Nokia FWA buy and $10M stake reshape Inseego (NASDAQ: INSG)
Filing Impact
Filing Sentiment
Form Type
10-Q
Inseego Corp. reported higher revenue but remained unprofitable in the first quarter of 2026, while executing significant balance sheet and strategic moves.
Total revenues rose to $34.3 million from $31.7 million, driven mainly by fixed wireless access solutions, which grew to $5.3 million, and steady software services at $12.3 million. Gross margin improved slightly to 48.3%.
The company posted an operating loss of $3.6 million and a net loss of $4.5 million. However, a $15.1 million deemed contribution from exchanging all Series E preferred stock for cash, common shares and additional 2029 senior notes turned the quarter into $10.6 million of net income attributable to common stockholders, or $0.65 diluted EPS.
Inseego ended the quarter with $19.3 million in cash, positive operating cash flow of $1.7 million and $48.9 million of 9.0% senior secured notes due 2029. It also agreed to acquire Nokia’s fixed wireless access business for stock, warrants and assumed liabilities, with Nokia able to receive up to $38.0 million in EBITDA sharing and committing to a separate $10.0 million equity investment, underscoring a deeper strategic partnership.
Positive
- Series E preferred stock fully eliminated at a discount: Inseego removed a $42.0 million liquidation preference by exchanging all Series E preferred shares for consideration valued at approximately $26.9 million, recording a $15.1 million deemed contribution that strengthened common equity metrics.
- Strategic Nokia FWA transaction and $10 million equity commitment: The company agreed to buy Nokia’s fixed wireless access business for stock, warrants and assumed liabilities, while Nokia plans a separate $10.0 million cash investment plus warrants, signaling a deep commercial and financial partnership.
- Improved top line and cash generation: Revenue grew 8.4% year over year to $34.3 million, led by fixed wireless access solutions, and Inseego generated $1.7 million of operating cash flow, marking a shift from negative operating cash flow in the prior-year quarter.
Negative
- Core operations still loss-making with stockholders’ deficit: Inseego reported a $4.5 million net loss and a $25.4 million total stockholders’ deficit as of March 31, 2026, indicating continued balance-sheet pressure despite the preferred stock exchange benefit.
- Leverage and purchase commitments remain high: The company carries $48.9 million of 9.0% senior secured notes due 2029 and has approximately $127.1 million of noncancellable purchase obligations, which heighten financial risk if growth or margins weaken.
- Customer concentration and regulatory risk: Two customers represented 53.2% and 33.5% of Q1 2026 revenue, and new FCC restrictions on certain routers could constrain future product updates or redesigns, potentially affecting demand and costs.
Insights
Inseego simplifies its capital stack and adds a strategic Nokia partnership, but core operations remain loss-making.
Inseego exchanged all Series E preferred stock, eliminating a $42.0 million liquidation preference at roughly a 38% discount via $10.0 million cash, 767,165 common shares and $8.0 million of additional 2029 notes. The $15.1 million deemed contribution drove positive EPS despite an underlying net loss.
Leverage remains meaningful with $48.9 million of 9.0% senior secured notes and only $19.3 million cash, though the company generated $1.7 million operating cash flow and has $14.5 million available under its working capital facility. About $127.1 million of noncancellable purchase obligations and heavy customer concentration continue to anchor risk.
The pending acquisition of Nokia’s FWA business and Nokia’s planned $10.0 million equity investment, plus up to $38.0 million in potential negative-EBITDA reimbursement, could reshape scale and product mix if closed as described. Actual impact will depend on integration execution, regulatory conditions and future EBITDA performance disclosed in subsequent periods.
Key Figures
Q1 2026 revenue: $34.3 million
Fixed wireless access revenue: $5.3 million
Net loss: $4.5 million
+5 more
8 metrics
Q1 2026 revenue
$34.3 million
Total revenues for the three months ended March 31, 2026
Fixed wireless access revenue
$5.3 million
Three months ended March 31, 2026; up from $1.9 million in 2025
Net loss
$4.5 million
Net loss for the three months ended March 31, 2026
Net income to common
$10.6 million
Net income attributable to common stockholders in Q1 2026 after $15.1M deemed contribution
Diluted EPS
$0.65 per share
Diluted earnings per share for the three months ended March 31, 2026
Cash and cash equivalents
$19.3 million
Balance as of March 31, 2026
2029 Senior Secured Notes principal
$48.9 million
Outstanding principal amount as of March 31, 2026 at 9.0% interest
Noncancellable purchase obligations
$127.1 million
Future payments under purchase commitments as of March 31, 2026
Key Terms
2029 Senior Secured Notes, Working Capital Facility, Preferred Stock Exchange Agreement, fixed wireless access business, +2 more
6 terms
2029 Senior Secured Notes financial
"the Company issued to multiple noteholders approximately $40.9 million in principal amount of new senior secured notes due in 2029 (the “2029 Senior Secured Notes”)."
Working Capital Facility financial
"provides up to a maximum $15.0 million secured asset-backed revolving credit facility (the “Working Capital Facility”)."
A working capital facility is a short-term loan or credit line a company uses to cover everyday operating needs — for example payroll, inventory purchases, or gaps between paying suppliers and getting paid by customers. Think of it like a business overdraft that smooths cash flow bumps; investors watch it because reliance on this facility shows how healthy a company’s cash flow is, how much interest or fees it pays, and whether borrowing limits or conditions could constrain growth.
Preferred Stock Exchange Agreement financial
"the Company entered into an Exchange Agreement (the “Preferred Stock Exchange Agreement”) with an affiliate of Mubadala Capital"
fixed wireless access business technical
"purchase substantially all of the assets (the “Purchased Assets”) comprising Nokia’s fixed wireless access business (the “Nokia FWA Business”)."
noncancellable purchase obligations financial
"Such commitments are noncancellable (“noncancellable purchase obligations”). As of March 31, 2026, future payments under these noncancellable purchase obligations were approximately $127.1 million."
share-based compensation financial
"Share-based compensation expense | 2,304 | 1,601"
Share-based compensation is when a company pays employees, executives or directors with its own stock or rights to buy stock instead of, or in addition to, cash. Think of it like receiving store gift cards instead of extra paycheck — it can motivate staff to boost the company’s value, but it also increases the number of shares outstanding and can shrink each existing owner’s slice of profits and voting power. Investors watch it because it affects reported earnings, share count and the alignment between management and shareholders.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM | ||||||||
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to .
Commission File Number: 001-38358
| (Exact name of registrant as specified in its charter) | |||||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (858 ) 812-3400
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☒ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of the registrant’s common stock outstanding as of April 30, 2026, was 16,276,707 .
TABLE OF CONTENTS
| Page | ||||||||
PART I—FINANCIAL INFORMATION | ||||||||
| Item 1. | Financial Statements | 3 | ||||||
Condensed Consolidated Balance Sheets (Unaudited) | 3 | |||||||
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) | 4 | |||||||
Condensed Consolidated Statements of Stockholders’ Deficit (Unaudited) | 6 | |||||||
Condensed Consolidated Statements of Cash Flows (Unaudited) | 7 | |||||||
Notes to Condensed Consolidated Financial Statements (Unaudited) | 8 | |||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 21 | ||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 30 | ||||||
| Item 4. | Controls and Procedures | 30 | ||||||
PART II—OTHER INFORMATION | ||||||||
| Item 1. | Legal Proceedings | 32 | ||||||
| Item 1A. | Risk Factors | 32 | ||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 33 | ||||||
| Item 3. | Defaults Upon Senior Securities | 33 | ||||||
| Item 4. | Mine Safety Disclosures | 33 | ||||||
| Item 5. | Other Information | 33 | ||||||
| Item 6. | Exhibits | 34 | ||||||
SIGNATURES | 35 | |||||||
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
INSEEGO CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value, share and per share data)
| March 31, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for expected credit losses of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
Property, plant and equipment, net of accumulated depreciation of $ | |||||||||||
Intangible assets, net of accumulated amortization of $ | |||||||||||
| Goodwill | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term liabilities: | |||||||||||
| Operating lease liabilities | |||||||||||
| Deferred tax liabilities, net | |||||||||||
| 2029 Senior Secured Notes, net | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 9.) | |||||||||||
| Stockholders’ deficit: | |||||||||||
Preferred stock, par value $ | |||||||||||
Preferred stock, par value $ | |||||||||||
Common stock, par value $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ deficit | ( | ( | |||||||||
| Total liabilities and stockholders’ deficit | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements (unaudited).
INSEEGO CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except share and per share data)
(Unaudited)
4
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Mobile solutions | $ | $ | |||||||||||||||||||||
| Fixed wireless access solutions | |||||||||||||||||||||||
| Product | |||||||||||||||||||||||
| Software services and other | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||
| Product | |||||||||||||||||||||||
| Software services and other | |||||||||||||||||||||||
| Total cost of revenues | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Impairment of capitalized software | |||||||||||||||||||||||
| Total operating costs and expenses | |||||||||||||||||||||||
| Operating income (loss) | ( | ( | |||||||||||||||||||||
| Other (expense) income: | |||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Other income (expense), net | |||||||||||||||||||||||
| Income (loss) before income taxes | ( | ( | |||||||||||||||||||||
| Income tax provision (benefit) | |||||||||||||||||||||||
| Income (loss) from continuing operations | ( | ( | |||||||||||||||||||||
Income (loss) from discontinued operations (net of income tax provision (benefit) of $ | ( | ||||||||||||||||||||||
| Net income (loss) | ( | ( | |||||||||||||||||||||
| Preferred stock dividends | ( | ||||||||||||||||||||||
| Preferred stock exchange deemed contribution | |||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | $ | ( | ||||||||||||||||||||
| Per share data: | |||||||||||||||||||||||
| Net earnings (loss) per share | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Continuing operations | $ | $ | ( | ||||||||||||||||||||
| Discontinued operations | ( | ||||||||||||||||||||||
| Basic earnings (loss) per share* | $ | $ | ( | ||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Continuing operations | $ | $ | ( | ||||||||||||||||||||
| Discontinued operations | ( | ||||||||||||||||||||||
| Diluted earnings (loss) per share* | $ | $ | ( | ||||||||||||||||||||
| Weighted-average shares used in computation of net earnings (loss) per share | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ||||||||||||||||||||||
| Comprehensive loss | $ | ( | $ | ( | |||||||||||||||||||
See accompanying notes to condensed consolidated financial statements (unaudited).
5
INSEEGO CORP.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(In thousands)
(Unaudited)
| Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Total Stockholders’ Deficit | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Preferred stock dividends | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Preferred stock exchange | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements (unaudited).
6
INSEEGO CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||||
| (Income) Loss from discontinued operations, net of tax | |||||||||||
| Depreciation and amortization | |||||||||||
| Provision for expected credit losses | ( | ||||||||||
| Impairment of capitalized software | |||||||||||
| Provision for excess and obsolete inventory | |||||||||||
| Share-based compensation expense | |||||||||||
| Amortization of debt discount (premium) and debt issuance costs, net | ( | ( | |||||||||
| Deferred income taxes | |||||||||||
| Non-cash operating lease expense | |||||||||||
| Other | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable | |||||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other assets | |||||||||||
| Accounts payable | ( | ||||||||||
| Accrued expenses and other liabilities | ( | ( | |||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Operating cash flows from continuing operations | ( | ||||||||||
| Operating cash flows from discontinued operations | |||||||||||
| Net cash provided by (used in) operating activities | ( | ||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property, plant and equipment | ( | ( | |||||||||
| Additions to capitalized software development costs and purchases of intangible assets | ( | ( | |||||||||
| Investing cash flows from continuing operations | ( | ( | |||||||||
| Investing cash flows from discontinued operations | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Cash payments as part of preferred stock exchange | ( | ||||||||||
| Proceeds from stock option exercises and employee stock purchase plan, net of taxes | |||||||||||
| Financing cash flows from continuing operations | ( | ||||||||||
| Financing cash flows from discontinued operations | |||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Effect of exchange rates on cash | ( | ( | |||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Cash paid during the year for: | |||||||||||
| Interest | $ | $ | |||||||||
| Income taxes | $ | ( | $ | ||||||||
| Supplemental disclosures of non-cash investing and financing activities: | |||||||||||
| Capital expenditures financed through accounts payable or accrued liabilities | $ | $ | |||||||||
| Fair value of common stock, debt, and cash payables issued as part of preferred stock exchange | $ | $ | |||||||||
| Carrying value of preferred stock removed as part of preferred stock exchange | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements (unaudited).
7
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1. Nature of Business and Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial statements (“Financial Statements”) have been prepared by Inseego Corp. (the “Company”, “we”, “us” or “our”) in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The Financial Statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. These Financial Statements should be read in conjunction with the audited consolidated financial statements and notes as of and for the year ended December 31, 2025, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”).
Segment Information
The Company has one reportable segment. The Company’s Chief Executive Officer (“CEO”), who is also the Chief Operating Decision Maker, does not manage any part of the Company separately, and the allocation of resources and assessment of performance are based solely on the Company’s consolidated operations and financial results.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent liabilities. Actual results could differ materially from these estimates. Estimates are assessed each period and updated to reflect current information. Significant estimates include revenue recognition, capitalized software costs, allowance for credit losses, provision for excess and obsolete inventory, accrued liabilities related to our contract manufacturers, valuation of tangible and intangible long-lived assets, valuation of goodwill, valuation of derivatives, accruals relating to litigation, income taxes and share-based compensation expense.
Reclassifications
Certain amounts recorded in the prior period consolidated financial statements have been reclassified to conform to the current period financial statement presentation. These reclassifications had no effect on previously reported operating results.
8
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Recently Adopted Accounting Pronouncements
In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Accounting Standards Codification Topic 606: Revenue from Contracts with Customers. The practical expedient permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets. The Company adopted ASU 2025‑05 during the first quarter of 2026. The adoption of this guidance did not have an impact on the Company’s financial statements or related disclosures.
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires disclosure on an annual and interim basis, in the notes to the financial statements, of disaggregated information about specific categories underlying certain income statement expense line items. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective basis. The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 updates the recognition and capitalization framework to reflect current software development practices, including iterative and agile methodologies, by removing references to "development stages". It also clarifies the criteria for capitalization, which begins when both of the following occur: (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in ASU 2025-06 are effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods, which for the Company would be the fiscal first quarter ending February 28, 2029. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
In November 2025, the FASB issued ASU No. 2025‑09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. This ASU provides targeted amendments to improve and clarify the application of hedge accounting and better align hedge accounting results with an entity’s risk management activities. The guidance is effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods, with early adoption permitted. The amendments are required to be applied prospectively. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
Note 2. Financial Statement Details
Inventories
Inventories consist of the following (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Finished goods | $ | $ | |||||||||
| Raw materials and components | |||||||||||
| Total inventories | $ | $ | |||||||||
9
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Prepaid expenses and other
Prepaid expenses and other consists of the following (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
Rebate receivables | $ | $ | |||||||||
Receivables from contract manufacturers | |||||||||||
Other | |||||||||||
| Total prepaid expenses and other | $ | $ | |||||||||
Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consist of the following (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Deferred revenue | $ | $ | |||||||||
| Payroll and related expenses | |||||||||||
| Accrued contract manufacturing liabilities | |||||||||||
| Cash payable for preferred stock exchange | |||||||||||
| Operating lease liabilities | |||||||||||
| Royalties | |||||||||||
| Accrued interest | |||||||||||
| Other | |||||||||||
| Total accrued expenses and other current liabilities | $ | $ | |||||||||
Other long-term liabilities
Other long-term liabilities consist of the following (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Long-term deferred revenue | $ | $ | |||||||||
| Other | |||||||||||
| Total other long-term liabilities | $ | $ | |||||||||
As of March 31, 2026, of the $4.0 million long-term deferred revenue balance, $3.8 million relates to performance obligations expected to be satisfied between one and two years, and $0.3 million relates to performance obligations expected to be satisfied between two and three years from March 31, 2026.
10
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 3. Fair Value Measurements
The following table sets forth the fair value of the financial assets and liabilities measured on a recurring basis and indicates the fair value hierarchy utilized to determine such fair value (in thousands):
| March 31, 2026 | |||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||
| Money market funds | |||||||||||||||||||||||
| Total cash equivalents | |||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||
| Money market funds | |||||||||||||||||||||||
| Certificates of deposit | |||||||||||||||||||||||
| Total cash equivalents | |||||||||||||||||||||||
No transfers between levels occurred during the three or three months ended March 31, 2026 or March 31, 2025.
The Company also had an interest make-whole payment derivative liability on its 2025 Convertible Notes (as defined in Note 4 – Debt) that was measured at fair value on a recurring basis prior to the maturity and full repayment of the 2025 Convertible Notes on May 1, 2025. The interest make-whole payment derivative liability was a Level 3 instrument and was valued using a Monte Carlo model.
During the three months ended March 31, 2025, there were no conversions of the 2025 Convertible Notes into shares of the Company’s common stock. There were also no changes in the fair value of the interest make-whole liability during the three months ended March 31, 2025.
Other Financial Instruments
The carrying values of the Company’s other financial assets and liabilities approximate their fair values because of their short-term nature, with the exception of the 2029 Senior Secured Notes (as defined in Note 4 – Debt) and 2025 Convertible Notes. The 2029 Senior Secured Notes and 2025 Convertible Notes are carried at amortized cost, and the 2025 Convertible notes were adjusted for changes in fair value of the embedded interest make-whole payment derivative.
As detailed in Note 7 – Stockholders' Equity (Deficit) below, the additional $8.0 million in 2029 Senior Secured Notes principal and $10.0 million cash payable issued during the three months ended March 31, 2026 as part of the Preferred Stock Exchange Agreement were initially recorded upon issuance at fair value, which were $8.9 million and $9.7 million, respectively. The fair value of both the additional 2029 Senior Secured Notes principal and cash payable were determined based on a discounted cash flow model, which represents a Level 3 measurement. The fair value of the additional 2029 Senior Secured Notes principal was estimated using probability-weighted scenarios which include assumptions that are highly subjective and required judgment regarding significant matters, such as the timing of redemption, amount and timing of future cash flows and an adjusted market yield of 5.29 %. The fair value of the cash payable was estimated using an adjusted market yield of 4.91 %. The use of different assumptions could have a material effect on the fair value estimates.
11
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 4. Debt
Working Capital Facility
On August 5, 2025, the Company entered into a Credit and Security Agreement (the “Working Capital Facility Agreement”) with BMO Bank N.A. (“BMO”) that provides up to a maximum $15.0 million secured asset-backed revolving credit facility (the “Working Capital Facility”). The facility matures on August 5, 2028 and contains certain financial and non-financial covenants. The Company was in compliance with all covenants under the Working Capital Facility Agreement as of March 31, 2026.
Obligations under the Working Capital Facility are secured by a continuing security interest in substantially all property of Inseego Corp. and certain of its subsidiaries, subject to customary exclusions. Availability under the Working Capital Facility is determined monthly as the excess of a borrowing base (“Borrowing Base”), comprised of a percentage of eligible accounts receivable and eligible inventory, over the total loans outstanding under the Working Capital Facility. If the aggregate outstanding amount of the Working Capital Facility exceeds the Borrowing Base at any time, the excess amount shall be payable on demand by BMO.
Priority of the obligations of the Company with respect to the Working Capital Facility is senior to the priority of the obligations of the Company with respect to the 2029 Senior Secured Notes on the assets of the Company which constitute current assets and junior to the priority to the obligations of the company with respect to the 2029 Senior Secured Notes on the assets of which company which are not current assets, as set forth in the Working Capital Facility Agreement. The Working Capital Facility contains customary events of default, including a cross-default and cross-payment default for certain indebtedness in an aggregate principal amount in excess of $1.0 million and a cross-default for certain termination events under Swap Contracts with a termination value (determined in accordance with the terms of the Working Capital Facility Agreement) in excess of $1.0 million, as set forth in the Working Capital Facility Agreement.
Loans made under the Working Capital Facility bear interest at a Term Secured Overnight Financing Rate (“SOFR”), as defined in the Working Capital Facility Agreement, plus an applicable margin ranging from 1.00 -2.50 %, subject to certain exceptions. Interest on loans made under the Working Capital Facility are paid in cash, in arrears, on a semi-annual basis.
As of March 31, 2026 and December 31, 2025, there were no 14.5
2029 Senior Secured Notes
On November 6, 2024, the Company issued to multiple noteholders approximately $40.9 million in principal amount of new senior secured notes due in 2029 (the “2029 Senior Secured Notes”). The 2029 Senior Secured Notes bear interest at 9.0 % per annum, to be paid in cash, in arrears, on a semi-annual basis, and have a maturity date of May 1, 2029. The Company may, subject to certain provisions, issue additional principal amounts of the 2029 Senior Secured Notes with the same terms as the notes issued on November 6, 2024, with the exception of the first date on which interest expense begins to accrue.
The 2029 Senior Secured Notes are secured by a first priority lien on substantially all of the Company’s assets. The Company may redeem all or part of the 2029 Senior Secured Notes at any time prior to May 1, 2029 at a redemption price equal to 100 % of the principal amount of the 2029 Senior Secured Notes to be redeemed, plus the present value of the sum of all required interest payments from such redemption date through May 1, 2029 at such redemption date, plus accrued and unpaid interest on such 2029 Senior Secured Notes to, but excluding, the redemption date.
On January 14, 2026, as part of the exchange of its outstanding preferred stock, which is discussed in further detail in Note 7 – Stockholders' Equity (Deficit), the Company issued an additional $8.0 million in principal amount of 2029 Senior Secured Notes.
As of March 31, 2026, $48.9 million of principal of the 2029 Senior Secured Notes was outstanding, $31.8 million of which was held by related parties.
12
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The 2029 Senior Secured Notes, net consists of the following (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Principal gross amount | $ | $ | |||||||||
| Add: unamortized debt premium | |||||||||||
| Less: unamortized issuance costs | ( | ( | |||||||||
| Net carrying amount | $ | $ | |||||||||
2025 Convertible Notes
In 2020, the Company completed both a registered public offering and a privately negotiated exchange agreement that resulted in the issuance of 3.25 % convertible senior notes due in 2025 (the “2025 Convertible Notes”).
The 2025 Convertible Notes matured on May 1, 2025. The 2025 Convertible Notes were senior unsecured obligations of the Company and bore interest at an annual rate of 3.25 %, which was payable semi-annually in arrears on May 1 and November 1 of each year.
The 2025 Convertible Notes matured on May 1, 2025, at which time all outstanding principal of $14.9 million and related accrued interest was repaid.
Interest Expense, Summary
The following table sets forth total interest expense, annualized effective interest rate, and interest expense related to related parties, if applicable, for each of the debt instruments detailed above (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| 2029 Senior Secured Notes | |||||||||||||||||||||||
| Contractual interest expense | $ | $ | |||||||||||||||||||||
| Amortization of debt issuance costs | |||||||||||||||||||||||
| Amortization of debt discount/(premium) | ( | ( | |||||||||||||||||||||
| Total interest expense | $ | $ | |||||||||||||||||||||
| Related party interest expense | $ | $ | |||||||||||||||||||||
| Working Capital Facility | |||||||||||||||||||||||
| Contractual interest expense | |||||||||||||||||||||||
| Amortization of debt issuance costs | |||||||||||||||||||||||
| Total interest expense | $ | $ | |||||||||||||||||||||
| 2025 Convertible Notes | |||||||||||||||||||||||
| Contractual interest expense | $ | $ | |||||||||||||||||||||
| Amortization of debt issuance costs | |||||||||||||||||||||||
| Amortization of debt discount/(premium) | |||||||||||||||||||||||
| Total interest expense | $ | $ | |||||||||||||||||||||
| Other interest expense | $ | $ | |||||||||||||||||||||
| Consolidated interest expense | $ | $ | |||||||||||||||||||||
The annualized effective interest rate, including the impact of non-cash interest expense, for the 2029 Senior Secured Notes for the three months ended March 31, 2026 was 8.0 %. The annualized effective interest rates, including the impact of non-cash interest expense, for the 2029 Senior Secured Notes and 2025 Convertible Notes for the three months ended March 31, 2025 was 8.5 % and 4.1 %, respectively.
13
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 5. Share-based Compensation
During the three months ended March 31, 2026 and 2025, the Company granted awards under the 2018 Omnibus Incentive Compensation Plan, previously named the Amended and Restated 2009 Omnibus Incentive Compensation Plan (the “2018 Plan”), and the 2015 Incentive Compensation Plan (the “2015 Plan”). The Compensation Committee of the Board of Directors administers the plans. Under the 2018 Plan, shares of common stock may be issued upon the exercise of stock options, in the form of restricted stock, or in settlement of restricted stock units (“RSUs”) or other awards, including awards with alternative vesting schedules such as performance-based criteria. The 2018 Plan authorizes 5,775,308 shares, of which 1,603,739 remain available for future grants as of March 31, 2026.
The following table presents total share-based compensation expense within each functional line item on the condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025 (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Cost of revenues | $ | $ | |||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
Stock Options
The Compensation Committee of the Board of Directors determines eligibility, vesting schedules and exercise prices for stock options granted. The Company generally uses the Black-Scholes option pricing model to estimate the fair value of its stock options, which generally only include time-based vesting requirements. Stock options generally have a term of ten years and vest over a three to four-year period.
The following table summarizes the Company’s stock option activity for the three months ended March 31, 2026:
| Outstanding — December 31, 2025 | |||||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||
| Canceled | ( | ||||||||||||||||||||||
| Outstanding — March 31, 2026 | |||||||||||||||||||||||
| Exercisable — March 31, 2026 | |||||||||||||||||||||||
During the three months ended March 31, 2025, the Company granted stock options to the CEO in connection with his hiring on January 6, 2025. These stock options contain a requirement that in order to be exercisable, the Company’s closing stock price must exceed the exercise price of the awards for 20 of the 30 trading-days immediately prior to the requested exercise date. The Company granted a total of 850,000 of these options to the CEO at a weighted average exercise price of $18.46 . The total grant-date fair value of the options was $6.7 million and will be expensed over the four-year vesting term of the awards.
These options granted to the Company’s CEO were valued using a Monte Carlo simulation model. The following table details the key assumptions utilized in the Monte Carlo simulation model used to calculate the grant-date fair value of the awards:
14
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
| January 6, 2025 | |||||
| Valuation date stock price | $ | ||||
| Simulation term (years) | |||||
| Risk-free interest rate | % | ||||
| Volatility | % | ||||
| Expected dividend yield | % | ||||
At March 31, 2026, total unrecognized compensation expense related to stock options was $6.2 million, which is expected to be recognized over a weighted-average period of 2.94 years.
Restricted Stock Units
Pursuant to the 2018 Plan and the 2015 Plan, the Company may issue RSUs that, upon satisfaction of vesting conditions, allow recipients to receive common stock. Issuances of such awards reduce common stock available under the 2018 Plan and 2015 Plan for stock incentive awards. The Company measures compensation cost associated with grants of RSUs at fair value, which is generally the closing price of the Company’s stock on the date of grant. RSUs generally vest over a three- to four-year period.
The following table summarizes the Company’s RSU activity for the three months ended March 31, 2026:
| Non-vested — December 31, 2025 | |||||
| Granted | |||||
| Vested | ( | ||||
| Forfeited | ( | ||||
| Non-vested — March 31, 2026 | |||||
During the three months ended March 31, 2025, the Company granted RSUs to the CEO in connection with his hiring on January 6, 2025. The Company granted the CEO 124,347 RSUs that contain a time-based vesting requirement (“Time-based CEO RSUs”) with a total grant-date fair value of $1.4 million that vest over four years . The Company also granted the CEO RSUs that contain a market-based vesting condition in addition to a time-based vesting requirement (“Market-based CEO RSUs”). The Company granted 167,910 of these Market-based CEO RSUs with a total grant-date fair value of $3.2 million that will be expensed over the three-year vesting term of the awards. The actual number of shares to be issued upon completion of the time-based vesting requirement of the Market-based CEO RSUs is dependent upon the Company’s share price performance relative to the total shareholder return of Russell Microcap Index (“rTSR”) over the vesting period, ranging from 0 % to 200 % of the number of market-based RSUs granted. The following table details the key assumptions utilized in the Monte Carlo simulation model used to calculate the grant-date fair value of the Market-based CEO RSUs:
| January 6, 2025 | |||||
| Valuation date stock price | $ | ||||
| Simulation term (years) | |||||
| Risk-free interest rate | % | ||||
| Volatility | % | ||||
| Expected dividend yield | % | ||||
| Correlation coefficient | |||||
At March 31, 2026, total unrecognized compensation expense related to RSUs, including the RSUs with a market based condition discussed above, was $13.2 million, which is expected to be recognized over a weighted-average period of 2.85 years.
Note 6. Earnings (Loss) per Share
Basic earnings (loss) per share (“EPS”) excludes dilution and is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock
15
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
using the treasury stock method. Potentially dilutive securities (consisting primarily of the 2025 Convertible Notes calculated using the if-converted method and warrants, stock options and RSUs calculated using the treasury stock method) are excluded from the diluted EPS computation in loss periods and when their effect would be anti-dilutive.
| Income/(Loss) (Numerator) | Shares (Denominator) | Per-Share Amount* | |||||||||||||||
| For the three months ended March 31, 2026 | |||||||||||||||||
| Basic EPS | |||||||||||||||||
| Net income (loss) | $ | ( | |||||||||||||||
| Add: preferred stock exchange deemed contribution | |||||||||||||||||
| Income (loss) attributable to common stockholders | $ | $ | |||||||||||||||
| Diluted EPS | |||||||||||||||||
| Income (loss) attributable to common stockholders | $ | ||||||||||||||||
| Effect of dilutive stock options and unvested restricted stock | |||||||||||||||||
| Diluted EPS | $ | $ | |||||||||||||||
| For the three months ended March 31, 2025 | |||||||||||||||||
| Basic and Diluted EPS | |||||||||||||||||
| Income (Loss) from continuing operations | $ | ( | |||||||||||||||
| Less: preferred stock dividends | ( | ||||||||||||||||
| Income (loss) from continuing operations attributable to common stockholders | ( | $ | ( | ||||||||||||||
| Income from discontinued operations, net of tax | ( | $ | ( | ||||||||||||||
| Income (loss) attributable to common stockholders | $ | ( | $ | ( | |||||||||||||
(*) Rounding may affect summation.
The following is a summary of outstanding anti-dilutive potential shares of common stock that have been excluded from diluted net loss per share attributable to common stockholders because their inclusion would have been anti-dilutive as of March 31, 2026 and 2025 (in thousands):
| As of March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Common stock warrants | |||||||||||
| Stock options | |||||||||||
| Restricted stock units | |||||||||||
| Employee stock purchase plan | |||||||||||
| 2025 Convertible Notes | |||||||||||
| Total | |||||||||||
Note 7. Stockholders' Equity (Deficit)
Warrants
The Company has outstanding warrants to purchase shares of its common stock that were issued in prior periods. The terms and conditions of these warrants, including exercise prices, contractual lives, and settlement provisions, are described in detail in Note 8. Stockholders’ Equity (Deficit) to the Company’s consolidated financial statements included in its Annual Report on Form 10‑K for the year ended December 31, 2025.
The warrants are classified as equity instruments as they are indexed to the Company’s own stock and meet the criteria for equity classification under applicable accounting guidance. Accordingly, the warrants are not remeasured at fair value subsequent to issuance.
16
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following table summarizes warrant activity for the three months ended March 31, 2026 and 2025:
| Warrants | Weighted-Average Exercise Price | Weighted-Average Remaining Term (Years) | |||||||||||||||
| Outstanding — December 31, 2024 | $ | ||||||||||||||||
| Outstanding — March 31, 2025 | $ | ||||||||||||||||
| Outstanding — December 31, 2025 | $ | ||||||||||||||||
| Outstanding — March 31, 2026 | $ | ||||||||||||||||
Preferred Stock
The Company has a total of 2,000,000 shares of preferred stock authorized for issuance at a par value of $0.001 per share, 150,000 of which have been designated Series D Preferred Stock and 39,500 of which have been designated Series E Preferred Stock. As of December 31, 2025, the Company had 25,000
On January 14, 2026 (the “Preferred Stock Exchange Closing Date”), the Company entered into an Exchange Agreement (the “Preferred Stock Exchange Agreement”) with an affiliate of Mubadala Capital (the “Preferred Stock Holder”), which held all 25,000 outstanding shares of the Company’s Series E Preferred Stock.
Pursuant to the Preferred Stock Exchange Agreement, on the Preferred Stock Exchange Closing Date all of the outstanding shares of Series E Preferred Stock, which had a liquidation value of $42.0 million as of December 31, 2025, were surrendered and forfeited by the Preferred Stock Holder in exchange for $10.0 million in cash, one-third of which was paid on the Preferred Stock Exchange Closing Date and the balance of which will be paid in two equal installments on the six and twelve month anniversaries of the Preferred Stock Exchange Closing Date, 767,165 shares of the Company’s common stock, and $8.0 million in additional principal amount of the Company’s existing 9.0 % 2029 Senior Secured Notes. The shares of common stock and 2029 Senior Secured Notes were issued to the Preferred Stock Holder on the Preferred Stock Exchange Closing Date.
The 2029 Senior Secured Notes principal, common stock, and cash payable issued to the Preferred Stock Holder as part of the Preferred Stock Exchange Agreement were all recorded at cumulative fair value of $26.9 million. The 2029 Senior Secured Noted principal was determined to have a fair value of $8.9 million. The resulting $0.9 million premium is included in the value of the 2029 Senior Secured Notes on the condensed consolidated balance sheet and will be amortized over the term of the 2029 Senior Secured Notes as a reduction to interest expense. The fair value of the common stock, based on the closing price of the Company’s common stock on the issuance date, was $8.2 million and was recorded within stockholders’ equity on the condensed consolidated balance sheet. The fair value of the $10.0 million cash payable was determined to be $9.7 million and was recorded initially within accrued expenses and other current liabilities on the condensed consolidated balance sheet. The $0.3 million difference between the total cash payable and its fair value will be amortized to interest expense over the 12-month total repayment period.
The total liquidation preference of the outstanding preferred stock, which was $42.0 million at the time of the Preferred Stock Exchange Closing Date, was removed from stockholder’s equity as a result of the exchange. The $15.1 million difference between the $42.0 million liquidation preference and the $26.9 million cumulative fair value of the exchange consideration was recorded as a deemed contribution within accumulated deficit on the condensed consolidated statements of stockholders’ deficit.
Subsequent to the Preferred Stock Exchange Agreement, the Company no longer has any outstanding preferred stock.
Note 8. Segment, Geographic, and Concentrations of Risk Information
Segment Information
17
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
As previously detailed in Note 1 – Nature of Business and Significant Accounting Policies, the Company operates as one reportable segment. As of March 31, 2026, the Company’s CODM was its CEO. The Company’s CODM does not 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. The accounting policies of our single reportable segment are the same as those described in Note 1 – Nature of Business and Significant Accounting Policies.
The CODM uses net income (loss) in evaluating the performance of our single reportable segment and determining how to allocate resources of the Company as a whole, including investing in our products, services and customers. As the Company only has one reportable segment, the measure of segment assets is reported on the balance sheet as total consolidated assets.
The following table details the revenues, significant expenses and other segment items regularly provided to the CODM:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Revenues | $ | $ | |||||||||||||||||||||
| Less: | |||||||||||||||||||||||
Adjusted cost of revenues (1) | |||||||||||||||||||||||
Adjusted research and development (2) | |||||||||||||||||||||||
Adjusted sales and marketing (2) | |||||||||||||||||||||||
Adjusted general and administrative (3) | |||||||||||||||||||||||
Adjusted depreciation and amortization (4) | |||||||||||||||||||||||
| Capitalizable software development expenditures | |||||||||||||||||||||||
| Capitalized software development expenditures | ( | ( | |||||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||
| Amortization of purchased intangible assets related to business combinations | |||||||||||||||||||||||
| Impairment of capitalized software | |||||||||||||||||||||||
| Non‑recurring transaction‑related costs | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Other (income) expense, net | ( | ( | |||||||||||||||||||||
| Income tax provision (benefit) | |||||||||||||||||||||||
| Segment net income (loss) | $ | ( | $ | ( | |||||||||||||||||||
| Reconciliation of profit or loss | |||||||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | ( | ||||||||||||||||||||||
| Consolidated net income (loss) | $ | ( | $ | ( | |||||||||||||||||||
| (1) Excludes any share-based compensation expense. | |||||||||||||||||||||||
| (2) Excludes any depreciation and amortization or share-based compensation expense. | |||||||||||||||||||||||
| (3) Excludes any depreciation and amortization, share-based compensation expense, right-of-use asset impairments, gain on early lease terminations, or debt restructuring costs. | |||||||||||||||||||||||
| (4) Excludes amortization of purchased intangible assets. | |||||||||||||||||||||||
Geographic Information
The following table details the Company’s revenues by geographic region based on shipping destination (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| United States and Canada | $ | $ | |||||||||||||||||||||
| Europe (including United Kingdom) | $ | $ | |||||||||||||||||||||
| Australia | $ | $ | |||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
18
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Substantially all of the Company’s long-term assets are located within the United States.
Concentrations of Credit Risk
Customer Concentrations
For the three months ended March 31, 2026, two customers accounted for 53.2 % and 33.5 % of revenues, respectively. For the three months ended March 31, 2025, two customers accounted for 54.6 % and 35.1 % of revenues, respectively.
As of March 31, 2026, three customers accounted for 49.1 %, 23.4 %, and 16.7 % of accounts receivable, net, respectively. As of December 31, 2025, two customers accounted for 45.6 % and 31.4 % of accounts receivable, net, respectively.
Concentrations in the Available Sources of Supply of Materials and Product
Our services use hardware and software from various third parties, some of which are procured from single suppliers. For example, our MiFi mobile hotspots and fixed wireless access devices rely substantially on chipsets from Qualcomm. From time to time, certain components used in our products or solutions have been in short supply or their anticipated commercial introduction has been delayed or their availability has been interrupted for reasons outside our control.
Note 9. Commitments and Contingencies
Noncancellable Purchase Obligations
The Company typically enters into commitments with its contract manufacturers and other vendors that require future purchases of goods or services in the three to four quarters following the balance sheet date. Such commitments are noncancellable (“noncancellable purchase obligations”). As of March 31, 2026, future payments under these noncancellable purchase obligations were approximately $127.1 million.
Legal
The Company is, from time to time, party to various legal proceedings arising in the ordinary course of business. The Company is regularly required to directly or indirectly participate in other U.S. patent infringement actions pursuant to its contractual indemnification obligations to certain customers. Based on an evaluation of these matters the Company currently believes that liabilities arising from, or sums paid in settlement of these existing matters, if any, would not have a material adverse effect on its consolidated results of operations or financial condition.
Indemnification
In the normal course of business, the Company periodically enters into agreements that require the Company to indemnify and defend its customers for, among other things, claims alleging that the Company’s products infringe upon third-party patents or other intellectual property rights. The Company’s maximum exposure under these indemnification provisions cannot be estimated but the Company does not believe that there are any matters individually or collectively that would have a material adverse effect on its consolidated results of operations or financial condition.
Note 10. Income Taxes
Income tax expense was less than $1.0 million for both the three months ended March 31, 2026 and March 31, 2025, consisting primarily of foreign income taxes at certain of the Company’s international entities and state taxes for its U.S.-based entities. The Company’s income tax expense differs from the expected expense based on statutory rates primarily due to full valuation allowances at all of its U.S.-based entities.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law which, among other things, provided a permanent extension of certain tax measures initially established under the 2017 Tax Cuts and Jobs Act, which were set to expire at the end of 2025, and modified tax legislation affecting bonus depreciation rules and the tax treatment of research and development expenses and interest deductions. Specifically, the OBBBA provides for 100% bonus depreciation and eliminates the requirement under Internal Revenue Code Section 174 to capitalize and amortize U.S. based research and experimental expenditures over five years, making these expenditures fully deductible in the period incurred beginning after 2024. The Company currently does not expect the OBBBA to have a material impact to our effective tax for 2026.
19
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 11. Subsequent Events
Asset Purchase Agreement with Nokia
On April 30, 2026, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Nokia Solutions and Networks Oy (“Nokia”), pursuant to which Inseego has agreed to purchase substantially all of the assets (the “Purchased Assets”) comprising Nokia’s fixed wireless access business (the “Nokia FWA Business”). Under the Purchase Agreement and subject to the terms and conditions set forth therein, at the closing (the “Closing”) of the transactions contemplated by the Purchase Agreement (collectively, the “Transaction”), Inseego will purchase the Purchased Assets from Nokia for a purchase price consisting of (i) 1,163,693 shares (the “Shares”) of Inseego’s common stock (“Common Stock”), (ii) warrants to purchase an aggregate of 521,139 shares of Common Stock, at an exercise price of $12.89 per share and (iii) the assumption of certain liabilities relating to the Nokia FWA Business (the “Transaction”). The warrants will be exercisable for a period of four years following the Closing and will be exercisable on a cash basis.
The Purchase Agreement contains customary representations, warranties and indemnities made or given by each of Nokia and Inseego. The Purchase Agreement also contains customary covenants of the parties, including covenants relating to the conduct of the Nokia FWA Business prior to closing, efforts to obtain required consents and approvals, and other matters. Nokia, on behalf of itself and its affiliates, has agreed that for a period of three years after the Closing (the “Restricted Period”) it will not, anywhere in the world, engage in any business that develops, produces or sells certain fixed wireless access products and devices sold by the Nokia FWA Business, subject to certain exceptions. In addition, Nokia has agreed that if during the Restricted Period it determines that it intends to solicit proposals from, or to enter into negotiations with, any third party for the development of any product or device featuring upstream connectivity with both wired and cellular radio access and use products or technology comprising part of the Purchased Assets, Nokia will provide Inseego with a right of first offer to provide such products.
In addition, pursuant to the Purchase Agreement, Nokia has agreed that if the EBITDA (as defined in the Purchase Agreement) of the Nokia FWA Business for the first 12 months following the Closing is negative, Nokia will reimburse Inseego on a quarterly basis by the amount of such negative EBITDA, capped at an aggregate total payment of $38.0 million, subject to certain limitations. Additionally, for the next 24 months after the initial 12-month period after Closing, Inseego has agreed to pay to Nokia a portion of the EBITDA profits generated by the Nokia FWA Business, if any, ranging from 0 % to 50 %, dependent upon the Nokia FWA Business achieving certain revenue thresholds.
The Purchase Agreement is subject to customary closing conditions and termination rights of the parties, including the right of either party to terminate the Purchase Agreement if the Closing has not occurred by January 15, 2027, subject to Inseego’s right to extend such date by up to three months if certain deliverables have not been provided.
Nokia Investment in Inseego
On April 30, 2026, Inseego and Nokia also entered into a Subscription Agreement (the “Subscription Agreement”), pursuant to which, subject to the terms and conditions contained therein (including the Closing occurring), at the Closing, Nokia will invest $10.0 million in cash in Inseego, for which it will receive 775,795 shares of Common Stock and warrants to purchase an aggregate of 260,569 shares of Common Stock, at an exercise price of $12.89 per share and otherwise in the same form as the warrants to be issued pursuant to the terms of the Purchase Agreement, except that such warrants will be exercisable for cash or on a cashless exercise basis.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward Looking Statements
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You should not place undue reliance on these statements. These forward-looking statements include, without limitation, statements that reflect the views of our senior management with respect to our current expectations, assumptions, estimates and projections about Inseego Corp. (the “Company” or “Inseego”) and our industry. These forward-looking statements speak only as of the date of this report. We disclaim any undertaking to publicly update or revise any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Statements that include the words “may,” “could,” “should,” “would,” “estimate,” “anticipate,” “believe,” “expect,” “preliminary,” “intend,” “plan,” “project,” “outlook,” “will” and similar words and phrases identify forward-looking statements (although not all forward-looking statements contain these words). Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified; therefore, our actual results may differ materially from those anticipated in these forward-looking statements as of the date of this report. We believe that these factors include those related to:
•our dependence on a small number of customers for a substantial portion of our revenues;
•our ability to compete in the market for wireless broadband data access products, wireless modem products, and telematics products and services;
•our ability to successfully develop and introduce new products and services;
•the pace of 5G wireless network rollouts globally and their adoption by customers;
•our ability to attract new customers and retain existing customers;
•our dependence on wireless telecommunication operators delivering acceptable wireless services;
•our ability to develop sales channels and to onboard and execute successfully with channel partners;
•our ability to develop and expand into new markets;
•our ability to properly manage the growth of our business to avoid significant strains on our management and operations and disruptions to our business;
•our reliance on contract manufacturers and third parties to manufacture our products;
•our contract manufacturers’ ability to secure necessary supply to build our devices;
•increases in costs, disruption of supply and/or the shortage of semiconductors or other key components of our products;
•our ability to accurately forecast customer demand and order the manufacture and timely delivery of sufficient product quantities;
•our reliance on sole source suppliers for some products and devices used in our solutions;
•our ability to be cost competitive while meeting time-to-market requirements for our customers;
•our ability to meet the product performance needs of our customers in mobile broadband and fixed wireless access markets;
•our ability to make successful investments in research and development;
•our ability to introduce and sell new products that comply with current and evolving industry standards and government regulations such as the evolving 5G New Radio (“5G NR”) price and performance standards;
•our pending acquisition of Nokia’s fixed wireless access business;
•the impact of laws and regulations on our business, including the adoption of new regulations;
•our ability to mitigate the impact of trade restrictions, tariffs, or other government-imposed sanctions;
•the continuing impact of uncertain global economic conditions on the demand for our products;
•the impact of geopolitical instability on our business;
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•our ability to make payments on or to refinance our indebtedness;
•the outcome of any pending or future litigation, including intellectual property litigation;
•our continued ability to license necessary third-party technology for the development and sale of our solutions;
•the introduction of new products that could contain errors or defects;
•our ability to hire, retain and manage qualified personnel to maintain and expand our business;
•infringement claims with respect to intellectual property contained in our solutions;
•conducting business abroad, including foreign currency risks; and
•the impact of high rates of inflation and rising interest rates.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this and other reports we file with or furnish to the Securities and Exchange Commission (“SEC”), including the information in “Item 1A. Risk Factors” included in Part I of our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”). If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. As used in this report on Form 10-Q, unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company” and “Inseego” refer to Inseego Corp., a Delaware corporation, and its wholly-owned subsidiaries.
Trademarks
“Inseego”, the “Inseego logo”, “MiFi”, “Skyus”, “Inseego Connect”, “Inseego Subscribe” and “Inseego Wavemaker” are trademarks or registered trademarks of Inseego and its subsidiaries. Other trademarks, trade names or service marks used in this report are the property of their respective owners.
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The following information should be read in conjunction with the condensed consolidated financial statements and the accompanying notes included in Part I, Item 1 of this report, as well as the annual consolidated financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2025, contained in our Form 10-K.
Business Overview
Inseego is a leader in the design and development of cloud-managed wireless wide area network (“WAN”) and intelligent edge solutions. Our 5G WAN portfolio is comprised of secure and high-performance mobile broadband and fixed wireless access (“FWA”) solutions with associated cloud solutions for real time WAN visibility, monitoring, automation and control with centralized orchestration of network functions. These devices are specifically built for the carrier, enterprise and small and medium business (“SMB”) market segments with a focus on performance, scalability, quality and enterprise grade security. We also provide a Communication Service Provider (“CSP”) subscriber lifecycle management SaaS solution for carriers’ management of their government and complex enterprise customer subscriptions.
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.
Inseego is at the forefront of providing high speed broadband through state-of-the-art 5G products and services to keep enterprise and SMB customers seamlessly connected. With multiple first-to-market innovations through several generations of 4G and 5G technologies, Inseego has been advancing wireless WAN technology and driving industry transformations for over 30 years.
Recent Developments
Repurchase of Preferred Stock
On January 14, 2026 (the “Preferred Stock Exchange Closing Date’), the Company entered into an Exchange Agreement (the “Preferred Stock Exchange Agreement”) with an affiliate of Mubadala Capital (the “Preferred Stock Holder”), which held all 25,000 outstanding shares of the Company’s Fixed-Rate Cumulative Perpetual Preferred Stock, Series E (the “Series E Preferred Stock”).
Pursuant to the Preferred Stock Exchange Agreement, on the Preferred Stock Exchange Closing Date all of the outstanding shares of Series E Preferred Stock, which had a liquidation value of $42.0 million as of December 31, 2025, were surrendered and forfeited by the Preferred Stock Holder in exchange for the following consideration, having an aggregate value of approximately $26 million and representing a discount of approximately 38% to the liquidation value: (i) $10.0 million in cash, one-third of which was paid on the Preferred Stock Exchange Closing Date and the balance of which will be paid in two equal installments on the six and twelve month anniversaries of the Preferred Stock Exchange Closing Date; (ii) 767,165 shares of the Company’s common stock (the “Common Shares”), and (iii) $8.0 million in additional principal amount of the Company’s existing 2029 Senior Secured Notes. The Common Shares and the 2029 Senior Secured Notes were issued to the Preferred Stock Holder on the Preferred Stock Exchange Closing Date.
Asset Purchase Agreement with Nokia
On April 30, 2026, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Nokia Solutions and Networks Oy (“Nokia”), pursuant to which Inseego has agreed to purchase substantially all of the assets (the “Purchased Assets”) comprising Nokia’s fixed wireless access business (the “Nokia FWA Business”). Under the Purchase Agreement and subject to the terms and conditions set forth therein, at the closing (the “Closing”) of the transactions contemplated by the Purchase Agreement (collectively, the “Transaction”), Inseego will purchase the Purchased Assets from Nokia for a purchase price consisting of (i) 1,163,693 shares (the “Shares”) of Inseego’s common stock (“Common Stock”), (ii) warrants to purchase an aggregate of 521,139 shares of Common Stock, at an exercise price of $12.89 per share and (iii) the assumption of certain liabilities relating to the Nokia FWA Business (the “Transaction”). The warrants will be exercisable for a period of four years following the Closing and will be exercisable on a cash basis.
The Purchase Agreement contains customary representations, warranties and indemnities made or given by each of Nokia and Inseego. The Purchase Agreement also contains customary covenants of the parties, including covenants relating to the conduct of the Nokia FWA Business prior to closing, efforts to obtain required consents and approvals, and other matters. Nokia, on behalf of itself and its affiliates, has agreed that for a period of three years after the Closing (the “Restricted Period”) it will not, anywhere in the world, engage in any business that develops, produces or sells certain fixed wireless access products and devices sold by the Nokia FWA Business, subject to certain exceptions. In addition, Nokia has agreed that if during the Restricted Period it determines that it intends to solicit proposals from, or to enter into negotiations with, any third party for the development of any product or device featuring upstream connectivity with both wired and cellular radio access and use
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products or technology comprising part of the Purchased Assets, Nokia will provide Inseego with a right of first offer to provide such products.
In addition, pursuant to the Purchase Agreement, Nokia has agreed that if the EBITDA (as defined in the Purchase Agreement) of the Nokia FWA Business for the first 12 months following the Closing is negative, Nokia will reimburse Inseego on a quarterly basis by the amount of such negative EBITDA, capped at an aggregate total payment of $38.0 million, subject to certain limitations. Additionally, for the next 24 months after the initial 12-month period after Closing, Inseego has agreed to pay to Nokia a portion of the EBITDA profits generated by the Nokia FWA Business, if any, ranging from 0% to 50%, dependent upon the Nokia FWA Business achieving certain revenue thresholds.
The Purchase Agreement is subject to customary closing conditions and termination rights of the parties, including the right of either party to terminate the Purchase Agreement if the Closing has not occurred by January 15, 2027, subject to Inseego’s right to extend such date by up to three months if certain deliverables have not been provided.
Nokia Investment in Inseego
On April 30, 2026, Inseego and Nokia also entered into a Subscription Agreement (the “Subscription Agreement”), pursuant to which, subject to the terms and conditions contained therein (including the Closing occurring), at the Closing, Nokia will invest $10.0 million in cash in Inseego, for which it will receive 775,795 shares of Common Stock and warrants to purchase an aggregate of 260,569 shares of Common Stock, at an exercise price of $12.89 per share and otherwise in the same form as the warrants to be issued pursuant to the terms of the Purchase Agreement, except that such warrants will be exercisable for cash or on a cashless exercise basis.
Our Sources of Revenue
We classify our revenues from the sale of our products and services into two categories: Product Revenue, which consists of our Mobile Solutions and Fixed Wireless Access Solutions, and Software Services and Other. A description of each of the revenue classifications is as follows:
Mobile Solutions: Our mobile broadband devices, sold under the MiFi brand, are actively used by millions of end users to provide secure and convenient high-speed access to corporate, public and personal information through the Internet and enterprise networks. Our mobile portfolio is supported by our cloud offering, Inseego Connect for device management, whose revenues are included in Software Services and Other below. Our Mobile Solutions customer base is primarily comprised of mobile operators. These mobile operators include T-Mobile, Verizon Wireless, and AT&T in the United States, Rogers and Telus in Canada, and various companies in other vertical markets
Fixed Wireless Access Solutions: Our fixed wireless access solutions are deployed by enterprise and SMB customers for their distributed sites and employees as a fully secure and corporate managed wireless WWAN solution. The portfolio consists of indoor, outdoor and industrial routers and gateways supported by our cloud offering – Inseego Connect – for device management. Revenues related to our cloud offerings of Inseego Connect are included within Software Services and Other below. These devices, sold under the Wavemaker and Skyus brands, are sold by mobile operators such as T-Mobile, Verizon Wireless, and AT&T along with distribution and channel partners.
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. We also categorize non-recurring engineering services we provide to our customers as software services and other revenue.
Business Segment Reporting
The Company has one reportable segment. The Company’s Chief Executive Officer (“CEO”), who is also the Chief Operating Decision Maker, does not manage any part of the Company separately, and the allocation of resources and assessment of performance are based solely on the Company’s consolidated operations and financial results. As such, our operations constitute a single operating segment and one reportable segment.
Critical Accounting Estimates
We prepare our condensed consolidated financial statements in accordance with GAAP. The preparation of these condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. Our actual results could differ significantly from these estimates under different assumptions and conditions.
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There have been no material changes to our critical accounting estimates as compared to the critical accounting estimates discussed in the Form 10-K.
Results of Operations
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Revenues. Revenues for the three months ended March 31, 2026 were $34.3 million, compared to $31.7 million for the same period in 2025.
The following table summarizes revenues by category (in thousands):
| Three Months Ended March 31, | Change | ||||||||||||||||||||||
| Product Category | 2026 | 2025 | $ | % | |||||||||||||||||||
| Mobile solutions | $ | 16,688 | $ | 17,790 | $ | (1,102) | (6.2) | % | |||||||||||||||
| Fixed wireless access solutions | 5,314 | 1,903 | 3,411 | 179.2 | |||||||||||||||||||
| Product | 22,002 | 19,693 | 2,309 | 11.7 | |||||||||||||||||||
| Software services and other | 12,336 | 11,980 | 356 | 3.0 | |||||||||||||||||||
| Total revenues | $ | 34,338 | $ | 31,673 | $ | 2,665 | 8.4 | ||||||||||||||||
Mobile solutions. The $1.1 million decrease in mobile solutions revenues is primarily due to decreased sales with one of our carrier partners due to promotional activity in the prior period.
Fixed wireless access solutions. The $3.4 million increase in fixed wireless access solutions revenues is primarily due to the launch of our current generation indoor FWA solution that began selling in the second quarter of 2025.
Software services and other. The $0.4 million increase in software services and other revenues is primarily due to increased revenue from Inseego Connect.
Cost of revenues. Cost of revenues for the three months ended March 31, 2026 was $17.7 million, or 51.7% of revenues, compared to $16.7 million, or 52.7% of revenues, for the same period in 2025.
The following table summarizes cost of revenues by category (in thousands):
| Three Months Ended March 31, | Change | ||||||||||||||||||||||
| Product Category | 2026 | 2025 | $ | % | |||||||||||||||||||
| Product | $ | 16,382 | $ | 15,396 | $ | 986 | 6.4 | % | |||||||||||||||
| Software services and other | 1,359 | 1,294 | 65 | 5.0 | |||||||||||||||||||
| Total cost of revenues | $ | 17,741 | $ | 16,690 | $ | 1,051 | 6.3 | ||||||||||||||||
Product. The $1.0 million increase in product cost of revenues is primarily due to increased product revenues.
Software services and other. The $0.1 million increase in software services and other cost of revenues is primarily due to increased Inseego Connect services and the related costs of performing those services.
Gross profit. Gross profit for the three months ended March 31, 2026 was $16.6 million, or a gross margin of 48.3%, compared to $15.0 million, or a gross margin of 47.3%, for the same period in 2025. The increase in both gross profit and gross margin is primarily due to an increased proportion of higher margin service and FWA revenues as a percentage of total revenues.
Operating costs and expenses. The following table summarizes operating costs and expenses (in thousands):
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| Three Months Ended March 31, | Change | ||||||||||||||||||||||
| Operating costs and expenses | 2026 | 2025 | $ | % | |||||||||||||||||||
| Research and development | $ | 5,810 | $ | 4,535 | $ | 1,275 | 28.1 | % | |||||||||||||||
| Sales and marketing | 5,622 | 3,934 | 1,688 | 42.9 | |||||||||||||||||||
| General and administrative | 6,937 | 4,490 | 2,447 | 54.5 | |||||||||||||||||||
| Depreciation and amortization | 1,794 | 2,064 | (270) | (13.1) | |||||||||||||||||||
| Impairment of capitalized software | — | 384 | (384) | * | |||||||||||||||||||
| Total | $ | 20,163 | $ | 15,407 | $ | 4,756 | 30.9 | ||||||||||||||||
Research and development expenses. Research and development expenses for the three months ended March 31, 2026 were $5.8 million, or 16.9% of revenues, compared to $4.5 million, or 14.3% of revenues, for the same period in 2025. The increase in research and development expenses was primarily due to increased compensation costs due to increased headcount and increased outside services costs related to the Company’s increased development efforts for its next line of products.
Sales and marketing expenses. Sales and marketing expenses for the three months ended March 31, 2026 were $5.6 million, or 16.4% of revenues, compared to $3.9 million, or 12.4% of revenues, for the same period in 2025. The increase in sales and marketing expenses was primarily due to increased compensation costs due to increased headcount and increased share-based compensation expense related to equity awards granted in late 2025.
General and administrative expenses. General and administrative expenses for the three months ended March 31, 2026 were $6.9 million, or 20.2% of revenues, compared to $4.5 million, or 14.2% of revenues, for the same period in 2025. The increase in general and administrative expense was primarily due to non-recurring transaction costs related to the Preferred Stock Exchange Agreement and Purchase Agreement for Nokia’s FWA business and increased share-based compensation expense related to equity awards granted in late 2025.
Depreciation and amortization expenses. Depreciation and amortization expenses for the three months ended March 31, 2026 were $1.8 million, or 5.2% of revenues, compared to $2.1 million, or 6.5% of revenues, for the same period in 2025. The decrease in depreciation and amortization expenses was primarily due to capitalized costs on various development projects being capitalized during three months ended March 31, 2026 but not amortizable until future quarters when they go to market and the ending of useful life of certain amortizable purchased intangibles.
Impairment of capitalized software. For the three months ended March 31, 2026 and 2025, we recorded impairments of $0.0 million and $0.4 million, respectively.
Other (expense) income. The following table summarizes other (expense) income (in thousands):
| Three Months Ended March 31, | Change | ||||||||||||||||||||||
| Other (expense) income | 2026 | 2025 | $ | % | |||||||||||||||||||
| Interest expense | $ | (1,061) | $ | (1,026) | $ | (35) | 3.4 | % | |||||||||||||||
| Other income (expense), net | 125 | 303 | (178) | (58.7) | |||||||||||||||||||
| Total | $ | (936) | $ | (723) | $ | (213) | 29.5 | % | |||||||||||||||
Interest expense. The change in interest expense is due to the offsetting impacts of the $8.0 million increase in 2029 Senior Secured Notes principal during the three months ended March 31, 2026 as part of the Preferred Stock Exchange Agreement and the repayment of the 2025 Convertible Notes in May 2025.
Other income (expense), net. Other income (expense), net for the three months ended March 31, 2026 and 2025 was $0.1 million and $0.3 million, respectively. The decrease in other income, net was primarily due to lower interest bearing cash balances in the current quarter.
Income tax provision (benefit). Income tax provision (benefit) was less than $0.1 million for both the three months ended March 31, 2026 and 2025.
Income (Loss) from discontinued operations, net of tax. Income (loss) from discontinued operations, net of tax for the three months ended March 31, 2025 was $0.4 million. There was no income (loss) from discontinued operations during the three months ended March 31, 2026 as the Telematics Business was sold in November 2024.
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Preferred stock dividends. During the three months ended March 31, 2025, we recorded dividends of $0.9 million. There were no preferred stock dividends during the three months ended March 31, 2026 as all outstanding preferred stock was surrendered and forfeited by the Preferred Stock Holder as part of the Preferred Stock Exchange Agreement on January 14, 2026.
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Liquidity and Capital Resources
As of March 31, 2026, the Company had available cash and cash equivalents totaling $19.3 million and maintained positive working capital of $1.1 million. The Company had positive cash flows from operations of $1.7 million for the three months ended March 31, 2026.
On August 5, 2025, the Company entered into a Credit and Security Agreement (the “Working Capital Facility Agreement”) with BMO Bank N.A. (“BMO”) that provides up to a maximum $15.0 million secured asset-backed revolving credit facility (the “Working Capital Facility”). The facility matures on August 5, 2028 and contains certain financial and non-financial covenants. The Company was in compliance with all covenants under the Working Capital Facility Agreement as of March 31, 2026.
Obligations under the Working Capital Facility are secured by a continuing security interest in substantially all property of Inseego Corp. and certain of its subsidiaries, subject to customary exclusions. Availability under the Working Capital Facility is determined monthly as the excess of a borrowing base (“Borrowing Base”), comprised of a percentage of eligible accounts receivable and eligible inventory, over the total loans outstanding under the Working Capital Facility. If the aggregate outstanding amount of the Working Capital Facility exceeds the Borrowing Base at any time, the excess amount shall be payable on demand by BMO.
Loans made under the Working Capital Facility bear interest at a Term Secured Overnight Financing Rate (“SOFR”), as defined in the Working Capital Facility Agreement, plus an applicable margin ranging from 1.00-2.50%, subject to certain exceptions. Interest on loans made under the Working Capital Facility are paid in cash, in arrears, on a semi-annual basis.
As of March 31, 2026, there were no outstanding borrowings and availability to borrow under the Working Capital Facility was $14.5 million.
The Company’s 3.25% convertible notes due in 2025 (the “2025 Convertible Notes”) matured on May 1, 2025, at which time all outstanding principal and related accrued interest was paid-off in full. The Company’s 9.0% senior secured notes due in 2029 (the “2029 Senior Secured Notes”) had a principal balance of $48.9 million as of March 31, 2026 and mature on May 1, 2029.
While the Company’s liquidity and financial results had several positive developments in 2025, the Company has a history of operating and net losses and overall usage of cash from operating and investing activities. The Company’s ability to maintain profitable operations and continue to generate positive cash flows is dependent upon achieving a level and mix of revenues adequate to support its evolving cost structure. 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.
Our liquidity could be compromised if there is any interruption in our business operations, a material failure to satisfy our contractual commitments, a failure to retain our key existing customers or a failure to generate revenue from new or existing products. If additional funds are raised by the issuance of equity securities, or in connection with any additional debt restructurings or refinancing, Company’s stockholders could experience significant dilution of their ownership interests and securities issued may have rights senior to those of the holders of the Company’s common stock.
Contractual Obligations and Commitments
As of March 31, 2026, our material contractual obligations consisted of the following:
•To mitigate the risk of material shortages and price increases, we enter into non-cancellable purchase obligations with certain key contract manufacturers and other vendors for the purchase of goods and services to be received up to three to four quarters following the balance sheet date. Our purchase obligations consist of agreements to purchase goods and services entered into in the ordinary course of business. As of March 31, 2026, our future payments under these noncancellable purchase obligations were approximately $127.1 million.
•$48.9 million in outstanding borrowings under the 2029 Senior Secured Notes; see Part I Item 1, Note 4 – Debt; and
•Operating lease liabilities that are included on our consolidated balance sheet.
There were no material changes in our other contractual obligations, other than the full repayment upon maturity of the 2025 Convertible Notes on May 1, 2025.
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Historical Cash Flows
The following table summarizes our unaudited condensed consolidated statements of cash flows for the periods indicated (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating cash flows from continuing operations | $ | 1,715 | $ | (3,467) | |||||||
| Operating cash flows from discontinued operations | — | — | |||||||||
| Net cash provided by (used in) operating activities | 1,715 | (3,467) | |||||||||
| Investing cash flows from continuing operations | (3,947) | (1,725) | |||||||||
| Investing cash flows from discontinued operations | — | 710 | |||||||||
| Net cash used in investing activities | (3,947) | (1,015) | |||||||||
| Financing cash flows from continuing operations | (3,333) | 42 | |||||||||
| Financing cash flows from discontinued operations | — | — | |||||||||
| Net cash provided by (used in) financing activities | (3,333) | 42 | |||||||||
| Effect of exchange rates on cash | (24) | (7) | |||||||||
| Net decrease in cash and cash equivalents | (5,589) | (4,447) | |||||||||
| Cash and cash equivalents, beginning of period | 24,886 | 39,596 | |||||||||
| Cash and cash equivalents, end of period | $ | 19,297 | $ | 35,149 | |||||||
Operating activities.
Net cash provided by operating activities for the three months ended March 31, 2026 is primarily comprised of net cash provided by working capital of $1.9 million, which was largely due to timing of large cash receipts on accounts receivable balances, partially offset by the payout of the Company’s annual bonuses that were accrued for at December 31, 2025. The net cash provided by working capital was partially offset by a $4.5 million net loss and non-cash charges during the period, including share-based compensation expense of $2.3 million and depreciation and amortization of $1.8 million.
Net cash used in operating activities for three months ended March 31, 2025 is primarily comprised of a $1.2 million net loss from continuing operations during the period and net cash used for working capital of $7.0 million, which was largely due to the payout of the annual bonus that was accrued for at December 31, 2024, partially offset by non-cash charges, including depreciation and amortization of $2.1 million, share-based compensation expense of $1.6 million, and provision for excess and obsolete inventory of $0.7 million.
Investing activities.
Net cash used in investing activities during the three months ended March 31, 2026 is primarily comprised of $3.8 million of cash outflows related to the development of software in support of our products and services.
Net cash used in investing activities for the three months ended March 31, 2025 is comprised of $1.7 million of cash outflows related to the development of software in support of our products and services, partially offset by $0.7 million received during the period related to a working capital adjustment payment from the purchaser of the Company’s Telematics Business that was sold in 2024.
Financing activities.
Net cash used in financing activities during the three months ended March 31, 2026 is primarily comprised of the $3.3 million payment made as part of the Preferred Stock Exchange Agreement.
Net cash provided by financing activities for the three months ended March 31, 2025 is comprised of less than $0.1 million of cash received from exercises of stock options.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to market risk in the ordinary course of our business. Our revenue, earnings, cash flows, receivables, and payables are subject to fluctuations due to changes in foreign currency exchange rates.
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 $48.9 million as of March 31, 2026. 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 March 31, 2026 and December 31, 2025, we had no variable-rate borrowings.
Working Capital Facility
We are exposed to interest rate risk associated with fluctuations in interest rates on our Working Capital Facility. As of March 31, 2026, assuming our Working Capital Facility was fully drawn up to the $15.0 million maximum, a 1% change in interest rates would result in a $0.2 million change in annualized interest expense.
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. 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. 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.
For the three months ended March 31, 2026, sales denominated in foreign currencies were approximately 2.0% 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. These foreign currencies primarily consist of the South African Rand, British Pound, Euro, Canadian Dollar, and Australian Dollar. For the three months ended March 31, 2026, a hypothetical 10% change in these foreign currencies would have increased or decreased our revenue by less than $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.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act, that are designed to ensure that information required to be disclosed in our reports to the SEC are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rule 13a-15(b) promulgated under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2026, the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2026.
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Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
We are, from time to time, party to various legal proceedings arising in the ordinary course of business. We are currently not party to any litigation, the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material and adverse effect on our business, financial position or results of operations.
Item 1A. Risk Factors.
Other than the additional risk factors set forth below, there were no material changes to the risk factors disclosed in Part I, Item 1A, Risk Factors of the Form 10-K, which was filed with the Securities and Exchange Commission on February 26, 2025. Any of the risks discussed in such report, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations, financial condition or prospects.
Our pending acquisition of Nokia’s fixed wireless access business (the “Nokia FWA Business”) involves a number of risks, the occurrence of which could materially adversely affect our business, financial condition and operating results.
On April 30, 2026, we entered into an asset purchase agreement with Nokia to acquire the Nokia FWA Business. The acquisitions involves a number of risks, including the following:
•delays in completing the acquisition within the expected time period and the risk that the acquisition may not be completed at all;
•the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the purchase agreement;
•the failure to satisfy any of the conditions to the consummation of the acquisition of the Nokia FWA Business;
•diversion of management's attention to complete the acquisition and integrate the Nokia FWA Business thereafter;
• the announcement and/or consummation of the acquisition disrupting Inseego’s current plans or operations;
•potential litigation relating to the acquisition, including any resulting costs, delays or diversion of management’s attention;
•significant transactions costs and expenses associated with the acquisition, whether or not it is completed;
•the failure to recognize the anticipated benefits of the acquisition, which may be affected by, among other things, the potential loss of customers and/or employees of the Nokia FWA Business, competition, and/or the ability of Inseego to grow and manage growth profitably; and
•the risk that costs savings and other anticipated synergies from the acquisition may not be realized when expected, or at all.
The occurrence of any of the above risks could materially adversely affect our business, financial condition and operating results.
Certain of our products and services are subject to laws and regulations in the U.S. and other regions in which we operate.
Certain of our products and services are subject to laws and regulations in the U.S. and other regions in which we operate. From time to time in the ordinary course we may be required to obtain regulatory approvals or licenses in order to sell certain products and services, which could result in increased costs and inability to sell our products and services. For example, in the U.S., the Federal Communications Commission (“FCC”) regulates many aspects of communications devices and services. Further, regulatory requirements may change, or we may not be able to receive approvals, registrations or licenses from jurisdictions in which we may desire to sell products and services in the future. In addition, many laws and regulations are still evolving and being tested in courts and by regulatory authorities and could be interpreted in ways that could harm our business. For example, on March 23, 2026, the FCC updated the “Covered List” of communications equipment deemed to pose an unacceptable risk to U.S. national security to include all consumer-grade routers produced in foreign countries, effectively prohibiting the importation, marketing, or sale in the United States of such routers. Although previously authorized routers may continue to be imported and sold in the United States, modifications to such routers, including firmware and software updates, often require additional FCC authorization. While we believe that the routers we currently offer are enterprise-grade, not consumer-grade, and thus not subject to the recent FCC update, the FCC may disagree with our determination, and our ability to deliver future products may be impacted. These restrictions may inhibit our ability to introduce new or upgraded products on our desired timeline and we may be required to: (i) delay, redesign, or discontinue certain offerings; (ii) shift manufacturing, assembly, or development activities to the United States or other approved pathways at higher cost; (iii) maintain older product models longer than planned, potentially reducing competitiveness; (iv) carry higher inventory levels or incur write-downs if demand shifts or products become non-viable; and/or (v) devote significant management attention and resources to engineering
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changes, testing, certification, and vendor transitions. Any of these outcomes could adversely affect our revenue, gross margins, and cash flows. Further, any changes that broaden the definition of covered devices, limit waivers or transition periods, or otherwise extend restrictions to additional categories of equipment could further increase our compliance costs and operational risks.
The application and interpretation of these laws and regulations often are uncertain, particularly in the new and rapidly evolving industry in which we operate. Because laws and regulations have continued to develop and evolve rapidly, it is possible that we or our products or services may not be, or may not have been, compliant with each applicable law or regulation. Compliance with applicable laws and regulations may impose substantial costs on our business, and if we fail to comply we may be subject to regulatory and civil liability, additional costs (including fines), reputational harm, and in severe cases, may be prevented from selling our products and services in certain jurisdictions, all of which could materially and adversely affect our business, financial position, results of operation, and cash flows.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
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Item 6. Exhibits.
| Incorporated by Reference to: | |||||||||||||||||
| Exhibit No. | Description | Form | Exhibit | Filing Date | |||||||||||||
| 3.1 | Amended and Restated Certificate of Incorporation. | 8-K | 3.1 | 11/9/2016 | |||||||||||||
| 3.2 | Amended and Restated Bylaws. | 10-Q | 3.2 | 5/9/2025 | |||||||||||||
| 3.3 | Certificate of Designation of Series E Fixed-Rate Cumulative Perpetual Preferred Stock. | 8-K | 3.1 | 8/13/2019 | |||||||||||||
| 3.4 | Certificate of Amendment to Certificate of Designation of Series E Fixed-Rate Cumulative Perpetual Preferred Stock. | 8-K | 3.1 | 3/10/2020 | |||||||||||||
| 3.5 | Certificate of Amendment of Certificate of Incorporation of Inseego Corp., dated January 23, 2024. | 8-K | 3.1 | 1/23/2024 | |||||||||||||
| 10.1 | Exchange Agreement, dated January 14, 2026 | 8-K | 10.1 | 1/14/2026 | |||||||||||||
31.1* | Certification of our Principal Executive Officer adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||||
31.2* | Certification of our Principal Financial Officer adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||||
32.1# | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||||
32.2# | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||||
101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||||||||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | ||||||||||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||||||||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||||||||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | ||||||||||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | ||||||||||||||||
* | Filed herewith. | ||||||||||||||||
| # | Furnished herewith. | ||||||||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: May 7, 2026 | Inseego Corp. | |||||||||||||
| By: | /s/ JUHO SARVIKAS | |||||||||||||
| Juho Sarvikas | ||||||||||||||
| Chief Executive Officer | ||||||||||||||
| By: | /s/ STEVEN GATOFF | |||||||||||||
| Steven Gatoff | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
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FAQ
How did Inseego (INSG) perform financially in Q1 2026?
Inseego generated $34.3 million in revenue in Q1 2026, up from $31.7 million a year earlier. Gross margin improved to 48.3%. The company posted a $4.5 million net loss, but a $15.1 million deemed contribution from a preferred stock exchange produced $10.6 million in income to common shareholders.
What is the impact of Inseego’s Series E preferred stock exchange?
Inseego eliminated all 25,000 outstanding Series E preferred shares with a $42.0 million liquidation value. Holders received $10.0 million cash, 767,165 common shares and $8.0 million principal of 2029 notes. The roughly $15.1 million difference was recorded as a deemed contribution, boosting common equity measures.
What are the key terms of Inseego’s pending Nokia FWA business acquisition?
Inseego agreed to acquire Nokia’s fixed wireless access business by issuing 1,163,693 common shares, warrants for 521,139 shares at $12.89, and assuming certain liabilities. Nokia will reimburse up to $38.0 million of negative EBITDA over the first 12 months post-closing, and share in future EBITDA for two additional years.
How much debt and liquidity does Inseego (INSG) have?
As of March 31, 2026, Inseego held $19.3 million in cash and cash equivalents and had $48.9 million principal of 9.0% senior secured notes due 2029 outstanding. It also maintained $14.5 million of availability under a $15.0 million working capital facility, with no borrowings drawn at quarter-end.
What customer and supply-chain risks does Inseego face?
In Q1 2026, two customers accounted for 53.2% and 33.5% of revenue, creating concentration risk. The company also relies on single suppliers for key components, including Qualcomm chipsets, and has about $127.1 million of noncancellable purchase obligations, exposing it to demand shifts and cost pressures.
How is Inseego investing in growth and product development?
Research and development expenses rose to $5.8 million in Q1 2026, supporting new product lines and software. The company capitalized $3.8 million of software development costs and is expanding its fixed wireless access and cloud-managed WAN solutions, including the planned integration of Nokia’s fixed wireless access business.