ParkerVision (PRKR) ties executive stock options to patent cash

Rhea-AI Filing Summary

ParkerVision, Inc. reported new compensation awards for its top executives. On January 22, 2026, the board’s compensation committee granted performance-based stock options under the 2019 Long-Term Incentive Plan, including an option to purchase up to 8,000,000 shares for CEO Jeffrey Parker and an option to purchase up to 500,000 shares for CFO Cynthia French.

The options have a five-year performance period with quarterly measurement dates, a ten-year term, and an exercise price of $0.24 per share, based on the last sale price on the grant date. Vesting depends on cumulative net cash the company receives from its patent enforcement actions after specified fees and repayments.

These performance options fully vest automatically if the company’s market capitalization reaches at least $1 billion for 20 consecutive trading days or upon a change in control. The committee also granted the CFO a separate time-based option for up to 500,000 shares at $0.24 per share, vesting in four equal biannual installments over two years beginning July 22, 2026, and approved a 2.5% cost-of-living increase in the base salaries of the CEO and CFO effective April 15, 2026.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):January 22, 2026

PARKERVISION, INC.

(Exact Name of Registrant as Specified in Charter)

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

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

(904) 732-6100

(Registrant’s Telephone Number, Including Area Code)

N/A

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

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

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

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

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

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

Emerging growth company   ☐

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

Item 5.02(e) Compensatory Arrangements of Certain Officers

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

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

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

 Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit	Description
10.1	Form of Nonqualified Performance-Based Stock Option Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

Dated: January 26, 2026

PARKERVISION, INC.

By /s/ Cynthia French

Cynthia French

Chief Financial Officer

FAQ

What executive compensation changes did ParkerVision (PRKR) disclose in this 8-K?

ParkerVision disclosed new nonqualified stock option grants for its CEO and CFO under the 2019 Long-Term Incentive Plan and a 2.5% cost-of-living salary increase for both executives, effective April 15, 2026.

How many performance-based stock options did ParkerVision grant to its CEO and CFO?

The company granted a performance-based option to purchase up to 8,000,000 shares to CEO Jeffrey Parker and a performance-based option to purchase up to 500,000 shares to CFO Cynthia French.

What are the vesting conditions for ParkerVision’s new performance-based stock options?

Vesting is based on cumulative net cash received by ParkerVision from its patent enforcement actions, after attorney contingency fees and contractual repayments of contingent payment obligations to third parties, measured quarterly over a five-year performance period.

What events can accelerate vesting of ParkerVision’s performance-based options regardless of performance?

Vesting accelerates automatically if the company’s market capitalization reaches or exceeds $1 billion for 20 consecutive trading days, or upon a change in control of ParkerVision.

What are the key terms of the CFO’s additional time-based stock option grant at ParkerVision?

The CFO received a nonqualified time-based option to purchase up to 500,000 shares at an exercise price of $0.24 per share, vesting in four equal biannual installments over two years beginning July 22, 2026, with a five-year term from the grant date.

What is the exercise price and term of the new ParkerVision executive stock options?

All of the newly approved options have an exercise price of $0.24 per share, which was the last sale price of the company’s common stock on the grant date. The performance-based options expire ten years from the grant date, while the additional time-based CFO option expires five years from the grant date.