokia, Cradlepoint,Ericsson Wireless Solutions, ZTE, HuaweiPeplink, Teltonika and Cisco We expect our competitors to continue to improve the features and performance of their current products and to introduce new products, services and technologies which, if successful, could reduce our sales and the market acceptance of our products, generate increased price competition and make our products obsolete. For our products to remain competitive, we must, among other things, continue to invest significant resources (financial, human and otherwise) in, among other things, research and development, sales and marketing, and customer support. We cannot be sure that we will have or will continue to have sufficient resources to make these investments or that we will be able to make the technological advances in the marketplace, meet changing customer requirements, achieve market acceptance and respond to our competitors’ products.

We currently outsource the manufacturing of many of our products to companies including Foxconn,Foxconn and Inventec Appliances Corporation and AsiaTelco Technologies Co.Corporation. If one of these third-party manufacturers were to experience delays, disruptions, capacity constraints or quality control problems in its manufacturing operations, product shipments to our customers could be delayed or rejected or our customers could consequently elect to change product demand or cancel the underlying subscription or service. These disruptions would negatively impact our revenues, competitive position and reputation. Further, if we are unable to manage successfully our relationship with a manufacturer, the quality and availability of products used in our services and solutions may be harmed. None of our third-party manufacturers are obligated to supply us with a specific quantity of products, except as may be provided in a particular purchase order that we have submitted to, and that has been accepted by, such third-party manufacturer. Our third-party manufacturers could, under some circumstances, decline to accept new purchase orders from us or otherwise reduce their business with us. If a manufacturer stopped manufacturing our products for any reason or reduced manufacturing capacity, we may be unable to replace the lost manufacturing capacity on a timely and comparatively cost-effective basis, which would adversely impact our operations. In addition, we generally do not enter into long-term contracts with our manufacturers. As a result, we are subject to price increases due to availability, and subsequent price volatility, in the marketplace of the components and materials needed to manufacture our products. If a third-party manufacturer were to negatively change the product pricing and other terms under which it agrees to manufacture for us and we were unable to locate a suitable alternative manufacturer, our manufacturing costs could increase.

Our services use hardware and software from various third parties, some of which are procured from single suppliers. For example our MiFi mobile hotspots and fixed wireless access devices rely substantially on chipsets from Qualcomm. From time to time, certain components used in our products or solutions have been in short supply or their anticipated commercial introduction has been delayed or their availability has been interrupted for reasons outside our control. As an example, there is currently a worldwide shortage of memory chips, which could impact our operations if we are unable to secure adequate supply of memory chips for our products. In addition our financial results could be impacted if we obtain memory chips at inflated prices and are unable to pass on these price increases to our customers. If there is a shortage or interruption in the availability to us of any such components and we cannot timely obtain a commercially and technologically suitable substitute or make sufficient and timely design or other modifications to permit the use of such a substitute component, we may not be able to timely deliver sufficient quantities of our products or solutions to satisfy our contractual obligations and may not be able to meet particular revenue expectations. Moreover, even if we timely locate a substitute part or product, but its price materially exceeds the original cost of the component or product, then our results of operations could be adversely affected.

As of December 31, 2024,2025, we had outstanding indebtedness of approximately $55.8 million, including $40.9 million in outstanding principal amount of our 9.0% senior secured notes due in 2029 (the “2029 Senior Secured Notes”). andOn $14.9January 14, 2026 we issued an additional $8.0 million in outstanding principal amount of ourthe 3.25%2029 convertibleSenior seniorSecured notes dueNotes in 2025connection (with the “2025repurchase Convertibleof Notes”).our Preferred Stock. The 2029 Senior Secured Notes have a maturity date of May 1, 2029, and the 2025 Convertible Notes have a maturity date of May 1, 2025.2029.

We are required to comply with certain financial and other covenants under the terms of our 2029 Senior Secured Notes and our Working Capital Facility and, if we fail to meet those financial or other covenants or otherwise suffer a default thereunder, our lenders may accelerate the payment of such obligations.

The Indenture that sets forth the terms of the 2029 Senior Secured Notes (the “2029 Senior Secured Notes Indenture”) containsand the credit agreement that sets forth the terms of the Working Capital Facility (the “Working Capital Facility Agreement”) contain various covenants which put certain restrictions on our ability to incur liens, sell or transfer assets, incur other indebtedness, pay dividends, make investments, enter into transactions with affiliates, make other distributions or payments on account of any redemption, retirement or purchase of any capital stock or pay certain other indebtedness. The restrictions in the 2029 Senior Secured Notes Indenture and the Working Capital Facility impose operating and financial restrictions on us and may limit our ability to compete effectively, take advantage of new business opportunities or take other actions that may be in our, or our stockholders’, best interests. Further, various risks and uncertainties may impact our ability to comply with our obligations under the 2029 Senior Secured Notes Indenture.Indenture and the Working Capital Facility Agreement. Our obligations under the 2029 Senior Secured Notes and the Working Capital Facility are secured by a continuing security interest in all property (other than certain excluded collateral) of the Company and each of the obligors or borrower parties.parties thereunder, respectively.

Our inability to comply with any of the provisions of the 2029 Senior Secured Notes Indenture or the Working Capital Facility Agreement could result in a default under it.such applicable agreement. If such a default occurs, the lendersnoteholders or the lenders, as applicable may elect to demand payment in full of all or any portion of our obligations under the 2029 Senior Secured Notes or the Working Capital Facility, as applicable and, among other remedies, foreclose on our assets. The occurrence of any of these events could have a material adverse effect on our business, financial condition, results of operations and liquidity.

There is currently significant uncertainty about the future relationship between the United States and various other countries, most significantly China, with respect to trade policies, treaties, tariffs and taxes. Recent U.S. administrations have have implemented substantial changes to U.S. foreign trade policy with respect to China and other countries, including significant new and increased tariffs on goods imported into the United States. The current U.S. administration has announced increased tariffs and may put additional tariffs in place in the future. Our business may also be affected by tariffs set by countries into which we sell our products, whether as a response to U.S. foreign trade policy or otherwise. In addition, changes in international trade agreements, regulations, restrictions and tariffs, including new tariffs, may increase our operating costs, reduce our margins and make it more difficult for us to compete in the U.S. and overseas markets, and our business, financial condition and results of operations could be adversely impacted.

At December 31, 2024,2025, the Company had U.S. federal net operating loss carryforwards (“NOLs”) related to tax years 2025 and 2022 and prior of approximately $355.4$374.0 million. Approximately $107.2$119.6 million of these NOLs have no expiration date. The remainder will begin to expire in 2030, unless previously utilized. Some of these NOLs may be limited by either past or future changes in control events. The Company has California NOLs at December 31, 20242025 of approximately $64.4$64.8 million, which begin to expire in 2031, unless previously utilized, and no foreign NOLs for its active foreign subsidiaries .subsidiaries. At December 31, 2024,2025, the Company had federal research and development tax credit carryforwards, net of unrecognized tax benefits, of approximately $11.4$11.7 million, which begin to expire in 2026, unless previously utilized, and California research and development tax credit carryforwards, net of unrecognized tax benefits, of approximately $11.4$11.9 million, which have no expiration date. It is possible that we will not generate taxable income in time to use these NOLs before their expiration and additional NOLs will expire unused.

Under legislative changes made in December 2017, as modified by federal tax law changes enacted in March 2020, U.S. federal net operating losses incurred in tax years beginning after December 31, 2017 and in future years may be carried forward indefinitely, but, for tax years beginning after December 31, 2020, the deductibility of such net operating losses is limited. Also, certain states have begun to limit the utilization of NOLs. In addition, the federal and state net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, or the Code, respectively, and similar provisions of state law. Under those sections of the Code, if a corporation undergoes an "ownership change," the corporation's ability to use its pre-change net operating loss carryforwards and other pre-change attributes, such as research tax credits, to offset its post-change income or tax may be limited. In general, an "ownership change" will occur if there is a cumulative change in our ownership by "5-percent shareholders" that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. We have completed a Section 382 review and have determined that none of the operating losses will expire solely due to Section 382 limitation(s). However, we may experience ownership changes in the future as a result of future shifts in our stock ownership, some of which may be outside of our control. If an ownership change occurs and our ability to use our net operating loss carryforwards and tax credits is materially limited, it would harm our business by effectively increasing our future tax obligations.

Future issuances of common stock upon exercise of our outstanding warrants or pursuant to employee equity awards, or settlements of any conversion obligations with respect to the 2025 Convertible Notes,awards may result in dilution to existing stockholders, lower prevailing market prices for our common stock or require a significant cash outlay.

As of December 31, 2024,2025, we had approximately 3.02.9 million outstanding warrants which are currently exercisable at the option of the holders, at exercise prices ranging from $11.03$11.27 to $15.77 per share. We also have granted equity awards to our executive officers and certain employees,employees. includingAs inof connectionDecember 31, 2025 there were 1,517,039 stock options outstanding, with oura recentweighted appointmentaverage exercise price of a$16.70, newand Chief1,846,156 Executivenon-vested Officer.restricted stock units.

Certain provisions in the 2029 Senior Secured Notes Indenture and/or the indenture governing the 2025 Convertible Notes (as amended or supplemented, the “Indenture”) could delay or prevent an otherwise beneficial takeover or takeover attempt of us.

Certain provisions in the 2029 Senior Secured Notes Indenture and or in the Indenture could make it more difficult or more expensive for a third party to acquire us and could delay or prevent an otherwise beneficial takeover or takeover attempt. For example, if a takeover would constitute a fundamental change (as defined in the 2029 Senior Secured Notes Indenture and/or the Indenture), holders of the 2029 Senior Secured Notes and/or the 2025 Convertible Notes will have the right to require us to repurchase their notes in cash. As a result, our obligations under the 2029 Senior Secured Notes and/or the 2025 Convertible Notes and the related indentures could increase the cost of acquiring us or otherwise discourage a third party from acquiring us.

Inseego Corp. is a leader in the design and development of cloud-managed wireless wide area network (“WAN”) and intelligent edge solutions. Our 5G WAN portfolio is comprised of secure and high-performance mobile broadband and fixed wireless access (“FWA”) solutions with associated cloud solutions for real time WAN visibility, monitoring, automation and control with centralized orchestration of network functions. These devices are specifically built for the carrier, enterprise and small and medium business (“SMB”) market segments with a focus on performance, scalability, quality and enterprise grade security. We also provide a wirelessCommunication Service Provider (“CSP”) subscriber lifecycle management SaaS solution for carrier’scarriers’ management of their government and complex enterprise customer subscriptions.

Our 5G products and associated cloud solutions are designed and developed in the U.S. and are used in mission-criticalnetworks applicationswhere requiringinternet reliability and security is of the highestutmost levels of security and zero unscheduled downtime.importance. These products support applications such as business broadband for both mobile and fixed use cases, enterprise networking and software-defined wide area network (“SD-WAN”) failover management.

We operate as one business segment. As of December 31, 2024, the Company’s Chief Operating Decision Maker (“CODM”) was its Executive Chairman. The Company’s Executive Chairman left the Company in February 2025, at which point,point the Company’s CODM became its Chief Executive Officer.Officer (“CEO”). Neither of these CODMs manage any part of the Company separately, and the allocation of resources and assessment of performance is based solely on the Company’s consolidated operations and financial results. As such, our operations constitute a single operating segment and one reportable segment.

Revenues. We classify our revenues from the sale of our products and services into two categories: Product Revenue, which consists of our Mobile Solutions and Fixed Wireless Access Solutions, and Software Services and Other. A description of each of the current revenue classifications is as follows:

Mobile solutions: Our mobile broadband devices, sold under the MiFi brand, are actively used by millions of end users to provide secure and convenient high-speed access to corporate, public and personal information through the Internet and enterprise networks. Our mobile portfolio is supported by our cloud offering, Inseego Connect for device management, whose revenues are included in Software Services and Other below. Our Mobile Solutions customer base is primarily comprised of mobile operators. These mobile operators include T-Mobile, Verizon Wireless, T-Mobile and U.S. CellularAT&T in the United States, Rogers and Telus in Canada, and various companies in other vertical markets.

Fixed wireless access solutions: Our fixed wireless access solutions are deployed by enterprise and SMB customers for their distributed sites and employees as a fully secure and corporate managed wireless WWAN solution. The portfolio consists of indoor, outdoor and industrial routers and gateways supported by our cloud offering – Inseego Connect – for device management. Revenues related to our cloud offerings of Inseego Connect are included within Software Services and Other below. These devices, sold under the Wavemaker brands,brand, are sold by mobile operators such as T-Mobile, U.S.Verizon CellularWireless, and Verizon WirelessAT&T along with distribution and channel partners.

Software Services and Other: A substantial majority of our Servicessoftware services and Otherother revenue comes from providing a SaaS CSP wireless subscriber lifecycle management solution (“Inseego Subscribe”) for carrier’s management of their government and complex enterprise customer subscriptions. ServicesSoftware services and Otherother revenue also includes the Company’s above mentioned Inseego Connect offering. We also categorize non-recurring engineering services we provide to our customers as Servicesoftware services and Otherother revenue.

Cost of Revenues. Cost of revenues includes all costs associated with our contract manufacturers, distribution, fulfillment and repair services, delivery of SaaS services, warranty costs, royalties, operations overhead, costs associated with cancellation of purchase orders and costs related to outside services. Also included in cost of revenues are costs related to inventory adjustments, as well as any write downs for excess and obsolete inventory and abandonedprovisions productfor lines.contract manufacturer liabilities. Inventory adjustments are impacted primarily by demand for our products, which is influenced by the factors discussed above.

Research and development is at the core of our ability to produce innovative, leading-edge products. These expenses consist primarily of the cost of internal and third-party engineers and technicians who design and test our highly complex products, the procurementcost of testing and certification services, including prototypes, and other necessary expenditures.

Sales and marketing expenses consist primarily of our sales force and product-marketing professionals. In order to maintain strong sales relationships, we provide co-marketing, trade show support and product training. We are also engaged in a wide variety of marketing activities, such as awareness and lead generation programs as well as product marketing. Other marketing initiatives include public relations, seminars and co-branding with partners.

General and administrative expenses include primarily corporate functions such as accounting, human resources, legal, administrative support, information technology, and professional fees. This category also includes the expenses needed to operate as a publicly traded company, including compliance with the Sarbanes-Oxley Act of 2002, as amended, SEC filings, stock exchange fees and investor relations expense. Although general and administrative expenses are not directly related to revenue levels, certain expenses such as legal expenses and provisions for bad debts may cause significant volatility in future general and administrative expenses.

Depreciation and amortization expenses. Our depreciation and amortization expenses primarily include amortization of capitalized software projects, depreciation on our property, plant, and equipment, amortization of capitalized software projects, and amortization of intangibles purchased through acquisitions.

Impairment of capitalized software. Impairment expenses can be recorded on capitalized balances related to software intended for internal use and externalon use.software intended to be sold. Impairments of capitalized software intended for internal use are recorded when the carrying value of the asset group to which the software belongs is not recoverable and exceeds its fair value. Impairments of capitalized software intended forto externalbe usesold are recorded when the net realizable value of the asset falls below its carrying value.

Operating Results. Our results are affected by numerous macroeconomic factors including inflation, consumer spending confidenceconfidence, component costs and global supply chains. The existence of inflation in the U.S. and global economy has resulted in, and may continue to result in, higher interest rates and capital costs, increased costs of labor, fluctuating exchange rates and other similar effects. If the inflation rate continues to increase,increases, it could affect our expenses, especially employee compensation expense. Inflation and related increases in interest rates could also increase our customers' operating costs, which could result in reduced operating budgets. To the extent our products are perceived by customers and potential customers as discretionary, our revenue may be disproportionately affected by delays or reductions in general information technology spending. Such delays or reductions in technology spending are often associated with enhanced budget scrutiny by our customers including additional levels of approvals, cloud optimization efforts and additional time to evaluate and test our products, which can lead to long and unpredictable sales cycles. Such increases have, and may continue to have, a negative impact on the Company’s revenue and profit margins, if the selling prices of products do not increase with the increased costs. Recently, a worldwide shortage of memory chips has occurred, which could impact our operations if we are unable to secure adequate supply of memory chips for our products. In addition our operating results could be impacted if we obtain memory chips at inflated prices and are unable to pass on these price increases to our customers

Revenues. Revenues for the year ended December 31, 20242025 were $191.2$166.2 million, ana increasedecrease of $24.0$25.1 million, or 14.3%,13.1%, compared to the same period in 2023.2024.

Fixed wireless accessMobile solutions. The $7.3$31.0 million decrease in Fixed wireless accessmobile solutions revenues is primarily due to decreased sales with one of our carrier partners,partners partiallydue offsetto bysignificant increasedpromotional salesactivity fromin ourthe channelprior program.period.

ServicesSoftware services and other. The $12.8$3.8 million increase in Servicessoftware services and other revenues is primarily due to increased Inseego Subscribe revenues related to the terms of a two-year service contract renewal with a major customer that commencedwas executed in April 2024.2024 and subsequently extended through July 2026.

Product. The $11.8$25.9 million decrease in Productproduct cost of revenues is primarily due to significant inventory reserves and related charges that were recorded in 2023, described further below, partially offset by the impact of increaseddecreased product revenues.

ServicesSoftware services and other. The $2.7$1.4 million increasedecrease in Servicessoftware services and other cost of revenues is primarily due to increaseddecreased outside service costs related to Inseego Subscribe revenues, decreased annual incentive bonus accruals, and decreased non-recurring engineering revenues and the related increase in costs incurredof toperforming provide thesethose services.

Gross profit. Gross profit for the year ended December 31, 20242025 was $71.0 million, or a gross margin of 42.7%, compared to $68.8 million, or a gross margin of 36.0%, compared to $35.8 million, or a gross margin of 21.4%, for the same period in 2023.2024. The increase in both gross profit is primarily due to higher revenues in 2024 and significant inventory reserves that were recorded in 2023. The increase in gross profit margin is primarily due to the inventory reserves recorded in 2023 and a larger proportion ofincreased higher margin Inseego Subscribe service revenuesand fixed wireless access solutions product revenues, both in total and as a percentage of total revenuesrevenues, andpartially increasedoffset marginsby ondecreased themobile Company’ssolutions premiumproduct 5G MiFi offerings in 2024 in comparison to the lower margin products offered in the prior year.revenues.

Research and development expenses. Research and development expenses for the year ended December 31, 20242025 were $20.6$19.8 million, or 10.8%11.9% of revenues, compared to $19.7$20.6 million, or 11.8%10.8% of revenues, for the same period in 2023.2024. The increasedecrease in research and development expenses was primarily due to fewermore research and development projects that were capitalizable during the year ended December 31, 2024,2025, which resulted in a higher percentage ofless research and development costs being recorded as operating expensesexpenses, and increaseddecreased annual incentive bonus accruals for 2024 performance that were not accrued or paid for in 2023,accruals, partially offset by lower personnel-related costs as a result of a decrease in overall research and development headcount and a decrease in consulting andincreased outside services incosts relationand prototype and certification costs related to costthe reductionCompany’s efforts.increased development efforts for its next line of products.

Sales and marketing expenses. Sales and marketing expenses for the year ended December 31, 20242025 were $16.0$17.4 million, or 8.3%10.5% of revenues, compared to $16.6$16.0 million, or 9.9%8.3% of revenues, for the same period in 2023.2024. The decreaseincrease in sales and marketing expenses was primarily due to lowerincreased sales personnel-related compensation costs as a result of an increase in overall sales headcount, partially offset by higherdecreased commissionsales expensescommissions as a result of higherlower revenues.sales and decreased annual incentive bonus accruals.

General and administrative expenses. General and administrative expenses for the year ended December 31, 20242025 were $17.2$20.8 million, or 9.0%12.5% of revenues, compared to $15.9$17.2 million, or 9.5%9.0% of revenues, for the same period in 2023.2024. The increase in general and administrative expense was primarily due to an increase in legalshare-based andcompensation consulting expensesexpense related to ourawards capitalissued structureto managementthe efforts,Company’s asCEO wellwho aswas hired in January 2025, partially offset by decreased annual incentive bonus accruals for 2024 performance that were not accrued or paid for in 2023, partially offset byand a decreasegain inon share-basedearly compensationlease expensetermination andrecorded temporaryduring employment costs as part of cost reduction efforts.2025.

Depreciation and amortization expenses. Depreciation and amortization expenses for the yearsyear ended December 31, 20242025 was $12.4$8.3 million, or 6.5%5.0% of revenues, compared to $18.4$12.4 million, or 11.0%6.5% of revenues, for the same period in 2023.2024. The decrease in depreciation and amortization expenses was primarily due to lowerthe balancescapitalized costs on the Company’s next generation of software intended for sale being capitalized softwarebut projectsnot and property, plant and equipmentamortizable during all or most of the year ended December 31, 20242025 compared toand the sameending periodof inthe 2023.useful life of certain amortizable purchased intangibles.

Loss on extinguishment of revolving credit facility The $0.8 million loss on extinguishment of revolving credit facility for the year ended December 31, 2024 relates to the voluntary early termination of the Company’s Prior Credit Facility (as defined in Note 6 – Debt in the accompanying condensed consolidated financial statements) in April 2024.

Income (Lossloss) from discontinued operations, net of tax Income (Loss) from discontinued operations, net of tax for the years ended December 31, 20242025 and 20232024 was $18.9$(0.4) million and $(1.2)$18.9 million, respectively. The increasechange wasin primarilyincome (loss) from discontinued operations is due to the gain on sale recorded upon completion of the divestiture of the Telematics businessBusiness in November 2024.

Preferred stock dividends. During the years ended December 31, 20242025 and 2023,2024, we recorded dividends of $3.3$3.6 million and $3.0$3.3 million, respectively, on our Preferred Stock. As mentioned in Part I Item 1 above, in January 2026, all of the outstanding shares of Preferred Stock were exchanged by the Holder for a combination of cash, common stock, and an additional principal amount of the Company’s existing 2029 Senior Secured Notes.

While the Company’s liquidity and financial results have had several positive developments recently,in as2024 notedand above,2025, the Company has a history of operating and net losses and overall usage of cash from operating and investing activities. The Company’s ability to maintain profitable operations and continue to generate positive cash flows is dependent upon achieving a level and mix of revenues adequate to support its evolving cost structure. In order to effect the restructuring or refinancing of the Company’s obligations, or ifIf events or circumstances occur such that the Company does not meet its operating plan as expected, or if the Company becomes obligated to pay unforeseen expenditures, the Company may be required to raise capital, reduce planned research and development activities, incur additional restructuring charges or reduce other operating expenses and capital expenditures, which could have an adverse impact on the Company’s ability to achieve its intended business objectives.

Our liquidity could be compromised if there is any interruption in our business operations, a material failure to satisfy our contractual commitments, retentiona offailure to retain our key existing customers or a failure to generate revenue from new or existing products. If additional funds are raised by the issuance of equity securities, or in connection with any additional debt restructurings or refinancing, Company’s stockholders could experience significant dilution of their ownership interests and securities issued may have rights senior to those of the holders of the Company’s common stock.

Net cash provided by operating activities for the year ended December 31, 20232025 is comprised of cash flows from continuing operations of $3.8$8.1 million and cash flowsoutflows from discontinued operations of $2.2$0.9 million. The cash inflows from continuing operations were primarily related to net cash provided by working capital of $8.7 million, partially offset by a net lossincome from continuing operations of $45.0$1.2 million that was offset byand non-cash charges, including depreciation and amortization of $18.7$8.4 million, excessmillion and obsolete inventory provisions of $9.5 million, share-based compensation expense of $7.0$7.4 million, amortizationpartially offset by net cash used for working capital of debt discount and issuance costs of $2.0 million, write-offs of capitalized inventory fees of $1.3 million, and capitalized software impairments of $1.1$7.4 million.

• the announcement and/or consummation of the acquisition disrupting Inseego’s current plans or operations;

•our ability to compete in the market for wireless broadband data access products,and wireless modem products, and telematics products and services;

On April 30, 2026, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Nokia Solutions and Networks Oy (“Nokia”), pursuant to which Inseego has agreed to purchase substantially all of the assets (the “Purchased Assets”) comprising Nokia’s fixed wireless access business (the “Nokia FWA Business”). Under the Purchase Agreement and subject to the terms and conditions set forth therein, at the closing (the “Closing”) of the transactions contemplated by the Purchase Agreement (collectively, the “Transaction”), Inseego will purchase the Purchased Assets from Nokia for a purchase price consisting of (i) 1,163,693 shares (the “Shares”) of Inseego’s common stock (“Common Stock”), (ii) warrants to purchase an aggregate of 521,139 shares of Common Stock, at an exercise price of $12.89 per share and (iii) the assumption of certain liabilities relating to the Nokia FWA Business (the “Transaction”).Business. The warrants will be exercisable for a period of four years following the Closing and will be exercisable on a cash basis.

Mobile Solutions: Our mobile broadband devices, sold under the MiFi brand, are actively used by millions of end users to provide secure and convenient high-speed access to corporate, public and personal information through the Internet and enterprise networks. Our mobile portfolio is supported by our cloud offering, Inseego Connect for device management, whose revenues are included in Software Services and Other below. Our Mobile Solutions customer base is primarily comprised of mobile operators. These mobile operators include T-Mobile, Verizon Wireless, and AT&T in the United States, Rogers and Telus in Canada, and various companies in other vertical markets Fixed Wireless Access Solutions: Our fixed wireless access solutions are deployed by enterprise and SMB customers for their distributed sites and employees as a fully secure and corporate managed wireless WWAN solution. The portfolio consists of indoor, outdoor and industrial routers and gateways supported by our cloud offering – Inseego Connect – for device management. Revenues related to our cloud offerings of Inseego Connect are included within Software Services and Other below. These devices, sold under the Wavemaker and Skyus brands, are sold by mobile operators such as T-Mobile, Verizon Wireless, and AT&T along with distribution and channel partners.

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

Revenues. Revenues for the three months ended MarchJune 31,30, 2026 were $34.3$44.0 million, compared to $31.7$40.2 million for the same period in 2025.

Software services and other. The $0.4$0.3 million increase in software services and other revenues is primarily due to increased revenue from Inseego Connect.Connect, primarily on our fixed wireless access devices.

Cost of revenues. Cost of revenues for the three months ended MarchJune 31,30, 2026 was $17.7$29.1 million, or 51.7%66.2% of revenues, compared to $16.7$23.7 million, or 52.7%58.9% of revenues, for the same period in 2025.

Product. The $1.0$5.4 million increase in product cost of revenues is primarily due to increased product revenues.revenues, increased component costs, specifically memory costs, and lower margin on the current year’s generation of products in comparison to the prior year period.

Gross profit. Gross profit for the three months ended MarchJune 31,30, 2026 was $16.6$14.8 million, or a gross margin of 48.3%,33.8%, compared to $15.0$16.5 million, or a gross margin of 47.3%,41.1%, for the same period in 2025. The increasedecrease in both gross profit and gross margin is primarily due to an increased proportionproduct component costs, specifically memory costs, and lower margin on the current year’s generation of higher margin servicemobile and FWAfixed revenueswireless asaccess aproducts percentagein ofcomparison totalto revenues.the prior year.

Research and development expenses. Research and development expenses for the three months ended MarchJune 31,30, 2026 were $5.8$5.3 million, or 16.9%12.1% of revenues, compared to $4.5$4.8 million, or 14.3%12.0% of revenues, for the same period in 2025. The increase in research and development expenses was primarily due to increased compensation costs due to increased headcount and increased outside services costs related to the Company’s increased development efforts for its next line of products.products, partially offset by decreased annual incentive bonus accruals.

Sales and marketing expenses. Sales and marketing expenses for the three months ended MarchJune 31,30, 2026 were $5.6$6.4 million, or 16.4%14.6% of revenues, compared to $3.9$4.0 million, or 12.4%9.8% of revenues, for the same period in 2025. The increase in sales and marketing expenses was primarily due to increased marketing spend on demo units, increased compensation costs due to increased headcount andheadcount, increased share-based compensation expense related to equity awards granted in late 2025.2025, and increased commissions expense related to higher sales during the period, partially offset by decreased annual incentive bonus accruals.

General and administrative expenses. General and administrative expenses for the three months ended MarchJune 31,30, 2026 were $6.9$7.8 million, or 20.2%17.6% of revenues, compared to $4.5$4.7 million, or 14.2%11.7% of revenues, for the same period in 2025. The increase in general and administrative expense was primarily due to non-recurring transaction costs related to the Preferred Stock Exchange Agreement and Purchase Agreement for Nokia’s FWA business and increased share-based compensation expense related to equity awards granted in late 2025.2025, partially offset by decreased annual incentive bonus accruals.

Depreciation and amortization expenses. Depreciation and amortization expenses for the three months ended MarchJune 31,30, 2026 were $1.8$2.2 million, or 5.2%5.1% of revenues, compared to $2.1$1.8 million, or 6.5%4.4% of revenues, for the same period in 2025. The decreaseincrease in depreciation and amortization expenses was primarily due tohigher capitalized costssoftware onbalances variousbeing amortized in the current period related to significant development projectsefforts being capitalized during three months ended March 31, 2026 but not amortizable until future quarters when they gorelating to marketour current generation of mobile and thefixed endingwireless products, as well as efforts related to further development of usefulour lifesoftware of certain amortizable purchased intangibles.services.

Impairment of capitalized software. For the three months ended MarchJune 31,30, 2026 and 2025, we recorded impairments of $0.0$0.3 million and $0.4$0.0 million, respectively.

Interest expense. The changeincrease in interest expense is primarily due to the offsetting impacts of the $8.0 million increase in 2029 Senior Secured Notes principal duringin the three months ended March 31,January 2026 as part of the Preferred Stock Exchange Agreement and drawn balances on the Working Capital Facility that was executed in August 2025, partially offset by the repayment of the 2025 Convertible Notes in May 2025.

Other income (expense), net. Other income (expense), net for the three months ended MarchJune 31,30, 2026 and 2025 was less than $0.1 million and $0.3$0.2 million, respectively. The decrease in other income, net was primarily due to lower interest bearing cash balances in the current quarter.

Income tax provision (benefit). Income tax provision (benefit) was less than $0.1 million for both the three months ended MarchJune 31,30, 2026 and 2025.

Preferred stock dividends. During the three months ended MarchJune 31,30, 2025, we recorded dividends of $0.9 million. There were no preferred stock dividends during the three months ended MarchJune 31,30, 2026 as all outstanding preferred stock was surrendered and forfeited by the Preferred Stock Holder as part of the Preferred Stock Exchange Agreement on January 14, 2026.

As of MarchJune 31,30, 2026, the Company had available cash and cash equivalents totaling $19.3$1.9 million and maintained positive working capital of $1.1$3.8 million. The Company had positivenegative cash flows from operations of $1.7$22.1 million for the threesix months ended MarchJune 31,30, 2026.

On August 5, 2025, the Company entered into a Credit and Security Agreement (the “Working Capital Facility Agreement”) with BMO Bank N.A. (“BMO”) that provides up to a maximum $15.0 million secured asset-backed revolving credit facility (the “Working Capital Facility”). On May 22, 2026, the Company amended the Working Capital Facility Agreement to increase the maximum borrowing capacity to $20.0 million. The facility matures on August 5, 2028 and contains certain financial and non-financial covenants. The Company was in compliance with all covenants under the Working Capital Facility Agreement as of MarchJune 31,30, 2026.

Obligations under the Working Capital Facility are secured by a continuing security interest in substantially all property of Inseego Corp. and certain of its subsidiaries, subject to customary exclusions. Availability under the Working Capital Facility is determined monthly as the excess of a borrowing base (“Borrowing Base”), comprised of a percentage of eligible accounts receivable and eligible inventory, over the total loans and issued letters of credit outstanding under the Working Capital Facility. If the aggregate outstanding amount of the Working Capital FacilityFacility, including outstanding letters of credit, exceeds the Borrowing Base at any time, the excess amount shall be payable on demand by BMO.

As of MarchJune 31,30, 2026, there were no$10.0 million in outstanding borrowings and availability to borrow under the Working Capital Facility was $14.5$6.5 million.

The Company’s 3.25% convertible notes due in 2025 (the “2025 Convertible Notes”) matured on May 1, 2025, at which time all outstanding principal and related accrued interest was paid-off in full. The Company’s 9.0% senior secured notes due in 2029 (the “2029 Senior Secured Notes”) had a principal balance of $48.9 million as of MarchJune 31,30, 2026 and mature on May 1, 2029.

As of MarchJune 31,30, 2026, our material contractual obligations consisted of the following:

•To mitigate the risk of material shortages and price increases, we enter into non-cancellable purchase obligations with certain key contract manufacturers and other vendors for the purchase of goods and services to be received up to three to four quarters following the balance sheet date. Our purchase obligations consist of agreements to purchase goods and services entered into in the ordinary course of business. As of MarchJune 31,30, 2026, our future payments under these noncancellable purchase obligations were approximately $127.1$119.9 million.

•$48.9 million in long-term debt outstanding borrowings under the 2029 Senior Secured Notes; see Part I Item 1, Note 4 – Debt; and

Net cash providedused byin operating activities for the threesix months ended MarchJune 31,30, 2026 is primarily comprised of net cash providedused byfor working capital of $1.9$19.9 million, which was largely due to timing of large cash receipts on accounts receivable balances,balances partially offset byand the payout of the Company’s annual bonuses that were accrued for at December 31, 2025.2025, Theand a $13.0 million net cash provided by working capital wasloss, partially offset by a $4.5 million net loss and non-cash charges during the period, including share-based compensation expense of $2.3$5.4 million and depreciation and amortization of $1.8$4.1 million.