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PARKERVISION INC

For the period ended Sep 30, 2025. Filed Nov 12, 2025.

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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, 2025 · Filed Nov 12, 2025

PRKR$0.12+4.6%Stored close · as of Jun 30, 2026

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PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited)

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements (Unaudited)

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value data)

September 30, 2025December 31, 2024
CURRENT ASSETS:
Cash and cash equivalents$901$4,918
Prepaid expenses15793
Other current assets9634
Total current assets1,1545,045
Intangible and other assets, net729834
Total assets$1,883$5,879
CURRENT LIABILITIES:
Accounts payable$612$507
Accrued expenses:
Salaries and wages69709
Professional fees69104
Other accrued expenses428449
Related party note payable, current portion143139
Convertible notes, current portion1,625500
Total current liabilities2,9462,408
LONG-TERM LIABILITIES:
Secured contingent payment obligation40,78140,724
Unsecured contingent payment obligations6,3925,935
Convertible notes, net of current portion1,5082,798
Related party convertible notes-225
Related party note payable, net of current portion93201
Total long-term liabilities48,77449,883
Total liabilities51,72052,291
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIT:
Common stock, $0.01 par value, 225,000 shares authorized, 120,394 and 113,970 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively1,2041,140
Additional paid-in capital404,540400,630
Accumulated deficit(455,581)(448,182)
Total shareholders' deficit(49,837)(46,412)
Total liabilities and shareholders' deficit$1,883$5,879

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands, except per share data)

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Revenue · $ · - · $ · - · $ · -
Cost of sales(50)(57)(156)(174)
Gross margin(50)(57)(156)(174)
Selling, general and administrative expenses1,5049806,5902,437
Total operating expenses1,5049806,5902,437
Interest income1176847
Interest expense(66)(101)(207)(309)
Change in fair value of contingent payment obligations(357)(9,676)(514)(8,954)
Total other income (expense)(412)(9,770)(653)(9,216)
Provision for income taxes----
Net loss(1,966)(10,807)(7,399)(11,827)
Other comprehensive income, net of tax----
Comprehensive loss$(1,966)$(10,807)$(7,399)$(11,827)
Basic and diluted net loss per common share$(0.02)$(0.12)$(0.06)$(0.13)
Weighted average common shares outstanding120,14790,340118,27489,067

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(in thousands)

Common Stock OutstandingCommon Stock, Par ValueAdditional Paid-in CapitalAccumulated DeficitTotal Shareholders' Deficit
Balance as of December 31, 2024113,970$1,140$400,630$(448,182)$(46,412)
Issuance of common stock and warrants in private offerings, net of issuance costs--(5)-(5)
Issuance of common stock upon exercise of options and warrants2,14821241-262
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt1,40114224-238
Share-based compensation--122-122
Comprehensive loss for the period---(3,799)(3,799)
Balance as of March 31, 2025117,519$1,175$401,212$(451,981)$(49,594)
Issuance of common stock and warrants in private offerings, net of issuance costs--(63)-(63)
Issuance of common stock upon exercise of options and warrants94115-16
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt1,84419265-284
Share-based compensation12512,650-2,651
Comprehensive loss for the period---(1,634)(1,634)
Balance as of June 30, 2025119,582$1,196$404,079$(453,615)$(48,340)
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt413479-83
Share-based compensation3994382-386
Comprehensive loss for the period---(1,966)(1,966)
Balance as of September 30, 2025120,394$1,204$404,540$(455,581)$(49,837)
Common Stock OutstandingCommon Stock, Par ValueAdditional Paid-in CapitalAccumulated DeficitTotal Shareholders' Deficit
Balance as of December 31, 202387,681$877$393,314$(433,710)$(39,519)
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt560692-98
Share-based compensation120190-91
Comprehensive loss for the period---(693)(693)
Balance as of March 31, 202488,361$884$393,496$(434,403)$(40,023)
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt529583-88
Share-based compensation--77-77
Comprehensive loss for the period---(327)(327)
Balance as of June 30, 202488,890$889$393,656$(434,730)$(40,185)
Issuance of common stock upon exercise of options and warrants2,92229133-162
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt4,28943377-420
Share-based compensation2503111-114
Comprehensive loss for the period---(10,807)(10,807)
Balance as of September 30, 202496,351$964$394,277$(445,537)$(50,296)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Nine Months Ended September 30,
20252024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss$(7,399)$(11,827)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization157176
Share-based compensation3,159278
Loss on changes in fair value of contingent payment obligations5148,954
Gain on disposal/impairment of equipment and intangible assets-(7)
Paid in kind interest expense215281
Changes in operating assets and liabilities:
Prepaid expenses and other assets(126)(22)
Accounts payable and accrued expenses(591)109
Net cash used in operating activities(4,071)(2,058)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment(3)-
Capitalized patent costs(49)(1)
Net cash used in investing activities(52)(1)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments from issuance of common stock and warrants in private offerings(68)-
Net proceeds from exercise of options and warrants278471
Principal payments on long-term debt(104)(151)
Net cash provided by financing activities106320
NET DECREASE IN CASH AND CASH EQUIVALENTS(4,017)(1,739)
CASH AND CASH EQUIVALENTS, beginning of period4,9182,560
CASH AND CASH EQUIVALENTS, end of period$901$821

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business

ParkerVision, Inc. (“ParkerVision”, “we” or the “Company”) is in the business of innovating and licensing fundamental wireless technologies.

We have designed and developed proprietary radio frequency (“RF”) technologies and integrated circuits based on those technologies, and we license those technologies to others for use in wireless communication products. We have expended significant financial and other resources to research and develop our RF technologies and to obtain patent protection for those technologies in the United States of America (“U.S.”) and certain foreign jurisdictions. We believe certain patents protecting our proprietary technologies have been broadly infringed by others, and therefore a primary focus of our business plan is the enforcement of our intellectual property rights through patent licensing and infringement litigation efforts. We currently have patent enforcement actions ongoing in various U.S. district courts against mobile handset, smart television and other WiFi product providers, as well as semiconductor suppliers, for the infringement of a number of our RF patents. We have made significant investments in developing and protecting our technologies, the returns on which are dependent upon the generation of future revenues for realization.

2. Liquidity and Going Concern

For thenine months ended* September 30, 2025*, we incurred a net loss of approximately $7.4 million and incurred negative cash flows from operations of approximately $4.1 million. At* September 30, 2025*, we had cash and cash equivalents of approximately $0.9 million and an accumulated deficit of approximately $455.6 million. At* September 30, 2025*, we had $2.9 million in current liabilities, including approximately $1.6 million in convertible debt that matures over the nexttwelve months. In addition, a significant amount of future proceeds that we* mayreceive from our patent enforcement and licensing programs willfirst* be utilized to repay borrowings and legal fees and expenses under our contingent funding arrangements. These circumstances raise substantial doubt about our ability to continue to operate as a going concern for a period ofone year following the issue date of these unaudited condensed consolidated financial statements.

The timing and amount of proceeds from our patent enforcement actions are difficult to predict and there can beno assurance we will receive any proceeds from these enforcement actions. Refer to Note12 for a complete discussion of our patent enforcement proceedings. We expect that proceeds received by us from patent enforcement actions and technology licenses over the nexttwelve months* may**not* alone be sufficient to cover our working capital requirements. We anticipate that all of our outstanding convertible notes will either (i) be converted by the holders prior to their scheduled maturity dates, or (ii) have their maturity dates automatically extended as provided under the terms of certain agreements; however, conversion and/or extension is at the option of the holder and there can beno assurance with respect to the holder's behavior. Even with the conversions or extensions of our convertible debt by the holders, our current capital resources arenot sufficient to meet our liquidity needs for the nexttwelve months and we* maybe required to seek additional capital. Our ability to meet our liquidity needs for the nexttwelve* months is dependent upon (i) our ability to successfully negotiate licensing agreements and/or settlements relating to the use of our technologies by others in excess of our contingent payment obligations, (ii) our ability to control operating costs, (iii) the behavior of our convertible note holders, and/or (iv) our ability to obtain additional debt or equity financing.

In* May 2025,we filed a shelf registration statement ("Shelf") on Form S-3 that allows us to offer and sell, from time-to-time, up to $25 million of common stock, warrants, or any combination thereof. The Shelf is intended to provide us flexibility to registered sales of securities, subject to market conditions and market capitalization limitations, in order to fund our future capital needs. The terms of any future offering under the Shelf will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC. Any sale of securities under the Shelf willnot* exceedone-third of our public float in any12-month period so long as our public float remains below $75 million. To date, we havenot offered any securities under this Shelf.

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We expect to continue to invest in the support of our patent licensing and enforcement program. The long-term continuation of our business plan is dependent upon the generation of sufficient cash flows from our technology licenses to offset expenses and debt obligations. In the event that we donot generate sufficient cash flows, we will be required to obtain additional funding through public or private debt or equity financing or contingent fee arrangements and/or reduce operating costs. Failure to generate sufficient cash flows, raise additional capital through debt or equity financings or contingent fee arrangements, and/or reduce operating costs will have a material adverse effect on our ability to meet our long-term liquidity needs and achieve our intended long-term business objectives.

3. Basis of Presentation

The unaudited condensed consolidated financial statements for thethree andnine month periods ended* September 30, 2025* were prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form10-Q and Rule10-01 of Regulation S-X. Operating results for thenine months ended* September 30, 2025*, arenot necessarily indicative of the results that* maybe expected for the year ending December 31, 2025*, or future years. All normal and recurring adjustments which, in the opinion of management, are necessary for a fair statement of the consolidated financial condition and results of operations have been included.

The year-end condensed consolidated balance sheet data was derived from audited financial statements for the year ended* December 31, 2024*. Certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with GAAP have been omitted from these unaudited interim condensed consolidated financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with our latest Annual Report on Form10-K for the year ended* December 31, 2024* (“2024 Annual Report”). Certain reclassifications have been made to prior period amounts to conform to the current period presentation.

4. Accounting Policies

There have beenno changes in accounting policies from those stated in our2024 Annual Report. We donot expect any newly effective accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective.

5. Revenue

We have an active monitoring and enforcement program with respect to our intellectual property rights that includes seeking appropriate compensation fromthird parties that utilize or have utilized our intellectual property without a license. As a result, we* may*receive payments as part of a settlement or in the form of court-awarded damages for a patent infringement dispute. We recognize such payments as revenue in accordance with Accounting Standards Codification (“ASC”)606, “Revenue from Contracts with Customers.”

No revenue was recognized during thenine months ended* September 30, 2025and2024*.

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6. Loss per Common Share

Basic loss per common share is determined based on the weighted-average number of common shares outstanding during each period. Diluted loss per common share is the same as basic loss per common share as all common share equivalents are excluded from the calculation because their effect is anti-dilutive.

We have shares underlying outstanding options, restricted stock units ("RSUs"), warrants, and convertible notes that were excluded from the computation of diluted loss per share as their effect would have been anti-dilutive. These anti-dilutive common share equivalents at* September 30, 2025and2024* were as follows (in thousands):

September 30,
20252024
Options outstanding25,46926,539
Unvested RSUs920-
Warrants outstanding4,3467,746
Shares underlying convertible notes24,67833,711
55,41367,996

7. Intangible and Other Assets, net

Intangible and other assets consist of the following (in thousands):

September 30, 2025December 31, 2024
Patents and copyrights$10,478$10,429
Accumulated amortization$(9,753)$(9,597)
Property and equipment, net42
$729$834

8. Related Party Note Payable

We have an unsecured promissory note of approximately $0.2 million payable to Sterne, Kessler, Goldstein, & Fox, PLLC (“SKGF”), a related party, for outstanding unpaid fees for legal services. The SKGF note, as amended from time to time, accrues interest at a rate of 4% per annum, requires monthly payments of principal and interest of $12,500 with a final balloon payment of approximately $0.02 million in* April 2027.*We are currently in compliance with all the terms of the note.

9. Convertible Notes

For thenine months ended* September 30, 2025*, convertible notes with a face value of $0.4 million were converted, at the option of the holder, into approximately 3.0 million shares of our common stock, including $0.2 million of convertible notes held by related parties. For thenine months ended* September 30, 2024*, convertible notes with a face value of $0.3 million were converted, at the option of the holder, into approximately 3.6 million shares of our common stock.

We recognized interest expense on our convertible debt of approximately $0.1 million for each of thethree months ended* September 30, 2025and2024*. We recognized interest expense on our convertible debt of approximately $0.2 million and $0.3 million for thenine months ended* September 30, 2025and2024*, respectively. During each of thethree months ended* September 30, 2025and2024*, we elected to pay approximately $0.1 million of interest in shares of our common stock and issued approximately 0.2 million shares and 0.7 million shares, respectively, of our common stock as interest-in-kind payments. During thenine months ended* September 30, 2025and2024*, we elected to pay $0.2 million and $0.3 million, respectively, of interest in shares of our common stock and issued approximately 0.6 million shares and 1.7 million shares, respectively, of our common stock as interest-in-kind payments.

Convertible notes payable at* September 30, 2025* and* December 31, 2024* consist of the following (in thousands):

Principal Outstanding as of
September 30, · December 31,
DescriptionFixed Conversion RateStated Interest RateMaturity Date20252024
Convertible note dated September 18, 2018$0.258.0%March 18, 2026$425$425
Convertible notes dated March 2019$0.258.0%March 13, 2026250250
Convertible notes dated June/July 2019$0.108.0%January 15, 2026 to March 19, 20265070
Convertible notes dated July 18, 2019$0.087.5%July 18, 2026 1500500
Convertible notes dated January 8, 2020$0.138.0%January 8, 2026 1400400
Convertible notes dated May-August 2022$0.138.0%May 10, 2027 to August 3, 20279081,053
Convertible note dated January 11, 2023$0.119.0%January 11, 2028 1500500
Convertible notes dated January 13, 2023$0.169.0%January 13, 2028100100
Total principal balance3,1333,298
Less current portion1,625500
$1,508$2,798

1 Unless otherwise revoked by the holder withinten days of the then-stated maturity date, the maturity date of the note will automatically extend byone year, for a maximum often years.

We haveno convertible notes payable to related parties at* September 30, 2025*. At* December 31, 2024*, we had convertible notes payable to related parties with a face value of $0.2 million. These notes were issued between* Mayand August 2022,had a fixed conversion price of $0.13, accrued interest at 8.0% interest per annum, and matured between May 10, 2027and August 3, 2027.*

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10. Contingent Payment Obligations

Secured Contingent Payment Obligation

The following table provides a reconciliation of our secured contingent payment obligation, measured at estimated fair value, for thenine months ended* September 30, 2025* and the year ended* December 31, 2024* (in thousands):

Nine Months Ended September 30, 2025Year Ended December 31, 2024
Secured contingent payment obligation, beginning of period$40,724$29,402
Change in fair value5711,322
Secured contingent payment obligation, end of period$40,781$40,724

Our secured contingent payment obligation consists of a secured, non-recourse note (the "Note") and a prepaid forward purchase contract (the "PPFPA") with Brickell Key Investments, LP (“Brickell”). The Note has a face value of $45.5 million ("Face Value"), accrues simple interest at a fixed rate, and matures on* August 14, 2028.Payments under the Note will be made solely from proceeds from our patent assets, net of contingent fees payable to attorneys ("Distributions"). We are obligated to pay Brickellone hundred* percent (100%) of thefirst $5.8 million in Distributions, and thereafter will pay Brickell a percentage of Distributions, which varies depending upon the origin of the Distributions, until the Face Value of the Note, and accrued interest thereon, has been repaid in full. If the amounts payable to Brickell from Distributions are insufficient to repay the face value and interest accrued on the Note by the maturity date, our remaining repayment obligations under the Note will be reduced tozero with future payment obligations, if any, being determined under the PPFPA. The Note is secured by our patent assets and related proceeds and contains standard and customary representations, warranties and covenants. The Note contains events of default including, butnot limited to, (a) failure to pay principal or interest on the Note when due; (b) breach of representations or covenants, (c) impairment in the perfection or priority of Brickell's security interests in the collateral, and (d) bankruptcy or dissolution of the Company. In the event of a default, the outstanding principal and accrued interest on the Note will become immediately due and payable. The PPFPA extends beyond the maturity date of the Note and provides that Brickell is entitled to a specified percentage of monetary recoveries resulting from our patent-related actions to the extentnot already paid to Brickell under the Note, or otherwise prior to the inception of the Note. The PPFPA also contains standard and customary representations, warranties and covenants. The Note and PPFPA are collectively referred to as our secured contingent payment obligation.

We have elected to measure our secured contingent payment obligation at its estimated fair value based on probability-weighted estimated cash outflows, discounted back to present value using a discount rate determined in accordance with accepted valuation methods (see Note11). The secured contingent payment obligation is remeasured to fair value at each reporting period with changes recorded in the unaudited condensed consolidated statements of comprehensive loss until the contingency is resolved.

The underlying carrying value of the Note, which includes the Face Value plus accrued interest, was approximately $65.3 million and $59.2 million as of* September 30, 2025* and* December 31, 2024*, respectively. The range of potential proceeds payable to Brickell is discussed more fully in Note11. As of* September 30, 2025*, we are in compliance with our obligations under the Note and the PPFPA.

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Unsecured Contingent Payment Obligations

The following table provides a reconciliation of our unsecured contingent payment obligations, measured at estimated fair value, for thenine months ended* September 30, 2025* and the year ended* December 31, 2024* (in thousands):

Nine Months Ended September 30, 2025Year Ended December 31, 2024
Unsecured contingent payment obligations, beginning of period$5,935$7,618
Change in fair value457(1,683)
Unsecured contingent payment obligations, end of period$6,392$5,935

Our unsecured contingent payment obligations represent amounts payable to others from future patent-related proceeds including (i) a termination fee due to a litigation funder and (ii) contingent payment rights issued to accredited investors in connection with equity financings. We have elected to measure these unsecured contingent payment obligations at their estimated fair value based on probability-weighted estimated cash outflows, discounted back to present value using a discount rate determined in accordance with accepted valuation methods. The unsecured contingent payment obligations will be remeasured to fair value at each reporting period with changes recorded in the unaudited condensed consolidated statements of comprehensive loss until the contingency is resolved (see Note11).

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11. Fair Value Measurements

Our convertible notes are recorded at face value in the unaudited condensed consolidated balance sheets as of* September 30, 2025* and* December 31, 2024*. As of* September 30, 2025* and* December 31, 2024*, the estimated fair value of our convertible notes was approximately $2.7 million and $2.8 million, respectively and would be categorized within Level2 of the fair value hierarchy.

The following tables summarize the fair value of our contingent payment obligations measured at fair value on a recurring basis as of* September 30, 2025* and* December 31, 2024* (in thousands):

Fair Value Measurements
Total Fair Value · Quoted Prices in Active Markets (Level 1) · Significant Other Observable Inputs (Level 2) · Significant Unobservable Inputs (Level 3)
September 30, 2025:
Liabilities:
Secured contingent payment obligation$40,781$-$-$40,781
Unsecured contingent payment obligations6,392--6,392
Fair Value Measurements
Total Fair Value · Quoted Prices in Active Markets (Level 1) · Significant Other Observable Inputs (Level 2) · Significant Unobservable Inputs (Level 3)
December 31, 2024:
Liabilities:
Secured contingent payment obligation$40,724$-$-$40,724
Unsecured contingent payment obligations5,935--5,935

The fair values of our secured and unsecured contingent payment obligations were estimated using a probability-weighted income approach based on various cash flow scenarios as to the outcome of patent-related actions both in terms of timing and amount, discounted to present value using a risk-adjusted rate. We used risk-adjusted discount rates for the secured and unsecured contingent payment obligations of 17.61% and 17.68%, respectively, at* September 30, 2025*, based on risk-free rates of 3.61% and 3.68%, respectively, as adjusted by 8% for credit risk and 6% for litigation inherent risk. We used risk-adjusted discount rates for the secured and unsecured contingent payment obligations of 18.27% and 18.21%, respectively, at* December 31, 2024,*based on risk-free rates of 4.27% and 4.21%, respectively, as adjusted by 8% for credit risk and 6% for litigation inherent risk.

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The following table provides quantitative information about the significant unobservable inputs used in the measurement of fair value for both the secured and unsecured contingent payment obligations at* September 30, 2025* and* December 31, 2024*, including the lowest and highest undiscounted payout scenarios as well as a weighted average payout scenario based on relative undiscounted fair value of each cash flow scenario.

September 30, 2025
Secured Contingent Payment Obligation · Unsecured Contingent Payment Obligations
Unobservable Inputs · Low · Weighted Average · High · Low · Weighted Average · High
Estimated undiscounted cash outflows (in millions)$-$68.2$122.0$-$7.3$10.8
Duration (in years)0.83.34.30.81.04.3
Estimated probabilities15%20%40%15%21%40%
December 31, 2024
Secured Contingent Payment Obligation · Unsecured Contingent Payment Obligations
Unobservable Inputs · Low · Weighted Average · High · Low · Weighted Average · High
Estimated undiscounted cash outflows (in millions)$-$65.3$150.0$-$7.8$10.8
Duration (in years)1.02.83.51.01.63.5
Estimated probabilities15%19%25%15%21%25%

We evaluate the estimates and assumptions used in determining the fair value of our contingent payment obligations each reporting period and make any adjustments prospectively based on those evaluations. Changes in any of these Level3 inputs could result in a significantly higher or lower fair value measurement.

12. Commitments and Contingencies

Legal Proceedings

From time to time, we are subject to legal proceedings and claims which arise in the ordinary course of our business. These proceedings include patent enforcement actions initiated by us against others for the infringement of our technologies, as well as proceedings brought by others against us in an attempt to invalidate certain of our patent claims.

The majority of our litigation is being paid for through contingency fee arrangements with our litigation counsel as well asthird-party litigation financing. In general, litigation counsel is entitled to recoup on a priority basis, from litigation proceeds, any out-of-pocket expenses incurred. Following reimbursement of out-of-pocket expenses, litigation counsel is generally entitled to a percentage of remaining proceeds based on the terms of the specific arrangement between us, counsel and ourthird-party litigation funder.

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ParkerVision v. Qualcomm (Middle District of Florida-Orlando Division) - Appealed to U.S. Court of Appeals for the Federal Circuit

On* September 6, 2024,the U.S. Court of Appeals for the Federal Circuit ("CAFC") issued its opinion, ruling in our favor on each of the issues we appealed and remanding the case back to the Middle District of Florida (Orlando Division) where the case was reopened. The CAFC appeal was filed following several March 2022district court rulings on pre-trial motions in our patent infringement case against Qualcomm, a case that was originally filed in May 2014.The district court granted Qualcomm motions to strike and exclude our technical expert report, essentially precluding the support of infringement testimony at trial and also issued an order granting Qualcomm's motion for summary judgment ruling that Qualcomm didnot* infringe the remainingthree patents in the case. We appealed these rulings to the CAFC, oral arguments were heard in* November 2023,and the appellate court issued its decision on September 6, 2024.*

In* December 2024,the district court held a status conference for the reopened case. The court denied a motion by Qualcomm for athird* claim construction hearing and also denied our motion to substitute our infringement and validity expert due to medical incapacity. Both parties filed motions for reconsideration on their respective motions. In* April 2025,the district court granted on reconsideration, the Qualcomm motion for athird* claim construction briefing ontwo previously undisputed claim terms that were critical to the2024 appellate court decision. On* May 30, 2025,following briefings by both parties, the district court issued a claim construction order adopting Qualcomm's proposed constructions for thetwo* claim terms. This decision, in essence, precludes us, once again, from asserting our receiver claims in the case. In* June 2025,we filed a Rule54*(b) motion requesting that the court enter a final judgement of noninfringement on our receiver claims, based on the court's claim construction, and sever and stay the remaining transmit claims in the case to allow us to immediately appeal the most recent claim construction order and avoid the inefficiency of potentiallytwo separate trials. In* August 2025,the court denied our reconsideration motion to substitute our expert, and on October 2, 2025,the court granted our Rule54*(b) motion. We immediately filed an appeal with the CAFC, requesting an expedited schedule. On* October 22, 2025,the CAFC granted our motion to expedite. Based on the CAFC order, briefings by both parties are to be completed by February 2026and oral arguments will be scheduled by the court at thefirst available date thereafter. On October 23, 2025,*Qualcomm filed a motion with the CAFC, which we have opposed, to dismiss the appeal for lack of jurisdiction. Qualcomm also claims that their motion to dismiss suspends the court's expedited schedule. We have asked the court to confirm that the expedited schedule remains in effect.

ParkerVision v. Realtek (Western District of Texas)

We filedtwo patent infringement actions in the Western District of Texas against Realtek Semiconductor Corp. ("Realtek"), thefirst in2022 and asecond in2023, alleging infringement of an aggregate ofseven of our patents. One of theseven patents was dropped from the litigation in* August 2024.A claim construction hearing was held in January 2024in thefirst* Realtek action and the court adopted the majority of our claim constructions. A jury trial for thefirst Realtek action was originally scheduled for* July 2025,but was rescheduled for January 2026due to ongoing discovery disputes. A claim construction hearing was held in June 2024in thesecond* Realtek action, and in* November 2024,the court issued its claim construction order, ruling in our favor on the majority of the claim terms The trial for thesecond* Realtek action has been rescheduled for* April 2026.*

ParkerVision v. MediaTek (Western District of Texas)

We filed three patent infringement actions in the Western District of Texas against MediaTek Inc. and MediaTek USA Inc. (collectively, "MediaTek"), thefirst in2022 andtwo additional cases in2023, alleging infringement of an aggregate often of our patents. One of the patents was dropped from thefirst MediaTek case in2024 and MediaTek likewise terminated aninter partes review ("IPR") petition it had initiated against the same patent. A claim construction hearing was held in* January 2024in thefirst* MediaTek action and the court adopted the majority of our claim constructions. A jury trial for thefirst MediaTek action has been rescheduled for* March 2026.A claim construction hearing was held in June 2024in thesecond* MediaTek action, and, in* January 2025,the court adopted the majority of our claim constructions. The trial for thesecond* MediaTek action was initially scheduled for* November 2026.In July 2025,the parties jointly agreed to stay thesecond* MediaTek case pending the PTAB's final written decision on IPRs that could impact the patents in thissecond case. The IPR decisions are expected in* November 2025.Thethird* MediaTek action has a trial date scheduled for* April 2027.A claim construction hearing was held in thisthird* case in* June 2025,although the court hasnot* yet issued its final claim construction order.

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ParkerVision v. Texas Instruments (Western District of Texas)

We filed a patent infringement action in the Western District of Texas against Texas Instruments ("TI") in2023, alleging infringement ofthree of our patents. In* December 2023,TI filed a motion to change venue to the Northern District of Texas which the court denied in August 2024.A claim construction hearing was held in June 2024,and the court issued its final claim construction order in November 2024.The trial was scheduled for January 2026;however, in May 2025,the court granted a stay of all deadlines in the case pending the PTAB's final written decisions on IPRs for thethree* patents in this case. The PTAB decisions are expected in* November 2025.*

ParkerVision v. NXP Semiconductors (Western District of Texas)

We filed a patent infringement action in the Western District of Texas against NXP Semiconductors ("NXP") in2023, alleging infringement ofthree of our patents. A claim construction hearing was held in* June 2024,and the court issued its final claim construction order in January 2025.The trial was scheduled for February 2026;however in May 2025,the court granted NXP's motion to stay all deadlines in the case pending the PTAB's final written decision on IPRs for thethree* patents in this case. The PTAB decision is expected in* November 2025.*

MediaTek v. ParkerVision (PTAB)

MediaTek filed an IPR petition in* November 2023against the'835* Patent, which isone of the patents asserted in thefirst MediaTek infringement action. In* May, 2024,the PTAB instituted the IPR petition. MediaTek withdrew its petition and the IPR was terminated in September 2024,following our dismissal of the'835* Patent from the patent infringement action against MediaTek. MediaTek filed asecond petition for IPR in* May 2024against the'686* Patent which isone of the patents asserted in thesecond MediaTek infringement action. The PTAB instituted this IPR in* November 2024and a final decision is expected in November 2025.In October 2024,MediaTek filed athird* petition for IPR against the*'593* Patent,one of the patents asserted in thethird MediaTek action. The PTAB' instituted this IPR in* March 2025.*

Texas Instruments and NXP v. ParkerVision (PTAB)

Texas Instruments filedthree petitions for IPR in* May 2024against each of the patents asserted in the TI action. Allthree IPRs were instituted by the PTAB in November 2024and a decision is expected by November 2025.NXP filed petitions for IPR againsttwo of thethree* patents asserted in the NXP action, which are the same astwo of the patents asserted in the TI action. Accordingly, in* December 2024,*the PTAB granted NXP's joinder motion to join the TI petitions. Both the TI and NXP cases, as well as thesecond MediaTek case, have been stayed pending the PTAB's decision on these IPRs.

Realtek v. ParkerVision (PTAB)

In* December 2024,Realtek filed petitions for IPR againsttwo* patents asserted in thesecond Realtek action, which are the same as thetwo patents under joint IPR by TI and NXP. Realtek filed a joinder motion to join the TI/NXP proceedings. In* June 2025,*the PTAB granted our request for discretionary denial of these petitions citing that Realtek is time-barred from filing these petitions as it has been greater than a year since infringement proceedings on these patents were initiated by us.

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13. Stock Authorization and Issuance

Stock Issuances

Private Placements

In* December 2024,we entered into securities purchase agreements with accredited investors for the sale of 10,000,000 shares of our common stock and 2,000,000 warrants at a price of $0.50 per share for aggregate gross proceeds of $5.0 million. The warrants are exercisable for a period offive years at an exercise price of$0.50* per share and have an estimated fair value of approximately $0.8 million. The shares were registered for resale on a registration statement that was declared effective on* April 24, 2025 (FileNo.* 333-286486).

Common Stock Warrants

During thenine months ended* September 30, 2025*,5.0 million warrants with an exercise price of $0.74 were exercised via net share exercise forno proceeds, resulting in the issuance of 1.3 million shares of our common stock. In addition, during thenine months ended* September 30, 2025*,0.4 million warrants with an exercise price of $0.16 per share expired unexercised. As of* September 30, 2025*, we had remaining outstanding warrants for the purchase of up to 4.3 million shares of our common stock. The estimated grant date fair value of these warrants of $3.0 million is included in additional paid-in capital in our unaudited condensed consolidated balance sheets. As of* September 30, 2025*, our outstanding warrants have a weighted average exercise price of $1.05 per share and a weighted average remaining life of approximately 2.3 years.

14. Share-Based Compensation

There has beenno material change in the assumptions used to compute the fair value of our equity awards, nor in the method used to account for share-based compensation from those stated in our2024 Annual Report.

During thenine months ended* September 30, 2025*, the compensation committee of our Board (the "Committee") authorized the modification of an aggregate of 10.65 million fully-vested, nonqualified share options held by executives and key employees. The options, which were awarded in* January 2021,are exercisable at $0.54 per share and had an original expiration date of January 11, 2026.The Committee extended the expiration date of the options byfive years, or until January 11, 2031.*No other modifications were made to these awards. We recognized aone-time, non-cash charge to share-based compensation expense of approximately $2.5 million representing the incremental fair value of the options as a result of the modification, based on a Black-Scholes option pricing model.

For thethree months ended* September 30, 2025and2024*, we recognized share-based compensation expense of approximately $0.4 million and $0.1 million, respectively. For thenine months ended* September 30, 2025and2024*, we recognized share-based compensation expense, including expense related to the modifications of awards, of approximately $3.2 million and $0.3 million, respectively. Share-based compensation includes expense attributable to equity-based awards to employees, directors andthird parties and is included in selling, general and administrative expenses in the unaudited condensed consolidated statements of comprehensive loss. As of* September 30, 2025*, there was $0.5 million of total unrecognized compensation cost related to all non-vested share-based compensation awards. The cost is expected to be recognized over a weighted-average remaining life of approximately 0.7 years.

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15. Segment Information

Our operations constitute asingle reportable segment, focused on licensing our innovative, fundamental wireless technologies, often through patent infringement actions. All revenues, operating expenses, and assets attributable to this segment are reflected in the unaudited condensed consolidated financial statements. Our Chief Executive Officer and Chief Financial Officer, collectively, are considered to be the chief operating decision maker ("CODM"). The CODM uses consolidated net losses, along with consideration of certain significant cash and noncash expense categories, to assess performance by comparing to and monitoring against budget and prior year results. This information is used to manage resources and invest in key strategic priorities.

Segment information for thethree andnine months ended* September 30, 2025and2024* is as follows (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Licensing gross margin$(50)$(57)$(156)$(174)
Interest income1176847
Cash expenses:
Personnel related expenses4273651,2561,085
Litigation & legal expenses23202357259
Third-party consulting expenses2822767770
Patent maintenance expenses21204474
Non-cash expenses:
Share-based compensation3861203,159278
In-kind interest expense6497199295
Change in fair value of contingent payment obligations3579,6765148,954
Other segment items 13672501,105685
Net loss$(1,966)$(10,807)$(7,399)$(11,827)

1 Other segment items primarily include costs incurred for insurance, shareholder and public relations, audit and other professional fees, outsourced information technology services, and employee travel.

Our segment assets represent our total assets as presented on the unaudited condensed consolidated balance sheets at* September 30, 2025* and* December 31, 2024*.

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16. Subsequent Events

Legal Proceedings

On* October 22, 2025,the CAFC granted our motion for an expedited appeal schedule with briefings to be completed by both parties by thefirst* quarter of2026 and oral arguments to be scheduled atfirst available date thereafter. Immediately following the CAFC's order, Qualcomm filed a motion to dismiss the appeal for jurisdictional issues and claims that their motion to dismiss suspends the court's expedited schedule. We have opposed their motion to dismiss and have asked the court to confirm the expedited schedule remains in effect. SeeParkerVision v. Qualcomm (Middle District of Florida-Orlando Division) - Appealed to U.S. Court of Appeals for the Federal Circuitincluded under "Legal Proceedings" in Note12.

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