insg-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM						10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 001-38358


			INSEEGO CORP.
			(Exact name of registrant as specified in its charter)


Delaware		81-3377646
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

9710 Scranton Road, Suite 200
San Diego,	California	92121
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 812-3400

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	INSG	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s common stock outstanding as of April 30, 2026, was 16,276,707.

TABLE OF CONTENTS


		Page
PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets (Unaudited)	3

	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)	4





	Condensed Consolidated Statements of Stockholders’ Deficit (Unaudited)	6

	Condensed Consolidated Statements of Cash Flows (Unaudited)	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30

Item 4.	Controls and Procedures	30

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	32

Item 1A.	Risk Factors	32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3.	Defaults Upon Senior Securities	33

Item 4.	Mine Safety Disclosures	33

Item 5.	Other Information	33

Item 6.	Exhibits	34

SIGNATURES		35

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

INSEEGO CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value, share and per share data)


	March 31, 2026		December 31, 2025
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	19,297	$	24,886
Accounts receivable, net of allowance for expected credit losses of $145 and $159, respectively	15,719		25,086
Inventories	12,541		7,726
Prepaid expenses and other current assets	5,704		6,389

Total current assets	53,261		64,087
Property, plant and equipment, net of accumulated depreciation of $29,571 and $26,063, respectively	1,308		1,087
Intangible assets, net of accumulated amortization of $34,022 and $32,336, respectively	21,873		20,676
Goodwill	3,949		3,949
Operating lease right-of-use assets	3,235		3,451
Other assets	531		557

Total assets	$	84,157	$	93,807
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	24,741	$	23,583
Accrued expenses and other current liabilities	27,397		24,856




Total current liabilities	52,138		48,439
Long-term liabilities:
Operating lease liabilities	2,649		2,910
Deferred tax liabilities, net	189		186
2029 Senior Secured Notes, net	50,415		41,611
Other long-term liabilities	4,181		4,705

Total liabilities	109,572		97,851
Commitments and contingencies (Note 9.)
Stockholders’ deficit:
Preferred stock, par value $0.001; 2,000,000 shares authorized:
Preferred stock, par value $0.001; 39,500 shares designated, no shares outstanding as of March 31, 2026, 25,000 issued and outstanding as of and December 31, 2025 (aggregate liquidation preference of $41,966 as of December 31, 2025)	—		—
Common stock, par value $0.001; 150,000,000 shares authorized, 16,228,548 and 15,388,978 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	16		15
Additional paid-in capital	871,990		903,899
Accumulated other comprehensive loss	376		403
Accumulated deficit	(897,797)		(908,361)
Total stockholders’ deficit	(25,415)		(4,044)
Total liabilities and stockholders’ deficit	$	84,157	$	93,807

See accompanying notes to condensed consolidated financial statements (unaudited).

INSEEGO CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except share and per share data)

(Unaudited)


	Three Months Ended March 31,
		2026		2025
Revenues:
Mobile solutions		$	16,688	$	17,790
Fixed wireless access solutions		5,314		1,903
Product		22,002		19,693
Software services and other		12,336		11,980
Total revenues		34,338		31,673
Cost of revenues:
Product		16,382		15,396
Software services and other		1,359		1,294
Total cost of revenues		17,741		16,690
Gross profit		16,597		14,983
Operating costs and expenses:
Research and development		5,810		4,535
Sales and marketing		5,622		3,934
General and administrative		6,937		4,490
Depreciation and amortization		1,794		2,064
Impairment of capitalized software		—		384
Total operating costs and expenses		20,163		15,407
Operating income (loss)		(3,566)		(424)
Other (expense) income:
Interest expense		(1,061)		(1,026)


Other income (expense), net		125		303
Income (loss) before income taxes		(4,502)		(1,147)
Income tax provision (benefit)		34		23
Income (loss) from continuing operations		(4,536)		(1,170)
Income (loss) from discontinued operations (net of income tax provision (benefit) of $— and $400, respectively)		—		(400)
Net income (loss)		(4,536)		(1,570)
Preferred stock dividends		—		(864)
Preferred stock exchange deemed contribution		15,100		—
Net income (loss) attributable to common stockholders		$	10,564	$	(2,434)
Per share data:
Net earnings (loss) per share
Basic
Continuing operations		$	0.66	$	(0.14)
Discontinued operations		—		(0.03)
Basic earnings (loss) per share*		$	0.66	$	(0.16)
Diluted
Continuing operations		$	0.65	$	(0.14)
Discontinued operations		—		(0.03)
Diluted earnings (loss) per share*		$	0.65	$	(0.16)
Weighted-average shares used in computation of net earnings (loss) per share
Basic		16,093,430		15,002,003
Diluted		16,356,246		15,002,003

Other comprehensive income (loss):
Foreign currency translation adjustment		(27)		6
Comprehensive loss		$	(4,563)	$	(1,564)

*Rounding may impact summation of amounts

See accompanying notes to condensed consolidated financial statements (unaudited).

INSEEGO CORP.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(In thousands)

(Unaudited)


	Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Total Stockholders’ Deficit
	Shares	Amount		Shares	Amount
Balance, December 31, 2024	25	$	—	14,991	$	15	$	892,534	$	(905,625)	$	218	$	(12,858)
Net income (loss)	—	—		—	—		—		(1,570)		—		(1,570)
Foreign currency translation adjustment	—	—		—	—		—		—		6		6
Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld	—	—		16	—		(174)		—		—		(174)



Share-based compensation	—	—		—	—		1,601		—		—		1,601

Preferred stock dividends	—	—		—	—		864		(864)		—		—
Balance, March 31, 2025	25	$	—	15,007	$	15	$	894,825	$	(908,059)	$	224	$	(12,995)

Balance, December 31, 2025	25	$	—	15,389	$	15	$	903,899	$	(908,361)	$	403	$	(4,044)
Net income (loss)	—	—		—	—		—		(4,536)		—		(4,536)
Foreign currency translation adjustment	—	—		—	—		—		—		(27)		(27)
Exercises of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan, net of taxes withheld	—	—		73	—		(420)		—		—		(420)
Share-based compensation	—	—		—	—		2,304		—		—		2,304


Preferred stock exchange	(25)	—		767	1		(33,793)		15,100		—		(18,692)

Balance, March 31, 2026	—	$	—	16,229	$	16	$	871,990	$	(897,797)	$	376	$	(25,415)

See accompanying notes to condensed consolidated financial statements (unaudited).

INSEEGO CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net income (loss)	$	(4,536)	$	(1,570)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
(Income) Loss from discontinued operations, net of tax	—		400
Depreciation and amortization	1,813		2,098


Provision for expected credit losses	(14)		14
Impairment of capitalized software	—		384
Provision for excess and obsolete inventory	312		680



Share-based compensation expense	2,304		1,601
Amortization of debt discount (premium) and debt issuance costs, net	(114)		(22)

Deferred income taxes	3		3
Non-cash operating lease expense	216		263
Other	79		—
Changes in assets and liabilities:
Accounts receivable	9,381		1,698
Inventories	(5,127)		(2,218)
Prepaid expenses and other assets	711		1,346
Accounts payable	2,056		(850)
Accrued expenses and other liabilities	(5,136)		(6,972)
Operating lease liabilities	(233)		(322)
Operating cash flows from continuing operations	1,715		(3,467)
Operating cash flows from discontinued operations	—		—
Net cash provided by (used in) operating activities	1,715		(3,467)
Cash flows from investing activities:
Purchases of property, plant and equipment	(131)		(32)

Additions to capitalized software development costs and purchases of intangible assets	(3,816)		(1,693)
Investing cash flows from continuing operations	(3,947)		(1,725)
Investing cash flows from discontinued operations	—		710
Net cash used in investing activities	(3,947)		(1,015)
Cash flows from financing activities:





Cash payments as part of preferred stock exchange	(3,334)		—


Proceeds from stock option exercises and employee stock purchase plan, net of taxes	1		42

Financing cash flows from continuing operations	(3,333)		42
Financing cash flows from discontinued operations	—		—
Net cash provided by (used in) financing activities	(3,333)		42
Effect of exchange rates on cash	(24)		(7)
Net decrease in cash and cash equivalents	(5,589)		(4,447)
Cash and cash equivalents, beginning of period	24,886		39,596
Cash and cash equivalents, end of period	$	19,297	$	35,149

Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest	$	80	$	7
Income taxes	$	(94)	$	57

Supplemental disclosures of non-cash investing and financing activities:
Capital expenditures financed through accounts payable or accrued liabilities	$	980	$	918
Fair value of common stock, debt, and cash payables issued as part of preferred stock exchange	$	23,532	$	—
Carrying value of preferred stock removed as part of preferred stock exchange	$	41,966	$	—

See accompanying notes to condensed consolidated financial statements (unaudited).

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1. Nature of Business and Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements (“Financial Statements”) have been prepared by Inseego Corp. (the “Company”, “we”, “us” or “our”) in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The Financial Statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. These Financial Statements should be read in conjunction with the audited consolidated financial statements and notes as of and for the year ended December 31, 2025, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”).

The condensed consolidated balance sheet as of December 31, 2025 was derived from the audited consolidated financial statements as of that date, but does not include all disclosures required by GAAP. In management’s opinion, the accompanying Financial Statements reflect all normal recurring adjustments necessary for their fair presentation. Other than described below, there have been no changes to the Company’s significant accounting policies described in the Form 10-K that have had a material impact on the Company’s Financial Statements. The results of operations for the interim periods presented are not necessarily indicative of results to be expected for any other interim period or for the year as a whole.

Segment Information

The Company has one reportable segment. The Company’s Chief Executive Officer (“CEO”), who is also the Chief Operating Decision Maker, does not manage any part of the Company separately, and the allocation of resources and assessment of performance are based solely on the Company’s consolidated operations and financial results.

As such, our operations constitute a single operating segment and one reportable segment. See Note 8 – Segment, Geographic, and Concentrations of Risk Information for more information.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent liabilities. Actual results could differ materially from these estimates. Estimates are assessed each period and updated to reflect current information. Significant estimates include revenue recognition, capitalized software costs, allowance for credit losses, provision for excess and obsolete inventory, accrued liabilities related to our contract manufacturers, valuation of tangible and intangible long-lived assets, valuation of goodwill, valuation of derivatives, accruals relating to litigation, income taxes and share-based compensation expense.

Reclassifications

Certain amounts recorded in the prior period consolidated financial statements have been reclassified to conform to the current period financial statement presentation. These reclassifications had no effect on previously reported operating results.

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Recently Adopted Accounting Pronouncements

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Accounting Standards Codification Topic 606: Revenue from Contracts with Customers. The practical expedient permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets. The Company adopted ASU 2025‑05 during the first quarter of 2026. The adoption of this guidance did not have an impact on the Company’s financial statements or related disclosures.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires disclosure on an annual and interim basis, in the notes to the financial statements, of disaggregated information about specific categories underlying certain income statement expense line items. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective basis. The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 updates the recognition and capitalization framework to reflect current software development practices, including iterative and agile methodologies, by removing references to "development stages". It also clarifies the criteria for capitalization, which begins when both of the following occur: (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in ASU 2025-06 are effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods, which for the Company would be the fiscal first quarter ending February 28, 2029. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In November 2025, the FASB issued ASU No. 2025‑09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. This ASU provides targeted amendments to improve and clarify the application of hedge accounting and better align hedge accounting results with an entity’s risk management activities. The guidance is effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods, with early adoption permitted. The amendments are required to be applied prospectively. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

Note 2. Financial Statement Details

Inventories

Inventories consist of the following (in thousands):


	March 31, 2026		December 31, 2025
Finished goods	$	12,541	$	7,726
Raw materials and components	—		—
Total inventories	$	12,541	$	7,726

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Prepaid expenses and other

Prepaid expenses and other consists of the following (in thousands):


	March 31, 2026		December 31, 2025

Rebate receivables	$	2,085	$	2,608
Receivables from contract manufacturers	912		1,494




Other	2,707		2,287
Total prepaid expenses and other	$	5,704	$	6,389

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	March 31, 2026		December 31, 2025
Deferred revenue	$	4,640	$	6,168
Payroll and related expenses	4,949		6,796
Accrued contract manufacturing liabilities	4,155		5,874
Cash payable for preferred stock exchange	6,479		—
Operating lease liabilities	996		968
Royalties	629		884
Accrued interest	1,991		914





Other	3,558		3,252
Total accrued expenses and other current liabilities	$	27,397	$	24,856

Other long-term liabilities

Other long-term liabilities consist of the following (in thousands):


	March 31, 2026		December 31, 2025
Long-term deferred revenue	$	4,034	$	4,558

Other	147		147
Total other long-term liabilities	$	4,181	$	4,705

As of March 31, 2026, of the $4.0 million long-term deferred revenue balance, $3.8 million relates to performance obligations expected to be satisfied between one and two years, and $0.3 million relates to performance obligations expected to be satisfied between two and three years from March 31, 2026.

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 3. Fair Value Measurements

The following table sets forth the fair value of the financial assets and liabilities measured on a recurring basis and indicates the fair value hierarchy utilized to determine such fair value (in thousands):


	March 31, 2026
	Total	Level 1	Level 2	Level 3
Assets:
Cash equivalents:
Money market funds	13,624	13,624	—	—

Total cash equivalents	13,624	13,624	—	—


	December 31, 2025
	Total	Level 1	Level 2	Level 3
Assets:
Cash equivalents:
Money market funds	17,737	17,737	—	—
Certificates of deposit	—	—	—	—
Total cash equivalents	17,737	17,737	—	—

No transfers between levels occurred during the three or three months ended March 31, 2026 or March 31, 2025.

The Company also had an interest make-whole payment derivative liability on its 2025 Convertible Notes (as defined in Note 4 – Debt) that was measured at fair value on a recurring basis prior to the maturity and full repayment of the 2025 Convertible Notes on May 1, 2025. The interest make-whole payment derivative liability was a Level 3 instrument and was valued using a Monte Carlo model.

During the three months ended March 31, 2025, there were no conversions of the 2025 Convertible Notes into shares of the Company’s common stock. There were also no changes in the fair value of the interest make-whole liability during the three months ended March 31, 2025.

Other Financial Instruments

The carrying values of the Company’s other financial assets and liabilities approximate their fair values because of their short-term nature, with the exception of the 2029 Senior Secured Notes (as defined in Note 4 – Debt) and 2025 Convertible Notes. The 2029 Senior Secured Notes and 2025 Convertible Notes are carried at amortized cost, and the 2025 Convertible notes were adjusted for changes in fair value of the embedded interest make-whole payment derivative.

As detailed in Note 7 – Stockholders' Equity (Deficit) below, the additional $8.0 million in 2029 Senior Secured Notes principal and $10.0 million cash payable issued during the three months ended March 31, 2026 as part of the Preferred Stock Exchange Agreement were initially recorded upon issuance at fair value, which were $8.9 million and $9.7 million, respectively. The fair value of both the additional 2029 Senior Secured Notes principal and cash payable were determined based on a discounted cash flow model, which represents a Level 3 measurement. The fair value of the additional 2029 Senior Secured Notes principal was estimated using probability-weighted scenarios which include assumptions that are highly subjective and required judgment regarding significant matters, such as the timing of redemption, amount and timing of future cash flows and an adjusted market yield of 5.29%. The fair value of the cash payable was estimated using an adjusted market yield of 4.91%. The use of different assumptions could have a material effect on the fair value estimates.

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 4. Debt

Working Capital Facility

On August 5, 2025, the Company entered into a Credit and Security Agreement (the “Working Capital Facility Agreement”) with BMO Bank N.A. (“BMO”) that provides up to a maximum $15.0 million secured asset-backed revolving credit facility (the “Working Capital Facility”). The facility matures on August 5, 2028 and contains certain financial and non-financial covenants. The Company was in compliance with all covenants under the Working Capital Facility Agreement as of March 31, 2026.

Obligations under the Working Capital Facility are secured by a continuing security interest in substantially all property of Inseego Corp. and certain of its subsidiaries, subject to customary exclusions. Availability under the Working Capital Facility is determined monthly as the excess of a borrowing base (“Borrowing Base”), comprised of a percentage of eligible accounts receivable and eligible inventory, over the total loans outstanding under the Working Capital Facility. If the aggregate outstanding amount of the Working Capital Facility exceeds the Borrowing Base at any time, the excess amount shall be payable on demand by BMO.

Priority of the obligations of the Company with respect to the Working Capital Facility is senior to the priority of the obligations of the Company with respect to the 2029 Senior Secured Notes on the assets of the Company which constitute current assets and junior to the priority to the obligations of the company with respect to the 2029 Senior Secured Notes on the assets of which company which are not current assets, as set forth in the Working Capital Facility Agreement. The Working Capital Facility contains customary events of default, including a cross-default and cross-payment default for certain indebtedness in an aggregate principal amount in excess of $1.0 million and a cross-default for certain termination events under Swap Contracts with a termination value (determined in accordance with the terms of the Working Capital Facility Agreement) in excess of $1.0 million, as set forth in the Working Capital Facility Agreement.

Loans made under the Working Capital Facility bear interest at a Term Secured Overnight Financing Rate (“SOFR”), as defined in the Working Capital Facility Agreement, plus an applicable margin ranging from 1.00-2.50%, subject to certain exceptions. Interest on loans made under the Working Capital Facility are paid in cash, in arrears, on a semi-annual basis.

As of March 31, 2026 and December 31, 2025, there were no outstanding borrowings and availability to borrow under the Working Capital Facility was $14.5 million.

2029 Senior Secured Notes

On November 6, 2024, the Company issued to multiple noteholders approximately $40.9 million in principal amount of new senior secured notes due in 2029 (the “2029 Senior Secured Notes”). The 2029 Senior Secured Notes bear interest at 9.0% per annum, to be paid in cash, in arrears, on a semi-annual basis, and have a maturity date of May 1, 2029. The Company may, subject to certain provisions, issue additional principal amounts of the 2029 Senior Secured Notes with the same terms as the notes issued on November 6, 2024, with the exception of the first date on which interest expense begins to accrue.

The 2029 Senior Secured Notes are secured by a first priority lien on substantially all of the Company’s assets. The Company may redeem all or part of the 2029 Senior Secured Notes at any time prior to May 1, 2029 at a redemption price equal to 100% of the principal amount of the 2029 Senior Secured Notes to be redeemed, plus the present value of the sum of all required interest payments from such redemption date through May 1, 2029 at such redemption date, plus accrued and unpaid interest on such 2029 Senior Secured Notes to, but excluding, the redemption date.

On January 14, 2026, as part of the exchange of its outstanding preferred stock, which is discussed in further detail in Note 7 – Stockholders' Equity (Deficit), the Company issued an additional $8.0 million in principal amount of 2029 Senior Secured Notes.

As of March 31, 2026, $48.9 million of principal of the 2029 Senior Secured Notes was outstanding, $31.8 million of which was held by related parties.

INSEEGO CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The 2029 Senior Secured Notes, net consists of the following (in thousands):


	March 31, 2026		December 31, 2025
Principal gross amount	$	48,879	$	40,879
Add: unamortized debt premium	2,032		1,247
Less: unamortized issuance costs	(496)		(515)
Net carrying amount	$	50,415	$	41,611

2025 Convertible Notes

In 2020, the Company completed both a registered public offering and a privately negotiated exchange agreement that resulted in the issuance of 3.25% convertible senior notes due in 2025 (the “2025 Convertible Notes”).

The 2025 Convertible Notes matured on May 1, 2025. The 2025 Convertible Notes were senior unsecured obligations of the Company and bore interest at an annual rate of 3.25%, which was payable semi-annually in arrears on May 1 and November 1 of each year.

The 2025 Convertible Notes matured on May 1, 2025, at which time all outstanding principal of $14.9 million and related accrued interest was repaid.

Interest Expense, Summary

The following table sets forth total interest expense, annualized effective interest rate, and interest expense related to related parties, if applicable, for each of the debt instruments detailed above (in thousands):


	Three Months Ended March 31,
		2026		2025
2029 Senior Secured Notes
Contractual interest expense		$	1,072	$	920
Amortization of debt issuance costs		40		38
Amortization of debt discount/(premium)		(154)		(93)
Total interest expense		$	958	$	865
Related party interest expense		$	672	$	672

Working Capital Facility
Contractual interest expense		9		—
Amortization of debt issuance costs		14		—
Total interest expense		$	23	$	—

2025 Con

SEC Form 10-Q filed by Inseego Corp.