INSEEGO CORP.

Other than the additional risk factors set forth below, there were no material changes to the risk factors disclosed in Part I, Item 1A, Risk Factors of the Form 10-K, which was filed with the Securities and Exchange Commission on February 20, 2026. Any of the risks discussed in such report, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations, financial condition or prospects.

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

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.

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

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.

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

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.

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.

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:

•the difficulty of managing and staffing foreign offices;

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

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

•increased exposure to foreign currency exchange risk;

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

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

•military conflicts and other geopolitical issues.

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.

Certain of our products and services are subject to laws and regulations in the U.S. and other regions in which we operate.

Certain of our products and services are subject to laws and regulations in the U.S. and other regions in which we operate. From time to time in the ordinary course we may be required to obtain regulatory approvals or licenses in order to sell certain products and services, which could result in increased costs and inability to sell our products and services. For example, in the U.S., the Federal Communications Commission (“FCC”) regulates many aspects of communications devices and services. Further, regulatory requirements may change, or we may not be able to receive approvals, registrations or licenses from jurisdictions in which we may desire to sell products and services in the future. In addition, many laws and regulations are still evolving and being tested in courts and by regulatory authorities and could be interpreted in ways that could harm our business. For example, on March 23, 2026, the FCC updated the “Covered List” of communications equipment deemed to pose an unacceptable risk to U.S. national security to include all consumer-grade routers produced in foreign countries, effectively prohibiting the importation, marketing, or sale in the United States of such routers. Although previously authorized routers may continue to be imported and sold in the United States, modifications to such routers, including firmware and software updates, often require additional FCC authorization. While we believe that the routers we currently offer are enterprise-grade, not consumer-grade, and thus not subject to the recent FCC update, the FCC may disagree with our determination, and our ability to deliver future products may be impacted. These restrictions may inhibit our ability to introduce new or upgraded products on our desired timeline and we may be required to: (i) delay, redesign, or discontinue certain offerings; (ii) shift manufacturing, assembly, or development activities to the United States or other approved pathways at higher cost; (iii) maintain older product models longer than planned, potentially reducing competitiveness; (iv) carry higher inventory levels or incur write-downs if demand shifts or products become non-viable; and/or (v) devote significant management attention and resources to engineering changes, testing, certification, and vendor transitions. Any of these outcomes could adversely affect our revenue, gross margins, and cash flows. Further, any changes that broaden the definition of covered devices, limit waivers or transition periods, or otherwise extend restrictions to additional categories of equipment could further increase our compliance costs and operational risks.

The application and interpretation of these laws and regulations often are uncertain, particularly in the new and rapidly evolving industry in which we operate. Because laws and regulations have continued to develop and evolve rapidly, it is possible that we or our products or services may not be, or may not have been, compliant with each applicable law or regulation. Compliance with applicable laws and regulations may impose substantial costs on our business, and if we fail to comply we may be subject to regulatory and civil liability, additional costs (including fines), reputational harm, and in severe cases, may be prevented from selling our products and services in certain jurisdictions, all of which could materially and adversely affect our business, financial position, results of operation, and cash flows.