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What changed in INSEEGO CORP.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of INSEEGO CORP.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+222 added−213 removedSource: 10-K (2026-02-20) vs 10-K (2025-02-20)

Top changes in INSEEGO CORP.'s 2025 10-K

222 paragraphs added · 213 removed · 173 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

34 edited+7 added−9 removed28 unchanged
Biggest changeThe scale and pace of innovation in mobile networks, especially around broadband speeds and network capacity, is expanding the market beyond traditional wireless which was predominantly focused on smartphones. The new capabilities of 5G technology and additional capacity provided by mid-band spectrum auctions is allowing mobile operators to enter the home and business broadband markets.
Biggest changeIndustry Trends As the largest technology platform in the world, mobile connectivity has changed the way we work, the way we live and the way we connect with each other. The scale and pace of innovation in mobile networks, especially around broadband speeds and network capacity, is expanding the market beyond traditional wireless which was predominantly focused on smartphones.
We are committed to creating a world class employee experience through leadership development, career planning, open two-way communications, total compensation, and a positive work environment. Diversity & Inclusion : Our people are our most important asset. At Inseego, we embrace an inclusive culture because good ideas come from everywhere.
We are committed to creating a world class employee experience through leadership development, career planning, open two-way communications, total compensation, and a positive work environment. 8 Diversity & Inclusion : Our people are our most important asset. At Inseego, we embrace an inclusive culture because good ideas come from everywhere.
Research and Development Our research and development efforts are focused on developing innovative 5G mobile broadband and fixed wireless access solutions that includes mobile hotspots, gateways and routers. We also develop associated cloud management and enterprise networking cloud solutions to provide an end-to-end solution to our customers, including for our subscriber management platform.
Research and Development Our research and development efforts are focused on developing innovative 5G mobile broadband and fixed wireless access solutions that includes mobile hotspots, gateways and routers. We also develop associated cloud management and enterprise networking cloud solutions to provide an end-to-end solution to our customers, including for our subscriber lifecycle management platform.
Mobile Solutions 6 Our 5G and 4G mobile broadband (MiFi) business has been driving advanced wireless mobile technologies for a multitude of consumer and enterprise applications for over 20 years. In the 2000s, Inseego invented mobile hotspots sold under the MiFi ™ brand.
Mobile Solutions Our 5G and 4G mobile broadband (MiFi) business has been driving advanced wireless mobile technologies for a multitude of consumer and enterprise applications for over 20 years. In the 2000s, Inseego invented mobile hotspots sold under the MiFi ™ brand.
These solutions include “MiFi" ™ hotspots, routers, and gateways for a wide variety of end user deployments. We also offer a cloud solution used for managing edge devices including security, status, configuration and software used at all of a customer’s locations.
These solutions include “MiFi" ™ hotspots, routers, and gateways for a wide variety of end user deployments. We offer a cloud solution used for managing edge devices including security, status, configuration and software used at all of a customer’s locations.
We will continue to improve the functionality, design and performance of our current products and solutions. 7 We are committed to continually identifying and responding to our customers' requirements by introducing new 5G designs that fulfill their market and customer needs.
We will continue to improve the functionality, design and performance of our current products and solutions. We are committed to continually identifying and responding to our customers' requirements by introducing new 5G designs that fulfill their market and customer needs.
We intend to keep enhancing our 5G WWAN portfolio in partnership with our key carrier customers to bring the latest 5G capabilities to the enterprise and SMB market segments. • Expand our go-to-market to enterprise and SMB customers.
We intend to keep enhancing our 5G WWAN portfolio in partnership with our key customers to bring the latest 5G capabilities to the enterprise and SMB market segments. • Expand our go-to-market to enterprise and SMB customers.
Item 1. Business Overview Inseego Corp. is a leader in the design and development of cloud-managed wireless wide area network (“WAN”) and intelligent edge solutions.
Item 1. Business Overview Inseego is a leader in the design and development of cloud-managed wireless wide area network (“WAN”) and intelligent edge solutions.
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 Services and Other.
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.
We also categorize non-recurring engineering services we provide to our customers as Service and Other revenue. Sales and Marketing We engage in a wide variety of sales and marketing activities, driving market leadership and customer demand through integrated marketing campaigns. This includes product marketing, corporate communications, brand marketing and demand generation.
We also categorize non-recurring engineering services we provide to our customers as software services and other revenue. Sales and Marketing We engage in a wide variety of sales and marketing activities, driving market leadership and customer demand through integrated marketing campaigns. This includes product marketing, corporate communications, brand marketing and demand generation.
We are focused on continuing to improve our recurring subscription revenue by providing value added capabilities to our customers through the cloud solutions that we develop. ◦ Our cloud management solution (Inseego Connect) manages all of the 4G and 5G gateways and routers deployed at distributed locations with a single pane of glass for ease of deployment and monitoring of all the connections. ◦ Our wireless subscriber management solution (Inseego Subscribe) is specifically built for carrier servicing of government and enterprise customers and is currently deployed in North America with a large carrier with several million end users.
We are focused on continuing to improve our recurring subscription revenue by providing value added capabilities to our customers through the cloud solutions that we develop. ◦ Our cloud management solution (Inseego Connect) manages all of our mobile hotspots, gateways and routers deployed at distributed locations with a single pane of glass for ease of deployment and monitoring of all the connections. ◦ Our wireless subscriber lifecycle management solution (Inseego Subscribe) is specifically built for carrier servicing of government and enterprise customers and is currently deployed in North America with a large carrier with several million end users.
We will continue to enhance our routes to market through mobile operators, channel partners, system integrators and OEM partners who sell into these market segments. • Improve SaaS solution penetration .
We will continue to enhance our routes to market through mobile operators, multiple system operators, channel partners, and OEM partners who sell into these market segments. • Improve SaaS solution penetration .
We also provide a wireless subscriber management solution that is used to manage a carrier’s government and complex enterprise customer subscriptions. Our products currently operate on all major cellular networks in the US.
We also provide a CSP subscriber lifecycle management solution that is used to manage a carrier’s government and complex enterprise customer subscriptions. Our products currently operate on all major cellular networks in the US.
Services and Other A substantial majority of our Services and Other revenue comes from providing a SaaS wireless subscriber management solution (Inseego Subscribe) for carrier’s management of their government and complex enterprise customer subscriptions. Services and Other revenue also includes the Company’s above mentioned Inseego Connect offering.
Software Services and Other A substantial majority of our software services and other 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. Software services and other revenue also includes the Company’s above mentioned Inseego Connect offering.
Revenues related to our cloud offerings of Inseego Connect are included within Services and Other below. These devices, sold under the Wavemaker brands, are sold by mobile operators such as T-Mobile, U.S. Cellular and Verizon Wireless along with distribution and channel partners.
Revenues related to our cloud offerings of Inseego Connect are included within Software Services and Other below. These devices, sold under the Wavemaker brand, are sold by mobile operators such as T-Mobile, Verizon Wireless, and AT&T along with distribution and channel partners.
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 wireless subscriber management SaaS solution for carrier’s management of their government and complex enterprise customer subscriptions.
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 Communication Service Provider (“CSP”) subscriber lifecycle management SaaS solution for carriers’ management of their government and complex enterprise customer subscriptions.
Our current competitors include: • Mobile broadband – Companies such as Netgear, Franklin Wireless, TCL and ZTE • Fixed wireless access – Companies such as Nokia, Cradlepoint, ZTE, Huawei and Cisco As the market for our products and services expands, other entrants may seek to compete with us either directly or indirectly.
Our current competitors include: • Mobile broadband – Companies such as Netgear, Franklin Wireless, TCL, ZTE, Orbic, and Sonim • Fixed wireless access – Companies such as Nokia, Ericsson Wireless Solutions, ZTE, Peplink, Teltonika and Cisco As the market for our products and services expands, other entrants may seek to compete with us either directly or indirectly.
During the 2010s, Inseego was a leader in the 4G mobile MiFi ™ market—delivering the highest 4G mobile hotspot performance in the market. In 2019, Inseego developed and produced the world’s first 5G mobile hotspot and in 2025 we plan to introduce our new generation using the Qualcomm SDX72 chipset. Our MiFi customer base is primarily comprised of mobile operators.
During the 2010s, Inseego was a leader in the 4G mobile MiFi ™ market—delivering the highest 4G mobile 6 hotspot performance in the market. In 2019, Inseego developed and produced the world’s first 5G mobile hotspot and in early 2026 we plan to introduce our new generation using the Qualcomm SDX72 chipset.
We, along with our subsidiaries, also hold a number of trademarks or registered trademarks including “Inseego,” “Inseego Subscribe,” “Inseego Manage,” “Inseego Secure,” “Inseego Vision,” the Inseego logo, “MiFi,” “MiFi Intelligent Mobile Hotspot,” “Wavemaker” and “Skyus.” Key Partners and Customers We have strategic technology, development and marketing relationships with several of our carrier customers and partners.
We, along with our subsidiaries, also hold a number of trademarks or registered trademarks including “Inseego”, “Inseego Subscribe”, “Inseego Manage”, “Inseego Secure”, “Inseego Vision”, the Inseego logo, “MiFi”, “MiFi Intelligent Mobile Hotspot”, ”Wavemaker”, “Clarity”, and “Skyus.” Key Partners and Customers We have strategic technology, development and marketing relationships with several of our carrier customers and partners.
Customers for our products include transportation companies, industrial companies, governmental agencies, manufacturers, mobile operators, system integrators, distributors, and enterprises in various industries, including finance, accounting, legal, insurance, energy and industrial automation, security and safety, medical monitoring and government. Our customers for our 5G products include Verizon Wireless, T-Mobile, EnerNOC, Thermo Fisher Scientific, US Army and Fastenal, amongst others.
Customers for our products include transportation companies, industrial companies, governmental agencies, manufacturers, mobile operators, system integrators, distributors, and enterprises in various industries, including finance, accounting, legal, insurance, energy and industrial automation, security and safety, medical monitoring and government.
Our 5G products and associated cloud solutions are designed and developed in the U.S. and are used in mission-critical applications requiring the highest levels of security and zero unscheduled downtime. 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.
Our 5G products and associated cloud solutions are designed in the U.S. and are used in networks where internet reliability and security is of the utmost 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.
These use cases include telemedicine, industrial automation, robotics, AR/VR, edge computing, cloud gaming, and other applications. 5 We believe that 5G mid-band networks will bring a number of enhanced benefits not available on 4G networks, including the capacity to add significant numbers of broadband connections to either bring primary or alternative broadband options to a large number of consumer and business users.
We believe that 5G mid-band networks will bring a number of enhanced benefits not available on 4G networks, including the capacity to add significant numbers of broadband connections to either bring primary or alternative broadband options to a large number of consumer and business users.
Our employees are not represented by any collective bargaining unit and we consider our relationship with our employees to be good. 8 Human Capital Resources Our Culture : Culture is critically important to our growth and performance. We are driven by our values of Accountability, Sense of Urgency, Market Driven Innovation, Customer Focus, and Integrity.
Human Capital Resources Our Culture : Culture is critically important to our growth and performance. We are driven by our values of Accountability, Sense of Urgency, Market Driven Innovation, Customer Focus, and Integrity.
Customers for our device management solutions include mobile operators such as T-Mobile. A significant portion of our revenue during the year ended December 31, 2024 came from two customers, Verizon and T-Mobile, which together represented approximately 76% of our total revenues for the year ended December 31, 2024. It is our intention to diversify our customer base.
A significant portion of our revenue during the year ended December 31, 2025 came from two customers, Verizon and T-Mobile, which together represented approximately 89% of our total revenues for the year ended December 31, 2025.
These contract manufacturers are located in Asia and are able to produce our products using modern state-of-the-art equipment and facilities with relatively low-cost labor.
Under our manufacturing agreements, such contract manufacturers provide us with services including component procurement, product manufacturing, final assembly, testing, quality control and fulfillment. These contract manufacturers are primarily located in Asia and are able to produce our products using modern state-of-the-art equipment and facilities with relatively low-cost labor.
We believe that we have a competitive advantage in the market that is rooted in deep technological differentiation in the 4G/5G modem technology that we design in-house. The key elements of our strategy are to: • Capitalize on our direct relationships with mobile operators, infrastructure vendors, 5G chipset vendors and component suppliers.
The key elements of our strategy are to: • Capitalize on our direct relationships with mobile operators, infrastructure vendors, 5G chipset vendors and component suppliers.
Our Strategy Our objective is to be the leader in high performance 5G broadband solutions for mobile broadband and fixed wireless access applications for enterprise and SMBs. We expect to meet this objective through our innovations in 5G hotspots, routers and gateways and our cloud solutions that enable ease of deployment and corporate policy orchestration for network wide distributed deployments.
We expect to meet this objective through our innovations in 5G hotspots, routers and gateways and our cloud solutions that enable ease of deployment and corporate policy orchestration for network wide distributed deployments. We believe that we have a competitive advantage in the market that is rooted in deep technological differentiation in the 4G/5G modem technology that we design in-house.
We manage our research and development efforts through a structured life-cycle process, from identifying initial customer requirements through development and commercial introduction to eventual phase-out. During product development, emphasis is placed on quality, reliability, performance, time-to-market, meeting industry standards and customer-product specifications, ease of integration, cost reduction, and manufacturability.
We manage our research and development efforts through a structured life-cycle process, from identifying initial customer requirements through development and commercial introduction to eventual phase-out.
The adoption of 5G and the cloud continues to grow as companies across a wide range of industries are leveraging digital transformation technologies to increase efficiency, gain better customer insights, facilitate compliance and build new business models. We believe this growth will be initially driven by fixed wireless access with the new low latency enterprise use cases to follow.
It is expected that these newly evolving 5G networks will also enable low latency use cases including manufacturing automation, augmented and virtual reality, video AI, and distributed networking. 5 The adoption of 5G and the cloud continues to grow as companies across a wide range of industries are leveraging digital transformation technologies to increase efficiency, gain better customer insights, facilitate compliance and build new business models.
Employees At December 31, 2024, we had 218 employees, all of whom were full-time employees. We also use the services of consultants and temporary workers from time to time.
Employees At December 31, 2025, we had 275 employees, 266 of whom were full-time employees. We also use the services of consultants and temporary workers from time to time. Our employees are not represented by any collective bargaining unit and we consider our relationship with our employees to be good.
These network enhancements allow enterprise and SMB customers to enable a multitude of business applications to their distributed sites and employees in an economical way. It is also expected that 5G will enable a variety of new low latency use cases once the complete mid-band and core networks are built out.
It is also expected that 5G will enable a variety of new low latency use cases once the complete mid-band and core networks are built out. These use cases include telemedicine, industrial automation, robotics, AR/VR, edge computing, cloud gaming, and other applications.
Intellectual Property Our solutions rely on and benefit from our portfolio of intellectual property, including patents and trademarks. We currently own 45 patents and have 1 patent application pending. The patents that we currently own will expire at various times between 2026 and 2042.
During product development, emphasis is placed on quality, reliability, performance, time-to-market, meeting industry standards and customer-product specifications, ease of integration, cost reduction, and manufacturability. 7 Intellectual Property Our solutions rely on and benefit from our portfolio of intellectual property, including patents and trademarks. We currently own 45 patents, which expire at various times between 2026 and 2042.
Manufacturing and Operations The hardware at the core of our products is produced by contract manufacturers. Our primary contract manufacturers include Hon Hai Precision Industry Co., Ltd. (“Foxconn”) and Inventec Appliance Corporation (“IAC”). Under our manufacturing agreements, such contract manufacturers provide us with services including component procurement, product manufacturing, final assembly, testing, quality control and fulfillment.
We intend to continue diversifying our customer base, a recent example of which is the inclusion of our FX4200 5G FWA device in AT&T Business’s device offerings. Manufacturing and Operations The hardware at the core of our products is produced by contract manufacturers. Our primary contract manufacturers include Hon Hai Precision Industry Co., Ltd. (“Foxconn”) and Inventec Appliance Corporation (“IAC”).
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 Services and Other below.
Our MiFi customer base is primarily comprised of mobile operators. Our mobile portfolio is supported by our cloud offering, Inseego Connect for device management, whose revenues are included in Software Services and Other below.
Removed
Inseego’s common stock trades on The NASDAQ Global Select Market under the symbol “INSG.” Recent Developments Divestiture of Telematics Business On September 16, 2024, the Company and its subsidiary Inseego SA (Pty) Ltd (“Seller”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with Light Sabre SPV Limited (which subsequently novated its benefits and obligations under the Purchase Agreement to Ctrack Holdings (the “Purchaser”)), pursuant to which Inseego agreed to sell to the Purchaser the entire issued share capital of the Company’s Inseego International Holdings Limited subsidiary in exchange for approximately $52 million in cash, subject to certain adjustments.
Added
Inseego’s common stock trades on The NASDAQ Global Select Market under the symbol “INSG.” Recent Developments Repurchase of Preferred Stock On January 14, 2026 (the “Closing Date’), the Company entered into an Exchange Agreement (the “Exchange Agreement”) with an affiliate of Mubadala Capital (the “Holder”), which held all 25,000 outstanding shares of the Company’s Fixed-Rate Cumulative Perpetual Preferred Stock, Series E (the “Preferred Stock”).
Removed
Upon completion of the sale, which occurred on November 27, 2024, the Purchaser acquired the Company’s telematics solutions business (the “Telematics Business”), which had operations in the United Kingdom, the European Union, Australia and New Zealand.
Added
Pursuant to the Exchange Agreement, on the Closing Date all of the outstanding shares of Preferred Stock, which had a liquidation value of $42 million as of December 31, 2025, were surrendered and forfeited by the Holder in exchange for the following consideration, having an aggregate value of approximately $26 million and representing a discount of approximately 38% to the liquidation value: (i) $10 million in cash, one-third of which was paid on the Closing Date and the balance of which will be paid in two equal installments on the six and twelve month anniversaries of the Closing Date; (ii) 767,165 shares of the Company’s common stock (the “Common Shares”), and (iii) $8 million in additional principal amount of the Company’s existing 2029 Senior Secured Notes.
Removed
The Company’s decision to divest its Telematics Business was based on a review of the strategic fit of the business with the Company’s North American-centric 5G wireless solutions business and the Company’s previously stated goal to continue to significantly de-leverage its capital structure.
Added
The Common Shares and the 2029 Senior Secured Notes were issued to the Holder on the Closing Date.
Removed
The sale of the Telematics Business further supports the Company’s streamlining of its focus and resources on what it believes to be the strongest growth opportunities around its core product offerings.
Added
The Exchange Agreement provides the Holder with customary registration rights with respect to the Common Shares, pursuant to which, among other things, the Company agreed to file a registration statement with the Securities and Exchange Commission within six months following the Closing Date.
Removed
The assets and liabilities associated with the Telematics Business disposal group prior to its sale have been classified as held for sale within the Consolidated Balance Sheets and the results of operations and cash flows related to the divested Telematics Business have been classified as discontinued operations within the Consolidated Statements of Operations and Comprehensive Income and Consolidated Statements of Cash Flows for all periods presented within the consolidated financial statements included in Part IV, Item 15 of this Form 10-K.
Added
The new capabilities of 5G technology and additional capacity provided by spectrum auctions is allowing mobile operators to enter the home and business broadband markets. These network enhancements allow enterprise and SMB customers to enable a multitude of business applications to their distributed sites and employees in an economical way.
Removed
All discussion below relates to the Company’s continuing operations only, which excludes any results related to the divested Telematics Business, unless noted otherwise. Industry Trends As the largest technology platform in the world, mobile connectivity has changed the way we work, the way we live and the way we connect with each other.
Added
We believe this growth will be initially driven by fixed wireless access with the new low latency enterprise use cases to follow. Our Strategy Our objective is to be the leader in high performance 5G broadband solutions for mobile broadband and fixed wireless access applications for enterprise and SMBs.
Removed
It is expected that these newly evolving 5G networks will also enable low latency use cases including manufacturing automation, augmented and virtual reality, video AI, and distributed networking.
Added
Our customers for our 5G products include mobile operators such as Verizon Wireless, T-Mobile, AT&T TD Synnex, Get Wireless, and Fastental , amongst others. Customers for our device management solutions include mobile operators such as T-Mobile.
Removed
These mobile operators include Verizon Wireless, T-Mobile and U.S. Cellular in the United States, Rogers and Telus in Canada, as well as other international wireless operators, distributors and various companies in other vertical markets and geographies.
Removed
Our Mobile Solutions customer base is primarily comprised of mobile operators. These mobile operators include Verizon Wireless, T-Mobile and U.S. Cellular in the United States, Rogers and Telus in Canada, and various companies in other vertical markets.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

56 edited+20 added−16 removed227 unchanged
Biggest changeWe may not be able to raise such additional funds on acceptable terms or at all. • We are required to comply with certain covenants under the terms of our 2029 Senior Secured Notes (as defined below) and, if we fail to meet those covenants or otherwise suffer a default thereunder, our lenders may accelerate the payment of such obligations.
Biggest changeWe may not be able to raise such additional funds on acceptable terms or at all. • 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. • We may rely on borrowings under the Working Capital Facility and the accounts receivable securitization facility to provide funds to operate our business and make capital expenditures, and our business could be adversely affected if those facilities are not available to be drawn, or amounts available to be drawn are reduced.
Operations outside of the United States may be affected by changes in trade protection laws, policies and measures, and other regulatory requirements affecting trade and investment. 17 As a result of our international operations we are subject to foreign tax regulations.
Operations outside 17 of the United States may be affected by changes in trade protection laws, policies and measures, and other regulatory requirements affecting trade and investment. As a result of our international operations we are subject to foreign tax regulations.
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.
Certain provisions in the 2029 Senior Secured Notes 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.
The market price of our common stock can be highly volatile due to the risks and uncertainties described in this report, as well as other factors, including: comments by securities analysts; announcements by us or others regarding, among other things, operating results, additions or departures of key personnel, and acquisitions or divestitures; additional equity or debt financing; technological innovations; introductions of new products; litigation; price and volume fluctuations in the overall stock market; the level of demand for our stock, including the amount of short interest in our stock, and particularly with respect to market prices and trading volumes of other high technology stocks; and our failure to meet market expectations.
The market price of our common stock can be highly volatile due to the risks and uncertainties described in this report, as well as other factors, including: comments by securities analysts; announcements by us or others regarding, among other things, 22 operating results, additions or departures of key personnel, and acquisitions or divestitures; additional equity or debt financing; technological innovations; introductions of new products; litigation; price and volume fluctuations in the overall stock market; the level of demand for our stock, including the amount of short interest in our stock, and particularly with respect to market prices and trading volumes of other high technology stocks; and our failure to meet market expectations.
SUMMARY OF RISK FACTORS Risks Related to Our Ability to Generate Revenues • 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 dealings with either of these customers. • We may not be able to retain and increase sales to our existing customers, which could negatively impact our financial results. • Loss of, or a significant reduction in business from, one or more significant customers could adversely affect our revenue and profitability. • The FWA market may take longer to materialize than we expect or, if it does materialize rapidly, we may not be able to meet the development schedule and other customer demands. • The marketability of our products may suffer if wireless telecommunications operators do not deliver acceptable wireless services. • If customers do not adopt our software, we may not be able to monetize these software assets and realize a key part of our growth and profitability strategy. • The market for the products and services that we offer is rapidly evolving and highly competitive.
SUMMARY OF RISK FACTORS Risks Related to Our Ability to Generate Revenues • 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 business with either of these customers. • We may not be able to retain and increase sales to our existing customers, which could negatively impact our financial results. • Loss of, or a significant reduction in business from, one or more significant customers could adversely affect our revenue and profitability. • The FWA market may take longer to materialize than we expect or, if it does materialize rapidly, we may not be able to meet the development schedule and other customer demands. • The marketability of our products may suffer if wireless telecommunications operators do not deliver acceptable wireless services. • If customers do not adopt and/or renew our software services, we may not be able to monetize these software assets and realize a key part of our growth and profitability strategy. • The market for the products and services that we offer is rapidly evolving and highly competitive.
We have taken actions to mitigate the impact of such tariffs, however, there is no assurance that all such efforts will be successful. These actions include importing our products from contract manufacturing locations outside of mainland China and 19 working directly with U.S. Customs and Border Protection (“CBP”) to address the harmonized tariff codes used for our products.
We have taken actions to mitigate the impact of such tariffs, however, there is no assurance that all such efforts will be successful. These actions include importing our products from contract manufacturing locations outside of mainland China and working directly with U.S. Customs and Border Protection (“CBP”) to address the harmonized tariff codes used for our products.
If any of our competitors implement new technologies before we are able to implement them or better anticipate the innovation and integration opportunities in related industries, those competitors may be able to provide more effective or cheaper solutions than ours. We generally seek to sell our software and enterprise solutions pursuant to customer agreements with multi-year terms and subscriptions.
If any of our competitors implement new technologies before we are able to implement them or better anticipate the innovation and integration opportunities in related industries, those competitors may be able to provide more effective or cheaper solutions than ours. We generally seek to sell our software services and enterprise solutions pursuant to customer agreements with multi-year terms and subscriptions.
Additionally, our 15 international freight is regularly subjected to inspection by governmental entities. If our delivery times increase unexpectedly for these or any other reasons, our ability to deliver products on time would be materially adversely affected and result in delayed or lost revenue as well as customer-imposed penalties.
Additionally, our international freight is regularly subjected to inspection by governmental entities. If our delivery times increase unexpectedly for these or any other reasons, our ability to deliver products on time would be materially adversely affected and result in delayed or lost revenue as well as customer-imposed penalties.
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.
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 14 marketplace of the components and materials needed to manufacture our products.
We are highly dependent upon the transportation systems we use to ship our products, including surface and air freight. Our attempts to closely match our inventory levels to our product demand intensify the need for our transportation systems to function effectively and without delay.
We are highly dependent upon the transportation systems we use to ship our products, including surface and air freight. Our attempts to closely match our inventory levels to our product demand intensify the need for our transportation systems to 15 function effectively and without delay.
RISKS RELATED TO OUR ABILITY TO GENERATE REVENUES 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 dealings with either of these customers.
RISKS RELATED TO OUR ABILITY TO GENERATE REVENUES 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 business with either of these customers.
If our privacy or data security measures fail to comply, or are perceived to fail to comply, with current or future laws and regulations, we may be subject to litigation, regulatory investigations or other liabilities.
If our privacy or data security measures fail to comply, or are perceived to fail to comply, with current or future laws 19 and regulations, we may be subject to litigation, regulatory investigations or other liabilities.
If our goodwill and acquired intangible assets become impaired, we may be required to record a significant charge to earnings. 21 Goodwill is required to be tested for impairment at least annually.
If our goodwill and acquired intangible assets become impaired, we may be required to record a significant charge to earnings. Goodwill is required to be tested for impairment at least annually.
Legal and Regulatory Risks • Evolving regulations and changes in applicable laws relating to data privacy may increase our expenditures related to compliance efforts or otherwise limit the solutions we can offer, which may harm our business and adversely affect our financial condition. • Enhanced United States fiscal, tax and trade restrictions and executive and legislative actions could adversely affect our business, financial condition, and results of operations. • The increasing focus on environmental sustainability and social initiatives could increase our costs, harm our reputation and adversely impact our financial results. • An assertion by a third party that we are infringing its intellectual property could subject us to costly and time-consuming litigation or expensive licenses and our business could be harmed. • If we are unable to protect our intellectual property and proprietary rights, our competitive position and our business could be harmed.
Legal and Regulatory Risks • Evolving regulations and changes in applicable laws relating to data privacy may increase our expenditures related to compliance efforts or otherwise limit the solutions we can offer, which may harm our business and adversely affect our financial condition. • Enhanced United States fiscal, tax and trade restrictions and executive and legislative actions could adversely affect our business, financial condition, and results of operations. • Tariffs and other trade restrictions may have an adverse impact on our business, operations and financial results. • The increasing focus on environmental sustainability and social initiatives could increase our costs, harm our reputation and adversely impact our financial results. • An assertion by a third party that we are infringing its intellectual property could subject us to costly and time-consuming litigation or expensive licenses and our business could be harmed. • If we are unable to protect our intellectual property and proprietary rights, our competitive position and our business could be harmed.
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.
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 will have the right to require us to repurchase their notes in cash.
Enhanced United States fiscal, tax and trade restrictions and executive and legislative actions could adversely affect our business, financial condition, and results of operations. 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.
Enhanced United States fiscal, tax and trade restrictions and executive and legislative actions could adversely affect our business, financial condition, and results of operations. There is currently significant uncertainty about the future relationship between the United States and various other countries, with respect to trade policies, treaties, tariffs and taxes.
RISKS RELATED TO DEVELOPING, MANUFACTURING AND DELIVERING OUR SOLUTIONS We rely on third parties to manufacture and warehouse many of our products, which exposes us to a number of risks and uncertainties outside our control. We currently outsource the manufacturing of many of our products to companies including Foxconn, Inventec Appliances Corporation and AsiaTelco Technologies Co.
RISKS RELATED TO DEVELOPING, MANUFACTURING AND DELIVERING OUR SOLUTIONS We rely on third parties to manufacture and warehouse many of our products, which exposes us to a number of risks and uncertainties outside our control. We currently outsource the manufacturing of many of our products to companies including Foxconn and Inventec Appliances Corporation.
The restrictions in the 2029 Senior Secured Notes Indenture 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.
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.
If customers do not adopt our software, we may not be able to monetize these software assets and realize a key part of our growth and profitability strategy. A key part of our business strategy is to increase customer adoption of our software, including Inseego Connect.
If customers do not adopt and/or renew our software services, we may not be able to monetize these software assets and realize a key part of our growth and profitability strategy. A key part of our business strategy is to increase customer adoption of our software, including Inseego Connect.
Some of these NOLs may be limited by either past or future changes in control events. The Company has California NOLs at December 31, 2024 of approximately $64.4 million, which begin to expire in 2031, unless previously utilized, and no foreign NOLs for its active foreign subsidiaries .
Some of these NOLs may be limited by either past or future changes in control events. The Company has California NOLs at December 31, 2025 of approximately $64.8 million, which begin to expire in 2031, unless previously utilized, and no foreign NOLs for its active foreign subsidiaries.
Risks Related to Owning Our Securities • Our share price has been highly volatile in the past and could be highly volatile in the future. • Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited • The price of our stock may be vulnerable to manipulation, including through short sales. • 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, may result in dilution to existing stockholders, lower prevailing market prices for our common stock or require a significant cash outlay. • Ownership of our common stock is concentrated, and as a result, certain stockholders may exercise significant influence over the Company. • Our outstanding Series E Preferred Stock or future equity offerings could adversely affect the valuation and/or holders of our common stock. • We do not currently intend to pay dividends on our common stock, and, consequently, your ability to achieve a return on your investment will depend on appreciation, if any, in the price of our common stock. • Our restated certificate of incorporation and restated bylaws and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of our stock. • If financial or industry analysts do not publish research or reports about our business, or if they issue negative or misleading evaluations of our stock, our stock price and trading volume could be adversely affected. • If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to report our financial results timely and accurately, which could adversely affect investor confidence in us, and in turn, our results of operations and our stock price. • If the accounting estimates we make, and the assumptions on which we rely, in preparing our financial statements prove inaccurate, our actual results may be adversely affected. • Changes to the accounting systems or new accounting system implementations may be ineffective or cause delays in our ability to record transactions and/or provide timely financial results. 11 • Any changes to existing accounting pronouncements or taxation rules or practices may cause adverse fluctuations in our reported results of operations or affect how we conduct our business. • Our quarterly operating results have fluctuated in the past and may fluctuate in the future, which could cause declines or volatility in the price of our common stock.
Risks Related to Owning Our Securities • Our share price has been highly volatile in the past and could be highly volatile in the future. • Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited. • The price of our stock may be vulnerable to manipulation, including through short sales. • Future issuances of common stock upon exercise of warrants or pursuant to employee equity awards may result in dilution to existing stockholders, lower prevailing market prices for our common stock or require a significant cash outlay. • Ownership of our common stock is concentrated, and as a result, certain stockholders may exercise significant influence over the Company. • We do not currently intend to pay dividends on our common stock, and, consequently, your ability to achieve a return on your investment will depend on appreciation, if any, in the price of our common stock. • Our restated certificate of incorporation and restated bylaws and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of our stock. • If financial or industry analysts do not publish research or reports about our business, or if they issue negative or misleading evaluations of our stock, our stock price and trading volume could be adversely affected. • If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to report our financial results timely and accurately, which could adversely affect investor confidence in us, and in turn, our results of operations and our stock price. • If the accounting estimates we make, and the assumptions on which we rely, in preparing our financial statements prove inaccurate, our actual results may be adversely affected. 11 • Changes to the accounting systems or new accounting system implementations may be ineffective or cause delays in our ability to record transactions and/or provide timely financial results. • Any changes to existing accounting pronouncements or taxation rules or practices may cause adverse fluctuations in our reported results of operations or affect how we conduct our business. • Our quarterly operating results have fluctuated in the past and may fluctuate in the future, which could cause declines or volatility in the price of our common stock.
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 . 23 Ownership of our common stock is concentrated, and as a result, certain stockholders may exercise significant influence over the Company.
As a result, our obligations under the 2029 Senior Secured Notes could increase the cost of acquiring us or otherwise discourage a third party from acquiring us . Ownership of our common stock is concentrated, and as a result, certain stockholders may exercise significant influence over the Company.
We are required to comply with certain covenants under the terms of our 2029 Senior Secured Notes and, if we fail to meet those covenants or otherwise suffer a default thereunder, our lenders may accelerate the payment of such obligations.
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.
At December 31, 2024, the Company had federal research and development tax credit carryforwards, net of unrecognized tax benefits, of approximately $11.4 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 million, which have no expiration date.
At December 31, 2025, the Company had federal research and development tax credit carryforwards, net of unrecognized tax benefits, of approximately $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 $11.9 million, which have no expiration date.
Monitoring unauthorized use of our intellectual property is difficult and costly. The steps we have taken to protect our proprietary rights may not be adequate to prevent misappropriation of our intellectual property. We may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Our competitors may also independently develop similar technology.
The steps we have taken to protect our proprietary rights may not be adequate to prevent misappropriation of our intellectual property. We may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Our competitors may also independently develop similar technology.
The price of our stock may be vulnerable to manipulation, including through short sales. 22 We believe there has been and may continue to be substantial off-market transactions in derivatives of our stock, including short selling activity or related similar activities, which are beyond our control and which may be beyond the full control of the SEC and Financial Institutions Regulatory Authority (“FINRA”).
We believe there has been and may continue to be substantial off-market transactions in derivatives of our stock, including short selling activity or related similar activities, which are beyond our control and which may be beyond the full control of the SEC and Financial Institutions Regulatory Authority (“FINRA”).
Sales to Verizon Wireless and T-Mobile collectively accounted for 76% and 69% of our consolidated revenues for the years ended December 31, 2024 and 2023, respectively. Revenues from T-Mobile generated through our wireless subscriber management solution (Inseego Subscribe) makes up a substantial majority of our Services and Other revenue.
Sales to Verizon Wireless and T-Mobile collectively accounted for 89% and 76% of our consolidated revenues for the years ended December 31, 2025 and 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.
The Indenture that sets forth the terms of the 2029 Senior Secured Notes (the “2029 Senior Secured Notes Indenture”) contains 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 Indenture that sets forth the terms of the 2029 Senior Secured Notes (the “2029 Senior Secured Notes Indenture”) and 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.
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.
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.
As of December 31, 2024, Golden Harbor Ltd. and North Sound Management Inc. (together the “Investors”) and their affiliates beneficially owned an aggregate of approximately 19.3% and 19.9%, respectively, for an aggregate of approximately 39.2%, of the outstanding shares of our common stock.
As of December 31, 2025, Golden Harbor Ltd. and North Sound Management Inc. (together the “Investors”) and their affiliates beneficially owned an aggregate of approximately 18.3% and 13.9%, respectively, for an aggregate of approximately 32.2%, of the outstanding shares of our common stock.
At December 31, 2024, the Company had U.S. federal net operating loss carryforwards (“NOLs”) related to tax years 2022 and prior of approximately $355.4 million. Approximately $107.2 million of these NOLs have no expiration date. The remainder will begin to expire in 2030, unless previously utilized.
At December 31, 2025, the Company had U.S. federal net operating loss carryforwards (“NOLs”) related to tax years 2025 and 2022 and prior of approximately $374.0 million. Approximately $119.6 million of these NOLs have no expiration date. The remainder will begin to expire in 2030, unless previously utilized.
In that event, we could be required to seek licenses from third parties in order to continue offering our products and solutions, to re-develop our solutions, to discontinue sales of our solutions, or to release our proprietary software source code under the terms of an open source license, any of which could adversely affect our business. 20 If we are unable to protect our intellectual property and proprietary rights, our competitive position and our business could be harmed.
In that event, we could be required to seek licenses from third parties in order to continue offering our products and solutions, to re-develop our solutions, to discontinue sales of our solutions, or to release our proprietary software source code under the terms of an open source license, any of which could adversely affect our business.
RISKS RELATED TO CORPORATE DEVELOPMENT ACTIVITIES We may acquire companies and businesses, and/or divest assets or businesses. The completion of acquisition or divestiture transactions could have an adverse effect on our financial condition. As part of our business strategy, we may review acquisition and divestiture opportunities that we believe would be advantageous or complementary to the development of our business.
The completion of acquisition or divestiture transactions could have an adverse effect on our financial condition. As part of our business strategy, we may review acquisition and divestiture opportunities that we believe would be advantageous or complementary to the development of our business. Based on these opportunities, we may acquire additional businesses, assets or technologies in the future.
Based on these opportunities, we may acquire additional businesses, assets or technologies in the future. Alternatively, we may divest businesses, assets or technologies. All of these activities are subject to risks and uncertainties and could disrupt or harm our business.
Alternatively, we may divest businesses, assets or technologies. All of these activities are subject to risks and uncertainties and could disrupt or harm our business.
Our inability to comply with any of the provisions of the 2029 Senior Secured Notes Indenture could result in a default under it. If such a default occurs, the lenders may elect to demand payment in full of all or any portion of our obligations under the 2029 Senior Secured Notes and, among other remedies, foreclose on our assets.
If such a default occurs, the noteholders 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.
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.
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. The price of our stock may be vulnerable to manipulation, including through short sales.
These and other efforts by certain market participants to manipulate the price of our common stock for their personal financial gain may cause our stockholders to lose a portion of their investment, may make it more difficult for us to raise equity capital when needed without significantly diluting existing stockholders, and may reduce demand from new investors to purchase shares of our stock.
These and other efforts by certain market participants to manipulate the price of our common stock for their personal financial gain may cause our stockholders to lose a portion of their investment, may make it more difficult for us to raise equity capital when needed without significantly diluting existing stockholders, and may reduce demand from new investors to purchase shares of our stock. 23 Future issuances of common stock upon exercise of our outstanding warrants or pursuant to employee equity awards may result in dilution to existing stockholders, lower prevailing market prices for our common stock or require a significant cash outlay.
If we lose one or more large enterprise or government customers, or if we experience a significant reduction in business from one or more large enterprise or government customers, there is no assurance that we would be able to replace those customers to generate comparable revenue over a short time period, which could harm our operating results and profitability. 12 The FWA market may take longer to materialize than we expect or, if it does materialize rapidly, we may not be able to meet the development schedule and other customer demands.
If we lose one or more large enterprise or government customers, or if we experience a significant reduction in business from one or more 12 large enterprise or government customers, there is no assurance that we would be able to replace those customers to generate comparable revenue over a short time period, which could harm our operating results and profitability.
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. 14 Because we outsource the manufacturing of our products, the cost, quality and availability of third-party manufacturing operations is essential to the successful production and sale of 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 ability to make scheduled payments on, or to refinance our indebtedness, depends on our cash balances on hand and our future performance, which is subject to economic, financial, competitive and other factors beyond our control.
The 2029 Senior Secured Notes have a maturity date of May 1, 2029. Our ability to make scheduled payments on, or to refinance our indebtedness, depends on our cash balances on hand and our future performance, which is subject to economic, financial, competitive and other factors beyond our control.
As of December 31, 2024, we had approximately 3.0 million outstanding warrants which are currently exercisable at the option of the holders, at exercise prices ranging from $11.03 to $15.77 per share. We also have granted equity awards to our executive officers and certain employees, including in connection with our recent appointment of a new Chief Executive Officer.
As of December 31, 2025, we had approximately 2.9 million outstanding warrants which are currently exercisable at the option of the holders, at exercise prices ranging from $11.27 to $15.77 per share. We also have granted equity awards to our executive officers and certain employees.
In addition, we may in the future need to initiate infringement claims or litigation. Litigation, whether we are a plaintiff or a defendant, can be expensive, time consuming and may divert the efforts of our technical staff and managerial personnel, which could harm our business, whether or not such litigation results in a determination favorable to us.
Litigation, whether we are a plaintiff or a defendant, can be expensive, time consuming and may divert the efforts of our technical staff and managerial personnel, which could harm our business, whether or not such litigation results in a determination favorable to us. 21 RISKS RELATED TO CORPORATE DEVELOPMENT ACTIVITIES We may acquire companies and businesses, and/or divest assets or businesses.
Our current competitors include: • Mobile broadband – Companies such as Netgear, Franklin Wireless, TCL and ZTE 13 • Fixed wireless access – Companies such as Nokia, Cradlepoint, ZTE, Huawei 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.
As a result, it is possible that new competitors or new or otherwise enhanced relationships among existing competitors may emerge and rapidly acquire significant market share to the detriment of our business. 13 Our current competitors include: • Mobile broadband – Companies such as Netgear, Franklin Wireless, TCL, ZTE, Orbic, and Sonim • Fixed wireless access – Companies such as Nokia, Ericsson Wireless Solutions, ZTE, Peplink, 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.
The occurrence of any of these events could have a material adverse effect on our business, financial condition, results of operations and liquidity. 18 LEGAL AND REGULATORY RISKS Evolving regulations and changes in applicable laws relating to data privacy may increase our expenditures related to compliance efforts or otherwise limit the solutions we can offer, which may harm our business and adversely affect our financial condition.
LEGAL AND REGULATORY RISKS Evolving regulations and changes in applicable laws relating to data privacy may increase our expenditures related to compliance efforts or otherwise limit the solutions we can offer, which may harm our business and adversely affect our financial condition. Our products and solutions enable us to collect, manage and store a wide range of data.
In addition, we do not maintain any product recall insurance, so any product recall we are required to initiate could have a significant impact on our financial position, results of operations or cash flows.
In addition, we do not maintain any product recall insurance, so any product recall we are required to initiate could have a significant impact on our financial position, results of operations or cash flows. 16 We rely on third-party software and other intellectual property to develop and provide our solutions and significant increases in licensing costs or defects in third-party software could harm our business.
As of December 31, 2024, 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”) and $14.9 million in outstanding principal amount of our 3.25% convertible senior notes due in 2025 (the “2025 Convertible Notes”).
As of December 31, 2025, we had outstanding indebtedness of approximately $40.9 million in outstanding principal amount of our 9.0% senior secured notes due in 2029 (the “2029 Senior Secured Notes”). On January 14, 2026 we issued an additional $8.0 million in principal amount of the 2029 Senior Secured Notes in connection with the repurchase of our Preferred Stock.
If we are not effective in addressing environmental, social and other sustainability matters affecting our business, or setting and meeting relevant sustainability goals, our reputation and financial results may suffer.
We may experience pressure to make commitments relating to sustainability matters that affect us, including the design and implementation of specific risk mitigation strategic initiatives relating to sustainability. If we are not effective in addressing environmental, social and other sustainability matters affecting our business, or setting and meeting relevant sustainability goals, our reputation and financial results may suffer.
Further, various risks and uncertainties may impact our ability to comply with our obligations under the 2029 Senior Secured Notes Indenture. Our obligations under the 2029 Senior Secured Notes are secured by a continuing security interest in all property (other than certain excluded collateral) of the Company and each of the borrower parties.
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 thereunder, respectively. 18 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 such applicable agreement.
The failure of our patents to adequately protect our technology might make it easier for our competitors to offer similar products or technologies. In addition, patents may not issue from any of our current or any future applications and significant portions of our intellectual property are held in the form of trade secrets which are not protected by patents.
In addition, patents may not issue from any of our current or any future applications and significant portions of our intellectual property are held in the form of trade secrets which are not protected by patents. Monitoring unauthorized use of our intellectual property is difficult and costly.
Department of the Treasury and we cannot predict how this legislation or any future changes in tax laws might affect us or purchasers of our securities. The increasing focus on environmental sustainability and social initiatives could increase our costs, harm our reputation and adversely impact our financial results.
Department of the Treasury and we cannot predict how this legislation or any future changes in tax laws might affect us or purchasers of our securities. Tariffs and other trade restrictions may have an adverse impact on our business, operations and financial results.
The U.S. federal government and various state governments have adopted or proposed limitations on the collection, distribution and use of personal information.
Some of the data we collect or use in our business is subject to data privacy laws, which are complex and increase our cost of doing business. The U.S. federal government and various state governments have adopted or proposed limitations on the collection, distribution and use of personal information.
In addition, we may need to obtain future licenses from third parties to use software or other intellectual property associated with 16 our solutions. We cannot assure you that these licenses will be available to us on acceptable terms, without significant price increases or at all.
We cannot assure you that these licenses will be available to us on acceptable terms, without significant price increases or at all.
We rely on third-party software and other intellectual property to develop and provide our solutions and significant increases in licensing costs or defects in third-party software could harm our business. We rely on software and other intellectual property licensed from third parties to develop and offer our solutions.
We rely on software and other intellectual property licensed from third parties to develop and offer our solutions. In addition, we may need to obtain future licenses from third parties to use software or other intellectual property associated with our solutions.
We rely on a combination of patent laws, trademark laws, copyright laws, trade secrets, confidentiality procedures and contractual provisions to protect our intellectual property and proprietary rights. However, our issued patents and any future patents that may be issued may not survive a legal challenge to their scope, validity or enforceability, or provide significant protection for us.
However, our issued patents and any future patents that may be issued may not survive a legal challenge to their scope, validity or enforceability, or provide significant protection for us. The failure of our patents to adequately protect our technology might make it easier for our competitors to offer similar products or technologies.
There has been increasing public focus by investors, environmental activists, the media and governmental and nongovernmental organizations on a variety of environmental, social and other sustainability matters. We may experience pressure to make commitments relating to sustainability matters that affect us, including the design and implementation of specific risk mitigation strategic initiatives relating to sustainability.
The increasing focus on environmental sustainability and social initiatives could increase our costs, harm our reputation and adversely impact our financial results. 20 There has been increasing public focus by investors, environmental activists, the media and governmental and nongovernmental organizations on a variety of environmental, social and other sustainability matters.
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.
As of December 31, 2025 there were 1,517,039 stock options outstanding, with a weighted average exercise price of $16.70, and 1,846,156 non-vested restricted stock units. Certain provisions in the 2029 Senior Secured Notes Indenture could delay or prevent an otherwise beneficial takeover or takeover attempt of us.
Removed
As a result, it is possible that new competitors or new or otherwise enhanced relationships among existing competitors may emerge and rapidly acquire significant market share to the detriment of our business.
Added
The FWA market may take longer to materialize than we expect or, if it does materialize rapidly, we may not be able to meet the development schedule and other customer demands.
Removed
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.
Added
Because we outsource the manufacturing of our products, the cost, quality and availability of third-party manufacturing operations is essential to the successful production and sale of our products.
Removed
Our products and solutions enable us to collect, manage and store a wide range of data. Some of the data we collect or use in our business is subject to data privacy laws, which are complex and increase our cost of doing business.
Added
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.
Removed
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, may result in dilution to existing stockholders, lower prevailing market prices for our common stock or require a significant cash outlay.
Added
Further, various risks and uncertainties may impact our ability to comply with our obligations under the 2029 Senior Secured Notes Indenture and the Working Capital Facility Agreement.
Removed
The 2025 Convertible Notes are currently convertible at the option of the holders at any time until close of business on the business day immediately preceding the maturity date.
Added
The occurrence of any of these events could have a material adverse effect on our business, financial condition, results of operations and liquidity.
Removed
The 2025 Convertible Notes are convertible into shares of the Company’s common stock at a conversion rate of 7.92896 shares of common stock per $1,000 principal amount of 2025 Convertible Notes (which is equivalent to an initial conversion price of $126.12 per share of common stock).
Added
We may rely on borrowings under the Working Capital Facility to provide funds to operate our business and make capital expenditures, and our business could be adversely affected if those facilities are not available to be drawn, or amounts available to be drawn are reduced.
Removed
The conversion rate is subject to adjustment if certain events occur, but in no event will the conversion rate exceed 9.51474 shares of common stock per $1,000 principal amount of 2025 Convertible Notes (which is equivalent to a conversion price of $105.10 per share of common stock).
Added
In order to support our operations and make capital expenditures, we may borrow funds under the Working Capital Facility. The amount of borrowings permitted at any time under the Working Capital Facility is limited to a periodic borrowing base valuation of the collateral thereunder. Borrowings under the Working Capital Facility are principally supported by pledges of inventory and accounts receivable.
Removed
Holders of the 2025 Convertible Notes who convert may also be entitled to receive, under certain circumstances, an interest make-whole payment payable in, at our election, either cash or shares of common stock.
Added
As a result, our access to credit under the Working Capital Facility is potentially subject to significant fluctuations depending on the value of the borrowing base of eligible assets as of any measurement date, and, in the case of the Working Capital Facility, certain discretionary rights of the agent in respect of the calculation of such borrowing base value.
Removed
If holders of our outstanding warrants exercise their warrants or holders of the 2025 Convertible Notes elect to convert their 2025 Convertible Notes into common stock, we elect to settle any interest make-whole payments due upon conversion of the 2025 Convertible Notes with shares of common stock, we issue shares of common stock in connection with a future refinancing of the 2025 Convertible Notes and/or we issue shares upon vesting of outstanding equity awards, this may cause significant dilution to our existing stockholders.
Added
If our access to such financing was unavailable or reduced, our liquidity, results of operations and financial position may be adversely affected, which could cause material harm to our business.
Removed
Any sales in the public market of the common stock issued upon such exercises or conversions could adversely affect prevailing market prices of our common stock. If we do elect to settle any interest make-whole payments due upon conversion of the 2025 Convertible Notes with cash, such payments could adversely affect our liquidity.
Added
In addition, if certain of our lenders experience difficulties that render them unable to fund future draws on the facilities, we may not be able to access all or a portion of these funds, which could have similar adverse consequences.
Removed
Our outstanding Series E Preferred Stock or future equity offerings could adversely affect the valuation and/or holders of our common stock. As of December 31, 2024, there were 25,000 shares of Series E Fixed-Rate Cumulative Perpetual Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”) outstanding with an aggregate liquidation preference of $38.4 million.
Added
We source materials from, and manufacture products in, foreign countries, including countries in Asia, and we also sell products in foreign countries. As a result, the price and availability of our products is susceptible to international trade risks and other international conditions.
Removed
The Series E Preferred Stock is senior to our shares of common stock in right of payment of dividends and other distributions.
Added
For example, any economic and political uncertainty caused by the tariffs imposed on goods from other countries by the current administration of the United States, and any corresponding tariffs or currency devaluations from other countries in response, may negatively impact demand and/or increase the cost for certain of our products.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThese efforts include a wide range of activities, including penetration testing, adoption and regular evaluation of incident response plans and procedures, regular team member email phishing test campaigns, email security monitoring, real-time vulnerability scanning and intrusion detection, team member cybersecurity awareness programming, regular audits & evaluations of internal and third-party systems, and continuous improvement of the information security management system. 28 Impact of cybersecurity risks on business strategy, results of operations or financial condition As of the date of this Form 10-K, there have been no cybersecurity incidents that have materially affected, or are likely to materially affect the Company’s business strategy, results of operations or financial condition.
Biggest changeThese efforts include a wide range of activities, including penetration testing, adoption and regular evaluation of incident response plans and procedures, regular team member email phishing test campaigns, email security monitoring, real-time vulnerability scanning and intrusion detection, team member cybersecurity awareness training, regular audits & evaluations of internal and third-party systems, and continuous improvement of the information security management system.
Technological risk is a regular component analyzed by our IT Security Committee to identify and assess potential cybersecurity risks across our business operations. Our information security team is led by our VP of Information Technology and Security, who has decades of experience in information technology and cybersecurity.
Technological risk is a regular component analyzed by our IT Security Committee to identify and assess potential cybersecurity risks across our business operations. Our information security team is led by our Vice President, IT Transformation and AI, who has multiple years of experience in information technology and cybersecurity.
In addition, we have an IT Security Committee comprised of our top executives from across the Company, including our Chief Executive Officer, Chief Financial Officer, General Counsel, and our VP of Information Technology and Security. The IT Security Committee meets quarterly to discuss and address management of the risks facing our business.
In addition, we have an IT Security Committee comprised of our top executives from across the Company, including our Chief Executive Officer, Chief Financial Officer, Vice President, Legal and Commercial Operations, and our Vice President, IT Transformation and AI. The IT Security Committee meets quarterly to discuss and address management of the risks facing our business.
Furthermore, our VP of Information Technology and Security holds several certifications, including CISSP (Certified Information Systems Security Professional), ACCISO (Associate Certified Chief Information Security Officer) and CISM (Certified Information Security Manager). The information security team conducts periodic assessment and testing of our policies, standards, processes, and practices that are designed to address a multitude of potential cybersecurity threats and incidents.
The information security team conducts periodic assessment and testing of our policies, standards, processes, and practices that are designed to address a multitude of potential cybersecurity threats and incidents.
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Impact of cybersecurity risks on business strategy, results of operations or financial condition 28 As of the date of this Form 10-K, there have been no cybersecurity incidents that have materially affected, or are likely to materially affect the Company’s business strategy, results of operations or financial condition.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our principal executive office is located in San Diego, California. Our corporate offices are located in San Diego, California where we lease approximately 38,000 square feet under an arrangement that expires in August 2027 and approximately 12,000 square feet under an arrangement that expires in July 2027.
Biggest changeItem 2. Properties Our principal executive office is located in San Diego, California. Our corporate offices are located in San Diego, California where we lease approximately 25,000 square feet under lease agreements that expire in August 2027 and August 2030, in addition to approximately 12,000 square feet under a separate lease agreement that expires in July 2027.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Data Shares of our common stock are currently quoted and traded on The Nasdaq Global Select Market under the symbol “INSG.” Number of Stockholders of Record As of February 14, 2025, there were approximately 19 holders of record of our common stock.
Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Data Shares of our common stock are currently quoted and traded on The Nasdaq Global Select Market under the symbol “INSG.” Number of Stockholders of Record As of February 13, 2026, there were approximately 19 holders of record of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear Ended December 31, 2024 2023 Revenues: Mobile solutions $ 98,930 51.7 % $ 80,498 48.1 % Fixed wireless access solutions 47,649 24.9 54,900 32.8 Product revenues 146,579 76.6 135,398 80.9 Services and other 44,665 23.4 31,888 19.1 Total revenues 191,244 100.0 167,286 100.0 Cost of revenues: Product 115,390 60.3 127,157 76.0 Services and other 7,057 3.7 4,353 2.6 Total cost of revenues 122,447 64.0 131,510 78.6 Gross profit 68,797 36.0 35,776 21.4 Operating costs and expenses: Research and development 20,596 10.8 19,725 11.8 Sales and marketing 15,951 8.3 16,632 9.9 General and administrative 17,240 9.0 15,853 9.5 Depreciation and amortization 12,368 6.5 18,408 11.0 Impairment of capitalized software 927 0.5 1,115 0.7 Total operating costs and expenses 67,082 35.1 71,733 42.9 Operating income (loss) 1,715 (35,957) Other income (expense): Loss on debt restructurings, net (2,851) — Loss on extinguishment of revolving credit facility (788) — Interest expense, net (10,906) (9,086) Other income (expense), net (850) 70 Loss before income taxes (13,680) (44,973) Income tax provision 689 43 Loss from continuing operations, net of tax (14,369) (45,016) Income (Loss) from discontinued operations (net of income tax provision of $1,956 and $841, respectively) 18,941 (1,169) Net income (loss) 4,572 (46,185) Preferred stock dividends (3,269) (2,991) Net income (loss) attributable to common stockholders $ 1,303 $ (49,176) 34 Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Revenues .
Biggest changeYear Ended December 31, 2025 2024 Revenues: Mobile solutions $ 67,928 40.9 % $ 98,930 51.7 % Fixed wireless access solutions 49,751 29.9 47,649 24.9 Product revenues 117,679 70.8 146,579 76.6 Software services and other 48,509 29.2 44,665 23.4 Total revenues 166,188 100.0 191,244 100.0 Cost of revenues: Product 89,523 53.9 115,390 60.3 Software services and other 5,669 3.4 7,057 3.7 Total cost of revenues 95,192 57.3 122,447 64.0 Gross profit 70,996 42.7 68,797 36.0 Operating costs and expenses: Research and development 19,801 11.9 20,596 10.8 Sales and marketing 17,398 10.5 15,951 8.3 General and administrative 20,761 12.5 17,240 9.0 Depreciation and amortization 8,336 5.0 12,368 6.5 Impairment of capitalized software 384 0.2 927 0.5 Total operating costs and expenses 66,680 40.1 67,082 35.1 Operating income 4,316 1,715 Other income (expense): Loss on debt restructurings, net — (2,851) Loss on extinguishment of revolving credit facility — (788) Interest expense (3,771) (10,906) Other income (expense), net 737 (850) Income (loss) before income taxes 1,282 (13,680) Income tax provision 44 689 Income (loss) from continuing operations 1,238 (14,369) Income (Loss) from discontinued operations (net of income tax provision of $400 and $1,956, respectively) (400) 18,941 Net income 838 4,572 Preferred stock dividends (3,574) (3,269) Net income (loss) attributable to common stockholders $ (2,736) $ 1,303 34 Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Revenues .
The cash inflows from continuing operations were primarily related to net cash provided by working capital of $15.5 million and a net loss from continuing operations of $14.4 million that was fully offset by non-cash charges, including depreciation and amortization of $12.5 million, amortization of debt discount and debt issuance costs of $4.4 million, share-based compensation expense of $3.8 million, loss on debt restructurings of $2.9 million, non-cash operating lease expense of $1.0 million, capitalized software impairments of $0.9 million, and a loss on extinguishment of our revolving credit facility of $0.8 million.
The cash inflows from continuing operations were primarily related to net cash provided by working capital of $15.5 million and a net loss from continuing operations of $14.4 million that was fully offset by non-cash charges, including depreciation and amortization of $12.5 million, amortization of debt discount and issuance costs of $4.4 million, share-based compensation expense of $3.8 million, loss on debt restructurings of $2.9 million, non-cash operating lease expense of $1.0 million, capitalized software impairments of $0.9 million, and a loss on extinguishment of our revolving credit facility of $0.8 million.
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.
General and administrative expenses include primarily corporate functions such as accounting, human resources, legal, 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.
Our results are affected by numerous macroeconomic factors including inflation, consumer spending confidence 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.
Our results are affected by numerous macroeconomic factors including inflation, consumer spending confidence, 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.
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.
In order to maintain strong sales relationships, we provide co-marketing, trade show support and product training. We are also engaged in a 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.
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 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 33 unpredictable sales cycles.
Risk Factors” and under the caption “Factors Which May Influence Future Results of Operations” below. Overview Inseego Corp. is a leader in the design and development of cloud-managed wireless wide area network (“WAN”) and intelligent edge solutions.
Risk Factors” and under the caption “Factors Which May Influence Future Results of Operations” below. Overview Inseego is a leader in the design and development of cloud-managed wireless wide area network (“WAN”) and intelligent edge solutions.
These expenses consist primarily of the cost of internal and third-party engineers and technicians who design and test our highly complex products, the procurement 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.
These expenses consist primarily of the cost of internal and third-party engineers and technicians who design and test our highly complex products, the cost 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.
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, the Company’s CODM became its Chief Executive Officer.
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 the Company’s CODM became its Chief Executive Officer (“CEO”).
Inventory Valuation Estimates in the valuation of inventory that involve a significant level of estimation uncertainty include our estimates of excess and obsolete inventory based on forecasts of future demand for our products in inventory.
Inventory Valuation 39 Estimates in the valuation of inventory that involve a significant level of estimation uncertainty include our estimates of excess and obsolete inventory based on forecasts of future demand for our products in inventory.
Other than our forecasts of future demand, there are no assumptions inherent in our estimates in the valuation of inventory that would result in sensitivity of reported amounts to such assumptions. 39
Other than our forecasts of future demand, there are no assumptions inherent in our estimates in the valuation of inventory that would result in sensitivity of reported amounts to such assumptions.
Net cash provided by investing activities during the year ended December 31, 2024 is primarily comprised of cash flows from discontinued operations of $48.1 million related to the divestiture of the Telematics Business, partially offset by $5.0 million in of cash outflows related to the development of software in support of our products and services and $0.1 million of property, plant and equipment purchases.
Net cash provided by investing activities during the year ended December 31, 2024 was primarily comprised of cash flows from discontinued operations of $48.1 million related to the divestiture of the Telematics Business, partially offset by $5.0 million of cash outflows related to the development of software in support of our products and services and $0.1 million of property, plant and equipment purchases.
Contractual Obligations and Commitments As of December 31, 2024, 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 for the purchase of goods and services in the three to four quarters following the balance sheet date.
Contractual Obligations and Commitments As of December 31, 2025, 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 for the purchase of goods and services in the three to four quarters following the balance sheet date.
Upon completion of the sale, which occurred on November 27, 2024, the Purchaser acquired the Company’s fleet management and telematics solutions business (the “Telematics Business”), which had operations in the United Kingdom, the European Union, Australia and New Zealand.
Upon completion of the sale, which occurred on November 27, 2024, the Purchaser acquired the Company’s telematics solutions business (the “Telematics Business”), which had operations in the United Kingdom, the European Union, Australia and New Zealand.
If the inflation rate continues to increase, 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.
If the inflation rate 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.
Business , on September 16, 2024, the Company and its subsidiary Inseego SA (Pty) Ltd (“Seller”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with Light Sabre SPV Limited (which subsequently novated its benefits and obligations under the Purchase Agreement to Ctrack Holdings (the “Purchaser”)), pursuant to which Inseego agreed to sell to the Purchaser the entire issued share capital of the Company’s Inseego International Holdings Limited subsidiary in exchange for approximately $52 million in cash.
Business , on September 16, 2024, the Company and its subsidiary Inseego SA (Pty) Ltd (“Seller”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with Light Sabre SPV Limited (which subsequently novated its benefits and obligations under the Purchase Agreement to Ctrack Holdings (the “Purchaser”)), pursuant to which Inseego agreed to sell to the Purchaser the entire issued share capital of the Company’s Inseego International Holdings Limited subsidiary in exchange for approximately $52.0 million in cash, subject to certain adjustments.
The results of operations related to the divested Telematics Business have been classified as discontinued operations within the Consolidated Statements of Operations and Comprehensive Income for all periods presented within the consolidated 31 financial statements included in Part IV, Item 15 of this Form 10-K.
The results of operations and cash flows related to the divested Telematics Business have been classified as discontinued operations within the Consolidated Statements of Operations and Comprehensive Income and Consolidated Statements of Cash Flows for all periods presented within the consolidated financial statements included in Part IV, Item 15 of this Form 10-K.
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 for external use are recorded when the net realizable value of the asset falls below its carrying value. Operating Results.
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 to be sold are recorded when the net realizable value of the asset falls below its carrying value. Operating Results.
The Company’s decision to divest its Telematics Business was based on a review of the strategic fit of the business with the Company’s North American-centric 5G wireless solutions business and the Company’s previously stated goal to continue to significantly de-leverage its capital structure.
The Company’s decision to divest its Telematics Business was based on a review of the strategic fit of the business with the Company’s North American-centric 5G wireless solutions business and the Company’s previously stated goal to continue to significantly deleverage its capital structure.
Our mobile portfolio is supported by our cloud offering, Inseego Connect for device management, whose revenues are included in Services and Other below. Our Mobile Solutions customer base is primarily comprised of mobile operators. These mobile operators include Verizon Wireless, T-Mobile and U.S. Cellular in the United States, Rogers and Telus in Canada, and various companies in other vertical markets.
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.
Research and development expenses for the year ended December 31, 2024 were $20.6 million, or 10.8% of revenues, compared to $19.7 million, or 11.8% of revenues, for the same period in 2023.
Research and development expenses for the year ended December 31, 2025 were $19.8 million, or 11.9% of revenues, compared to $20.6 million, or 10.8% of revenues, for the same period in 2024.
Services and Other: A substantial majority of our Services and Other revenue comes from providing a SaaS wireless subscriber management solution (Inseego Subscribe) for carrier’s management of their government and complex enterprise customer subscriptions. Services and Other revenue also includes the Company’s above mentioned Inseego Connect offering.
Software Services and Other: A substantial majority of our software services and other 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. Software services and other revenue also includes the Company’s above mentioned Inseego Connect offering.
Our depreciation and amortization expenses primarily include 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 software intended for internal and external use.
Our depreciation and amortization expenses primarily include amortization of capitalized software projects, depreciation on our property, plant, and equipment, 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 on software intended to be sold.
Revenues related to our cloud offerings of Inseego Connect are included within Services and Other below. These devices, sold under the Wavemaker brands, are sold by mobile operators such as T-Mobile, U.S. Cellular and Verizon Wireless along with distribution and channel partners.
Revenues related to our cloud offerings of Inseego Connect are included within Software Services and Other below. These devices, sold under the Wavemaker brand, are sold by mobile operators such as T-Mobile, Verizon Wireless, and AT&T along with distribution and channel partners.
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 wireless subscriber management SaaS solution for carrier’s management of their government and complex enterprise customer subscriptions.
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 Communication Service Provider (“CSP”) subscriber lifecycle management SaaS solution for carriers’ management of their government and complex enterprise customer subscriptions.
General and administrative expenses for the year ended December 31, 2024 were $17.2 million, or 9.0% of revenues, compared to $15.9 million, or 9.5% of revenues, for the same period in 2023.
General and administrative expenses for the year ended December 31, 2025 were $20.8 million, or 12.5% of revenues, compared to $17.2 million, or 9.0% of revenues, for the same period in 2024.
As of December 31, 2024, our future payments under these noncancellable purchase obligations were approximately $44.9 million. • $14.9 million in outstanding principal amount of 2025 Convertible Notes with required interest payments; see Part IV Item 15 Note 6 – Debt ; • $40.9 million in outstanding borrowings under the 2029 Senior Secured Notes; see Part IV Item 15 Note 6 – Debt ; and • Operating lease liabilities that are included on our consolidated balance sheet; see Part IV Item 15 Note 12 – Leases.
As of December 31, 2025, our future payments under these noncancellable purchase obligations were approximately $101.2 million. • $40.9 million in outstanding borrowings under the 2029 Senior Secured Notes; see Part IV Item 15 Note 6 – Debt ; and • Operating lease liabilities that are included on our consolidated balance sheet; see Part IV Item 15 Note 12 – Leases.
The sale of the Telematics Business further supports the Company’s streamlining of its focus and resources on the strongest growth opportunities around its core product offerings.
The sale of the Telematics Business further supports the Company’s streamlining of its focus and resources on what it believes to be the strongest growth opportunities around its core product offerings.
All discussion below relates to the Company’s continuing operations only, which excludes any results related to the divested Telematics Business, unless noted otherwise.
All discussion below relates to the Company’s continuing operations only, which excludes any results related to the divested Telematics Business, unless noted otherwise. Factors Which May Influence Future Results of Operations Revenues.
We believe that our future revenues may be influenced by a number of factors including: • deployment of 5G infrastructure equipment; • adoption of 5G end point products; • competition in the area of 5G technology; • acceptance of our products by new vertical markets; • rate of change to new products; • economic environment and related market conditions; • product pricing; and • changes in technologies.
We also categorize non-recurring engineering services we provide to our customers as software services and other revenue. 32 We believe that our future revenues may be influenced by a number of factors including: • deployment of 5G infrastructure equipment; • adoption of 5G end point products; • competition in the area of 5G technology; • acceptance of our products by new vertical markets; • rate of change to new products; • economic environment and related market conditions; • product pricing; and • changes in technologies.
Sales and marketing expenses. Sales and marketing expenses for the year ended December 31, 2024 were $16.0 million, or 8.3% of revenues, compared to $16.6 million, or 9.9% of revenues, for the same period in 2023.
Sales and marketing expenses. Sales and marketing expenses for the year ended December 31, 2025 were $17.4 million, or 10.5% of revenues, compared to $16.0 million, or 8.3% of revenues, for the same period in 2024.
Depreciation and amortization expenses . Depreciation and amortization expenses for the years ended December 31, 2024 was $12.4 million, or 6.5% of revenues, compared to $18.4 million, or 11.0% of revenues, for the same period in 2023.
Depreciation and amortization expenses for the year ended December 31, 2025 was $8.3 million, or 5.0% of revenues, compared to $12.4 million, or 6.5% of revenues, for the same period in 2024.
While the Company’s liquidity and financial results have had several positive developments recently, as noted above, the Company has a history of operating and net losses and overall usage of cash from operating and investing activities.
While the Company’s liquidity and financial results had several positive developments in 2024 and 2025, the Company has a history of operating and net losses and overall usage of cash from operating and investing activities.
Also included in cost of revenues are costs related to inventory 32 adjustments, as well as any write downs for excess and obsolete inventory and abandoned product lines. Inventory adjustments are impacted primarily by demand for our products, which is influenced by the factors discussed above. Operating Costs and Expenses.
Also included in cost of revenues are costs related to write downs for excess and obsolete inventory and provisions for contract manufacturer liabilities. Inventory adjustments are impacted primarily by demand for our products, which is influenced by the factors discussed above. Operating Costs and Expenses.
Net cash provided by operating activities for the year ended December 31, 2023 is comprised of cash flows from continuing operations of $3.8 million and cash flows from discontinued operations of $2.2 million.
Net cash provided by operating activities for the year ended December 31, 2025 is comprised of cash flows from continuing operations of $8.1 million and cash outflows from discontinued operations of $0.9 million.
The $12.8 million increase in 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 commenced in April 2024. Cost of revenues.
The $3.8 million increase in software services and other revenues is primarily due to increased Inseego Subscribe revenues related to the terms of a two-year service contract with a major customer that was executed in April 2024 and subsequently extended through July 2026. Cost of revenues.
Other income (expense), net. Other income (expense), net for the years ended December 31, 2024 and 2023 was $0.9 million and $0.1 million, respectively. Income tax provision. Income tax provision for the years ended December 31, 2024 and 2023 was a provision of $0.7 million and $0.0 million, respectively.
Other income (expense), net. Other income (expense), net for the years ended December 31, 2025 and 2024 was $0.7 million and $(0.9) million, respectively.
Our 5G products and associated cloud solutions are designed and developed in the U.S. and are used in mission-critical applications requiring the highest levels of security and zero unscheduled downtime. 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.
Our 5G products and associated cloud solutions are designed in the U.S. and are used in networks where internet reliability and security is of the utmost 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.
Historical Cash Flows The following table summarizes our consolidated statements of cash flows for the periods indicated (in thousands): Year Ended December 31, 2024 2023 Operating cash flows from continuing operations $ 26,657 $ 3,750 Operating cash flows from discontinued operations 6,862 2,207 Net cash provided by operating activities 33,519 5,957 Investing cash flows from continuing operations (5,061) (8,336) Investing cash flows from discontinued operations 48,092 (1,833) Net cash provided by (used in) investing activities 43,031 (10,169) Financing cash flows from continuing operations (38,781) 2,211 Financing cash flows from discontinued operations — — Net cash provided by (used in) financing activities (38,781) 2,211 Effect of exchange rates on cash (582) 1,169 Net increase (decrease) in cash, cash equivalents and restricted cash 37,187 (832) Cash, cash equivalents and restricted cash, beginning of period 2,409 3,241 Cash, cash equivalents and restricted cash, end of period $ 39,596 $ 2,409 Operating activities.
Historical Cash Flows The following table summarizes our consolidated statements of cash flows for the periods indicated (in thousands): Year Ended December 31, 2025 2024 Operating cash flows from continuing operations $ 8,103 $ 26,657 Operating cash flows from discontinued operations (908) 6,862 Net cash provided by operating activities 7,195 33,519 Investing cash flows from continuing operations (9,277) (5,061) Investing cash flows from discontinued operations 710 48,092 Net cash provided by (used in) investing activities (8,567) 43,031 Financing cash flows from continuing operations (13,431) (38,781) Financing cash flows from discontinued operations — — Net cash used in financing activities (13,431) (38,781) Effect of exchange rates on cash 93 (582) Net increase (decrease) in cash, cash equivalents and restricted cash (14,710) 37,187 Cash, cash equivalents and restricted cash, beginning of period 39,596 2,409 Cash, cash equivalents and restricted cash, end of period $ 24,886 $ 39,596 Operating activities.
Cost of revenues for the year ended December 31, 2024 was $122.4 million, or 64.0% of revenues, compared to $131.5 million, or 78.6% of revenues, for the same period in 2023.
Cost of revenues for the year ended December 31, 2025 was $95.2 million, or 57.3% of revenues, compared to $122.4 million, or 64.0% of revenues, for the same period in 2024.
All outstanding convertible notes, stock options and RSUs entitling their holders to purchase or obtain or convert into shares of our common stock were adjusted, as required by the terms of these securities. All applicable common share and per share amounts have been retrospectively restated to show the effect of the reverse split.
The Reverse Stock Split did not change the par value of the common stock or the authorized number of shares of common stock. All outstanding convertible notes, stock options and RSUs entitling their holders to purchase or obtain or convert into shares of our common stock were adjusted, as required by the terms of these securities.
In order to effect the restructuring or refinancing of the Company’s obligations, or if 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. 37 Our liquidity could be compromised if there is any interruption in our business operations, a material failure to satisfy our contractual commitments, retention of our key existing customers or a failure to generate revenue from new or existing products.
If 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.
As a result of the Reverse Stock Split, each share of common stock issued and outstanding immediately prior to January 24, 2024 were automatically converted into one-tenth (1/10) of a share of common stock. The Reverse Stock Split did not change the par value of the common stock or the authorized number of shares of common stock.
Reverse Stock Split On January 24, 2024, the Company completed a 1-for-10 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each share of common stock issued and outstanding immediately prior to January 24, 2024 were automatically converted into one-tenth (1/10) of a share of common stock.
Net cash used in investing activities during the year ended December 31, 2023 was primarily comprised of $8.1 million of cash outflows related to the development of software in support of our products and services, $0.2 million of property, plant and equipment purchases, and cash outflows from discontinued operations of $1.8 million. Financing activities.
Investing activities. Net cash used in investing activities during the year ended December 31, 2025 is primarily comprised of $8.6 million of cash outflows related to the development of software in support of our products and services.
These exchanges have significantly improved the Company’s liquidity position. Factors Which May Influence Future Results of Operations 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 Services and Other.
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.
The $7.3 million decrease in Fixed wireless access solutions revenues is primarily due to decreased sales with one of our carrier partners, partially offset by increased sales from our channel program. Services and other.
The $2.1 million increase in fixed wireless access solutions revenues is primarily due to increased sales of current generation of fixed wireless access products to one of our carrier partners that launched during the second quarter of 2025, partially offset by decreased sales in our channel program. Software services and other.
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 Credit Facility (as defined in Note 6 – Debt in the accompanying condensed consolidated financial statements) in April 2024. Interest expense, net.
Loss on debt restructurings, net The $2.9 million net loss on debt restructurings for the year ended December 31, 2024 is a result of the Company’s 2025 Convertible Notes restructurings entered into during 2024 as part of our overall capital structure management efforts, as described below. 36 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.
The following table summarizes operating costs and expenses (dollars in thousands): 35 Year Ended December 31, Change Operating costs and expenses 2024 2023 $ % Research and development $ 20,596 $ 19,725 $ 871 4.4 % Sales and marketing 15,951 16,632 (681) (4.1) General and administrative 17,240 15,853 1,387 8.7 Depreciation and amortization 12,368 18,408 (6,040) (32.8) Impairment of capitalized software 927 1,115 (188) (16.9) Total $ 67,082 $ 71,733 $ (4,651) (6.5) Research and development expenses.
The following table summarizes operating costs and expenses (dollars in thousands): 35 Year Ended December 31, Change Operating costs and expenses 2025 2024 $ % Research and development $ 19,801 $ 20,596 $ (795) (3.9) % Sales and marketing 17,398 15,951 1,447 9.1 % General and administrative 20,761 17,240 3,521 20.4 % Depreciation and amortization 8,336 12,368 (4,032) (32.6) % Impairment of capitalized software 384 927 (543) (58.6) % Total $ 66,680 $ 67,082 $ (402) (0.6) % Research and development expenses.
The increase in research and development expenses was primarily due to fewer research and development projects that were capitalizable during the year ended December 31, 2024, which resulted in a higher percentage of research and development costs being recorded as operating expenses and increased annual incentive bonus accruals for 2024 performance that were not accrued or paid for in 2023, partially offset by lower personnel-related costs as a result of a decrease in overall research and development headcount and a decrease in consulting and outside services in relation to cost reduction efforts.
The decrease in research and development expenses was primarily due to more research and development projects that were capitalizable during the year ended December 31, 2025, which resulted in a less research and development costs being recorded as operating expenses, and decreased annual incentive bonus accruals, partially offset by increased outside services costs and prototype and certification costs related to the Company’s increased development efforts for its next line of products.
Debt Restructurings Throughout the year ended December 31, 2024, the Company entered into a series of repurchase and exchange agreements with various holders of the Company’s 2025 Convertible Notes (as defined below), some of whom were considered related parties of the Company.
The Exchange Agreement provides the Holder with customary registration rights with respect to the Common Shares, pursuant to which, among other things, the Company agreed to file a registration statement with the Securities and Exchange Commission within six months following the Closing Date. 31 Debt Restructurings Throughout the year ended December 31, 2024, the Company entered into a series of repurchase and exchange agreements with various holders of the Company’s 2025 Convertible Notes (as defined below), some of whom were considered related parties of the Company.
The decrease in sales and marketing expenses was primarily due to lower overall sales headcount, partially offset by higher commission expenses as a result of higher revenues. General and administrative expenses.
The increase in sales and marketing expenses was primarily due to increased sales personnel-related compensation costs as a result of an increase in overall sales headcount, partially offset by decreased sales commissions as a result of lower sales and decreased annual incentive bonus accruals. General and administrative expenses.
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. Recent Developments Divestiture of Telematics Business As previously noted in Part I. Item 1.
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 for the year ended December 31, 2024 were $191.2 million, an increase of $24.0 million, or 14.3%, compared to the same period in 2023.
Revenues for the year ended December 31, 2025 were $166.2 million, a decrease of $25.1 million, or 13.1%, compared to the same period in 2024.
Gross profit for the year ended December 31, 2024 was $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. The increase in gross profit is primarily due to higher revenues in 2024 and significant inventory reserves that were recorded in 2023.
Gross profit for the year ended December 31, 2025 was $71.0 million, or a gross margin of 42.7%, compared to $68.8 million, or a gross margin of 36.0%, for the same period in 2024.
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 38 loss from continuing operations of $45.0 million that was offset by non-cash charges, including depreciation and amortization of $18.7 million, excess and obsolete inventory provisions of $9.5 million, share-based compensation expense of $7.0 million, amortization 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 million.
The cash inflows from 38 continuing operations were primarily related to net income from continuing operations of $1.2 million and non-cash charges, including depreciation and amortization of $8.4 million and share-based compensation expense of $7.4 million, partially offset by net cash used for working capital of $7.4 million.
The following table summarizes cost of revenues by category (dollars in thousands): Year Ended December 31, Change Product Category 2024 2023 $ % Product $ 115,390 $ 127,157 $ (11,767) (9.3) % Services and other 7,057 4,353 2,704 62.1 Total $ 122,447 $ 131,510 $ (9,063) (6.9) Product.
The following table summarizes cost of revenues by category (dollars in thousands): Year Ended December 31, Change Product Category 2025 2024 $ % Product $ 89,523 $ 115,390 $ (25,867) (22.4) % Software services and other 5,669 7,057 (1,388) (19.7) Total $ 95,192 $ 122,447 $ (27,255) (22.3) Product.
Income (Loss) from discontinued operations, net of tax Income (Loss) from discontinued operations, net of tax for the years ended December 31, 2024 and 2023 was $18.9 million and $(1.2) million, respectively. The increase was primarily due to the gain on sale recorded upon completion of the divestiture of the Telematics business in 2024. Preferred stock dividends.
The change in income (loss) from discontinued operations is due to the sale of the Telematics Business in November 2024. Preferred stock dividends. During the years ended December 31, 2025 and 2024, we recorded dividends of $3.6 million and $3.3 million, respectively, on our Preferred Stock.
The following table summarizes revenues by category (dollars in thousands): Year Ended December 31, Change Product Category 2024 2023 $ % Mobile solutions $ 98,930 $ 80,498 $ 18,432 22.9 % Fixed wireless access solutions 47,649 54,900 (7,251) (13.2) Product revenues 146,579 135,398 11,181 8.3 Services and other 44,665 31,888 12,777 40.1 Total $ 191,244 $ 167,286 $ 23,958 14.3 Mobile solutions.
The following table summarizes revenues by category (dollars in thousands): Year Ended December 31, Change Product Category 2025 2024 $ % Mobile solutions $ 67,928 $ 98,930 $ (31,002) (31.3) % Fixed wireless access solutions 49,751 47,649 2,102 4.4 Product revenues 117,679 146,579 (28,900) (19.7) Software services and other 48,509 44,665 3,844 8.6 Total $ 166,188 $ 191,244 $ (25,056) (13.1) Mobile solutions.
Additionally, the Company’s new 2029 Senior Secured Notes, which bear interest at 9% payable semi-annually in arrears in May and November, had a principal balance of $40.9 million outstanding as of December 31, 2024.
The Company’s 9.0% senior secured notes due in 2029 (the “2029 Senior Secured Notes”) had a principal balance of $40.9 million as of December 31, 2025 and mature on May 1, 2029.
The following table summarizes other income (expense) (dollars in thousands): Year Ended December 31, Change Other income (expense) 2024 2023 $ % Loss on debt restructurings, net (2,851) — (2,851) * Loss on extinguishment of revolving credit facility (788) — (788) * Interest expense, net (10,906) (9,086) (1,820) 20.0 Other income (expense), net (850) 70 (920) * Total $ (15,395) $ (9,016) $ (6,379) 70.8 * Percentage not meaningful Loss on debt restructurings, net The $2.9 million net loss on debt restructurings for the year ended December 31, 2024 is a result of the Company’s 2025 Convertible Notes restructurings entered into during 2024 as part of our overall capital structure management efforts, as described below.
The following table summarizes other income (expense) (dollars in thousands): Year Ended December 31, Change Other income (expense) 2025 2024 $ % Loss on debt restructurings, net — (2,851) 2,851 * Loss on extinguishment of revolving credit facility — (788) 788 * Interest expense (3,771) (10,906) 7,135 (65.4) % Other income (expense), net 737 (850) 1,587 * Total $ (3,034) $ (15,395) $ 12,361 (80.3) * Percentage not meaningful Interest expense.
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. 33 Results of Operations The following table sets forth our consolidated statements of operations in dollars (in thousands) and expressed as a percentage of revenues, derived from the accompanying consolidated financial statements for the periods indicated.
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 Results of Operations The following table sets forth our consolidated statements of operations in dollars (in thousands) and expressed as a percentage of revenues, derived from the accompanying consolidated financial statements for the periods indicated.
The $18.4 million increase in Mobile solutions revenues is primarily due to increased sales of our premium 5G MiFi at multiple carriers, including a multi-quarter promotional offer at one of our carrier partners. Fixed wireless access solutions.
The $31.0 million decrease in mobile solutions revenues is primarily due to decreased sales with one of our carrier partners due to significant promotional activity in the prior period. Fixed wireless access solutions.
The $2.7 million increase in Services and other cost of revenues is primarily due to increased Inseego Subscribe revenues and the related increase in costs incurred to provide these services. Gross profit.
The $1.4 million decrease in software services and other cost of revenues is primarily due to decreased outside service costs related to Inseego Subscribe revenues, decreased annual incentive bonus accruals, and decreased non-recurring engineering revenues and the related costs of performing those services. Gross profit.
The $1.8 million increase in interest expense, net for the year ended December 31, 2024 over the same period in 2023 was primarily a result of the non-cash amortization of the debt discount and coupon interest on the Short- 36 Term Loan (as defined below) received in June 2024, partially offset by reductions in the principal balance of the 2025 Convertible Notes and voluntary early termination of the Company’s Credit Facility in April 2024.
The $7.1 million decrease in interest expense, net for the year ended December 31, 2025 over the same period in 2024 was primarily a result the Company’s various repurchases and exchanges of the 2025 Convertible Notes (as defined below) that occurred during 2024 and the full repayment of the remaining 2025 Convertible Notes on May 1, 2025, resulting in lower coupon interest, partially offset by interest expense on the Company’s 2029 Senior Secured Notes (as defined below) that were issued in the fourth quarter of 2024.
Net cash provided by financing activities during the year ended December 31, 2023 is primarily comprised of $6.1 million in proceeds from public offerings, partially offset by $3.8 million of cash outflow related to net repayments of our now-terminated revolving credit facility.
Financing activities. Net cash used in financing activities during the year ended December 31, 2025 is primarily comprised of the repayment of the remaining $14.9 million 2025 Convertible Notes principal balance, partially offset by $1.0 million of cash received from exercises of common stock warrants.
The $11.8 million decrease in Product cost of revenues is primarily due to significant inventory reserves and related char ges that were reco rded in 2023, described further below, partially offset by the impact of increased product revenues. Services and other.
The $25.9 million decrease in product cost of revenues is primarily due to decreased product revenues. Software services and other.
The increase in gross profit margin is primarily due to the inventory reserves recorded in 2023 and a larger proportion of higher margin service revenues as a percentage of total revenues and increased margins on the Company’s premium 5G MiFi offerings in 2024 in comparison to the lower margin products offered in the prior year.
The increase in both gross profit and gross margin is primarily due to increased higher margin Inseego Subscribe service and fixed wireless access solutions product revenues, both in total and as a percentage of total revenues, partially offset by decreased mobile solutions product revenues. Operating costs and expenses.
The increase in general and administrative expense was primarily due to an increase in legal and consulting expenses related to our capital structure management efforts, as well as annual incentive bonus accruals for 2024 performance that were not accrued or paid for in 2023, partially offset by a decrease in share-based compensation expense and temporary employment costs as part of cost reduction efforts.
The increase in general and administrative expense was primarily due to an increase in share-based compensation expense related to awards issued to the Company’s CEO who was hired in January 2025, partially offset by decreased annual incentive bonus accruals and a gain on early lease termination recorded during 2025. Depreciation and amortization expenses .
Liquidity and Capital Resources As of December 31, 2024, the Company had available cash and cash equivalents totaling $39.6 million. Subsequent to the restructuring transactions described below, the 2025 Convertible Notes had a principal balance of $14.9 million as of December 31, 2024 that matures on May 1, 2025.
All applicable common share and per share amounts have been retrospectively restated to show the effect of the reverse split. Liquidity and Capital Resources As of December 31, 2025, the Company had available cash and cash equivalents totaling $24.9 million and maintained positive working capital of $15.6 million.
Removed
We also categorize non-recurring engineering services we provide to our customers as Service and Other revenue.
Added
Recent Developments Repurchase of Preferred Stock On January 14, 2026, the Company entered into an Exchange Agreement with the Holder of all of the outstanding shares of the Company’s Preferred Stock.
Removed
In the year ended December 31, 2023 , the Company recorded a write-down of $9.6 million to reflect inventories at net realizable value, in addition to a $1.3 million write-off of capitalized inventory order fees.
Added
Pursuant to the Exchange Agreement, on the Closing Date all of the 25,000 outstanding shares of Preferred Stock, which had a liquidation value of $42 million as of December 31, 2025, were surrendered and forfeited by the Holder in exchange for the following consideration, having an aggregate value of approximately $26 million and representing a discount of approximately 38% to the liquidation value: (i) $10 million in cash, one-third of which was paid on the Closing Date and the balance of which will be paid in two equal installments on the six and twelve month anniversaries of the Closing Date; (ii) 767,165 shares of the Company’s common stock, and (iii) $8 million in additional principal amount of the Company’s existing 2029 Senior Secured Notes.
Removed
Further, management accrued an additional $6.8 million in net charges for contract manufacturing liabilities (whose remaining balance is accrued in the Accrued Expenses and Other Current Liabilities ) related to excess materials at the contract manufacturers’ sites.
Added
The Common Shares and the 2029 Senior Secured Notes were issued to the Holder on the Closing Date.
Removed
All $17.7 million of th ese charges were recorded in cost of product revenues during the year ended December 31, 2023 and thereby negatively impacted gross profit. Management’s analysis was based on new information that became available during 2023, updated sales projections and other dynamics in the market. Operating costs and expenses.
Added
These exchanges have significantly improved the Company’s liquidity position. The remaining 2025 Convertible Notes matured on May 1, 2025, at which time all outstanding principal of $14.9 million and related accrued interest was repaid. Divestiture of Telematics Business As previously noted in Part I. Item 1.
Removed
The decrease in depreciation and amortization expenses was primarily due to lower balances of capitalized software projects and property, plant and equipment during the year ended December 31, 2024 compared to the same period in 2023. Impairment of capitalized software. For the years ended December 31, 2024 and 2023, we recorded impairments of $0.9 million and $1.1 million, respectively.
Added
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.
Removed
During the years ended December 31, 2024 and 2023, we recorded dividends of $3.3 million and $3.0 million, respectively, on our Preferred Stock. Reverse Stock Split On January 24, 2024, the Company completed a 1-for-10 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”).

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThese foreign currencies primarily consist of the Canadian Dollar, South African Rand, British Pound, Euro, and Australian Dollar. For the twelve months ended December 31, 2024, a hypothetical 10% change in these foreign currencies would have increased or decreased our revenue by approximately $1.9 million.
Biggest changeFor the twelve months ended December 31, 2025, a hypothetical 10% change in these foreign currencies would have increased or decreased our revenue by approximately $0.1 million. Actual gains and losses in the future may differ materially from the hypothetical gains and losses discussed above based on changes in the timing and amount of foreign currency exchange rate movements.
For the fiscal year ended December 31, 2024, sales denominated in foreign currencies were approximately 9.8% of total revenue. Our results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates.
For the fiscal year ended December 31, 2025, sales denominated in foreign currencies were approximately 0.9% of total revenue. Our results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates.
Dollar could make our products and services more expensive in foreign countries and therefore reduce demand. A weaker U.S. Dollar could have the opposite effect. Such economic exposure to currency fluctuations is difficult to measure or predict because our sales are also influenced by many other factors.
However, as we have operations in foreign countries, a stronger U.S. Dollar could make our products and services more expensive in foreign countries and therefore reduce demand. A weaker U.S. Dollar could have the opposite effect. Such economic exposure to currency fluctuations is difficult to measure or predict because our sales are also influenced by many other factors.
We record all of our fixed-rate borrowings at amortized cost and therefore, any changes in interest rates do not impact the values that we report for these liabilities on our consolidated financial statements. As of December 31, 2024 and 2023, we had no variable-rate borrowings related to the 2029 Senior Secured Notes or 2025 Convertible Notes.
We record all fixed-rate borrowings at amortized cost and therefore, any changes in interest rates do not impact the values that we report for these senior notes on our consolidated financial statements. As of December 31, 2025 and December 31, 2024, we had no variable-rate borrowings.
Currency Risk Foreign Currency Exchange Risk Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. A majority of our revenue is denominated in U.S. Dollars. However, as we have operations in foreign countries, a stronger U.S.
Significant adverse changes in inflation and prices in the future could result in material losses. Currency Risk Foreign Currency Exchange Risk Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. A majority of our revenue is denominated in U.S. Dollars.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk 2029 Senior Secured Notes, 2025 Convertible Notes and Embedded Derivative Our total fixed-rate borrowings under the 2029 Senior Secured Notes and 2025 Convertible Notes as of December 31, 2024 were $40.9 million and $14.9 million, respectively.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk 2029 Senior Secured Notes The Company’s only fixed-rate borrowings, made under the 2029 Senior Secured Notes, had an outstanding principal balance of $40.9 million as of December 31, 2025.
Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, we may experience an effect if inflation rates continue to rise. Significant adverse changes in inflation and prices in the future could result in material losses.
Inflation Risk Inflationary factors, such as increases in the cost of our materials, supplies, and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, we may experience an effect if inflation rates continue to rise.
Actual gains and losses in the future may differ materially from the hypothetical gains and losses discussed above based on changes in the timing and amount of foreign currency exchange rate movements. Item 8. Financial Statements and Supplementary Data Our consolidated financial statements and the Reports of Independent Registered Public Accounting Firms appear in Part IV of this report.
Item 8. Financial Statements and Supplementary Data Our consolidated financial statements and the Reports of Independent Registered Public Accounting Firms appear in Part IV of this report. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. 40
Removed
The 2025 Convertible Notes include an embedded derivative which was marked to a fair value of zero at both December 31, 2024 and 2023. The fair value inputs to the derivative valuation include dividend yield, term, volatility, stock price, and risk-free rate.
Added
Working Capital Facility We are exposed to interest rate risk associated with fluctuations in interest rates on our Working Capital Facility. As of December 31, 2025, assuming our Working Capital Facility was fully drawn up to the $15.0 million borrowing base, a 1% change in interest rates would result in a $0.2 million change in annualized interest expense.
Removed
Consequently we may incur gains and losses on the derivative as changes occur in the stock price, volatility, and risk-free rate at each reporting period.
Removed
Additional details regarding our 2025 Convertible Notes and the embedded derivative are included in Item IV Part 15 Note 5 – Fair Value Measurements and Note 6 – Debt in this Annual Report on Form 10-K. Inflation Risk Inflationary factors, such as increases in the cost of our materials, supplies, and overhead costs may adversely affect our operating results.
Removed
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.

Other INSG 10-K year-over-year comparisons