SMITH MICRO SOFTWARE, INC.

(Unaudited)

1. The Company

Smith Micro Software, Inc. (“Smith Micro” or “the Company”) develops software to simplify and enhance the mobile experience, providing solutions to some of the leading wireless service providers around the world. From enabling the family digital lifestyle to providing powerful voice messaging capabilities, the Company strives to enrich today’s connected lifestyles while creating new opportunities to engage consumers via smartphones and consumer Internet of Things (“IoT”) devices. Smith Micro’s portfolio includes family safety software solutions to support families in the digital age and products for creating, sharing, and monetizing rich content, such as visual voice messaging. The Company provided retail content display optimization and performance analytics until the sale of its ViewSpot product in* June 2025**.*

Smith Micro’s solution portfolio is comprised of proven software products that enable its customers to provide:

On* June 3, 2025,the Company divested its ViewSpot product for total consideration of $1.3 million, of which $1.0 million was paid on the closing date, with the remaining amounts paid intwo* installments, thefirst of which was collected on* July 1, 2025,and the final balance was collected on October 1, 2025.*

6

2. Accounting Policies

Basis of Presentation

The accompanying interim consolidated balance sheet as of* March 31, 2026*, and the related consolidated statements of operations and stockholders’ equity for thethree months ended* March 31, 2026and2025*, and the consolidated statements of cash flows for thethree months ended* March 31, 2026and2025*, are unaudited. The unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted.

In the opinion of management, the accompanying unaudited consolidated financial statements for the periods presented reflect all adjustments which are normal and recurring, and necessary to fairly state the financial position, results of operations, and cash flows of the Company. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form10-K for the fiscal year ended* December 31, 2025* filed with the SEC on* March 5, 2026* (the "2025 Form10-K").

Intercompany balances and transactions have been eliminated in consolidation.

Operating results for thethree months ended* March 31, 2026* arenot necessarily indicative of the results that* maybe expected for any other interim period or for the fiscal year ending December 31, 2026*.

Recently Issued Accounting Pronouncements

In* November 2024,the FASB issued ASU2024*-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic220*-40), which is intended to improve the decision-usefulness of expense information on public companies' income through disaggregation of relevant expense captions in the notes to the financial statements. This ASU is effective for fiscal years beginning after December 15, 2026and interim periods beginning after December 15, 2027,*with early adoption permitted. The Company is currently evaluating the impact of this ASU on the consolidated financial statements and related disclosures.

In* September 2025,the FASB issued ASU2025*-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic350*-40): Targeted Improvements to the Accounting for Internal-Use Software*. The amendments in this update make targeted improvements to increase the operability of the recognition guidance considering different software development methods. The amendments in this update will be effective for annual and interim reporting periods beginning after* December 15, 2027,*with early adoption permitted. The Company is evaluating the impact of this ASU on the consolidated financial statements and related disclosures.

7

3. Going Concern

The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In connection with preparing consolidated financial statements for thethree months ended* March 31, 2026*, certain conditions in the Company's evaluation, considered in the aggregate, have raised substantial doubt about the Company's ability to continue as a going concern withinone year from the date that the financial statements are issued, which hasnot been alleviated. The evaluation considered the Company's financial condition, including its liquidity sources, funds necessary to maintain the Company's operations considering the current financial condition, obligations, and other expected cash flows, and negative financial trends of recurring operating losses and negative cash flows.

The Company has continuing operations and is generating revenues in the normal course, however the Company is dependent, to an extent, on the timing of subscriber and revenue growth for its products and the related cash generation from that growth and/or the ability to obtain the necessary capital to meet its obligations and fund its working capital requirements to maintain normal business operations. Management believes that the actions presently being taken to implement the Company's business plan to expand subscriber growth, to acquire new customers, and to expand its offerings to existing customers to generate increased revenues, and, if necessary, to raise additional capital will support the Company's operations; as such the financial statements donot include any adjustments that* may** be necessary if the Company is unable to continue as a going concern. The Company believes, based on its history of being able to complete debt and equity financings, that it would be able to raise additional funds as necessary, through public or private equity offerings, including by filingone* or more registration statements, through debt financings, or from a combination of these funding sources. However, it* maynot* be able to secure such incremental capital in a timely manner or on favorable terms, if at all. To preserve liquidity, the Company* may also takeone* or more of the following additional actions:

While management believes that the Company’s plans for growing revenue and the other potential actions available to it would alleviate the conditions that raise substantial doubt, these strategies arenot entirely within the Company’s control and cannot be assessed as being probable of occurring.

8

4. Common Stock

Minimum Bid Price Requirement and Reverse Stock Split

On* June 23,** 2025, Smith Micro received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market (“Nasdaq”) advising that the Company wasnot* in compliance with the*$1.00* minimum bid price requirement for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule5550(a)(2) (the “Minimum Bid Price Requirement”) as a result of the closing bid price of the Company’s common stock (“Common Stock”) having been below*$1.00* forthirty consecutive business days. In accordance with Nasdaq Listing Rule5810(c)(3)(A), the Company was granted a period of180 calendar days from the notification date, or until* December 22, 2025**,*to regain compliance with the Minimum Bid Price Requirement.

On* December 23, 2025**,the Company received a written notice from Nasdaq (the“** December** Notice”) granting an additional180* days, or until* June 22, 2026**,to regain compliance with the Minimum Bid Price Requirement. If at any time before June 22, 2026,** the closing bid price of the Company’s Common Stock is at least$1.00* per share for a minimum often consecutive business days, unless Nasdaq exercises its discretion to extend thisten-day period, Nasdaq will provide written confirmation stating that the Company has achieved compliance with the Minimum Bid Price Requirement.

The* December** Notice hadno* immediate effect on the continued listing status of the Company’s Common Stock on The Nasdaq Capital Market, and the Company’s listing remains fully effective.

The Company intends to monitor the closing bid price of its Common Stock and assess its available options in order to regain compliance with the Minimum Bid Price Requirement and continue listing on The Nasdaq Capital Market, including by effecting a reverse stock split, if necessary. There can beno assurance that the Company will regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with the other Nasdaq listing requirements.

**** July 2025Registered Direct Offering and Private Placement**

On* July 18, 2025,the Company announced the closing of a registered direct offering of 1,612,903 shares of Common Stock for $0.93 per share and concurrent private placement of unregistered warrants to purchase an equal number of shares of the Company's Common Stock with certain institutional and accredited investors, which resulted in gross proceeds to the Company of approximately $1.5 million, prior to offering fees and transaction expenses. The registered offering and concurrent private placement were approved by the Company's Board of Directors and a special Pricing Committee thereof. The warrants issued to the investors in the concurrent private placement have an exercise price of $1.20 per share, are immediately exercisable, expire five years after issuance, and contain a “full-ratchet” anti-dilution adjustment, such that the exercise price will be adjusted if the Company issues shares of Common Stock (or Common Stock equivalents) at a price below the exercise price of the warrant. The number of shares issuable upon exercise of such shares will then be proportionately adjusted. Additionally, in the event of a reverse stock split, the exercise price of each warrant is subject to adjustment (along with a proportionate adjustment in the number of shares) if the market price of the Common Stock is less than the exercise price of the Common Warrant (after giving effect to the split) during a period before and after the effective date of the reverse split. However, pursuant to the securities purchase agreement between the company and the investors relating to the registered offering and concurrent private placement dated July 17, 2025,an investor’s right to exercise the warrants, and the Company’s ability to issue shares upon exercise, is subject to certain limitations set forth in the purchase agreement pursuant to which the warrants were issued, including a limit on the number of shares that maybe issued until the time, if any, that the Company’s stockholders have approved the issuance of more than 19.9% of the Company’s outstanding shares of common stock pursuant to the registered offering and concurrent private placement in accordance with Nasdaq listing standards. The Company obtained stockholder approval of these matters at a meeting held on October 16, 2025.*

9

The net cash proceeds to the Company from the offering, after deducting offering related expenses was $1.0 million. All warrants associated with the transaction were assessed and recorded as equity instruments.

**** November 2025Registered Direct Offering and Private Placement Transaction**

Securities Purchase Agreement- Registered Direct Offering:

On* November 5, 2025**,*the Company entered into a securities purchase agreement relating to the registered direct offering and sale of an aggregate of 1,714,373 shares of the Company’s Common Stock for $0.6708 per share along with unregistered common warrants to purchase up to an aggregate of 1,714,373 shares of Common Stock in a concurrent private placement. Each unregistered common warrant has an exercise price of $0.6708 per share, is exercisable at any time beginningsix months following their original issuance and will expire five years from the initial exercise date.

Roth Capital Partners, LLC (the “Placement Agent”) acted as the exclusive placement agent for the Offering and the concurrent private placement of Common Warrants pursuant to a placement agency agreement (the “Placement Agency Agreement”) dated* November 5, 2025**,*by and between the Company and the Placement Agent. The gross proceeds to the Company from the completed offering was approximately $1.15 million, before deducting offering expenses payable by the Company.

Securities Purchase Agreement- Private Placement Transaction:

On* November 5,2025, the Company separately entered into asecond* securities purchase agreement with a trust, for which the Company’s Chief Executive Officer serves as co-trustee, relating to a private placement transaction and sale of 2,236,136 unregistered shares of the Company’s Common Stock at an offering price of $0.6708 per share and unregistered warrants to purchase up to an aggregate of 2,236,136 shares of Common Stock. Each of these unregistered private placement common warrants has an exercise price of $0.6708 per share, is exercisable following receipt of stockholder approval of the same and will expire five years from the initial exercise date. The gross proceeds to the Company from the completed Private Placement was approximately $1.5 million, before deducting offering expenses payable by the Company.

The closing of the* November 2025** registered direct offering and private placement transaction occurred on or about November 6, 2025**.*

On* December 4, 2025** the Company filed a registration statement with the SEC registering for resale the shares issued in the November 2025** private placement transaction and the shares issuable upon exercise of the warrants issued in connection with the November 2025** registered direct offering and private placement transaction, which registration statement was declared effective by the SEC on December 12, 2025**.*

Pursuant to the Placement Agency Agreement, the Company agreed to pay to the Placement Agent a cash fee equivalent to 6.0% of the gross proceeds raised in the* November 2025** registered direct offering, excluding amounts invested by certain individuals or entities mutually agreed upon by the Company and the Placement Agent. The Company also reimbursed the Placement Agent's expenses of up to $125,000, upon the closing of the November 2025** *registered direct offering.

10

Warrants

The Company’s outstanding Common Stock warrants are a combination of equity and liability classified. As of* March 31, 2026* and* December 31, 2025*, the Company had 27,751,022 and 16,868,306 warrants outstanding, each having the right to purchaseone share of the Company’s Common Stock at a weighted average exercise prices of $1.00 and $1.21, respectively, and expire at various dates through* March 2031.*

5. Debt and Warrants Transactions

Note Purchase Agreements

** September 11, 2025Note Purchase Agreements

Effective* September 11, 2025,the Company entered into note purchase agreements (the “September 11, 2025Note Agreements”) with the Smith Living Trust, for which William W. Smith, Jr., who at that time was the Company's the Chairman, President and Chief Executive officer, and currently serves as the Company’s Executive Chairman, and his wife, Dieva L. Smith, serve as co-trustees (“Smith”) and with Timothy C. Huffmyer, who, at that time was the Company's Chief Operating Officer, Chief Financial Officer, and Treasurer and is currently the Company’s President and Chief Executive Officer (“Huffmyer”). Pursuant to the September 11, 2025Note Agreements, Smith agreed to loan to the Company an amountnot* to exceed approximately $0.7 million and Huffmyer agreed to loan to the Company an amountnot to exceed $0.1 million, in each case in return forone or more secured promissory notes (the* “September 11, 2025Notes”) and accompanying unregistered common stock purchase warrants. The September 11, 2025Notes are secured by the Company’s accounts receivable and certain other assets, bear interest at a rate of 15.0% per annum, and are due on or before March 31, 2026,*unless otherwise mutually agreed to by the parties. The transactions were approved by an independent committee of the Company’s Board of Directors and the Company’s Audit Committee.

Each* September 11, 2025Note was accompanied by the issuance by the Company of an unregistered warrant (each, “September 11, 2025Warrant”) to purchase up to a number of shares of the Company’s Common Stock equal to the principal amount of such September 11, 2025Note divided by the Market Price (as defined under Nasdaq regulations) of the Company’s Common Stock on the date of issuance of the note (the “September 11, 2025Warrant Shares”). The Company received an amount equal to $0.125 per September 11, 2025Warrant Share for each September 11, 2025Warrant issued. Each September 11, 2025Warrant is exercisable at any time beginningsix* (6) months following its original issuance, will expire five years from the initial exercise date and has an exercise price equal to the greater of the Market Price on the date of the* September 11, 2025Note Agreement or on the date of issuance of the warrant. The September 11, 2025Warrants contain a “full-ratchet” anti-dilution adjustment, such that the exercise price will be adjusted if the Company issues Common Stock (or Common Stock equivalents) at a price below the exercise price of the Warrants. The number of shares issuable upon exercise of the September 11, 2025Warrants will then be proportionately adjusted. Additionally, in the event of a reverse stock split, the exercise price of each September 11, 2025Warrant is subject to adjustment (along with a proportionate adjustment in the number of shares) if the market price of the Common Stock is less than the exercise price of the September 11, 2025Warrants (after giving effect to the split) during a period before and after the effective date of the reverse split. However,no adjustment to the exercise price (or proportional adjustment to the number of shares) will be made under the “full-ratchet” adjustment or the anti-dilution adjustment, unless and until the Company has received approval from the Company’s stockholders in accordance with Nasdaq Listing Rule5635.* The shareholders of the Company will vote on a proposal with respect to such approval at its annual meeting in* June 2026.*

The Company and Smith completed an initial closing of the transactions contemplated by the* September 11, 2025Note Agreements on September 11, 2025,and the Company completed subsequent closings with each of Smith and Huffmyer on September 17, 2025.The gross proceeds to the Company from the closings with Smith totals approximately $0.8 million (comprised of approximately $0.7 million as a loan and approximately $0.1 million for the purchase of the accompanying September 11, 2025Warrants) and the gross proceeds to the Company from the closing with Huffmyer totals approximately $0.1 million (comprised of approximately $85 thousand as a loan and approximately $15 thousand for the purchase of the accompanying September 11, 2025Warrants), in each case, before deducting transaction expenses payable by the Company. Pursuant to the September 11, 2025Note Agreements, the Company has filed a registration statement with the SEC registering the September 11, 2025Warrant Shares for resale, which registration statement was declared effective on December 12, 2025.*

11

** September 29, 2025Note Purchase Agreement

On* September 29, 2025,the Company entered into a note purchase agreement (the “September 29, 2025Note Agreement”) with certain accredited investors (“Purchasers”), pursuant to which the Purchasers agreed to provide loans in an aggregate amount of $0.4 million, of which $0.3 million was received and recorded on September 30, 2025,and the remaining$0.1 million was received by October 2, 2025and recorded in thefourth* quarter, in each case, in return for a secured promissory note (collectively, the* “September 29, 2025Notes”) and an accompanying unregistered common stock purchase warrant (collectively, the “September 29, 2025Warrants”). The September 29, 2025Notes have substantially the same terms as the September 11, 2025*Notes.

Each* September 29, 2025Note was accompanied by the issuance of a warrant to purchase up to a number of shares of the Company’s Common Stock equal to the principal amount of such Note divided by the Market Price (as defined under Nasdaq regulations) of the Company’s Common Stock on the date of issuance (the “September 29, 2025Warrant Shares”). Each September 29, 2025Warrant is exercisable at any time beginningsix* (6) months following its original issuance, will expire five years from the initial exercise date, and has an exercise price equal to the greater of $0.73 or the Market Price on the date of issuance of the warrant. The* September 29, 2025Warrants contain a “full-ratchet” anti-dilution adjustment, such that the exercise price will be adjusted if the Company issues Common Stock (or Common Stock equivalents) at a price below the exercise price of the warrants. The number of shares issuable upon exercise of the September 29, 2025Warrants will then be proportionately adjusted. Additionally, in the event of a reverse stock split, the exercise price of each September 29, 2025Warrant is subject to adjustment (along with a proportionate adjustment in the number of shares) if the market price of the Common Stock is less than the exercise price of the September 29, 2025Warrants (after giving effect to the split) during a period before and after the effective date of the reverse split. However,no adjustment to the exercise price (or proportional adjustment to the number of shares) will be made under the “full-ratchet” adjustment or the anti-dilution adjustment, unless and until the Company has received approval from the Company’s stockholders in accordance with Nasdaq Listing Rule5635.* Pursuant to the* September 29, 2025Note Agreement, the Company filed a registration statement with the SEC registering the September 29, 2025Warrant Shares for resale, which registration statement was declared effective December 12, 2025**.*

The Company received total cash proceeds from the* September 11, 2025Note Purchase Agreements and the September 29, 2025Note Purchase Agreement of approximately $1.2 million in2025.* Furthermore, the proceeds were allocated to the notes and their 1,512,934 equity-classified warrants on a relative fair value basis, resulting in a debt discount of approximately $0.4 million which is being amortized over the term of the agreements using the effective interest method. This resulted in an immaterial amount of amortization expense in2025. The valuation of the equity-classified warrants was based on a Black-Scholes model at inception. The following assumptions were utilized in the Black Scholes option pricing model in2025: common stock market price of $0.72 to$0.73, risk-free interest rate of 3.6% -3.7%, expected volatility of 88.67% -89.81%, and expected term of 5.5 years. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of valuation. Expected volatility is based on the historical volatility over the expected remaining term of the warrants. The Company hasno reason to believe future volatility over the expected remaining life of the warrants is likely to differ materially from historical volatility. Expected life is based on the term of the applicable warrants.

12

** February 3, 2026Note Purchase Agreement

On* February 3, 2026**,the Company entered into a Note Purchase Agreement (the “FebruaryNote Agreement”) with the Smith Living Trust. Pursuant to the FebruaryNote Agreement, Smith agreed to loan funds to the Company in return forone* or more secured promissory notes (in each case, a* “FebruaryNote”) and accompanying unregistered common stock purchase warrants (in each case, a “FebruaryWarrant”). The FebruaryNote Agreement provides that each FebruaryNote will be secured by the Company’s accounts receivable and certain other assets, will bear interest at a rate of 15.0% per annum, and will be due on or before March 31, 2026** (the “Maturity Date”), unless otherwise mutually agreed by the parties. Pursuant to the FebruaryNote Agreement, each FebruaryNote will be accompanied by the issuance of a FebruaryWarrant to purchase shares of the Company’s Common Stock, which will be exercisable at any time beginningsix* months following its original issuance, will expire five years from the initial exercise date and will have an exercise price equal to the greater of (a) $0.68 and (b) the greater of the market price of the Company’s Common Stock on the date of the* FebruaryNote Agreement or on the date of issuance. On February 3, 2026**,the Company and Smith completed a closing of a loan transaction under the FebruaryNote Agreement, and the Company issued a FebruaryNote and a FebruaryWarrant to Smith. The FebruaryWarrant has an exercise price of $0.68 and will be exercisable during the period beginning August 3, 2026and ending August 3, 2031.** *The transaction was approved by the Company’s Board of Directors and the Company’s Audit Committee.

The gross proceeds to the Company from the closing totals approximately $1,000,000 (comprised of approximately $814,979 as a loan and approximately $185,021 for the purchase of the accompanying Warrant). Furthermore, the proceeds were allocated to the notes and their 1,512,934 equity-classified warrants on a relative fair value basis, resulting in a debt discount of approximately $0.4 million which is being amortized over the term of the agreement using the effective interest method. The valuation of the equity-classified warrants was based on a Black-Scholes model at inception. The following assumptions were utilized in the Black Scholes option pricing model at inception: common stock market price of $0.54, risk-free interest rate of 3.8%, expected volatility of 89%, and expected term of 5.5 years. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of valuation. Expected volatility is based on the historical volatility over the expected remaining term of the warrants. The Company hasno reason to believe future volatility over the expected remaining life of the warrants is likely to differ materially from historical volatility. Expected life is based on the term of the applicable warrants.

** March 4, 2026Securities Purchase Agreement

On* March 4, 2026**,the Company entered into a Securities Purchase Agreement for the sale of Secured Convertible Notes (the“2026 Convertible Notes”) with an aggregate original principal amount of $4.9 million and an initial conversion price of $0.68 per share, subject to adjustment, and warrants to acquire up to an aggregate amount of approximately 9.4 million additional shares of the Company's common stock, which will be exercisable at any time beginningsix months following its original issuance, will expire five years from the initial exercise date and will have an exercise price equal to $0.68. The Smith Living Trust and Timothy C. Huffmyer were among the buyers in the offering, in addition to certain other noteholders from the September 29, 2025Note Purchase Agreement. The Company agreed to use the proceeds of the offering to repay in full the principal and interest outstanding under those certain Notes due on March 31, 2026** in the aggregate amount of up to $2.2 million plus any additional interest amounts that mayhave accrued in connection with the extension of the maturity date under the existing notes and for general corporate purposes. The2026* Convertible Notes mature on* March 31, 2029**;however, this date may** *be extended at the option of the holder.

The2026 Convertible Notes accrue interest at the rate of 8.0% per annum. Upon the occurrence and during the continuance of an Event of Default (as defined in the2026 Convertible Notes), the2026 Convertible Notes will accrue interest at the rate of 12.0% per annum. The Convertible Notes are payable in equal monthly installments of approximately $7,000 per each*$1,000,000* of principal outstanding, and are effectively interest only, beginning on* May 1, 2026and ending on the Maturity Date, at which time any unconverted or unpaid principal amounts would be due. Installment amounts shall be appliedfirst* to accrued interest under the Convertible Notes, with any amounts in excess of accrued interest being applied to outstanding principal. The Company willnot be required to pay any installment amount to the extent such amount is less thanone thousand dollars ($1,000). In such event, the Company* maydefer payment to the holder until the next applicable installment date, provided that (i) at such time the accrued installment amount due on such date is at leastone thousand* dollars ($1,000) and (ii) principal remains outstanding for the purposes of accruing interest. The Company will be permitted to prepay the outstanding principal and accrued or unpaid interest uponnot less thanthirty (30) days prior written notice to the holder. At any time after thesixth month anniversary of the issuance of the2026 Convertible Notes, each2026 Convertible Note will be convertible, at the option of the holder, into shares of the Company's common stock at an initial conversion price equal to $0.68, which is subject to standard adjustments.

13

The offering was approved by the Company’s Board of Directors and the Company’s Audit Committee and closed on* March 6, 2026,and March 10, 2026.The aggregate gross proceeds from the offering were $4.9 million, of which $1.9 million was utilized to repay in full the principal and interest outstanding under certain notes due on March 31, 2026,which then cancelled the notes. The remaining $0.2 million of certain notes due on March 31, 2026*were subsequently repaid in cash. In connection with the transactions with Smith and Huffmyer, as well as other warrant holders who followed the same terms in this related-party led transaction, the Company didnot recognize any gain or loss in connection with the extinguishment of such amounts, as the transactions were viewed as contributions to equity totaling $0.5 million.

The relative fair value allocated to the 9,402,551 equity-classified warrants resulted in a debt discount of approximately $2.5 million which is being amortized over the term of the agreements using the effective interest method at a rate of 36.8%. The valuation of the equity-classified warrants was based on a Black-Scholes model at inception. The following assumptions were utilized in the Black-Scholes option pricing model at inception: common stock market price of $0.48 to $0.54, risk-free interest rate of 3.7%, expected volatility of 90%, and expected term of 5.5 years. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of valuation. Expected volatility is based on the historical volatility over the expected remaining term of the warrants. The Company hasno reason to believe future volatility over the expected remaining life of the warrants is likely to differ materially from historical volatility. Expected life is based on the term of the applicable warrants.

As of* March 31, 2026,the remaining unamortized debt discount was$3.0* million. In thethree months ended* March 31, 2026,*total interest expense for these notes was $0.5 million, inclusive of approximately $0.4 million of amortization of debt discount with the remainder related to contractual interest.

Deemed Dividends

In connection with the issuance of the* September 11, 2025** Warrants with an exercise price of $0.73, pursuant to the full-ratchet anti-dilution provisions of the July 2025** Warrants, the exercise price of each of the July 2025** Warrants was adjusted from $1.20 to $0.73 and the aggregate number of warrant shares underlying the July 2025** *Warrants increased from 1,612,903 to 2,651,348. As a result, the Company recorded a deemed dividend of $0.6 million and a reduction in income available to common shareholders in the Basic EPS calculation. In accordance with U.S. GAAP, the incremental fair value of the warrants resulting from the decrease in the exercise price and the increase in the number of warrant shares was measured using Black-Scholes valuation models at the time of the event. The following assumptions were utilized in the Black-Scholes option pricing model: common stock market price of $0.73, risk-free interest rate of 3.6%, expected volatility of 90.7%, and expected term of 4.85 years. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of valuation.

Further, in connection with the issuance of the* November 5, 2025** Common Stock at $0.6708 and Warrants with an exercise price of $0.6708, the exercise price of each of the July 2025** Warrants was further adjusted from $0.73 to $0.6708 and the aggregate number of warrant shares underlying the July 2025** *Warrants increased from 2,651,348 to 2,885,339. As a result, the Company recorded a deemed dividend of $0.1 million and a reduction in income available to common shareholders in the Basic EPS calculation. In accordance with U.S. GAAP, the incremental fair value of the warrants resulting from the decrease in the exercise price and the increase in the number of warrant shares was measured using Black-Scholes valuation models at the time of the event. The following assumptions were utilized in the Black-Scholes option pricing model: common stock market price of $0.66, risk-free interest rate of 3.8%, expected volatility of 94%, and expected term of 4.70 years.

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of valuation. Expected volatility is based on the historical volatility over the expected remaining term of the warrants. The Company hasno reason to believe future volatility over the expected remaining life of the warrants is likely to differ materially from historical volatility. Expected life is based on the term of the applicable warrants.

The warrants issued pursuant to the* September 11, 2025** Note Purchase Agreements and the September 29, 2025** Note Purchase Agreement are also subject to the same provisions, however,no adjustment to the exercise price (or proportional adjustment to the number of shares) was made nor will be made unless and until the Company has received approval from the Company’s stockholders in accordance with Nasdaq Listing Rule5635**.*

14

Warrant Liabilities

On* August 11, 2022,the Company issued warrants (the "Notes Warrants") to purchase Common Stock in conjunction with a senior secured convertible notes (the "Notes") and warrants offering (the "Notes and Warrants Offering"), at an initial fair value of $3.8 million. The Notes sold by the Company in the Notes and Warrants Offering were subsequently retired upon maturity at December 31, 2023.The exercise price of and number of shares underlying the Notes Warrants were immediately proportionately adjusted pursuant to the April 2024Reverse Stock Split to $26.80 and 279,851 shares, respectively, and on May 2, 2024,*the exercise price for each of the Notes Warrants was further adjusted to $2.06 in accordance with their terms.

The Company issued additional warrants (the "Additional Warrants") to purchase Common Stock on* August 12, 2022in conjunction with a registered direct offering for the sale of shares of the Company's Common Stock and the Additional Warrants. The Additional Warrants donot* reprice further beyond the immediate proportionate adjustments to the per share exercise price and number of shares issuable of $21.20 and 141,509 shares, respectively, that occurred upon and as a result of the* April 2024*Reverse Stock Split.

All changes in the fair value of the Notes Warrants and Additional Warrants liabilities are recognized in the Company's consolidated statements of operations until they are either exercised or expire. Since their issuance,none of the Notes Warrants or Additional Warrants have been exercised. The Notes Warrants and Additional Warrants arenot traded in an active securities market and, as such, the estimated fair value is determined by using a Black-Scholes option pricing model which considers the likelihood of repricing adjustments and utilizes assumptions noted in the following table. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of valuation. Expected volatility is based on the historical volatility over the expected remaining term of the warrants. The Company hasno reason to believe future volatility over the expected remaining life of the Notes Warrants and Additional Warrants is likely to differ materially from historical volatility. Expected life is based on the term of the applicable warrants. Below are the specific assumptions utilized (unaudited, except for* December 31, 2025*):

6. Fair Value of Financial Instruments

The Company measures and discloses fair value measurements as required by FASB Accounting Standards Codification ("ASC") TopicNo. 820, Fair Value Measurements and Disclosures. Fair value is an exit price, representing the amount that would be received upon the sale of an asset or the amount that would be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, the FASB establishes athree-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

15

The following table presents information about the financial liabilities that are measured at fair value on a recurring basis at* March 31, 2026* and* December 31, 2025* (unaudited except for* December 31, 2025*, in thousands):

The following tables present the changes in the fair value (unaudited, except for* December 31, 2025*, in thousands):

7. Goodwill and Intangible Assets

In accordance with FASB ASC TopicNo. 350, Intangibles-Goodwill and Other, Smith Micro reviews the recoverability of the carrying value of the Company's single reporting unit goodwill at least annually or whenever events or circumstances indicate a potential impairment. The annual impairment testing date is* December 31*of each year. Recoverability of goodwill is determined by comparing the estimated fair value of the reporting unit to the carrying value of the underlying net assets in the reporting unit. If the estimated fair value of a reporting unit is determined to be less than the carrying value, goodwill is deemed impaired, and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the fair value.

In connection with the preparation of its quarterly financial statements for thesecond quarter of2025, the Company assessed changes in circumstances to determine whether it was more likely thannot that the fair value of its single reporting unit was below its carrying amount. While there wasno single determinative event or factor, considerations including recent financial performance compared to expected forecasts, trends in stock valuation, pricing of the most recent equity raise, and the receipt of the Nasdaq minimum bid price requirement notice on* June 23, 2025led the Company to conclude that when considering the events and factors in totality it was necessary to perform an interim quantitative valuation assessment. The fair value of the reporting unit was determined based on a combination of the income approach using estimated discounted cash flows and a market-based valuation methodology utilizing market multiples. The assessment utilized Level3* inputs including estimates of revenue growth, EBITDA contribution and discount rates. Based on the results of the assessment, a full goodwill impairment charge of $11.1 million was recorded in thesecond quarter of2025.

16

The components of the Company’s intangible assets were as follows for the periods presented (unaudited, except for* December 31, 2025*, in thousands, except for useful life data):

The Company amortizes intangible assets over the pattern of economic benefit expected to be generated from the use of the assets, with a total weighted average amortization period of approximatelysix years as of* March 31, 2026* andseven years as of* December 31, 2025*. During thethree months ended* March 31, 2026and2025*, intangible asset amortization expense was $1.2 million and $1.3 million, respectively.

As of* March 31, 2026*, estimated amortization expense for the remainder of2026 and thereafter was as follows (unaudited, in thousands):

17

8. Earnings Per Share

The Company calculates earnings per share (“EPS”) as required by FASB ASC TopicNo. 260, Earnings Per Share. Basic EPS is calculated by dividing the net income attributable to common stockholders by the weighted average number of common shares outstanding for the period, excluding common stock equivalents. Diluted EPS is computed by dividing the net income attributable to common stockholders by the weighted average number of common shares outstanding for the period, plus the weighted average number of dilutive common stock equivalents outstanding for the period determined using the treasury-stock method. For periods with a net loss, the dilutive common stock equivalents are excluded from the diluted EPS calculation. For purposes of this calculation, Common Stock subject to repurchase by the Company, options, warrants (other than the Pre-Funded Warrants), and convertible notes are considered to be common stock equivalents and are only included in the calculation of diluted earnings per share when their effect is dilutive.

The following table sets forth the details of basic and diluted earnings per share (unaudited, in thousands, except per share amounts):

The following weighted average shares were excluded from the computation of diluted net loss per share attributable to common stockholders as the impact of including those shares would be anti-dilutive (unaudited, in thousands):

18

9. Stock-Based Compensation

Stock Plans

On* June 18, 2024,the Company's stockholders approved the Company's Amended and Restated Omnibus Equity Incentive Plan (as currently amended, the "OEIP") which amended and restated (and renamed) the Company's2015* Omnibus Equity Incentive Plan (as previously amended, the*"2015* Plan") and increased the number of shares reserved thereunder by 3.0 million shares. As of* March 31, 2026*, there were approximately 1.6 million shares available for future grants under the Company’s OEIP. References to the OEIP herein include the2015 Plan prior to its amendment and restatement. The maximum number of shares available for issuance over the term of the OEIP* may**not* exceed 7.2 million shares.

During thethree months ended* March 31, 2026*, the Company granted 202,714 shares of restricted stock and 12,500 stock options under the OEIP.

The OEIP provides for the issuance of full value awards (restricted stock, performance stock, dividend equivalent right or restricted stock units) and partial value awards (stock options or stock appreciation rights) to employees, non-employee members of the board and consultants. Any full value award settled in shares will be debited as 1.2 shares, and partial value awards settled in shares will be debited as 1.0 shares against the share reserve. The exercise price per share for stock option grants isnot to be less than the fair market value per share of the Company’s common stock on the date of grant. The Board of Directors has the discretion to determine the vesting schedule. Stock options** maybe exercisable immediately or in installments but generally vest over afour-year period from the date of grant. In the event the holder ceases to be employed by the Company, all unvested stock options terminate, and all vested stock options may**be exercised within a period of90 days following termination. In general, stock options expireten years from the date of grant. Restricted stock is valued using the closing stock price on the date of the grant. The total value is expensed over the vesting period, which typically ranges fromtwo toforty-eight months.

Stock Compensation Expense

The Company accounts for all stock-based payment awards made to employees and directors based on their fair values and recognizes compensation expense over the vesting period using the straight-line method over the requisite service period for each award as required by FASB ASC TopicNo. 718, Compensation-Stock Compensation.

Non-cash stock-based compensation expenses related to stock options, restricted stock grants and the ESPP are recorded in the consolidated financial statements as follows (unaudited, in thousands):

As of* March 31, 2026*, there was approximately $1.0 million in unrecognized compensation costs related to unvested stock options and restricted stock awards granted under the OEIP.

19

Stock Options

For thethree months ended* March 31, 2026*, there were 12,500 stock option awards granted. A summary of the Company’s stock options outstanding under the OEIP as of* March 31, 2026* and related activity during2026 is as follows (unaudited, in thousands except weighted average exercise price and weighted average remaining contractual life):

Restricted Stock Awards

A summary of the Company’s restricted stock awards outstanding under the OEIP for thethree months ended* March 31, 2026* and the activity during the period therein are as follows (unaudited, in thousands, except weighted average grant date fair value):

20

10. Revenues

Revenue Recognition

In accordance with FASB ASC TopicNo. 606, Revenue from Contracts with Customers, the Company recognizes the sale of goods and services based on thefive-step analysis of transactions as provided in Topic606, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods and services.

The Company transfers software licenses to its customers on a royalty free, non-exclusive, non-transferrable, limited use basis during the term of the agreement. In some instances, the Company performs integration services to ensure the software operates within its customer’s operating platforms as well as the operating platforms of the mobile devices used by their end customers, before transferring the license. Revenue related to these services is recognized at a point in time upon acceptance of the licensed software by the customer. The Company also earns usage-based revenue on its platforms. Usage based revenue is generated based on licenses used by its customers' active subscribers’ access and usage of its software licenses and cloud-based services on its platforms, the provision of hosting services, and revenue share based on media placements on its platform. The Company recognizes usage-based revenue when it has completed its performance obligation and has the right to invoice the customer. This revenue is generally recognized monthly. Finally, the Company ratably recognizes revenue over the contract period when customers pay in advance of its service delivery.

The Company also provides consulting services in connection with its development of customer-specified functionality that are generallynot on its software development roadmap. The Company recognizes revenue from its consulting services upon delivery and acceptance by the customer of its software enhancements and upgrades. For certain customers the Company provides maintenance and technology support services for which the customer either pays upfront or as the Company provides the services. When the customer pays upfront, the Company records the payments as contract liabilities and recognizes revenue ratably over the contract period as this is the Company's stand ready performance obligation that is satisfied ratably over the maintenance and technology services period.

The Company also provided consulting services to configure new devices or ad hoc targeted promotional content for its customers utilizing the ViewSpot platform upon request from these customers. These requests were driven by these customers’ marketing initiatives and tend to be short term “bursts” of activity. The Company recognized these revenues upon delivery of the configured promotional content to the cloud platform or upon certification of the new device. The Company divested its ViewSpot product line on* June 3, 2025.*

21

Disaggregation of Revenues

Revenues on a disaggregated basis are as follows (unaudited, in thousands):

11. Segment, Customer Concentration and Geographical Information

Segment Information

Public companies are required to report financial and descriptive information about their reportable operating segments as required by FASB ASC TopicNo. 280, Segment Reporting (“Topic280**”). The Company hasone primary business unit based on how management internally evaluates separate financial information, business activities and management responsibility: Wireless. The Wireless segment includes the Family Safety (which includes SafePath), CommSuite, and ViewSpot families of products (prior to the divestiture of ViewSpot in2025).

The Company's chief operating decision maker (“CODM”) as such term is defined in Topic280, is its Chief Executive Officer. As infrastructure and resources are shared across the Company’s operations, the CODM manages the Company's operations based on consolidated financial information for purposes of evaluating financial performance, investment, cash flow metrics and allocating resources.

The accounting policies of the Company's single operating segment are the same as those described in the summary of significant accounting policies appearing in Note1**. Although the CODM uses other measures of operating performance, the Company concluded that consolidated net loss is the measure required to be disclosed as the segment measure of profit or loss. Adjusted operating loss and net loss are used to evaluate the effectiveness of the Company's performance and to monitor budget versus actual results. The measure of segment assets is reflected as "total assets" in the accompanying consolidated balance sheet.

22

Revenue and expenses regularly provided to the CODM are included in the following reconciliation of the Company's net adjusted operating loss and net loss. It includes the significant expense categories computed under US GAAP, reconciled to the Company's total net loss as presented in the consolidated statement of operations (unaudited, in thousands).

1 Adjusted amounts exclude depreciation expense.

2 Adjusted amounts exclude stock-based compensation expense and other adjustments as further described in footnote3 to this table.

3 Other segment expenses include personnel severance and reorganization activities and other corporate non-recurring expenditures.

The following table presents the disaggregation of Wireless revenues by product line (unaudited, in thousands):

23

Customer Concentration Information

The Company has certain customers whose revenues individually represented greater than10% of the Company’s total revenues, or whose accounts receivable balances individually represented greater than10% of the Company’s total accounts receivable, for thethree months ended* March 31, 2026and2025*.

During thethree months ended* March 31, 2026*, three customers made up 59%,21% and 19% of revenues. For thethree months ended* March 31, 2025*, three customers made up 62%,20% and 16% of revenues.

As of* March 31, 2026*, two customers accounted for 55% and 28% of accounts receivable. As of* March 31, 2025*, two customers accounted for 47% and 33% of accounts receivable.

Geographical Information

During thethree months ended* March 31, 2026and2025*, the Company operated intwo geographic locations: the Americas and Europe, Middle East and Africa ("EMEA"). Revenues attributed to the geographic location of the customers’ bill-to address were as follows (unaudited, in thousands):

The Company doesnot separately allocate specific assets to these geographic locations.

12. Commitments and Contingencies

Litigation

The Company* maybecome involved in various legal proceedings arising from its business activities. While management doesnot* believe the ultimate disposition of these matters will have a material adverse impact on the Company’s consolidated results of operations, cash flows, or financial position, litigation is inherently unpredictable, and depending on the nature and timing of these proceedings, an unfavorable resolution could materially affect the Company’s future consolidated results of operations, cash flows, or financial position in a particular period.

Other Contingent Contractual Obligations

During its normal course of business, the Company has made certain indemnities, commitments, and guarantees under which it* maybe required to make payments in connection with certain transactions. These include: indemnities to the Company’s customers pursuant to contracts for the Company’s products and services, including indemnities with respect to intellectual property, confidentiality and data privacy; indemnities to various lessors in connection with facility leases for certain claims arising from use of such facility or under such lease; indemnities to vendors and service providers pertaining to claims based on the negligence or willful misconduct of the Company; indemnities involving the accuracy of representations and warranties in certain contracts; and indemnities to directors and officers of the Company to the maximum extent permitted under the laws of the State of Delaware. In addition, the Company has made or maymake contractual commitments to employees providing for severance payments upon the occurrence of certain prescribed events. The Company mayalso issue a guarantee in the form of a standby letter of credit as security for contingent liabilities under certain customer contracts. The duration of these indemnities, commitments, and guarantees varies, and in certain cases maybe indefinite. The majority of these indemnities, commitments, and guarantees may**not* provide for any limitation of the maximum potential for future payments the Company could be obligated to make. The Company hasnot recorded any liability for these indemnities, commitments, and guarantees in the accompanying consolidated balance sheets.

24

13. Leases

The Company leases office space and equipment. The Company determines if a contract is a lease at the inception of the arrangement and reviews all options to extend, terminate, or purchase its right-of-use assets at the inception of the lease and accounts for these options when they are reasonably certain of being exercised.

Leases with an initial term of greater thantwelve months are recorded on the consolidated balance sheet. Lease expense is recognized on a straight-line basis over the lease term.

The Company’s lease contracts generally donot provide a readily determinable implicit rate. For these contracts, the estimated incremental borrowing rate is based on information available at the inception of the lease.

Operating lease costs were $0.4 million for each of thethree months ended* March 31, 2026and2025*. Cash payments for lease liabilities were $0.4 million and $0.3 million for thethree months ended* March 31, 2026and2025*, respectively.

There were noncash right-of-use asset transactions for thethree months ended* March 31, 2026.The Company executed a lease renewal which was accounted for as a modification and recognized a noncash increase for the right-of-use asset obtained in exchange for a new operating lease liability of approximately $1.0 million during thethree* months ended* March 31, 2026**.*

The maturity of operating lease liabilities is presented in the following table (unaudited, in thousands):

Additional information relating to the Company’s operating leases follows (unaudited):

25

14. Income Taxes

The Company accounts for income taxes as required FASB ASC TopicNo. 740, Income Taxes. This Topic clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Topic also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Topic requires an entity to recognize the financial statement impact of a tax position when it is more likely thannot that the position will be sustained upon examination. The amount recognized is measured as the largest amount of benefit that is greater thanfifty percent likely of being realized upon ultimate settlement. In addition, the Topic permits an entity to recognize interest and penalties related to tax uncertainties either as income tax expense or operating expenses. The Company has chosen to recognize interest and penalties related to tax uncertainties as income tax expense.

In assessing whether a valuation allowance is required, significant weight is to be given to evidence that can be objectively verified. A significant factor in the Company’s assessment is that the Company has been in athree-year historical cumulative loss as of the end of fiscal2025**. In addition, the Company was also in a loss for the year ending* December 31, 2023** as well as for the year ending December 31, 2024.** *These facts, combined with uncertain near-term market and economic conditions, reduced the Company’s ability to rely on projections of future taxable income in assessing the realizability of its deferred tax assets.

After a review of thefour sources of taxable income as of* March 31, 2026*, and after consideration of the Company’s cumulative loss position as of* December 31, 2025*, the Company will continue to reserve its U.S.-based deferred tax amounts, which total $70.2 million as of* March 31, 2026*.

The Company is subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. Currently there areno audits in process or pending from Federal or state tax authorities. The outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a mannernot consistent with management’s expectations, the Company could be required to adjust its provision for income tax in the period such resolution occurs. As of* March 31, 2026,a current estimate of the range of changes that may** occur within2026* cannot be made due to the uncertainty regarding the timing of these events.

On* July 4, 2025** the One Big Beautiful Bill Act (OBBBA) was signed into law which introduces significant changes to the U.S. corporate tax system. The main impacts of OBBBA for the Company are the ability to deduct domestic Section174* Research and Development costs for tax years2025 forward,100% bonus depreciation, and changes to163(j) interest limitations to remove depreciation and amortization expense from adjusted taxable income. These changes donot have a material impact on the Company’s taxable position. The Company is electing under OBBBA to continue to amortize Section174 costs capitalized in2022-2024 through the remaining lives of the assets instead of taking aone-time deduction for all unamortized amounts.

15. Subsequent Events

The Company evaluates and discloses subsequent events as required by FASB ASC TopicNo. 855, Subsequent Events. The Topic establishes general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or are available to be issued.

26