ParkerVision permits resale of up to 13.3M shares

Cash exercise of the warrants could provide ParkerVision up to $2,833,756 in gross proceeds for general working capital, including litigation expenses.

Available on EDGAR 10/29/2026 - 06:23 PM EDT Accepted by SEC EDGAR 10/29/2026 - 04:45 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

ParkerVision, Inc. (PRKR) permits selling stockholders to resell up to 13,342,953 shares of common stock. ParkerVision will not receive proceeds from those resales; if the warrants are exercised for cash, it could receive up to $2,833,756 in gross proceeds for general working capital, including litigation expenses.

The accompanying report states that on October 23, 2026, ParkerVision’s board expanded from four to five members and unanimously appointed William G. Walters to fill the resulting director vacancy. He will receive the company’s standard non-employee director compensation arrangements.

Key Figures

Shares registered for resale: Up to 13,342,953 shares Shares issued under securities purchase agreements: 7,962,722 shares Shares issued under March 29, 2021 securities purchase agreements: 3,230,942 shares +4 more

7 metrics

Shares registered for resale Up to 13,342,953 shares Common stock resale by selling stockholders

Shares issued under securities purchase agreements 7,962,722 shares Agreements dated October 5, 2020, November 17, 2020, December 11, 2020, December 21, 2020 and January 5, 2021

Shares issued under March 29, 2021 securities purchase agreements 3,230,942 shares Common stock

Shares underlying Warrants 1,619,289 shares Common stock

Potential gross proceeds from cash exercise Up to $2,833,756 Warrants; for general working capital purposes, including payment of litigation expenses

Shares issued as payment for services 530,000 shares Common stock

Board size Expanded from four to five members Board expansion on October 23, 2026

Key Terms

Warrants, gross proceeds, non-employee director compensation arrangements, indemnification agreement

4 terms

Warrants financial

"shares of Common Stock underlying warrants (“Warrants”)"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

gross proceeds financial

"$2,833,756 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.

non-employee director compensation arrangements technical

"standard non-employee director compensation arrangements"

indemnification agreement technical

"standard indemnification agreement with Mr. Walters"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

Offering Details

secondary · Up to 13,342,953 shares

Offering

Offering Type secondary

Securities Offered Common Stock

Offering Amount Up to 13,342,953 shares

Use of Proceeds ParkerVision will not receive proceeds from selling stockholders’ sales. If the Warrants are exercised for cash, ParkerVision will receive up to $2,833,756 in gross proceeds for general working capital purposes, including payment of litigation expenses.

FAQ

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

How many PRKR shares are registered for resale?

ParkerVision permits selling stockholders to resell up to 13,342,953 shares of common stock, including shares underlying warrants.

Will ParkerVision receive proceeds from PRKR share sales?

ParkerVision will not receive proceeds from sales by the selling stockholders. If the warrants are exercised for cash, the company could receive up to $2,833,756 in gross proceeds for general working capital, including litigation expenses.

What director compensation will William G. Walters receive at PRKR?

William G. Walters will receive ParkerVision’s standard non-employee director compensation arrangements. The company also entered into its standard indemnification agreement with him.

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

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Filed pursuant to Rule 424(b)(3)

Registration No. 333-255217

PROSPECTUS SUPPLEMENT No. 64

(to Prospectus dated April 26, 2021)

PARKERVISION, INC.

13,342,953 Shares of Common Stock

This Prospectus Supplement relates to the prospectus dated April 26, 2021, 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 13,342,953 shares of our common stock, par value $0.01 per share (“Common Stock”) consisting of (i) an aggregate of 7,962,722 shares of Common Stock issued pursuant to securities purchase agreements dated October 5, 2020, November 17, 2020, December 11, 2020, December 21, 2020 and January 5, 2021, (ii) an aggregate of 3,230,942 shares of Common Stock and 1,619,289 shares of Common Stock underlying warrants (“Warrants”) issued pursuant to securities purchase agreements dated March 29, 2021, (iii) 530,000 shares of Common Stock issued as payment for services.

We will not receive proceeds from the sale of the shares of Common Stock by the selling stockholders. To the extent the Warrants are exercised for cash, we will receive up to an aggregate of $2,833,756 in gross proceeds.  We expect to use the proceeds received from the exercise of the Warrants, if any, for general working capital purposes, including payment of litigation expenses.

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 29, 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 6 of the 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 or Prospectus Supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is October 29, 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 23, 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 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 23, 2026, the Board of Directors (the “Board”) of ParkerVision, Inc. (the "Company"), expanded the size of the Board from four to five members, adding a class II director vacancy.

The Board unanimously appointed William G. Walters to fill the director vacancy created by the Board expansion.

Mr. Walters, age 89, is retired from an investment banking career where he focused on micro and small cap companies.  He received a Bachelor of Science in Economics from the Wharton School at the University of Pennsylvania and a certificate from Harvard Business School's Owner/President Management (OPM) program.   

There are no arrangements or understandings between Mr. Walters and any other persons pursuant to which he was selected as a director.  There are no transactions involving Mr. Walters requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Walters will receive the Company's standard non-employee director compensation arrangements.  The Company entered into its standard indemnification agreement with Mr. Walters.

The Company issued a press release announcing the appointment of Mr. Walters, a copy of which is furnished herewith as Exhibit 99.1.

 Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit	Description
99.1	Press Release dated October 29, 2026
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 29, 2026

PARKERVISION, INC.

By /s/ Cynthia French

Cynthia French

Chief Financial Officer