Inseego (INSG) CFO disposes RSU shares to cover tax liability

Rhea-AI Filing Summary

INSEEGO CORP. Chief Financial Officer Steven Gatoff reported a tax-withholding disposition of 1,570 shares of common stock at $12.35 per share. The shares were withheld to cover tax liabilities arising from the vesting of a previously granted RSU award, leaving him with 236,875 shares held directly.

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

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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 CA 92121

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/28/2026		F		1,570	D(1)	$12.35	236,875	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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.

	/s/ Frances Wong, Attorney-in-Fact	03/03/2026
	** 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).
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FAQ

What insider transaction did INSG CFO Steven Gatoff report?

INSEEGO CORP. CFO Steven Gatoff reported a tax-withholding disposition of 1,570 common shares. These shares were withheld to satisfy tax liabilities from the vesting of a restricted stock unit (RSU) award granted on July 30, 2024, rather than an open-market sale.

Was the INSG CFO’s Form 4 transaction an open-market sale?

No, the transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to cover Steven Gatoff’s tax liabilities related to vesting RSUs, as disclosed in the Form 4 footnote, rather than being sold to third-party buyers.

How many INSG shares were involved in the CFO’s tax withholding?

The transaction involved 1,570 shares of INSEEGO CORP. common stock at $12.35 per share. These shares were withheld in connection with the vesting of an RSU award, serving specifically to cover the reporting person’s associated tax obligations on that vesting event.

How many INSG shares does the CFO hold after this Form 4 event?

After the tax-withholding disposition, CFO Steven Gatoff directly holds 236,875 shares of INSEEGO CORP. common stock. This figure reflects his ownership following the withholding of 1,570 shares to satisfy tax liabilities tied to the vesting of a prior RSU grant.

What was the source of the RSUs related to the INSG CFO’s tax withholding?

The tax-withholding disposition relates to an RSU award granted to Steven Gatoff on July 30, 2024. The Form 4 notes that the original RSU grant had been previously reported in Table I of a Form 4 filed on August 1, 2024, documenting that equity award.