ParkerVision covers resale of up to 12.8M shares

ParkerVision receives no proceeds from selling-stockholder resales; cash exercise of the warrant could provide up to $800,000 in gross proceeds.

Available on EDGAR 10/29/2026 - 06:23 PM EDT Accepted by SEC EDGAR 10/29/2026 - 04:44 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

ParkerVision, Inc. (PRKR)'s prospectus permits the listed selling stockholders to resell up to 12,800,000 shares of Common Stock. The shares consist of up to 7,800,000 shares issuable upon conversion of convertible promissory notes and, at the company's option, for interest payments, plus 5,000,000 shares issuable upon exercise of a five-year warrant. Selling stockholders receive proceeds from resales; ParkerVision may receive up to $800,000 in gross proceeds if the warrant is exercised for cash. The company expects to use any such proceeds for patent enforcement actions and other working capital and general corporate purposes.

On October 23, 2026, ParkerVision's board expanded from four to five members and unanimously appointed William G. Walters to fill a Class II director vacancy. He will receive the company's standard non-employee director compensation, and the company entered into its standard indemnification agreement with him.

Key Figures

Shares permitted for resale: Up to 12,800,000 shares of Common Stock Shares tied to convertible promissory notes: Up to 7,800,000 shares Shares issuable upon warrant exercise: 5,000,000 shares +3 more

6 metrics

Shares permitted for resale Up to 12,800,000 shares of Common Stock Resale by the selling stockholders listed in the prospectus

Shares tied to convertible promissory notes Up to 7,800,000 shares Issuable upon conversion and, at the company's option, for interest payments

Shares issuable upon warrant exercise 5,000,000 shares Shares of Common Stock issuable upon exercise of the warrant

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

Warrant term Five years Warrant for 5,000,000 shares

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

Key Terms

convertible promissory notes, gross proceeds, selling stockholders, par value, +1 more

5 terms

convertible promissory notes financial

"shares of Common Stock issuable upon conversion of ... convertible promissory notes"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

gross proceeds financial

"up to an aggregate of $800,000 in gross proceeds"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

selling stockholders regulatory

"resale by the selling stockholders listed in the Prospectus"

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

par value financial

"Common Stock, par value $0.01 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

indemnification agreement regulatory

"entered into its standard indemnification agreement with Mr. Walters"

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

Offering Details

secondary · Up to 12,800,000 shares

Offering

Offering Type secondary

Securities Offered Common Stock

Offering Amount Up to 12,800,000 shares

Use of Proceeds ParkerVision receives no proceeds from selling-stockholder resales. If the warrant is exercised for cash, ParkerVision may receive up to $800,000 in gross proceeds and expects to use them for patent enforcement actions and other working capital and general corporate purposes.

FAQ

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

How many PRKR shares are covered for resale?

The prospectus permits the listed selling stockholders to resell up to 12,800,000 shares of Common Stock: up to 7,800,000 shares tied to convertible promissory notes and 5,000,000 shares issuable upon warrant exercise.

How much can ParkerVision receive from the PRKR warrant?

ParkerVision may receive up to $800,000 in gross proceeds if the warrant is exercised for cash, and expects to use proceeds for patent enforcement actions and other working capital and general corporate purposes. The company receives no proceeds from selling-stockholder resales.

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. 91

(to Prospectus dated April 19, 2019)

PARKERVISION, INC.

12,800,000 Shares of Common Stock

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

We will not receive proceeds from the sale of the shares of Common Stock by the selling stockholders. To the extent the warrant is exercised for cash, we will receive up to an aggregate of $800,000 in gross proceeds. We expect to use proceeds received from the exercise of the warrant, if any, to fund our patent enforcement actions and for other working capital and general corporate purposes.

This Prospectus Supplement is being filed to update and supplement the information previously included in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 29, 2026.  Accordingly, we have attached the 8-K to this prospectus supplement.  You should read this prospectus supplement together with the prospectus, which is to be delivered with this prospectus supplement.

Any statement contained in the Prospectus shall be deemed to be modified or superseded to the extent that information in this Prospectus Supplement modifies or supersedes such statement.  Any statement that is modified or superseded shall not be deemed to constitute a part of the Prospectus except as modified or superseded by this Prospectus Supplement. 

This Prospectus Supplement should be read in conjunction with, and may not be delivered or utilized without, the Prospectus.

Our Common Stock is listed on the OTCQB Venture Capital Market under the ticker symbol “PRKR.”

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

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

The date of this Prospectus Supplement is October 29, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 23, 2026

PARKERVISION, INC.

(Exact Name of Registrant as Specified in Charter)

Florida	000-22904	59-2971472
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4446-1A Hendricks Avenue Suite 354, Jacksonville, Florida	32207
(Address of Principal Executive Offices)	(Zip Code)

(904) 732-6100

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
None

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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

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

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

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

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

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

 Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit	Description
99.1	Press Release dated October 29, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 29, 2026

PARKERVISION, INC.

By /s/ Cynthia French

Cynthia French

Chief Financial Officer