PARKERVISION INC

Previous wording

We believe that it is important to communicate our future expectations to our shareholders and to the public. This Quarterly Report contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including, in particular, statements about our future plans, objectives, and expectations contained in this Item. When used in this Quarterly Report and in future filings by us with the Securities and Exchange Commission (“SEC”), the words or phrases “expects”, “will likely result”, “will continue”, “is anticipated”, “estimated” or similar expressions are intended to identify “forward-looking statements.” Readers are cautioned not to place undue reliance on such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those presently anticipated or projected, including the risks and uncertainties identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”) and in this Item 2 of Part I of this Quarterly Report. Examples of such risks and uncertainties include general economic and business conditions, competition, unexpected changes in technologies and technological advances, reliance on our intellectual property, the outcome of our intellectual property litigation and the ability to obtain adequate financing in the future. We have no obligation to publicly release the results of any revisions which may be made to any forward-looking statements to reflect anticipated events or circumstances occurring after the date of such statements.

Current wording

We believe that it is important to communicate our future expectations to our shareholders and to the public. This Quarterly Report contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including, in particular, statements about our future plans, objectives, and expectations contained in this Item. When used in this Quarterly Report and in future filings by us with the Securities and Exchange Commission (“SEC”), the words or phrases “expects”, “will likely result”, “will continue”, “is anticipated”, “estimated” or similar expressions are intended to identify “forward-looking statements.” Readers are cautioned not to place undue reliance on such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those presently anticipated or projected, including the risks and uncertainties identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”) and in this Item 2 of Part I of this Quarterly Report. Examples of such risks and uncertainties include general economic and business conditions, competition, unexpected changes in technologies and technological advances, reliance on our intellectual property, the outcome of our intellectual property litigation and the ability to obtain adequate financing in the future. Except as required by law, we have no obligation to publicly release the results of any revisions which may be made to any forward-looking statements to reflect anticipated events or circumstances occurring after the date of such statements.

Previous wording

The patent infringement trials against MediaTek and Realtek, scheduled to commence in March 2026 and April 2026, respectively, were postponed by the district court pending updates to the expert reports and related briefings. We have submitted our supplemental expert reports to the court. The district court judge originally assigned to these cases announced his intent to step down at the end of summer 2026. The Realtek case has been reassigned to a new judge and we anticipate the MediaTek case, as well as our other pending Texas cases, will also be reassigned. We do not yet have revised case schedules for these cases. See Note 12 to our unaudited condensed consolidated financial statements for a complete update on our legal proceedings.

Current wording

The patent infringement trials against MediaTek and Realtek, scheduled to commence in March 2026 and April 2026, respectively, were postponed by the district court pending updates to the expert reports and related briefings. The supplemental expert reports have been refiled in both cases. The district court judge originally assigned to these cases left the bench in August 2026. The Realtek case has been reassigned to a new judge and we are awaiting reassignment of the MediaTek case, as well as our other pending Texas cases. We do not yet have revised case schedules for these cases. See Note 12 to our unaudited condensed consolidated financial statements for a complete update on our legal proceedings.

Previous wording

We used cash for operations of approximately $1.7 million and $3.0 million for the six months ended June 30, 2026 and 2025, respectively. The decrease in cash used for operations from 2025 to 2026 is primarily due to bonus payments in 2025 and decreases in legal, accounting and other third-party professional fees for services during the six months ended June 30, 2026.

Current wording

We used cash for operations of approximately $2.5 million and $4.1 million for the nine months ended September 30, 2026 and 2025, respectively. The decrease in cash used for operations from 2025 to 2026 is primarily due to bonus payments in 2025 and decreases in legal, accounting and other third-party professional fees for services during the nine months ended September 30, 2026.

Previous wording

At June 30, 2026, we had cash and cash equivalents of approximately $2.5 million and an accumulated deficit of $457.0 million. Our working capital at June 30, 2026, was $0.8 million, a decrease of approximately $1.5 million from working capital at December 31, 2025. Our current liabilities at June 30, 2026 include $1.1 million in convertible debt that matures over the next twelve months if not converted, extended under the terms of the note, or otherwise modified. 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 may receive 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 of one year following the issue date of these unaudited condensed consolidated financial statements.

Current wording

At September 30, 2026, we had cash and cash equivalents of approximately $1.6 million and an accumulated deficit of $456.1 million. We had a working capital deficit at September 30, 2026, of $0.8 million, a decrease of approximately $3.0 million from working capital at December 31, 2025. Our current liabilities at September 30, 2026 include $1.7 million in convertible debt that matures over the next twelve months if not converted, extended under the terms of the note, or otherwise modified. 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 may receive 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 of one year following the issue date of these unaudited condensed consolidated financial statements.

Previous wording

Our convertible notes have conversion prices that are near the market price of our common stock as of June 30, 2026. 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 holders and there can be no assurance with respect to the holders' behavior. Even with the anticipated conversions or extensions of our convertible debt, our current capital resources are not sufficient to meet our liquidity needs for the next twelve months and we may be required to seek additional capital. Our ability to meet our liquidity needs for the next twelve 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. We expect that proceeds received by us from patent enforcement actions and technology licenses over the next twelve months may not alone be sufficient to cover our working capital requirements.

Current wording

Our convertible notes have conversion prices that are at or above the market price of our common stock as of September 30, 2026. 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 holders and there can be no assurance with respect to the holders' behavior. Even with the anticipated conversions or extensions of our convertible debt, our current capital resources are not sufficient to meet our liquidity needs for the next twelve months and we may be required to seek additional capital. Our existing shelf registration statement is unavailable for future securities offerings (see Note 13). Our ability to meet our liquidity needs for the next twelve 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. We expect that proceeds received by us from patent enforcement actions and technology licenses over the next twelve months may not alone be sufficient to cover our working capital requirements.

Previous wording

Results of Operations for the Three and Six Months Ended June 30, 2026 and 2025

Current wording

Results of Operations for the Three and Nine Months Ended September 30, 2026 and 2025

Previous wording

We reported no licensing revenue for the three and six months ended June 30, 2026 and 2025. Cost of sales for the three and six months ended June 30, 2026 and 2025 consists of amortization expense related to the patents covered under license agreements. Revenue resulting from our patent enforcement actions is highly unpredictable with respect to the amount and timing of receipt, and there can be no assurance that we will achieve our anticipated results.

Current wording

We reported no licensing revenue for the three and nine months ended September 30, 2026 and 2025. Cost of sales for the three and nine months ended September 30, 2026 and 2025 consists of amortization expense related to the patents covered under license agreements. Revenue resulting from our patent enforcement actions is highly unpredictable with respect to the amount and timing of receipt, and there can be no assurance that we will achieve our anticipated results.

Previous wording

Our selling, general and administrative expenses decreased by $2.3 million, or 60.6%, during the three months ended June 30, 2026 when compared to the same period in 2025. This is primarily the result of a $1.9 million decrease in total share-based compensation and a $0.3 million decrease in outside professional fees, including litigation related costs.

Current wording

Our selling, general and administrative expenses decreased by $0.4 million, or 27.8%, during the three months ended September 30, 2026 when compared to the same period in 2025. This is primarily the result of a $0.2 million decrease in total share-based compensation and a $0.2 million decrease in third-party consulting fees. The decrease in share-based compensation expense and third-party consulting fees for the three months ended September 30, 2026 is primarily the result of expiration or termination of contracts with certain third-party consultants, certain of whom received share-based compensation for their services.

Previous wording

The decrease in share-based compensation expense for the three and six months ended June 30, 2026 is primarily the result of one-time, non-cash charges recognized upon the modifications of previously issued option awards as discussed in Note 14 in the unaudited condensed consolidated financial statements. The decrease in outside professional fees for the three and six months ended June 30, 2026 is a result of decreased expenditures related to our social media and public awareness campaign, business and financial advisory services, and litigation costs primarily related to a petition for a writ of certiorari we filed with the Supreme Court in 2025.

Current wording

Our selling, general and administrative expenses decreased by $3.0 million, or 46.0%, during the nine months ended September 30, 2026 when compared to the same period in 2025. This is primarily the result of a $2.1 million decrease in total share-based compensation and a $0.9 million decrease in outside professional fees, including third-party consulting, public relations and litigation related costs. The decrease in share-based compensation for the nine months ended September 30, 2026 primarily reflects lower one-time, non-cash charges recognized upon the modifications of previously issued option awards as discussed in Note 14 in the unaudited condensed consolidated financial statements. The decrease in outside professional fees for the nine months ended September 30, 2026 is a result of decreased expenditures related to our social media and public awareness campaign, business and financial advisory services, and litigation costs primarily related to a petition for a writ of certiorari we filed with the Supreme Court in 2025.

Previous wording

We have elected to measure our secured and unsecured contingent payment obligations at fair value which is based on significant unobservable inputs. We estimated the fair value of our secured and unsecured contingent payment obligations using a probability-weighted income approach based on the estimated present value of projected future cash outflows using a risk-adjusted discount rate. Increases or decreases in the significant unobservable inputs could result in significant increases or decreases in fair value. The changes in fair value for the three and six months ended June 30, 2026 were primarily the result of changes in the estimated amount and timing of projected future cash outflows due to changes in the status of our patent infringement cases, increases in accrued interest on our secured contingent payment obligation, and changes in the risk-free rates of return used in the calculation of present value.

Current wording

We have elected to measure our secured and unsecured contingent payment obligations at fair value which is based on significant unobservable inputs. We estimated the fair value of our secured and unsecured contingent payment obligations using a probability-weighted income approach based on the estimated present value of projected future cash outflows using a risk-adjusted discount rate. Increases or decreases in the significant unobservable inputs could result in significant increases or decreases in fair value. The changes in fair value for the three and nine months ended September 30, 2026 were primarily the result of changes in the estimated amount and timing of projected future cash outflows due to changes in the status of our patent infringement cases, including the bifurcation of the Qualcomm cases, as well as increases in accrued interest on our secured contingent payment obligation and changes in the risk-free rates of return used in the calculation of present value. Noncash fair value gains were $2.1 million and $3.4 million, respectively, for the three and nine months ended September 30, 2026, versus fair value losses of $0.4 million and $0.5 million, respectively for the corresponding periods in 2025.

Previous wording

As of June 30, 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 2.9 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.

Current wording

As of September 30, 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 2.6 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.

Previous wording

There have been no changes in accounting policies from those stated in our 2025 Annual Report. We do not 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.

Current wording

Except for the adoption of ASU 2024-04 discussed in Note 4, there have been no changes in accounting policies from those stated in our 2025 Annual Report. We do not 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.