Nokia (INSG) takes 11% stake as Inseego buys its FWA business and doubles scale
Rhea-AI Filing Summary
Inseego Corp. agreed to acquire Nokia Solutions and Networks Oy’s fixed wireless access business, paying with 1,163,693 Inseego common shares, warrants to purchase 521,139 shares at $12.89, and the assumption of certain liabilities. Nokia will also invest $10,000,000 in cash for 775,795 additional shares and warrants to buy 260,569 shares at $12.89.
The acquired FWA business has an estimated ~$200 million revenue run rate, and Inseego projects that the deal will approximately double its revenue to a ~$400 million pro forma profile. Nokia is expected to own about 11% of Inseego after closing, aligning both companies through equity ownership and a broader strategic partnership around 6G, AI-driven wireless edge solutions and joint go-to-market efforts.
Nokia receives a four-year cash-exercisable warrant package, subject to a one- and two-year tiered lock-up on shares and warrants. Nokia will reimburse any negative EBITDA from the FWA business during the first 12 months post-closing (within agreed limits), while Inseego will share a portion of EBITDA profits with Nokia in the following 24 months. Closing is targeted by Q4 2026, subject to customary conditions and a long-stop date of January 15, 2027.
Positive
- Transformational scale with limited upfront cash outlay: Inseego is acquiring a roughly $200 million run-rate FWA business largely via equity and expected to roughly double its revenue base to about $400 million pro forma, while benefiting from a one-year EBITDA backstop from Nokia and a $10 million strategic cash investment.
Negative
- Integration and execution risks around large step-up in complexity: The deal adds a sizable global business, new customers and joint arrangements, and the forward-looking statements highlight risks around completing the transaction, integrating operations, retaining customers and employees, and actually realizing the anticipated synergies and profitability improvements.
Insights
Transformational stock-for-assets deal doubles scale but adds integration and execution risk.
Inseego is buying Nokia’s FWA business, a unit with roughly $200 million revenue run rate, for $20 million in equity plus assumed liabilities, while Nokia separately invests another $10 million. Pro forma revenue is framed at about $400 million, implying a step-change in scale.
The structure is notable: Nokia gets 1,163,693 shares, warrants for 521,139 shares at $12.89, and additional shares and 260,569 warrants via the cash investment, ending near an 11% stake. Nokia also agrees to reimburse any negative EBITDA from the acquired business during the first 12 months, capped by contract, which helps Inseego keep that unit around breakeven while integrating it.
Investors will likely focus on whether Inseego can execute on its plan to cross-sell across a larger Tier-1 carrier base, realize supply-chain and operating leverage, and manage integration risks. The profit-sharing arrangement in years two and three ties Nokia’s economics to the acquired unit’s EBITDA, reinforcing partnership alignment but also adding complexity to future margin dynamics.
8-K Event Classification
Key Figures
Key Terms
Asset Purchase Agreement regulatory
fixed wireless access technical
EBITDA financial
Registration Rights Agreement regulatory
accredited investor regulatory
profit-sharing arrangement financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Asset Purchase Agreement
On April 30, 2026, Inseego Corp. (“Inseego”) 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 “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 (the “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 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 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 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 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, subject to certain limitations. Additionally, for the next 24 months after that initial 12-month period after Closing, Inseego has agreed to pay to Nokia a portion of the EBITDA profits (if any) generated by the FWA Business, subject to certain limitations and conditions.
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.
Pursuant to the terms of the Purchase Agreement, in connection with the Closing, Inseego and Nokia will enter into, among other agreements, a Lock-Up Agreement (the “Lock-Up Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the terms of the Lock-Up Agreement, Nokia will agree not to transfer any of the Shares, the shares of Common Stock underlying the Warrants or the shares or shares underlying the warrants to be issued pursuant to the Subscription Agreement (as defined below) (collectively, the “Securities”), subject to limited exceptions, for a period of (i) with respect to 50% of each type of the Securities, one year following the Closing and (ii) with respect to the remaining 50% of each type of the Securities, two years following the Closing. Pursuant to the Registration Rights Agreement, Inseego will agree to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) within one year of the Closing in order to effect a registration for the resale by Nokia of the Securities. The Registration Rights Agreement will also grant Nokia certain demand and “piggyback” registration rights and will require Inseego, under certain circumstances, to assist with underwritten offerings for the Securities. The forms of the Lock-Up Agreement and Registration Rights Agreement are attached to the Purchase Agreement as Exhibits G and H, respectively.
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The Purchase Agreement governs the contractual rights between the parties in relation to the Transaction. The Purchase Agreement has been filed as an exhibit to this Current Report on Form 8-K to provide investors with information regarding the terms of the Agreement and is not intended to provide, modify or supplement any information about Inseego, the FWA Business, Nokia or any of their respective subsidiaries or affiliates, or their respective businesses. In particular, the Purchase Agreement is not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to Inseego, the FWA Business, or Nokia. The warranties contained in the Purchase Agreement have been negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to contractual standards of materiality that may be different from those generally applicable under the securities laws. For the foregoing reasons, the representations and warranties should not be relied upon as statements of factual information. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in Inseego’s public disclosures.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K.
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 $10,000,000 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. As a result of both the acquisition shares and the additional investment, immediately following Closing, Nokia will hold approximately an 11% ownership interest in Inseego, assuming no exercise of the Warrants and the warrants to be issued pursuant to the Subscription Agreement.
The foregoing description of the Subscription Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Subscription Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth in Item 1.01 of this Current Report with respect to the Securities to be issued pursuant to the Purchase Agreement and the Subscription Agreement is incorporated by reference into this Item 3.02. The Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction, and were offered in reliance upon the exemption from registration afforded by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder and, as applicable, corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. Nokia represented and warranted to Inseego that it is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act.
| Item 7.01 | Regulation FD Disclosure. |
On April 30, 2026, Inseego and Nokia issued a press release announcing the signing of the Purchase Agreement. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
Also on April 30, 2026, Inseego held a conference call to discuss, among other things, the Transaction. A copy of the presentation used during the conference call is attached hereto as Exhibit 99.2 and is hereby incorporated by reference into this Item 7.01.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Inseego under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibits 99.1 and 99.2.
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Cautionary Note Regarding Forward-Looking Statements
This document, including the exhibits hereto, contains, and the officers of Inseego may from time to time make, forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which are typically identified by words or phrases such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” and other words or terms that do not relate solely to historical matters. Inseego cautions readers that any forward-looking statement is not a guarantee of future performance and that actual results may differ materially from the expectations, beliefs, estimates and projections reflected in any forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the expected benefits or timing of the Transaction, including future financial and/or operating results, statements concerning plans, objectives, goals, strategies, and other statements that are not statements of historical facts. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement with respect to the Transaction, (2) potential litigation relating to the Transaction; (3) the inability to complete the Transaction, including due to failure to satisfy any conditions to closing; (4) the risk that the announcement and/or consummation of the Transaction disrupts Inseego’s current plans or operations; (5) the ability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, the potential loss of customers and/or employees of the FWA Business, competition, and/or the ability of Inseego to grow and manage growth profitably; (6) the risk that Inseego will not be able to integrate the FWA Business successfully; (7) the risk that costs savings and other anticipated synergies from the Transaction may not be realized when expected, or at all; (8) the diversion of Inseego’s management’s time on issues related to the Transaction; and (9) other risks and uncertainties included in documents filed or to be filed with the SEC by Inseego, which are available on Inseego’s website or on the SEC’s website at www.sec.gov.
Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on any forward-looking statement as a prediction of future events. Any forward-looking statement speaks only as of the date on which it is made, and Inseego expressly disclaims any obligation to update or revise its forward-looking statements to reflect information, events or circumstances that arise after the date of this presentation, except as may be required by applicable law. All forward-looking statements, expressed or implied, included or made in connection with this presentation are expressly qualified in their entireties by this cautionary note.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following Exhibits are filed with this report:
| Exhibit No. | Description | |
| 2.1* | Asset Purchase Agreement, dated April 30, 2026, between Nokia Solution sand Networks Oy and Inseego Corp. | |
| 10.1 | Subscription Agreement, dated April 30, 2026, between Inseego Corp. and Nokia Solutions and Networks Oy. | |
| 99.1 | Press Release dated April 30, 2026. | |
| 99.2 | FWA Acquisition Presentation (April 30, 2026). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. In addition, certain portions of this agreement have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. An unredacted copy of the agreement will be furnished to the SEC upon request.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
INSEEGO CORP. |
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| By: | /s/ Steven Gatoff | ||
| Steven Gatoff | |||
| Chief Financial Officer | |||
| Date: April 30, 2026 | |||
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Exhibit 99.1
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Inseego to acquire Nokia's Fixed Wireless Access business to create a global wireless broadband leader
| · | The acquisition is expected to approximately double Inseego’s revenue and strengthen it as a global leader in wireless broadband across fixed wireless and mobile connectivity, with a broader portfolio for carriers, enterprises, and consumers. | |
| · | The two companies plan to collaborate on joint go-to-market and innovation initiatives in 6G and wireless edge to capture the opportunities in AI and to further advance the FWA business. | |
| · | Nokia will become a significant shareholder in Inseego with approximately an 11% equity stake based on current capitalization and including both the consideration for the acquisition of the FWA business and an additional investment in Inseego by Nokia. | |
| · | The agreement reflects Nokia’s strategic shift to simplify its operational model and focus its portfolio on the infrastructure that powers the AI supercycle and AI-driven transformation of networks. |
30 April 2026
San Diego, California and Espoo, Finland – Inseego and Nokia announced today that they have signed an agreement in which Inseego will acquire Nokia’s Fixed Wireless Access (FWA) CPE business, subject to the satisfaction of customary closing conditions. The transaction will strengthen Inseego’s position as a global wireless broadband leader with a broader portfolio spanning fixed wireless, mobile broadband, and cloud-managed connectivity for consumer and business markets, and is expected to approximately double the company’s revenue, and give it a global footprint.
“This is a transformative step for Inseego. It expands our scale, broadens our portfolio, and positions us as a global leader in wireless broadband across consumer and business markets. Just as importantly, it creates strong collaboration opportunities with Nokia at the wireless edge, where AI-driven workloads, cloud connectivity, and next-generation networks are increasingly coming together. We are excited to work with Nokia to deliver continuity for both customers and employees today and drive even greater value together going forward,” said Juho Sarvikas, CEO of Inseego.
“Inseego is the right strategic partner for this business and for Nokia’s customers. The agreement reflects Nokia’s strategic shift to simplify its operational model and focus its portfolio on the infrastructure that powers the AI supercycle and AI-driven transformation of networks. This transaction provides robust continuity for customers, and strong collaboration opportunities that bring together Nokia’s network leadership with Inseego’s focused expertise at the wireless edge. We believe this positions the business for continued innovation, broader market opportunity, and long-term growth,” said Konstanty Owczarek, Chief Corporate Development Officer at Nokia.
The transaction includes plans for joint go-to-market initiatives between the two companies in 6G and wireless edge to capture the opportunities in AI and to further advance the FWA business. The collaboration will also explore joint innovation and carrier 5G monetization opportunities, as well as consumer and enterprise growth opportunities at the wireless edge. These efforts are expected to support and drive customer continuity, future revenue growth, and technology leadership at the wireless edge.
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Under the agreement, at the closing of the transaction, Nokia will receive approximately a 7% equity stake in Inseego in the form of common stock and warrants, representing a value of US$20 million. At the close of the agreement, Nokia will make an additional $10 million investment in Inseego in the form of common stock and warrants, to further strengthen the commercial collaboration, that will bring its total ownership interest to approximately 11%.
The transaction is expected to close in Q4 2026, subject to certain terms and conditions. The agreement is not financially material to Nokia. Nokia will conduct consultations with works council or other employee representative bodies where applicable. Nokia and Inseego will work closely together to ensure seamless continuity for customers through a carefully managed transition, with a strong focus on service, support, management, and staff continuity.
Advisors
Perella Weinberg Partners served as financial advisor to Nokia.
About Inseego
Inseego is a leader in cloud-first wireless edge solutions, delivering secure, resilient connectivity across people, places, and machines.
Media inquiries
Inseego Press Office
Email: Press@inseego.com
About Nokia
Nokia is a global leader in connectivity for the AI era. With expertise across fixed, mobile, and transport networks, we’re advancing connectivity to secure a brighter world.
Media inquiries
Nokia Press Office
Email: Press.Services@nokia.com
Follow Nokia on social media
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Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this communication may be characterized as forward-looking under the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially.
Statements in this communication that are forward-looking may include statements regarding: (1) the transaction between Nokia and Inseego (the “Transaction”); (2) the expected timing of the closing of the Transaction; (3) the anticipated benefits to, or impact of, the Transaction on Nokia’s and Inseego’s businesses; (4) expectations for Nokia and Inseego following the closing of the Transaction, including the effect of the Transaction on Inseego’s revenues; and; and (5) any statements preceded by or including “continue”, “expect”, “will”, “may”, or similar expressions. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond Nokia’s and Inseego’s control, and are based on management’s best assumptions and beliefs in light of the information currently available to them.
Risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements include: (1) the possibility that the conditions to the closing of the Transaction are not satisfied, including the risk that required regulatory approvals to consummate the Transaction are not obtained, on a timely basis or at all; (2) the occurrence of any event, change or other circumstance that could give rise to a right to terminate the Transaction; (3) possible disruption related to the Transaction to the current plans, operations and business relationships of Nokia, including the FWA-CPE business and Inseego, including through the loss of customers and employees; (4) the amount of the costs, fees, expenses and other charges incurred by Nokia and Inseego related to the Transaction; (5) the possibility that the stock price of Inseego could fluctuate during the pendency of the Transaction and may decline if the Transaction is not completed; (6) for Inseego, the possible diversion of management’s time and attention from ongoing business operations and opportunities; (7) the response of competitors and other market participants to the Transaction; (8) potential litigation relating to the Transaction; (9) uncertainty as to the timing of completion of the Transaction and the ability of each party to consummate the Transaction; and (10) the other risks and uncertainties detailed in the periodic reports that Nokia and Inseego file with the SEC. All forward-looking statements in this communication are based on information available to Nokia and Inseego as of the date of this communication, and, except as required by law, neither Nokia nor Inseego assumes any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.
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Exhibit 99.2
April 30, 2026 Inseego Acquisition of Nokia’s Global FWA Business and Collaboration on Strategic Partnership TRANSACTION ANNOUNCEMENT:
2 Disclaimers & Other Important Information This presentation is being furnished by Inseego Corp . (“Inseego” or the “Company”) in connection with its planned acquisition (the “Proposed Transaction”) of Nokia’s global FWA business (the “Business”) . This presentation should be read in conjunction with the Company’s Current Report on Form 8 - K that will be filed with the U . S . Securities and Exchange Commission (the “SEC”) regarding the Proposed Transaction, which contains additional information regarding the Proposed Transaction, as well as the Company’s other filings with the SEC . Cautionary Note Regarding Forward - Looking Statements This presentation contains forward - looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 , which are typically identified by words or phrases such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” and other words or terms that do not relate solely to historical matters . Inseego cautions readers that any forward - looking statement is not a guarantee of future performance and that actual results may differ materially from the expectations, beliefs, estimates, and projections reflected in any forward - looking statements . Such forward - looking statements include, but are not limited to, statements about the expected benefits or timing of the Proposed Transaction, including future financial and/or operating results, statements concerning plans, objectives, goals, strategies, and other statements that are not statements of historical facts . Factors that may cause actual results to differ materially from current expectations include, but are not limited to : ( 1 ) the occurrence of any event, change or other circumstances that could give rise to the termination of the Asset Purchase Agreement with respect to the Proposed Transaction, ( 2 ) potential litigation relating to the Transaction ; ( 3 ) the inability to complete the Proposed Transaction, including due to failure to satisfy any conditions to closing ; ( 4 ) the risk that the announcement and/or consummation of the Proposed Transaction disrupts Inseego’s current plans or operations ; ( 5 ) the ability to recognize the anticipated benefits of the Proposed Transaction, which may be affected by, among other things, the potential loss of customers and/or employees of the Business, competition, and/or the ability of Inseego to grow and manage growth profitably ; ( 6 ) the risk that Inseego will not be able to integrate the Business successfully ; ( 7 ) the risk that costs savings and other anticipated synergies from the Proposed Transaction may not be realized when expected, or at all ; ( 8 ) the diversion of Inseego’s management’s time on issues related to the Proposed Transaction ; and ( 9 ) other risks and uncertainties included in documents filed or to be filed with the SEC by Inseego, which are available on Inseego’s website or on the SEC’s website at www . sec . gov . Because forward - looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on any forward - looking statement as a prediction of future events . Any forward - looking statement speaks only as of the date on which it is made, and Inseego expressly disclaims any obligation to update or revise its forward - looking statements to reflect information, events or circumstances that arise after the date of this presentation, except as may be required by applicable law . All forward - looking statements, expressed or implied, included or made in connection with this presentation are expressly qualified in their entireties by this cautionary note . Pro Forma and Non - GAAP Financial Information The pro - forma financial and other information included in this presentation is based on management’s good faith estimates and assumptions as of the date hereof . Such information is for illustrative and informational purposes only and should not be relied upon as indicative of future results . Inseego’s independent auditors have not reviewed or performed any procedures with respect to this information for the purpose of the inclusion of such information in this presentation or for any other reason . In particular, the run - rate revenue of the Business included in this presentation is based solely on a multiple of the unaudited revenue of the Business for the first quarter of 2026 , and the pro - forma run - rate revenue in this presentation is based on the sum of such forecasted run - rate revenue of the Business and Inseego’s forecasted 2026 total revenue, based on financial guidance previously provided by Inseego, and is not necessarily indicative of Inseego’s revenues following the closing of the Proposed Transaction . In addition, this presentation contains certain financial measures not presented in accordance with generally accepted accounting principles (“GAAP”), including adjusted EBITDA . Such non - GAAP measures should not be considered an alternative to, or more meaningful than, the most directly comparable measure of financial performance determined in accordance with GAAP . Adjusted EBITDA, as used by us in this presentation, may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies . The Company has not provided a reconciliation of any projections of adjusted EBITDA to the most directly comparable forward - looking GAAP measures because the Company is unable to predict, without unreasonable efforts, the timing and amount of items that would be included in such a reconciliation . Market Data and Statistics This presentation includes statistical and other industry and market data that Inseego obtained from industry publications and research, surveys, studies, and other similar third - party sources, as well as Inseego’s estimates based on such data and on Inseego’s internal sources . Such data and estimates involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such data and estimates . Inseego believes that the information from these third - party sources is reliable ; however, Inseego has not independently verified them, makes no representation as to their accuracy or completeness, and does not undertake to update the data from such sources after the date of this presentation . Trademarks This presentation contains trademarks, service marks, trade names, and copyrights of Inseego, Nokia, and third parties, which are the property of their respective owners . The use or display of third parties’ trademarks, service marks, trade names, or copyrights in this presentation is not intended to, and does not imply, a relationship with Inseego or Nokia, or an endorsement or sponsorship by or of Inseego or Nokia .
3 Inseego Acquisition of Nokia’s FWA Business | Contents 1. Acquisition Overview 2. The FWA Market Opportunity 3. Snapshot of the FWA Business Being Acquired 4. Transaction Structure & Economics
4 Transaction Overview SECTION 1
5 Acquisition to Double Inseego’s Scale & Global Reach Transaction Highlights: 1. IMMEDIATE GLOBAL SCALE & TAM EXPANSION: the acquired business doubles Inseego’s revenue and catapults Inseego to be a wireless broadband leader on a global scale with strong anchor carrier customers and a robust portfolio that spans the high - growth enterprise and consumer markets. 2. COMPELLING FINANCIAL CONSTRUCT WITH PROFITABILITY BACKSTOP: agreement includes engineering & development support payments from Nokia for the first year following closing that enables investment while maintaining breakeven EBITDA of the acquired business. 3. UNIQUE & COMPELLING RELATIONSHIP WITH INDUSTRY LEADER NOKIA: Inseego & Nokia are collaborating on a partnership spanning go - to - market, joint technology innovation across 6G & AI, and alignment around long - term Inseego stockholder value creation as Nokia invests in Inseego and becomes an 11% stockholder. Transaction creates scaled and leading global wireless broadband platform positioned for long - term revenue growth and leadership at the wireless edge Inseego is acquiring Nokia’s ~ $200m run - rate global FWA business for $20m in Inseego equity, with Nokia making an additional $10m direct investment in Inseego to become an 11% stockholder, as the two companies collaborate on a unique technology innovation and go - to - market partnership. INSEEGO ACQUISITION OF NOKIA’S GLOBAL FWA BUSINESS
6 Strategic Rationale & Long - Term Value Creation Immediate Global Platform Scale x Doubles and diversifies Inseego’s revenue, scale of operations, global footprint, and customer base x Expands customer base with additional Tier - 1 global carrier relationships x Broadens product portfolio across use cases as carriers expand 5G monetization initiatives Compelling Transaction Financial Dynamics x Thoughtful transaction structure designed to support transition & provide an attractive risk - adjusted return profile for Inseego shareholders x Preserves balance sheet flexibility and aligns growth and profitability incentives x Larger Inseego platform expected to unlock broader revenue, cost and operating synergies over time Acquisition of global FWA business expands Inseego’s revenue, TAM & global footprint while adding to foundation for profitability expansion and stockholder value creation The addition of Nokia’s global FWA business transforms Inseego into one of the largest global wireless broadband platforms INSEEGO ACQUISITION OF NOKIA’S GLOBAL FWA BUSINESS
7 Broad Portfolio Across Business & Consumer Connectivity Inseego Skyus Series SMB & Mid - Market FWA Value - Tier SMB FWA NOKIA FastMile Indoor & Outdoor FWA Inseego Wavemaker FW Series Outdoor Routers Inseego Wavemaker FX Series Inseego MiFi Pro Series Mobile Routers and Hotspots Rugged and Industrial Routers INSEEGO ACQUISITION OF NOKIA’S GLOBAL FWA BUSINESS Nokia’s FWA portfolio completes Inseego’s platform across key connectivity use cases
8 □ Drive Product Engineering Synergies & New Development Model Efficient use of tech platform (SW & HW module & Cloud) & product design re - use How Inseego Plans to Drive Growth & Improve Profitability Across the Combined Platform Inseego is focused on expanding revenue and driving future profitability of the acquired business DRIVE REVENUE volume expansion • cross - portfolio synergies EXPAND PROFITABILITY supply chain scale • product efficiency • operating leverage □ Expand FWA Reach & Unlock Global Consumer TAM Drive cross - selling across combined Inseego and broad Nokia customer bases □ Expand Inseego Product Lines to New Global Customers Broaden customer penetration across consumer, enterprise, and mobility segments □ Leverage Supply Chain Scale Gives Inseego more purchasing power & operational efficiencies from larger platform □ Expand SaaS Solution Attach Across Acquired Portfolio Growth opportunity for Inseego SaaS device & network management capabilities □ Capture Scale Benefits From Operating Leverage Across Combined Platform Greater revenue scale improves fixed - cost absorption & operating efficiency Inseego’s Value Creation Plan for the Acquired FWA Business INSEEGO ACQUISITION OF NOKIA’S GLOBAL FWA BUSINESS
9 GO - TO - MARKET COLLABORATION TECHNOLOGY COLLABORATION STRATEGIC ALIGNMENT • Collaborate on existing accounts and customer expansion opportunities • Support joint engagement with global operators and strategic customers • Intend to expand Inseego’s reach to Nokia’s customer & partner ecosystem • Joint development and innovation around AI - driven connectivity, 6G, and next - generation wireless broadband networks • Planning for joint pilot programs / proof - of - concepts for key customers • Supports Inseego’s long - term technology roadmap and relevance at the wireless edge • Nokia collaborating with Inseego as a strategic leader at the wireless edge • Nokia becomes a meaningful shareholder in Inseego • Aligns both companies around long - term stockholder value creation Strategic Collaboration With Nokia Aligned Around Technology, Go - to - Market, and Stockholder Value Creation Collaboration with Nokia positions Inseego to accelerate innovation, expand global reach, and participate with leading market driver of AI - and 6G - driven network evolution INSEEGO ACQUISITION OF NOKIA’S GLOBAL FWA BUSINESS
10 The FWA Market Opportunity SECTION 2
11 AI, 5G Evolution, and 6G Are Expanding the Wireless Broadband Opportunity x Global demand for high - performance broadband is expanding across consumer, enterprise, industrial, and mobility use cases x Global 5G FWA market projected to grow from $ 48B in 2025 to $ 411B + by 2032 (+38% CAGR) 1 x AI - driven workloads are increasing uplink demand, latency sensitivity, and the need for more distributed network and edge architectures x 5G Advanced and mmWave are enabling higher - capacity, higher - performance wireless broadband across a broader range of applications x 6G to drive a step - change in network capacity , device density, and performance over time AI - driven workloads, 5G evolution, and emerging 6G investment are driving a new cycle of network demand and infrastructure investment SOURCE: 1. Market.us Scoop (2026) 2. MarketsandMarkets , 6G Market Report (2025) INSEEGO ACQUISITION OF NOKIA’S GLOBAL FWA BUSINESS
12 Growing Market Opportunity for Fixed & Mobile Operators x 5G FWA shipments are expected to reach ~47m units by 2029 , driven by accelerating global operator adoption. 1 x FWA is emerging as the preferred connectivity solution given its cost advantage, rapid deployment, and improving performance. x Operators are deploying FWA alongside fiber and satellite , with mmWave unlocking incremental capacity and premium use cases. x FWA is becoming a core pillar of operator strategy , driving both 5G monetization and broadband expansion. SOURCES: ABI Research, Consumer Fixed Wireless Access 2Q 2025, ABI Research, Enterprise Fixed Wireless Access 2Q 2025 INSEEGO ACQUISITION OF NOKIA’S GLOBAL FWA BUSINESS FWA enables operators to monetize 5G networks while expanding broadband access where fiber/fixed line deployment is limited or cost - prohibitive
13 Snapshot of the FWA Business Being Acquired SECTION 3
14 ~$200m Revenue Run Rate (Based on Q1 2026 unaudited results) 100 + Customers Deployments Top 3 Global FWA Player The Nokia FWA Business at a Glance Connects high - growth, underpenetrated markets with next - gen wireless broadband solutions x Leader in delivering fiber - like wireless broadband , winning in markets where fiber deployment is less practical x Strong position in the growing FWA market with long - term global expansion opportunity x Broad product portfolio spanning indoor, outdoor, and next - gen wireless solutions x Recent innovation in mmWave expands higher - growth opportunities and supports margin expansion over time INSEEGO ACQUISITION OF NOKIA’S GLOBAL FWA BUSINESS OVERVIEW KEY STATS WORKING WITH SOME OF THE LARGEST SERVICE PROVIDERS
15 mmWave Outdoor Indoor • Enables multi - gigabit speeds and targeted capacity expansion • Supports higher - performance enterprise and dense urban use cases • Extends next - generation wireless broadband capabilities • Extends coverage where indoor signal is insufficient • Enables higher performance across broader deployment environments • Critical for global carrier FWA rollouts • Self - install indoor FWA devices for strong - signal environments • Integrated software supports setup, optimization, and remote management • Supports both consumer and business deployment models DEVICE SOFTWARE • Highly - scalable embedded FWA operating system and application layer across devices (“HomeOS”) • Enables setup, optimization, remote management, analytics, and feature deployment Nokia’s Global FWA Portfolio Expands Inseego’s Platform and International Reach Adds global scale across indoor, outdoor, mmWave, and device software capabilities INSEEGO ACQUISITION OF NOKIA’S GLOBAL FWA BUSINESS
16 A Transformational Milestone for Inseego INSEEGO ACQUISITION OF NOKIA’S GLOBAL FWA BUSINESS
17 Transaction Structure & Economics SECTION 4
18 LONG - TERM ALIGNMENT TRANSITION SUPPORT & ENGINEERING MIGRATION TRANSACTION STRUCTURE x Growth and profitability alignment through profit - sharing arrangement in years 2 and 3 following closing x Aligns Inseego and Nokia around long - term stockholder value creation x Coordinated work to drive improving efficiency and profitability over time x Interim support structure consisting of Nokia quarterly cash payments to Inseego designed to backstop the acquired business at EBITDA break - even during the first year post - closing, capped at an aggregate total payment of $38 million x Engineering, customer continuity and general transition services to be provided through robust 1 - year service arrangements □ Asset purchase structure □ Aggregate consideration: $20m consisting of: • $15m in Inseego common stock issued to Nokia • $5m in warrants issued to Nokia □ Nokia to make additional $10m cash investment in Inseego common stock & warrants □ 50% of shares & warrants locked - up for one year, remaining 50% locked - up for two years Compelling Transaction Structure & Economics Transaction structure designed to support Adjusted EBITDA stability during first - year investment and transition while aligning for growth and long - term profitability expansion Expect to close transaction in Q4 2026, subject to customary closing conditions INSEEGO ACQUISITION OF NOKIA’S GLOBAL FWA BUSINESS
19 Early Snapshot of Combined Profile & Platform at Scale Inseego’s acquisition of Nokia’s global FWA business expands Inseego’s revenue base and global footprint while driving long - term profitability stockholder value creation ~$400m pro forma revenue profile ~$200m revenue run rate (Based on Q1 2026 unaudited results) ~$190m (2026 GUIDANCE ISSUED ON FEB 19, 2026) ANNUAL REVENUE Global footprint Global, predominantly Asia - Pac and EMEA North America GEOGRAPHIC FOOTPRINT Expanded global customer base across operators and use cases Tier - 1 and regional operators across key markets US Tier - 1 carriers & channel partners CUSTOMERS Scaled global wireless broadband platform spanning FWA and mobile Indoor and outdoor consumer FWA Micro/SMB through enterprise to industrial/IoT FWA; mobile hotspot PRODUCT PORTFOLIO INSEEGO ACQUISITION OF NOKIA’S GLOBAL FWA BUSINESS INSEEGO TODAY INSEEGO PRO FORMA PROFILE FWA BUSINESS BEING ACQUIRED
20 Key Transaction Takeaways x Positions Inseego as scaled global wireless broadband platform leader x Expands platform breadth across consumer, enterprise, and mobile connectivity, creating one of the industry’s most comprehensive wireless broadband product portfolios x Establishes unique strategic collaboration with Nokia focused on go - to - market collaboration and joint innovation in 6G, AI & next - gen wireless broadband networks x Transaction structured to support acquired business at EBITDA break - even in first year x Larger platform expected to unlock revenue, cost & operating synergies over time x Nokia investing additional $10m into Inseego and becoming 11% stockholder The acquisition transforms Inseego into a global wireless broadband platform positioned for long - term growth & stockholder value creation INSEEGO ACQUISITION OF NOKIA’S GLOBAL FWA BUSINESS
