ParkerVision updates resale of up to 9.39M shares

The convertible notes specify a fixed conversion price of $0.16 per share.

Rhea-AI Filing Summary

ParkerVision, Inc. is updating a prospectus that permits selling shareholders to resell up to 9,387,500 shares of common stock.

The resale amount comprises 2,843,750 shares already issued under securities purchase agreements, 6,343,750 shares tied to conversion of convertible notes and interest payments at ParkerVision’s option, and 200,000 shares issuable upon exercise of options issued as payment for services. ParkerVision will not receive proceeds from selling shareholders’ resales. If the options are exercised for cash, ParkerVision could receive up to $42,620 in gross proceeds, which it expects to use for general working capital.

Filing Explained

This update maintains resale-registration effectiveness without a new issuance; the litigation notice reports an issued appellate order.

ParkerVision reports that the Federal Circuit issued an order in its expedited patent infringement appeal against Qualcomm. The accompanying supplement updates the resale prospectus to maintain its effectiveness. The company says these Form 424B3 filings do not involve issuing new securities.

Key Figures

Shares permitted for resale: Up to 9,387,500 shares Shares issued under securities purchase agreements: 2,843,750 shares Shares tied to convertible notes: 6,343,750 shares +3 more

6 metrics

Shares permitted for resale Up to 9,387,500 shares Common stock

Shares issued under securities purchase agreements 2,843,750 shares Included in the resale amount

Shares tied to convertible notes 6,343,750 shares Issuable upon conversion and for interest payments at ParkerVision’s option

Shares issuable upon option exercise 200,000 shares Options issued as payment for services

Fixed conversion price $0.16 per share Convertible notes

Potential gross proceeds Up to $42,620 If the options are exercised for cash

Key Terms

Convertible Notes, fixed conversion price, gross proceeds

3 terms

Convertible Notes financial

"convertible promissory notes dated January 11, 2023 and January 13, 2023"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

fixed conversion price financial

"with a fixed conversion price of $0.16 per share"

gross proceeds financial

"up to an aggregate of $42,620 in gross proceeds"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

Offering Details

secondary · Up to 9,387,500 shares

Offering

Offering Type secondary

Securities Offered Common Stock

Offering Amount Up to 9,387,500 shares

Use of Proceeds ParkerVision will not receive proceeds from selling shareholders’ sales. If the Options are exercised for cash, ParkerVision will receive up to an aggregate of $42,620 in gross proceeds, which it expects to use for general working capital purposes.

FAQ

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

How many PRKR shares may selling shareholders resell?

The prospectus permits resale of up to 9,387,500 shares of common stock. This comprises 2,843,750 shares issued under securities purchase agreements, 6,343,750 shares tied to convertible notes and interest payments at ParkerVision’s option, and 200,000 shares issuable upon exercise of options issued as payment for services.

Does ParkerVision receive proceeds from PRKR shareholder resales?

No. ParkerVision states it will not receive proceeds from selling shareholders’ sales. If the options issued as payment for services are exercised for cash, ParkerVision could receive up to $42,620 in gross proceeds, which it expects to use for general working capital.

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

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Available on EDGAR 10/01/2026 - 06:03 PM Accepted by SEC EDGAR 10/01/2026 - 04:04 PM Learn about SEC filing dates

Filed pursuant to Rule 424(b)(3)

Registration No. 333-271351

PROSPECTUS SUPPLEMENT No. 40

(to Prospectus dated May 11, 2023)

PARKERVISION, INC.

9,387,500 Shares of Common Stock

This Prospectus Supplement relates to the prospectus dated May 11, 2023, as amended and supplemented from time to time (the “Prospectus”), which permits the resale by the selling shareholders listed in the Prospectus of up to 9,387,500 shares of our common stock, par value $0.01 per share (“Common Stock”) consisting of (i) an aggregate of 2,843,750 shares of Common Stock issued pursuant to securities purchase agreements dated November 30, 2022, December 23, 2022 and January 13, 2023, (ii) an aggregate of 6,343,750 shares of Common Stock issuable upon conversion of, and for the payment of interest from time to time at our option on, convertible promissory notes dated January 11, 2023 and January 13, 2023 with a fixed conversion price of $0.16 per share (the “Convertible Notes”), and (iii) 200,000 shares of Common Stock issuable upon exercise of options issued as payment for services (“Options”).

We will not receive proceeds from the sale of the shares of Common Stock by the selling shareholders. To the extent the Options are exercised for cash, we will receive up to an aggregate of $42,620 in gross proceeds.  We expect to use the proceeds received from the exercise of the Options, if any, for general working capital purposes.

This Prospectus Supplement is being filed to update and supplement the information previously included in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 1, 2026.  Accordingly, we have attached the 8-K to this prospectus supplement.  You should read this prospectus supplement together with the prospectus, which is to be delivered with this prospectus supplement.

Any statement contained in the Prospectus shall be deemed to be modified or superseded to the extent that information in this Prospectus Supplement modifies or supersedes such statement.  Any statement that is modified or superseded shall not be deemed to constitute a part of the Prospectus except as modified or superseded by this Prospectus Supplement.

This Prospectus Supplement should be read in conjunction with, and may not be delivered or utilized without, the Prospectus.

Our Common Stock is quoted on the OTCQB Venture Market under the ticker symbol “PRKR.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is October 1, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 1, 2026

PARKERVISION, INC.

(Exact Name of Registrant as Specified in Charter)

Florida	000-22904	59-2971472
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4446-1A Hendricks Avenue Suite 354, Jacksonville, Florida	32207
(Address of Principal Executive Offices)	(Zip Code)

(904) 732-6100

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
None

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.

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.   ☐

Item 8.01 Other Events

On October 1, 2026,  ParkerVision, Inc. (the “Company”) issued a press release announcing that the Court of Appeals for the Federal Circuit issued its order in the expedited appeal of the Company's patent infringement case against Qualcomm.  A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 hereto, has been “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

The Company will file prospectus supplements on Form 424B3 to update previously filed S-1 registration statements to maintain their effectiveness.  These Form 424B3 filings typically follow the filing of the Company's periodic reports with the SEC, including Forms 8-K, and do not involve the issuance of any new securities by the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit	Description
99.1	Press Release
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.

Dated: October 1, 2026

PARKERVISION, INC.

By /s/ Cynthia French

Cynthia French

Chief Financial Officer