UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended September 30, ~~2024~~2025


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

For the transition period from

Commission File Number: 001-38952

CAMBIUM NETWORKS CORPORATION

(Exact Name of Registrant as Specified in its Charter)


Cayman Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o Cambium Networks, Inc.
2000 Center Drive, Suite East A401 Hoffman Estates, Illinois 60192		(345) 814-7600
(Address of principal executive offices, including zip code)		(Registrant’s telephone number, including area code)

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

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Ordinary shares, $0.0001 par value		~~CMBM~~CMBMF*		~~Nasdaq~~N/A ~~Global~~(OTC ~~Market~~Markets Group, Inc.)*

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, 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 ☒

* As ofpreviously ~~November~~disclosed 8on March 26, ~~2024~~2026, ~~the~~following ~~registrant~~receipt ~~had~~of 28a delisting notice from The Nasdaq Stock Market LLC,~~243,808~~ ~~shares~~trading ofin the Company's ordinary shares on the Nasdaq Global Market was suspended on March 27, ~~$0.0001~~2026 ~~par~~and ~~value~~on ~~per~~March ~~share~~30, ~~outstanding~~2026, the Company's ordinary shares commenced trading on the OTC Experts Market under the symbol "CMBMF".

As of April 23, 2026, the registrant had 29,031,302 ordinary shares, $0.0001 par value per share, outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Consolidated Statements of Operations and Comprehensive Loss	2
	Condensed Consolidated Statements of Comprehensive Loss	3
	Consolidated Statements of Shareholders’ Equity (Deficit)	3
	Condensed Consolidated Statements of Shareholders’ Equity	4
	Consolidated Statements of Cash Flows	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Unaudited Consolidated Financial Statements	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	40
Item 4.	Controls and Procedures	36
PART II.	OTHER INFORMATION	43
PART II.	OTHER INFORMATION	38
Item 1.	Legal Proceedings	43
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	43
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	43
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	43
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	43
Item 5.	Other Information	40
Item 6.	Exhibits	44
Item 6.	Exhibits	41
Signatures		45
Signatures		42

Note regarding forward-looking statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, forward-looking statements may be identified by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this quarterly report and are subject to a number of risks, uncertainties and assumptions. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, they should not be relied upon as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include:

•

our ability to regain the listing of our ordinary shares on the Nasdaq Stock Market;

•

the unpredictability of our operating results;

•

the impact of material weaknesses in and our ability to ~~successfully~~maintain ~~comply~~an ~~with~~effective orsystem ~~obtain~~of ainternal ~~waiver~~controls, ofproduce ~~compliance~~timely ~~with~~and ~~the~~accurate financial ~~covenants~~statements ~~under~~or ~~our~~comply ~~secured~~with ~~credit~~applicable ~~facilities~~regulations;

•

~~the~~our ~~sufficiency~~ability ofto ~~our~~successfully ~~cash~~regain ~~resources,~~compliance ~~our~~with ~~ability~~or toobtain ~~negotiate~~a ~~covenant~~waiver ~~relief~~of compliance with ~~our~~the ~~lenders~~financial ~~and~~covenants ~~needs~~under ~~for~~our ~~additional~~secured ~~financing~~credit facilities;

•

the ~~impact~~sufficiency ifof inour ~~future~~cash ~~we are required to write down goodwill or other intangible assets~~resources;

•

our ability to predict and respond to emerging technological trends and network operators' changing needs;

•

our ability to forecast future demand orfor ~~the level of inventory in~~ our ~~channel, which could adversely affect our commitments to our suppliers and our channel partners' ability to effectively manage inventory of our~~ products~~, timely resell our products or estimate expected future demand~~;

•

our ability to manage inventory and the risk of excess or obsolete inventory in our channel;

•

the impact of competitive pressures on the development of new products;

•

risks caused by political tensions around the world including ~~the~~wars ~~current war~~ in Ukraine, Iran, as well as tensions between the United States and China and events in Israel, Gaza and the Middle East;

•

the ~~strength~~impact of ~~the~~tariffs ~~United~~or ~~States~~other ~~dollar~~regulatory ~~and~~changes ~~the~~imposed ~~impact~~by on the ~~cost~~United ofStates ~~our~~or ~~products~~other ~~globally~~countries on imports;

•

~~current~~the orstrength ~~future~~of ~~unfavorable~~the ~~economic~~United ~~conditions,~~States ~~both~~dollar ~~domestically~~ and inthe ~~our~~impact ~~foreign~~of ~~markets,~~currency ~~including~~fluctuations on the ~~risk~~cost of ~~global~~our orproducts ~~localized recessions~~globally;

•

~~our~~unfavorable ~~limited~~economic orconditions, ~~sole~~both ~~source~~domestically ~~suppliers'~~and ~~inability~~in ~~to acquire or produce third-party components to build~~ our ~~products~~foreign ~~and~~markets, including the ~~impact~~risk of ~~supply~~global ~~shortages, extended lead times~~ or ~~changes~~localized ~~in supply of components and other parts required to manufacture our products~~recessions;

•

the ability of our suppliers to acquire components required to build our products as well as the impact of supply shortages, extended lead times or changes in supply of components and other parts required to manufacture our products;

•

our reliance on third-party manufacturers, which subjects us to risks of product delivery delays and reduced control over product costs and quality;

•

our reliance on distributors and value-added resellers for the substantial majority of our sales;

•

the inability of our third-party logistics and warehousing providers to deliver products to our channel partners and network operators in a timely manner;

•

our distributors' and channel partners' inability to attract new network operators or sell additional products to network operators that currently use our products;

the technological complexity of our products, which may contain undetected hardware defects or software bugs or subject our products to the risks of ransomware or malware or other cyber attacks;

•

our channel partners' inability to effectively manage inventory of our products, timely resell our products or estimate expected future demand;

credit risk of our channel partners, which could adversely affect their ability to purchase or pay for our products;

•

~~the impact of any material weaknesses in and~~ our ~~ability~~inability to ~~maintain~~obtain anintellectual ~~effective~~property ~~system~~protections offor ~~internal~~our ~~controls, produce timely and accurate financial statements or comply with applicable regulations~~products;

•

iithe impact of actual or threatened health epidemics and other outbreaks; and

•

~~the~~our ~~impact~~reliance ofon ~~actual~~the oravailability ~~threatened~~of ~~health~~third-party ~~epidemics~~licenses. ~~and other outbreaks;~~

our reliance on the availability of third-party licenses;

our inability to obtain intellectual property protections for our products; and

our ability to maintain our listing on the Nasdaq Global Market.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events or otherwise.

iii

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Cambium Networks Corporation

~~Condensed~~ Consolidated Balance Sheets

(in thousands, except for share and per share data)

	December 31,			September 30,
	2023			2024
	2024			2025
				(Unaudited)
				(unaudited)
ASSETS
Current assets
Cash	$	1834,~~710~~925		$	469,~~491~~733
Receivables, net of credit losses of $283 and $502		64,103			57,275
Receivables, net of allowance for credit losses of $3,402 and $3,578		40,405			42,721
Inventories, net		6641,~~878~~990			4230,~~980~~904
Income taxes receivable		~~222~~1,369			~~1,118~~702
Prepaid expenses		611,~~589~~667			156,~~928~~806
Other current assets		6,~~069~~182			76,~~389~~642
Total current assets		~~162~~136,~~571~~538			~~171~~97,~~181~~508
Noncurrent assets
Property and equipment, net		124,~~879~~426			133,~~957~~998
Software, net		11,~~985~~992			13,~~387~~858
Operating lease assets		7,894			6,708
Operating lease right-of-use assets		6,254			5,965
Intangible assets, net		7,675			6,551
Goodwill		874			874
Goodwill		9,842			9,842
Restricted cash		—			250
Deferred tax assets, net		3,694			—
Other noncurrent assets		13,644			24,870
Other noncurrent assets		1,335			983
TOTAL ASSETS	$	173,728		$	147,323
TOTAL ASSETS	$	217,875		$	222,609
LIABILITIES AND DEFICIT
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	1916,~~120~~487		$	1914,~~619~~814
Accrued liabilities		4730,~~069~~980			4635,~~138~~249
Employee compensation		53,~~071~~755			3,~~894~~018
Current portion of long-term debt, net		367,~~186~~639			6766,~~577~~360
Deferred revenues		8,~~765~~616			89,~~967~~639
Other current liabilities		138,~~117~~434			98,~~866~~604
Total current liabilities		96135,~~328~~911			~~156~~137,~~061~~684
Noncurrent liabilities
Long-term debt, net		21,926			—
Deferred revenues		12,182			13,097
Deferred revenues		10,473			11,761
Noncurrent operating lease liabilities		8,942			9,018
Noncurrent operating lease liabilities		6,595			9,332
Deferred tax liabilities, net		1,508			1,508
Other noncurrent liabilities		118,~~619~~422			114,~~825~~313
Total liabilities		~~136~~176,~~941~~965			~~178~~175,~~979~~620
Commitments and contingencies (Note 11)
Commitments and contingencies (Note 12)
Shareholders' equity
Shareholders' deficit
Share capital; $0.0001 par value; 500,000,000 shares authorized at December 31, 2023 and September 30, 2024; 28,095,144 shares issued and 27,834,908 outstanding at December 31, 2023 and 28,513,294 shares issued and 28,241,507 outstanding at September 30, 2024		3			3
Share capital; $0.0001 par value; 500,000,000 shares authorized at December 31, 2024 and September 30, 2025; 28,885,152 shares issued and 28,612,181 outstanding at December 31, 2024 and 29,113,490 shares issued and 28,718,944 outstanding at September 30, 2025		3			3
Additional paid in capital		~~152~~163,~~768~~441			~~160~~168,~~958~~410
Treasury shares, at cost, 260,236 shares at December 31, 2023 and 271,787 shares at September 30, 2024		(5,624	)		(5,664	)
Treasury shares, at cost, 272,971 shares at December 31, 2024 and 394,546 shares at September 30, 2025		(5,665	)		(5,735	)
Accumulated deficit		(64158,~~598~~855	)		(~~109~~188,~~864~~526	)
Accumulated other comprehensive loss		(12,~~615~~161	)		(12,~~803~~449	)
Total shareholders' equity		80,934			43,630
Total shareholders' deficit		(3,237	)		(28,297	)
TOTAL LIABILITIES AND EQUITY	$	217,875		$	222,609
TOTAL LIABILITIES AND DEFICIT	$	173,728		$	147,323

The accompanying notes are an integral part of these unaudited ~~condensed~~ consolidated financial statements.

Cambium Networks Corporation

~~Condensed~~ Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except for share and per share data)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2024			2023			2024
	2024			2025			2024			2025
Revenues	$	43,046		$	43,726		$	179,989		$	132,009
	(As Restated)						(As Restated)
Cost of revenues		32,087			26,281			100,128			91,469
Revenues:
Gross profit		10,959			17,445			79,861			40,540
Product	$	39,710		$	38,270		$	122,322		$	102,036
Subscriptions and services		4,958			4,725			14,649			14,094
Total revenues		44,668			42,995			136,971			116,130
Cost of revenues:
Product		23,266			24,755			82,812			62,894
Subscriptions and services		1,932			1,805			5,976			6,129
Total cost of revenue		25,198			26,560			88,788			69,023
Gross profit:
Product		16,444			13,515			39,510			39,142
Subscriptions and services		3,026			2,920			8,673			7,965
Total gross profit		19,470			16,435			48,183			47,107
Operating expenses
Research and development		139,~~151~~275			97,~~275~~672			4029,~~421~~223			2924,~~223~~439
Sales and marketing		98,~~675~~398			87,~~398~~082			3227,~~873~~825			2723,~~825~~662
General and administrative		86,~~688~~240			67,~~149~~087			2120,~~191~~146			19,~~647~~831
Depreciation and amortization		1,~~545~~682			~~1,682~~432			4,~~614~~984			41,~~984~~023
Total operating expenses		33,059			25,504			99,099			81,679
Impairment		24,973			—			24,973			159
Operating loss		(22,100	)		(8,059	)		(19,238	)		(41,139	)
Total operating expenses		50,568			22,273			107,151			69,114
Interest expense, net		620			1,403			1,796			3,588
Operating loss		(31,098	)		(5,838	)		(58,968	)		(22,007	)
Other expense, net		63			8			281			70
Interest expense, net		1,702			2,412			3,979			6,719
Loss before income taxes		(22,783	)		(9,470	)		(21,315	)		(44,797	)
Other expense (income), net		8			(61	)		70			(32	)
Provision for income taxes		3,417			206			3,251			469
Loss before income taxes		(32,808	)		(8,189	)		(63,017	)		(28,694	)
Net loss	$	(26,200	)	$	(9,676	)	$	(24,566	)	$	(45,266	)
Provision for income taxes		1,718			341			4,203			977
Net loss	$	(34,526	)	$	(8,530	)	$	(67,220	)	$	(29,671	)
Loss per share
Basic	$	(01.9522	)	$	(0.3430	)	$	(02.8940	)	$	(1.6203	)
Diluted	$	(01.9522	)	$	(0.3430	)	$	(02.8940	)	$	(1.6203	)
Weighted-average number of shares outstanding to compute net loss per share
Basic		2728,~~619~~217,~~281~~453			28,~~217~~831,~~453~~946			27,~~465~~990,~~353~~835			2728,~~990~~720,~~835~~476
Diluted		2728,~~619~~217,~~281~~453			28,~~217~~831,~~453~~946			27,~~465~~990,~~353~~835			2728,~~990~~720,~~835~~476
Comprehensive loss
Net loss	$	(34,526	)	$	(8,530	)	$	(67,220	)	$	(29,671	)
Foreign currency translation adjustment		(34	)		(395	)		(188	)		(288	)
Comprehensive loss	$	(34,560	)	$	(8,925	)	$	(67,408	)	$	(29,959	)

The accompanying notes are an integral part of these unaudited ~~condensed~~ consolidated financial statements.

Cambium Networks Corporation

~~Condensed~~ Consolidated Statements of ~~Comprehensive~~Shareholders’ ~~Loss~~Equity (Deficit)

(in thousands)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended September 30, 2024
	2023			2024			2023			2024
	Share Capital
Net loss	$	(26,200	)	$	(9,676	)	$	(24,566	)	$	(45,266	)
	Shares			Amount			Additionalpaid incapital			Treasuryshares			Accumulated deficit			Accumulatedothercomprehensiveloss			Totalshareholders'equity
Other comprehensive loss
Balance at June 30, 2024 (As Restated)		28,209		$	3		$	158,578		$	(5,660	)	$	(117,097	)	$	(1,769	)	$	34,055
Foreign currency translation adjustment		(174	)		(34	)		(74	)		(188	)
Net loss (As Restated)		—			—			—			—			(34,526	)		—			(34,526	)
Comprehensive loss	$	(26,374	)	$	(9,710	)	$	(24,640	)	$	(45,454	)
Share-based compensation		—			—			2,380			—			—			—			2,380
Issuance of vested shares		35			—			—			—			—			—			—
Treasury shares withheld for net settlement		(2	)		—			—			(4	)		—			—			(4	)
Foreign currency translation		—			—			—			—			—			(34	)		(34	)
Balance at September 30, 2024 (As Restated)		28,242		$	3		$	160,958		$	(5,664	)	$	(151,623	)	$	(1,803	)	$	1,871
	Nine Months Ended September 30, 2024
	Share Capital
	Shares			Amount			Additionalpaid incapital			Treasuryshares			Accumulated deficit			Accumulatedothercomprehensiveloss			Totalshareholders'equity
Balance at December 31, 2023 (As Restated)		27,835		$	3		$	152,768		$	(5,624	)	$	(84,403	)	$	(1,615	)	$	61,129
Net loss (As Restated)		—			—			—			—			(67,220	)		—			(67,220	)
Share-based compensation		—			—			7,527			—			—			—			7,527
Issuance of ordinary shares under ESPP		314			—			663			—			—			—			663
Issuance of vested shares		104			—			—			—			—			—			—
Treasury shares withheld for net settlement		(11	)		—			—			(40	)		—			—			(40	)
Foreign currency translation		—			—			—			—			—			(188	)		(188	)
Balance at September 30, 2024 (As Restated)		28,242		$	3		$	160,958		$	(5,664	)	$	(151,623	)	$	(1,803	)	$	1,871
	Three Months Ended September 30, 2025
	Share Capital
	Shares			Amount			Additionalpaid incapital			Treasuryshares			Accumulated deficit			Accumulatedothercomprehensiveloss			Totalshareholders'deficit
Balance at June 30, 2025		28,719		$	3		$	166,962		$	(5,693	)	$	(179,996	)	$	(2,054	)	$	(20,778	)
Net loss		—			—			—			—			(8,530	)		—			(8,530	)
Share-based compensation		—			—			1,448			—			—			—			1,448
Issuance of vested shares		239			—			—			—			—			—			—
Treasury shares withheld for net settlement		(78	)		—			—			(42	)		—			—			(42	)
Foreign currency translation		—			—			—			—			—			(395	)		(395	)
Balance at September 30, 2025		28,880		$	3		$	168,410		$	(5,735	)	$	(188,526	)	$	(2,449	)	$	(28,297	)
	Nine Months Ended September 30, 2025
	Share Capital
	Shares			Amount			Additionalpaid incapital			Treasuryshares			Accumulated deficit			Accumulatedothercomprehensiveloss			Totalshareholders'deficit
Balance at December 31, 2024		28,612		$	3		$	163,441		$	(5,665	)	$	(158,855	)	$	(2,161	)	$	(3,237	)
Net loss		—			—			—			—			(29,671	)		—			(29,671	)
Share-based compensation		—			—			4,969			—			—			—			4,969
Issuance of vested shares		389			—			—			—			—			—			—
Treasury shares withheld for net settlement		(121	)		—			—			(70	)		—			—			(70	)
Foreign currency translation		—			—			—			—			—			(288	)		(288	)
Balance at September 30, 2025		28,880		$	3		$	168,410		$	(5,735	)	$	(188,526	)	$	(2,449	)	$	(28,297	)

The accompanying notes are an integral part of these unaudited ~~condensed~~ consolidated financial statements.

Cambium Networks Corporation

~~Condensed~~ Consolidated Statements of ~~Shareholders’~~Cash ~~Equity~~Flows

(in thousands)

(unaudited)

	Three Months Ended September 30, 2023
	Nine Months Ended September 30,
	Share Capital
	2024			2025
	Shares			Amount			Additionalpaid incapital		Treasuryshares			Accumulated equity (deficit)			Accumulatedothercomprehensiveloss			Totalshareholders'equity
	(As Restated)
Balance at June 30, 2023		27,603		$	3		$	146,528	$	(5,509	)	$	14,456		$	(1,427	)	$	154,051
Cash flows from operating activities:
Net loss	$	—(67,220	)	$	—(29,671	)		—		—			~~(26,200~~	)		—			~~(26,200~~	)
Share-based compensation		—			—			2,631		—			—			—			2,631
Adjustments to reconcile net loss to net cash used in operating activities:
Issuance of vested shares		69			—			—		—			—			—			—
Depreciation		3,511			943
Treasury shares withheld for net settlement		(11	)		—			—		(91	)		—			—			(91	)
Amortization of software and intangible assets		4,305			2,553
Proceeds from exercise of share options		1			—			6		—			—			—			6
Amortization of deferred debt issuance costs		235			179
Foreign currency translation		—			—			—		—			—			(174	)		(174	)
Share-based compensation		7,642			4,969
Balance at September 30, 2023		27,662		$	3		$	149,165	$	(5,600	)	$	(11,744	)	$	(1,601	)	$	130,223
Deferred income taxes		1,401			—
	Nine Months Ended September 30, 2023
Provision for inventory excess and obsolescence		5,858			(1,972	)
	Share Capital
Provision for estimated credit losses		1,039			176
	Shares			Amount			Additionalpaid incapital		Treasuryshares			Accumulated equity (deficit)			Accumulatedothercomprehensiveloss			Totalshareholders'equity
Impairment of goodwill		8,968			—
Balance at December 31, 2022		27,313		$	3		$	138,997	$	(4,922	)	$	12,822		$	(1,527	)	$	145,373
Impairment of customer relationship intangible		6,551			—
Net loss		—			—			—		—			(24,566	)		—			(24,566	)
Impairment of software		505			159
Share-based compensation		—			—			8,568		—			—			—			8,568
Impairment of property and equipment		8,849			—
Issuance of ordinary shares under ESPP		88			—			1,102		—			—			—			1,102
Impairment of right-of-use operating lease assets		100			—
Issuance of vested shares		247			—			—		—			—			—			—
Other		120			(87	)
Treasury shares withheld for net settlement		(46	)		—			—		(678	)		—			—			(678	)
Change in assets and liabilities:
Proceeds from exercise of share options		60			—			498		—			—			—			498
Receivables		4,430			(6,026	)
Foreign currency translation		—			—			—		—			—			(74	)		(74	)
Inventories		14,612			13,058
Balance at September 30, 2023		27,662		$	3		$	149,165	$	(5,600	)	$	(11,744	)	$	(1,601	)	$	130,223
Prepaid expenses		(3,146	)		4,865
	Three Months Ended September 30, 2024
Income taxes receivable		(901	)		670
	Share Capital
Accounts payable		1,440			(1,610	)
	Shares			Amount			Additionalpaid incapital		Treasuryshares			Accumulated deficit			Accumulatedothercomprehensiveloss			Totalshareholders'equity
Accrued employee compensation		(1,000	)		(652	)
Balance at June 30, 2024		28,209		$	3		$	158,578	$	(5,660	)	$	(100,188	)	$	(1,769	)	$	50,964
Accrued liabilities		(1,947	)		7,814
Net loss		—			—			—		—			(9,676	)		—			(9,676	)
Other assets and liabilities		64			(13,859	)
Share-based compensation		—			—			2,380		—			—			—			2,380
Net cash used in operating activities		(4,584	)		(18,491	)
Issuance of vested shares		35			—			—		—			—			—			—
Cash flows from investing activities:
Treasury shares withheld for net settlement		(2	)		—			—		(4	)		—			—			(4	)
Purchases of property and equipment		(5,974	)		(384	)
Proceeds from exercise of share options		—			—			—		—			—			—			—
Purchases of software		(4,640	)		(4,571	)
Foreign currency translation		—			—			—		—			—			(34	)		(34	)
Net cash used in investing activities		(10,614	)		(4,955	)
Balance at September 30, 2024		28,242		$	3		$	160,958	$	(5,664	)	$	(109,864	)	$	(1,803	)	$	43,630
Cash flows from financing activities:
	Nine Months Ended September 30, 2024
Proceeds from borrowing on revolver		45,000			—
	Share Capital
Repayment of term loan		(2,625	)		(1,312	)
	Shares			Amount			Additionalpaid incapital		Treasuryshares			Accumulated deficit			Accumulatedothercomprehensiveloss			Totalshareholders'equity
Issuance of ordinary shares under ESPP		663			—
Balance at December 31, 2023		27,835		$	3		$	152,768	$	(5,624	)	$	(64,598	)	$	(1,615	)	$	80,934
Taxes paid from shares withheld		(38	)		(70	)
Net loss		—			—			—		—			(45,266	)		—			(45,266	)
Net cash provided by (used in) financing activities		43,000			(1,382	)
Share-based compensation		—			—			7,527		—			—			—			7,527
Effect of exchange rate on cash		(21	)		(114	)
Issuance of ordinary shares under ESPP		279			—			663		—			—			—			663
Net increase (decrease) in cash		27,781			(24,942	)
Issuance of vested shares		139			—			—		—			—			—			—
Cash, beginning of period		18,710			34,925
Treasury shares withheld for net settlement		(11	)		—			—		(40	)		—			—			(40	)
Cash and restricted cash, end of period	$	46,491		$	9,983
Proceeds from exercise of share options		—			—			—		—			—			—			—
Supplemental disclosure of cash flow information:
Foreign currency translation		—			—			—		—			—			(188	)		(188	)
Income taxes paid, net of refunds received	$	(972	)	$	149
Balance at September 30, 2024		28,242		$	3		$	160,958	$	(5,664	)	$	(109,864	)	$	(1,803	)	$	43,630
Interest paid	$	4,021		$	3,583
Non-cash investing and financing activities:
Decrease in property, equipment and software unpaid or accrued in liabilities	$	(1,431	)	$	(71	)
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	$	115		$	667
Reconciliation of Cash and restricted cash at end of period:
Cash	$	46,491		$	9,733
Restricted cash		—			250
Total cash and restricted cash	$	46,491		$	9,983

The accompanying notes are an integral part of these unaudited ~~condensed~~ consolidated financial statements.

Cambium Networks Corporation

~~Condensed~~Notes ~~Consolidated~~to ~~Statements~~Unaudited ofConsolidated ~~Cash~~Financial ~~Flows~~Statements

(in thousands)

(unaudited)

	Nine Months Ended September 30,
	2023			2024
Cash flows from operating activities:
Net loss	$	(24,566	)	$	(45,266	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		3,212			3,511
Amortization of software and intangible assets		3,399			4,305
Amortization of debt issuance costs		235			235
Share-based compensation		8,782			7,642
Deferred income taxes		288			3,694
Provision for inventory excess and obsolescence		5,637			9,286
Other		(7	)		339
Change in assets and liabilities:
Receivables		22,649			3,784
Inventories		(28,333	)		14,612
Prepaid expenses		3,031			(9,349	)
Income taxes receivable		(859	)		(900	)
Accounts payable		(6,496	)		1,675
Accrued employee compensation		(2,042	)		(1,078	)
Accrued liabilities		(1,264	)		2,065
Other assets and liabilities		5,608			1,096
Net cash used in operating activities		(10,726	)		(4,349	)
Cash flows from investing activities:
Purchases of property and equipment		(3,361	)		(6,209	)
Purchases of software		(5,518	)		(4,640	)
Net cash used in investing activities		(8,879	)		(10,849	)
Cash flows from financing activities:
Proceeds from issuance of revolver debt		—			45,000
Repayment of term loan		(1,969	)		(2,625	)
Issuance of ordinary shares under ESPP		1,102			663
Taxes paid from shares withheld		(652	)		(38	)
Proceeds from share option exercises		498			—
Net cash (used in) provided by financing activities		(1,021	)		43,000
Effect of exchange rate on cash		(7	)		(21	)
Net (decrease) increase in cash		(20,633	)		27,781
Cash, beginning of period		48,162			18,710
Cash, end of period	$	27,529		$	46,491
Supplemental disclosure of cash flow information:
Income taxes paid, net of refunds received	$	3,963		$	(972	)
Interest paid	$	1,354		$	4,021
Non-cash investing and financing activities:
Increase in property, equipment and software unpaid or accrued in liabilities	$	113		$	1,666
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	$	1,865		$	115
Debt issuance costs incurred but not yet paid	$	—		$	325

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Cambium Networks Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1. Business and significant accounting policies

Business

Cambium Networks Corporation (“Cambium” or “Cambium Networks” or the “Company”), incorporated under the laws of the Cayman Islands, is a holding company whose principal operating entities are Cambium Networks, Ltd. (UK), Cambium Networks, Inc. (USA), and Cambium Networks Private Limited (India). On June 26, 2019, the Company completed an Initial Public Offering and the Company's ordinary shares began trading on the Nasdaq Global Market. Trading in the Company's ordinary shares was suspended at the open of trading on March 27, 2026. Trading in the Company's ordinary shares under the symbol "CMBMF" on the OTC Experts Market began on March 30, 2026.

Cambium Networks Corporation and its wholly owned subsidiaries design, develop, and manufacture fixed wireless and ~~fiber~~PON/XGSPON based broadband, Wi-Fi, and ~~enterprise~~local area networking ("LAN") switching infrastructure, and security gateway solutions ~~that~~for ~~are~~a ~~used~~wide byrange ~~businesses~~of applications, ~~governments~~including broadband access, ~~and~~wireless ~~service~~backhaul, ~~providers~~Internet inof ~~urban~~Things (IoT), ~~suburban~~public safety communication and ~~rural~~Wi-Fi ~~environments~~access. Cambium's products ~~simplify~~enable service providers, enterprises, industrial organizations and ~~automate~~governments ~~the~~to ~~design,~~deliver ~~deployment,~~exceptional ~~optimization,~~digital experiences and device connectivity, with compelling economics. The Company's ONE network platform simplifies the management of ~~broadband~~Cambium Networks' wired and ~~Wi-Fi~~wireless ~~access~~technologies. ~~networks~~The ~~through~~Company's ~~intelligent~~product ~~automation.~~lines fall into three broad, interrelated categories: Fixed Wireless and fiber Broadband ("FWB"), Enterprise Networking, and Subscriptions and Services.

Basis of Presentation

The unaudited ~~condensed~~ consolidated financial statements include the accounts of Cambium Networks Corporation and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. The ~~condensed~~ consolidated financial statements as of September 30, ~~2024~~2025, and for the three-month and nine-month periods ended September 30, ~~2023~~2024 and ~~2024~~2025, and the related notes are unaudited. The unaudited ~~condensed~~ consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements, and, in the opinion of management, reflect all adjustments, which comprise only normal recurring adjustments necessary to state fairly the Company’s financial position as of September 30, ~~2024~~2025 and results of operations for the three-month and nine-month periods ended September 30, ~~2023~~2024 and ~~2024~~2025 and cash flows for the nine-month periods ended September 30, ~~2023~~2024 and ~~2024~~2025. The ~~condensed~~ consolidated balance sheet as of December 31, ~~2023~~2024 has been derived from the audited financial statements at that date. In the Company's Comprehensive Form 10-K for the year ended December 31, 2024, filed with the SEC on April 7, 2026, it restated financial statements for the three-month and nine-month periods ended September 30, 2024. The financial results included herein for these periods reflect the impact of the restatement.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted. The ~~condensed~~ consolidated financial statements contained herein should be read in conjunction with the consolidated financial statements and related notes thereto for the year ended December 31, ~~2023~~2024 included in the Company’s ~~annual~~Comprehensive ~~report on~~ Form 10-K and filed with the SEC on ~~March~~April 157, ~~2024~~2026. The results of operations for the three-month and nine-month periods ended September 30, ~~2024~~2025 are not necessarily indicative of the operating results to be expected for the full year.

The Company has reclassified certain prior period amounts in the condensed consolidated statements of cash flows to conform to the current period's presentation. Specifically, within the condensed consolidated statements of cash flows, changes in Income taxes receivable have been reclassified from “Other assets and liabilities” to “Income taxes receivable”. The reclassifications do not affect previously reported cash flows from operating activities in the condensed consolidated statements of cash flows.

Going Concern

In accordance with the accounting guidance related to the presentation of financial statements, when preparing financial statements for each annual and interim reporting period, management evaluates whether there are conditions or events that, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In making its assessment, management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and conditional and unconditional obligations due over the next twelve months, as well as other factors including the markets in which the Company competes and the current customer demand for the Company’s products.

As of September 30, ~~2024~~2025, the Company ~~has~~was ~~made~~not ~~all~~in ~~required~~compliance ~~principal~~with ~~and~~its ~~interest~~quarterly ~~payment~~fixed ~~obligations~~charge ~~under~~coverage ~~its~~ratio ~~Amended~~and ~~Credit~~quarterly ~~Agreement~~consolidated ~~with~~leverage ~~Bank~~ratio ~~of America~~covenants. ~~The~~These ~~Company~~defaults ~~was~~continue inthrough ~~compliance~~the ~~with~~remainder ~~its~~of ~~monthly~~2025 ~~liquidity~~and ~~covenant~~into ~~for~~2026. ~~all~~Such ~~measurement~~defaults ~~periods~~afford ~~through~~the ~~September~~lender ~~30,~~the ~~2024.~~right ~~However,~~to asdeclare ofthe ~~September~~amounts ~~30,~~outstanding ~~2024~~immediately due and payable, and although the Company ~~was~~continues ~~not~~regular indiscussions ~~compliance~~ with ~~its~~the ~~quarterly~~lender, ~~EBITDA~~it ~~covenant~~has ~~under~~not ~~its~~been ~~Amended~~able ~~Credit~~to ~~Agreement.~~obtain ~~And,~~a aswaiver of ~~October~~the 31defaults, ~~2024,~~or ~~the~~otherwise ~~Company~~refinance ~~was~~such ~~not~~indebtedness. inIf ~~compliance~~the ~~with~~lender ~~its~~were ~~monthly~~to ~~liquidity~~accelerate ~~covenant.~~the ~~The~~maturity ~~Company~~of isthe ~~seeking~~Company's aindebtedness ~~forbearance~~under ~~from~~the ~~Bank~~Amended ofCredit ~~America~~Agreement, asthe ~~lender~~Company ~~under~~would ~~the~~not ~~Amended~~be ~~Credit~~able ~~Agreement~~to repay the debt, and therefore, there is ~~working~~substantial ~~with~~uncertainty the ~~bank~~Company towould ~~address~~be ~~the~~able ~~Company's~~to ~~noncompliance~~continue ~~with~~as ~~the~~a ~~covenants~~going concern. The Company’'s obligations under the Amended Credit Agreement ~~do not~~ mature and become due and payable ~~until~~on November 17, 2026, absent acceleration by the ~~bank~~lender. ~~The~~As ~~covenant~~of ~~violations~~June ~~affords~~30, ~~the~~2025, ~~lenders~~ the ~~right~~Company toceased ~~declare~~payment ~~the~~of ~~amounts~~principal ~~outstanding immediately due~~ and ~~payable,~~interest ~~and~~on ~~as such,~~ the term loan ~~facility~~ and ~~the~~payment ~~associated~~of ~~deferred~~interest ~~debt~~on ~~issuance costs and~~ the revolving credit facility have all been classified as a current liability and the deferred debt issuance costs associated with the revolving credit facility have been classified as a current asset in the accompanying condensed consolidated balance sheet as of September 30, 2024. ~~Please refer to Note 6. Debt, regarding the Company’s debt outstanding under its credit facilities with Bank of America.~~

~~The~~As ~~Company~~the iscovenant ~~actively~~violations ~~taking~~afford ~~actions~~the tolender ~~improve~~the ~~its~~right ~~profitability and ensure future compliance with applicable financial covenants, including acceleration of collection of receivables, deferral of expenditures, cost reductions~~ to ~~align~~declare the ~~Company’s~~amounts ~~cost~~outstanding ~~structure~~immediately ~~with~~due ~~current~~ and ~~expected revenue levels and sales of excess inventory. In addition~~payable, the ~~Company~~term ~~continues~~loan tofacility ~~focus on operating efficiency~~ and ~~reducing~~the ~~discretionary~~associated ~~spending.~~debt ~~Absent~~issuance ~~any~~costs ~~acceleration~~and ofthe ~~debt~~revolving bycredit ~~the~~facility ~~Company's~~are ~~lenders~~classified as a ~~result~~current ofliability ~~the~~and ~~covenant noncompliance described above,~~ the ~~Company~~deferred ~~believes~~debt ~~these~~issuance ~~actions,~~costs ~~together~~associated with ~~its existing cash balances, provide it with~~ the ~~financial~~revolving ~~flexibility~~credit ~~needed~~facility toare ~~meet~~classified ~~its obligations~~ as ~~they~~a ~~come~~current ~~due~~asset ~~over the next twelve months. However, this conclusion depends~~ in ~~part on~~ the ~~Company’s~~accompanying ~~expectations~~consolidated ~~regarding~~balance ~~macro-conditions~~sheets inas ~~the~~of ~~markets~~December in31, ~~which~~2024 itand ~~competes~~September 30, ~~customer~~2025. ~~acceptance~~Please ~~and~~refer ~~purchases~~to ofNote ~~the~~7. ~~Company’s products~~Debt, ~~buying~~regarding ~~decisions by~~ the Company’s ~~distributors~~debt ~~and~~outstanding ~~other~~under ~~factors~~its ~~that~~credit ~~are~~facilities ~~not~~with ~~within~~Bank ~~the~~of ~~Company’s control~~America.

~~Based on the Company’s current forecast, it is projecting future noncompliance with its financial covenants within the next twelve months in addition to the covenant noncompliance described above.~~ The Company iscontinues ~~in discussions with the bank, but may not be able~~ to ~~obtain~~take aactions ~~forbearance or waiver of the defaults or otherwise refinance such indebtedness, if required. If Bank of America were~~ to ~~accelerate~~improve ~~the~~its ~~maturity~~profitability ofand ~~the~~focus ~~Company's~~on ~~indebtedness~~operating ~~under~~efficiency ~~the~~and ~~Amended~~reducing ~~Credit~~discretionary ~~Agreement~~spending, ~~there~~deferring ~~is substantial uncertainty the Company would be able to secure~~ capital ~~resources~~expenditures toand ~~repay~~implementing ~~the~~cost ~~amounts~~reductions ~~due. Due~~ to ~~these~~align ~~uncertainties,~~its ~~management~~cost ~~concluded~~structure ~~that substantial doubt exists~~ with ~~respect~~current toand ~~the~~expected ~~Company's~~revenue ~~ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued~~levels.

~~The~~Based ~~accompanying~~on ~~condensed~~the ~~consolidated~~Company's ~~financial~~current ~~statements~~forecast, ~~have~~it ~~been~~is ~~prepared~~projecting onfuture anoncompliance ~~going~~with ~~concern~~its ~~basis,~~financial ~~which~~covenants ~~contemplates~~through maturity of the ~~realization~~debt ofin ~~assets~~addition ~~and~~to ~~satisfaction~~the ofcovenant ~~liabilities~~noncompliance indescribed above. If the ~~ordinary~~lender ~~course~~were to accelerate the maturity of ~~business.~~the ~~The~~Company's ~~condensed~~indebtedness ~~consolidated~~under ~~financial~~the ~~statements~~Amended doCredit ~~not~~Agreement, ~~include~~there ~~any~~is ~~adjustments~~substantial ~~relating~~uncertainty tothat the ~~recoverability~~Company ~~and~~would ~~classification~~be ofable ~~recorded~~to ~~asset~~secure ~~amounts~~capital orresources to repay the amounts due. Due to these uncertainties and ~~classification~~given ofthe ~~liabilities~~debt matures on November 17, 2026, management concluded that ~~might~~substantial ~~result~~doubt ~~from~~exists with respect to the ~~outcome~~Company's ofability ~~this~~to ~~uncertainty.~~continue as a going concern within one year after the date that these consolidated financial statements are issued.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Update to Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies disclosed in the ~~2023~~2024 Comprehensive Form 10-K, Part II, Item 8.

Recently issued accounting standards not yet adopted

In ~~November~~December ~~2024~~2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") ~~2024~~2023-~~03,~~09 Income ~~Statement~~Taxes -(Topic ~~Reporting~~740): ~~Comprehensive~~Improvements to Income -Tax ~~Expense Disaggregation~~ Disclosures ~~(Subtopic 220-40)~~, towhich ~~improve~~requires ~~the disclosures about a~~ public ~~business~~entities, ~~entity's~~on ~~expenses~~an ~~and~~annual ~~address~~basis, ~~requests~~to ~~from~~disclose ~~investors~~standard ~~for~~categories ~~more~~in ~~detailed information about~~ the ~~types~~tax ofrate ~~expenses~~reconciliation, inadditional ~~commonly~~information ~~presented~~for ~~expense~~reconciling ~~captions.~~items ~~The~~that ~~increased~~meet ~~disclosures~~a ~~will~~quantitative ~~enable~~threshold ~~investors~~and toincome ~~better~~taxes ~~understand~~paid ~~the~~disaggregated ~~major~~by ~~components of an entity's income statement~~jurisdiction. ASU ~~2024~~2023-0309 ~~will~~is be effective for ~~the Company for~~ annual ~~reporting~~ periods beginning after December 15, ~~2026,~~2024. ~~and~~Adoption ~~interim~~of ~~reporting~~this ~~periods~~ASU ~~beginning~~should ~~after~~be ~~December~~applied 15prospectively, ~~2027,~~but ~~with~~may ~~early~~be ~~adoption~~applied ~~permitted.~~retrospectively ~~The~~to ~~amendments~~all ~~should~~prior beperiods ~~applied~~presented ~~either~~in ~~prospectively~~the to financial statements. ~~issued~~The ~~for~~Company ~~reporting~~plans ~~periods~~to ~~after~~adopt ~~the~~this ~~effective~~ASU ~~date~~on ofa ~~this~~prospective ~~ASU~~basis orduring ~~retrospectively~~the toyear ~~any~~ended orDecember ~~all~~31, ~~prior~~2025. ~~periods~~The ~~presented~~adoption inof ~~the~~this ~~financial~~standard ~~statements.~~will ~~The~~not ~~Company~~have isa ~~currently~~material ~~evaluating~~impact on the ~~impact~~Company's ~~adopting~~consolidated ~~this~~financial ~~standard~~statements, but will ~~have~~result onin ~~its~~incremental ~~financial~~income ~~statements~~tax ~~and~~ disclosures.

In ~~December~~October 2023, the FASB issued ASU 2023-0906, ~~Income~~Disclosure ~~Taxes~~Improvements: ~~(Topic~~Codification ~~740):~~Amendments ~~Improvements~~in Response to ~~Income~~the ~~Tax~~Securities ~~Disclosures,~~and ~~which~~Exchange ~~expands~~Commission's ~~the~~("SEC") ~~disclosures~~Disclosure ~~required~~Update and Simplification Initiative. The amendments in anthis ~~entity's~~update ~~income~~require ~~tax~~modification ~~rate~~of ~~reconciliation~~certain ~~table~~disclosure and ~~requires~~presentation ~~disclosure~~requirements offor ~~income~~a ~~taxes~~variety ~~paid~~of ASU topics in ~~both~~response ~~U.S.~~to ~~and~~the ~~foreign~~SEC's ~~jurisdictions~~Release No. 33-10532. The ~~amendments are~~ effective date for ~~fiscal~~each ~~years~~amended ~~beginning~~topic ~~after~~in ~~December~~the ~~15,~~ASU ~~2024,~~is ~~with~~the ~~early~~date ~~adoption~~on ~~permitted,~~which tothe beSEC's ~~applied~~removal onof athe ~~prospective~~related ~~basis,~~disclosure ~~with~~requirement ~~retrospective~~from ~~application~~Regulation ~~permitted.~~S-X ~~ASU~~or ~~2023~~Regulation S-09K ~~will~~becomes be effective. ~~for~~However, ~~the~~if ~~Company~~by ~~for~~June ~~annual~~30, ~~reporting~~2027, ~~periods~~the ~~beginning~~SEC ~~January~~has 1,not ~~2025.~~removed ~~Adoption~~the ofrelated ~~this~~disclosure ~~standard~~from isits ~~not~~regulations, ~~expected~~the toamendment ~~have~~will abe ~~material~~removed ~~impact~~from on the ~~Company's~~Codification ~~consolidated~~and ~~financial~~not ~~statements,~~become ~~but~~effective. ~~will~~Early ~~require~~adoption ~~increased~~is ~~income tax disclosures~~permitted. The Company is currently ~~assessing~~evaluating ~~the~~this ~~impact~~ASU ~~adopting~~to ~~this~~determine ~~standard~~its ~~will~~impact ~~have~~ on ~~its~~the ~~income~~Company's ~~tax~~ disclosures.

In November ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0703, ~~Segment~~Income ~~Reporting~~Statement ~~(Topic~~- ~~280):~~Reporting ~~Improvements~~Comprehensive toIncome ~~Reportable~~- ~~Segment~~Expense Disaggregation Disclosures. ~~The~~(Subtopic ~~amendment~~220-40) ~~requires~~-Disaggregation ~~disclosures~~ of ~~significant~~Income ~~segment~~Statement ~~expenses~~Expenses, ~~that~~which ~~are~~requires ~~regularly~~public ~~provided~~entities to disclose within the ~~chief~~footnotes ~~operating~~to ~~decision~~the ~~maker~~financial ~~("CODM")~~statements, ~~and~~disaggregated ~~included~~information ~~within~~about ~~each~~certain ~~reported~~income ~~measure~~statement expense captions, including disclosure of ~~segment~~the ~~profit~~amounts for a) purchases of ~~loss~~inventory, anb) ~~amount~~employee ~~and~~compensation, ~~description~~c) ofdepreciation, ~~its~~d) ~~composition~~intangible ~~for~~asset ~~other~~amortization ~~segment~~and ~~items~~e) depreciation, depletion, and ~~interim~~amortization ~~disclosures~~recognized as part of aoil-and ~~reportable~~gas-producing ~~segment's~~activities ~~profit~~(DD&A) orincluded ~~loss~~in ~~and~~each ~~assets~~relevant expense caption. The amendment also requires that certain amounts that are already required to be disclosed under U.S. GAAP be included in the same disclosure as the other disaggregation requirements. The new guidance also requires ~~that~~ a ~~public~~qualitative ~~entity~~description of the amounts remaining in relevant expense captions that ~~has~~are anot ~~single~~separately ~~reportable~~disaggregated ~~segment~~quantitatively ~~provide~~and ~~all~~disclosure of the ~~disclosures~~total ~~required~~amount byof ~~the~~selling ~~amendments~~expenses and, in ~~this~~annual ~~update~~reporting ~~and~~periods, ~~all~~an ~~existing~~entity’s ~~segment~~definition ~~disclosures~~of selling expenses. ~~The~~ASU ~~amendments~~2024-03 ~~are~~is effective for ~~fiscal~~annual ~~years~~periods beginning after December 15, ~~2023,~~2026 and ~~for~~ interim periods within fiscal years beginning after December 15, ~~2024~~2027, with early adoption permitted. Upon adoption, this guidance should be applied prospectively, but may be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the ~~impact~~adoption ~~adopting~~of this standard ~~will have~~ on ~~its~~the ~~segment~~Company's ~~reporting~~financial ~~disclosure~~statement disclosures.

In October 2023, the FASB issued ASU 2023-06 Disclosure Improvements: Codification Amendments in Response to the Securities and Exchange Commission's ("SEC") Disclosure Update and Simplification Initiative. The amendments in this update require modification of certain disclosure and presentation requirements for a variety of ASU topics in response to the SEC's Release No. 33-10532. The effective date for each amended topic in the ASC is the date on which the SEC's removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendment will be removed from the Codification and not become effective. Early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures. 6

Note 2. Restatement of previously issued unaudited interim consolidated financial statements

In connection with the preparation of the Company's consolidated financial statements for the year ended December 31, 2024, the Company determined that its previously issued unaudited interim consolidated financial statements for the three-month and nine-month periods ended September 30, 2024 contained errors in the application of GAAP as summarized below. The Company evaluated the corrections and determined that the related impacts were material to the previously filed unaudited interim consolidated financial statements and in consultation with the Audit Committee of the Company's Board of Directors, concluded that the financial statements for the three-month and nine-month period ended September 30, 2024 should be restated to present the identified adjustments discussed below.

Background of Restatement

For the three-month and nine-month periods ended September 30, 2024, the Company did not appropriately (i) estimate variable consideration for customer incentives, (ii) estimate variable consideration for sales returns, (iii) estimate the allowance for credit losses, (iv) estimate excess and obsolete inventory, (v) timely recognize a valuation allowance on deferred tax assets and (vi) timely recognize an impairment on our long-lived assets and goodwill and (vii) reclassify certain prepayments made to suppliers and loss on supplier commitments liability as current or non-current.

Additionally, as part of the restatement, for the three-month and nine-month periods ended September 30, 2024, the Company corrected for (b) previously identified uncorrected misstatement related to out-of-period adjustments, (c) previously recorded amounts reclassifying accounts receivable credit balances and (d) classification of property and equipment transactions on the statement of cash flows.

Effect of Restatement

The following table sets forth the effects of the restatement adjustments on revenue, loss before income taxes and net income (loss) in the consolidated statements of operations and comprehensive loss for the three-month and nine-month periods ended September 30, 2024.


		For the three months ended September 30, 2024									For the nine months ended September 30, 2024
		(Unaudited)									(Unaudited)
(in thousands)	Identifier in statement	Revenues			Loss before income taxes			Net loss			Revenues			Loss before income taxes			Net loss
Previously reported		$	43,726		$	(9,470	)	$	(9,676	)	$	132,009		$	(44,797	)	$	(45,266	)
Restatement adjustments:
Revenue adjustment - customer incentives	(i)		(921	)		(921	)		(921	)		(1,906	)		(1,906	)		(1,906	)
Revenue adjustment - sales returns	(ii)		1,944			1,295			1,295			6,955			5,549			5,549
Estimate for allowance for credit losses	(iii)		(81	)		(172	)		(172	)		(87	)		(503	)		(503	)
Estimate for excess and obsolete inventory	(iv)		—			1,383			1,383			—			4,825			4,825
Estimate for excess and obsolete inventory - non-standard contract	(iv)		—			—			—			—			(1,397	)		(1,397	)
Deferred tax adjustments	(v)		—			—			(1,512	)		—			—			(3,734	)
Impairment timing	(vi)		—			(24,973	)		(24,973	)		—			(24,973	)		(24,973	)
Prior period uncorrected misstatements and out of period adjustments	(b)		—			50			50			—			185			185
Net restatement adjustments			942			(23,338	)		(24,850	)		4,962			(18,220	)		(21,954	)
Restated		$	44,668		$	(32,808	)	$	(34,526	)	$	136,971		$	(63,017	)	$	(67,220	)

The amounts are presented herein as originally reported in the previously issued financial statements for transparency and consistency. The restatement corrects these errors and reflects the appropriate adjustments.

~~Note~~The 2financial statement line items impacted by the respective adjustments are labeled in the tables below based on the identifiers from the paragraph above. ~~Balance~~Below ~~sheet~~are ~~components~~the Company's restated consolidated statement of operations and comprehensive loss for the three-month and nine-month periods ended September 30, 2024 and statement of cash flows with the adjustments for the nine-month period ended September 30, 2024. The consolidated statement of shareholders' equity (deficit) has been excluded from the financial statement presentation below as it was only impacted by adjustments to net loss, which is presented below in the consolidated statement of operations and comprehensive loss.


CAMBIUM NETWORKS CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS AND OTHER COMPREHENSIVE LOSS
(In thousands, except share and per share amounts)
(Unaudited)
	Three months ended September 30, 2024
	As Reported			Adjustment			As Restated

Revenues (i) (ii) (iii)
Product	$	38,768		$	942		$	39,710
Subscriptions and services		4,958			—			4,958
Total revenues		43,726			942			44,668
Cost of revenues (ii) (iv)
Product		24,349			(1,083	)		23,266
Subscriptions and services		1,932			—			1,932
Total cost of revenues		26,281			(1,083	)		25,198
Gross profit
Product		14,419			2,025			16,444
Subscriptions and services		3,026			—			3,026
Total Gross profit		17,445			2,025			19,470
Operating expenses
Research and development		9,275			—			9,275
Sales and marketing		8,398			—			8,398
General and administrative (iii)		6,149			91			6,240
Depreciation and amortization		1,682			—			1,682
Impairment (vi)		—			24,973			24,973
Total operating expenses		25,504			25,064			50,568
Operating loss		(8,059	)		(23,039	)		(31,098	)
Interest expense, net (b)		1,403			299			1,702
Other expense, net		8			—			8
Loss before income taxes		(9,470	)		(23,338	)		(32,808	)
Provision for income taxes (v)		206			1,512			1,718
Net loss	$	(9,676	)	$	(24,850	)	$	(34,526	)

Loss per share
Basic	$	(0.34	)	$	(0.88	)	$	(1.22	)
Diluted	$	(0.34	)	$	(0.88	)	$	(1.22	)
Weighted-average number of shares outstanding to compute net loss per share
Basic		28,217,453			—			28,217,453
Diluted		28,217,453			—			28,217,453
Comprehensive loss
Net loss	$	(9,676	)	$	(24,850	)	$	(34,526	)
Foreign currency translation adjustment		(34	)		—			(34	)
Comprehensive loss	$	(9,710	)	$	(24,850	)	$	(34,560	)


CAMBIUM NETWORKS CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS AND OTHER COMPREHENSIVE LOSS
(In thousands, except share and per share amounts)
(Unaudited)
	Nine months ended September 30, 2024
	As Reported			Adjustment			As Restated

Revenues (i) (ii) (iii)
Product	$	117,360		$	4,962		$	122,322
Subscriptions and services		14,649			—			14,649
Total revenues		132,009			4,962			136,971
Cost of revenues (ii) (iv)
Product		85,493			(2,681	)		82,812
Subscriptions and services		5,976			—			5,976
Total cost of revenues		91,469			(2,681	)		88,788
Gross profit
Product		31,867			7,643			39,510
Subscriptions and services		8,673			—			8,673
Total Gross profit		40,540			7,643			48,183
Operating expenses
Research and development		29,223			—			29,223
Sales and marketing		27,825			—			27,825
General and administrative (iii)		19,647			499			20,146
Depreciation and amortization		4,984			—			4,984
Impairment (vi)		—			24,973			24,973
Total operating expenses		81,679			25,472			107,151
Operating loss		(41,139	)		(17,829	)		(58,968	)
Interest expense, net (b)		3,588			391			3,979
Other expense, net		70			—			70
Loss before income taxes		(44,797	)		(18,220	)		(63,017	)
Provision for income taxes (v)		469			3,734			4,203
Net loss	$	(45,266	)	$	(21,954	)	$	(67,220	)

Loss per share
Basic	$	(1.62	)	$	(0.78	)	$	(2.40	)
Diluted	$	(1.62	)	$	(0.78	)	$	(2.40	)
Weighted-average number of shares outstanding to compute net loss per share
Basic		27,990,835			—			27,990,835
Diluted		27,990,835			—			27,990,835
Comprehensive loss
Net loss	$	(45,266	)	$	(21,954	)	$	(67,220	)
Foreign currency translation adjustment		(188	)		—			(188	)
Comprehensive loss	$	(45,454	)	$	(21,954	)	$	(67,408	)


CAMBIUM NETWORKS CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)
	Nine months ended September 30, 2024
	As Reported			Adjustment			As Restated

Cash flows from operating activities:
Net loss (i) (ii) (iii) (iv) (v) (vi) (b)	$	(45,266	)	$	(21,954	)	$	(67,220	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		3,511			—			3,511
Amortization of software and intangible assets		4,305			—			4,305
Amortization of deferred debt issuance costs		235			—			235
Share-based compensation		7,642			—			7,642
Deferred income taxes (vii)		3,694			(2,293	)		1,401
Provision for inventory excess and obsolescence (iv)		9,286			(3,428	)		5,858
Provision for estimated credit losses (iii)		219			820			1,039
Impairment of goodwill (vi)		—			8,968			8,968
Impairment of customer relationship intangible (vi)		—			6,551			6,551
Impairment of software (vi)		—			505			505
Impairment of property and equipment (vi)		—			8,849			8,849
Impairment of right-of-use operating lease assets (vi)		—			100			100
Other		120			—			120
Change in assets and liabilities:
Receivables (i) (iii) (c)		3,784			646			4,430
Inventories		14,612			—			14,612
Prepaid expenses (vii)		(9,349	)		6,203			(3,146	)
Income taxes receivable (v)		(900	)		(1	)		(901	)
Accounts payable (d)		1,675			(235	)		1,440
Accrued employee compensation (b)		(1,078	)		78			(1,000	)
Accrued liabilities (i) (vii) (b) (c)		2,065			(4,012	)		(1,947	)
Other assets and liabilities (ii) (v) (vii)		1,096			(1,032	)		64
Net cash used in operating activities		(4,349	)		(235	)		(4,584	)

Cash flows from investing activities:
Purchases of property and equipment (d)		(6,209	)		235			(5,974	)
Purchases of software		(4,640	)		—			(4,640	)
Net cash used in investing activities		(10,849	)		235			(10,614	)

Cash flows from financing activities:
Proceeds from issuance of revolver debt		45,000			—			45,000
Repayment of term loan		(2,625	)		—			(2,625	)
Issuance of ordinary shares under ESPP		663			—			663
Taxes paid from shares withheld		(38	)		—			(38	)
Net cash provided by financing activities		43,000			—			43,000
Effect of exchange rate on cash		(21	)		—			(21	)
Net increase in cash		27,781			—			27,781
Cash, beginning of period		18,710			—			18,710
Cash, end of period	$	46,491		$	—		$	46,491

Supplemental disclosure of cash flow information:
Income taxes paid, net of refunds received	$	(972	)	$	—		$	(972	)
Interest paid	$	4,021		$	—		$	4,021

Non-cash investing and financing activities:
Increase (decrease) in property, equipment and software unpaid or accrued in liabilities (d)	$	1,666		$	(3,097	)	$	(1,431	)
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	$	115		$	—		$	115
Debt issuance costs incurred but not yet paid (b)	$	325		$	(325	)	$	—

Note 3. Balance sheet components

Inventories, net

Inventories, net consisted of the following (in thousands):

	December 31,			September 30,
	2023			2024
	2024			2025
				(unaudited)
Finished goods	$	6960,~~428~~657		$	5545,~~975~~108
Raw materials		2110,~~271~~763			1911,~~737~~113
Gross inventory		9071,~~699~~420			7556,~~712~~221
Less: Excess and obsolescence reserve		(2329,~~821~~430	)		(3225,~~732~~317	)
Inventories, net	$	6641,~~878~~990		$	4230,~~980~~904

~~The decrease in finished goods inventory was primarily in our PMP and Enterprise products.~~ Inventory reserves are established for estimated excess and obsolete inventory equal to the difference between the cost of the inventory and the estimated net realizable value of the inventory based on historical usage, known trends, and market conditions and judgment about the anticipated future consumption and our ability to sell the inventory. At December 31, 2023 and September 30, 2024, excess and obsolescence reserves were $23.8 million and $32.7 million, respectively. The increase in the reserve in 2024 was mostly driven by lower demand, mostly for PMP products.

Noncurrent assets

Noncurrent assets consisted of the following (in thousands):


	December 31,		September 30,
	2024		2025
			(unaudited)
Supplier prepayments	$	11,797	$	22,368
Prepaid security deposit		539		517
Other		1,308		1,985
Other noncurrent assets	$	13,644	$	24,870

Accrued liabilities

Accrued liabilities consisted of the following (in thousands):

	December 31,		September 30,
	2023		2024
	2024		2025
			(unaudited)
Accrued goods and services	$	76,~~787~~832	$	510,~~171~~077
Accrued loss on supplier commitments		121,~~949~~634		181,~~799~~402
Accrued inventory purchases		21,~~768~~756		34,~~060~~428
Accrued customer rebates		23,052		18,902
Accrued customer reserves		19,934		16,164
Other		513		206
Accrued interest on debt		824		3,178
Accrued liabilities	$	4730,~~069~~980	$	4635,~~138~~249

Accrued warranty

Provisions for warranty claims are primarily related to our hardware products and are recorded at the time products are sold. The change to accrued warranty was as follows (in thousands):

	Year endedDecember 31,			Nine Months Ended September 30,
	2023			2024
	2024			2025
				(unaudited)
Beginning balance	$	1,~~651~~484		$	1,~~484~~443
Fulfillment of assumed acquisition warranty		(178	)		(5	)
Costs to service warranty		(14	)		(60	)
Provision increase, net		11			125
Provision (decrease) increase, net		(27	)		191
Ending balance	$	1,~~484~~443		$	1,~~604~~574

At December 31, ~~2023~~2024, $1.23 million is included in Other current liabilities and $0.31 million is included in Other noncurrent liabilities on the Company's consolidated balance ~~sheet~~sheets. At September 30, ~~2024~~2025, $1.35 million is included in Other current liabilities and $0.31 million is included in Other noncurrent liabilities on the Company’s ~~condensed~~ consolidated balance ~~sheet~~sheets.

8Other noncurrent liabilities

~~Note~~Other 3.noncurrent ~~Property~~liabilities ~~and~~consisted ~~equipment~~of the following (in thousands):


	December 31,		September 30,
	2024		2025
			(unaudited)
Accrued loss on supplier commitments	$	16,784	$	12,620
Accrued warranty		169		109
Other liabilities		1,469		1,584
Other noncurrent liabilities	$	18,422	$	14,313

Note 4. Property and equipment

Property and equipment, net consisted of the following (in thousands):

		December 31,			September 30,
	Useful Life	~~2023~~2024			~~2024~~2025
					(unaudited)
Equipment and tooling	5 years	$	37,~~678~~036		$	3732,~~125~~521
Computer equipment	3 years		5,~~546~~715			5,~~730~~021
Furniture and fixtures	5 to 10 years		~~853~~850			~~857~~701
Leasehold improvements	2 to 13 years		~~518~~5,426			52,~~429~~237
Total cost			4449,~~595~~027			4940,~~141~~480
Less: Accumulated depreciation			(3135,~~716~~752	)		(3536,~~184~~482	)
Property and equipment, net		$	12,879		$	13,957
Less: Impairment			(8,849	)		—
Property and equipment, net		$	4,426		$	3,998

Total depreciation expense was $1.1 million and $10.24 million for the three-month periods ended September 30, ~~2023~~2024 and ~~2024~~2025, respectively, and $3.25 million and $30.59 million for the nine-month periods ended September 30, ~~2023~~2024 and ~~2024~~2025, respectively (unaudited).

~~During~~As a result of the ~~three-month~~impairment ~~period~~triggers identified during the year ended ~~September~~December 3031, 2024, the ~~qualitative~~Company ~~assessment~~ completed ona quantitative assessment of the Company's long-lived assets ~~indicated~~for recoverability. Based on the ~~existence~~quantitative ofassessment ~~impairment~~performed, ~~triggers~~management ~~such~~concluded that the assets were not recoverable. The Company ~~would~~completed ~~need~~a tofull ~~assess~~review of its assets using the ~~undiscounted~~cost ~~cash~~approach, ~~flows~~considering ateconomic ~~the~~obsolescence, ~~asset~~and ~~group~~recorded ~~level~~an ~~for~~impairment ~~recoverability~~charge of $8.8 ~~Based~~million, onconsisting ~~the~~of ~~quantitative~~$4.9 ~~assessment~~million ~~performed~~for equipment and tooling, ~~management~~$3.2 ~~concluded~~million ~~the~~for ~~assets~~leasehold ~~were~~improvements, ~~recoverable~~$0.6 million for computer equipment and no$0.1 ~~impairment~~million ~~charge~~for ~~was~~furniture ~~recorded~~and fixtures. ~~Refer~~As toof ~~Note~~September 530, -2025, ~~Goodwill~~the ~~and~~asset ~~intangible~~costs ~~assets~~reflect ~~for~~the ~~additional~~impact ~~information~~of the impairment recorded in 2024.

~~Note 4. Software~~12

Note 5. Software

Software consisted of the following (in thousands):

		December 31, 2023								September 30, 2024
		December 31, 2024										September 30, 2025
										~~(unaudited)~~		(unaudited)
	Useful Life	Gross carrying amount		Accumulated amortization			~~Net balance~~Impairment			~~Gross~~Net ~~carrying amount~~balance		~~Accumulated~~Gross ~~amortization~~carrying amount			~~Net~~Accumulated ~~balance~~amortization			Impairment			Net balance
Acquired and Software for internal use	3 to 7 years	$	16,814	$	(15,696	)	$	1,118		$	16,938	$	(16,041	)	$	897
Acquired software and Software for internal use	3 to 7 years	$	16,943	$	(16,104	)	$	(505	)	$	334	$	16,643		$	(16,193	)	$	—			450
Software marketed for external sale	3 years		1722,~~563~~789		(610,~~696~~569	)		~~10,867~~(562	)		2211,~~018~~658		(926,~~528~~610	)		12(13,~~490~~043	)		(159	)		13,408
Total		$	3439,~~377~~732	$	(2226,~~392~~673	)	$	11(1,~~985~~067	)	$	3811,~~956~~992	$	~~(25~~43,~~569~~253	)	$	13(29,~~387~~236	)	$	(159	)	$	13,858

Amortization of acquired software and software for internal use is computed using the straight-line method over an estimated useful life of generally three to seven years. Amortization expense recognized on acquired software and software for internal use is reflected in ~~depreciation~~Depreciation and amortization expense in the ~~condensed~~ consolidated statements of operations and comprehensive loss. Amortization expense was $0.1 million and $0.103 million for the three-month periods ended September 30, ~~2023~~2024 and ~~2024~~2025, respectively. Amortization expense was $0.3 million and $0.31 million for the nine-month periods ended September 30, ~~2023~~2024 and ~~2024~~2025, respectively.

Amortization expense recognized on software to be sold or marketed externally was $01.80 million and $1.0.8 million for the three-month periods ended September 30, ~~2023~~2024 and ~~2024~~2025, respectively, and $2.08 million and $2.85 million for the nine-month periods ended September 30, ~~2023~~2024 and ~~2024~~2025, respectively, and is included in ~~cost~~Cost of revenues onin the ~~condensed~~ consolidated statements of operations and comprehensive loss.

9The Company completes a net realizable value test on its software to be marketed for external sale for impairment at each reporting period. In the second quarter of 2025, the Company identified one product where the net realizable value was below the unamortized capitalized costs of that product and recognized a $0.2 million impairment (unaudited). At December 31, 2024, the Company identified one product where the net realizable value was below the unamortized capitalized costs of that product and recognized a $0.6 million impairment. As of September 30, 2025, the gross carrying amount of the software marketed for external sale reflects the impact of the 2024 impairment recognized.

Based on capitalized software assets at September 30, ~~2024~~2025, estimated amortization expense in future fiscal years is as follows (unaudited and in thousands):

Year ending December 31,	Acquired software and Software for internal use ~~software~~		Softwaremarketed forexternal ~~use~~sale		Total
2024 (October - December)	$	116	$	1,093	$	1,209
2025 (October - December)		211		1,008		1,219
2025		435		4,177		4,612
2026		133		4,133		4,266
2026		318		3,533		3,851
2027		106		4,069		4,175
2027		28		2,308		2,336
2028		—		3,367		3,367
2028		—		1,379		1,379
2029		—		831		831
Thereafter		—		—		—
Total amortization	$	450	$	13,408	$	13,858
Total amortization	$	897	$	12,490	$	13,387

~~Note 5. Goodwill and intangible assets~~ 13

~~There~~Note ~~was~~6. noGoodwill ~~change~~and ~~in the carrying amount of goodwill or~~ intangible assets ~~during the three-month and nine-month periods ended September 30, 2024 (unaudited).~~

There was no change in the carrying amount of goodwill or intangible assets during the three-month period ended September 30, 2025 (unaudited).

The Company tests goodwill for impairment annually on December 31 and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or asset group below its carrying amount and tests intangible assets if an indicator suggests that the carrying amount may not be recoverable.

Accordingly, the Company completes a quarterly qualitative triggering events assessment which considers significant events and circumstances such as a reporting unit’s historical and current results, assumptions regarding future performance, operating income or cash flows, strategic initiatives and overall economic factors, including significant negative industry or economic trends and macro-economic developments, and sustained declines in the Company's share price or market capitalization, considered in both absolute terms and relative to peers, to determine whether any of these may indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying value. During the third quarter of 2024, the Company experienced a debt covenant breach and a decline in its market capitalization as a result of a sustained decrease in the trading price of the Company's ordinary shares, each of which represented a triggering event causing management to perform a quantitative goodwill impairment test as of September 30, 2024. As a result of the impairment analysis, the Company recorded an impairment charge of $9.0 million against goodwill. The Company recorded this impairment as of September 30, 2024 and the loss is included in Impairment expense on the consolidated statements of operations and comprehensive loss for the three-month and nine-month periods ended September 30, 2024.

~~During~~As ~~the~~of ~~three~~December ~~months~~31, ~~ended~~2024 and September 30, ~~2024~~2025, the Company ~~experienced a debt covenant breach and a decline in its market capitalization as a result of a sustained decrease in the trading price of the Company~~'s ~~shares,~~single ~~each~~reporting ~~which~~unit ~~represented~~had ~~triggering~~a ~~events~~negative ~~requiring~~carrying ~~management~~value toand ~~perform~~no afurther ~~quantitative goodwill~~ impairment ~~test as~~ of ~~September 30, 2024. The Company engaged a third party valuation firm to assist in preparing the interim~~ goodwill ~~impairment~~was ~~valuations as of September 30, 2024~~recorded.

~~For~~During the ~~assessment~~three-month ~~of goodwill, management determined it operates as one reporting unit~~ and ~~compared~~nine-month ~~the~~periods ~~fair~~ended ~~value~~September ~~of its one reporting unit to its carrying value. Both an income and market approach were used in determining the fair value of its one reporting unit. The income approach~~30, ~~or discounted cash flow method~~2024, ~~utilized~~ the Company's ~~current~~completed ~~forecast~~an ~~based~~assessment ~~on management's estimates~~ of ~~revenue, expenses, capital expenditures and working capital projections. The residual value was captured utilizing~~ the ~~Gordon~~customer ~~Growth~~relationship ~~method~~intangible and ~~the discount rate was~~ determined based on the Company's weighted average cost of capital. The market approach used was the Guideline Public Company ("GPC") method which valued the Company based on trading multiples derived from publicly traded companies that ~~are similar to~~ the Company. The trailing-twelve-month, 2024 estimate and 2025 estimate enterprise value-to-revenue multiples were used to value the Company. Multiples were selected based on a review of the multiple indications derived from the GPCs and the comparable company multiples were reviewed for differences in growth prospects, profitability and risk profiles between the Company and the GPCs. Based on the results of the quantitative assessments, the fair value of ~~the~~its ~~Company's~~customer ~~one~~relationship ~~reporting~~intangible ~~unit~~ was ~~marginally~~negative ~~in excess of its carrying value~~ and the ~~Company's~~entire ~~goodwill~~value was ~~not~~ impaired ~~as of September 30~~, ~~2024. When~~resulting ~~estimating the future cash flows of the Company's one reporting unit, the Company generally assumed revenue~~ in ~~future~~an ~~years~~full ~~would~~impairment ~~increase~~loss with a return to normalized consumption levels across all product lines in the short-term, and future growth rates in line with the expected industry growth rate, and increased operating margins in future years would improve as a result of improved gross margins, mostly due to managing product costs and a reduction of excess and obsolete charges, along with reduced operating expenses as a result of the corporate restructurings and a continued emphasis on controlling discretionary spending$6. ~~However,~~6 if overall market conditions deteriorate, the Company is unable to achieve its forecasted results, or the trading price of its shares continue to decline, future non-cash impairment charges may result which could be materialmillion.

~~The~~Intangible ~~Company~~assets ~~also~~amortization ~~considered~~expense ~~its~~was ~~long-lived~~$0.4 ~~assets~~million ~~(including~~for ~~intangible~~the ~~assets~~three-month ~~with~~period ~~definite~~ended ~~useful~~September ~~lives)~~30, ~~which~~2024 ~~are~~and ~~amortized~~$1.1 ~~over~~million ~~their~~for ~~estimated~~the ~~useful~~nine-month ~~lives.~~period ~~The~~ended ~~Company~~September ~~engaged~~30, 2024. As the ~~same~~customer ~~third~~relationship ~~party~~intangible ~~valuation~~asset ~~firm~~was ~~used~~fully ~~for~~impaired ~~the~~as ~~goodwill~~of ~~impairment~~December ~~assessment~~31, to2024, ~~assist~~there ~~with~~was ~~the~~no ~~interim~~amortization ~~long~~expense for the three-~~lived~~month ~~asset~~and ~~recoverability~~nine-month ~~test~~periods atended September 30, ~~2024.~~2025 ~~These assets are reviewed for~~ (unaudited).

10Note 7. Debt

~~impairment~~At ~~only~~September ~~when~~30, ~~facts~~2025, ~~or circumstances indicate that~~ the ~~carrying~~Company ~~values~~had ~~may not be recoverable~~$21.5 ~~The~~million ~~debt~~outstanding ~~covenant~~under ~~breach~~its asterm ~~well~~loan asfacility ~~the decline in the Company's market capitalization driven by a sustained decrease in the trading price of the Company's shares each were considered to represent triggering events~~ and ~~the~~$45.0 ~~Company's~~million ~~long-lived~~outstanding ~~assets~~under ~~were~~its ~~reviewed~~revolving ~~for~~credit ~~impairment~~facility. ~~Management~~As ~~concluded the asset group is at the same level as the Company's reporting unit, the primary asset~~ of ~~the~~September ~~asset group was determined to be the Company's customer relationships~~30, with the remaining useful life of the customer relationships estimated to be approximately 61 months. The undiscounted cash flows of the asset group was estimated on a pre-tax basis over the life of the primary asset. Since the asset group constitutes a reporting unit or a business2025, ~~a residual value was included to capture~~ the approximate proceeds from the eventual disposition of the business. A terminal value approach was used to determine the residual value of the business. The carrying value of the asset group was determined to be the Company's ~~invested~~had ~~capital~~no ~~less~~availability ~~debt~~left ~~plus~~under ~~equity.~~its ~~The~~revolving ~~asset~~credit ~~group's~~facility ~~recoverability was determined by comparing the carrying value of the asset group to the sum of the undiscounted cash flows of the asset group~~(unaudited). ~~Based on the results of the quantitative assessment, the undiscounted cash flows were greater than the carrying value of the asset group, and the asset group was recoverable at September 30, 2024.~~

The ~~Company~~following ~~will~~table ~~continue~~reflects tothe ~~monitor~~breakdown ~~for~~of ~~potential~~the ~~impairment~~term ~~should~~loan ~~these~~and ~~impairment~~revolving ~~indicators~~credit ~~continue~~facilities orat ~~new~~December ~~impairment~~31, ~~indicators~~2024 ~~arise.~~and September 30, 2025 (in thousands):

The useful life, gross carrying value, accumulated amortization, and net balance for each major class of definite-lived intangible assets at each balance sheet date were as follows (in thousands):


	December 31,			September 30,
	2024			2025
				(unaudited)
Term loan facility	$	22,781		$	21,469
Revolving credit facility		45,000			45,000
Less: debt issuance costs on term loan facility		(142	)		(109	)
Total debt, net		67,639			66,360
Less: Current portion of long-term debt, net		(67,639	)		(66,360	)
Total long-term debt, net	$	—		$	—

		December 31, 2023							September 30, 2024
									(unaudited)
	Useful Life	Grosscarrying amount		Accumulatedamortization			Net balance		Grosscarrying amount		Accumulatedamortization			Net balance
Customer relationships	5 to 18 years	$	19,300	$	(11,625	)	$	7,675	$	19,300	$	(12,749	)	$	6,551
Total		$	19,300	$	(11,625	)	$	7,675	$	19,300	$	(12,749	)	$	6,551

As of December 31, 2024, the effective interest rate on the term loan facility was 10.24%. As of September 30, 2025, the effective interest rate on the term loan facility was 10.19% (unaudited).

~~Intangible~~As ~~assets~~of ~~are~~December ~~amortized~~31, ~~over~~2024, ~~their~~the ~~expected~~weighted-average ~~useful~~interest ~~life~~rate ~~and~~for ~~none~~borrowings ~~are~~outstanding ~~expected~~under ~~to have a significant residual value at~~ the ~~end~~revolving ofcredit ~~their~~facility ~~useful life. Intangible assets amortization expense~~ was $08.~~4 million and $0~~73%.4 ~~million~~As ~~for~~of ~~the three-month periods ended~~ September 30, ~~2023 and 2024~~2025, ~~respectively~~the ~~and~~weighted-average ~~$1.1~~interest ~~million~~rate ~~and~~for ~~$1.1~~borrowings ~~million~~outstanding ~~for~~under the ~~nine-month~~revolving ~~periods~~credit ~~ended~~facility ~~September~~was ~~30,~~9.61% ~~2023 and 2024, respectively~~(unaudited).

~~Based~~In addition to the interest charged on ~~capitalized~~the ~~intangible~~term ~~assets~~loan facility and the revolving credit facility, as a result of ~~September~~the ~~30,~~covenant ~~2024~~violation, ~~estimated~~the ~~amortization~~bank ~~expense~~converted ~~amounts~~the interm ~~future~~loan ~~fiscal~~and ~~years~~revolving ~~are~~credit asfacilities ~~follows~~to ~~(unaudited~~Base Rate loans on the default date and inhas ~~thousands):~~imposed an additional 2% interest penalty on all outstanding amounts until the events of default are cured.

Year ending December 31,	Amortization
2024 (October - December)	$	374
2025		1,498
2026		1,498
2027		1,498
2028		1,144
Thereafter		539
Total amortization	$	6,551

11As of June 30, 2025, the Company ceased making the required quarterly principal and interest payments on the term loan and the periodic interest payments on the revolving credit facility.

~~Note~~The 6.maturity ~~Debt~~ date of the term loan facility and the revolving credit facility, with all amounts outstanding, becoming due and payable in full, is November 17, 2026 (the “Maturity Date”).

As of September 30, 2024, the Company had $22.8 million outstanding under its term loan facility and $45.0 million outstanding under its revolving credit facility. As of September 30, 2024, the Company has no availability left under its revolving credit facility (unaudited).

The following table reflects the current and noncurrent portions of the term loan and revolving credit facilities at December 31, 2023 and September 30, 2024 (in thousands):

	December 31,			September 30,
	2023			2024
				(unaudited)
Term loan facility	$	25,406		$	22,781
Revolving credit facility		—			45,000
Less: debt issuance costs on term loan facility		(294	)		(204	)
Total debt, net		25,112			67,577
Less: current portion of long-term debt		(3,281	)		(67,781	)
Current portion of debt issuance costs		95			204
Total long-term debt, net	$	21,926		$	—

As of December 31, 2023, the effective interest rate on the term loan facility was 7.69%. As of September 30, 2024, the effective interest rate on the term loan facility was 8.85% (unaudited). The increase in the effective interest rate is being driven mostly by the higher applicable margin as a result of the amendment completed on December 29, 2023.

The Company borrowed $45.0 million against its revolving credit facility during the first half of 2024 for working capital and normal operations. As of September 30, 2024, the weighted-average interest rate for borrowings outstanding under the revolving credit facility was 8.66% (unaudited).

As of September 30, 2024, the Company has made all required quarterly principal and interest payments.

Loan covenants and violations

The ~~Company's~~Amended ~~credit~~Credit ~~agreement~~Agreement is subject to financial covenants, including covenants which require the Company to meet key financial ratios and customary affirmative and negative covenants. As of September 30, ~~2024~~2025, the Company was not in compliance with its ~~monthly~~quarterly ~~liquidity~~consolidated ~~covenant~~fixed atcharge ~~each~~coverage ~~measurement~~ratio ~~date~~and ~~during~~consolidated ~~the~~leverage ~~quarter.~~ratio ~~However,~~covenants asand ofdid ~~September~~not ~~30,~~make ~~2024,~~ the ~~Company~~required ~~was~~principal ~~not~~and ininterest ~~compliance~~payment ~~with~~on ~~its~~the ~~quarterly~~term ~~consolidated~~loan ~~EBITDA~~facility ~~covenant.~~and ~~This~~the ~~non-~~interest payment ~~event~~on the revolving credit facility. These events of default ~~affords~~afford ~~the~~Bank ~~bank~~of America the right to declare the amounts immediately due and payable on the outstanding term loan principal amount of $2221.85 million and the outstanding revolving credit facility amount of $45.0 million. ~~The~~Although the Company iscontinues ~~seeking~~regular adiscussions ~~forbearance~~with ~~from~~the ~~Bank~~lender ofto ~~America,~~address asits ~~lender~~noncompliance ~~under~~of the ~~Amended~~covenants, ~~Credit~~it ~~Agreement,~~has ~~and~~been isunable ~~working~~to ~~with~~obtain a waiver of the ~~bank~~defaults tofrom ~~address~~the ~~its~~lender, ~~noncompliance~~or ~~with~~otherwise refinance the ~~covenant~~indebtedness. There can be no assurances that the ~~bank~~lender will provide ~~such~~a anwaiver ~~agreement~~ and ~~may~~could declare athe Company in default and ~~require~~accelerate ~~immediate~~all ~~payment.~~amounts due under the term loan facility and the revolving credit facility.

The term loan facility and revolving credit facility mature on November 17, 2026, however, the covenant violation gives the bank the right to require immediate payment of the outstanding amounts. Accordingly, the entire $2221.85 million outstanding on the term loan facility and the $45.0 million outstanding under the revolving credit facility ~~have~~are ~~been~~ classified as current and included in Current portion of long-term debt, net on the ~~condensed~~ consolidated balance ~~sheets~~sheet as of September 30, ~~2024~~2025. Further, the $0.21 million of unamortized debt issuance costs associated with the term loan facility are classified as current and included in Current portion of long-term debt, net and $0.42 million of unamortized debt issuance costs associated with the revolving credit facility are classified as current and included in Other current assets on the ~~condensed~~ consolidated balance ~~sheets~~sheet as of September 30, ~~2024~~2025. If the bank requires immediate repayment of the outstanding term loan facility and revolving credit facility, the Company would be required to write-off these unamortized debt issuance costs upon extinguishment of the debt (unaudited).

Refer to Note 16. Subsequent events for disclosure of the Company's noncompliance with its monthly liquidity covenant as of October 31, 2024.

Interest expense

Net interest expense, including bank charges and amortization of debt issuance costs on the debt, was $01.67 million and $12.4 million for the three-month periods ended September 30, ~~2023~~2024 and ~~2024~~2025, respectively, and $14.80 million and $3.6.7 million for the nine-month periods ended September 30, ~~2023~~2024 and ~~2024~~2025, respectively (unaudited). The increase in interest expense is mostly due to the increase in the interest rate and applicable margin on the term loan facility, ~~and~~ the addition of interest expense on the revolving credit facility and the additional 2% penalty being assessed by the lender while the Company is in default.

12Note 8. Employee benefit plans

~~Note~~The 7Company’s significant employee benefit plans currently consist of a defined contribution plan in the United States and a separate defined contribution plan in the UK. ~~Employee~~The Company does not offer any other elective postretirement benefit plans, such as retiree medical and dental benefits or deferred compensation agreements to its employees or officers.

The Company’s employee benefit plans currently consist of a retirement plan in the United States and a separate defined contribution plan in the UK. The Company does not offer any other postretirement benefit plans, such as retiree medical and dental benefits or deferred compensation agreements to its employees or officers.

U.S. plan

U.S. ~~employees that satisfy certain eligibility requirements~~regular, ~~including~~full-time ~~requirements~~employees ~~related to age and length of service,~~ are eligible to participate in the Cambium Networks, Inc. 401(k) Plan., ~~The~~which ~~plan~~ is ~~intended~~a toqualified ~~qualify~~defined ascontribution aplan ~~tax-qualified~~under section 401(k) ~~plan~~of sothe ~~that~~Internal ~~contributions~~Revenue toService Code. Under the Cambium Networks, Inc. 401(k) ~~plan~~Plan, ~~and~~the ~~income~~Company ~~earned~~contributes ona ~~such~~dollar-for-dollar ~~contributions,~~match ~~are~~of ~~not~~the ~~taxable~~first to4% ~~participants~~an ~~until~~employee ~~withdrawn~~contributes orto ~~distributed from~~ the ~~401(k)~~ plan. ~~Under~~Employees ~~the~~are ~~401(k)~~eligible ~~plan,~~to ~~each~~participate ~~employee~~on isthe ~~fully~~first ~~vested~~day inof ~~his~~the ormonth ~~her~~following ~~deferred~~their ~~salary~~date ~~contributions.~~of ~~Employee~~hire ~~contributions~~and ~~are~~begin ~~held~~receiving ~~and~~company ~~invested~~contributions bythree ~~the~~months ~~plan’s~~after ~~trustee~~they asbecome ~~directed~~eligible byto ~~participants.~~participate ~~Under~~in the ~~Cambium Networks, Inc~~plan. ~~401(k)~~Company ~~Plan,~~matching ~~the~~contributions ~~Company~~are ~~matches~~made ~~100%~~each ofpay ~~employee~~period, ~~contributions~~but to the ~~401(k)~~funds ~~plan~~to upnot tovest auntil ~~maximum~~the ~~amount~~employee's ofsecond 4%anniversary of ~~eligible~~employment ~~wages,~~with ~~which~~the ~~matching~~Company. ~~contributions~~Employees are ~~subject~~always tofully ~~vesting~~vested in ~~equal~~their ~~annual~~own ~~increments over two years of service~~contributions. All contributions, including the Company match, are made in cash and invested in accordance with the participants' investment elections. Contributions made by the Company under the Cambium Networks, Inc. 401(k) Plan were $0.3 million and $0.32 million for the three-month periods ended September 30, ~~2023~~2024 and ~~2024~~2025, respectively, and $10.27 million and $0.67 million for the nine-month periods ended September 30, ~~2023~~2024 and ~~2024~~2025, respectively (unaudited).

UK plan

Regular, full-time UK employees ~~who satisfy certain eligibility requirements~~ are eligible to participate in the Cambium Networks Ltd. Stakeholder Pension Scheme, which is a qualified defined contribution plan. Employees are eligible to participate on the first of the month following receipt of their enrollment form, and eligible employees are automatically enrolled in the plan at a default employee contribution rate of 3% ~~of eligible compensation~~ and a company contribution rate of 5% of the employee’s basic salary. The Company contribution rate increases by 1% for each additional 1% that the employee contributes up to a maximum of 7%. Company matching contributions vest immediately and employees are always vested in their own contributions. All contributions, including the Company match, are made in cash and deposited in the participant’s account each pay period. The total contributed by the Company under this plan was $0.1 million and $0.1 million for the three-month periods ended September 30, 2023 and 2024, respectively, and $0.3 million and $0.3 million for the nine-month periods ended September 30, 2023 and 2024, respectively (unaudited).

~~Note 8. Shareholders' equity~~ 15

1% that the employee contributes up to a maximum of 7%. Company matching contributions vest immediately and employees are always vested in their own contributions. All contributions, including the Company match, are made in cash and deposited in the participant’s account each pay period. The total contributed by the Company under this plan was $0.1 million and $0.1 million for the three-month periods ended September 30, 2024 and 2025, respectively, and $0.3 million and $0.2 million for the nine-month periods ended September 30, 2024 and 2025, respectively (unaudited).

Note 9. Shareholders' equity

2019 Share incentive plan

In June 2019, the Company’s Board of Directors adopted, and its shareholders approved, the 2019 Share Incentive Plan (“2019 Plan”). The 2019 Plan provides for the grant of incentive share options, nonqualified share options, share appreciation rights, restricted share awards (“RSAs”), restricted share units (“RSUs”), other share-based awards and performance awards. The share reserve under the 2019 Plan is automatically increased on the first day of each fiscal year, beginning with the fiscal year ended December 31, 2020 and ~~continuing~~will continue until, and including, the fiscal year ending December 31, 2029. The number of shares added annually is equal to the lowest of 1,320,000 shares, 5% of the number of the Company’s shares outstanding on the first day of such fiscal year, or an amount determined by the Board of Directors. OnThe ~~March~~Company 18added 1,320,000 ~~2024~~shares to the 2019 Plan as of January 1, 2025, under this provision. Due to the Company's ~~registered~~noncompliance with Nasdaq Listing Rule 5250(c)(1) (the "Filing Rule") for failure to timely file its Form 10-K for the year ended December 31,~~320~~ 2024,~~000~~ the Company was not able to register these additional shares ~~that~~during ~~may~~2025 to be issued under the 2019 Plan.

The Company’s employees, officers, directors, consultants, and advisors are eligible to receive awards under the 2019 Plan. Incentive share options, however, may only be granted to the Company's employees.

For the three-month periods ended September 30, 2023 and 2024, the Company recorded corresponding income tax benefits of $0.0 million and $0.0 million, respectively, and for the nine-month periods ended September 30, 2023 and 2024, the Company recorded corresponding income tax benefits of $0.1 million and $0.0 million, respectively (unaudited).

Share-based compensation

The following table shows total share-based compensation expense for the three-month and nine-month periods ended September 30, ~~2023~~2024 and ~~2024~~2025 (unaudited and in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2024		2023		2024
	2024		2025		2024		2025
Cost of revenues	$	4552	$	5220	$	~~160~~136	$	~~136~~96
Research and development		~~1,037~~959		~~959~~567		32,~~693~~824		2,~~824~~014
Sales and marketing		~~597~~413		~~413~~183		21,~~026~~407		~~1,407~~723
General and administrative		1,~~166~~071		~~1,071~~678		23,~~903~~275		32,~~275~~136
Total share-based compensation expense	$	2,~~845~~495	$	21,~~495~~448	$	87,~~782~~642	$	74,~~642~~969

Share options

The Company's time-based share options typically have a contractual term of ten years from grant date and typically vest over a four-year period. The Company recognizes compensation expense associated with its time-based share options on a straight-line basis over the requisite service period.

The following is a summary of option activity for the Company’s share incentive plans for the nine-month period ended September 30, ~~2024~~2025 (unaudited):

	Options			Weightedaverageexerciseprice		Weighted Averageremainingcontractualterm (years)		Aggregateintrinsicvalue
Outstanding at December 31, 2023		4,689,916		$	11.98		7.5	$	617,623
Outstanding at December 31, 2024		5,418,312		$	9.70		7.2	$	—
Options granted		~~1,475,625~~—		$	~~3.95~~—		—	$	—
Options exercised		—		$	—		—	$	—
Options expired		(~~212~~161,~~954~~803	)	$	1411.3573		—	$	—
Options forfeited		(~~397~~197,~~694~~886	)	$	114.0005		—	$	—
Outstanding at September 30, 2024		5,554,893		$	9.83		7.3	$	—
Outstanding at September 30, 2025		5,058,623		$	9.85		6.3	$	—
Options exercisable at September 30, 2024		2,839,385		$	13.05		5.5	$	—
Options exercisable at September 30, 2025		3,565,905		$	11.32		5.6	$	—
Options vested and expected to vest at September 30, 2024		5,442,283		$	9.92
Options vested and expected to vest at September 30, 2025		4,992,901		$	9.92		6.3

The Company uses the Black-Scholes option pricing model to estimate the fair value of share options. The Company utilized a forfeiture rate of 8.2% during the nine-month period ended September 30, 2024 for estimating the forfeitures of share options granted. 16

The Company uses the Black-Scholes option pricing model to estimate the fair value of share options. There were no share options granted during the three-month period ended September 30, 2025.

The fair value of share options is estimated using the following weighted-average assumptions (unaudited):

	Nine months ended September 30,
		2023			2024
		2024			2025
Expected dividend yield			—		N/A	—
Risk-free interest rate			4.3138	%	N/A	~~4.38~~	%
Weighted-average expected volatility			6976.37	%	N/A	~~76.7~~	%
Expected term (in years)			5.748		N/A	~~5.80~~
Weighted average grant-date fair value per share of options granted		$	52.7371		$N/A	~~2.71~~

At September 30, ~~2024~~2025, there was $105.27 million in unrecognized pre-tax share-based compensation expense, net of estimated forfeitures, related to unvested time-based share option awards. The unrecognized share-based compensation expense is expected to be recognized through the second quarter of 2028 (unaudited).

Restricted shares

The Company's time-based RSUs typically vest over a four-year period. The Company recognizes compensation expense associated with its time-based RSUs on a straight-line basis over the four-year requisite service period.

14The following is a summary of restricted shares activity for the Company’s share incentive plan for the nine-month period ended September 30, 2025 (unaudited):

The following is a summary of restricted shares activity for the Company’s share incentive plan for the nine-month period ended September 30, 2024 (unaudited):


	Units			Weighted average grant date fair value
RSU balance at December 31, 2024 1		1,263,210		$	5.29
RSUs granted		—		$	—
RSUs vested		(389,150	)	$	6.73
RSUs forfeited 1		(148,040	)	$	7.06
RSU balance at September 30, 2025		726,020		$	4.16

	Units			Weightedaveragegrant datefair value
RSU balance at December 31, 2023 1		556,340		$	16.92
RSUs granted		1,029,920		$	3.04
RSUs vested		(138,803	)	$	21.05
RSUs forfeited 1		(135,810	)	$	14.18
RSU balance at September 30, 2024 1		1,311,647		$	5.87

1 Includes time-based RSUs and the performance-based RSUs for which a grant date has been established, as described below.

Of the ~~138~~389,~~803~~150 RSUs vested, the Company withheld 11121,~~551~~575 of those shares to pay the employees’ portion of the minimum payroll withholding taxes due at vesting.

The fair value of the RSUs is based on the fair value of the Company's ordinary shares on the grant date. ~~The~~There ~~Company~~were ~~utilized~~no aRSUs ~~forfeiture~~granted ~~rate of 8.2%~~ during the ~~nine~~three-month period ended September 30, ~~2024 for estimating the forfeitures of RSUs granted~~2025.

As of September 30, ~~2024~~2025, there was $62.05 million in unrecognized pre-tax compensation expense, net of estimated forfeitures, related to unvested time-based restricted share units. The unrecognized compensation expense is expected to be recognized through the ~~third~~fourth quarter of 2028 (unaudited).

Performance-based share awards

In May 2023, performance-based share awards were awarded to select executive officers of the Company. The awards ~~contain~~contained a performance-based vesting criteria and included 60,000 share options and 135,000 restricted share units. The performance-based awards ~~have~~had two separate annual performance periods, with 50% of the performance-based awards vesting over each of the annual performance periods ~~ending~~ended on December 31, 2023 ("First Performance Period") and December 31, 2024 ("Second Performance Period") if the performance goal iswas met. If the performance goal for that performance period iswas not met, the performance-based awards dodid not vest and ~~are~~were forfeited. The performance goal iswas based on the Company's adjusted earnings per share, as publicly reported by the Company, for each performance period. The method used to measure the fair value of the performance-based awards is consistent with the methods used to measure the fair value of time-based share options and RSUs, as described above. ~~During 2023, the 60,000 share options were forfeited prior to the end of the performance periods due to employee termination.~~

For performance-based awards that vest during the First Performance Period, the Company's Compensation Committee retained the ability to modify the applicable adjusted earnings per share metric. Due to this discretion, the Company determined that the grantee does not have a mutual understanding of the key terms and conditions of the performance-based awards in the First Performance Period, and a grant date will not exist until the Compensation Committee approves the adjusted earnings per share metric for the First Performance Period. On January 29, 2024, the Compensation Committee determined the performance goals for the First Performance Period were not achieved and the total potential shares of 62,500 RSUs were forfeited (unaudited).

~~Unlike~~On ~~the~~February ~~performance-based~~4, ~~awards in the First Performance Period~~2025, the Compensation Committee ~~does~~determined ~~not have~~ the ~~discretion~~performance togoals ~~modify the applicable adjusted earnings per share metric~~ for ~~performance-based awards that vest during~~ the Second Performance Period. Aswere ~~such,~~not aachieved ~~mutual understanding of the key terms~~ and ~~conditions, and thus a grant date, exists on~~ the ~~date that the performance-based awards are issued by the Company. As of September 30, 2024, based on the~~ total potential shares ~~that~~of ~~could be earned, there were~~ 37,500 RSUs ~~granted.~~were Aforfeited grant date fair value was established, and the weighted average grant date fair values calculated in the above tables include these performance-based RSUs. The Company has not recognized any compensation expense on these performance-based awards since the achievement of the performance goal is not probable. As of September 30, 2024, there was $0.5 million in unrecognized pre-tax compensation expense, net of estimated forfeitures, related to these unvested performance-based share awards for the Second Performance Period, which will be recognized over the requisite service period from January 1, 2024 through the first quarter of 2025 if it is probable that the adjusted earnings per share metric will be achieved (unaudited).

Employee share purchase plan

In June 2019, the Company’s Board of Directors adopted, and its shareholders approved, the Employee Share Purchase Plan (“ESPP”). The ESPP was effective on June 25, 2019, and the initial offering period of ~~six~~nine months commenced on January 1, 2021. The current offering period of ~~six~~nine months commenced on July 1, 2024 and runs through December 31, 2024. The purchase price of the shares is 85% of the lower of the fair market value of the Company’s ordinary shares on the first trading day of the offering period and the purchase date. The ESPP includes an annual increase to the shares available for sale on the first day of each fiscal year beginning in 2020, equal to the lesser of 275,000 shares, 1% of the outstanding shares as of the last day of the immediately preceding fiscal year, or such other amount as the administrator may determine. The Company added 275,000 shares to the ESPP as of January 1, 2025, under this provision. Due to the Company's noncompliance with the Filing Rule, the Company did not register any additional shares in 2025 for the ESPP. In addition, effective January 1, 2025, management temporarily suspended the ESPP program.

15For the three-month and nine-month periods ended September 30, 2024, the Company recognized $0.1 million and $0.5 million, respectively, of share-based compensation expense related to the ESPP. The Company did not recognize share-based compensation expense related to the ESPP for the three-month and nine-month periods ended September 30, 2025. There were 279,403 shares issued under the ESPP during the three-month and nine-month periods ended September 30, 2024, and there were no shares issued under the ESPP during the three-month and nine-month periods ended September 30, 2025 (unaudited).

inNote ~~2020, equal to the lesser of 275,000 shares, 1% of the outstanding shares as of the last day of the immediately preceding fiscal year, or such other amount as the administrator may determine~~10. ~~The~~Loss ~~Company~~per ~~registered~~share ~~275,000 additional shares on March 18, 2024.~~

~~For~~Basic ~~the~~net ~~three-month~~loss ~~periods~~per ~~ended~~share ~~September~~is ~~30,~~computed ~~2023~~by ~~and~~dividing ~~2024,~~net loss by the ~~Company~~weighted-average ~~recognized~~number ~~$0.2~~of ~~million~~shares ~~and~~outstanding $0during the period.1 ~~million,~~Diluted ~~respectively,~~net ofloss per share~~-based~~ ~~compensation~~is ~~expense~~computed ~~related~~using to the ~~ESPP.~~treasury ~~For~~method ~~the~~by ~~nine-month~~giving ~~periods~~effect ~~ended~~to ~~September~~all ~~30,~~potentially ~~2023~~dilutive ~~and~~ordinary ~~2024,~~share ~~the~~equivalents ~~Company~~outstanding ~~recognized~~for $0the period.7 ~~million~~For ~~and~~purposes ~~$0.5~~of ~~million~~this calculation, ~~respectively~~share options, ofRSUs, ~~share-based~~and ~~compensation~~ESPP ~~expense~~awards ~~related~~are considered to ~~the~~be ~~ESPP.~~ordinary ~~There~~share ~~were~~equivalents ~~88,290~~but ~~shares~~are ~~issued~~excluded ~~under~~from the ~~ESPP~~calculation ~~during~~of ~~the~~diluted ~~three-month~~loss ~~and~~per ~~nine-month~~share ~~periods~~when ~~ended~~including ~~September~~them ~~30,~~would ~~2023.~~have ~~There~~an ~~were~~anti-dilutive ~~279,403~~effect. ~~shares~~The ~~issued~~following ~~under~~table ~~the~~sets ~~ESPP~~forth ~~during~~ the ~~three-month~~computation ~~and~~of ~~nine-month~~basic ~~periods~~and ~~ended~~diluted ~~September~~net ~~30,~~earnings ~~2024~~per share (unaudited). and in thousands, except for share and per share data):

Note 9. Loss per share


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2025			2024			2025
	(As Restated)						(As Restated)
Numerator:
Net loss	$	(34,526	)	$	(8,530	)	$	(67,220	)	$	(29,671	)
Denominator:
Basic weighted average shares outstanding		28,217,453			28,831,946			27,990,835			28,720,476
Diluted weighted average shares outstanding		28,217,453			28,831,946			27,990,835			28,720,476
Net loss per share, basic	$	(1.22	)	$	(0.30	)	$	(2.40	)	$	(1.03	)
Net loss per share, diluted	$	(1.22	)	$	(0.30	)	$	(2.40	)	$	(1.03	)

~~Basic~~In ~~net loss per share is computed by dividing net loss by~~ the ~~weighted-average~~computation ~~number~~ of ~~shares~~diluted ~~outstanding~~loss ~~during the period. Diluted net earnings~~ per share ~~is computed using the treasury method by giving effect to all potentially dilutive ordinary share equivalents outstanding~~ for the ~~period. For~~three-month ~~purposes~~and ofnine-month ~~this~~periods ~~calculation,~~ended ~~share~~September ~~options~~30, ~~RSUs,~~2024 and ~~ESPP~~2025, ~~awards~~the ~~are~~Company ~~considered~~did tonot beinclude ~~ordinary~~any share equivalents ~~but~~because ~~are~~their ~~excluded~~inclusion ~~from the calculation of diluted earnings per share when including them~~ would have anbeen anti-dilutive effect. Performance-based share awards are only included in the calculation of diluted earnings per share if the performance metric would have been achieved as of September 30, 2024 if that had been the end of the contingency period. The following table sets forth the computation of basic and diluted net earnings per share (unaudited ~~and in thousands, except for share and per share data~~):.

	Three Months Ended September 30,							Nine Months Ended September 30,
		2023			2024			2023			2024
		(unaudited)			(unaudited)			(unaudited)			(unaudited)
Numerator:
Net loss		$	(26,200	)	$	(9,676	)	$	(24,566	)	$	(45,266	)
Denominator:
Basic weighted average shares outstanding			27,619,281			28,217,453			27,465,353			27,990,835
Dilutive effect of share option awards			—			—			—			—
Dilutive effect of restricted share units and restricted share awards			—			—			—			—
Dilutive effect of employee share purchase plan			—			—			—			—
Diluted weighted average shares outstanding			27,619,281			28,217,453			27,465,353			27,990,835
Net loss per share, basic		$	(0.95	)	$	(0.34	)	$	(0.89	)	$	(1.62	)
Net loss per share, diluted		$	(0.95	)	$	(0.34	)	$	(0.89	)	$	(1.62	)

Note 11. Income taxes

InDue ~~the~~to ~~computation~~forecasting ofuncertainty ~~diluted~~for ~~earnings~~2024 ~~per~~and ~~share~~2025, the Company's provision for income taxes at September 30, 2024 and September 30, 2025 is based on the three-month and nine-month ~~periods~~actual results. The Company recorded a provision for income taxes of $1.7 million for the three-month period ended September 30, ~~2023,~~2024 and a provision for income taxes of $0.3 million for the three-month period ended September 30,~~641~~ 2025,~~637~~ ~~ordinary~~with ~~share~~an ~~equivalents~~effective tax rate of (5.2)% and 1(4.2)%,~~753,142~~ ~~ordinary~~respectively. ~~share~~For ~~equivalents~~the three-month period ended September 30, ~~respectively~~2024, ~~were~~the ~~excluded~~Company's ~~because~~effective ~~their~~tax ~~inclusion~~rate ~~would~~of ~~have~~(5.2)% ~~been~~was ~~antidilutive~~different from the statutory rate of 21.0%, Inprimarily due to a prior year tax adjustment due to the ~~computation~~filing of ~~diluted~~the ~~earnings~~U.S. ~~per~~tax ~~share~~return. ~~for~~For the three-month ~~and~~period ~~nine-month periods~~ ended September 30, ~~2024~~2025, the Company’s ~~did~~effective ~~not~~tax ~~include~~rate ~~any~~of ~~share~~(4.2)% ~~equivalents~~was ~~because~~different ~~their~~from ~~inclusion~~the ~~would~~statutory ~~have~~rate ~~been~~of ~~antidilutive (unaudited)~~21.0%, primarily due to an increase in the valuation allowance on the net deferred tax assets of the Company, maintaining a full valuation allowance on the net deferred tax assets.

16The Company recorded a provision for income taxes of $4.2 million for the nine-month period ended September 30, 2024 and a provision for income taxes of $1.0 million for the nine-month period ended September 30, 2025, with an effective tax rate of (6.7)% and (3.4)%, respectively. For the nine-month period ended September 30, 2024, the Company's effective tax rate of (6.7)% was different from the statutory rate of 21.0%, primarily due to the establishment of a deferred tax liability on hypothetical withholding tax on non-permanent investment in subsidiaries. For the nine-month period ended September 30, 2025, the Company’s effective tax rate of (3.4)% was different from the statutory rate of 21.0%, primarily due to an increase in the valuation allowance on the net deferred tax assets of the Company, maintaining a full valuation allowance on the net deferred tax assets.

Note 10. Income taxes

The Company’s provision for income taxes at September 30, 2023 is based upon the estimated annual tax rate for the year applied to federal, state and foreign income. Due to forecasting uncertainty for 2024, the Company's provision for income taxes at September 30, 2024 is based on the 9-month year-to-date actual results. The Company recorded a provision for income taxes of $3.4 million for the three-month period ended September 30, 2023 and a provision for income taxes of $0.2 million for the three-month period ended September 30, 2024, with an effective tax rate of (15.0)% and (2.2)%, respectively. In the three-month period ended September 30, 2023, the Company's effective tax rate of (15.0)% was different from the statutory rate of 21.0%, primarily due to establishment of a valuation allowance on the net deferred tax assets of the UK company, net of tax benefit on Foreign Derived Intangible Income, tax benefit arising on US Research and Development tax credits, and changes to the excess tax benefits on share-based compensation. For the three-month period ended September 30, 2024, the Company’s effective tax rate of (2.2)% was different from the statutory rate of 21.0%, primarily due to an increase in the valuation allowance on the net deferred tax assets of the UK company, maintaining a full valuation allowance on the net UK deferred tax assets.

In the nine-month periods ended September 30, 2023 and 2024, the Company recorded a tax provision of $3.3 million and tax provision of $0.5 million, respectively, with an effective income tax rate of (15.3)% and (1.0)%, respectively. For the nine-month period ended September 30, 2023, the effective income tax rate of (15.3)% was different from the statutory rate of 21.0%, primarily due to the establishment of a valuation allowance on the net deferred tax assets on the UK company, net of tax benefit on Foreign Derived Intangible Income, tax benefits arising on US Research and Development tax credits, and changes to the excess tax benefits on share-based compensation. For the nine-month period ended September 30, 2024, the effective income tax rate of (1.0)% was different from the statutory rate of 21.0%, primarily due to the implementation of a tax method change in the U.S. related to the tax capitalization of the Company's research and development expenditures, resulting in a provision-to-return impact, and a corresponding reduction in the required U.S. valuation allowance, while also including in the period an increase in the valuation allowance on the net deferred tax assets of the UK company, maintaining a full valuation allowance on the net UK deferred tax assets.

The Company increased the valuation allowance based on the analysis of cumulative income and loss positions, future income projections, and operating plans. The UK net deferred tax assets at December 31, 2023 were comprised primarily of NOL carryforwards, corporate interest restriction carryforwards and acquired intangibles, amounting to $23.6 million, fully reserving the UK net deferred tax assets. The UK valuation allowance increased during the three-month and nine-month periods ended September 30, 2024 by $2.8 million and $12.2 million, respectively, for a total valuation allowance at September 30, 2024 of $35.8 million, fully reserving the UK net deferred tax assets.

The U.S. net deferred tax assets at December 31, 2023 were comprised primarily of capitalized research costs and share-based compensation, amounting to $15.8 million. The U.S. net deferred tax assets decreased during the three-month and nine-month periods ended September 30, 2024 by $0.5 million and $3.7 million, respectively, as a result of the tax method change referenced above, the Company began deducting a significant portion of its previously capitalized research and development expenditures for tax purposes, which reduced the total U.S. net deferred tax assets at September 30, 2024 of $8.4 million. The U.S. partial valuation allowance at December 31, 2023 was $12.1 million. The U.S. valuation allowance decreased during the three-month and nine-month periods ended September 30, 2024 by $0.5 million and $7.4 million, respectively, for a total valuation allowance at September 30, 2024 of $8.4 million, fully reserving the U.S. net deferred tax assets.

In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized or not. A significant piece of objective evidence evaluated is the cumulative income or loss incurred over the three-year period ended September 30, 2024 and whether the Company projects a loss for the current year ending December 31, 2024. Management assesses all the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets before they otherwise expire. The Company considers projected future taxable income, reversing taxable temporary differences, carryback opportunities, and prudent tax-planning strategies in making this assessment. The Company is in a cumulative loss position on a consolidated basis, and therefore, the Company considered this as negative evidence in evaluating the realizability of deferred tax assets of the U.S., even if the U.S. is not in a cumulative loss position. However, because the cumulative losses in the UK in recent periods are a significant piece of objective negative evidence that limits the Company's ability to consider certain criteria of subjective positive evidence such as projections for future growth. The ultimate realization of deferred tax assets of the U.S. company is dependent upon the generation of future taxable income in the UK during the period in which those temporary differences are deductible. The amount of the deferred tax asset considered realizable will be adjusted in future periods as necessary based on the reversal pattern of deferred balances and the actual taxable income in the UK and U.S. during the carryforward period, as well as any relevant new facts to be considered.

In applying the statutory tax rate in the effective income tax rate reconciliation, the Company used the statutory U.S. federal income tax rate of 21% rather than the Cayman Islands zero percent rate.

1718

Note 1112. Commitments and contingencies

In accordance with ASC 460, Guarantees, the Company recognizes the fair value for guarantee and indemnification arrangements it issues or modifies, if these arrangements are within the scope of ~~the~~authoritative ~~interpretation~~accounting guidance. In addition, the Company must continue to monitor the conditions that are subject to the guarantees and indemnifications in order to identify if a loss has been incurred. If the Company determines it is probable that a loss has occurred, then any such estimated loss would be recognized under those guarantees and indemnifications and would be recognized in the Company’s ~~condensed~~ consolidated statements of operations and ~~corresponding~~comprehensive ~~condensed~~loss and corresponding consolidated balance sheets during that period.

Amended credit agreement

Our Amended Credit Agreement contains customary provisions with respect to the consequences of a “Default” or “Event of Default” as defined therein, including a restriction on the ability to access further borrowings as well as other customary rights and remedies available to the lender upon a Default or Event of Default. These include the ability to impose a default rate interest rate, prohibiting us from reinvesting asset sale proceeds, limiting repayment of intercompany debt and investment in non-loan party subsidiaries, limiting acquisitions, certain asset sales and assumption of indebtedness, and acceleration of the outstanding obligations and exercise of other remedies under the Amended Credit Agreement, among other customary restrictions.

Purchase commitments with contract manufacturers and suppliers

WeThe ~~purchase~~Company purchases components from a variety of suppliers and use contract manufacturers to provide manufacturing services for our products and issue purchase orders for these products and services. During the normal course of business, in order to manage manufacturing lead times and help ensure adequate component supply, wethe ~~enter~~Company enters into agreements with contract manufacturers and suppliers that allow them to procure inventory and components based upon criteria as defined by us, such as forecasted demand. ~~Certain~~The ofCompany ~~our~~may ~~inventory~~be ~~purchase~~liable ~~commitments~~to ~~with~~purchase ~~contract~~excess ~~manufacturers~~product ~~and~~or ~~suppliers~~aged ~~relate~~material tofrom ~~arrangements~~its tosuppliers ~~secure~~following ~~supply~~reasonable ~~and~~mitigation ~~pricing~~efforts. ~~for~~The ~~certain~~Company ~~components~~establishes ~~for~~a ~~multiple~~loss ~~periods.~~on Wesupplier ~~record~~commitments a liability for ~~firm,~~all ~~noncancelable,~~product ~~and~~the ~~unconditional~~supplier ~~purchase~~has ~~commitments~~procured for ~~quantities~~which inthe ~~excess~~Company ofdoes ~~our~~not ~~future~~expect ~~demand~~it ~~forecasts~~will ~~consistent~~sell. ~~with~~Such ~~the~~loss ~~valuation~~on ofpurchase ~~our~~commitment ~~excess~~liability ~~and~~is ~~obsolete~~included ~~inventory.~~in ~~The~~Accrued ~~Company~~liabilities ~~may~~and beOther ~~liable~~noncurrent toliabilities ~~purchase~~on ~~excess~~the ~~product~~Company's orconsolidated ~~aged~~balance ~~material~~sheets, orbased ~~components~~on ~~from~~the ~~our~~timing ~~suppliers~~of ~~following~~when ~~reasonable~~the ~~mitigation~~liability ~~efforts.~~is expected to be resolved.

Warranties

The Company offers a standard warranty on its products, with the term depending on the product, and records a liability for the estimated future costs associated with potential warranty claims. The Company’s responsibility under its standard warranty is the repair or replacement of in-warranty defective product, or to credit the purchase price of the defective product, at its discretion, without charge to the customer. The Company’s estimate of future warranty costs is largely based on historical experience factors including product failure rates, material usage, and service delivery cost incurred in correcting product failures. The standard warranty is included in either Other current liabilities or Other noncurrent liabilities on ~~its~~the ~~condensed~~Company's consolidated balance sheets, depending on the time period covered by the warranty. The Company also offers an extended warranty for purchase that represents a future performance obligation for the Company. The extended warranty is included in deferred revenues (both current and noncurrent) on the ~~condensed~~ consolidated balance sheets and recognized on a straight-line basis over the term of the extended warranty. The warranty costs are reflected in the ~~Company’s~~Services ~~condensed~~cost of revenues on the consolidated statements of operations ~~within~~and ~~cost~~comprehensive ~~of revenues~~loss.

Indemnification

The Company generally indemnifies its ~~customers~~distributors, value added reseller and network operators against claims brought by a third party to the extent any such claim alleges that the Company’s product infringes a patent, copyright or trademark or violates any other proprietary rights of that third party. Although the Company generally tries to limit the maximum amount of potential future liability under its indemnification obligations, in certain agreements this liability may be unlimited. The maximum potential amount of future payments the Company may be required to make under these indemnification agreements is not estimable. The Company did not make any payments under indemnification agreements for the three-month and nine-month periods ended September 30, 2024 or 2025 (unaudited).

The Company indemnifies its directors and officers and select key employees, including key employees serving as directors or officers of the Company’s subsidiaries, for certain events or occurrences, subject to certain limits, while the director or officer is or was serving at the Company’s request in such capacity. The term of the indemnification period is for the director’s or officer’s term of service. The Company may terminate the indemnification agreements with its directors, officers or key employees upon the termination of their services as directors or officers of the Company or its subsidiaries, or the termination of activities for which indemnification has been provided, but termination will not affect claims for indemnification related to events occurring prior to the effective date of termination. The maximum amount of potential future indemnification is unlimited; however, the Company has a director and officer insurance policy that limits its exposure. The Company believes the fair value of these indemnification agreements is minimal.

1819

effective date of termination. The maximum amount of potential future indemnification is unlimited; however, the Company has a director and officer insurance policy that limits its exposure. The Company believes the fair value of these indemnification agreements is minimal.

Legal proceedings

Third parties may from time to time assert legal claims against the Company. The Company records accruals for loss contingencies to the extent that it concludes it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. The Company evaluates, on a regular basis, developments in legal proceedings and other matters that could cause a change in amounts recorded. Due to the inherent uncertainty involving legal matters, the ultimate resolution could differ from amounts recorded. There is no pending or threatened legal proceedings to which the Company is a party, that in the Company’s opinion, is likely to have a material adverse effect on its financial condition or results of operations.

~~Shareholder~~Note ~~lawsuit~~13. Segment information

OnThe ~~May~~Company ~~22,~~operates ~~2024, a putative shareholder class action complaint was filed~~ in the United States District Court for the Northern District of Illinois (Hamby v. Cambium Networks Corporation et al, Case No. 1:24-cv-04240) against us and three of our current or former officers. The complaint purports to assert claims under Section 10(b) of the Exchange Act, Exchange Act Rule 10b-5, and Section 20(a) ofsingle ~~the~~reportable ~~Exchange~~segment ~~Act,~~providing onfixed ~~behalf~~wireless ofbroadband ~~persons~~ and entities who acquired our ordinary shares between May 8, 2023 and January 18, 2024, or the Class Period. The complaint alleges that, during the Class Period, the Company and certain of its executive officers made false and misleading statements and failed to disclose material adverse facts about its business, operations, and prospects in violation of Sections 10(b) (and Rule 10bWi-5Fi ~~promulgated~~networking ~~thereunder)~~infrastructure ~~and 20(a) of the Exchange Act~~solutions. ~~The~~This ~~plaintiffs~~segment ~~seek~~generates ~~damages~~revenue inprimarily anfrom ~~unspecified amount. On July 22, 2024, motions were filed on behalf of purported class member shareholders seeking to serve as lead plaintiff. On October 21, 2024,~~ the ~~court~~sale ~~approved the appointment~~ of ahardware ~~lead plaintiff~~products, anbut ~~amended~~also ~~complaint~~includes isrevenues ~~expected~~from tosoftware ~~be filed by December 4~~products, ~~2024.~~extended ~~This~~warranty ~~litigation is in its early stages~~ and ~~the~~subscription ~~Company cannot currently estimate the possible loss or range of losses, if any, that it may experience in connection with this claim~~services.

~~Note~~In ~~12.~~its ~~Segment~~operation of the business, management, including our chief operating decision maker (“CODM”) who is also our Chief Executive Officer (“CEO”), reviews financial information regularly at the consolidated level. Net loss is used as the metric for purposes of allocating resources and evaluating performance. The CODM monitors forecast versus actual net loss for purposes of determining the general health of the Company and assessing the performance of the Company as compared to management's expectations. The Company does not have any intra-entity sales or transfers. Significant expenses reviewed by the CODM include those that are presented in the consolidated statements of operations and comprehensive loss.

~~The~~See ~~Company’s~~Note ~~chief operating decision maker (“CODM”) is its Chief Executive Officer~~14. ~~The~~ ~~Company’s~~Revenues ~~CODM~~from ~~reviews~~contracts ~~financial~~with ~~information~~customers ~~presented on a consolidated basis~~ for ~~purposes~~additional ofinformation ~~allocating~~about ~~resources and evaluating financial performance. Accordingly,~~ the Company's ~~determined~~revenues ~~that~~by itproduct ~~operates~~category ~~as one operating segment~~ and ~~one reporting unit~~geography.

~~Note~~As 13the Company operates solely within one segment, total assets, property and equipment, net and software, net are reported at the consolidated level on the consolidated balance sheets. ~~Revenues~~The ~~from~~Company's ~~contracts~~assets ~~with~~include ~~customers~~both current and long-lived assets. As of December 31, 2024 and September 30, 2025, segment assets were equal to total consolidated assets included in the consolidated balance sheets of $173.7 million and $147.3 million, respectively.

~~Revenues~~The ~~consist~~Company's ~~primarily~~long-lived ofassets, ~~revenues~~including ~~from~~ the ~~sale~~Company's ofproperty ~~hardware~~and ~~products~~equipment, ~~with essential embedded~~ software~~. Revenues~~, ~~also~~operating ~~include~~lease ~~amounts~~right-of-use ~~for software products~~assets, ~~extended~~goodwill ~~warranty~~and onintangibles, ~~hardware products~~ and ~~subscription~~noncurrent ~~services. Substantially~~assets, ~~all~~but ~~products~~excluding ~~are~~deferred ~~sold~~tax ~~through~~assets, ~~distributors~~recognized ~~and~~in ~~other~~the ~~channel~~consolidated ~~partners,~~balance ~~such~~sheets aswere ~~resellers,~~geographically ~~managed~~located ~~service~~as ~~providers~~follows ~~and~~(in ~~systems integrators.~~thousands):

The Company recognizes revenue to reflect the transfer of control of promised products or services to a customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for products or services.


	December 31,		September 30,
	2024		2025
			(unaudited)
North America	$	20,303	$	24,764
Europe, Middle East, Africa		15,101		22,835
Asia Pacific		1,773		1,966
Caribbean and Latin America		13		—

~~The~~Depreciation ~~Company~~and ~~accounts~~amortization, ~~for~~impairment, aproperty ~~contract~~and ~~when~~equipment itadditions ~~has~~and ~~approval~~capital ~~and~~software ~~commitment~~additions ~~from~~are ~~both~~reported ~~parties,~~at the ~~rights~~consolidated oflevel on the ~~parties~~consolidated ~~are~~statements ~~identified,~~of ~~payment~~cash ~~terms~~flows. ~~are~~Additional ~~identified,~~significant ~~the~~non-cash ~~contract~~items ~~has~~include ~~commercial~~the ~~substance~~following (unaudited and ~~collectability~~in ~~of consideration is probable.~~ thousands):

The Company identifies its distinct performance obligations under each contract. A performance obligation is a promise in a contract to transfer a distinct product or service to the customer. Hardware products with essential embedded software, software products, and purchased extended warranty on hardware products have been identified as separate and distinct performance obligations.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2025			2024		2025
Share-based compensation	$	2,495		$	1,448		$	7,642	$	4,969
Provision for inventory excess and obsolescence		(657	)		(319	)		5,858		(1,972	)

The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring products or services to a customer. An adjustment to revenue is made to adjust the transaction price to exclude the consideration related to products expected to be returned. The Company records an asset at the carrying amount of the estimated stock returns and a liability for the estimated amount expected to be refunded to the customer. The transaction price also excludes other forms of consideration provided to the customer, such as incentives and co-operative marketing allowances.20

~~The~~Note ~~Company recognizes revenue when, or as, it satisfies a performance obligation by transferring control of a promised product or service to a customer~~14. ~~Revenue~~ Revenues from ~~hardware~~contracts ~~products~~ with ~~essential~~customers embedded software is recognized when control of the asset is transferred, which is typically at the time of shipment. Revenue from perpetual license software is recognized at the point in time that the customer is able to use or benefit from the software. Extended warranty on hardware products is a performance

19Revenues consist primarily of revenues from the sale of hardware products. Revenues also include amounts for software products, extended warranty on hardware products and software subscription services. Substantially all products are sold through distributors and other channel partners, such as resellers and systems integrators.

~~obligation~~The ~~that~~Company isrecognizes ~~satisfied~~revenue ~~over~~to ~~time,~~reflect ~~beginning on~~ the ~~effective~~transfer ~~date~~ of ~~the~~control ~~warranty period and ending on the expiration~~ of ~~the~~promised ~~warranty~~products ~~period. The~~or ~~Company~~services ~~recognizes~~to ~~revenue~~a oncustomer ~~extended~~in ~~warranties~~an onamount athat ~~straight-line~~reflects ~~basis over~~ the ~~warranty~~consideration ~~period.~~to ~~Revenue~~which ~~from~~the ~~software~~Company ~~subscriptions~~expects isto ~~recognized~~be ~~ratably~~entitled ~~over the term~~ in ~~which~~exchange ~~the~~for ~~services~~those ~~are~~products ~~provided~~or ~~and the performance obligation is satisfied~~services.

The Company enters into revenue arrangements that may consist of multiple performance obligations, such as hardware products and extended warranty. The Company allocates the transaction price to each performance obligation on a relative standalone selling price basis for each distinct product or service in the contract. The best evidence of standalone selling price is the observable price of a product or service when the Company sells that product or service separately in similar circumstances and to similar customers. If a standalone selling price is not directly observable, the Company estimates the transaction price allocated to each performance obligation using the expected costs plus a margin approach.

Disaggregation of revenues

Revenues by product category were as follows (unaudited and in thousands, except percentages):

	Three Months Ended September 30,								Nine Months Ended September 30,
	2023				2024				2023				2024
	2024				2025				2024				2025
Point-to-Multi-Point	$	23,596	55	%	$	17,999	41	%	$	72,622	40	%	$	57,067	43	%
	(As Restated)								(As Restated)
Point-to-Point		15,809	37	%		9,347	21	%		58,891	33	%		37,414	28	%
Point-to-Multi-Point	$	18,703	42	%	$	16,254	38	%	$	57,041	41	%	$	41,355	36	%
Enterprise		2,499	6	%		15,160	35	%		44,575	25	%		33,633	26	%
Point-to-Point		8,547	19	%		11,312	26	%		36,751	27	%		30,773	26	%
Other		1,142	2	%		1,220	3	%		3,901	2	%		3,895	3	%
Enterprise		16,160	36	%		14,350	33	%		39,247	29	%		41,009	35	%
Total Revenues	$	43,046	100	%	$	43,726	100	%	$	179,989	100	%	$	132,009	100	%
Other		1,258	3	%		1,079	3	%		3,932	3	%		2,993	3	%
Total Revenues	$	44,668	100	%	$	42,995	100	%	$	136,971	100	%	$	116,130	100	%

The Company’s products are predominately ~~sold through third-party distributors and~~ distributed through a third-party logistics ~~provider~~providers ~~with facilities~~ in the United States, Netherlands and Vietnam. The Company has determined the geographical distribution of product revenues based upon the ship-to destinations ~~specified by its distributor customers~~.

Revenues by geography were as follows (unaudited and in thousands, except percentages):

	Three Months Ended September 30,								Nine Months Ended September 30,
	2023				2024				2023				2024
	2024				2025				2024				2025
North America	$	17,768	42	%	$	21,300	49	%	$	104,887	57	%	$	66,996	51	%
	(As Restated)								(As Restated)
Europe, Middle East and Africa		14,274	33	%		12,200	28	%		40,751	23	%		35,613	27	%
North America	$	22,291	50	%	$	21,005	49	%	$	66,744	49	%	$	59,064	51	%
Caribbean and Latin America		5,726	13	%		5,902	13	%		15,426	9	%		16,100	12	%
Europe, Middle East and Africa		12,276	27	%		12,977	30	%		40,762	30	%		35,664	31	%
Asia Pacific		5,278	12	%		4,324	10	%		18,925	11	%		13,300	10	%
Caribbean and Latin America		5,691	13	%		3,955	9	%		15,730	11	%		8,825	7	%
Total Revenues	$	43,046	100	%	$	43,726	100	%	$	179,989	100	%	$	132,009	100	%
Asia Pacific		4,410	10	%		5,058	12	%		13,735	10	%		12,577	11	%
Total Revenues	$	44,668	100	%	$	42,995	100	%	$	136,971	100	%	$	116,130	100	%

Contract balances

The following table summarizes contract balances as of December 31, ~~2023~~2024 and September 30, ~~2024~~2025 (in thousands):

	December 31,2023		September 30,2024
	December 31,2024		September 30,2025
			(unaudited)
Trade accounts receivable, net of allowance for credit losses	$	63,656	$	57,138
Trade accounts receivable, net of allowance for estimated credit losses	$	40,404	$	42,720
Deferred revenue - current		8,~~765~~616		89,~~967~~639
Deferred revenue - noncurrent		1012,~~473~~182		1113,~~761~~097
Refund liability		8,723		7,050
Accrued sales returns		5,687		5,705

Deferred revenue consists of amounts due or received from customers in advance of the Company satisfying performance obligations under contractual arrangements. Deferred revenue is classified as current or noncurrent based on the timing of when revenue will be recognized. The changes in deferred revenue were due to normal timing differences between the Company’s performance and the customers’ payment.

~~The~~Accrued ~~refund~~sales ~~liability~~returns is the estimated amount expected to be ~~refunded~~returned toby customers in relation to product exchanges made as part of the Company’s stock rotation program. ~~and~~This ~~returns~~amount ~~that have been authorized, but not yet received by the Company. It~~ is included within Other current liabilities in the ~~condensed~~ consolidated balance sheets.

Receivables and concentration of credit risk

Trade accounts receivable represent amounts for which the Company has an unconditional right to payment. Amounts are in accordance with contractual terms and are recorded at face amount less an allowance for credit losses. The Company establishes an allowance for credit losses to present the net amount of accounts receivable expected to be collected. The allowance is determined by using the loss-rate method, which requires an estimation of loss rates based upon historical loss experience adjusted for factors that are relevant to determining the expected collectability of accounts receivables. Some of these factors include macroeconomic conditions that correlate with historical loss experience, delinquency trends, aging behavior of receivables and credit and liquidity indicators for individual customers. 21

Filing Compare · Cambium Networks Corp