| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 10/01/2026 | 3. Issuer Name and Ticker or Trading Symbol
INSEEGO CORP. [ INSG ] Foreign Trading Symbol | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | |||||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 1,939,488(1) | D(2) | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants (Right to Buy) | (3) | 10/01/2030 | Common Stock | 781,708(1) | 4.26 | D(2) | |
1. Name and Address of Reporting Person*
(Street)
(Country) | |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | |||||||||||||||
| Explanation of Responses: |
| 1. On April 30, 2026, the Issuer and Nokia Solutions and Networks Oy entered into an Asset Purchase Agreement (the "Purchase Agreement") and concurrently entered into a Subscription Agreement (the "Subscription Agreement"). On October 1, 2026, pursuant to the terms of the Purchase Agreement, Nokia Solutions and Networks Oy received 1,163,693 shares of Common Stock and warrants to purchase an aggregate of 521,139 shares of Common Stock. Also on October 1, 2026, pursuant to the terms of the Subscription Agreement, Nokia Solutions and Networks Oy received 775,795 shares of Common Stock and warrants to purchase an aggregate of 260,569 shares of Common Stock. |
| 2. As the 100% owner of Nokia Solutions and Networks Oy, Nokia Corporation may be deemed to beneficially own the securities of the Issuer held by Nokia Solutions and Networks Oy. Nokia Corporation disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any. |
| 3. The warrants are immediately exercisable for 781,708 shares of Common Stock. However, the warrants may not be exercised to the extent the aggregate number of shares of Common Stock beneficially owned by the holder thereof (together with its affiliates) immediately following such exercise would exceed 19.9% of then total issued and outstanding shares of Common Stock. The holder, upon notice to the Issuer, may increase or decrease this beneficial ownership limitation to any percentage specified in such notice. Any increase or decrease in the beneficial ownership limitation will not be effective until the 61st (sixty-first) day after such notice is delivered to the Issuer. |
| Nokia Solutions and Networks Oy: By: /s/ Virtanen Pasi Tapani, Authorized Signatory | 10/01/2026 | |
| Nokia Solutions and Networks Oy: By: /s/ Viljakainen Henna Pauliina, Authorized Signatory | 10/01/2026 | |
| Nokia Corporation: By: /s/ Virtanen Pasi Tapani, Authorized Signatory | 10/01/2026 | |
| Nokia Corporation: By: /s/ Viljakainen Henna Pauliina, Authorized Signatory | 10/01/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||