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INSEEGO CORP.

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 5, 2026

INSG$3.88-1.4%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 19 previous paragraphs and 23 current paragraphs.

7 unchanged; 0 reworded; 16 added; 12 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (16)

Current report

We may not realize the anticipated benefits of our acquisition of the FastMile FWA Business.

Current report

On October 1, 2026, we completed the acquisition from Nokia of the Purchased Assets, comprising the FastMile FWA Business. Our ability to realize the anticipated benefits of the acquisition will depend, in part, on our ability to integrate the FastMile FWA Business’s operations, personnel, systems, customer relationships, contracts and business processes into the Company’s existing business, as well as our ability to maintain the customers and/or employees of the FastMile FWA Business. The integration process may be complex, costly and time-consuming and may divert management’s attention from other business matters. The Company may not successfully integrate the FastMile FWA Business or realize the anticipated strategic, operational or financial benefits of the acquisition within the expected timeframe or at all.

Current report

We may be exposed to liabilities in connection with the acquisition of the FastMile FWA Business.

Current report

Pursuant to the Purchase Agreement, at the Closing we assumed certain liabilities of the FastMile FWA Business. As a result, we may be exposed to known and unknown liabilities relating to the FastMile FWA Business, including liabilities arising from prior contracts, employment matters, litigation, regulatory compliance, customer claims, vendor disputes and other matters. We may have limited recourse against Nokia for certain liabilities, and any such liabilities could be material or could adversely affect our business, financial condition and results of operations.

Current report

The issuance of shares and warrants in connection with the acquisition of the FastMile FWA Business resulted in dilution to existing stockholders.

Current report

In connection with the acquisition of FastMile FWA Business and Nokia’s investment in the Company, at the Closing we issued an aggregate of 1,939,488 shares of our common stock and warrants to purchase, at an exercise price of $4.26 per share, 781,708 shares of our common stock. The issuance of these shares resulted, and the issuance of additional shares upon exercise of such warrants may result, in dilution to the Company’s existing stockholders and may increase the number of shares eligible for resale in the market, which could adversely affect the market price of the Company’s common stock.

Current report

The acquisition of the FastMile FWA Business exposes us to inherent risks arising from those geographies where the FastMile FWA Business currently operates, which could adversely affect our business.

Current report

The acquisition of the FastMile FWA Business represents a significant expansion of our business, including expanding our operations to those geographies where the FastMile FWA Business currently operates. As a result of the acquisition, we are subject to a variety of risks associated with the FastMile FWA Business, in addition to those we already face in our current business, including risks inherent in operating in a significant number of geographies in which we have not operated or have been less present in the past. These risks include, among others:

Current report

•the difficulty of managing and staffing foreign offices;

Current report

•the increased travel, infrastructure, legal, and compliance costs associated with new international locations;

Current report

•tariffs, sanctions, trade barriers, trade disputes, and other regulatory or contractual limitations on our ability to operate in new foreign markets;

Current report

•increased exposure to foreign currency exchange risk;

Current report

•the risk of seizure of our assets in certain countries;

Current report

•adaptation to different business cultures, languages, and market structures; and

Current report

•military conflicts and other geopolitical issues.

Current report

As we expand our business, our success will depend, in large part, on our ability to anticipate and effectively manage these risks and other risks associated with growing international operations. We cannot predict how such conditions may affect our business, or those with whom we do business, and any ongoing or new conflicts could adversely impact our business.
Removed paragraphs (12)

Previous report

Our pending acquisition of Nokia’s fixed wireless access business (the “Nokia FWA Business”) involves a number of risks, the occurrence of which could materially adversely affect our business, financial condition and operating results.

Previous report

On April 30, 2026, we entered into an asset purchase agreement with Nokia to acquire the Nokia FWA Business. The acquisitions involves a number of risks, including the following:

Previous report

•delays in completing the acquisition within the expected time period and the risk that the acquisition may not be completed at all;

Previous report

•the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the purchase agreement;

Previous report

•the failure to satisfy any of the conditions to the consummation of the acquisition of the Nokia FWA Business;

Previous report

•diversion of management's attention to complete the acquisition and integrate the Nokia FWA Business thereafter;

Previous report

•the announcement and/or consummation of the acquisition disrupting Inseego’s current plans or operations;

Previous report

•potential litigation relating to the acquisition, including any resulting costs, delays or diversion of management’s attention;

Previous report

•significant transactions costs and expenses associated with the acquisition, whether or not it is completed;

Previous report

•the failure to recognize the anticipated benefits of the acquisition, which may be affected by, among other things, the potential loss of customers and/or employees of the Nokia FWA Business, competition, and/or the ability of Inseego to grow and manage growth profitably; and

Previous report

•the risk that costs savings and other anticipated synergies from the acquisition may not be realized when expected, or at all.

Previous report

The occurrence of any of the above risks could materially adversely affect our business, financial condition and operating results.