ParkerVision permits resale of up to 12.8M shares

At the September 25, 2026 meeting, shareholders elected two directors and ratified the independent accounting firm for 2026.

Rhea-AI Filing Summary

ParkerVision, Inc.'s prospectus permits selling stockholders to resell up to 12,800,000 shares of common stock: 7,800,000 shares issuable upon conversion of convertible promissory notes or, at the company's option, for interest payments, plus 5,000,000 shares issuable upon exercise of a five-year warrant. The company will not receive proceeds from selling-stockholder resales; if the warrant is exercised for cash, it may receive up to $800,000 in gross proceeds, which it expects to use for patent enforcement actions and other working capital and general corporate purposes.

At the September 25, 2026 annual meeting, shareholders elected Jeffrey L. Parker as a Class I Director for a term expiring at the 2029 annual meeting and Anthony B. Bowers as a Class II Director for the remaining term expiring at the 2027 annual meeting. Shareholders ratified Frazier & Deeter, LLC as independent registered public accounting firm for the year ending December 31, 2026. ParkerVision had 148,226,874 common shares issued and outstanding and entitled to vote as of July 29, 2026.

Key Figures

Shares permitted for resale: 12,800,000 shares Shares issuable upon note conversion or for interest payments: 7,800,000 shares Shares issuable upon warrant exercise: 5,000,000 shares +2 more

5 metrics

Shares permitted for resale 12,800,000 shares Common stock

Shares issuable upon note conversion or for interest payments 7,800,000 shares Interest payments at the company's option

Shares issuable upon warrant exercise 5,000,000 shares Five-year warrant

Potential gross proceeds from cash warrant exercise Up to $800,000 If the warrant is exercised for cash

Common shares issued and outstanding and entitled to vote 148,226,874 shares As of July 29, 2026

Key Terms

convertible promissory notes, gross proceeds, Broker Non-Vote, record date

4 terms

convertible promissory notes financial

"conversion of ... convertible promissory notes"

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.

gross proceeds financial

"up to an aggregate of $800,000 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.

Broker Non-Vote financial

"Votes For | Votes Against | Votes Withheld | Broker Non-Vote"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

record date regulatory

"The record date for shareholders entitled to notice"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Offering Details

secondary · 12,800,000 shares

Offering

Offering Type secondary

Securities Offered Common Stock

Offering Amount 12,800,000 shares

Use of Proceeds No proceeds from selling-stockholder resales; if the warrant is exercised for cash, up to $800,000 in gross proceeds, which ParkerVision expects to use for patent enforcement actions and other working capital and general corporate purposes.

FAQ

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

How many PRKR shares can selling stockholders resell?

ParkerVision's prospectus permits selling stockholders to resell up to 12,800,000 shares of common stock. This includes 7,800,000 shares issuable upon conversion of convertible promissory notes or for interest payments at the company's option, and 5,000,000 shares issuable upon exercise of a five-year warrant.

Does PRKR receive proceeds from the resale or warrant exercise?

ParkerVision will not receive proceeds from selling-stockholder resales. If the warrant is exercised for cash, the company may receive up to $800,000 in gross proceeds, which it expects to use for patent enforcement actions and other working capital and general corporate purposes.

What did PRKR shareholders decide at the 2026 annual meeting?

At the September 25, 2026 annual meeting, shareholders elected Jeffrey L. Parker as Class I Director for a term expiring at the 2029 annual meeting and Anthony B. Bowers as Class II Director for the remaining term expiring at the 2027 annual meeting. They ratified Frazier & Deeter, LLC as independent registered public accounting firm for the year ending December 31, 2026.

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

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Available on EDGAR 09/28/2026 - 04:27 PM Accepted by SEC EDGAR 09/28/2026 - 04:25 PM Learn about SEC filing dates

Filed pursuant to Rule 424(b)(3)

Registration No. 333-230888

PROSPECTUS SUPPLEMENT No. 89

(to Prospectus dated April 19, 2019)

PARKERVISION, INC.

12,800,000 Shares of Common Stock

This Prospectus Supplement relates to the prospectus dated April 19, 2019, as amended and supplemented from time to time (the “Prospectus”), which permits the resale by the selling stockholders listed in the Prospectus of up to 12,800,000 shares of our common stock, par value $0.01 per share (“Common Stock”), consisting of (i) up to 7,800,000 shares of Common Stock issuable upon conversion of, and for the payment of interest from time to time at our option for, convertible promissory notes and (ii) 5,000,000 shares of Common Stock issuable upon the exercise of a five-year warrant. 

We will not receive proceeds from the sale of the shares of Common Stock by the selling stockholders. To the extent the warrant is exercised for cash, we will receive up to an aggregate of $800,000 in gross proceeds. We expect to use proceeds received from the exercise of the warrant, if any, to fund our patent enforcement actions and for other working capital and general corporate 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 September 28, 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 listed on the OTCQB Venture Capital Market under the ticker symbol “PRKR.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 5 of the Prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the SEC nor any such authority has approved or disapproved these securities or determined whether this Prospectus or Prospectus Supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is September 28, 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): September 25, 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 5.07 - Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on September 25, 2026.  The record date for shareholders entitled to notice of, and to vote at, the Annual Meeting was July 29, 2026.  At the close of business on that date, the Company had 148,226,874 shares of common stock issued and outstanding and entitled to be voted at the Annual Meeting.  Two proposals were submitted to the Company’s shareholders at the Annual Meeting.  The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on August 11, 2026.  The final voting results were as follows:

Proposal 1

The Company’s shareholders elected the following Class I Director to serve for a term expiring at the 2029 annual meeting.  The voting results are set forth below. 

	Votes For	Votes Against	Votes Withheld	Broker Non-Vote
Jeffrey L. Parker	21,862,556	0	837,457	71,479,395

The Company's shareholders also elected the following Class II Director to serve for the remaining Class II term expiring at the 2027 annual meeting.

	Votes For	Votes Against	Votes Withheld	Broker Non-Vote
Anthony B. Bowers	22,063,764	0	636,249	71,479,395

Proposal 2

The Company’s shareholders ratified the selection of Frazier & Deeter, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2026.  The voting results are set forth below.

Votes For	Votes Against	Votes Abstained	Broker Non-Vote
93,703,944	51,229	424,235	N/A

 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: September 28, 2026

PARKERVISION, INC.

By /s/ Cynthia French

Cynthia French

Chief Financial Officer