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PARKERVISION INC

For the period ended Mar 31, 2026. Filed May 7, 2026.

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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.

Mar 31, 2026 · Filed May 7, 2026

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)

March 31, 2026December 31, 2025
CURRENT ASSETS:
Cash and cash equivalents$3,423$4,360
Prepaid expenses191192
Other current assets228112
Total current assets3,8424,664
Intangible and other assets, net659695
Total assets$4,501$5,359
CURRENT LIABILITIES:
Accounts payable$496$522
Accrued expenses:
Salaries and wages7349
Professional fees7147
Other accrued expenses426422
Related party note payable, current portion146144
Convertible notes, current portion9001,225
Total current liabilities2,1122,409
LONG-TERM LIABILITIES:
Secured contingent payment obligation40,14439,650
Unsecured contingent payment obligations6,3426,439
Convertible notes, net of current portion1,4081,908
Related party note payable, net of current portion1957
Total long-term liabilities47,91348,054
Total liabilities50,02550,463
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIT:
Common stock, $0.01 par value, 225,000 shares authorized, 147,535 and 143,156 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively1,4751,432
Additional paid-in capital410,162409,072
Accumulated deficit(457,161)(455,608)
Total shareholders' deficit(45,524)(45,104)
Total liabilities and shareholders' deficit$4,501$5,359

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands, except per share data)

Three Months Ended March 31,
20262025
Licensing revenue · $ · - · $ · -
Cost of sales(36)(54)
Gross margin(36)(54)
Selling, general, and administrative expenses9581,243
Total operating expenses9581,243
Interest income2932
Interest expense(60)(73)
Loss on extinguishment of debt(131)-
Change in fair value of contingent payment obligations(397)(2,461)
Total other expense(559)(2,502)
Provision for income taxes--
Net loss(1,553)(3,799)
Other comprehensive income, net of tax--
Comprehensive loss$(1,553)$(3,799)
Basic and diluted net loss per common share$(0.01)$(0.03)
Basic and diluted weighted average common shares outstanding144,778115,831

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, 2025143,156$1,432$409,072$(455,608)$(45,104)
Issuance of common stock in debt exchange3,27732787-819
Issuance of common stock upon conversion and payment of interest-in-kind on convertible debt97810139-149
Share-based compensation1241164-165
Comprehensive loss for the period---(1,553)(1,553)
Balance as of March 31, 2026147,535$1,475$410,162$(457,161)$(45,524)
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)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Three Months Ended March 31,
20262025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss$(1,553)$(3,799)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization3655
Share-based compensation165122
Loss on changes in fair value of contingent payment obligations3972,461
Loss on debt extinguishment131-
Paid in kind interest expense6268
Changes in operating assets and liabilities:
Prepaid expenses and other assets(115)(129)
Accounts payable and accrued expenses26(605)
Net cash used in operating activities(851)(1,827)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capitalized patent costs-(34)
Net cash used in investing activities-(34)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments from issuance of common stock and warrants in private offerings-(5)
Net proceeds from exercise of options and warrants-262
Principal payments on long-term debt(86)(34)
Net cash (used in) provided by financing activities(86)223
NET DECREASE IN CASH AND CASH EQUIVALENTS(937)(1,638)
CASH AND CASH EQUIVALENTS, beginning of period4,3604,918
CASH AND CASH EQUIVALENTS, end of period$3,423$3,280

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 thethree months ended* March 31, 2026*, we incurred a net loss of approximately $1.6 million and incurred negative cash flows from operations of approximately $0.9 million. At* March 31, 2026*, we had cash and cash equivalents of approximately $3.4 million and an accumulated deficit of approximately $457.2 million. At* March 31, 2026*, we had working capital of $1.7 million, a decrease of approximately $0.5 million from working capital at* December 31, 2025.Our current liabilities at March 31, 2026include $0.9 million in convertible debt that matures over the nexttwelve* months ifnot extended byone year at the holder's option in accordance with the terms of the note. The timing and amount of proceeds, if any, from our patent enforcement actions are difficult to predict. Furthermore, a significant amount of future proceeds that we* mayreceive from our patent enforcement and licensing programs will 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.

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.

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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 month period ended* March 31, 2026* 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 thethree months ended* March 31, 2026*, arenot necessarily indicative of the results that* maybe expected for the year ending December 31, 2026*, 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, 2025*. 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, 2025* (“2025 Annual Report”). Certain reclassifications have been made to prior period amounts to conform to the current period presentation.

4. Accounting Policies

In* November 2024,the FASB issued Accounting Standards Update (ASU)2024-04, Debt - Debt with Conversion and Other Options (Subtopic470*-20) - Induced Conversions of Convertible Debt Instruments, which clarifies the assessment of whether a transaction should be accounted for as an induced conversion or an extinguishment of convertible debt when changes are made to conversion features as part of an offer to settlement the instrument. We adopted ASU2024-04 beginning* January 1, 2026,however, it didnot* have a material impact on our unaudited condensed consolidated financial statements.

There have beenno other changes in accounting policies from those stated in our2025 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 thethree months ended* March 31, 2026and2025*.

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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* March 31, 2026and2025* were as follows (in thousands):

March 31,
20262025
Options outstanding34,91624,853
Unvested RSUs72350
Warrants outstanding2,5264,746
Shares underlying convertible notes20,70926,417
58,22356,366

7. Intangible and Other Assets, net

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

March 31, 2026December 31, 2025
Patents and copyrights$10,488$10,488
Accumulated amortization(9,832)(9,796)
Property and equipment, net33
$659$695

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.*

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9. Convertible Notes

For thethree months ended* March 31, 2026*, convertible notes with a face value of $0.1 million were converted, at the option of the holder, into approximately 0.8 million shares of our common stock and convertible notes with a face value of $0.05 million were repaid upon maturity. For thethree months ended* March 31, 2025*, convertible notes with a face value of $0.2 million were converted, at the option of the holder, into approximately 1.3 million shares of our common stock.

Additionally, during thethree months ended* March 31, 2026*, we entered into exchange agreements to exchange outstanding principal and accrued interest of approximately $0.7 million of convertible notes for unregistered shares of our common stock (see Note13).

We recognized interest expense on our convertible debt of approximately $0.06 million and $0.07 million, respectively for each of thethree months ended* March 31, 2026and2025*. During thethree months ended* March 31, 2026and2025*, we elected to pay approximately $0.05 million and $0.06 million, respectively, of interest in shares of our common stock and issued approximately 0.2 million shares and 0.1 million shares, respectively, of our common stock as interest-in-kind payments.

Convertible notes payable at* March 31, 2026* and* December 31, 2025* consist of the following (in thousands):

Principal Outstanding as of
March 31, · December 31,
Description · Fixed Conversion Rate · Stated Interest Rate · Maturity Date · 2026 · 2025
Convertible note dated September 18, 2018$0.258.0%March 18, 2026$-$425
Convertible notes dated March 2019$0.258.0%March 13, 2026-250
Convertible notes dated June/July 2019$0.108.0%January 15, 2026-50
Convertible notes dated July 18, 2019$0.087.5%July 18, 2026 1500500
Convertible notes dated January 8, 2020$0.138.0%January 8, 2027 1400400
Convertible notes dated June-August 2022$0.138.0%June 2, 2027 to August 3, 2027808908
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 balance2,3083,133
Less current portion9001,225
$1,408$1,908

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.

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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 thethree months ended* March 31, 2026* and the year ended* December 31, 2025* (in thousands):

Three Months Ended March 31, 2026Year Ended December 31, 2025
Secured contingent payment obligation, beginning of period$39,650$40,724
Change in fair value494(1,074)
Secured contingent payment obligation, end of period$40,144$39,650

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 $69.4 million and $67.4 million as of* March 31, 2026* and* December 31, 2025*, respectively. The range of potential proceeds payable to Brickell is discussed more fully in Note11.

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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 thethree months ended* March 31, 2026* and the year ended* December 31, 2025* (in thousands):

Three Months Ended March 31, 2026Year Ended December 31, 2025
Unsecured contingent payment obligations, beginning of period$6,439$5,935
Change in fair value(97)504
Unsecured contingent payment obligations, end of period$6,342$6,439

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).

11. Fair Value Measurements

The fair values of cash and cash equivalents, prepaid and other current assets, accounts payable, accrued expenses, and other current liabilities approximate their carrying values because of the short-term nature of these instruments.

Our convertible notes are recorded at face value in the unaudited condensed consolidated balance sheets as of* March 31, 2026* and* December 31, 2025*. As of* March 31, 2026* and* December 31, 2025*, the estimated fair value of our convertible notes was approximately $2.0 million and $2.8 million, respectively and would be categorized within Level2 of the fair value hierarchy.

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The following tables summarize the fair value of our contingent payment obligations measured at fair value on a recurring basis as of* March 31, 2026* and* December 31, 2025* (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)
March 31, 2026:
Liabilities:
Secured contingent payment obligation$40,144$-$-$40,144
Unsecured contingent payment obligations6,342--6,342
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, 2025:
Liabilities:
Secured contingent payment obligation$39,650$-$-$39,650
Unsecured contingent payment obligations6,439--6,439

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 17.81% and 17.79%, respectively, at* March 31, 2026*, based on risk-free rates of 3.81% and 3.79%, 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 17.55% and 17.47%, respectively, at* December 31, 2025*, based on risk-free rates of 3.55% and 3.47%, 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* March 31, 2026* and* December 31, 2025*, 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.

March 31, 2026
Secured Contingent Payment Obligation · Unsecured Contingent Payment Obligations
Unobservable Inputs · Low · Weighted Average · High · Low · Weighted Average · High
Estimated undiscounted cash outflows (in millions)$-$70.8$150.3$-$8.1$10.8
Duration (in years)0.83.84.30.81.83.3
Estimated probabilities15%21%30%15%21%30%
December 31, 2025
Secured Contingent Payment Obligation · Unsecured Contingent Payment Obligations
Unobservable Inputs · Low · Weighted Average · High · Low · Weighted Average · High
Estimated undiscounted cash outflows (in millions)$-$70.8$150.3$-$8.1$10.8
Duration (in years)0.53.74.50.51.53.0
Estimated probabilities15%21%30%15%21%30%

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 at the Patent Trial and Appeal Board of the U.S. Patent and Trademark Office (“PTAB”) in an attempt to invalidate certain of our patent claims. The majority of our litigation, including our PTAB proceedings, 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. In addition, we are currently in arbitration proceedings with a former litigation firm for disputed amounts due upon termination of that firm's engagement. We have been indemnified by our subsequent litigation firm for the costs of these proceedings.

We have a number of cases pending in the Western District of Texas. Judge Albright, the assigned district court judge in all of our cases in Texas, has announced his intent to step down from the bench at the end of summer2026. As a result, the scheduled deadlines in each of our Texas cases* may*be impacted.

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

ParkerVision v. Qualcomm currently has asecond appeal underway at the United States Court of Appeals for the Federal Circuit ("CAFC") with respect to this case. In* September 2024,the CAFC issued its opinion on thefirst* appeal of pre-trial rulings in this case, ruling in our favor on all issues and remanding the case back to district court. Upon reopening the case, the district court granted on reconsideration, a Qualcomm motion for athird claim construction briefing with respect totwo previously undisputed claim terms that were critical to the* September 2024appellate court decision. In May 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, precluded 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. The district court granted this motion in* August 2025and we immediately filed an appeal with the CAFC. The CAFC ordered an expedited schedule and oral arguments are scheduled for June 1, 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"), alleging infringement of an aggregate often of our patents. A jury trial for thefirst MediaTek action was scheduled to commence on* March 20, 2026.However, on March 16, 2026at a pretrial conference, the court postponed the trial date pending requested updates to the expert reports and related briefings. Although a new trial date hasnot* yet been determined, the parties have filed a proposed amended case schedule that includes submission of our amended expert reports by* May 8, 2026,submission of MediaTek's responsive expert reports by June 5, 2026,close of expert discovery regarding the amended reports by June 19, 2026,and final deadline for all pre-trial motions of July 31, 2026.*

Thesecond MediaTek action has been stayed pending the PTAB's final written decisions on IPRs that could impact the patents in thissecond case. The IPR decisions are expected in* May 2026.Thethird* MediaTek action currently has a trial date scheduled for* April 2027.*

ParkerVision v. Realtek (Western District of Texas)

We filedtwo patent infringement actions in the Western District of Texas against Realtek Semiconductor Corp. ("Realtek"), alleging infringement of an aggregate ofseven of our patents. One of theseven patents was dropped from the litigation in* August 2024.Thetwo* Realtek cases were scheduled for trial in* January 2026and April 2026,respectively. In December 2025,the court combined thetwo* cases into a single trial scheduled to commence* April 27, 2026,and the parties agreed to narrow the combined case to an aggregate ofthree patents. In April 2026,as a result of the amended expert reports requested inParkerVision v. MediaTek*, the court postponed the* April 27, 2026trial date. Although a new trial date hasnot* yet been determined, the parties have filed a proposed amended case schedule that includes submission of our amended expert reports by* May 21, 2026,submission of MediaTek's responsive expert reports by June 11, 2026,close of expert discovery regarding the amended reports by June 19, 2026,and final deadline for all pre-trial motions of July 27, 2026.*

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. This case was stayed in2025 pending the PTAB's final written decisions on IPRs for thethree patents in this case (seeTexas Instruments and NXP v. ParkerVision (PTAB) below).

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. This case was stayed in2025 pending the PTAB's final written decision on IPRs for thethree patents in this case (seeTexas Instruments and NXP v. ParkerVision (PTAB) below).

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MediaTek v. ParkerVision (PTAB)

MediaTek filed a petition for IPR in* May 2024againstone of the patents asserted in thesecond* MediaTek infringement action. The PTAB instituted this IPR in* November 2024and the PTAB is expected to issue its decision in May 2026.In October 2024,MediaTek filed athird* petition for IPR againstone of the patents asserted in thethird MediaTek action. The PTAB' instituted this IPR in* March 2025and on March 31, 2026,the PTAB issued its decision, ruling that the challenged claims in this petition were unpatentable. We have until June 1, 2026*to appeal the PTAB decision to the CAFC.

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 in December 2024,the PTAB granted a motion by NXP to jointwo of the IPRS that for patents asserted against NXP. In November 2025,the PTAB issued its final written decision inone* of the IPRs filed by TI, deeming our challenged patent claims to be unpatentable. We filed a request for review of this decision by the U.S. Patent and Trademark Office director and that request was denied in* March 2026.We have until May 24, 2026to appeal this PTAB decision to the CAFC. The PTAB extended its deadlines with respect to thetwo* joint TI/NXP IPRs until* May 2026.*

In addition to the actions discussed above, we have additional patent infringement actions against Qualcomm, Apple, Inc., LG, LG Electronics, and TCL that have been stayed pending the outcomes of other active cases. We also have an ongoing arbitration with the law firm of Goldberg Segalla, LLP over Goldberg claims for contingency fees, disbursements and other advances. There have beenno material changes to these outstanding legal proceedings during the quarter ended* March 31, 2026.*

13. Stock Authorization and Issuance

Stock Issuances

Debt Exchange

On* March**13,* 2026, we entered into exchange agreements with certain holders of our outstanding convertible promissory notes that had a fixed conversion price of $0.25 per share and matured in* March 2026.Pursuant to the agreements, the holders agreed to exchange the outstanding principal amount of the notes held by them, together with accrued and unpaid interest thereon through the closing date of the exchange, for unregistered shares of our common stock at an exchange price of $0.21 per share. In connection with the exchange, we issued an aggregate of approximately 3.3 million shares of common stock to the holders in exchange for the cancellation of notes having an aggregate outstanding principal and unpaid interest of approximately $0.7 million (see Note9*). We recognized a loss of approximately $0.1 million as a result of the debt extinguishment.

Shelf Registration and Registered Direct Offerings

In* May 2025,we filed a shelf registration statement ("Shelf") for the offering of various securities, up to $25.0 million. The Shelf, which was declared effective May 25, 2025,was intended to provide flexibility for our future capital needs and to fund working capital, capital expenditures, vendor purchases, and other capital needs. During the year ended December 31, 2025,we sold an aggregate of 21.2 million shares of common stock under the Shelf for gross proceeds of $4.5 million. Upon filing our2025* Annual Report, weno longer satisfied the market capitalization eligibility requirements of the Shelf and therefore it canno longer be utilized for our future capital needs.

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Common Stock Warrants

During thethree months ended* March 31, 2026*,1.8 million warrants, with a weighted average exercise price of $1.67 per share, expired unexercised. As of* March 31, 2026*, we had remaining outstanding warrants for the purchase of up to 2.5 million shares of our common stock with a weighted average exercise price of $0.60 per share and a weighted average remaining life of approximately 3.1 years. These warrants have an estimated grant date fair value of $1.2 million which is included in additional paid-in capital in our unaudited condensed consolidated balance sheets.

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 our2025 Annual Report.

On* January 22, 2026,our compensation committee approved grants, under our2019* Long-term Incentive Plan (the*"2019* Plan"), of nonqualified performance-based stock options to the CEO, CFO, and a key employee for the purchase of an aggregate of 9.0 million shares. The options have afive-year performance period, with quarterly measurement dates, and expireten years from the date of grant. Vested options are exercisable at a price of $0.24 per share, which was the last sale price of our common stock on the date of grant. The performance conditions for vesting of these options are based on cumulative net cash received by the company from its patent enforcement actions, after deduction of all attorney contingency fees and contractual repayments of contingent payment obligations tothird parties. The aggregate grant-date fair value of the performance-based awards is approximately $2.2 million which is amortized to share-based compensation expense over the performance period based on the probability of the performance condition being met which is assessed at each interim reporting period. Upon forfeiture of performance-based options, any previously recognized share-based compensation expense is reversed.

The compensation committee also approved grants, under the2019 Plan, of nonqualified time-based stock options to key employees, including our CFO, for the purchase of up to 1.8 million shares of our common stock at an exercise price of $0.24 per share. The time-based options vest infour equal biannual installments over atwo-year period beginning* July 22, 2026,and expire five years from the date of grant. In addition, each of our non-employee directors were awarded 370,000 nonqualified stock options with an exercise price of $0.24 per share for2026* director compensation. The director awards vest intwo bi-annual installments beginning* July 22, 2026.*

For thethree months ended* March 31, 2026and2025*, we recognized share-based compensation expense of approximately $0.2 million and $0.1 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* March 31, 2026*, there was $1.6 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 3.5 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 months ended* March 31, 2026and2025* is as follows (in thousands):

Three Months Ended March 31,
20262025
Licensing gross margin$(36)$(54)
Interest income2932
Cash expenses:
Personnel related expenses432412
Litigation & legal expenses42167
Third-party consulting expenses75146
Patent maintenance expenses619
Non-cash expenses:
Share-based compensation165122
In-kind interest expense5770
Loss on debt extinguishment131-
Change in fair value of contingent payment obligations3972,461
Other segment items 1241380
Net loss$(1,553)$(3,799)

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* March 31, 2026* and* December 31, 2025*.

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