INSEEGO CFO has shares withheld for RSU taxes

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Form Type

Rhea-AI Filing Summary

INSEEGO CORP. Chief Financial Officer Steven Gatoff reported routine share dispositions related to tax withholding on vested equity awards. On April 15, 2026, a total of 10,486 shares of common stock were withheld at $14.14 per share to cover tax liabilities from vesting restricted stock units.

The transactions stem from two RSU grants originally awarded on July 30, 2024 and December 24, 2025, whose vesting schedules were later modified from monthly to quarterly with a 7.5% acceleration. Following these tax-withholding dispositions, Gatoff directly holds 226,389 shares of INSEEGO common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 10,486 shares

Exercise Price or Tax Liability 2 txns

Insider Gatoff Steven

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	8,506	$14.14	$120K
Exercise Price or Tax Liability	Common Stock	1,980	$14.14	$28K

Holdings After Transaction: Common Stock — 226,389 shares (Direct)

Footnotes (2)

F1. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to the vesting of shares from a restricted stock unit (RSU) award that was granted on 7/30/2024. The grant of the RSU was previously reported in Table I of reporting person's Form 4 filed on 8/1/2024. The vesting schedule for the award was subsequently modified from an initial structure of monthly vesting over four years (with one-fourth vesting on the first anniversary of the grant date and 1/48th vesting monthly thereafter) to a quarterly vesting schedule, including a 7.5% acceleration of vesting.
F2. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to the vesting of shares from a restricted stock unit (RSU) award that was granted on 12/24/2025. The grant of the RSU was previously reported in Table I of reporting person's Form 4 filed on 12/29/2025.The vesting schedule for the award was subsequently modified from an initial structure of monthly vesting over four years (with one-fourth vesting on the first anniversary of the grant date and 1/48th vesting monthly thereafter) to a quarterly vesting schedule, including a 7.5% acceleration of vesting.

Key Figures

Shares withheld for taxes (first RSU grant): 8,506 shares at $14.14 Shares withheld for taxes (second RSU grant): 1,980 shares at $14.14 Total shares withheld for taxes: 10,486 shares +3 more

6 metrics

Shares withheld for taxes (first RSU grant) 8,506 shares at $14.14 Tax-withholding disposition on April 15, 2026 from 7/30/2024 RSU

Shares withheld for taxes (second RSU grant) 1,980 shares at $14.14 Tax-withholding disposition on April 15, 2026 from 12/24/2025 RSU

Total shares withheld for taxes 10,486 shares Aggregate F-code tax-withholding dispositions reported in Form 4

Shares held after transactions 226,389 shares Direct INSEEGO common stock ownership after April 15, 2026 transactions

Acceleration of vesting 7.5% Quarterly vesting schedule includes 7.5% acceleration for RSU awards

Original vesting term 4 years Initial structure of monthly vesting over four years for RSU awards

Key Terms

restricted stock unit (RSU), tax-withholding disposition, vesting schedule, quarterly vesting schedule, +1 more

5 terms

restricted stock unit (RSU) financial

"related to the vesting of shares from a restricted stock unit (RSU) award"

A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

vesting schedule financial

"The vesting schedule for the award was subsequently modified"

A vesting schedule is a timeline that determines when someone gains full ownership of certain benefits, such as company stock or retirement contributions. Think of it like earning the right to own a gift gradually over time, rather than receiving it all at once. It matters to investors because it affects when they can fully access or sell these benefits, influencing their financial planning and decision-making.

quarterly vesting schedule financial

"modified from an initial structure of monthly vesting over four years ... to a quarterly vesting schedule"

acceleration of vesting financial

"to a quarterly vesting schedule, including a 7.5% acceleration of vesting"

FAQ

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

What did INSG CFO Steven Gatoff report in this Form 4 filing?

CFO Steven Gatoff reported tax-related share dispositions, where 10,486 INSEEGO CORP. shares were withheld to pay income taxes on vested restricted stock units. These are not open-market sales but automatic withholdings tied to equity compensation vesting.

How many INSEEGO (INSG) shares were withheld for taxes in this filing?

A total of 10,486 INSEEGO CORP. common shares were withheld for tax obligations. The Form 4 shows 8,506 shares and 1,980 shares withheld at $14.14 per share, each linked to separate restricted stock unit awards that vested on April 15, 2026.

Does this INSG Form 4 show the CFO selling shares on the open market?

No, the Form 4 shows tax-withholding dispositions, not open-market sales. Shares were automatically withheld by INSEEGO to cover the CFO’s tax liabilities arising from RSU vesting, which is a common, mechanical feature of equity compensation programs.

How many INSEEGO (INSG) shares does the CFO hold after these transactions?

After the reported tax-withholding dispositions, CFO Steven Gatoff directly holds 226,389 INSEEGO CORP. common shares. This figure reflects his remaining position following the automatic share withholdings tied to the vesting of restricted stock unit awards.

What equity awards are involved in this INSG Form 4 filing?

The transactions relate to two restricted stock unit awards granted on July 30, 2024, and December 24, 2025. Their vesting schedules were changed from monthly to quarterly vesting, with a 7.5% acceleration, and the reported shares were withheld upon vesting to cover related tax liabilities.

What does transaction code F mean in this INSG Form 4?

Transaction code F indicates shares were disposed of to pay taxes or exercise costs. Here it reflects shares of INSEEGO CORP. common stock withheld by the company to satisfy CFO Steven Gatoff’s tax obligations triggered by the vesting of restricted stock unit awards.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/17/2026 - 08:19 AM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gatoff Steven

(Last)

(First)

(Middle)

C/O INSEEGO CORP

9710 SCRANTON ROAD, SUITE 200

(Street)

SAN DIEGO

CALIFORNIA

92121

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
INSEEGO CORP. [ INSG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/15/2026		F		8,506	D⁽¹⁾	$14.14	228,369	D
Common Stock	04/15/2026		F		1,980	D⁽²⁾	$14.14	226,389	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to the vesting of shares from a restricted stock unit (RSU) award that was granted on 7/30/2024. The grant of the RSU was previously reported in Table I of reporting person's Form 4 filed on 8/1/2024. The vesting schedule for the award was subsequently modified from an initial structure of monthly vesting over four years (with one-fourth vesting on the first anniversary of the grant date and 1/48th vesting monthly thereafter) to a quarterly vesting schedule, including a 7.5% acceleration of vesting.

2. Represents shares withheld to cover payment of the tax liabilities of the reporting person related to the vesting of shares from a restricted stock unit (RSU) award that was granted on 12/24/2025. The grant of the RSU was previously reported in Table I of reporting person's Form 4 filed on 12/29/2025.The vesting schedule for the award was subsequently modified from an initial structure of monthly vesting over four years (with one-fourth vesting on the first anniversary of the grant date and 1/48th vesting monthly thereafter) to a quarterly vesting schedule, including a 7.5% acceleration of vesting.

	/s/ Frances Wong, Attorney-in-Fact	04/17/2026
	** Signature of Reporting Person	Date
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 4 (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 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR