ParkerVision (PRKR) registers 12.8M shares; warrant could bring $800K

Rhea-AI Filing Summary

ParkerVision, Inc. files a Prospectus Supplement registering 12,800,000 shares of Common Stock for resale by selling stockholders, consisting of up to 7,800,000 shares issuable upon conversion of convertible promissory notes and 5,000,000 shares issuable upon exercise of a five-year warrant. The company will not receive proceeds from resales by selling stockholders; if the warrant is exercised for cash, the company would receive up to $800,000 in gross proceeds to fund patent enforcement actions and for working capital. This supplement incorporates an attached Form 8-K that discloses a director resignation and a new director appointment.

Insights

Securities Attorney

Resale registration updates shareholder liquidity; proceeds treatment limited.

The Prospectus Supplement registers 12,800,000 shares for resale by selling stockholders, split into 7,800,000 shares from convertible notes and 5,000,000 from a warrant. The filing states the company will not receive proceeds from resales but may receive up to $800,000 if the warrant is cashed.

Key qualifiers include the securities' resale nature and the explicit proceeds treatment; timing and pricing of any resale activity depend on holder actions and warrant exercise decisions.

Corporate Governance Analyst

Board change disclosed: retirement resignation and replacement.

The attached Form 8-K reports the resignation of director Lewis Titterton effective May 15, 2026, described as retirement, and the May 19, 2026 appointment of Anthony Bowers to the Board and to the Audit and Compensation Committees. The filing states standard non-employee director compensation and an indemnification agreement were provided.

This is a routine governance update; any material governance impact would depend on future disclosures about Board actions or company strategy.

Key Figures

Registered shares: 12,800,000 shares Convertible-notes shares: 7,800,000 shares Warrant shares: 5,000,000 shares +1 more

4 metrics

Registered shares 12,800,000 shares Prospectus Supplement dated May 21, 2026

Convertible-notes shares 7,800,000 shares Issuable upon conversion of convertible promissory notes

Warrant shares 5,000,000 shares Issuable upon exercise of a five-year warrant

Potential warrant proceeds $800,000 Gross proceeds if the warrant is exercised for cash

Key Terms

Prospectus Supplement, Selling stockholders, Convertible promissory notes, Warrant exercise, +1 more

5 terms

Prospectus Supplement regulatory

"This Prospectus Supplement relates to the prospectus dated April 19, 2019"

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.

Selling stockholders financial

"resale by the selling stockholders listed in the Prospectus"

Selling stockholders are existing owners of a company's shares who are offering some or all of their holdings for sale, often as part of a public offering or secondary transaction. For investors this matters because such sales increase the number of shares available to buy, can signal how confident current owners are about future prospects, and may put short-term pressure on the stock price similar to more tickets being released for a popular event.

Convertible promissory notes financial

"shares of Common Stock issuable upon 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.

Warrant exercise financial

"5,000,000 shares of Common Stock issuable upon the exercise of a five-year warrant"

A warrant exercise is when the holder of a warrant pays a preset price to convert that warrant into actual company shares. Think of it like using a coupon to buy a product at a locked-in price; if the market price is higher, the buyer gains immediate value. For investors it matters because exercising brings cash into the company but also increases the total number of shares, which can reduce each existing shareholder’s ownership percentage and affect the stock price.

OTCQB Venture Capital Market market

"Our Common Stock is listed on the OTCQB Venture Capital Market under the ticker symbol"

Offering Details

resale/secondary

Offering

Offering Type resale/secondary

Use of Proceeds If warrant is exercised for cash, proceeds up to $800,000 expected to fund patent enforcement actions and for working capital

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

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Accepted by SEC EDGAR 05/21/2026 - 04:07 PM Learn about SEC filing dates

FAQ

What securities does PRKR register in this prospectus supplement?

This supplement registers 12,800,000 shares of Common Stock, including 7,800,000 shares from convertible notes and 5,000,000 shares from a five-year warrant, all listed in the supplement.

Will ParkerVision receive proceeds from these registered shares?

The company will not receive proceeds from resales by the selling stockholders; however, if the five-year warrant is exercised for cash, the company could receive up to $800,000 in gross proceeds.

How does ParkerVision plan to use any proceeds from warrant exercise?

Proceeds from any cash exercise of the warrant are expected to be used to fund patent enforcement actions and for working capital and general corporate purposes, as stated in the supplement.

What change to the Board did the attached Form 8-K disclose?

The Form 8-K discloses the resignation of director Lewis Titterton (retirement) and the appointment of Anthony Bowers to the Board and to the Audit and Compensation Committees.

Does the supplement state how many shares are issuable upon conversion or exercise?

Yes; the supplement specifies 7,800,000 shares issuable upon conversion of convertible promissory notes and 5,000,000 shares issuable upon exercise of the five-year warrant.

Filed pursuant to Rule 424(b)(3)

Registration No. 333-230888

PROSPECTUS SUPPLEMENT No. 87

(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 May 21, 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 May 21, 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): May 15, 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 May 15, 2026, Mr. Lewis Titterton resigned from the Board of Directors (the “Board”) of ParkerVision, Inc. (the "Company"), and from the Audit and Compensation Committees on which he served.  Mr. Titterton’s resignation was due to retirement and not due to any disagreement with the Company or any matter relating to the Company's operations, policies or practices. 

On May 19, 2026, the Board unanimously appointed Anthony Bowers to fill the director vacancy created by Mr. Titterton’s resignation.  Mr. Bowers was also appointed to the Audit and Compensation Committees of the Board.

Mr. Bowers, age 69, has served as Director of Corporate Sales at Intro-act, LLC since 2017.  Prior to joining Intro-act, LLC, Mr. Bowers held positions in corporate and institutional sales, including leadership roles at OTR Global and Goldman Sachs.  Mr. Bowers holds an MBA in Accounting and Finance from the Wharton School and a bachelor's degree in economics from Amherst College. 

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

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

The Company issued a press release announcing the resignation of Mr. Titterton and the appointment of Mr. Bowers, 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 May 21, 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: May 21, 2026

PARKERVISION, INC.

By /s/ Cynthia French

Cynthia French

Chief Financial Officer