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ParkerVision (NASDAQ: PRKR) registers 16.6M shares for resale

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

ParkerVision, Inc. files a Prospectus Supplement registering 16,638,353 shares of Common Stock for resale by selling shareholders, consisting of shares issuable upon conversion of convertible promissory notes dated between May 10, 2022 and August 3, 2022 with a fixed conversion price of $0.13 per share. The supplement incorporates an attached Form 8-K dated April 22, 2026. The 8-K discloses that the Compensation Committee approved an extension of expiration dates for certain fully vested nonqualified stock options granted on August 7, 2019—2,660,000 options for CEO Jeffrey Parker and 870,550 options for CFO Cynthia French—moving the expiration from August 7, 2026 to August 7, 2029. The company expects to record a one-time non-cash share-based compensation charge of approximately $360,000 related to that modification.

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Shares registered for resale 16,638,353 shares Prospectus Supplement dated April 27, 2026
Conversion price $0.13 per share Convertible promissory notes dated May 10, 2022 to August 3, 2022
CEO options 2,660,000 options Granted August 7, 2019; exercise price $0.171/share; expiration extended to August 7, 2029
CFO options 870,550 options Granted August 7, 2019; exercise price $0.171/share; expiration extended to August 7, 2029
Exercise price $0.171 per share Original exercise price for the modified options
One-time charge $360,000 Estimated non-cash share-based compensation charge for the modification
Note date range May 10, 2022 – August 3, 2022 Dates of convertible promissory notes tied to registered shares
Prospectus Supplement regulatory
"This Prospectus Supplement relates to the prospectus dated August 22, 2022"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
convertible promissory notes financial
"issuable upon conversion of...convertible promissory notes dated between May 10, 2022 and August 3, 2022"
A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.
nonqualified stock options financial
"modification of certain outstanding nonqualified stock options held by its Chief Executive Officer"
A nonqualified stock option is a company-issued right that lets an employee or contractor buy shares later at a preset price, like a coupon to purchase stock regardless of the market price. It matters to investors because when the option is used the recipient owes ordinary-income tax on the difference between market and preset price, which affects the holder’s financial decisions and can change the company’s share count and reported expenses.
share-based compensation charge financial
"expects to record a one-time non-cash share-based compensation charge of approximately $360,000"
vesting financial
"The options were fully vested as of the modification date"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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

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FAQ

What shares does PRKR register for resale in this prospectus supplement?
The prospectus supplement registers 16,638,353 shares of Common Stock for resale, consisting of shares issuable upon conversion of specified convertible promissory notes dated between May 10, 2022 and August 3, 2022 at $0.13 per share.

What conversion price applies to the convertible notes tied to the registered shares?
The shares are issuable upon conversion of convertible promissory notes with a fixed conversion price of $0.13 per share, as stated in the prospectus supplement and related prospectus documents.

What option modifications did ParkerVision disclose on the Form 8-K?
The Compensation Committee extended expiration dates for fully vested options granted on August 7, 2019: 2,660,000 options for the CEO and 870,550 options for the CFO, changing expiration from August 7, 2026 to August 7, 2029.

Will ParkerVision record any charge for the option extensions?
Yes. The company expects to record a one-time non-cash share-based compensation charge of approximately $360,000 in connection with the modifications to the awards, as disclosed in the Form 8-K.

Were any other option terms changed or were new shares issued?
No other terms were changed: the exercise price, number of shares subject to the awards, and vesting status remain the same. No additional securities were issued in connection with the modification.

Filed pursuant to Rule 424(b)(3)

Registration No. 333-266777

 

PROSPECTUS SUPPLEMENT No. 46

(to Prospectus dated August 22, 2022)

 

PARKERVISION, INC.

16,638,353 Shares of Common Stock

 

This Prospectus Supplement relates to the prospectus dated August 22, 2022, 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 16,638,353 shares of our common stock, par value $0.01 per share (“Common Stock”) issuable upon conversion of, and for the payment of interest from time to time at our option for convertible promissory notes dated between May 10, 2022 and August 3, 2022 with a fixed conversion price of $0.13 per share.

 

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 April 27, 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.

 

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 5 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 April 27, 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):April 22, 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 5.02(e) Compensatory Arrangements of Certain Officers

 

On April 22, 2026, the Compensation Committee of the Board of Directors (“Committee”) of ParkerVision, Inc. (the “Company”), approved the modification of certain outstanding nonqualified stock options held by its Chief Executive Officer, Jeffrey Parker, and its Chief Financial Officer, Cynthia French, in order to extend the expiration date of the options from August 7, 2026 to August 7, 2029 to preserve the intended long-term incentive value of the awards.

 

The modified options include 2,660,000 options awarded to Mr. Parker and 870,550 options awarded to Ms. French on August 7, 2019, with an exercise price of $0.171 per share and an original term of seven years. The options were fully vested as of the modification date and the Company expects to record a one-time non-cash share-based compensation charge of approximately $360,000 in connection with the modification of these awards.

 

The extension of the expiration date is the only modification made to these awards, and no changes were made to the exercise price, the number of shares subject to the awards, vesting status or any other terms of the awards. No additional securities were issued in connection with the modification.

 

 

 Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit

Description
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: April 27, 2026

    
   

PARKERVISION, INC.
     
   

By /s/ Cynthia French
   

Cynthia French
   

Chief Financial Officer

 

 

Source: View Original Filing on SEC EDGAR