INSEEGO CORP.

Note 1. Nature of Business and Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements (“Financial Statements”) have been prepared by Inseego Corp. (the “Company”, “we”, “us” or “our”) in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The Financial Statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. These Financial Statements should be read in conjunction with the audited consolidated financial statements and notes as of and for the year ended December 31, 2025, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”).

The condensed consolidated balance sheet as of December 31, 2025 was derived from the audited consolidated financial statements as of that date, but does not include all disclosures required by GAAP. In management’s opinion, the accompanying Financial Statements reflect all normal recurring adjustments necessary for their fair presentation. Other than described below, there have been no changes to the Company’s significant accounting policies described in the Form 10-K that have had a material impact on the Company’s Financial Statements. The results of operations for the interim periods presented are not necessarily indicative of results to be expected for any other interim period or for the year as a whole.

Segment Information

The Company hasone reportable segment. The Company’s Chief Executive Officer (“CEO”), who is also the Chief Operating Decision Maker, does not manage any part of the Company separately, and the allocation of resources and assessment of performance are based solely on the Company’s consolidated operations and financial results.

As such, our operations constitute a single operating segment andone reportable segment. See Note 8 – Segment, Geographic, and Concentrations of Risk Information for more information.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent liabilities. Actual results could differ materially from these estimates. Estimates are assessed each period and updated to reflect current information. Significant estimates include revenue recognition, capitalized software costs, allowance for credit losses, provision for excess and obsolete inventory, accrued liabilities related to our contract manufacturers, valuation of tangible and intangible long-lived assets, valuation of goodwill, valuation of derivatives, accruals relating to litigation, income taxes and share-based compensation expense.

Reclassifications

Certain amounts recorded in the prior period consolidated financial statements have been reclassified to conform to the current period financial statement presentation. These reclassifications had no effect on previously reported operating results.

Recently Adopted Accounting Pronouncements

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Accounting Standards Codification Topic 606: Revenue from Contracts with Customers. The practical expedient permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets. The Company adopted ASU 2025‑05 during the first quarter of 2026. The adoption of this guidance did not have an impact on the Company’s financial statements or related disclosures.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires disclosure on an annual and interim basis, in the notes to the financial statements, of disaggregated information about specific categories underlying certain income statement expense line items. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective basis. The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 updates the recognition and capitalization framework to reflect current software development practices, including iterative and agile methodologies, by removing references to "development stages". It also clarifies the criteria for capitalization, which begins when both of the following occur: (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in ASU 2025-06 are effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods, which for the Company would be the fiscal first quarter ending February 28, 2029. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In November 2025, the FASB issued ASU No. 2025‑09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. This ASU provides targeted amendments to improve and clarify the application of hedge accounting and better align hedge accounting results with an entity’s risk management activities. The guidance is effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods, with early adoption permitted. The amendments are required to be applied prospectively. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

Note 2. Financial Statement Details

Inventories

Inventories consist of the following (in thousands):

Prepaid expenses and other

Prepaid expenses and other consists of the following (in thousands):

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):

Other long-term liabilities

Other long-term liabilities consist of the following (in thousands):

As of March 31, 2026, of the $4.0 million long-term deferred revenue balance, $3.8 million relates to performance obligations expected to be satisfied between one and two years, and $0.3 million relates to performance obligations expected to be satisfied between two and three years from March 31, 2026.

Note 3. Fair Value Measurements

The following table sets forth the fair value of the financial assets and liabilities measured on a recurring basis and indicates the fair value hierarchy utilized to determine such fair value (in thousands):

No transfers between levels occurred during the three or three months ended March 31, 2026 or March 31, 2025.

The Company also had an interest make-whole payment derivative liability on its 2025 Convertible Notes (as defined in Note 4 – Debt) that was measured at fair value on a recurring basis prior to the maturity and full repayment of the 2025 Convertible Notes on May 1, 2025. The interest make-whole payment derivative liability was a Level 3 instrument and was valued using a Monte Carlo model.

During the three months ended March 31, 2025, there wereno conversions of the 2025 Convertible Notes into shares of the Company’s common stock. There were alsono changes in the fair value of the interest make-whole liability during the three months ended March 31, 2025.

Other Financial Instruments

The carrying values of the Company’s other financial assets and liabilities approximate their fair values because of their short-term nature, with the exception of the 2029 Senior Secured Notes (as defined in Note 4 – Debt) and 2025 Convertible Notes. The 2029 Senior Secured Notes and 2025 Convertible Notes are carried at amortized cost, and the 2025 Convertible notes were adjusted for changes in fair value of the embedded interest make-whole payment derivative.

As detailed in Note 7 – Stockholders' Equity (Deficit) below, the additional $8.0 million in 2029 Senior Secured Notes principal and $10.0 million cash payable issued during the three months ended March 31, 2026 as part of the Preferred Stock Exchange Agreement were initially recorded upon issuance at fair value, which were $8.9 million and $9.7 million, respectively. The fair value of both the additional 2029 Senior Secured Notes principal and cash payable were determined based on a discounted cash flow model, which represents a Level 3 measurement. The fair value of the additional 2029 Senior Secured Notes principal was estimated using probability-weighted scenarios which include assumptions that are highly subjective and required judgment regarding significant matters, such as the timing of redemption, amount and timing of future cash flows and an adjusted market yield of 5.29%. The fair value of the cash payable was estimated using an adjusted market yield of 4.91%. The use of different assumptions could have a material effect on the fair value estimates.

Note 4. Debt

Working Capital Facility

On August 5, 2025, the Company entered into a Credit and Security Agreement (the “Working Capital Facility Agreement”) with BMO Bank N.A. (“BMO”) that provides up to a maximum $15.0 million secured asset-backed revolving credit facility (the “Working Capital Facility”). The facility matures on August 5, 2028 and contains certain financial and non-financial covenants. The Company was in compliance with all covenants under the Working Capital Facility Agreement as of March 31, 2026.

Obligations under the Working Capital Facility are secured by a continuing security interest in substantially all property of Inseego Corp. and certain of its subsidiaries, subject to customary exclusions. Availability under the Working Capital Facility is determined monthly as the excess of a borrowing base (“Borrowing Base”), comprised of a percentage of eligible accounts receivable and eligible inventory, over the total loans outstanding under the Working Capital Facility. If the aggregate outstanding amount of the Working Capital Facility exceeds the Borrowing Base at any time, the excess amount shall be payable on demand by BMO.

Priority of the obligations of the Company with respect to the Working Capital Facility is senior to the priority of the obligations of the Company with respect to the 2029 Senior Secured Notes on the assets of the Company which constitute current assets and junior to the priority to the obligations of the company with respect to the 2029 Senior Secured Notes on the assets of which company which are not current assets, as set forth in the Working Capital Facility Agreement. The Working Capital Facility contains customary events of default, including a cross-default and cross-payment default for certain indebtedness in an aggregate principal amount in excess of $1.0 million and a cross-default for certain termination events under Swap Contracts with a termination value (determined in accordance with the terms of the Working Capital Facility Agreement) in excess of $1.0 million, as set forth in the Working Capital Facility Agreement.

Loans made under the Working Capital Facility bear interest at a Term Secured Overnight Financing Rate (“SOFR”), as defined in the Working Capital Facility Agreement, plus an applicable margin ranging from 1.00-2.50%, subject to certain exceptions. Interest on loans made under the Working Capital Facility are paid in cash, in arrears, on a semi-annual basis.

As of March 31, 2026 and December 31, 2025, there wereno outstanding borrowings and availability to borrow under the Working Capital Facility was $14.5 million.

2029 Senior Secured Notes

On November 6, 2024, the Company issued to multiple noteholders approximately $40.9 million in principal amount of new senior secured notes due in 2029 (the “2029 Senior Secured Notes”). The 2029 Senior Secured Notes bear interest at 9.0% per annum, to be paid in cash, in arrears, on a semi-annual basis, and have a maturity date of May 1, 2029. The Company may, subject to certain provisions, issue additional principal amounts of the 2029 Senior Secured Notes with the same terms as the notes issued on November 6, 2024, with the exception of the first date on which interest expense begins to accrue.

The 2029 Senior Secured Notes are secured by a first priority lien on substantially all of the Company’s assets. The Company may redeem all or part of the 2029 Senior Secured Notes at any time prior to May 1, 2029 at a redemption price equal to 100% of the principal amount of the 2029 Senior Secured Notes to be redeemed, plus the present value of the sum of all required interest payments from such redemption date through May 1, 2029 at such redemption date, plus accrued and unpaid interest on such 2029 Senior Secured Notes to, but excluding, the redemption date.

On January 14, 2026, as part of the exchange of its outstanding preferred stock, which is discussed in further detail in Note 7 – Stockholders' Equity (Deficit), the Company issued an additional $8.0 million in principal amount of 2029 Senior Secured Notes.

As of March 31, 2026, $48.9 million of principal of the 2029 Senior Secured Notes was outstanding, $31.8 million of which was held by related parties.

The 2029 Senior Secured Notes, net consists of the following (in thousands):

2025 Convertible Notes

In 2020, the Company completed both a registered public offering and a privately negotiated exchange agreement that resulted in the issuance of 3.25% convertible senior notes due in 2025 (the “2025 Convertible Notes”).

The 2025 Convertible Notes matured on May 1, 2025. The 2025 Convertible Notes were senior unsecured obligations of the Company and bore interest at an annual rate of 3.25%, which was payable semi-annually in arrears on May 1 and November 1 of each year.

The 2025 Convertible Notes matured on May 1, 2025, at which time all outstanding principal of $14.9 million and related accrued interest was repaid.

Interest Expense, Summary

The following table sets forth total interest expense, annualized effective interest rate, and interest expense related to related parties, if applicable, for each of the debt instruments detailed above (in thousands):

The annualized effective interest rate, including the impact of non-cash interest expense, for the 2029 Senior Secured Notes for the three months ended March 31, 2026 was 8.0%. The annualized effective interest rates, including the impact of non-cash interest expense, for the 2029 Senior Secured Notes and 2025 Convertible Notes for the three months ended March 31, 2025 was 8.5% and 4.1%, respectively.

Note 5. Share-based Compensation

During the three months ended March 31, 2026 and 2025, the Company granted awards under the 2018 Omnibus Incentive Compensation Plan, previously named the Amended and Restated 2009 Omnibus Incentive Compensation Plan (the “2018 Plan”), and the 2015 Incentive Compensation Plan (the “2015 Plan”). The Compensation Committee of the Board of Directors administers the plans. Under the 2018 Plan, shares of common stock may be issued upon the exercise of stock options, in the form of restricted stock, or in settlement of restricted stock units (“RSUs”) or other awards, including awards with alternative vesting schedules such as performance-based criteria. The 2018 Plan authorizes 5,775,308 shares, of which 1,603,739 remain available for future grants as of March 31, 2026.

The following table presents total share-based compensation expense within each functional line item on the condensed consolidated statements of operations for thethree months ended March 31, 2026 and 2025 (in thousands):

Stock Options

The Compensation Committee of the Board of Directors determines eligibility, vesting schedules and exercise prices for stock options granted. The Company generally uses the Black-Scholes option pricing model to estimate the fair value of its stock options, which generally only include time-based vesting requirements. Stock options generally have a term often years and vest over athree tofour-year period.

The following table summarizes the Company’s stock option activity for the three months ended March 31, 2026:

During the three months ended March 31, 2025, the Company granted stock options to the CEO in connection with his hiring on January 6, 2025. These stock options contain a requirement that in order to be exercisable, the Company’s closing stock price must exceed the exercise price of the awards for 20 of the 30 trading-days immediately prior to the requested exercise date. The Company granted a total of 850,000 of these options to the CEO at a weighted average exercise price of $18.46. The total grant-date fair value of the options was$6.7 million and will be expensed over thefour-year vesting term of the awards.

These options granted to the Company’s CEO were valued using a Monte Carlo simulation model. The following table details the key assumptions utilized in the Monte Carlo simulation model used to calculate the grant-date fair value of the awards:

At March 31, 2026, total unrecognized compensation expense related to stock options was $6.2 million, which is expected to be recognized over a weighted-average period of 2.94 years.

Restricted Stock Units

Pursuant to the 2018 Plan and the 2015 Plan, the Company may issue RSUs that, upon satisfaction of vesting conditions, allow recipients to receive common stock. Issuances of such awards reduce common stock available under the 2018 Plan and 2015 Plan for stock incentive awards. The Company measures compensation cost associated with grants of RSUs at fair value, which is generally the closing price of the Company’s stock on the date of grant. RSUs generally vest over athree- tofour-year period.

The following table summarizes the Company’s RSU activity for the three months ended March 31, 2026:

During the three months ended March 31, 2025, the Company granted RSUs to the CEO in connection with his hiring on January 6, 2025. The Company granted the CEO 124,347 RSUs that contain a time-based vesting requirement (“Time-based CEO RSUs”) with a total grant-date fair value of $1.4 million that vest over four years. The Company also granted the CEORSUs that contain a market-based vesting condition in addition to a time-based vesting requirement (“Market-based CEO RSUs”). The Company granted 167,910 of these Market-based CEO RSUs with a total grant-date fair value of$3.2 million that will be expensed over thethree-year vesting term of the awards. The actual number of shares to be issued upon completion of the time-based vesting requirement of the Market-based CEO RSUs is dependent upon the Company’s share price performance relative to the total shareholder return of Russell Microcap Index (“rTSR”) over the vesting period, ranging from 0% to 200% of the number of market-based RSUs granted. The following table details the key assumptions utilized in the Monte Carlo simulation model used to calculate the grant-date fair value of the Market-based CEO RSUs:

At March 31, 2026, total unrecognized compensation expense related to RSUs, including the RSUs with a market based condition discussed above, was $13.2 million, which is expected to be recognized over a weighted-average period of 2.85 years.

Note 6. Earnings (Loss) per Share

Basic earnings (loss) per share (“EPS”) excludes dilution and is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock using the treasury stock method. Potentially dilutive securities (consisting primarily of the 2025 Convertible Notes calculated using the if-converted method and warrants, stock options and RSUs calculated using the treasury stock method) are excluded from the diluted EPS computation in loss periods and when their effect would be anti-dilutive.

The calculation of basic and diluted EPS was as follows (in thousands, except per share data):

(*) Rounding may affect summation.

The following is a summary of outstanding anti-dilutive potential shares of common stock that have been excluded from diluted net loss per share attributable to common stockholders because their inclusion would have been anti-dilutive as of March 31, 2026 and 2025 (in thousands):

Note 7. Stockholders' Equity (Deficit)

Warrants

The Company has outstanding warrants to purchase shares of its common stock that were issued in prior periods. The terms and conditions of these warrants, including exercise prices, contractual lives, and settlement provisions, are described in detail in Note 8. Stockholders’ Equity (Deficit) to the Company’s consolidated financial statements included in its Annual Report on Form 10‑K for the year ended December 31, 2025.

The warrants are classified as equity instruments as they are indexed to the Company’s own stock and meet the criteria for equity classification under applicable accounting guidance. Accordingly, the warrants are not remeasured at fair value subsequent to issuance.

The following table summarizes warrant activity for the three months ended March 31, 2026 and 2025:

Preferred Stock

The Company has a total of 2,000,000 shares of preferred stock authorized for issuance at a par value of $0.001 per share,150,000 of which have been designated Series D Preferred Stock and 39,500 of which have been designated Series E Preferred Stock. As of December 31, 2025, the Company had 25,000 shares of Series E preferred stock issued and outstanding.

On January 14, 2026 (the “Preferred Stock Exchange Closing Date”), the Company entered into an Exchange Agreement (the “Preferred Stock Exchange Agreement”) with an affiliate of Mubadala Capital (the “Preferred Stock Holder”), which held all 25,000 outstanding shares of the Company’s Series E Preferred Stock.

Pursuant to the Preferred Stock Exchange Agreement, on the Preferred Stock Exchange Closing Date all of the outstanding shares of Series E Preferred Stock, which had a liquidation value of $42.0 million as of December 31, 2025, were surrendered and forfeited by the Preferred Stock Holder in exchange for $10.0 million in cash, one-third of which was paid on the Preferred Stock Exchange Closing Date and the balance of which will be paid intwo equal installments on the six and twelve month anniversaries of the Preferred Stock Exchange Closing Date,767,165 shares of the Company’s common stock, and $8.0 million in additional principal amount of the Company’s existing 9.0% 2029 Senior Secured Notes. The shares of common stock and 2029 Senior Secured Notes were issued to the Preferred Stock Holder on the Preferred Stock Exchange Closing Date.

The 2029 Senior Secured Notes principal, common stock, and cash payable issued to the Preferred Stock Holder as part of the Preferred Stock Exchange Agreement were all recorded at cumulative fair value of $26.9 million. The 2029 Senior Secured Noted principal was determined to have a fair value of $8.9 million. The resulting $0.9 million premium is included in the value of the 2029 Senior Secured Notes on the condensed consolidated balance sheet and will be amortized over the term of the 2029 Senior Secured Notes as a reduction to interest expense. The fair value of the common stock, based on the closing price of the Company’s common stock on the issuance date, was $8.2 million and was recorded within stockholders’ equity on the condensed consolidated balance sheet. The fair value of the $10.0 million cash payable was determined to be $9.7 million and was recorded initially within accrued expenses and other current liabilities on the condensed consolidated balance sheet. The $0.3 million difference between the total cash payable and its fair value will be amortized to interest expense over the 12-month total repayment period.

The total liquidation preference of the outstanding preferred stock, which was $42.0 million at the time of the Preferred Stock Exchange Closing Date, was removed from stockholder’s equity as a result of the exchange. The $15.1 million difference between the $42.0 million liquidation preference and the $26.9 million cumulative fair value of the exchange consideration was recorded as a deemed contribution within accumulated deficit on the condensed consolidated statements of stockholders’ deficit.

Subsequent to the Preferred Stock Exchange Agreement, the Company no longer has any outstanding preferred stock.

Note 8. Segment, Geographic, and Concentrations of Risk Information

Segment Information

As previously detailed in Note 1 – Nature of Business and Significant Accounting Policies, the Company operates asone reportable segment. As of March 31, 2026, the Company’s CODM was its CEO. The Company’s CODM does not manage any part of the Company separately, and the allocation of resources and assessment of performance is based solely on the Company’s consolidated operations and financial results. The accounting policies of our single reportable segment are the same as those described in Note 1 – Nature of Business and Significant Accounting Policies.

The CODM uses net income (loss) in evaluating the performance of our single reportable segment and determining how to allocate resources of the Company as a whole, including investing in our products, services and customers. As the Company only has one reportable segment, the measure of segment assets is reported on the balance sheet as total consolidated assets.

The following table details the revenues, significant expenses and other segment items regularly provided to the CODM:

Geographic Information

The following table details the Company’s revenues by geographic region based on shipping destination (in thousands):

Substantially all of the Company’s long-term assets are located within the United States.

Concentrations of Credit Risk

Customer Concentrations

For the three months ended March 31, 2026, two customers accounted for 53.2% and 33.5% of revenues, respectively. For the three months ended March 31, 2025, two customers accounted for 54.6% and 35.1% of revenues, respectively.

As of March 31, 2026, three customers accounted for 49.1%,23.4%, and 16.7% of accounts receivable, net, respectively. As of December 31, 2025, two customers accounted for 45.6% and 31.4% of accounts receivable, net, respectively.

Concentrations in the Available Sources of Supply of Materials and Product

Our services use hardware and software from various third parties, some of which are procured from single suppliers. For example, our MiFi mobile hotspots and fixed wireless access devices rely substantially on chipsets from Qualcomm. From time to time, certain components used in our products or solutions have been in short supply or their anticipated commercial introduction has been delayed or their availability has been interrupted for reasons outside our control.

Note 9. Commitments and Contingencies

Noncancellable Purchase Obligations

The Company typically enters into commitments with its contract manufacturers and other vendors that require future purchases of goods or services in thethree tofour quarters following the balance sheet date. Such commitments are noncancellable (“noncancellable purchase obligations”). As of March 31, 2026, future payments under these noncancellable purchase obligations were approximately $127.1 million.

Legal

The Company is, from time to time, party to various legal proceedings arising in the ordinary course of business. The Company is regularly required to directly or indirectly participate in other U.S. patent infringement actions pursuant to its contractual indemnification obligations to certain customers. Based on an evaluation of these matters the Company currently believes that liabilities arising from, or sums paid in settlement of these existing matters, if any, would not have a material adverse effect on its consolidated results of operations or financial condition.

Indemnification

In the normal course of business, the Company periodically enters into agreements that require the Company to indemnify and defend its customers for, among other things, claims alleging that the Company’s products infringe upon third-party patents or other intellectual property rights. The Company’s maximum exposure under these indemnification provisions cannot be estimated but the Company does not believe that there are any matters individually or collectively that would have a material adverse effect on its consolidated results of operations or financial condition.

Note 10. Income Taxes

Income tax expense was less than $1.0 million for both the three months ended March 31, 2026 and March 31, 2025, consisting primarily of foreign income taxes at certain of the Company’s international entities and state taxes for its U.S.-based entities. The Company’s income tax expense differs from the expected expense based on statutory rates primarily due to full valuation allowances at all of its U.S.-based entities.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law which, among other things, provided a permanent extension of certain tax measures initially established under the 2017 Tax Cuts and Jobs Act, which were set to expire at the end of 2025, and modified tax legislation affecting bonus depreciation rules and the tax treatment of research and development expenses and interest deductions. Specifically, the OBBBA provides for 100% bonus depreciation and eliminates the requirement under Internal Revenue Code Section 174 to capitalize and amortize U.S. based research and experimental expenditures over five years, making these expenditures fully deductible in the period incurred beginning after 2024. The Company currently does not expect the OBBBA to have a material impact to our effective tax for 2026.

Note 11. Subsequent Events

Asset Purchase Agreement with Nokia

On April 30, 2026, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Nokia Solutions and Networks Oy (“Nokia”), pursuant to which Inseego has agreed to purchase substantially all of the assets (the “Purchased Assets”) comprising Nokia’s fixed wireless access business (the “Nokia FWA Business”). Under the Purchase Agreement and subject to the terms and conditions set forth therein, at the closing (the “Closing”) of the transactions contemplated by the Purchase Agreement (collectively, the “Transaction”), Inseego will purchase the Purchased Assets from Nokia for a purchase price consisting of (i)1,163,693 shares (the “Shares”) of Inseego’s common stock (“Common Stock”), (ii) warrants to purchase an aggregate of 521,139 shares of Common Stock, at an exercise price of $12.89 per share and (iii) the assumption of certain liabilities relating to the Nokia FWA Business (the “Transaction”). The warrants will be exercisable for a period offour years following the Closing and will be exercisable on a cash basis.

The Purchase Agreement contains customary representations, warranties and indemnities made or given by each of Nokia and Inseego. The Purchase Agreement also contains customary covenants of the parties, including covenants relating to the conduct of the Nokia FWA Business prior to closing, efforts to obtain required consents and approvals, and other matters. Nokia, on behalf of itself and its affiliates, has agreed that for a period of three years after the Closing (the “Restricted Period”) it will not, anywhere in the world, engage in any business that develops, produces or sells certain fixed wireless access products and devices sold by the Nokia FWA Business, subject to certain exceptions. In addition, Nokia has agreed that if during the Restricted Period it determines that it intends to solicit proposals from, or to enter into negotiations with, any third party for the development of any product or device featuring upstream connectivity with both wired and cellular radio access and use products or technology comprising part of the Purchased Assets, Nokia will provide Inseego with a right of first offer to provide such products.

In addition, pursuant to the Purchase Agreement, Nokia has agreed that if the EBITDA (as defined in the Purchase Agreement) of the Nokia FWA Business for the first 12 months following the Closing is negative, Nokia will reimburse Inseego on a quarterly basis by the amount of such negative EBITDA, capped at an aggregate total payment of $38.0 million, subject to certain limitations. Additionally, for the next 24 months after the initial 12-month period after Closing, Inseego has agreed to pay to Nokia a portion of the EBITDA profits generated by the Nokia FWA Business, if any, ranging from 0% to 50%, dependent upon the Nokia FWA Business achieving certain revenue thresholds.

The Purchase Agreement is subject to customary closing conditions and termination rights of the parties, including the right of either party to terminate the Purchase Agreement if the Closing has not occurred by January 15, 2027, subject to Inseego’s right to extend such date by up to three months if certain deliverables have not been provided.

Nokia Investment in Inseego

On April 30, 2026, Inseego and Nokia also entered into a Subscription Agreement (the “Subscription Agreement”), pursuant to which, subject to the terms and conditions contained therein (including the Closing occurring), at the Closing, Nokia will invest $10.0 million in cash in Inseego, for which it will receive 775,795 shares of Common Stock and warrants to purchase an aggregate of 260,569 shares of Common Stock, at an exercise price of $12.89 per share and otherwise in the same form as the warrants to be issued pursuant to the terms of the Purchase Agreement, except that such warrants will be exercisable for cash or on a cashless exercise basis.