UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 28, 2025

 

INSEEGO CORP.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware		001-38358		81-3377646
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

9710 Scranton Road, Suite 200

San Diego, California 92121

(Address of principal executive offices) (Zip Code)

 

(858) 812-3400

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On October 28, 2025, the board of directors (the “Board”) of Inseego Corp. (the “Company”) approved an increase in the size of the Board from six to eight members, and appointed Stephen Bye and Nabil Bukhari as non-employee directors to fill the vacancies created by the increase in the size of the Board, with such appointments effective as of October 30, 2025.

 

Upon his appointment to the Board, Mr. Bye became a member of the class of directors with terms expiring at the 2027 Annual Meeting of the Stockholders of the Company. The Board has determined that Mr. Bye qualifies as “independent” in accordance with the published listing requirements of the Nasdaq Stock Market. Mr. Bye has not been appointed to any Board committees at this time. There is no arrangement or understanding pursuant to which Mr. Bye was appointed as a director, and there are no related party transactions between the Company and Mr. Bye that would require disclosure under Item 404(a) of Regulation S-K.

 

Upon his appointment to the Board, Mr. Bukhari became a member of the class of directors with terms expiring at the 2028 Annual Meeting of the Stockholders of the Company. The Board has determined that Mr. Bukhari qualifies as “independent” in accordance with the published listing requirements of the Nasdaq Stock Market. Mr. Bukhari has not been appointed to any Board committees at this time. There is no arrangement or understanding pursuant to which Mr. Bukhari was appointed as a director, and there are no related party transactions between the Company and Mr. Bukhari that would require disclosure under Item 404(a) of Regulation S-K.

 

For their service on the Board, Messrs. Bye and Bukhari will each receive the same compensation as other non-management directors, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on July 29, 2025. Pursuant to these arrangements, Messrs. Bye and Bukhari will each receive an initial equity award upon joining the Board in the form of restricted stock units (“RSUs”) with an economic value of $145,000. The RSUs vest in three equal annual installments beginning with the first anniversary of the grant date.

 

In connection with the appointments of Messrs. Bye and Bukhari as directors of the Company, the Company will enter into an indemnification agreement with each of Messrs. Bye and Bukhari, the terms of which are identical in all material respects to the form of indemnification agreement that the Company has previously entered into with each of its directors, which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 21, 2017 and is incorporated herein by reference.

 

Item 7.01.

Regulation FD Disclosure.

 

On November 3, 2025, the Company issued a press release announcing the appointment of Stephen Bye and Nabil Bukhari to the Company’s Board of Directors. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1.

 

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.

 

 

 

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following Exhibits are filed with this report:

 

Exhibit No.	Description
99.1	Press Release dated November 3, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	INSEEGO CORP
Date: November 3, 2025	By:	/s/ Steven Gatoff
		Steven Gatoff
		Chief Financial Officer
		Date: November 3, 2025