ParkerVision permits resale of up to 17.2M shares

ParkerVision says current capital resources are insufficient for the next 12 months; cash was $1.642 million at September 30, 2026.

Available on EDGAR 11/10/2026 - 04:32 PM EST Accepted by SEC EDGAR 11/10/2026 - 04:31 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

ParkerVision, Inc. (PRKR) supplements its resale prospectus to permit selling stockholders to resell up to 17,189,660 shares of common stock. ParkerVision will receive no proceeds from those resales. Separately, it may receive up to $700,000 gross from cash exercise of the 2016 Warrant and up to an additional $1,763,500 from sales of its common stock or exercise of warrants issued to Aspire Capital under the PIPE Agreement. It expects warrant-exercise proceeds, if any, to fund patent enforcement actions, working capital and general corporate purposes.

For the quarter ended September 30, 2026, ParkerVision reported net income of $903,000, versus a $1.966 million net loss a year earlier; nine-month net loss was $502,000, versus $7.399 million. It used $2.548 million in operating cash during the nine months. At September 30, 2026, cash was $1.642 million and the working capital deficit was approximately $0.8 million. ParkerVision said these circumstances raise substantial doubt about its ability to continue operating for one year following the financial statements’ issue date; it also said current capital resources are insufficient for the next 12 months and it may need additional capital.

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

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Positive

• Moderate pointQuarterly net income was $903,000, versus a $1.966 million loss in 2025.
• Moderate pointNine-month operating cash use was $2.548 million, down from $4.071 million in 2025.

Negative

• Major pointGoing-concern disclosure: substantial doubt about continued operations for one year.

Filing Explained

Qualcomm claims are back at the district-court stage for a transmitter-only trial; the cited four hundred forty million dollars is sought damages, not an award.

This supplement updates ParkerVision’s resale prospectus with its quarterly report and reports options covering up to 10.8 million shares granted during the first nine months; if exercised and shares issued, they would increase the share count and reduce existing holders’ percentage ownership.

Nine million of the options are performance-based, with vesting tied to cumulative net cash from patent actions after attorney fees and contractual repayments; the other awards are time-based and vest in four equal installments every six months. In October 2026, ParkerVision awarded new director William Walters 500,000 fully vested common shares as board compensation, valued at approximately $40,000.

The Qualcomm case is to return to district court for a transmitter-only trial; the company says the damages estimate for those claims is $440 million, while $860 million relates to receiver claims, and neither amount is an award. After final judgment on the transmitter claims, ParkerVision says it can refile its appeal concerning the receiver claims.

Key Figures

Shares covered for resale: Up to 17,189,660 shares Potential gross proceeds from 2016 Warrant: Up to $700,000 Potential additional proceeds: Up to an additional $1,763,500 +5 more

8 metrics

Shares covered for resale Up to 17,189,660 shares Common stock resale prospectus

Potential gross proceeds from 2016 Warrant Up to $700,000 If exercised for cash

Potential additional proceeds Up to an additional $1,763,500 From common stock sales or exercise of warrants issued to Aspire Capital

Net income $903,000 Three months ended September 30, 2026; compared with a $1.966 million net loss in 2025

Net loss $502,000 Nine months ended September 30, 2026

Net cash used in operating activities $2.548 million Nine months ended September 30, 2026; compared with $4.071 million in 2025

Cash and cash equivalents $1.642 million At September 30, 2026

Working capital deficit Approximately $0.8 million At September 30, 2026

Key Terms

going concern, contingent payment obligation, probability-weighted income approach, interest-in-kind, +1 more

5 terms

going concern financial

"Liquidity and Going Concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

contingent payment obligation financial

"secured contingent payment obligation"

probability-weighted income approach financial

"using a probability-weighted income approach"

interest-in-kind financial

"payment of interest-in-kind on convertible debt"

anti-dilutive common share equivalents financial

"excludes common share equivalents that are anti-dilutive"

Offering Details

secondary · Up to 17,189,660 shares of common stock

Offering

Offering Type secondary

Securities Offered Common stock

Offering Amount Up to 17,189,660 shares of common stock

Use of Proceeds ParkerVision will not receive proceeds from selling stockholders’ sales. It may receive up to $700,000 in gross proceeds if the 2016 Warrant is exercised for cash and may receive up to an additional $1,763,500 from sales of its common stock or exercise of warrants issued to Aspire Capital. Proceeds from warrant exercises, if any, are expected to fund 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?

The prospectus permits resale of up to 17,189,660 shares of common stock by the selling stockholders listed in the prospectus. ParkerVision will not receive proceeds from their sales. The shares include securities connected to a 2016 private placement and warrant, the Aspire Capital agreement, and convertible notes.

How much could ParkerVision receive from securities sales or warrant exercises?

Cash exercise of the 2016 Warrant could provide up to $700,000 in gross proceeds. Separately, ParkerVision may receive up to an additional $1,763,500 from sales of its common stock or exercise of warrants issued to Aspire Capital under the PIPE Agreement. It expects proceeds from warrant exercises, if any, to support patent enforcement and working capital and general corporate purposes.

Why does PRKR report substantial doubt about its ability to continue operating?

ParkerVision said its current capital resources are insufficient to meet liquidity needs for the next 12 months and additional capital may be required. At September 30, 2026, it had $1.642 million in cash, an approximately $0.8 million working capital deficit, and $1.7 million in current convertible debt maturing over the next 12 months if not converted, extended or otherwise modified.

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

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Filed pursuant to Rule 424(b)(3)

Registration No. 333-230888

PROSPECTUS SUPPLEMENT No. 92

(to Prospectus dated April 19, 2019)

PARKERVISION, INC.

17,189,660 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 17,189,660 shares of our common stock, par value $0.01 per share (“Common Stock”) including:

(i) an aggregate of 1,273,540 shares of our Common Stock, consisting of 923,540 shares of Common Stock sold by us in a private placement consummated on July 6, 2016 and up to 350,000 shares of Common Stock issuable upon exercise of a warrant sold by us on May 27, 2016, with an exercise price of $2.00 per share and a term of five years (“2016 Warrant”); such shares were previously registered on Form S-3 which was declared effective on August 2, 2016 (File No. 333-212670) (the “Resale Registration Statement”);

(ii) up to 10,000,000 shares of Common Stock by Aspire Capital Fund, LLC (“Aspire Capital”) issued and issuable by us in accordance with a securities purchase agreement dated July 26, 2018 (“PIPE Agreement”); such shares were previously registered pursuant to the registrant’s registration statement on Form S-1 along with a pre-effective amendment, which was declared effective on September 10, 2018 (File No. 333-226738) (the “Aspire Resale Registration Statement”); and

(iii) an aggregate of 5,916,120 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 issued September 10, 2018, which have a fixed conversion price of $0.40 per share (“First 2018 Notes”) and a convertible promissory note issued September 19, 2018, which has a fixed conversion price of $0.57 per share (“Second 2018 Note” and together with the First 2018 Notes, the “2018 Notes”); such shares were previously registered pursuant to the registrant’s registration statement on Form S-1 which was declared effective on November 13, 2018 (File No. 333-228184) (the “Conversion Share Resale Registration Statement”).

We will not receive proceeds from the sale of the shares of Common Stock by the selling stockholders. To the extent the 2016 Warrant is exercised for cash, we will receive up to an aggregate of $700,000 in gross proceeds. Additionally, we may receive up to an additional $1,763,500 in proceeds from the sale of our Common Stock or the exercise of warrants issued to Aspire Capital under the PIPE Agreement. We expect to use proceeds received from the exercise of warrants, 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 Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 10, 2026.  Accordingly, we have attached the 10-Q 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 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 November 10, 2026.

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________to____________

Commission file number 000-22904

PARKERVISION, INC.

(Exact name of registrant as specified in its charter)

Florida		59-2971472
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No)

4446-1A Hendricks Avenue, Suite 354

Jacksonville, Florida 32207

(Address of principal executive offices)

(904) 732-6100

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐ .

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No ☐ .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer  ☐		Accelerated filer  ☐
Non-accelerated filer    ☒		Smaller reporting company  ☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☒

As of November 5, 2026, 149,246,616 shares of the issuer’s common stock, $0.01 par value, were outstanding. 

Table of Contents

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements	2
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk	22
Item 4. Controls and Procedures	22
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	23
Item 1A. Risk Factors	23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3. Defaults Upon Senior Securities	23
Item 4. Mine Safety Disclosures	23
Item 5. Other Information	23
Item 6. Exhibits	24
SIGNATURES	25

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PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

PARKERVISION, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value data)

		(unaudited)
		September 30, 2026				December 31, 2025
CURRENT ASSETS:
Cash and cash equivalents		$	1,642			$	4,360
Prepaid expenses			166				192
Other current assets			357				112
Total current assets			2,165				4,664
Intangible and other assets, net			602				695
Total assets		$	2,767			$	5,359
CURRENT LIABILITIES:
Accounts payable		$	590			$	522
Accrued expenses:
Salaries and wages			79				49
Professional fees			60				47
Other accrued expenses			420				422
Related party note payable, current portion			93				144
Convertible notes, current portion			1,708				1,225
Total current liabilities			2,950				2,409
LONG-TERM LIABILITIES:
Secured contingent payment obligation			36,733				39,650
Unsecured contingent payment obligations			5,975				6,439
Convertible notes, net of current portion			600				1,908
Related party note payable, net of current portion			-				57
Total long-term liabilities			43,308				48,054
Total liabilities			46,258				50,463
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIT:
Common stock, $0.01 par value, 225,000 shares authorized, 148,251 and 143,156 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively			1,482				1,432
Additional paid-in capital			411,137				409,072
Accumulated deficit			(456,110	)			(455,608	)
Total shareholders' deficit			(43,491	)			(45,104	)
Total liabilities and shareholders' deficit		$	2,767			$	5,359

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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PARKERVISION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in thousands, except per share data)

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Licensing revenue		$	-			$	-			$	-			$	-
Cost of sales			(33	)			(50	)			(104	)			(156	)
Gross margin			(33	)			(50	)			(104	)			(156	)
Selling, general, and administrative expenses			1,086				1,504				3,558				6,590
Total operating expenses			1,086				1,504				3,558				6,590
Interest income			15				11				67				68
Interest expense			(48	)			(66	)			(157	)			(207	)
Loss on extinguishment of debt			-				-				(131	)			-
Change in fair value of contingent payment obligations			2,055				(357	)			3,381				(514	)
Total other income (expense)			2,022				(412	)			3,160				(653	)
Provision for income taxes			-				-				-				-
Net income (loss)			903				(1,966	)			(502	)			(7,399	)
Other comprehensive income, net of tax			-				-				-				-
Comprehensive income (loss)		$	903			$	(1,966	)		$	(502	)		$	(7,399	)
Earnings (loss) per common share
Basic		$	0.01			$	(0.02	)		$	(0.00	)		$	(0.06	)
Diluted		$	0.01			$	(0.02	)		$	(0.00	)		$	(0.06	)
Weighted average common shares outstanding
Basic			148,167				120,147				146,908				118,274
Diluted			168,512				120,147				146,908				118,274

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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PARKERVISION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(UNAUDITED)

(in thousands)

		Common Stock Outstanding				Common Stock, Par Value				Additional Paid-in Capital				Accumulated Deficit				Total Shareholders' Deficit
Balance as of December 31, 2025			143,156			$	1,432			$	409,072			$	(455,608	)		$	(45,104	)
Issuance of common stock in debt exchange			3,277				32				787				-				819
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt			978				10				139				-				149
Share-based compensation			124				1				164				-				165
Comprehensive loss for the period			-				-				-				(1,553	)			(1,553	)
Balance as of March 31, 2026			147,535			$	1,475			$	410,162			$	(457,161	)		$	(45,524	)
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt			233				2				44				-				46
Share-based compensation			24				1				719				-				720
Comprehensive income for the period			-				-				-				148				148
Balance as of June 30, 2026			147,792			$	1,478			$	410,925			$	(457,013	)		$	(44,610	)
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt			435				4				42				-				46
Share-based compensation			24				-				170				-				170
Comprehensive income for the period			-				-				-				903				903
Balance as of September 30, 2026			148,251			$	1,482			$	411,137			$	(456,110	)		$	(43,491	)
		Common Stock Outstanding				Common Stock, Par Value				Additional Paid-in Capital				Accumulated Deficit				Total Shareholders' Deficit
Balance as of December 31, 2024			113,970			$	1,140			$	400,630			$	(448,182	)		$	(46,412	)
Issuance of common stock and warrants in private offerings, net of issuance costs			-				-				(5	)			-				(5	)
Issuance of common stock upon exercise of options and warrants			2,148				21				241				-				262
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt			1,401				14				224				-				238
Share-based compensation			-				-				122				-				122
Comprehensive loss for the period			-				-				-				(3,799	)			(3,799	)
Balance as of March 31, 2025			117,519			$	1,175			$	401,212			$	(451,981	)		$	(49,594	)
Issuance of common stock and warrants in private offerings, net of issuance costs			-				-				(63	)			-				(63	)
Issuance of common stock upon exercise of options and warrants			94				1				15				-				16
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt			1,844				19				265				-				284
Share-based compensation			125				1				2,650				-				2,651
Comprehensive loss for the period			-				-				-				(1,634	)			(1,634	)
Balance as of June 30, 2025			119,582			$	1,196			$	404,079			$	(453,615	)		$	(48,340	)
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt			413				4				79				-				83
Share-based compensation			399				4				382				-				386
Comprehensive loss for the period			-				-				-				(1,966	)			(1,966	)
Balance as of September 30, 2025			120,394			$	1,204			$	404,540			$	(455,581	)		$	(49,837	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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PARKERVISION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

		Nine Months Ended September 30,
		2026				2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(502	)		$	(7,399	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			105				157
Share-based compensation			1,055				3,159
(Gain) loss on changes in fair value of contingent payment obligations			(3,381	)			514
Loss on debt extinguishment			131				-
Paid in kind interest expense			154				215
Changes in operating assets and liabilities:
Prepaid expenses and other assets			(219	)			(126	)
Accounts payable and accrued expenses			109				(591	)
Net cash used in operating activities			(2,548	)			(4,071	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment			-				(3	)
Capitalized patent costs			(12	)			(49	)
Net cash used in investing activities			(12	)			(52	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments from issuance of common stock and warrants in private offerings			-				(68	)
Net proceeds from exercise of options and warrants			-				278
Principal payments on long-term debt			(158	)			(104	)
Net cash (used in) provided by financing activities			(158	)			106
NET DECREASE IN CASH AND CASH EQUIVALENTS			(2,718	)			(4,017	)
CASH AND CASH EQUIVALENTS, beginning of period			4,360				4,918
CASH AND CASH EQUIVALENTS, end of period		$	1,642			$	901

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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PARKERVISION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Description of Business

ParkerVision, Inc. (“ParkerVision”, “we” or the “Company”) is in the business of innovating and licensing fundamental wireless technologies.

We have designed and developed proprietary radio frequency (“RF”) technologies and integrated circuits based on those technologies, and we license those technologies to others for use in wireless communication products.  We have expended significant financial and other resources to research and develop our RF technologies and to obtain patent protection for those technologies in the United States of America (“U.S.”) and certain foreign jurisdictions.  We believe certain patents protecting our proprietary technologies have been broadly infringed by others, and therefore a primary focus of our business plan is the enforcement of our intellectual property rights through patent licensing and infringement litigation efforts.  We currently have patent enforcement actions ongoing in various U.S. district courts against mobile handset, smart television and other WiFi product providers, as well as semiconductor suppliers, for the infringement of a number of our RF patents.  We have made significant investments in developing and protecting our technologies, the returns on which are dependent upon the generation of future revenues for realization.

2. Liquidity and Going Concern

For the nine months ended September 30, 2026, we incurred a net loss of approximately $0.5 million and incurred negative cash flows from operations of approximately $2.5 million.  At September 30, 2026, we had cash and cash equivalents of approximately $1.6 million and an accumulated deficit of approximately $456.1 million.  At September 30, 2026, we had a working capital deficit of $0.8 million, a decrease of approximately $3.0 million from working capital at December 31, 2025.  Our current liabilities at September 30, 2026 include $1.7 million in convertible debt that matures over the next twelve months if not converted, extended under the terms of the note, or otherwise modified.  The timing and amount of proceeds, if any, from our patent enforcement actions are difficult to predict.  Furthermore, a significant amount of future proceeds that we may receive from our patent enforcement and licensing programs will be utilized to repay borrowings and legal fees and expenses under our contingent funding arrangements.  These circumstances indicate there is substantial doubt about our ability to continue to operate as a going concern for a period of one year following the issue date of these unaudited condensed consolidated financial statements. 

We expect that proceeds received by us from patent enforcement actions and technology licenses over the next twelve months may not alone be sufficient to cover our working capital requirements.  We anticipate that all of our outstanding convertible notes will either (i) be converted by the holders prior to their scheduled maturity dates, or (ii) have their maturity dates automatically extended as provided under the terms of certain agreements; however, conversion and/or extension is at the option of the holder and there can be no assurance with respect to the holder's behavior.  Even with the conversions or extensions of our convertible debt by the holders, our current capital resources are not sufficient to meet our liquidity needs for the next twelve months and we may be required to seek additional capital.  Our ability to meet our liquidity needs for the next twelve months is dependent upon (i) our ability to successfully negotiate licensing agreements and/or settlements relating to the use of our technologies by others in excess of our contingent payment obligations, (ii) our ability to control operating costs, (iii) the behavior of our convertible note holders, and/or (iv) our ability to obtain additional debt or equity financing. 

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We expect to continue to invest in the support of our patent licensing and enforcement program.  The long-term continuation of our business plan is dependent upon the generation of sufficient cash flows from our technology licenses to offset expenses and debt obligations.  In the event that we do not generate sufficient cash flows, we will be required to obtain additional funding through public or private debt or equity financing or contingent fee arrangements and/or reduce operating costs.  Failure to generate sufficient cash flows, raise additional capital through debt or equity financings or contingent fee arrangements, and/or reduce operating costs will have a material adverse effect on our ability to meet our long-term liquidity needs and achieve our intended long-term business objectives. 

3. Basis of Presentation

The unaudited condensed consolidated financial statements for the three- and nine-month periods ended September 30, 2026 were prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Operating results for the nine months ended September 30, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026, or future years.  All normal and recurring adjustments which, in the opinion of management, are necessary for a fair statement of the consolidated financial condition and results of operations have been included.

The year-end condensed consolidated balance sheet data was derived from audited financial statements for the year ended December 31, 2025.  Certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with GAAP have been omitted from these unaudited interim condensed consolidated financial statements.  These unaudited interim condensed consolidated financial statements should be read in conjunction with our latest Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”).

4. Accounting Policies

In November 2024, the FASB issued Accounting Standards Update (ASU) 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20) - Induced Conversions of Convertible Debt Instruments, which clarifies the assessment of whether a transaction should be accounted for as an induced conversion or an extinguishment of convertible debt when changes are made to conversion features as part of an offer to settle the instrument.  We adopted ASU 2024-04 beginning January 1, 2026, however, it did not have a material impact on our unaudited condensed consolidated financial statements.

There have been no other changes in accounting policies from those stated in our 2025 Annual Report.  We do not expect any newly effective accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective. 

5. Revenue

We have an active monitoring and enforcement program with respect to our intellectual property rights that includes seeking appropriate compensation from third parties that utilize or have utilized our intellectual property without a license.  As a result, we may receive payments as part of a settlement or in the form of court-awarded damages for a patent infringement dispute.  We recognize such payments as revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers.”

No revenue was recognized during the nine months ended September 30, 2026 and 2025.

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6. Earnings (Loss) per Common Share

Basic earnings (loss) per common share is determined based on the weighted-average number of common shares outstanding during each period.  The dilutive effect of outstanding options and warrants is calculated using the treasury stock method.  The dilutive effect of shares underlying convertible notes was calculated using the if-converted method. The following table shows the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2026 and 2025 (net income and shares in thousands):

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Numerator:
Net income (loss)		$	903			$	(1,966	)		$	(502	)		$	(7,399	)
Effect of dilutive securities			46				-				-				-
Net income (loss) adjusted for dilutive effect			949				(1,966	)			(502	)			(7,399	)
Denominator:
Weighted-average basic shares outstanding			148,167				120,147				146,908				118,274
Effect of dilutive securities			20,345				-				-				-
Weighted-average diluted shares			168,512				120,147				146,908				118,274
Basic earnings (loss) per share		$	0.01			$	(0.02	)		$	(0.00	)		$	(0.06	)
Diluted earnings (loss) per share		$	0.01			$	(0.02	)		$	(0.00	)		$	(0.06	)

Diluted earnings (loss) per common share for the three and nine months ended September 30, 2026 and 2025 excludes common share equivalents that are anti-dilutive. 

The anti-dilutive common share equivalents at September 30, 2026 and 2025 were as follows (in thousands):

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Options outstanding			33,786				25,469				33,786				25,469
Unvested RSUs			24				920				24				920
Warrants outstanding			2,526				4,346				2,526				4,346
Shares underlying convertible notes			-				24,678				20,709				24,678
			36,336				55,413				57,045				55,413

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7. Intangible and Other Assets, net

Intangible and other assets consist of the following (in thousands):

		September 30, 2026				December 31, 2025
Patents and copyrights		$	10,500			$	10,488
Accumulated amortization			(9,900	)			(9,796	)
Property and equipment, net			2				3
		$	602			$	695

8. Related Party Note Payable

We have an unsecured promissory note of approximately $0.1 million payable to Sterne, Kessler, Goldstein, & Fox, PLLC (“SKGF”), a related party, for outstanding unpaid fees for legal services.  The SKGF note, as amended from time to time, accrues interest at a rate of 4% per annum, requires monthly payments of principal and interest of $12,500 with a final balloon payment of approximately $0.02 million in April 2027.

9. Convertible Notes

For the nine months ended September 30, 2026, convertible notes with a face value of $0.1 million were converted, at the option of the holder, into approximately 0.8 million shares of our common stock and convertible notes with a face value of $0.05 million were repaid upon maturity.  For the nine months ended September 30, 2025, convertible notes with a face value of $0.4 million were converted, at the option of the holder, into approximately 2.8 million shares of our common stock, including $0.2 million of convertible notes held by related parties. 

Additionally, during the nine months ended September 30, 2026, we entered into exchange agreements to exchange outstanding principal and accrued interest of approximately $0.7 million of convertible notes for unregistered shares of our common stock (see Note 13).

We recognized interest expense on our convertible debt of approximately $0.15 million and $0.2 million for the nine months ended September 30, 2026 and 2025, respectively.  We elected to pay all interest in shares of our common stock and issued approximately 0.9 million and 0.6 million shares of our common stock as interest-in-kind payments for the nine months ended September 30, 2026 and 2025, respectively.

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Convertible notes payable at September 30, 2026 and December 31, 2025 consist of the following (in thousands):

												Principal Outstanding as of
												September 30,				December 31,
Description		Fixed Conversion Rate				Stated Interest Rate				Maturity Date		2026				2025
Convertible note dated September 18, 2018		$	0.25				8.0	%		March 18, 2026		$	-			$	425
Convertible notes dated March 2019		$	0.25				8.0	%		March 13, 2026			-				250
Convertible notes dated June/July 2019		$	0.10				8.0	%		January 15, 2026			-				50
Convertible notes dated July 18, 2019		$	0.08				7.5	%		July 18, 2027 1			500				500
Convertible notes dated January 8, 2020		$	0.13				8.0	%		January 8, 2027 1			400				400
Convertible notes dated June-August 2022		$	0.13				8.0	%		June 2, 2027 to August 3, 2027			808				908
Convertible note dated January 11, 2023		$	0.11				9.0	%		January 11, 2028 1			500				500
Convertible notes dated January 13, 2023		$	0.16				9.0	%		January 13, 2028			100				100
Total principal balance													2,308				3,133
Less current portion													1,708				1,225
												$	600			$	1,908

¹  Unless otherwise revoked by the holder within ten days of the then-stated maturity date, the maturity date of the note will automatically extend by one year, for a maximum of ten years.

10. Contingent Payment Obligations

Secured Contingent Payment Obligation

The following table provides a reconciliation of our secured contingent payment obligation, measured at estimated fair value, for the three and nine months ended September 30, 2026 and 2025, respectively (in thousands):

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Secured contingent payment obligation, beginning of period		$	39,010			$	40,371			$	39,650			$	40,724
Change in fair value			(2,277	)			410				(2,917	)			57
Secured contingent payment obligation, end of period		$	36,733			$	40,781			$	36,733			$	40,781

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Our secured contingent payment obligation consists of a secured, non-recourse note (the "Note") and a prepaid forward purchase agreement (the "PPFPA") with Brickell Key Investments, LP (“Brickell”).  The Note has a face value of $45.5 million ("Face Value"), accrues simple interest at a fixed rate, and matures on August 14, 2028.  Payments under the Note will be made solely from proceeds from our patent assets, net of contingent fees payable to attorneys ("Distributions").  We are obligated to pay Brickell one hundred percent (100%) of the first $5.8 million in Distributions, and thereafter will pay Brickell a percentage of Distributions, which varies depending upon the origin of the Distributions, until the Face Value of the Note, and accrued interest thereon, has been repaid in full.  If the amounts payable to Brickell from Distributions are insufficient to repay the face value and interest accrued on the Note by the maturity date, our remaining repayment obligations under the Note will be reduced to zero with future payment obligations, if any, being determined under the PPFPA.  The Note is secured by our patent assets and related proceeds and contains standard and customary representations, warranties and covenants.  The Note contains events of default including, but not limited to, (a) failure to pay principal or interest on the Note when due; (b) breach of representations or covenants; (c) impairment in the perfection or priority of Brickell's security interests in the collateral; and (d) bankruptcy or dissolution of the Company.  In the event of a default, the outstanding principal and accrued interest on the Note will become immediately due and payable.  The PPFPA extends beyond the maturity date of the Note and provides that Brickell is entitled to a specified percentage of monetary recoveries resulting from our patent-related actions to the extent not already paid to Brickell under the Note, or otherwise prior to the inception of the Note.  The PPFPA also contains standard and customary representations, warranties and covenants.  The Note and PPFPA are collectively referred to as our secured contingent payment obligation.

We have elected to measure our secured contingent payment obligation at its estimated fair value based on probability-weighted estimated cash outflows, discounted back to present value using a discount rate determined in accordance with accepted valuation methods (see Note 11).  The secured contingent payment obligation is remeasured to fair value at each reporting period with changes recorded in the unaudited condensed consolidated statements of comprehensive income (loss) until the contingency is resolved.

The contractual amount of the Note, which includes the Face Value plus accrued interest, was approximately $73.5 million and $67.4 million as of September 30, 2026 and December 31, 2025, respectively.  The range of potential proceeds payable to Brickell is discussed more fully in Note 11.

Unsecured Contingent Payment Obligations

The following table provides a reconciliation of our unsecured contingent payment obligations, measured at estimated fair value, for the three and nine months ended September 30, 2026 and 2025, respectively (in thousands):

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Unsecured contingent payment obligations, beginning of period		$	5,753			$	6,445			$	6,439			$	5,935
Change in fair value			222				(53	)			(464	)			457
Unsecured contingent payment obligations, end of period		$	5,975			$	6,392			$	5,975			$	6,392

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Our unsecured contingent payment obligations represent amounts payable to others from future patent-related proceeds including (i) a termination fee due to a litigation funder and (ii) contingent payment rights issued to accredited investors in connection with equity financings.  We have elected to measure these unsecured contingent payment obligations at their estimated fair value based on probability-weighted estimated cash outflows, discounted back to present value using a discount rate determined in accordance with accepted valuation methods.  The unsecured contingent payment obligations will be remeasured to fair value at each reporting period with changes recorded in the unaudited condensed consolidated statements of comprehensive income (loss) until the contingency is resolved (see Note 11).  The maximum repayment obligation for our unsecured contingent payment obligations is approximately $10.8 million.

11. Fair Value Measurements

The fair values of cash and cash equivalents, prepaid and other current assets, accounts payable, accrued expenses, and other current liabilities approximate their carrying values because of the short-term nature of these instruments.

Our convertible notes are recorded at face value in the unaudited condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025.  As of September 30, 2026 and December 31, 2025, the estimated fair value of our convertible notes was approximately $2.1 million and $2.8 million, respectively, and would be categorized within Level 2 of the fair value hierarchy. 

The following tables summarize the fair value of our contingent payment obligations measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025 (in thousands):

						Fair Value Measurements
		Total Fair Value				Quoted Prices in Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
September 30, 2026:
Liabilities:
Secured contingent payment obligation		$	36,733			$	-			$	-			$	36,733
Unsecured contingent payment obligations			5,975				-				-				5,975

						Fair Value Measurements
		Total Fair Value				Quoted Prices in Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
December 31, 2025:
Liabilities:
Secured contingent payment obligation		$	39,650			$	-			$	-			$	39,650
Unsecured contingent payment obligations			6,439				-				-				6,439

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The fair values of our secured and unsecured contingent payment obligations were estimated using a probability-weighted income approach based on various cash flow scenarios as to the outcome of patent-related actions both in terms of timing and amount, discounted to present value using a risk-adjusted rate.  We used risk-adjusted discount rates for the secured and unsecured contingent payment obligations of 19.0% and 18.88%, respectively, at September 30, 2026, based on risk-free rates of 5.0% and 4.88%, respectively, as adjusted by 8% for credit risk and 6% for litigation inherent risk.  We used risk-adjusted discount rates for the secured and unsecured contingent payment obligations of 17.55% and 17.47%, respectively, at December 31, 2025, based on risk-free rates of 3.55% and 3.47%, respectively, as adjusted by 8% for credit risk and 6% for litigation inherent risk.

The following table provides quantitative information about the significant unobservable inputs used in the measurement of fair value for both the secured and unsecured contingent payment obligations at September 30, 2026 and December 31, 2025, including the lowest and highest undiscounted payout scenarios as well as a weighted average payout scenario based on relative undiscounted fair value of each cash flow scenario.

September 30, 2026
		Secured Contingent Payment Obligation												Unsecured Contingent Payment Obligations
Unobservable Inputs		Low				Weighted Average				High				Low				Weighted Average				High
Estimated undiscounted cash outflows (in millions)		$	-			$	68.3			$	202.0			$	-			$	7.8			$	10.8
Duration (in years)			0.8				3.8				5.8				0.8				1.7				5.8
Estimated probabilities			10	%			12	%			25	%			10	%			13	%			25	%

December 31, 2025
		Secured Contingent Payment Obligation												Unsecured Contingent Payment Obligations
Unobservable Inputs		Low				Weighted Average				High				Low				Weighted Average				High
Estimated undiscounted cash outflows (in millions)		$	-			$	70.8			$	150.3			$	-			$	8.1			$	10.8
Duration (in years)			0.5				3.7				4.5				0.5				1.5				3.0
Estimated probabilities			15	%			21	%			30	%			15	%			21	%			30	%

We evaluate the estimates and assumptions used in determining the fair value of our contingent payment obligations each reporting period and make any adjustments prospectively based on those evaluations.  Changes in any of these Level 3 inputs could result in a significantly higher or lower fair value measurement.

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12. Commitments and Contingencies

Legal Proceedings

From time to time, we are subject to legal proceedings and claims which arise in the ordinary course of our business.  These proceedings include patent enforcement actions initiated by us against others for the infringement of our technologies, as well as proceedings brought by others against us at the Patent Trial and Appeal Board of the U.S. Patent and Trademark Office (“PTAB”) in an attempt to invalidate certain of our patent claims.  The majority of our litigation, including our PTAB proceedings, is being paid for through contingency fee arrangements with our litigation counsel as well as third-party litigation financing.  In general, litigation counsel is entitled to recoup on a priority basis, from litigation proceeds, any out-of-pocket expenses incurred.  Following reimbursement of out-of-pocket expenses, litigation counsel is generally entitled to a percentage of remaining proceeds based on the terms of the specific arrangement between us, counsel and our third-party litigation funder.

ParkerVision v. Qualcomm (Middle District of Florida-Orlando Division) - Appealed to U.S. Court of Appeals for the Federal Circuit

On September 30, 2026, the U.S. Court of Appeals for the Federal Circuit ("CAFC") ruled that it did not have proper jurisdiction over the issues set forth in the Company's expedited appeal filed in October 2025 with respect to the district court's claim construction for the Company's receiver technology claims that resulted in summary judgment dismissal of the receiver portion of the case.  As a result of this CAFC decision, the case will be reopened in district court for a trial on the transmitter-only portion of the case.  Following the district court's final judgment on the transmitter technology case, the Company will be able to refile its appeal for the receiver claim construction.  The damages asserted by our expert in the transmitter-only case are estimated at $440 million, with the remaining $860 million in damages being represented by the receiver claims.  These amounts represent damages sought, not awards, and there can be no assurance that we will recover any damages.

ParkerVision v. MediaTek (Western District of Texas)

We filed three patent infringement actions in the Western District of Texas against MediaTek Inc. and MediaTek USA Inc. (collectively, "MediaTek"), alleging infringement of an aggregate of ten of our patents.  A jury trial for the first MediaTek action was scheduled to commence on March 20, 2026.  However, on March 16, 2026, at a pretrial conference, the court postponed the trial date pending requested updates to the expert reports and related briefings.  We submitted our supplemental expert reports in May 2026 and briefings on these reports have been completed.  In August 2026, Judge Albright, the assigned judge in this case, retired from the bench.  We are currently awaiting assignment of our case to a new judge and the establishment of a revised trial schedule.

The second MediaTek action was stayed pending the PTAB's final written decisions on IPRs that could impact the patents in this case.  The PTAB issued an unfavorable decision in May 2026 which we appealed to the CAFC (see MediaTek v. ParkerVision (PTAB) below). 

The third MediaTek action was also stayed in October 2026, pending a decision by the CAFC on a PTAB ruling on one of the patents in this case, the '593 patent (see MediaTek v. ParkerVision (PTAB) below).

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ParkerVision v. Realtek (Western District of Texas)

We filed two patent infringement actions in the Western District of Texas against Realtek Semiconductor Corp. ("Realtek"), alleging infringement of an aggregate of seven of our patents.  One of the seven patents was dropped from the litigation in August 2024.  The two Realtek cases were scheduled for trial in January 2026 and April 2026, respectively.  In December 2025, the court combined the two cases into a single trial scheduled to commence April 27, 2026, and the parties agreed to narrow the combined case to an aggregate of three patents. In April 2026, as a result of the amended expert reports requested in ParkerVision v. MediaTek, the court postponed the April 27, 2026 trial date.  The court then issued an order vacating all dates in this case following Judge Albright's announcement of his intent to step down from the bench.  A new judge has been assigned to this case, but no trial date or other deadlines have been set yet in this case.

ParkerVision v. Texas Instruments (Western District of Texas)

We filed a patent infringement action in the Western District of Texas against Texas Instruments ("TI") in 2023, alleging infringement of three of our patents.  This case was stayed in 2025 pending the PTAB's final written decisions on IPRs for the three patents in this case.  The PTAB has issued unfavorable decisions for each of the three IPRs, and we are seeking appeal of these decisions (see Texas Instruments and NXP v. ParkerVision (PTAB) below). 

ParkerVision v. NXP Semiconductors (Western District of Texas)

We filed a patent infringement action in the Western District of Texas against NXP Semiconductors ("NXP") in 2023, alleging infringement of three of our patents.  This case was stayed in 2025 pending the PTAB's final written decisions on IPRs for the three patents in this case.  The PTAB has issued unfavorable decisions for each of the three IPRs, and we are seeking appeal of these decisions (see Texas Instruments and NXP v. ParkerVision (PTAB) below). 

MediaTek v. ParkerVision (PTAB)

MediaTek filed a petition for IPR in May 2024 against the '686 patent, one of the patents asserted in the second MediaTek infringement action.  The PTAB instituted this IPR in November 2024, and in May 2026, the PTAB issued its final written decision determining that the challenged claims in this petition were unpatentable. We appealed this decision to the CAFC in July 2026.

In October 2024, MediaTek filed a petition for IPR against the '593 patent, one of the patents asserted in the third MediaTek action.  The PTAB instituted this IPR in March 2025.  On March 31, 2026, the PTAB issued its decision, ruling that the challenged claims in this petition were unpatentable.  In June 2026, we filed an appeal with the CAFC with respect to this PTAB decision. 

Texas Instruments and NXP v. ParkerVision (PTAB)

Texas Instruments filed three petitions for IPR in May 2024 against each of the patents asserted in the TI action.  All three IPRs were instituted by the PTAB in November 2024 and in December 2024, the PTAB granted a motion by NXP to join two of the IPRs for patents also asserted against NXP.  In November 2025, the PTAB issued its final written decision in one of the IPRs filed by TI, deeming the challenged claims of our '342 patent to be unpatentable.  We filed a request for review of this decision by the U.S. Patent and Trademark Office ("USPTO") director and that request was denied in March 2026.  In May 2026, we filed an appeal with the CAFC.

In May 2026, the PTAB issued its final written decisions with respect to the joint TI/NXP IPRs against our '528 and '177 patents, finding the challenged claims of each of these patents to be unpatentable.  We filed a request for review of the '528 patent decision by the USPTO director in June 2026 which was denied in August 2026.  We have filed appeals with the CAFC with respect to both of these patents.

Other Patent-Related Actions

In addition to the actions discussed above, we have additional patent infringement actions against Qualcomm, Apple, Inc., LG, LG Electronics, and TCL that have been stayed pending the outcomes of other active cases.  There have been no material changes to these outstanding legal proceedings during the nine months ended September 30, 2026.

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Other Non-Patent Legal Actions

We are currently in arbitration proceedings with a former litigation firm, Goldberg Segalla LLP ("Goldberg") for disputed amounts due upon termination of that firm's engagement in 2021.  Our litigation funder, Brickell, filed a lawsuit against Goldberg for alleged amounts owed by Goldberg to Brickell under a lending agreement.  Goldberg countersued Brickell and also named our litigation counsel, Daignault Iyer ("DI") and our chief executive officer, Jeffrey Parker, alleging that the attorney contingency fees from our 2023 litigation settlement were improperly disbursed.  A motion to dismiss Mr. Parker from the litigation was filed in September 2026.  We have been indemnified for the disputed amounts and defense costs related to these actions. 

On August 31, 2026, working with The Oversight Project, formerly part of the Heritage Foundation, we filed a complaint and request for declaratory and injunctive relief against the National Archives and Records Administration (“NARA”) under the Freedom of Information Act (“FOIA”) to compel the production of records from 2014 regarding our prior patent infringement case against Qualcomm. The complaint was filed in the Middle District of Florida following our December 2025 request for documents and our subsequent unsuccessful attempts to obtain any of the thousands of documents that NARA identified as responsive to our request.  To date, NARA has not produced any responsive documents or indicated why the documents have not been produced.  NARA has a deadline of November 13, 2026 to respond to our complaint.

13. Stock Authorization and Issuance

Stock Issuances

Debt Exchange

On March 13, 2026, we entered into exchange agreements with certain holders of our outstanding convertible promissory notes that had a fixed conversion price of $0.25 per share and matured in March 2026.  Pursuant to the agreements, the holders agreed to exchange the outstanding principal amount of the notes held by them, together with accrued and unpaid interest thereon through the closing date of the exchange, for unregistered shares of our common stock at an exchange price of $0.21 per share.  In connection with the exchange, we issued an aggregate of approximately 3.3 million shares of common stock to the holders in exchange for the cancellation of notes having an aggregate outstanding principal and unpaid interest of approximately $0.7 million (see Note 9).  We recognized a loss of approximately $0.1 million as a result of the debt extinguishment.

Shelf Registration and Registered Direct Offerings

In May 2025, we filed a shelf registration statement ("Shelf") for the offering of various securities, up to $25.0 million.  The Shelf, which was declared effective May 25, 2025, was intended to provide flexibility for our future capital needs and to fund working capital, capital expenditures, vendor purchases, and other capital needs.  During the year ended December 31, 2025, we sold an aggregate of 21.2 million shares of common stock under the Shelf for gross proceeds of $4.5 million.  Upon filing our 2025 Annual Report, we no longer satisfied the market capitalization eligibility requirements of the Shelf and therefore it can no longer be utilized for our future capital needs.

Common Stock Warrants

During the nine months ended September 30, 2026, 1.8 million warrants, with a weighted average exercise price of $1.67 per share, expired unexercised.  As of September 30, 2026, we had remaining outstanding warrants for the purchase of up to 2.5 million shares of our common stock with a weighted average exercise price of $0.60 per share and a weighted average remaining life of approximately 2.6 years.  These warrants have an estimated grant date fair value of $1.2 million which is included in additional paid-in capital in our unaudited condensed consolidated balance sheets. 

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14. Share-Based Compensation

There has been no material change in the assumptions used to compute the fair value of our equity awards, nor in the method used to account for share-based compensation from those stated in our 2025 Annual Report.

During the nine months ended September 30, 2026, the compensation committee of our Board of Directors (the "Committee") granted nonqualified share options under our 2019 Long-term Incentive Plan (the "2019 Plan") to executives and key employees for the purchase of up to 10.8 million shares of our common stock at an exercise price of $0.24 per share, including performance-based stock options awarded to the CEO, CFO, and a key employee for the purchase of up to 9.0 million shares.  The performance-based options have a five-year performance period, with quarterly measurement dates, and expire ten years from 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 aggregate grant-date fair value of the performance-based awards is approximately $2.2 million which is amortized to share-based compensation expense over the performance period based on the probability of the performance condition being met which is assessed at each interim reporting period.  Upon forfeiture of performance-based options, any previously recognized share-based compensation expense is reversed.  The remaining awards are time-based options that vest in four equal biannual installments and have a grant date fair value of approximately $0.5 million that will be amortized to share-based compensation expense over the two-year vesting period.

In April 2026, the Committee also authorized the modification of an aggregate of 5.53 million fully-vested, nonqualified share options held by executives, board members, and key employees.  The options, which were awarded in August 2019, are exercisable at $0.171 per share and had an original expiration date of August 7, 2026.  The Committee extended the expiration date of the options by three years, or until August 7, 2029.  No other modifications were made to these awards.  We recognized a one-time, non-cash charge to share-based compensation expense of approximately $0.6 million, representing the incremental fair value of the options as a result of the modification, based on a Black-Scholes option pricing model.

During the nine months ended September 30, 2025, the Committee authorized the modification of an aggregate of 10.65 million fully-vested, nonqualified share options held by executives and key employees.  The options, which were awarded in January 2021, are exercisable at $0.54 per share and had an original expiration date of January 11, 2026.  The Committee extended the expiration date of the options by five years, or until January 11, 2031.  No other modifications were made to these awards.  We recognized a one-time, non-cash charge to share-based compensation expense of approximately $2.5 million, representing the incremental fair value of the options as a result of the modification, based on a Black-Scholes option pricing model.

For the three months ended September 30, 2026 and 2025, we recognized share-based compensation expense, including expense related to the modification of awards, of approximately $0.2 million and $0.4 million, respectively.  For the nine months ended September 30, 2026 and 2025, we recognized share-based compensation expense, including expense related to the modifications of awards, of approximately $1.1 million and $3.2 million, respectively.  Share-based compensation includes expense attributable to equity-based awards to employees, directors, and third parties and is included in selling, general and administrative expenses in the unaudited condensed consolidated statements of comprehensive income (loss).  As of September 30, 2026, there was $1.2 million of total unrecognized compensation cost related to all non-vested share-based compensation awards.  The cost is expected to be recognized over a weighted-average remaining life of approximately 3.44 years.

In October 2026, our Board of Directors appointed William G. Walters as a director, filling a vacancy created by the expansion of our board from four to five members.  Following the appointment, the Committee awarded Mr. Walters 0.5 million fully-vested shares of our common stock under the 2019 Plan as board compensation valued at approximately $40,000.

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15. Segment Information

Our operations constitute a single reportable segment, focused on licensing our innovative, fundamental wireless technologies, often through patent infringement actions.  All revenues, operating expenses, and assets attributable to this segment are reflected in the unaudited condensed consolidated financial statements.  Our Chief Executive Officer and Chief Financial Officer, collectively, are considered to be the chief operating decision maker ("CODM").  The CODM uses consolidated net income (loss), along with consideration of certain significant cash and noncash expense categories, to assess performance by comparing to and monitoring against budget and prior year results.  This information is used to manage resources and invest in key strategic priorities.

Segment information for the three and nine months ended September 30, 2026 and 2025 is as follows (in thousands):

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Licensing gross margin		$	(33	)		$	(50	)		$	(104	)		$	(156	)
Interest income			15				11				67				68
Cash expenses:
Personnel related expenses			450				427				1,315				1,256
Litigation & legal expenses			98				23				207				357
Third-party consulting expenses			87				282				199				677
Patent maintenance expenses			13				21				32				44
Non-cash expenses:
Share-based compensation			170				386				1,055				3,159
In-kind interest expense			46				64				151				199
Loss on debt extinguishment			-				-				131				-
Change in fair value of contingent payment obligations			(2,055	)			357				(3,381	)			514
Other segment items 1			270				367				756				1,105
Net income (loss)		$	903			$	(1,966	)		$	(502	)		$	(7,399	)

¹ Other segment items primarily include costs incurred for insurance, shareholder and public relations, audit and other professional fees, outsourced information technology services, and employee travel.

Our segment assets represent our total assets as presented on the unaudited condensed consolidated balance sheets at September 30, 2026 and December 31, 2025.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

We believe that it is important to communicate our future expectations to our shareholders and to the public.  This Quarterly Report contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including, in particular, statements about our future plans, objectives, and expectations contained in this Item.  When used in this Quarterly Report and in future filings by us with the Securities and Exchange Commission (“SEC”), the words or phrases “expects”, “will likely result”, “will continue”, “is anticipated”, “estimated” or similar expressions are intended to identify “forward-looking statements.”  Readers are cautioned not to place undue reliance on such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those presently anticipated or projected, including the risks and uncertainties identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”) and in this Item 2 of Part I of this Quarterly Report.  Examples of such risks and uncertainties include general economic and business conditions, competition, unexpected changes in technologies and technological advances, reliance on our intellectual property, the outcome of our intellectual property litigation and the ability to obtain adequate financing in the future.  Except as required by law, we have no obligation to publicly release the results of any revisions which may be made to any forward-looking statements to reflect anticipated events or circumstances occurring after the date of such statements.

Corporate Website

We announce investor information, including news and commentary about our business, financial performance and related matters, SEC filings, notices of investor events, and our press and earnings releases, in the investor relations section of our website (http://parkervision.com/investors).  Investors and others can receive notifications of new information posted in the investor relations section in real time by signing up for email alerts and/or RSS feeds. Further corporate governance information, including our governance guidelines, board of directors (“Board”) committee charters, and code of conduct, is also available in the investor relations section of our website under the heading “Leadership and Governance.”  The content of our website is not incorporated by reference into this Quarterly Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

Overview

We have invented and developed proprietary radio frequency (“RF”) technologies and integrated circuits based on those technologies, and we license those technologies to third parties for use in wireless communication products.  We have expended significant financial and other resources to research and develop our RF technologies and to obtain patent protection for those technologies in the United States of America (“U.S.”) and certain foreign jurisdictions.  We believe certain patents protecting our proprietary technologies have been broadly infringed by others and therefore the primary focus of our business plan is the enforcement of our intellectual property rights through patent licensing and infringement litigation efforts.  We currently have patent enforcement actions ongoing in various U.S. district courts against mobile handset, smart television, and other WiFi product providers, as well as semiconductor suppliers, for the infringement of several of our RF patents.  We have made significant investments in developing and protecting our technologies, the returns on which are dependent upon the generation of future revenues for realization.

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Recent Events

Legal Proceedings

On September 30, 2026, the CAFC determined that it did not have proper jurisdiction over the issues on the expedited appeal filed by us in October 2025 in ParkerVision v. Qualcomm.  As a result, the case will be returned to the middle district of Florida (Orlando) for scheduling of a trial on the transmitter-only claims, representing approximately 34% of the original damages estimated by our expert for the case.  Following final judgment in the transmitter-only case, we will be able to re-file an appeal of the district court's claim construction decisions that eliminated our receiver claims from the case.  The CAFC's decision essentially results in a bifurcation of the original case between transmit and receive technology claims.

On August 31, 2026, working with The Oversight Project of the Heritage Foundation, we filed a complaint and request for declaratory and injunctive relief against the National Archives and Records Administration (“NARA”) under the Freedom of Information Act (“FOIA”) to compel the production of records from 2014 regarding our prior patent infringement case against Qualcomm. The complaint was filed in the Middle District of Florida following our December 2025 request for documents and our subsequent unsuccessful attempts to obtain any of the thousands of documents that NARA identified as responsive to our request.  To date, NARA has not produced any responsive documents or indicated why the documents have not been produced.  NARA has a deadline of November 13, 2026 to respond to our complaint.

The patent infringement trials against MediaTek and Realtek, scheduled to commence in March 2026 and April 2026, respectively, were postponed by the district court pending updates to the expert reports and related briefings.  The supplemental expert reports have been refiled in both cases.  The district court judge originally assigned to these cases left the bench in August 2026.  The Realtek case has been reassigned to a new judge and we are awaiting reassignment of the MediaTek case, as well as our other pending Texas cases.  We do not yet have revised case schedules for these cases.  See Note 12 to our unaudited condensed consolidated financial statements for a complete update on our legal proceedings. 

Liquidity and Capital Resources 

We used cash for operations of approximately $2.5 million and $4.1 million for the nine months ended September 30, 2026 and 2025, respectively.  The decrease in cash used for operations from 2025 to 2026 is primarily due to bonus payments in 2025 and decreases in legal, accounting and other third-party professional fees for services during the nine months ended September 30, 2026.

At September 30, 2026, we had cash and cash equivalents of approximately $1.6 million and an accumulated deficit of $456.1 million.  We had a working capital deficit at September 30, 2026, of $0.8 million, a decrease of approximately $3.0 million from working capital at December 31, 2025.  Our current liabilities at September 30, 2026 include $1.7 million in convertible debt that matures over the next twelve months if not converted, extended under the terms of the note, or otherwise modified.  The timing and amount of proceeds, if any, from our patent enforcement actions are difficult to predict.  Furthermore, a significant amount of future proceeds that we may receive from our patent enforcement and licensing programs will be utilized to repay borrowings and legal fees and expenses under our contingent funding arrangements.  These circumstances raise substantial doubt about our ability to continue to operate as a going concern for a period of one year following the issue date of these unaudited condensed consolidated financial statements.

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Our convertible notes have conversion prices that are at or above the market price of our common stock as of September 30, 2026.  We anticipate that all of our outstanding convertible notes will either (i) be converted by the holders prior to their scheduled maturity dates, or (ii) have their maturity dates automatically extended as provided under the terms of certain agreements; however, conversion and/or extension is at the option of the holders and there can be no assurance with respect to the holders' behavior.  Even with the anticipated conversions or extensions of our convertible debt, our current capital resources are not sufficient to meet our liquidity needs for the next twelve months and we may be required to seek additional capital.  Our existing shelf registration statement is unavailable for future securities offerings (see Note 13).  Our ability to meet our liquidity needs for the next twelve months is dependent upon (i) our ability to successfully negotiate licensing agreements and/or settlements relating to the use of our technologies by others in excess of our contingent payment obligations, (ii) our ability to control operating costs, (iii) the behavior of our convertible note holders, and/or (iv) our ability to obtain additional debt or equity financing.  We expect that proceeds received by us from patent enforcement actions and technology licenses over the next twelve months may not alone be sufficient to cover our working capital requirements.

We expect to continue to invest in the support of our patent licensing and enforcement program.  The long-term continuation of our business plan is dependent upon the generation of sufficient cash flows from our technology licenses to offset expenses and debt obligations.  In the event that we do not generate sufficient cash flows, we will be required to obtain additional funding through public or private debt or equity financing or contingent fee arrangements and/or reduce operating costs.  Failure to generate sufficient cash flows, raise additional capital through debt or equity financings or contingent fee arrangements, and/or reduce operating costs will have a material adverse effect on our ability to meet our long-term liquidity needs and achieve our intended long-term business objectives.

Results of Operations for the Three and Nine Months Ended September 30, 2026 and 2025

Revenue and Cost of Sales

We reported no licensing revenue for the three and nine months ended September 30, 2026 and 2025.  Cost of sales for the three and nine months ended September 30, 2026 and 2025 consists of amortization expense related to the patents covered under license agreements.  Revenue resulting from our patent enforcement actions is highly unpredictable with respect to the amount and timing of receipt, and there can be no assurance that we will achieve our anticipated results.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses consist primarily of personnel and related costs, including share-based compensation, outside professional fees for business consulting, legal and accounting services, litigation fees and expenses, and costs incurred for insurance.

Our selling, general and administrative expenses decreased by $0.4 million, or 27.8%, during the three months ended September 30, 2026 when compared to the same period in 2025.  This is primarily the result of a $0.2 million decrease in total share-based compensation and a $0.2 million decrease in third-party consulting fees.  The decrease in share-based compensation expense and third-party consulting fees for the three months ended September 30, 2026 is primarily the result of expiration or termination of contracts with certain third-party consultants, certain of whom received share-based compensation for their services. 

Our selling, general and administrative expenses decreased by $3.0 million, or 46.0%, during the nine months ended September 30, 2026 when compared to the same period in 2025.  This is primarily the result of a $2.1 million decrease in total share-based compensation and a $0.9 million decrease in outside professional fees, including third-party consulting, public relations and litigation related costs. The decrease in share-based compensation for the nine months ended September 30, 2026 primarily reflects lower one-time, non-cash charges recognized upon the modifications of previously issued option awards as discussed in Note 14 in the unaudited condensed consolidated financial statements.  The decrease in outside professional fees for the  nine months ended September 30, 2026 is a result of decreased expenditures related to our social media and public awareness campaign, business and financial advisory services, and litigation costs primarily related to a petition for a writ of certiorari we filed with the Supreme Court in 2025.

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Change in Fair Value of Contingent Payment Obligations

We have elected to measure our secured and unsecured contingent payment obligations at fair value which is based on significant unobservable inputs.  We estimated the fair value of our secured and unsecured contingent payment obligations using a probability-weighted income approach based on the estimated present value of projected future cash outflows using a risk-adjusted discount rate.  Increases or decreases in the significant unobservable inputs could result in significant increases or decreases in fair value.  The changes in fair value for the three and nine months ended September 30, 2026 were primarily the result of changes in the estimated amount and timing of projected future cash outflows due to changes in the status of our patent infringement cases, including the bifurcation of the Qualcomm cases, as well as increases in accrued interest on our secured contingent payment obligation and changes in the risk-free rates of return used in the calculation of present value.  Noncash fair value gains were $2.1 million and $3.4 million, respectively, for the three and nine months ended September 30, 2026, versus fair value losses of $0.4 million and $0.5 million, respectively for the corresponding periods in 2025.

Outstanding Warrants

As of September 30, 2026, we had remaining outstanding warrants for the purchase of up to 2.5 million shares of our common stock with a weighted average exercise price of $0.60 per share and a weighted average remaining life of approximately 2.6 years.  These warrants have an estimated grant date fair value of $1.2 million which is included in additional paid-in capital in our unaudited condensed consolidated balance sheets. 

Critical Accounting Policies

Except for the adoption of ASU 2024-04 discussed in Note 4, there have been no changes in accounting policies from those stated in our 2025 Annual Report.  We do not expect any newly effective accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

ITEM 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of September 30, 2026, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of September 30, 2026.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings.

Reference is made to the section entitled “Legal Proceedings” in Note 12 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a discussion of current legal proceedings, which discussion is incorporated herein by reference.

ITEM 1A. Risk Factors.

There have been no material changes from the risk factors disclosed in Item 1A of Part I of our 2025 Annual Report.  In addition to the information in this Quarterly Report, the risk factors disclosed in our 2025 Annual Report should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds, Issuer Purchases of Equity Securities.

There were no unregistered sales of equity securities or issuer purchase of equity securities during the three months ended September 30, 2026.

ITEM 3. Defaults Upon Senior Securities.

None.

ITEM 4. Mine Safety Disclosures.

Not applicable.

ITEM 5. Other Information.

During the three months ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-rule 10b5-1 trading arrangement" as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 6. Exhibits.

Exhibit Number		Description of Exhibit
31.1		Section 302 Certification of Jeffrey L. Parker, CEO *
31.2		Section 302 Certification of Cynthia L. French, CFO *
32.1		Section 906 Certification **
101.INS		Inline XBRL Instance Document*
101.SCH		Inline XBRL Taxonomy Extension Schema*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase*
104		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set

*     Filed herewith

**   Furnished herewith

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SIGNATURES

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, thereunto duly authorized.

	ParkerVision, Inc.
	Registrant
November 10, 2026	By:	/s/Jeffrey L. Parker
		Jeffrey L. Parker
		Chairman and Chief Executive Officer
		(Principal Executive Officer)
November 10, 2026	By:	/s/Cynthia L. French
		Cynthia L. French
		Chief Financial Officer
		(Principal Financial Officer and Principal
		Accounting Officer)

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