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Inseego: Nokia unit holds 1.94M shares plus warrants

Warrant exercises are subject to a 19.9% beneficial ownership limit, which the holder may change by notice effective on the 61st day.

(High)

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Form Type
3

Rhea-AI Filing Summary

INSEEGO CORP. (INSG) reports that Nokia Solutions and Networks Oy held 1,939,488 common shares and warrants exercisable for 781,708 shares on October 1, 2026. The warrants are immediately exercisable at $4.2600 per share and expire October 1, 2030; exercise is limited if it would put the holder and its affiliates above 19.9% beneficial ownership. Nokia Corporation may be deemed to beneficially own its subsidiary’s securities but disclaims beneficial ownership except to the extent of any pecuniary interest.

Insights

Analyzing...

Insider Nokia Solutions & Networks Oy, NOKIA CORP
Role 10% Owner | 10% Owner
Type Security Shares Price Value
holding Warrants (Right to Buy) F3, F1, F2 -- -- --
holding Common Stock F1, F2 -- -- --
Holdings After Transaction: Warrants (Right to Buy) — 781,708 contracts (Direct); Common Stock — 1,939,488 shares (Direct)
Footnotes (3)
  1. F1. On April 30, 2026, the Issuer and Nokia Solutions and Networks Oy entered into an Asset Purchase Agreement (the "Purchase Agreement") and concurrently entered into a Subscription Agreement (the "Subscription Agreement"). On October 1, 2026, pursuant to the terms of the Purchase Agreement, Nokia Solutions and Networks Oy received 1,163,693 shares of Common Stock and warrants to purchase an aggregate of 521,139 shares of Common Stock. Also on October 1, 2026, pursuant to the terms of the Subscription Agreement, Nokia Solutions and Networks Oy received 775,795 shares of Common Stock and warrants to purchase an aggregate of 260,569 shares of Common Stock.
  2. F2. As the 100% owner of Nokia Solutions and Networks Oy, Nokia Corporation may be deemed to beneficially own the securities of the Issuer held by Nokia Solutions and Networks Oy. Nokia Corporation disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any.
  3. F3. The warrants are immediately exercisable for 781,708 shares of Common Stock. However, the warrants may not be exercised to the extent the aggregate number of shares of Common Stock beneficially owned by the holder thereof (together with its affiliates) immediately following such exercise would exceed 19.9% of then total issued and outstanding shares of Common Stock. The holder, upon notice to the Issuer, may increase or decrease this beneficial ownership limitation to any percentage specified in such notice. Any increase or decrease in the beneficial ownership limitation will not be effective until the 61st (sixty-first) day after such notice is delivered to the Issuer.
Common shares held 1,939,488 shares Nokia Solutions and Networks Oy holdings reported on October 1, 2026
Shares underlying warrants 781,708 shares Warrants held by Nokia Solutions and Networks Oy
Exercise price $4.2600 per share Warrants exercisable for common stock
Beneficial ownership limitation 19.9% Limit applicable to warrant exercises by the holder and its affiliates
Warrant expiration October 1, 2030 Expiration date of the reported warrants
Asset Purchase Agreement financial
"entered into an Asset Purchase Agreement"
An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.
Subscription Agreement financial
"entered into a Subscription Agreement"
A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.
beneficial ownership limitation regulatory
"increase or decrease the beneficial ownership limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
pecuniary interest regulatory
"except to the extent of its pecuniary interest therein"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many INSG shares and warrant shares did Nokia Solutions receive?

On October 1, 2026, Nokia Solutions and Networks Oy received 1,163,693 common shares and warrants for 521,139 shares under the Asset Purchase Agreement, and 775,795 common shares and warrants for 260,569 shares under the Subscription Agreement.

What is the ownership limit on INSG warrant exercises?

The warrants may not be exercised if the exercise would cause the holder and its affiliates to beneficially own more than 19.9% of INSG’s then-issued and outstanding common stock. The holder may change the limit by notice to the issuer, with the change effective on the 61st day after the notice is delivered.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Nokia Solutions & Networks Oy

(Last)(First)(Middle)
KARAKAARI 7

(Street)
ESPOOFL-02610

(City)(State)(Zip)

FINLAND

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2026
3. Issuer Name and Ticker or Trading Symbol
INSEEGO CORP. [ INSG ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock1,939,488(1)D(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants (Right to Buy) (3)10/01/2030Common Stock781,708(1)$4.26D(2)
1. Name and Address of Reporting Person*
Nokia Solutions & Networks Oy

(Last)(First)(Middle)
KARAKAARI 7

(Street)
ESPOOFL-02610

(City)(State)(Zip)

FINLAND

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
NOKIA CORP

(Last)(First)(Middle)
KARAKAARI 7

(Street)
ESPOOFL-02610

(City)(State)(Zip)

FINLAND

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. On April 30, 2026, the Issuer and Nokia Solutions and Networks Oy entered into an Asset Purchase Agreement (the "Purchase Agreement") and concurrently entered into a Subscription Agreement (the "Subscription Agreement"). On October 1, 2026, pursuant to the terms of the Purchase Agreement, Nokia Solutions and Networks Oy received 1,163,693 shares of Common Stock and warrants to purchase an aggregate of 521,139 shares of Common Stock. Also on October 1, 2026, pursuant to the terms of the Subscription Agreement, Nokia Solutions and Networks Oy received 775,795 shares of Common Stock and warrants to purchase an aggregate of 260,569 shares of Common Stock.
2. As the 100% owner of Nokia Solutions and Networks Oy, Nokia Corporation may be deemed to beneficially own the securities of the Issuer held by Nokia Solutions and Networks Oy. Nokia Corporation disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any.
3. The warrants are immediately exercisable for 781,708 shares of Common Stock. However, the warrants may not be exercised to the extent the aggregate number of shares of Common Stock beneficially owned by the holder thereof (together with its affiliates) immediately following such exercise would exceed 19.9% of then total issued and outstanding shares of Common Stock. The holder, upon notice to the Issuer, may increase or decrease this beneficial ownership limitation to any percentage specified in such notice. Any increase or decrease in the beneficial ownership limitation will not be effective until the 61st (sixty-first) day after such notice is delivered to the Issuer.
Nokia Solutions and Networks Oy: By: /s/ Virtanen Pasi Tapani, Authorized Signatory10/01/2026
Nokia Solutions and Networks Oy: By: /s/ Viljakainen Henna Pauliina, Authorized Signatory10/01/2026
Nokia Corporation: By: /s/ Virtanen Pasi Tapani, Authorized Signatory10/01/2026
Nokia Corporation: By: /s/ Viljakainen Henna Pauliina, Authorized Signatory10/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

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