ParkerVision (PRKR) details 13.3M-share resale and major CEO option grant

Rhea-AI Filing Summary

ParkerVision, Inc. has a prospectus supplement covering the resale by existing stockholders of up to 13,342,953 shares of common stock, including shares previously issued in securities purchase agreements, shares underlying warrants, and shares issued as payment for services. The company will not receive any proceeds from stockholder resales, but could receive up to $2,833,756 in gross proceeds if the associated warrants are exercised for cash, which it plans to use for general working capital, including litigation expenses.

The filing also describes new equity incentives for executives. The CEO received a performance-based stock option for up to 8,000,000 shares and the CFO received a performance-based option for up to 500,000 shares, both with a $0.24 exercise price and a five-year performance period tied to cumulative net cash from patent enforcement actions. These options fully vest early if the company’s market capitalization reaches $1 billion for 20 consecutive trading days or upon a change in control. The CFO also received a time-based option for up to 500,000 shares at $0.24 per share, and both executives were granted a 2.5% cost-of-living base salary increase.

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Accepted by SEC EDGAR 01/26/2026 - 04:57 PM Learn about SEC filing dates

FAQ

What does ParkerVision (PRKR) register in this prospectus supplement?

ParkerVision’s prospectus supplement permits the resale by selling stockholders of up to 13,342,953 shares of common stock. These consist of shares issued under several 2020–2021 securities purchase agreements, shares underlying warrants issued in March 2021, and 530,000 shares issued as payment for services.

Will ParkerVision (PRKR) receive any cash from the resale of these 13,342,953 shares?

ParkerVision will not receive proceeds from selling stockholders’ resale of the 13,342,953 shares. The company may receive up to $2,833,756 in gross proceeds only if the related warrants are exercised for cash, which it expects to use for general working capital, including litigation expenses.

What new stock option grants did ParkerVision (PRKR) approve for executives?

The Compensation Committee approved performance-based nonqualified stock options under the 2019 Long-Term Incentive Plan: an option for up to 8,000,000 shares for CEO Jeffrey Parker and an option for up to 500,000 shares for CFO Cynthia French. Both have a $0.24 exercise price, a five-year performance period with quarterly measurement dates, and a 10-year term.

What are the performance conditions for ParkerVision’s new executive stock options?

The performance-based options vest based on cumulative net cash the company receives from its patent enforcement actions, after deducting attorney contingency fees and contractual repayments of contingent payment obligations to third parties. Vesting can accelerate automatically if the company’s market capitalization is at least $1 billion for 20 consecutive trading days or upon a change in control.

Did ParkerVision (PRKR) grant any time-based stock options in this filing?

Yes. The Committee granted the CFO a nonqualified time-based stock option to purchase up to 500,000 shares at $0.24 per share. This option vests in four equal biannual installments over a two-year period beginning July 22, 2026 and expires five years from the grant date.

Were there any changes to ParkerVision executives’ cash compensation?

Yes. The Compensation Committee approved a 2.5% cost-of-living increase in the base salaries of the CEO and CFO, effective April 15, 2026.

Where is ParkerVision (PRKR) common stock traded and what risk disclosure applies?

ParkerVision’s common stock trades on the OTCQB Venture Market under the symbol PRKR. The prospectus notes that investing in its securities involves a high degree of risk and refers readers to the “Risk Factors” section beginning on page 6 of the original prospectus for a detailed discussion.

Filed pursuant to Rule 424(b)(3)

Registration No. 333-255217

PROSPECTUS SUPPLEMENT No. 55

(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 January 26, 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 January 26, 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):January 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 January 22, 2026, the Compensation Committee of the Board of Directors (“Committee”) of ParkerVision, Inc. (the “Company”), approved grants, under the Company’s 2019 Long-Term Incentive Plan (the “2019 Plan”), of nonqualified performance-based stock options to its executive officers.  The performance-based grants included a performance-based option to purchase up to 8,000,000 shares granted to Jeffrey Parker, the Company’s Chief Executive Officer, and a performance-based option to purchase up to 500,000 shares granted to Cynthia French, the Company’s Chief Financial Officer.  The options have a five-year performance period, with quarterly measurement dates, and expire ten years from the date of grant. Vested options are exercisable at a price of $0.24 per share, which was the last sale price of the Company’s common stock on the date of grant.  The performance conditions for vesting of these options are based on cumulative net cash received by the Company from its patent enforcement actions, after deduction of all attorney contingency fees and contractual repayments of contingent payment obligations to third parties.  The performance-based options provide for automatic acceleration of vesting, regardless of performance conditions, in the event (i) the market capitalization of the Company meets or exceeds $1 billion for twenty (20) consecutive trading days, or (ii) upon a change in control of the Company. The form of nonqualified performance-based stock option agreement is included at Exhibit 10.1 hereto.

In addition, the Committee approved a grant, under the 2019 Plan, of a nonqualified time-based stock option for the purchase of up to 500,000 shares granted to the CFO.  This option has an exercise price of $0.24 per share, vests in four equal biannual installments over a two-year period beginning July 22, 2026, and expires five years from the date of grant.   

The Committee also approved a 2.5% cost-of-living increase in the base salaries of the CEO and CFO, effective April 15, 2026.  

 Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit	Description
10.1	Form of Nonqualified Performance-Based Stock Option Agreement
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: January 26, 2026

PARKERVISION, INC.

By /s/ Cynthia French

Cynthia French

Chief Financial Officer