Supplemental Prospectus (Form 424B3)

Filed pursuant to Rule 424(b)(3)

Registration No. 333-230888

PROSPECTUS SUPPLEMENT No. 77

(to Prospectus dated April 19, 2019)

PARKERVISION, INC.

17,189,660 Shares of Common Stock

This Prospectus Supplement relates to the prospectus dated April 19, 2019, as amended and supplemented from time to time (the "Prospectus") which permits the resale by the selling stockholders listed in the Prospectus of up to 17,189,660 shares of our common stock, par value $0.01 per share ("Common Stock") including:

(i) an aggregate of 1,273,540 shares of our Common Stock, consisting of 923,540 shares of Common Stock sold by us in a private placement consummated on July 6, 2016 and up to 350,000 shares of Common Stock issuable upon exercise of a warrant sold by us on May 27, 2016, with an exercise price of $2.00 per share and a term of five years ("2016 Warrant"); such shares were previously registered on Form S-3 which was declared effective on August 2, 2016 (File No. 333-212670) (the "Resale Registration Statement");

(ii) up to 10,000,000 shares of Common Stock by Aspire Capital Fund, LLC ("Aspire Capital") issued and issuable by us in accordance with a securities purchase agreement dated July 26, 2018 ("PIPE Agreement"); such shares were previously registered pursuant to the registrant's registration statement on Form S-1 along with a pre-effective amendment, which was declared effective on September 10, 2018 (File No. 333-226738) (the "Aspire Resale Registration Statement"); and

(iii) an aggregate of 5,916,120 shares of common stock issuable upon conversion of, and for the payment of interest from time to time at our option for, convertible promissory notes issued September 10, 2018, which have a fixed conversion price of $0.40 per share ("First 2018 Notes") and a convertible promissory note issued September 19, 2018, which has a fixed conversion price of $0.57 per share ("Second 2018 Note" and together with the First 2018 Notes, the "2018 Notes"); such shares were previously registered pursuant to the registrant's registration statement on Form S-1 which was declared effective on November 13, 2018 (File No. 333-228184) (the "Conversion Share Resale Registration Statement").

We will not receive proceeds from the sale of the shares of Common Stock by the selling stockholders. To the extent the 2016 Warrant is exercised for cash, we will receive up to an aggregate of $700,000 in gross proceeds. Additionally, we may receive up to an additional $1,763,500 in proceeds from the sale of our Common Stock or the exercise of warrants issued to Aspire Capital under the PIPE Agreement. We expect to use proceeds received from the exercise of warrants, if any, to fund our patent enforcement actions and for other working capital and general corporate purposes.

This Prospectus Supplement is being filed to update and supplement the information previously included in the Prospectus with the information contained in our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 12, 2025. Accordingly, we have attached the 10-Q to this prospectus supplement. You should read this prospectus supplement together with the prospectus, which is to be delivered with this prospectus supplement.

Any statement contained in the Prospectus shall be deemed to be modified or superseded to the extent that information in this Prospectus Supplement modifies or supersedes such statement. Any statement that is modified or superseded shall not be deemed to constitute a part of the Prospectus except as modified or superseded by this Prospectus Supplement.

This Prospectus Supplement should be read in conjunction with, and may not be delivered or utilized without, the Prospectus.

Our Common Stock is listed on the OTCQB Venture Capital Market under the ticker symbol "PRKR."

Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 6 of the Prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the SEC nor any such authority has approved or disapproved these securities or determined whether this Prospectus or Prospectus Supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is November 12, 2025.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended September 30, 2025

For the transition period from ____________to____________

Commission file number 000-22904

PARKERVISION, INC.

(Exact name of registrant as specified in its charter)

4446-1A Hendricks Avenue, Suite 354

Jacksonville, Florida 32207

(Address of principal executive offices)

(904) 732-6100

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such file). Yes ☒ No ☐ .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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:

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 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 ☒

As of November 7, 2025, 121,424,398 shares of the issuer's common stock, $.01 par value, were outstanding.

TABLE OF CONTENTS

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 the nine months ended September 30, 2025, we incurred a net loss of approximately $7.4 million and incurred negative cash flows from operations of approximately $4.1 million. At September 30, 2025, we had cash and cash equivalents of approximately $0.9 million and an accumulated deficit of approximately $455.6 million. At September 30, 2025, we had $2.9 million in current liabilities, including approximately $1.6 million in convertible debt that matures over the next twelve months. In addition, a significant amount of future proceeds that we may receive from our patent enforcement and licensing programs will first 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.

The timing and amount of proceeds from our patent enforcement actions are difficult to predict and there can be no assurance we will receive any proceeds from these enforcement actions. Refer to Note 12 for a complete discussion of our patent enforcement proceedings. We expect that proceeds received by us from patent enforcement actions and technology licenses over the next twelve 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 be no 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 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.

In May 2025, we filed a shelf registration statement ("Shelf") on Form S-3 that allows us to offer and sell, from time-to-time, up to $25 million of common stock, warrants, or any combination thereof. The Shelf is intended to provide us flexibility to registered sales of securities, subject to market conditions and market capitalization limitations, in order to fund our future capital needs. The terms of any future offering under the Shelf will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC. Any sale of securities under the Shelf will not exceed one-third of our public float in any 12-month period so long as our public float remains below $75 million. To date, we have not offered any securities under this Shelf.

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 do not 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 the three and nine month periods ended September 30, 2025 were prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Operating results for the nine months ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, or future years. All normal and recurring adjustments which, in the opinion of management, are necessary for a fair statement of the consolidated financial condition and results of operations have been included.

The year-end condensed consolidated balance sheet data was derived from audited financial statements for the year ended December 31, 2024. Certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with GAAP have been omitted from these unaudited interim condensed consolidated financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with our latest Annual Report on Form 10-K for the year ended December 31, 2024 ("2024 Annual Report"). Certain reclassifications have been made to prior period amounts to conform to the current period presentation.

4. Accounting Policies

There have been no changes in accounting policies from those stated in our 2024 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.

5. Revenue

We have an active monitoring and enforcement program with respect to our intellectual property rights that includes seeking appropriate compensation from third 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 the nine months ended September 30, 2025 and 2024.

6. Loss per Common Share

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

We have shares underlying outstanding options, restricted stock units ("RSUs"), warrants, and convertible notes that were excluded from the computation of diluted loss per share as their effect would have been anti-dilutive. These anti-dilutive common share equivalents at September 30, 2025 and 2024 were as follows (in thousands):

7. Intangible and Other Assets, net

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

8. Related Party Note Payable

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

9. Convertible Notes

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

We recognized interest expense on our convertible debt of approximately $0.1 million for each of the three months ended September 30, 2025 and 2024. We recognized interest expense on our convertible debt of approximately $0.2 million and $0.3 million for the nine months ended September 30, 2025 and 2024, respectively. During each of the three months ended September 30, 2025 and 2024, we elected to pay approximately $0.1 million of interest in shares of our common stock and issued approximately 0.2 million shares and 0.7 million shares, respectively, of our common stock as interest-in-kind payments. During the nine months ended September 30, 2025 and 2024, we elected to pay $0.2 million and $0.3 million, respectively, of interest in shares of our common stock and issued approximately 0.6 million shares and 1.7 million shares, respectively, of our common stock as interest-in-kind payments.

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

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

We have no convertible notes payable to related parties at September 30, 2025. At December 31, 2024, we had convertible notes payable to related parties with a face value of $0.2 million. These notes were issued between May and August 2022, had a fixed conversion price of $0.13, accrued interest at 8.0% interest per annum, and matured between May 10, 2027 and August 3, 2027.

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 the nine months ended September 30, 2025 and the year ended December 31, 2024 (in thousands):

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 Brickell one hundred percent (100%) of the first $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 to zero 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, but not 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 extent not 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 Note 11). The secured contingent payment obligation is remeasured to fair value at each reporting period with changes recorded in the unaudited condensed consolidated statements of comprehensive loss until the contingency is resolved.

The underlying carrying value of the Note, which includes the Face Value plus accrued interest, was approximately $65.3 million and $59.2 million as of September 30, 2025 and December 31, 2024, respectively. The range of potential proceeds payable to Brickell is discussed more fully in Note 11. As of September 30, 2025, we are in compliance with our obligations under the Note and the PPFPA.

Unsecured Contingent Payment Obligations

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

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 Note 11).

11. Fair Value Measurements

Our convertible notes are recorded at face value in the unaudited condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024. As of September 30, 2025 and December 31, 2024, the estimated fair value of our convertible notes was approximately $2.7 million and $2.8 million, respectively and would be categorized within Level 2 of the fair value hierarchy.

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

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

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

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 Level 3 inputs could result in a significantly higher or lower fair value measurement.

12. Commitments and Contingencies

Legal Proceedings

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

The majority of our litigation is being paid for through contingency fee arrangements with our litigation counsel as well as third-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 our third-party litigation funder.

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

On September 6, 2024, the U.S. Court of Appeals for the Federal Circuit ("CAFC") issued its opinion, ruling in our favor on each of the issues we appealed and remanding the case back to the Middle District of Florida (Orlando Division) where the case was reopened. The CAFC appeal was filed following several March 2022 district court rulings on pre-trial motions in our patent infringement case against Qualcomm, a case that was originally filed in May 2014. The district court granted Qualcomm motions to strike and exclude our technical expert report, essentially precluding the support of infringement testimony at trial and also issued an order granting Qualcomm's motion for summary judgment ruling that Qualcomm did not infringe the remaining three patents in the case. We appealed these rulings to the CAFC, oral arguments were heard in November 2023, and the appellate court issued its decision on September 6, 2024.

In December 2024, the district court held a status conference for the reopened case. The court denied a motion by Qualcomm for a third claim construction hearing and also denied our motion to substitute our infringement and validity expert due to medical incapacity. Both parties filed motions for reconsideration on their respective motions. In April 2025, the district court granted on reconsideration, the Qualcomm motion for a third claim construction briefing on two previously undisputed claim terms that were critical to the 2024 appellate court decision. On May 30, 2025, following briefings by both parties, the district court issued a claim construction order adopting Qualcomm's proposed constructions for the two claim terms. This decision, in essence, precludes us, once again, from asserting our receiver claims in the case. In June 2025, we filed a Rule 54(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 potentially two separate trials. In August 2025, the court denied our reconsideration motion to substitute our expert, and on October 2, 2025, the court granted our Rule 54(b) motion. We immediately filed an appeal with the CAFC, requesting an expedited schedule. On October 22, 2025, the CAFC granted our motion to expedite. Based on the CAFC order, briefings by both parties are to be completed by February 2026 and oral arguments will be scheduled by the court at the first available date thereafter. On October 23, 2025, Qualcomm filed a motion with the CAFC, which we have opposed, to dismiss the appeal for lack of jurisdiction. Qualcomm also claims that their motion to dismiss suspends the court's expedited schedule. We have asked the court to confirm that the expedited schedule remains in effect.

ParkerVision v. Realtek (Western District of Texas)

We filed two patent infringement actions in the Western District of Texas against Realtek Semiconductor Corp. ("Realtek"), the first in 2022 and a second in 2023, alleging infringement of an aggregate of seven of our patents. One of the seven patents was dropped from the litigation in August 2024. A claim construction hearing was held in January 2024 in the first Realtek action and the court adopted the majority of our claim constructions. A jury trial for the first Realtek action was originally scheduled for July 2025, but was rescheduled for January 2026 due to ongoing discovery disputes. A claim construction hearing was held in June 2024 in the second Realtek action, and in November 2024, the court issued its claim construction order, ruling in our favor on the majority of the claim terms The trial for the second Realtek action has been rescheduled for April 2026.

ParkerVision v. MediaTek (Western District of Texas)

We filed three patent infringement actions in the Western District of Texas against MediaTek Inc. and MediaTek USA Inc. (collectively, "MediaTek"), the first in 2022 and two additional cases in 2023, alleging infringement of an aggregate of ten of our patents. One of the patents was dropped from the first MediaTek case in 2024 and MediaTek likewise terminated an inter partes review ("IPR") petition it had initiated against the same patent. A claim construction hearing was held in January 2024 in the first MediaTek action and the court adopted the majority of our claim constructions. A jury trial for the first MediaTek action has been rescheduled for March 2026. A claim construction hearing was held in June 2024 in the second MediaTek action, and, in January 2025, the court adopted the majority of our claim constructions. The trial for the second MediaTek action was initially scheduled for November 2026. In July 2025, the parties jointly agreed to stay the second MediaTek case pending the PTAB's final written decision on IPRs that could impact the patents in this second case. The IPR decisions are expected in November 2025. The third MediaTek action has a trial date scheduled for April 2027. A claim construction hearing was held in this third case in June 2025, although the court has not yet issued its final claim construction order.

ParkerVision v. Texas Instruments (Western District of Texas)

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

ParkerVision v. NXP Semiconductors (Western District of Texas)

We filed a patent infringement action in the Western District of Texas against NXP Semiconductors ("NXP") in 2023, alleging infringement of three of our patents. A claim construction hearing was held in June 2024, and the court issued its final claim construction order in January 2025. The trial was scheduled for February 2026; however in May 2025, the court granted NXP's motion to stay all deadlines in the case pending the PTAB's final written decision on IPRs for the three patents in this case. The PTAB decision is expected in November 2025.

MediaTek v. ParkerVision (PTAB)

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

Texas Instruments and NXP v. ParkerVision (PTAB)

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

Realtek v. ParkerVision (PTAB)

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

13. Stock Authorization and Issuance

Stock Issuances

Private Placements

In December 2024, we entered into securities purchase agreements with accredited investors for the sale of 10,000,000 shares of our common stock and 2,000,000 warrants at a price of $0.50 per share for aggregate gross proceeds of $5.0 million. The warrants are exercisable for a period of five years at an exercise price of $0.50 per share and have an estimated fair value of approximately $0.8 million. The shares were registered for resale on a registration statement that was declared effective on April 24, 2025 (File No. 333-286486).

Common Stock Warrants

During the nine months ended September 30, 2025, 5.0 million warrants with an exercise price of $0.74 were exercised via net share exercise for no proceeds, resulting in the issuance of 1.3 million shares of our common stock. In addition, during the nine months ended September 30, 2025, 0.4 million warrants with an exercise price of $0.16 per share expired unexercised. As of September 30, 2025, we had remaining outstanding warrants for the purchase of up to 4.3 million shares of our common stock. The estimated grant date fair value of these warrants of $3.0 million is included in additional paid-in capital in our unaudited condensed consolidated balance sheets. As of September 30, 2025, our outstanding warrants have a weighted average exercise price of $1.05 per share and a weighted average remaining life of approximately 2.3 years.

14. Share-Based Compensation

There has been no 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 our 2024 Annual Report.

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

For the three months ended September 30, 2025 and 2024, we recognized share-based compensation expense of approximately $0.4 million and $0.1 million, respectively. For the nine months ended September 30, 2025 and 2024, we recognized share-based compensation expense, including expense related to the modifications of awards, of approximately $3.2 million and $0.3 million, respectively. Share-based compensation includes expense attributable to equity-based awards to employees, directors and third parties and is included in selling, general and administrative expenses in the unaudited condensed consolidated statements of comprehensive loss. As of September 30, 2025, there was $0.5 million of total unrecognized compensation cost related to all non-vested share-based compensation awards. The cost is expected to be recognized over a weighted-average remaining life of approximately 0.7 years.

15. Segment Information

Our operations constitute a single 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 the three and nine months ended September 30, 2025 and 2024 is as follows (in thousands):

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

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

16. Subsequent Events

Legal Proceedings

On October 22, 2025, the CAFC granted our motion for an expedited appeal schedule with briefings to be completed by both parties by the first quarter of 2026 and oral arguments to be scheduled at first available date thereafter. Immediately following the CAFC's order, Qualcomm filed a motion to dismiss the appeal for jurisdictional issues and claims that their motion to dismiss suspends the court's expedited schedule. We have opposed their motion to dismiss and have asked the court to confirm the expedited schedule remains in effect. See ParkerVision v. Qualcomm (Middle District of Florida-Orlando Division) - Appealed to U.S. Court of Appeals for the Federal Circuit included under "Legal Proceedings" in Note 12.

ITEM 5. Other Information.

During the three months ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities and Exchange Act of 1934) adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-rule 10b5-1 trading arrangement" as each term is defined in Item 408(a) of Regulation S-K.