Financial Analysis

Commitments and Contingencies Noncancellable Purchase Obligations The Company typically enters into commitments with its contract manufacturers and other vendors that require future purchases of goods or services in the upcoming three to four quarters following the balance sheet date. Such commitments are noncancellable (noncancellable purchase obligations). As of December 31, 2025, future payments under these noncancellable purchase obligations were approximately $101.2 million. Legal The Company is, from time to time, party to various legal proceedings arising in the ordinary course of business. The Company is regularly required to directly or indirectly participate in other U.S. patent infringement actions pursuant to its contractual indemnification obligations to certain customers. Based on an evaluation of these matters the Company currently believes that liabilities arising from, or sums paid in settlement of these existing matters, if any, would not have a material adverse effect on its consolidated results of operations or financial condition. Indemnification In the normal course of business, the Company periodically enters into agreements that require the Company to indemnify and defend its customers for, among other things, claims alleging that the Companys products infringe upon third-party patents or other intellectual property rights. The Companys maximum exposure under these indemnification provisions cannot be estimated but the Company does not believe that the …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Debt Working Capital Facility 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). 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 December 31, 2025. 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 outstanding under the Working Capital Facility. If the aggregate outstanding amount of the Working Capital Facility exceeds the Borrowing Base at any time, the excess amount shall be payable on demand by BMO. Priority of the obligations of the Company with respect to the Working Capital Facility is senior to the priority of the obligations of the Company with respect to the 2029 Senior Secured Notes on the assets of the Company which constitute current assets and junior to the priority to the obligations of the company with respect to the 2029 Senior …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Share-based Compensation During the years ended December 31, 2025 and 2024, the Company granted awards under the 2018 Omnibus Incentive Compensation Plan, previously named the Amended and Restated 2009 Omnibus Incentive Compensation Plan (the 2018 Plan). The Compensation Committee of the Board of Directors administers the plans. Under the 2018 Plan, shares of common stock may be issued upon the exercise of stock options, in the form of restricted stock, or in settlement of RSUs or other awards, including awards with alternative vesting schedules such as performance-based criteria. The 2018 Plan authorizes 5,775,308 shares, of which 1,520,208 remain available for future grants as of December 31, 2025. For the years ended December 31, 2025 and 2024, the following table presents total share-based compensation expense in each functional line item on the consolidated statements of operations (in thousands): Year Ended December 31, 2025 2024 Cost of revenues $ 375 $ 126 Research and development 1,023 691 Sales and marketing 824 430 General and administrative 5,219 2,577 Income from discontinued operations, net of tax 115 Total $ 7,441 $ 3,939 Stock Options The Compensation Committee of the Board of Directors determines eligibility, vesting schedules and exercise prices for stock options granted. For performance stock awards subject to market-based vesting conditions, fair values are determined using the Monte-Carlo simulation model. Stock options generally have a term of ten years …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Income Taxes The Companys income (loss) before income taxes for the years ended December 31, 2025 and 2024 is comprised of the following (in thousands): Year Ended December 31, 2025 2024 Domestic $ 1,102 $ (13,883) Foreign 180 203 Income (loss) before income taxes $ 1,282 $ (13,680) The (benefit) provision for income taxes for the years ended December 31, 2025 and 2024 is comprised of the following (in thousands): Year Ended December 31, 2025 2024 Current: Federal $ $ State (20) 598 Foreign 52 29 Total current 32 627 Deferred: Federal 12 (43) State 105 Foreign Total deferred 12 62 (Benefit) Provision for income taxes $ 44 $ 689 The Companys net deferred tax liabilities consist of the following (in thousands): December 31, 2025 2024 Deferred tax assets: Accrued expenses $ 2,662 $ 4,620 Provision for excess and obsolete inventory 3,961 4,162 Capitalized research and experimental expenditures 9,797 11,216 Convertible debt 464 608 Depreciation and amortization 1,861 2,063 Interest expense limitation 20,307 19,944 Net operating loss and tax credit carryforwards 103,579 97,347 Share-based compensation 1,554 1,533 Operating lease liability 943 985 Other 130 351 Deferred tax assets 145,258 142,829 Valuation allowances (143,888) (141,628) Deferred tax assets, net of valuation allowances 1,370 1,201 Deferred tax liabilities: Right of use asset (841) (710) Acquired intangible assets (715) (665) Deferred tax liabilities (1,556) (1,375) Deferred tax liabilities, net $ (186) $ (174) The Co …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases The components of the right-of-use assets and lease liabilities were as follows (in thousands): Balance Sheet Classification December 31, 2025 December 31, 2024 Operating right-of-use assets, net Operating lease right-of-use assets $ 3,451 $ 2,855 Current operating lease liabilities Accrued expenses and other current liabilities $ 968 $ 1,346 Non-current operating lease liabilities Operating lease liabilities 2,910 2,627 Total operating lease liabilities $ 3,878 $ 3,973 Weighted-average remaining lease term (in years) 4.1 2.7 Weighted-average discount rate 7.0 % 9.0 % The components of lease costs included in operating costs and expenses were as follows (in thousands): Year Ended December 31, 2025 2024 Operating lease costs $ 1,287 $ 1,578 Gain on early lease termination $ 443 $ Impairment of operating lease right-of-use assets $ $ 138 Supplemental cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2025 2024 Operating cash flows related to operating leases $ 1,476 $ 1,636 Operating right-of-use assets obtained in exchange for lease liabilities $ 2,042 $ The future minimum payments under operating leases were as follows at December 31, 2025 (in thousands): 2026 $ 1,198 2027 1,061 2028 798 2029 822 2030 559 Thereafter Total minimum operating lease payments 4,438 Less: amounts representing interest (560) Present value of net minimum operating lease payments 3,878 Less: current portion (968) Long-term portion of operating lease o …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

"Recently Adopted Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. A public entity should apply the amendments in ASU 2023-09 prospectively to all annual periods beginning after December 15, 2024. The Company adopted this ASU in the current year with additional disclosures detailed in the subsequent notes Recent Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40) . This ASU requires disclosure on an annual and interim basis, in the notes to the financial statements, of disaggregated information about specific categories underlying certain income statement expense line items. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods with annual reporting periods beginning after December 15, 2027, on a retrospective basis. The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures. In November 2024, the FASB issued ASU 2024-04, DebtDebt with Conversion and Other Optio …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Segment, Geographic, and Concentrations of Risk Information Segment Information As previously detailed in Note 1 Nature of Business and Significant Accounting Policies, the Company operates as one reportable segment. As of December 31, 2024, the Companys Chief Operating Decision Maker (CODM) was its Executive Chairman. The Companys Executive Chairman left the Company in February 2025, at which point the Companys CODM became its Chief Executive 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 Companys consolidated operations and financial results. As such, our operations constitute a single operating segment and one reportable segment. The accounting policies of our one reportable segment are the same as those described in Note 1 Nature of Business and Significant Accounting Policies. The CODM uses net income (loss) in evaluating the performance of our single reportable segment and determining how to allocate resources of the Company as a whole, including investing in our products, services and customers. As the Company only has one reportable segment, the measure of segment assets is reported on the balance sheet as total consolidated assets. The following table details the revenues, significant expenses and other segment items regularly provided to the CODM: Year Ended December 31, 2025 2024 Revenues $ 166,188 $ 191,244 Less: Adjusted cost of revenues (1) 94,8 …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Stockholders' Equity (Deficit) Preferred Stock The Company has a total of 2,000,000 shares of preferred stock authorized for issuance at a par value of $0.001 per share, 150,000 of which have been designated Series D Preferred Stock and 39,500 of which have been designated Series E Preferred Stock. As of December 31, 2025, the Company had 25,000 shares of Series E preferred stock issued and outstanding. Each share of Series E Preferred Stock entitles the holder thereof to receive, when and if declared by the Company out of assets legally available therefor, cumulative cash dividends at an annual rate of 9.00% payable quarterly in arrears on January 1 April 1, July 1 and October 1 of each year, beginning on March 1, 2020. If dividends are not declared and paid in any quarter, or if such dividends are declared but holders of the Series E Preferred Stock elect not to receive them in cash, the quarterly dividend will be deemed to accrue and will be added to the Series E Base Amount (as defined below). The Series E Preferred Stock has no voting rights unless otherwise required by law. The Series E Preferred Stock is perpetual and has no maturity date. However, the Company may, at its option, redeem shares of the Series E Preferred Stock, in whole or in part, on or after July 1, 2022, at a price equal to 110% of the Series E Base Amount plus (without duplication) any accrued and unpaid dividends. The Series E Base Amount means $1,000 per share, plus any accrued but unpaid dividends …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Subsequent Events Preferred Stock Exchange On January 14, 2026 (the Preferred Stock Exchange Closing Date), the Company entered into an Exchange Agreement (the Preferred Stock Exchange Agreement) with an affiliate of Mubadala Capital (the Preferred Stock Holder), which held all 25,000 outstanding shares of the Companys Series E Preferred Stock. Pursuant to the Preferred Stock Exchange Agreement, on the Preferred Stock Exchange Closing Date all of the outstanding shares of Series E Preferred Stock, which had a liquidation value of $42.0 million as of December 31, 2025, were surrendered and forfeited by the Preferred Stock Holder in exchange for $10.0 million in cash, one-third of which was paid on the Preferred Stock Exchange Closing Date and the balance of which will be paid in two equal installments on the six and twelve month anniversaries of the Preferred Stock Exchange Closing Date, 767,165 shares of the Companys common stock, and $8.0 million in additional principal amount of the Companys existing 9.0% 2029 Senior Secured Notes. The shares of common stock and 2029 Senior Secured Notes were issued to the Preferred Stock Holder on the Preferred Stock Exchange Closing Date. The 2029 Senior Secured Notes issued to the Preferred Stock Holder have the same terms as the outstanding $40.9 million aggregate principal amount of 2029 Senior Secured Notes originally issued on November 6, 2024, and were issued pursuant to the Base Indenture and Supplemental Indenture entered into on …

SubsequentEventsTextBlock · excerpt; the full note is in the filing