UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


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

For the fiscal year ended December 31, ~~2023~~2025


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

Commission File Number 001-38952

CAMBIUM NETWORKS CORPORATION

(Exact name of Registrant as specified in its Charter)

Cayman Islands	Not Applicable
(State or other jurisdiction ofincorporation or organization)	(I.R.S. EmployerIdentification No.)
c/o Cambium Networks, Inc.
3800 Golf Road, Suite 360Rolling Meadows, Illinois	60008
2000 Center Drive, Suite East A401Hoffman Estates, Illinois	60192
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (345) 814-7600

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

Title of each class		Trading Symbol(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.)*

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the ordinary shares held by non-affiliates on June 30, ~~2023~~2025 (the last business day of the registrant’s most recently completed second fiscal quarter), based on the last sale price of the common shares on that date of $150.224050 was $~~191~~5,~~543~~419,~~259~~541.93. For purposes of this calculation, shares held by Vector Capital and our ~~Chief~~executive ~~Executive~~offices ~~Officer~~and members of our board of directors are deemed to be affiliates of the registrant and are excluded from the calculation. *As previously disclosed on March 26, 2026, following receipt of a delisting notice from The Nasdaq Stock Market LLC, trading in the Company's ordinary shares on the Nasdaq Global Market was suspended on March 27, 2026 and on March 30, 2026, the Company's ordinary shares commenced trading on the OTC Expert Market under the symbol "CMBMF".

As of ~~March~~April 1123, ~~2024~~2026 there were 2729,~~859~~031,~~357~~302 shares of the registrant’s ordinary shares outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for the 2024 Annual Meeting of Shareholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2023.

Table of Contents

		Page
PART I
Item 1.	Business	5
Item 1A.	Risk Factors	17
Item 1B.	Unresolved Staff Comments	4142
Item 1C.	Cybersecurity	4142
Item 2.	Properties	4345
Item 3.	Legal Proceedings	4345
Item 4.	Mine Safety Disclosures	4345
PART II
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	4446
Item 6.	Reserved	4546
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4647
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5658
Item 8.	Financial Statements and Supplementary Data	5859
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	5859
Item 9A.	Controls and Procedures	5859
Item 9B.	Other Information	5961
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspection	5962
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	6063
Item 11.	Executive Compensation	6069
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	6075
Item 13.	Certain Relationships and Related Transactions, and Director Independence	6077
Item 14.	Principal Accounting Fees and Services	6079
PART IV
Item 15.	Exhibits, Financial Statement Schedules	6180
Item 16	Form 10-K Summary	6180

PART I

Note regarding forward-looking statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact contained in this Annual Report on Form 10-K, 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 Annual Report on Form 10-K 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 report and are subject to a number of risks, uncertainties and assumptions described in Item 1A, “Risk Factors” and elsewhere in this Annual Report on Form 10-K. 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:

•

the unpredictability of our operating results;

•

our ability to ~~meet~~successfully ~~the~~regain ~~financial~~listing ~~and~~on ~~other~~The ~~covenants~~Nasdaq ~~under~~Stock ~~our secured credit facilities~~Market;

•

our ability to successfully regain compliance with or obtain a waiver of compliance with the financial covenants under our secured credit facilities;

•

the sufficiency of our cash resources;

•

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

•

our ability to forecast future customer 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 channel partners' ability to effectively manage inventory ~~and~~of ~~the~~our ~~risk~~products, oftimely ~~excess~~resell orour ~~obsolete~~products ~~inventory~~or inestimate ~~our~~expected ~~channel~~future demand;

•

~~the~~our ~~impact~~ability ofto ~~competitive~~manage ~~pressures~~inventory onand the ~~development~~risk of ~~new~~excess ~~products~~or obsolete inventory in our supply chain or channel;

•

~~our limited or sole source suppliers’ inability to acquire or produce third-party components to build our products and~~ the impact of ~~supply~~competitive ~~shortages,~~pressures ~~extended~~on ~~lead~~our ~~times~~development ~~or changes in supply~~ of ~~components~~new ~~and other parts required to manufacture our~~ products;

•

risks caused by political tensions around the ~~impact~~world ofincluding ~~increases~~the wars in ~~logistics,~~Ukraine ~~freight~~as ~~and~~well ~~other~~as ~~shipping~~tensions ~~costs~~between ~~and~~the ~~constraints~~United onStates ~~logistics~~ and ~~shipping~~China ~~due~~and toevents ~~labor~~in ~~shortages~~Israel, ~~container~~Gaza, ~~shortages~~Iran orand ~~other~~the ~~constraints;~~Middle East;

•

the impact of tariffs or other regulatory changes imposed by the United States or other countries;

•

the strength of the United States dollar and the impact of currency fluctuations on the cost of our products globally;

•

unfavorable economic conditions, both domestically and in our foreign markets, including the risk of global or localized 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 ~~ability~~inability of our third-party logistics and warehousing providers to deliver products to our channel partners and network operators in a timely manner;

•

the technological complexity of our ~~distributors’~~products, ~~and~~which ~~channel~~may ~~partners’~~contain ~~ability~~undetected tohardware ~~attract~~defects ~~new~~or ~~network~~software ~~operators~~bugs or ~~sell~~subject ~~additional~~our products to ~~network~~the ~~operators~~risks ~~that~~of ~~currently~~ransomware ~~use~~or ~~our~~malware ~~products~~or other cyber-attacks;

•

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 and the risk of such attacks on our systems and platforms;

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 to maintain an effective system of internal controls, produce timely and accurate financial statements or comply with applicable regulations;

our reliance on the availability of third-party licenses;

risks associated with international sales and operations including risks caused by political tensions;

the impact of actual or threatened health epidemics and other outbreaks including the impact of the COVID-19 pandemic;

•

~~current~~our orinability ~~future~~to ~~unfavorable~~obtain ~~economic~~intellectual ~~conditions,~~property ~~both~~protections ~~domestically~~for ~~and~~our ~~in foreign markets~~products; ~~and~~

•

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

•

the impact of actual or threatened health epidemics and other outbreaks.

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

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.

Summary Risk Factors

The following is a summary of the principal risks described below in Part I, Item 1A “Risk Factors” in this Annual Report on Form 10-K. We believe that the risks described in the “Risk Factors” section are material to investors, but other factors not presently known to us or that we currently believe are immaterial may also adversely affect us. The following summary should not be considered an exhaustive summary of the material risks facing us, and it should be read in conjunction with the “Risk Factors” section and the other information contained in this Annual Report on Form 10-K.

Risks Related to Our Business

•

Our ordinary shares have been delisted from the Nasdaq Stock Market and there is no guarantee that our ordinary shares will be regularly traded on the over-the-counter markets.

•

Our operating results can be difficult to predict and may fluctuate significantly, which could result in a failure to meet investor expectations or our guidance and a decline in the trading price of our shares.

•

Our cash requirements may require us to seek additional debt or equity financing and we may not be able to obtain such financing on favorable terms, or at all.

•

We have several material weaknesses in our internal controls over financial reporting which have resulted in our failure to timely file our financial statements. If we fail to remediate these material weaknesses and maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could continue to be impaired.

•

Our credit facility contains restrictive financial covenants that limit our operating flexibility. Our continued failure to comply with all of these financial covenants has caused us to be in default, which could have an adverse effect on our business and prospects.

•

We have been and continue to be unable to meet our financial covenants under our Credit Agreement, which creates doubt about our ability to continue as a going concern.

•

There is substantial doubt about our ability to continue as a going concern; accordingly, holders of our ordinary shares could suffer a total loss of their investment.

•

The introduction of new products and technology is key to our success, and if we fail to predict and respond to emerging technological trends and network operators’ changing needs, we may be unable to remain competitive.

•

Enhanced United States tax, tariff, import/export restrictions, regulations or other trade barriers, including any such restrictions, regulations, or trade barriers adopted by other governments, may have a negative effect on global economic conditions, financial markets and our business.

•

Adverse economic conditions, continuing uncertain economic conditions or reduced information technology and network infrastructure spending may adversely affect our business, financial condition, results of operations and prospects.

•

Terrorism, war, and other events may harm our business, operating results and financial condition.

•

Our credit facility contains restrictive financial covenants that may limit our operating flexibility. Any failure to comply with all of these financial covenants, could put us in default, which would have an adverse effect on our business and prospects.

If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

Competitive pressures may harm our business, revenues, growth rates and market share.

•

If our ~~channel~~distributors ~~partners~~ do not effectively manage inventory of our products, fail to timely resell our products or overestimate expected future demand, they may reduce purchases in future periods, causing our revenues and operating results to fluctuate or decline.

•

Our gross margin varies from period to period and may decline in the future.

•

If we are not able to effectively forecast demand or manage our inventory, we may be required to record write-downs for excess or obsolete inventory.

•

We rely on third-party manufacturers, which subjects us to risks of product delivery delays and reduced control over product costs and quality.

•

We require third-party components, including components from limited or sole source suppliers, to build our products. The unavailability of these components could substantially disrupt our ability to manufacture our products and fulfill sales orders.

•

Supply shortages for key components in our products may result in extended lead times or supply changes, which could disrupt or delay our scheduled product deliveries to our end customers and may result in the loss of sales and end customers.

We may face increased costs or other logistics challenges in the shipment of our products, which may increase cost of revenues or result in a delay of shipments to customers.

•

Our third-party logistics and warehousing provider may fail to deliver products to our channel partners and network operators in a timely manner, which could harm our reputation and operating results.

•

We rely on distributors and value-added resellers for the substantial majority of our sales, and the failure of our channel partners to promote and support sales of our products would materially reduce our expected future revenues.

•

If we or our distributors and channel partners are unable to attract new end users or sell additional products to end users that currently use our products, our revenue growth would be adversely affected, and our revenues could decrease.

Our products are technologically complex and may contain undetected hardware defects or software bugs, which could result in increased warranty claims, increased costs, loss of revenues and harm to our reputation.

•

2Our ability to sell our products is highly dependent on the quality of our support and services offerings, and our failure to offer high-quality support and services could have a material adverse effect on our business, operating results and financial condition.

•

A portion of our revenues are generated by sales to government entities, which are subject to a number of challenges and risks.

•

We generate a significant amount of revenues from sales outside of the United States, and we are therefore subject to a number of risks associated with international sales and operations.

•

We are exposed to the credit risk of our channel partners, which could result in material losses.

•

We may acquire other businesses or divest assets, which could require significant management attention, disrupt our business, dilute shareholder value and adversely affect our operating results.

Risks Related to Our Industry

•

New regulations or standards or changes in existing regulations or standards in the United States or internationally related to our products may result in unanticipated costs or liabilities, which could have a material adverse effect on our business, results of operations and future sales.

•

AIf ~~substantial~~we ~~portion~~do ofnot ~~our~~successfully ~~product~~anticipate ~~portfolio~~technological ~~relies~~shifts onand ~~the~~develop ~~availability~~products ofand ~~unlicensed~~product RFenhancements ~~spectrum~~that ~~and~~meet ifthese ~~such~~technological ~~spectrum~~shifts ~~were~~in toa ~~become~~timely ~~unavailable~~manner ~~through~~we ~~overuse~~may ornot ~~licensing,~~be ~~the~~able ~~performance~~to ofcompete ~~our~~effectively ~~products~~and ~~could~~our ~~suffer~~results ~~and~~of ~~our~~operations, ~~revenues~~financial ~~from~~conditions ~~their~~and ~~sales~~prospects ~~could~~may ~~decrease~~suffer.

•

We are subject to governmental export and import controls that could impair our ability to compete in international markets and subject us to liability if we are not in compliance with applicable laws.

•

We do business in countries with a history of corruption and transact business with foreign governments, which increases the risks associated with our international activities.

If we fail to comply with environmental requirements, our business, financial condition, operating results and reputation could be adversely affected.

We face risks related to actual or threatened health epidemics and other outbreaks, which could significantly disrupt our manufacturing, sales and other operations.

If we are not able to satisfy data protection, security, privacy and other government- and industry-specific requirements or regulations, our business, results of operations and financial condition could be harmed.

•

Our actual or perceived failure to adequately protect personal data could result in claims of liability against us, damage our reputation or otherwise materially harm our business.

Risks Related to Our Intellectual Property

•

Cyber-attacks, data breaches or malware may disrupt our operations, harm our operating results and financial condition, and damage our reputation or otherwise materially harm our business; and cyber-attacks or data breaches on our customers’ networks, or in cloud-based services provided by or enabled by us, could result in claims of liability against us, damage our reputation or otherwise materially harm our business.

•

Vulnerabilities and critical security defects, prioritization decisions regarding remedying vulnerabilities or security defects, failure of third-party providers to remedy vulnerabilities or security defects, could result in claims of liability against us, damage our reputation, or otherwise materially harm our business.

•

Issues related to the development and use of artificial intelligence (AI) could give rise to legal and/or regulatory action, damage our reputation or otherwise materially harm our business.

If we are unable to protect our intellectual property rights, our competitive position could be harmed or we may incur significant expenses to enforce our rights.

Claims by others that we infringe their intellectual property rights could harm our business.

If our third-party manufacturers do not respect our intellectual property and trade secrets and produce competitive products using our design, our business would be harmed.

Our operating results may be adversely affected and damage to our reputation may occur due to production and sale of counterfeit versions of our products.

We use open source software in our products that may subject our firmware to general release or require us to re-engineer our products and the firmware contained therein, which may cause harm to our business.

Our cash requirements may require us to seek additional debt or equity financing and we may not be able to obtain such financing on favorable terms, or at all.

We are exposed to fluctuations in currency exchange rates, which could adversely affect our business, financial condition, results of operations and prospects.

•

~~Enhanced~~Claims ~~United~~by ~~States~~others ~~tax,~~that ~~tariff,~~we ~~import/export~~infringe ~~restrictions,~~their ~~Chinese~~intellectual ~~regulations~~property orrights ~~other~~could ~~trade~~harm ~~barriers may have a negative effect on global economic conditions, financial markets and~~ our business.

Risks Related to Ownership of Our Ordinary Shares

•

Because Vector Capital holds a controlling interest in us, the influence of our public shareholders over significant corporate actions will be limited.

•

~~Because~~We we are ~~incorporated~~a ~~under~~controlled ~~Cayman~~company ~~Islands~~within ~~law~~the meaning of Nasdaq rules and, ~~shareholders~~although ~~may~~our ~~face~~ordinary ~~difficulties~~shares inare ~~protecting~~no ~~their~~longer ~~interests~~listed on Nasdaq, ~~and~~we continue to rely on exemptions from certain corporate governance requirements. In the ~~ability~~event we regain our listing on Nasdaq and become subject to ~~protect~~the ~~rights~~Nasdaq ~~through~~listing ~~U.S.~~rules ~~courts~~again, we may not be ~~limited~~able to meet the additional requirements imposed by Nasdaq on non-controlled companies if we lose our controlled company status.

Trademarks and Service Marks

“Cambium”, “Cambium Networks”, “cnPilot”, “cnMaestro”, ‘“cnMedusa”, “cnArcher”, “cnReach”, “cnHeat”, “cnRanger”, “cnWave”, “cnVision”, “LinkPlanner”, “Xirrus”, "“ePMP”, “Canopy"” and "“cnMatrix"”, the Cambium and Xirrus logos and other trademarks or service marks of Cambium Networks, Ltd. appearing in this Annual Report on Form 10-K are the property of Cambium Networks Corporation. This Annual Report on Form 10-K contains additional trade names, trademarks and service marks, which are the property of their respective owners.

PART I

Item 1. Business.

Business Overview

What we do

Cambium Networks is a global technology company that designs, develops, and manufactures fixed wireless ~~broadband~~ and PON/XGSPON based broadband, Wi-Fi, and local area networking ("LAN") switching infrastructure, and security gateway solutions for a wide range of applications, including broadband access, wireless backhaul, Internet of Things (IoT), public safety, ~~national security~~communications, and ~~defense communications networks and~~ Wi-Fi access. Our products ~~are~~enable ~~used~~service byproviders, ~~businesses~~enterprises, ~~governments~~industrial organizations, and ~~service~~governments ~~providers~~ to ~~build,~~deliver ~~expand~~exceptional digital experiences and ~~upgrade~~device ~~broadband~~connectivity, with compelling economics. Our ONE network platform simplifies the management of Cambium Networks' wired and ~~Wi-Fi~~wireless ~~networks~~technologies. Our product lines fall into three broad, interrelated categories: Fixed Wireless and fiber Broadband ("FWB"), Enterprise ~~networking~~Networking, and Subscription and Services. The FWB portfolio spans point-to-point (PTP) and point-to-multi-point (PMP) architectures over multiple standards, including IEEE 802.11 and 3GPP (Third Generation Partnership Program), and frequency bands, including licensed, unlicensed and lightly licensed spectrum. The Enterprise portfolio includes Wi-Fi access points, wireless aware switches, security gateways and other networking devices.

The ~~Subscription~~FWB ~~and Services~~ portfolio ~~includes~~spans ~~network~~point-to-point ~~planning~~("PTP") and ~~design~~point-to-multi-point as("PMP") ~~well~~architectures asover ~~cloud~~multiple orstandards ~~on-premises network management~~ and ~~control.~~frequency ~~The latter capability~~bands, ~~delivered~~including ~~through subscription to cnMaestro X~~licensed, ~~our network management platform~~unlicensed, ~~forms~~and ~~the~~lightly ~~foundation~~licensed ~~of our ONE Network~~spectrum, aand ~~cloud-based~~fiber ~~network~~products ~~management architecture~~ that ~~allows~~address ~~users to remotely configure~~commercial, ~~monitor,~~government and ~~manage~~defense ~~their wireless network~~applications. ItDuring ~~provides a single~~2025, ~~centralized~~we ~~view~~enhanced ofour ~~all~~broadband ~~network~~portfolio ~~devices,~~with ~~including~~ both ~~FWB~~software and ~~Enterprise,~~release asof ~~well~~new assubscriber ~~real-time performance and usage data, and allows users to make changes to the network configuration and settings~~modules. Advanced services offered in conjunction with this platform include application visibility and control which is used to optimize end user experiences; integrated security gateway and SD-WAN for small and medium businesses; and automated and intelligent network optimization.

The Enterprise portfolio includes a complete range of indoor and outdoor Wi-Fi 5, Wi-Fi 6 and Wi-Fi 7 access points, indoor and hardened 1GB/s and 2.5 GB/s copper and 10 GB/s optical based Ethernet switches, and security gateway and software-defined wide area network ("SD-WAN") devices. During 2025, we introduced new 2.5GHz switching solutions to complement our first Wi-Fi 7 access point.

The Subscription and Services portfolio includes network planning and design solutions, and cloud or on-premises network management and control solutions. The latter capability, delivered through subscription to cnMaestro™, forms the foundation of our ONE Network, a cloud-based network management architecture that allows users to remotely configure, monitor, and manage their wired and wireless networks. It provides a single, centralized view of all Cambium Network devices, and real-time performance and usage data, allowing users to control and optimize network configuration and settings. Advanced services offered in conjunction with this platform include application visibility and control, used to optimize end-user experiences; and "Assurance" which allows network administrators to rapidly troubleshoot network issues using AI-powered root cause analysis with proactive resolution, ensuring service level agreements are met and preventing client impact. The integrated security gateway and SD-WAN for small and medium businesses may also be associated with a subscription for network security services.

Recent Developments

On April 10, 2025, we received a deficiency letter from The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that, for the last 30 consecutive business days, the bid price for our ordinary shares closed below the $1.00 per share minimum bid price requirement for continued inclusion on The Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Requirement”).

On April 16, 2025, May 22, 2025, August 25, 2025 and November 25, 2025, we received additional deficiency letters from Nasdaq notifying us that we were not in compliance with the requirements of Nasdaq Listing Rule 5250(c)(1) (the “Filing Rule”) as a result of not having timely filed with the SEC our Form 10-K for the year ended December 31, 2024 and our Quarterly reports on Form 10-Q for the periods ended March 31, 2025, June 30, 2025 and September 30, 2025, respectively (the “Delinquent Filings”).

On November 11, 2025, we presented our plan of compliance before the Nasdaq Hearings Panel (the “Hearings Panel”) and requested a continued stay of our delisting pending achieving full compliance by filing the Delinquent Filings within the time requested under the plan of compliance.

On December 3, 2025, we received a decision from the Hearings Panel granting our request for continued listing of our ordinary shares on The Nasdaq Global Market, subject to us demonstrating compliance with the Minimum Bid Price Rule and the Filing Rule, on or before April 16, 2026.

On December 12, 2025, we received a partial compliance letter from the Hearings Panel confirming we were in compliance with the Minimum Bid Price Rule, although we remained non-compliant with the Filing Rule. In addition, per Nasdaq Listing Rule 5815(d)(4)(B), we will be subject to a mandatory panel monitor until December 12, 2026. If, within that one-year monitoring period, Nasdaq finds that we are again out of compliance with the Minimum Bid Price Rule, Nasdaq will issue a delist determination letter at that time, leaving us with an opportunity to request a new hearing to address the delisting.

On January 9, 2026, we received a staff determination letter (the “Annual Meeting Determination Letter”) from Nasdaq stating that because we did not hold an annual meeting of shareholders within twelve months from our prior fiscal year end as required by Nasdaq Listing Rule 5620(a) (the “Annual Meeting Rule”), the resulting non-compliance serves as an additional basis for delisting our securities from The Nasdaq Global Market. The Annual Meeting Determination Letter notified us that the Hearings

Panel would consider the matter in their decision regarding our continued listing on The Nasdaq Global Market, and requested that we present our views with respect to the additional deficiency in writing by January 16, 2026. We made a submission to the Hearings Panel by the requested date.

On February 2, 2026, we received a decision from the Hearings Panel granting our request for continued listing of our ordinary shares on The Nasdaq Global Market, subject to our adherence to specific deadlines set forth in the decision to regain compliance with the Filing Rule and the Annual Meeting Rule.

On March 13, 2026 and March 22, 2026, we provided an update to the Hearings Panel noting that while we were on target to regain compliance by the overall deadline, we required additional time to meet the incremental deadlines set by the Hearings Panel.

On March 19, 2026, we received a decision from the Hearings Panel granting our request for an extension.

On March 25, 2026, we received a written notice (the “Delist Determination”) that the Hearings Panel had determined to delist our ordinary shares from Nasdaq due to our failure to comply with the terms of the Hearings Panel’s decision. Trading in our ordinary shares was suspended on Nasdaq at the open of trading on March 27, 2026 and began trading on the OTC Expert Market on March 30, 2026 under the symbol “CMBMF”. We have appealed the Delist Determination.

Our strategy

Our strategy is to enable our customers to build broadband and internet access networks that deliver exceptional digital experiences at an affordable total cost of ownership. The foundation of our strategy is the Cambium ONE Network, enabled by cnMaestro, which ~~brings~~integrates ~~integration~~ and ~~automation~~automates to our entire portfolio. It removes complexity, making it easier to plan, deploy and operate a broadband network from core to edge, using a wide range of wireless technologies, standards, and radio frequency ("RF") spectrum.

Our software and other tools enable network services that address a primary operating cost and constraint to growth faced by most network operators. Our approach is to simplify and automate the design, deployment, optimization, and management of broadband and Wi-Fi access networks through intelligent automation. For example, the policy-based automation feature on our cnMatrix switches enables the establishment of policies for each ~~end-point~~endpoint device type and then automatically propagates those policies across all switch ports in the network, regardless of the actual port each device is plugged into.

Managing operating expenses, such as energy consumption, is increasingly important to network operators. Our solutions can aid in the reduction of energy consumption costs by requiring fewer devices to operate the network to achieve a given coverage and capacity. Our portfolio does not have the overhead required for mobile infrastructure that can contribute to energy consumption. For example, where primary electrical power is unreliable or unavailable, our purpose-built FWB products have been successfully deployed using only solar and battery power.

In our product development we strive to minimize capital outlays required by end users of our products. First, we innovate on top of industry standard technologies to optimize the performance per dollar invested in the network. Second, our software-defined radios, with their ease of remote configuration via cnMaestro, together with our commitment to backward compatibility, extends the life of our products, while also minimizing truck-rolls otherwise needed by the end user to configure and install new products.

Increasingly, performance and cost are important metrics for most network operators. A key differentiation between network products and services providers for most network operators ~~will~~is be the availability of integrated services layered on top of the network. We enable our end users to customize networks with bespoke or third-party services provided or enabled by us.

Meeting new trends

~~The post-pandemic era has redefined the workspace in the midst of a rebalancing between the enterprise and home.~~ Businesses and individuals both continue to expect seamless, secure communication and connectivity, whether from the conference room, the living room or even a recreational vehicle in a campground. The number of applications and devices on the network - from gaming, streaming media, and home automation, to enterprise applications running in the cloud, as well as applications that enhance automation and security ~~- will~~ continue to increase on a global basis. Some applications need more bandwidth., ~~Other~~other applications need lower latency.

5Businesses are leveraging IoT devices in digital transformation initiatives. Often, due to speed, cost, or convenience, wireless broadband is being chosen over fiber or CAT5 to economically connect security cameras. Simultaneously, networking technologies and standards continue to evolve, providing new capabilities and choice for network operators. The result is a network edge that has evolved from a static connection to a highly complex, constantly evolving platform supporting a growing array of services.

AsOur asolutions ~~result~~embed oftechnology ~~continued~~that ~~labor~~is ~~shortages,~~designed ~~and~~to ~~the~~be ~~increasing~~ cost-effective ofand ~~labor,~~deliver ~~across~~a ~~industries,~~high-quality ~~businesses~~digital ~~are~~experience ~~leveraging~~connecting ~~internet of things (IoT)~~ devices inaround ~~digital~~the ~~transformation initiatives~~world. ~~For~~Our ~~example,~~goal ~~increasingly, wireless broadband~~ is ~~being~~to ~~chosen~~enable ~~over~~edge-of-the-network ~~fiber~~intelligence orand ~~CAT5~~the ability to ~~economically~~adapt ~~connect security cameras. Simultaneously, networking technologies~~ and ~~standards~~respond ~~continue~~ to change,. ~~providing~~We ~~new~~are ~~capabilities~~building and ~~choice~~enabling ~~points for network operators. The result is~~ a ~~network~~suite ~~edge~~of ~~that~~services, ~~has~~deployed ~~evolved~~at ~~from~~scale awith ~~static~~minimal ~~connection~~human ~~to a highly complex~~intervention, ~~constantly~~that ~~evolving~~will ~~platform~~enable ~~supporting~~the anetwork ~~growing~~to ~~array~~be ~~of services~~dynamic.

Our FWB and Wi-Fi access, switching technologies, and software are designed to be cost-efficient and deliver high-quality digital experiences and device connectivity around the world. Our goal is to enable edge-of-the-network intelligence and the ability to adapt and respond to change. We are building and enabling a suite of services, deployed at scale with minimal human intervention, that will enable the network to be dynamic. 6

Expanding our addressable markets

Today, fierce competition to provide high -quality broadband access in rural, suburban, and urban markets is driving down subscription prices while simultaneously driving up performance requirements. We expect to respond to growing trends such as the following:

•

The implementation of broadband networks comprised of both fiber and wireless solutions. Wireless internet service providers ("WISPs") are adding fiber to their networks to compete with ~~encroachment by~~ traditional wireline operators. The ~~upcoming~~ongoing release of 6 GHz spectrum by governments ~~around~~worldwide ~~the~~gives ~~world will give~~ broadband operators even more ~~opportunity~~opportunities for cost-effective network expansion. ~~In the third quarter of 2023, we introduced our first release of Cambium Networks Fiber to better support our network operators deploying hybrid, fiber and FWB networks.~~

•

FWB as an alternative to fiber. Our enterprise and state and local government customers are discovering that street-level high-speed FWB networks, taking advantage of buildings and streetlights rather than towers, is an economically compelling alternative to fiber, and enables accelerated time to service when outdoor connections are needed to backhaul Wi-Fi and/or security cameras. For example, the combination of FWB and Wi-Fi has been successfully deployed in city neighborhoods, national parks and campgrounds.

•

Growth of enterprise networking managed services. The market for enterprise networking managed services for hospitality and high density living, such as apartment buildings and senior living, is expanding. Our solutions are designed to enable managed service providers to cost -effectively deploy and manage high value offerings for multiple hospitality or multi-family living property owners using the managed service provider ("MSP") dashboard within cnMaestro X. In 2024, we released several applications as part of our "MarketApps" software, which enables MSPs to onboard customers simply, without having to have access to cnMaestro directly. We continue to enhance and expand MarketApps to address specific markets and use cases.

•

Applications for national defense and security initiatives. We are actively engaged with national defense connectivity initiatives, working closely with systems integration partners. Although we have focused on high-capacity PTP FWB networking solutions, national government network operators have an equal need for the same FWB, Wi-Fi, switching, and value-added services as municipal, state, enterprise, and industrial network operators, although with added requirements for information assurance, security and other domain -specific attributes.

Our technology and products

Our ONE Network strategy takes advantage of advances in wireless standards, software defined radios and open application programming interfaces (APIs) to enable the centralized management of a range of network technologies. Our products and services enable network operators to build a platform using heterogeneous wireless technologies without requiring a separate management platform for each one. Our addition of intelligent automation improves operational performance and efficiency in networks that include our products’ ability to optimize the network at the application layer, enabling our products to enhance network performance.

Point-to-Point (PTP) fixed wireless backhaul

Our PTP solutions are typically connected to high-speed, high-bandwidth wireline or fiber networks, and provide wireless broadband backhaul to a facility, a networked device, or to a PMP access point. Our PTP solutions can be deployed throughout a network over distances of more than 100 kilometers and provide speeds greater than 5 Gbps.

We offer PTP solutions that are designed to operate in unlicensed spectrum from 220 MHz to 5.9 GHz and 57 to 66 GHz, and in licensed spectrum from 6-38 and 71-86 GHz. In addition, our PTP 700 operates in NATO Band IV from 4.4-5.9 GHz, as well as in the 7 GHz and 8 GHz bands, and meets stringent federal operating, performance, and security standards. The mainstay of our backhaul offering is the PTP 670 for commercial applications and PTP 700 for defense and national security applications. In addition, our PTP 820 and 850 series offers carrier-grade microwave backhaul in licensed spectrum, and our PTP 550 offers price-performance leadership in spectral efficiency in sub-6 GHz unlicensed spectrum.

In addition to dedicated point-to-point platforms, as technology has evolved, we have developed solutions that while principally supporting point-to-multi-point architectures, also support point-to-point applications, including the 60 GHz cnWave V3000 and the ePMP Force 425. Revenues from these products are included in the PMP product category in our revenues by product category reporting, as that is their primary application.

Point-to-Multi-point (PMP) fixed wireless

Our PMP solutions extend wireless broadband access from tower mounted FWB access points to customer premise equipment (CPE) providing broadband access to residences and enterprises covering wide areas with a range of 10 to 30 kilometers. Our PMP solutions are increasingly used to backhaul video surveillance systems and public Wi-Fi.

Our PMP portfolio ranges from our PMP 450 series to our ePMP solutions for network operators that need to optimize for both price and performance to our cnReach family of narrow-bandwidth connectivity products for industrial communications. The PMP 450 series is optimized for performance in high-density and demanding physical environments, and includes the PMP 450m with integrated cnMedusa massive multi-user multiple input/multiple output, or MU-MIMO, technology. The PMP 450 product line also

~~supports~~Our ~~the~~technology FCC’s Citizen Broadband Radio Service, or CBRS. The FCC completed the auction of CBRS Priority Access Licenses, or PAL, in the third quarter of 2020, complementing the existing availability of General Authorized Access, or GAA, licenses. Network operators are adopting the PMP 450 solution to exercise both PAL and GAA licenses. In December 2023, we commenced commercial shipment of the PMP 450v, the fifth generation PMP 450 platform. The PMP 450v will support both the 5 GHz band as well as the pending release of 6 GHz, in a single platform, covering 5.150 GHz to 7.125 GHz. products

InOur ~~December~~ONE ~~2022,~~Network westrategy ~~introduced~~takes aadvantage ~~next~~of ~~generation~~advances ~~ePMP~~in ~~4500~~wireless ~~product~~standards, ~~line~~software ~~that~~defined ~~provides~~radios aand ~~high-quality~~open ~~platform~~application atprogramming ainterfaces ~~more~~("APIs") ~~affordable~~to ~~price~~enable ~~for~~the 5centralized ~~GHz.~~management ~~The~~of ~~ePMP~~a ~~4500~~range ~~supports~~of ~~4x4~~network ~~MU-MIMO~~technologies. ~~and~~Our isproducts ~~complemented~~and byservices aenable ~~broad~~network ~~portfolio~~operators ofto ~~ePMP~~build ~~Force~~a ~~400~~platform ~~subscriber~~using ~~radios. In~~heterogeneous ~~December~~wireless ~~2022,~~technologies wewithout ~~commenced~~requiring ~~commercial~~a ~~shipment~~separate ofmanagement ~~the~~platform ~~ePMP~~for ~~4600~~each ~~series,~~one. ~~which~~Our ~~utilizes~~intelligent ~~the~~automation 6improves ~~GHz~~operational ~~band,~~performance ~~expected~~and toefficiency beby ~~available~~optimizing ~~and~~the ~~authorized~~network byat the ~~FCC~~application ~~and~~layer, ~~other~~enabling ~~regulatory~~our ~~bodies~~products ~~around~~to ~~the~~enhance ~~world~~network ~~in 2024~~performance.

Point-to-Point ("PTP") fixed wireless backhaul

Our PTP solutions are typically connected to high-speed, high-bandwidth fiber networks, and provide wireless broadband backhaul to a facility, a networked device, or to a PMP access point. Our PTP solutions can be deployed throughout a network over distances of more than 100 kilometers and provide speeds greater than 5 Gbps.

We offer PTP solutions that operate in unlicensed spectrum from 220 MHz to 5.9 GHz and 57 GHz to 66 GHz, and in licensed spectrum from 6-38 GHz and 71-86 GHz. In addition, our PTP 700 operates in NATO Band IV from 4.4-5.9 GHz, as well as in the 7 GHz and 8 GHz bands, and meets stringent federal operating, performance, and security standards. The mainstay of our unlicensed backhaul offering is the PTP 670 for commercial applications and PTP 700 for defense and national security applications. In addition, our PTP 820 and 850 series offers carrier-grade microwave backhaul in licensed spectrum, and our PTP 550 offers price-performance leadership in spectral efficiency in sub-6 GHz unlicensed spectrum.

In addition to dedicated point-to-point platforms, as technology has evolved, we have developed solutions that, while principally supporting point-to-multi-point architectures, also support point-to-point applications, including the 60 GHz cnWave V3000 and the ePMP Force 4525. Revenues from these products are included in the PMP product category in our revenues by product category reporting, as that is their primary application.

Point-to-Multi-point ("PMP") fixed wireless

Our PMP solutions extend wireless broadband access from tower-mounted FWB access points to customer premise equipment ("CPE"), providing broadband access to residences and enterprises covering wide areas with a range of 10 to 30 kilometers. Our PMP solutions are increasingly used to backhaul video surveillance systems and public Wi-Fi.

Our PMP portfolio ranges from our PMP 450 series to our ePMP solutions for network operators that need to optimize for both price and performance, to our cnReach family of narrow-bandwidth connectivity products for industrial communications. The PMP 450 series is optimized for performance in high-density and demanding physical environments and includes the PMP 450m with

integrated cnMedusa massive multi-user multiple input/multiple output ("MU-MIMO"), technology. The PMP 450 product line also supports the FCC’s Citizen Broadband Radio Service, or CBRS. The FCC completed the auction of CBRS Priority Access Licenses, or PAL, in the third quarter of 2020, complementing the existing availability of General Authorized Access, or GAA, licenses. Network operators are adopting the PMP 450 solution to exercise both PAL and GAA licenses. In 2025, we enhanced software in our PMP 450v access points and subscriber modules to improve capacity interference capability.

We continue to enhance our next generation ePMP 4500 and 4600 product lines that provide an unequaled combination of performance and price. New software released in 2024 for both the ePMP 4500 and ePMP 4600 has increased the maximum throughput under loaded conditions among various improvements and introduced two new ePMP subscriber modules, the ePMP 4518 and ePMP 4616 covering both the 5GHz and 6GHz bands, respectively. These cost effective, lower gain units complement the prior released longer range units.

Our cnReach IoT solutions offer connectivity for distributed sensors and controls across industrial deployments, delivering real-time monitoring, measurement and analytics to optimize system performance. Our products can be deployed in a variety of industrial verticals such as oil and gas, electrical utilities, water management, rail and transportation operations and smart cities. cnReach focuses on SCADA systems for process control and monitoring, providing affordable, narrowband wireless connectivity, operating below 1 GHz, to support distribution automation, substation switches, circuit control and telemetry.

Our 60 GHz solution, cnWave, enables Gbps networking ~~using~~in the 60 GHz band and a distributed architecture that enables scaled networks with dynamic routing for reliability and resiliency.

InOur ~~2022, we commenced commercial shipments of~~ 28 GHz cnWave ~~5G Fixed~~, which operates in the 3GPP n257 (26.50 – 29.50 GHz), n258 (24.25 – 27.50 GHz), and n261 (27.50 – 28.35 GHz) bands~~. The~~, ~~platform~~ incorporates both uplink and downlink MU-MIMO to optimize data rate to the CPE for residential and enterprise customers.

Enterprise solutions

Our Enterprise portfolio includes our ~~cloud-managed Wi-Fi solutions, our~~ cnMatrix ~~cloud-managed wireless-aware~~ switching solution, our ~~Xirrus~~portfolio of Wi-Fi ~~solutions~~6/6E/7 access points, and our ~~portfolio~~Network ofService ~~Wi-Fi~~Edge ~~6/6E~~("NSE") ~~access~~platform, ~~points~~all of which ~~support~~are ~~both~~supported by cnMaestro, ~~and~~our ~~Xirrus~~cloud ~~XMS~~based management. platform.

Our enterprise-grade Wi-Fi 6/6E/7 solutions provide distributed access to individual users or devices in indoor settings, such as office complexes, and outdoor settings, such as private spaces and outdoor public Wi-Fi hotspots, over distances from two meters to one kilometer ~~with high capacity~~. Our Wi-Fi access point portfolio ~~includes~~supports ~~solutions~~ enterprise, government, education, small business and home applications and offers a range of Wi-Fi access points ~~and RF technology~~ that enable network optimization based on desired geographic coverage and user density.

InWe ~~June~~have ~~2020,~~continued weto ~~introduced~~see ~~our~~strong ~~first~~demand for our Wi-Fi 6 and 6E access ~~point~~points, ~~the~~including ~~XV3-8,~~leading ~~which~~products ~~complements~~such ~~both~~as the ~~cnPilot~~XV2-22H ~~and~~indoor ~~Xirrus~~wall-mount ~~solutions.~~access Inpoint ~~2021~~used ~~and~~in ~~2022~~hospitality weand ~~continued to extend our Wi~~multi-Fidwelling ~~6/6E~~units ~~portfolio~~("MDU"), ~~including~~and the ~~addition of the XE5~~XV2-8,21X ~~a ﬁve~~ceiling-~~radio~~mount ~~Wi-Fi 6/6E 8×8/4×4~~ access point ~~(AP)~~used ~~designed~~universally toin ~~deliver high~~medium-density, ~~future~~and low-~~proof~~density ~~performance~~locations. ~~for~~We ~~building~~continue ~~next~~to ~~generation~~promote ~~wireless~~and ~~networks.~~use ~~The~~our Wi-Fi 66E XE5-8 ~~supports~~as ~~high~~our ~~client~~5-radio high-density ~~requirements~~solution ~~with~~for ~~five~~convention ~~active~~centers ~~radios~~and ~~providing~~education ~~Wi-Fi access~~facilities. ~~Wi-Fi~~We 6Ehave ~~support~~outdoor ~~extends~~APs ~~the~~that ~~capacity~~have ofboth ~~Wi-Fi~~external ~~into the 6 GHz band~~antennas, ~~more~~such ~~than~~as ~~tripling~~ the ~~wireless~~XE3-4TN, ~~spectrum~~and ~~available. In~~integrated ~~2022,~~antennas wesuch ~~also~~as ~~introduced~~ the XV2-~~22H~~23T ~~Wi-Fi~~and ~~6 Wall Plate Access Point. The~~ XV2-~~22H~~2T, ~~indoor~~rounding out our Wi-Fi 6/6E APcommercial ~~offers 2~~portfolio.97 ~~Gbps~~We ofalso ~~bandwidth~~promote ~~and~~our ~~an integrated switch. Ideal for hospitality~~RV22, ~~MDU,~~a ~~education, and small/medium business applications. The XE3-4TN~~ Wi-Fi 6~~/6E~~ ~~outdoor~~home meshing access point ~~supporting~~that ~~external~~is ~~antennas~~cloud ~~was~~managed ~~introduced~~on incnMaestro ~~the~~and ~~first~~includes ~~quarter~~a ofrich ~~2023,~~app ~~enabling~~for ~~site~~subscriber ~~specific~~management ~~coverage~~of ~~requirements. The XE3-4TN compliments the XV2-23T and XV2-2T Wi-Fi 6~~ access points ~~introduced~~and inselect ~~2022~~services. In ~~the~~2025, ~~fourth quarter of 2023~~ we ~~announced~~introduced ~~and~~new ~~commenced~~2.5GHz ~~commercial~~switching ~~shipment~~solutions ofto ~~the~~complement ~~RV22,~~our a Wi-Fi 67 ~~home meshing~~ access point. ~~that~~We isexpect ~~cloud~~to ~~managed~~continue onexpanding ~~cnMaestro~~our ~~and~~Wi-Fi ~~includes~~7 aportfolio ~~rich~~as ~~app~~the ~~for~~market ~~subscriber~~upgrades ~~management~~to of the ~~access~~newest ~~point and select services~~standard.

The following table shows a summary of our product portfolio:

Cambium Networks ONE Network Summary

Network Management

cnMaestro Essentials and X - Cloud-Based Management Software

X Assurance

EasyPass

~~EasyPass~~

Application Control

~~Application Control~~

Market Apps

Network Services

QoE and NSE - Advanced Network and Security Services

Wired Platform

cnMatrix - Wireless Aware Switching

Product Platform

Wi-Fi 6/6E/7

Fiber

Fixed Wireless

PTP 820/850

PTP 550/670/700

PMP 450

ePMP

cnWave

cnReach

Design Focus

Software Defined Radios, Cloud Managed, High Performance and Value Wi-Fi Indoor and Outdoor

XGS PON Converged Fiber and Wireless Networks

Licensed Microwave Backhaul

Industry Leading Sub-6 GHz and 7/8 GHz TDD Backhaul Performance

Unparalleled Scalability for Multipoint networks

Price/ Performance PTP and PMP Leadership

Gb to the Edge for Urban, high-density Suburban, and Rural markets

Licensed Narrowband in rugged I/O rich package

Throughput

2Up to 9.52 Gbps/AP

10 Gbps Symmetric OLT

2+ Gbps

450 - 1400 Mbps

1.2 Gbps/Sector

1.2 Gbps/ Sector

15 Gbps/DN 3 Gbps/BTS

KB to MB

Spectrum (GHz except as noted)

2.4, 5, 6

PON

6-38

4.400 - 5.9257.125 - 8.500

3,5,6

2.4, 5, 6.4

24.25 - 29.5057 - 66

220, 450, 700, 900 MHz

Design Services

Wi-Fi Designer

LINK PlannercnHeat

Ethernet switches

Our cnMatrix Ethernet enterprise switching solutions simplify network deployment and operation. cnMatrix provides ~~the~~an intelligent interface between wireless and wired networks. cnMatrix’s policy-based automation ("PBA") accelerates network deployment, mitigates human error, increases security, and improves reliability. cnMatrix includes multiple varieties of copper-based edge switches and aggregation switches ~~and in the first half of 2024 we expect to introduce our first fiber aggregation switch to complete the portfolio~~. When deployed with Cambium Networks Wi-Fi access points and the cnMaestro management system, network operators have an affordable, feature-rich, high-quality unified wired/wireless enterprise grade network. In ~~the first quarter of 2021~~2025, weas ~~introduced~~a ~~and~~complement ~~began~~to ~~shipping~~our ~~the cnMatrix TX 2020R~~Wi-P.Fi ~~The~~7 TXportfolio, ~~2020R-P~~and isto the ~~first~~EX-3024F ofIntelligent aEthernet ~~series~~Fiber ofAggregation ~~switches~~Switch, ~~designed~~which ~~specifically~~offers tozero-touch ~~support~~deployments, ~~PMP~~policy-based ~~and~~automation, ~~PTP~~auto ~~fixed~~device ~~wireless~~profiling ~~broadband~~and ~~networks~~segmentation, ~~incorporating~~and ~~the~~a ~~cnMatrix~~non-blocking ~~enterprise~~line-~~class~~rate ~~feature~~architecture ~~set~~with ~~and~~fully ~~incorporating~~featured ~~additional~~L2/L3 ~~features~~switching, ~~and~~we ~~services~~introduced ~~pertinent~~a toline ~~network~~of ~~operators~~2.5 ~~deploying~~GHz ~~fixed~~switches ~~wireless~~with ~~broadband~~software ~~networks.~~focused ~~The~~on ~~TX 2012R~~AI-Ppowered ~~was~~edge ~~introduced~~networking ~~in April 2021~~ and isautomated ~~the second platform in the TX series~~security.

Network management platform

Our cloud-based cnMaestro and cnMaestro X network management ~~platform~~platforms provide users with an integrated, intelligent, easy to use tool for end-to-end network management of our portfolio from the network operating center to be managed to the edge of the network by an individual CPE. cnMaestro’s interface allows users to easily onboard large numbers of new devices, configure existing devices, monitor the entire network and troubleshoot.

We ~~have~~continue ~~recently~~to ~~introduced~~enhance ~~two~~our subscription services that complement and rely on cnMaestro: . Network Service Edge ("NSE ~~3000~~"), ~~and Quality of Experience (QoE). Network Service Edge~~ delivers advanced security, network, and SD-WAN services for small and medium enterprise networks. ~~These~~It ~~services~~is ~~are~~ integrated into Cambium’s ONE Network solution that enables organizations to deploy and manage security policies across the wireless and wired network, all fully managed and controlled as part of a single framework.

Our Quality of Experience ("QoE") solution, provided by a third party, is hardware agnostic, operating across both wireless and fiber networks, and offers a range of services to network operators utilizing our networking solutions as well as third-party competitive offerings. The subscription-based solution includes granular application shaping, dynamic queue-based rate limiting, ~~congestion management and application insights, which~~

910

congestion management and application insights, which provides broadband service providers with immediate access to the information and controls to optimize end user experiences and be the service provider of choice. With cnMaestro X Assurance, a cloud-based insights engine continuously learns from data reported from cnMaestro-managed devices. AI/ML algorithms are used to identify and predict trending issues across customer sites and proactive alerts are generated. The platform monitors client experience scores and connectivity statistics over time, enabling forensic troubleshooting. With a simple graphical summary presentation, the solution accelerates issue resolution. The system is designed to execute historical issue resolution without any reason to duplicate issues or require packet captures.

Our network planning tools include cnHeat and LINKPlanner. cnHeat is a network planning subscription service that provides a heat map coverage model display of locations that are available for FWB connectivity that aids in network planning. cnHeat utilizes LiDAR or equivalent geospatial data to accurately model the geography being evaluated, coupled with highly accurate RF modeling, to render a visual and quantitative assessment of anticipated RF coverage and performance. cnHeat allows network operators to optimize site selection for coverage, supporting their total cost of ownership and return on investment. LINKPlanner is a comprehensive tool, developed over the past 12 years, used to plan PTP and PMP networks. LINKPlanner allows users to visualize and analyze hypothetical network deployment scenarios to evaluate performance and reliability allowing for cost-effective expansion and deployment of their networks. ~~cnArcher~~Cambium Networks Installer is a smartphone app that accelerates the installation and deployment of our fixed wireless products by field technicians.

Sales and marketing

We sell our products primarily through a network of distributors who sell to other channel partners, including value-added resellers, system integrators, and end customers (end users), as well as through our direct sales force. End users include public or private network operators, including broadband and/or wireless LAN managed service providers; broadband internet service providers; mobile network operators; mid-market enterprises, such as education, hospitality, multi-dwelling units, and retail; state and local government; industrial, including energy, mining, rail operators and utilities; and military agencies. Channel partners may work directly with end users to identify their networking needs, and they may also provide installation, configuration, and ongoing support services. As of December 31, ~~2023~~2025, we had over 1411,~~000~~500 channel partners, ~~over~~and ~~4,000~~approximately of145 ~~whom have transacted with our~~ distributors ~~in the last two years~~. ~~This number also includes almost 160 distributors purchasing directly from us.~~

Our sales organization typically engages directly with ~~large~~ Internet service providers and enterprise ~~managed~~MSPs ~~service providers~~ and certain enterprises even though product fulfillment generally is provided by our channel partners. We also engage in joint selling and marketing with our service provider, system integrator, and reseller channel partners to their customers’ end users. Our sales organization includes field and inside sales personnel, as well as regional technical managers with deep technical expertise who are responsible for pre-sales technical support. As of December 31, ~~2023~~2025, we had ~~117~~103 sales personnel located in 1820 countries.

Our distributors play a central role by promoting and distributing our products in target vertical markets, providing value-added support to the service providers and reseller channels by bringing core strengths in technical support and professional services. This is in addition to logistics, and sales and marketing support. Our distributors typically stock and manage inventory of our products.

We typically work with channel partners through our Connected Partner program, which is a structured program designed to support and enable partners to sell and support our products. The program includes training and education, marketing support, technical support, and other resources such as product discounts, deal registration, demonstration equipment, virtual and in-person events, and promotions to help channel partners succeed in selling and supporting our products.

Our marketing activities can be Cambium Networks-led as well as distributor or channel partner led. Our marketing activities are focused on building brand awareness and generating leads with our target market segments. In addition, we work with our distributors and other channel partners to enable joint marketing that targets enterprise end users. We leverage a broad mix of communications platforms, including website and social media presence, public relations, webinars, trade shows and private events.

Customer support

We provide multiple layers of support: technical support, information-sharing with an experienced community of users, software downloads, warranty services, and repair. We support our enterprise class solutions with a range of flexible service plans and optional 24/7 availability that provide assurance to network operators that their always-on, mission critical communications requirements will be met. With every product purchase, we provide technical support on a best-effort basis. Hardware issues are diagnosed via joint troubleshooting with the end user, and the issue will be addressed according to standard warranty status and the root cause of the issue. This may be sufficient for some customers who can largely manage and operate their network without assistance and hold adequate spares. For others, we provide three support programs staffed by our skilled technical support team and product support engineers to keep the network operating smoothly and efficiently, and may provide 24x7x365 technical support and premium warranty support. We allow network operators to select the service level that best meets their needs. Our support organization both aids channel partners in supporting their direct customers and provides select technical support to our end users. Technical support is also available on-line via chat and automated ticketing systems.

1011

We are dedicated to making advanced networking technology accessible and straightforward. We designed a custom ChatGPT AI agent, accessible from our web site, to help users effortlessly explore and understand our diverse range of solutions. Whether looking to optimize current setup, explore new products, or gain insights into best practices, this tool provides users with a high-level understanding to guide decisions.

Training

We provide a wide range of training and educational ~~material,~~materials from comprehensive user guides and installation guides, to self-directed interactive training, to in-person instructor-led immersion courses to ensure our end-users and channel partners are familiar with the design, implementation, usage, and management of our products. The training and certification system is administered through a learning management system that provides the user a record of course work, exam results, certifications and access to on-demand self-directed training resources that complement instructor-led sessions scheduled frequently around the world.

Cambium Community Forum

The Cambium Networks Community Forum is a platform for users of our solutions to connect with each other, ask questions, and share information and experiences. It is a place where users can find help and support, as well as the latest developments and features of Cambium Networks products. The forum is also a place where users can share their own tips and best practices for using our products, and where they can stay up to date with the latest news and updates from us.

Our Community Forum is moderated by our staff with direct and active engagement by our development engineering and product management personnel. Leveraging the Community Forum, we collect network operator and channel partner feedback on potential product improvements and new product ideas, including through the administration of beta testing on our products. As of December 31, ~~2023~~2025, there were approximately 5058,000 active registered forum members on our Community Forum.

Manufacturing and supply

We rely on third-party contract manufacturers and original design manufacturers for our manufacturing requirements. Our global sourcing strategy emphasizes the procurement of materials and product manufacturing in competitive geographies. For some of our products, we do substantially all of the hardware design work; for other products, we outsource both the hardware design (in whole or in part) and the manufacture of the product; and for several products we distribute and sell a product designed and manufactured by a third party under our name on a white label basis. We generally require that the manufacturing processes and procedures are certified to the International Organization for Standardization ("ISO") 9001 standards.

Our third-party manufacturers typically procure the components needed to build our products based on our demand forecasts. These forecasts represent our estimates of future demand for our products based on historical trends and analyses from our sales and product management functions and are adjusted for overall market conditions. Generally, for our primary third-party manufacturers, we update these forecasts monthly. This allows us to leverage the purchasing power of our third-party manufacturers. Although we provide demand forecasts to our third-party manufacturers, some of our third-party manufacturers may assess charges, or we may have liabilities for excess inventory, if we overestimate our demand. We may be liable to purchase excess ~~product~~products or aged ~~material~~materials from our suppliers following reasonable mitigation efforts, increasing our inventory costs. In addition, if we overestimate demand, we may need to increase future reserves on these commitments if we are not able to convert component inventory to finished goods and sell them to our customers.

Our products rely on key components, purchased from a limited number of suppliers, including certain sole source providers. Lead times for materials and components vary significantly, and depend on factors such as the specific supplier, complexity, contract terms, demand and availability of a component at a given time. From time to time, we may experience price volatility or supply constraints for certain components that are not available from multiple qualified sources or where our suppliers are geographically concentrated. We, like the rest of our industry, have in the past experienced shortages in semiconductors and other key components used for our hardware, which resulted in increased costs for components and shipping. To alleviate shortages, we purchased certain scarce components directly on the open market, and if we experience similar shortages in the future, we may need to take similar actions again. We may also acquire component inventory in anticipation of supply constraints and enter into longer-term pricing commitments with vendors to improve the priority, price and availability of supply. In periods of shortages, we have in the past and may in the future need to build inventory of select components.

WeCambium, ~~outsource~~like ~~the~~other ~~warehousing~~companies, has been shifting wireless broadband and ~~delivery~~general electronic manufacturing from China to Vietnam and Thailand due to rising costs, U.S. and China trade tensions, and geopolitical risks. Throughout 2025, Cambium has been transitioning the manufacturing of ~~our~~some of its products from Mexico to aThailand. Moving manufacturing from one third-party ~~logistics~~manufacturer ~~provider~~to ~~for~~a ~~worldwide~~new ~~fulfillment. Our~~third-party ~~direct~~manufacturer ~~fulfillment~~in ~~facilities~~a ~~are~~different incountry ~~Louisville~~risks quality issues, ~~Kentucky~~communication breakdowns, ~~Venlo~~longer lead times, ~~Netherlands~~and supply chain disruptions, and ~~Vietnam~~Cambium has, ~~from~~during ~~where~~2025, weexperienced ~~ship~~some disruptions in its supply operations as a result, specifically related to ~~our~~the ~~distributor~~movement ~~partners~~of materials and ~~network~~production ~~operators~~to Thailand.

We outsource the warehousing and delivery of our products to a third-party logistics provider for worldwide fulfillment. Our direct fulfillment facilities are in Louisville, Kentucky, Venlo, The Netherlands and Hanoi, Vietnam, from which we ship to our distributor partners and network operators.

Research and development

~~Our~~The success of our products to date is due in large part to our focus on research and development. ~~organization~~We isbelieve ~~located~~that ~~primarily~~continued success in ~~San~~the ~~Jose,~~marketplace ~~California,~~relies ~~Rolling~~on ~~Meadows,~~our ~~Illinois~~ability ~~(moving~~to regularly bring to ~~Hoffman~~the ~~Estates~~market new and enhanced products employing leading-edge technology that provide value-added business solutions that are secure, ~~Illinois~~easy into ~~the~~configure ~~second~~and ~~quarter~~maintain that address the needs of ~~2024)~~the market. Our research and development organization are located primarily in San Jose, California, Hoffman Estates, Illinois, Ashburton, United Kingdom and Bangalore, India. We also work with contract engineers in various locations globally. Our research and development team has deep expertise and experience in wireless technology, antenna design and network architecture and operation. We expect to continue to expand our product offerings and solutions capabilities in the future and to invest significantly in continued research and development efforts. As of December 31, 2025, our research and development organization consisted of 245 employees.

Intellectual property

Our success depends in part on our ability to protect our core technology and innovations. We rely on federal, state, common law and international rights, as well as contractual restrictions, to protect our intellectual property. We control access to our proprietary technology by entering into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with third parties, such as Internet service providers, vendors, individuals and entities that may be exploring a business relationship with us. In addition to these contractual arrangements, we also rely on a combination of trade secrets, ~~copyrights,~~ patents, trademarks, service marks and domain names to protect our intellectual property. ~~We pursue the registration of our trademarks, service marks and domain names in the United States and England and in certain other locations outside of these jurisdictions.~~ These laws, procedures and restrictions provide only limited protection and the legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain and still evolving. Furthermore, effective patent, trademark, copyright and trade secret protection may not be available in every country in which our products are available.

We seek patent protection for certain of our key innovations, protocols, processes and other inventions. As of ~~December~~April 3130, ~~2023~~2026, we had 4299 issued U.S. patents, and ~~149~~175 patents issued in various foreign jurisdictions as well as 928 U.S. and 4179 foreign patent applications pending. We file patent applications in the United States and other countries where we believe there to be a strategic technological or business reason to do so. Although we actively attempt to utilize patents to protect our technologies, we believe that none of our patents, individually, are material to our business. We cannot assure that any of our patent applications will result in the issuance of a patent or whether the examination process will result in patents of valuable breadth or applicability. In addition, any patents that may be issued may be contested, circumvented, found unenforceable or invalidated, and we may not be able to prevent third parties from infringing upon them.

Our industry is characterized by a large number of filed patents that may be applicable to products in our industry, and frequent claims and related litigation regarding patent and other intellectual property rights has occurred, particularly regarding Wi-Fi technologies. As our company grows, it may be more likely that competitors or other third parties will claim that our products infringe their proprietary rights. In particular, large and established companies in our industry as well as other non-practicing entities have extensive patent portfolios and are regularly involved in both offensive and defensive litigation. From time to time, third parties, including certain of these large companies and other non-practicing entities, may assert patent, copyright, trademark and other intellectual property rights against us, our channel partners or our end customers.

Competition

The markets for FWB and Enterprise Wi-Fi and switching solutions are highly competitive and subject to rapid technological change. We compete in a wide range of related categories, each with its own set of competitors worldwide that vary in size and in the products and solutions offered. We expect competition to persist, intensify and increase in the future. We review our competitive situation as follows:

•

Our cnMaestro network management solution has the ability to manage both FWB edge networking devices (e.g., Wi-Fi, switching), and ~~quality of experience and~~ network security services, in a coordinated and centralized manner. In addition, its ~~northbound~~API ~~APIs~~enables ~~enable~~ operators to integrate specialized services on top of their Cambium Networks infrastructure. As networks become more diverse and complex, cnMaestro’s capability ~~will~~can increasingly become a competitive strength.

•

Our competitors for products and solutions for unlicensed wireless broadband in the sub-7 GHz spectrum bands include Ubiquiti, Tarana, ~~Airspan~~Wireless, ~~Radwin,~~Radisys/Mimosa ~~MikroTik~~Networks, ~~Ligowave~~Radwin, and HFCL Group. Competitors in the 3.5 GHz spectrum band, the Citizens Broadband Radio Service in FCC-governed markets, include Airspan Networks and Tarana Wireless, ~~but~~as ~~also~~well as Ericsson (Telefonaktiebolaget LM Ericsson), Nokia, ~~Baicells,~~ and ~~Telrad~~Baicells Technologies. Our cnWave 60 GHz mmWave point-to-point and point-to-multi-point products compete with Ubiquiti, ~~MikroTik,~~and Ceragon, ~~Adtran, and Edgecore~~Networks.

The landscape for broadband services using licensed spectrum is different. Our competitors in the licensed point-to-point microwave market include Aviat Networks, Ceragon, SIAE, and SAF Technica, among others. Our cnWave 5G fixed (28 GHz) products compete with Intracom, Ericsson, Nokia, and Samsung. 13

•

The landscape for broadband services using licensed spectrum is different. Our ~~home~~competitors Wiin the licensed point-Fito-point ~~routers~~microwave ~~are~~market ~~offered~~include toAviat ~~subscribers~~Networks, byCeragon ~~our~~Networks, ~~fixed~~SIAE ~~wireless~~Microelettronica, ~~service~~and ~~provider~~Nokia, ~~customers~~among others. ~~These~~Our ~~devices~~cnWave ~~compete~~5G ~~with~~fixed ~~all~~(28 ~~consumer-grade,~~GHz) ~~home~~products ~~Wi-Fi~~compete ~~brands~~primarily with Intracom Telecom.

•

~~Broadband~~Our ~~service~~home ~~providers~~Wi-Fi routers are ~~increasingly~~offered ~~finding the need~~ to ~~manage~~subscribers ~~network~~by ~~performance~~our atfixed ~~the~~wireless ~~application~~service ~~level.~~provider ~~An example is prioritizing Netflix vs~~customers. ~~online~~These ~~game~~devices ~~download~~compete ~~vs.~~with ~~Zoom.~~all Weconsumer-grade, ~~offer~~home ~~a subscription to a cloud~~Wi-~~based~~Fi ~~tool~~brands, ~~that enables operators to accomplish this task regardless of the hardware deployed (it works with our equipment~~ as well as ~~equipment~~commercial bysolutions ~~other~~from ~~manufacturers~~companies insuch ~~the~~as ~~network)~~Calix. ~~Competitors to this offering include Preseem, and Sandvine (including Prosera Analytics which was purchased by Sandvine).~~

•

Our cnReach narrowband fixed wireless IoT products and solutions compete principally with GE MDS and Freewave.

•

~~The~~Our ~~success~~PON ofSolution acompetes ~~FWB~~with ~~network~~Nokia, isCalix, ~~highly~~Adtran ~~dependent~~and ~~on accurately predicting the performance of each link before it is deployed~~others. We offer a ~~subscription to a cloud~~smaller-~~based~~scale ~~tool~~system ~~called~~geared ~~cnHeat~~towards ~~which~~more ~~leverages~~rural ~~LiDAR~~and ~~data~~campus ~~to build highly~~ environments.

•

12The success of a FWB network is highly dependent on accurately predicting the performance of each link before it is deployed. We offer a subscription to a cloud-based tool called cnHeat which leverages LiDAR data to build highly accurate link forecasts. The primary competitor to cnHeat is TowerCoverage.com.

•

~~accurate~~Our ~~link~~enterprise ~~forecasts.~~network ~~The~~edge ~~primary~~solutions, which include Wi-Fi, cnMatrix Ethernet switching, and Network Services Edge (NSE) products compete with a wide range of competitors, in some cases the competitor tocompeting ~~cnHeat~~with istwo ~~TowerCoverage~~or more of our products.~~com.~~ ~~There~~Ruckus Networks (CommScope), Ubiquiti, Cisco Meraki, Extreme Networks, HPE Aruba, Fortinet, Mist (Juniper Networks), TP-Link, Extreme Networks, and Ruiji Networks, are ~~also~~competitors ~~offerings~~to ~~for~~our ~~LiDAR~~Wi-Fi ~~heatmaps~~Access ~~from~~Point ~~Google~~portfolio. Our cnMatrix Ethernet switch platform competes with Ubiquiti, MikroTik, Cisco, TP-Link, Extreme Networks, and ~~Cloud~~HPE, RFamong others. Our cnMaestro X network management solution competes with each competitive manufacturers’ management platform at a device-level, but also with system-level solutions developed in-house, or commercial solutions.

Our enterprise network edge solutions, which include Wi-Fi, cnMatrix ethernet switching, and Network Services Edge (NSE) products compete with a wide range of competitors, in some cases the competitor competing with two or more of our products. Ruckus (CommScope), Ubiquiti, Meraki (Cisco), Extreme Networks, Aruba (HPE), Fortinet, Mist (Juniper), and Ruiji, are competitors to our Wi-Fi Access Point portfolio. Our cnMatrix wireless aware ethernet switch platform competes with Ubiquiti, MikroTik, Cisco, and HPE, among others. Our cnMaestro X network management solution competes with each competitive manufacturers’ management platform at a device-level, but also with system-level solutions developed in-house, or commercial solutions.

As our target markets continue to develop and expand, and as the technology for wireless broadband and enterprise networking continues to evolve, we expect competition to increase from both established and emerging market participants.

The market for our products and solutions is influenced by a variety of factors, including the following:

•

Total cost of ownership and return on investment associated with the solutions;

•

Ease of configuration, installation, and use of the solution;

•

Ability to provide a backward -compatible solution;

•

Broad application across a range of use cases and frequencies;

•

Product quality, functionality, and reliability;

•

Ability to allow centralized management of the solutions to enable better network planning, including scalable provisioning, configuration, monitoring, and complete network visualization;

•

Ability to enable operators to profitably compete on both price and service levels and

•

Ability to provide quality, full -service pre- and post-sales product support.

We believe we compete favorably on each of these factors.

Regulatory requirements

In addition to regulations of general application to global businesses, we are subject to a number of regulatory requirements specific to our industry, including, without limitation:

•

Radio frequency usage. Because our products transmit energy in RF spectrum, our products are subject to:

▪

rules relating to RF spectrum allocation and authorization of certain radio equipment issued by the Federal Communications Commission for non-federal uses or the National Telecommunications and Information Administration for federal uses in the United States; and

▪

local type approval, or homologation, rules requiring confirmation that our products meet minimum regulatory, technical and safety requirements prior to sale in various countries around the world, for example: European Technical Standards Institute ("ETSI"), Industry Canada ("IC") and Agencia National De Telecommunicatoes ("Anatel").

The applicable regulatory agencies in each jurisdiction adopt regulations to manage spectrum use, establish and enforce priorities among competing uses, limit harmful ~~radio~~RF ~~frequency~~ interference and promote policy goals such as broadband deployment. These spectrum regulations regulate allocation, licensing, and equipment authorizations. Since our customers purchase devices to operate in ~~specific spectrum bands allocated by the regulatory authorities, our products must meet the technical requirements set forth for such spectrum allocation(s).~~

specific spectrum bands allocated by the regulatory authorities, our products must meet the technical requirements set forth for such spectrum allocation(s).

In some bands, the operator, such as our customer, must seek prior regulatory authority to operate using specified frequencies, and the resulting spectrum license authorizes the licensee, for a limited term, to operate in a spectrum consistent with licensed technical parameters within a specified geographic area. We must design and manufacture our products to comply with these technical parameters.

Our products generally are subject to compliance testing prior to approval, and, as a condition of authority in each jurisdiction, we must ensure that our products have the proper labels and documentation specifying such authority. We generally use telecommunications certification bodies to obtain certification for our devices in each jurisdiction in which we intend to market and sell our products.

•

telecommunications certification bodies to obtain certification for our devices in each jurisdiction in which we intend to market and sell our products.

Trade compliance requirements. We are subject to compliance with rules in jurisdictions from which we export or into which we import our products, including export control and reporting, import clearance, anti-bribery, antitrust and competition rules and regulations, including:

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Import and export requirements issued by the United States, the European Union or other jurisdictions, including, for example, the U.S. Department of Commerce, the Office of Foreign Assets Control, the U.K. Foreign, Commonwealth & Development Office, Ministry of Defense and Department of International Trade including rules banning sales to persons or entities on applicable designated parties lists, or to persons or entities in embargoed countries, rules requiring export licenses prior to sales of products incorporating encryption technology to certain end users, and local rules governing import of products, including packaging and labeling laws. In addition, some of our products include enabled encryption technology, which may require us to obtain a license prior to a sale to certain foreign agencies. These rules require us to monitor databases and establish and enforce policies to prohibit the sale of our products to embargoed or specially designated persons, entities and countries.

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Tariffs and other rules and policies of countries in which we import our products.

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Rules and regulations, particularly in the United States and the European Union, governing environmental matters that restrict the use of certain dangerous substances in electrical or electronic equipment, govern use of certain chemical substances throughout their lifecycle and Waste Electrical and Electronic Equipment, Directive 2012/2019/EU, related to the collection, treatment, recycling and recovery of waste electrical and electronic equipment in the European Union and related laws elsewhere. These rules govern our use of components in our products, requiring us to comply with environmental rules and regulations in our selection of component parts and in the manufacturing process, as well as over the disposal upon destruction or retirement of our products.

We are also subject to rules, regulations and laws that involve a variety of matters including privacy, data protection and personal information, tax, trade, encryption technology, environmental sustainability (including climate change), human rights, product certification, and national security. Rules governing our use of personal data, such as the General Data Protection Regulation in the European Union, the California Consumer Privacy Act, and other applicable regulations in the United States and around the world continue to evolve and increase, together with current and proposed e-privacy and direct marketing rules governing direct and email marketing. These rules govern how we use personal data of our employees, customers and others with whom we might do business, including in our marketing activities.

A failure, or alleged failure, by us to comply with regulations or laws could have a material adverse effect on our business, operating results, or financial condition. For additional information about government regulation and laws applicable to our business, see “Item 1A. Risk Factors,” including the risk factor entitled “New regulations or standards or changes in existing regulations or standards in the United States or internationally related to our products may result in unanticipated costs or liabilities, which could have a material adverse effect on our business, results of operations and future sales,” and “If we fail to comply with environmental requirements, our business, financial condition, operating results and reputation could be adversely affected”.

Environmental matters

We are subject to various environmental and other regulations governing product safety, materials usage, packaging and other environmental impacts in the United States and in various countries where our products are manufactured and sold. We are also subject to regulatory developments, including SEC disclosure regulations relating to "conflict minerals," relating to ethically responsible sourcing of the components and materials used in our products, as well as potential disclosures relating to environmental, social and governance issues (ESG). To date, compliance with federal, state, local, and foreign laws enacted for the protection of the environment has not had a material effect on our capital expenditures, earnings, or competitive position.

We maintain compliance with various regulations related to the environment, including the Waste Electrical and Electronic Equipment and the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment regulations adopted ~~by the European Union. To date, our compliance efforts with various United States and foreign regulations related to the environment has not had a material effect on our operating results.~~

by the European Union. To date, our compliance efforts with various United States and foreign regulations related to the environment has not had a material effect on our operating results.

Human capital management

We pride ourselves on developing and maintaining a strong reputation for innovation and integrity and conduct our business affairs honestly and in an ethical manner. We expect our corporate culture to embody trust and respect for individuals, teamwork and innovation; to be a place where employees are proud to work, and where customers, suppliers and partners want to work with us. We are guided by our core values of growth and profitability; outstanding global teamwork; relentless innovation and edge; making and meeting commitments; respecting and developing our people; and serving our community.

14Equal employment

~~Diversity~~At Cambium Networks, we seek to maintain an environment that is open and ~~equal~~inclusive, ~~employment~~and where our people feel valued, included and accountable. One of our key principles is respecting and developing our people. We are committed to maintaining the highest level of professional and ethical standards in the conduct of our business around the world. As of December 31, 2025, we had approximately 486 full-time employees located in 25 countries, of whom 341 employees are located outside of the United States. None of our U.S. employees are subject to a collective bargaining agreement. In certain foreign jurisdictions, where required by local law or customs, some of our employees are represented by local workers’ councils and/or industry collective bargaining agreements. We have not experienced any work stoppages, and we consider our relationship with our employees to be good. We have a broad base of diverse talent, and we believe that attracting, developing and retaining the best talent is critical to our success and achievement of our strategic objectives.

AtAlthough ~~Cambium Networks,~~ we ~~seek~~work toin ~~maintain~~both anremote ~~environment~~and ~~that~~hybrid ~~is open~~environments, ~~diverse~~we ~~and~~work ~~inclusive~~collaboratively, ~~and~~without ~~where our people feel valued~~hierarchy, ~~included~~across ~~and~~geographies ~~accountable. One of our key principles is respecting~~ and ~~developing our people~~functions. We are committed to maintaining the highest level of professional and ethical standards in the conduct of our business around the world. We believe that diverse and inclusive teams enhance individual and company performance and help us attract and retain the best talent available.

We are focused on hiring, training, and retaining exceptional talent. As of December 31, 2023, we had approximately 625 full-time employees, of whom 431 are located outside the United States. None of our U.S. employees are subject to a collective bargaining agreement. In certain foreign jurisdictions, where required by local law or custom, some of our employees are represented by local workers’ councils and/or industry collective bargaining agreements. We have not experienced any work stoppages, and we consider our relationship with our employees to be good. We have a broad base of diverse talent in 21 countries and we believe that attracting, developing and retaining the best talent is critical to our success and achievement of our strategic objectives.

We appreciate one another’s differences and strengths and are proud that our workforce comprises employees with a diversity of backgrounds and perspectives. Diversity, inclusion and belonging have long been a part of our culture, and we work to continually expand our initiatives and to conform to the principles of equal opportunity. We do not discriminate based on race, religion, national origin, disability, medical condition, marital status, sex, gender, age, military or veteran status, sexual orientation or any other protected characteristic as established by federal, state or local laws. Further, we have policies in place that prohibit harassment of all kinds and we prohibit retaliation in all forms and are committed to encouraging a culture where employees can freely ask questions and raise concerns.

Although we work in both remote and hybrid environments, we work collaboratively, without hierarchy, across geographies and functions, and our management team is readily available to all employees, with additional quarterly global town hall events that allow for open dialogue.

Compensation and benefits

We offer what we believe is a competitive compensation package, tailored to the job function and geography of each employee. Our team is global, and we offer competitive and meaningful compensation and benefits programs that meet the diverse needs of our employees, while also reflecting local market practices. Our U.S. benefits plan includes health benefits, life and disability insurance, various voluntary insurances, flexible time off and leave programs, an employee assistance plan, ~~an educational assistance policy,~~ and a 401(k) plan with a competitive employer match. Our international benefits plans are competitive locally and generally provide similar benefits. We believe our compensation structure aligns with our shareholders’ long-term interests by balancing profitability and growth, as well as current market practices~~, and reflects our commitment to pay for performance~~. Competition for qualified personnel in the technology space is intense, and our success depends in large part on our ability to recruit, develop and retain a productive and engaged workforce. Accordingly, investing in our employees and their well-being, offering competitive compensation and benefits, promoting diversity and inclusion, adopting progressive human capital management practices and community outreach constitute core elements of our corporate strategy.

We also offer rewards and recognition programs to our employees, including peer-led recognition of employees who best exemplify our values. We believe that these recognition programs help drive strong employee performance. We conduct annual employee performance reviews. Employee performance is assessed based on a variety of key performance metrics, including the achievement of corporate objectives and objectives specific to the employee’s department or role.

We grant equity-based compensation to many of our employees and have extended the opportunity for equity ownership through our employee share purchase plan to employees in the United States, the United Kingdom and India.

Health and well-being

We offer an employment benefits package that promotes employee well-being and includes healthcare, extended parental leave, and paid time off, including extended leave for new parents (moms, dads and partners) to care for a newborn or newly adopted child. Additionally, we offer benefits to support our employees’ physical and mental health by providing tools and resources to help them improve or maintain their health and encourage healthy behaviors.

Available information

Cambium Networks was formed in 2011 as Vector Cambium Holdings (Cayman), Ltd., and changed its name to Cambium Networks Corporation in 2018. We conduct our business through Cambium Networks, Ltd., a company organized under the laws of England and Wales, and its wholly-owned subsidiaries. Cambium Networks Corporation holds no material assets other than Cambium Networks, Ltd. and its subsidiaries and does not engage in any business operations. Unless the context otherwise requires, we use "Cambium Networks" to refer to Cambium Networks Corporation and its subsidiaries throughout this Annual Report on Form 10-K. ~~Until~~Our ~~April 1, 2024, our~~ headquarters are located at Cambium Networks, Inc. at ~~3800~~2000 ~~Golf~~Center ~~Road~~Drive, Suite ~~360~~A401, ~~Rolling~~Hoffman ~~Meadows~~Estates, Illinois 60192 and our telephone number is (888) 863-5250.

60008 and our telephone number is (888) 863-5250 after which time our address will be 2000 Center Drive, Suite A401, Hoffman Estates, Illinois 60192 and our telephone number will remain (888) 863-5250.

Our Internet address is www.cambiumnetworks.com and our investor relations website is located at http://investors.cambiumnetworks.com. We make available free of charge on our investor relations website under the sub-heading “Financials” our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with (or furnished to) the SEC. Information contained on our websites is not incorporated by reference into this Annual Report on Form 10-K. In addition, the public may read and copy materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site, www.sec.gov, that includes filings of and information about issuers that file electronically with the SEC.

Item 1A. Risk Factors.

This Report contains forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, the risk factors set forth below. These risks and uncertainties are not the only ones we face. Our business, financial condition, results of operations or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, financial condition, results of operations and prospects could be adversely affected.

Risks related to our business

Our ordinary shares have been delisted from Nasdaq and there is no guarantee that our ordinary shares will be regularly traded on the over-the-counter markets.

On March 27, 2026, Nasdaq suspended trading in our ordinary shares on the Nasdaq Global Market due to our failure to comply with the terms of the Hearing Panel’s decision issued on December 3, 2025 and subsequent decisions issued by the Hearing Panel on February 2, 2026 and March 19, 2026 pursuant to which we were granted extensions for continued listing subject to our adherence to certain milestones set forth in the decision to regain compliance with the Filing Rule and the Annual Meeting Rule. Following our request for an additional extension on March 23, 2026, the Hearings Panel issued the Delist Determination stating that our ordinary shares would be suspended at the open of trading on March 27, 2026. In its Delist Determination, Nasdaq confirmed that it intends to file Form 25 Notification of Delisting with the SEC after all applicable appeals periods have lapsed. Although we have appealed the Delist Determination, there is no assurance that we may be able to regain our Nasdaq listing.

Our ordinary shares are now traded on the OTC Expert Market tier. There is no guarantee that our ordinary shares will continue to be traded on the over-the-counter markets, and accordingly, our ordinary shares may become illiquid. In addition, as a result of delisting from the Nasdaq Global Market, we lost an active trading market for our ordinary shares, and the trading market for our ordinary shares on the OTC Expert Market is limited. We face significant material adverse consequences as a result of our ordinary shares not being listed on a national securities exchange, including one or more of the following:

• a limited availability of market quotations for our ordinary shares;

• significantly reduced liquidity and efficiency of the trading market for our ordinary shares;

• holders of our ordinary shares may be unable to sell, and buyers may be unable to purchase, our ordinary shares when they wish to do so;

• a determination that our ordinary shares are considered a “penny stock,” which requires brokers trading in our ordinary shares to adhere to more stringent rules and could possibly result in a reduced level of trading activity in the secondary trading market for our ordinary shares;

• limited amount or complete loss of media, news and analyst coverage; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

Delisting also may reduce the number of investors willing to hold or acquire our ordinary shares and negatively impacts our ability to access equity markets and obtain financing. We believe this reduced liquidity and demand were contributing factors in the substantial decline in our share price after we announced the delisting, and that the failure to be listed will have a continuing material and adverse effect on the trading value of our shares unless and until our shares are listed.

If our appeal of the Delisting Determination is not successful, we will seek to regain our listing via a new application, which will require us to meet the initial listing standards for the Nasdaq Capital Market. There are no assurances that we will be able to successfully satisfy the initial listing criteria or, if we are successful, to continue to meet the on-going listing requirements for the Nasdaq Capital Market. In particular, we may face heightened scrutiny from Nasdaq as a result of our history of being unable to meet Nasdaq’s listing requirements and having been a delinquent filer under the Exchange Act, which could delay a re-listing to the Nasdaq Capital Market or prevent us from achieving such a listing. In addition, we may decide it is not in our shareholders’ best interests to uplist our ordinary shares to the Nasdaq Capital Market once we are current with our SEC reporting requirements.

Moreover, since being delisted from the Nasdaq Global Market, we are no longer subject to certain rules and regulations of Nasdaq. As a result, an investment in our ordinary shares may be riskier than an investment in securities of a company that is listed on a national securities exchange due to the reduced protections such rules and regulations provide shareholders.

Our quarterly and annual operating results have fluctuated in the past and may fluctuate significantly in the future. In particular, the timing and size of our sales of our products are difficult to predict and can result in significant fluctuations in our revenues from period to period. For instance, we have historically received and fulfilled a substantial portion of sales orders and generated a substantial portion of revenues during the last few weeks of each quarter. In addition, we generally recognize all product revenues in the same period in which the related products are sold. Because our operating results are relatively fixed in the short term, any failure to meet expectations regarding sales could have an immediate and material effect on our earnings. If our revenues or operating results fall below the expectations of investors or securities analysts or below any estimates we may provide to the market, the trading price of our shares would likely decline, which could have a material and adverse impact on investor confidence and employee retention.

Our operating results may fluctuate due to a variety of factors, many of which are outside of our control, and which we may not foresee. In addition to other risks listed in this “Risks Factors” section, factors that may affect our operating results include:

•

Fluctuations in demand for our products, including seasonal variations;

•

~~The~~Our ~~impact~~ability ofto ~~excess~~timely ~~inventory~~fulfill ~~held~~orders byfor our ~~channel~~products, ~~partners~~which may be impacted by a number of factors, including the ~~impact~~inability onof our ~~excess~~third-party manufacturers and ~~obsolete~~suppliers ~~reserves~~to meet our demand, including as a result of component or part shortages or delays, difficulties in product manufacturing, yield or quantity, or logistical failures in warehousing and shipping products;

•

~~Our~~The ~~ability~~impact toof ~~develop,~~excess ~~introduce~~inventory ~~and~~held ~~ship~~by inour achannel ~~timely~~partners, ~~manner~~including ~~new~~the ~~products~~impact ~~and~~on ~~product~~our ~~enhancements,~~excess and toobsolescence ~~anticipate future market demands~~reserves;

•

The impact of tariffs or other trade regulations or restrictions that may be imposed by the U.S. or other governments;

•

The impact of any impairment of goodwill or indefinite-lived intangible assets;

•

Our inability to regain and maintain compliance with the financial covenants and other obligations under our secured Credit Agreement;

•

Our inability to develop, introduce and ship in a timely manner new products and product enhancements, and to anticipate future market demands;

•

Failure of our distributors and channel partners to effectively promote and sell our products or manage their inventory and fulfillment;

•

Our ability to manage our ~~inventory and~~ commitments to suppliers effectively;

•

Our ability to ~~release~~ timely ~~and~~release ~~error~~high-quality ~~free~~software and software upgrades;

•

The failure to manage technology transitions in relationship with supply chain requirements, which could result in lower revenue or excess inventory and a growth in our obsolete inventory;

•

Our ability to control costs, including our manufacturing and component costs and operating expenses;

•

The impact of ~~of excess channel inventory, as well as the impact of~~ component shortages, logistic delays and cost increases onin ~~our~~the ~~product~~manufacture ~~manufacturing~~or ~~and~~ shipment ~~operations~~of our products;

•

Our ability to timely fulfill orders for our products, which may be impacted by a number of factors, including the inability of our third-party manufacturers and suppliers to meet our demand, including as a result of component or part shortages or delays, or logistical failures in warehousing and shipping products;

Changes in the competitive dynamics of our target markets, including new entrants, consolidation and pricing pressures;

•

The inherent complexity, length and associated unpredictability of the sales cycles for our products, including as a result of technology evolution;

•

Announcements made by us or our competitors of new or enhanced products, promotions, or changes in standards ~~or other transactions~~;

•

Variation in product costs, prices or mix of products we sell;

•

Product quality issues that could result in increases in product warranty costs and harm to our reputation and brand;

•

Cyber-attacks, data breaches or malware that may disrupt our operations, harm our operating results and financial condition, and damage our reputation or otherwise materially harm our business;

•

17The impact of vulnerabilities and critical security defects, on our products;

•

~~The~~Regulatory ~~impact~~uncertainty ~~of vulnerabilities and critical security defects, prioritization decisions regarding remedying vulnerabilities~~ or ~~security~~changes ~~defects,~~that ~~failure~~may ofbe ~~third-party~~applicable ~~providers~~ to ~~remedy vulnerabilities~~ or ~~security~~impact ~~defects,~~sales orof ~~customers~~our ~~not~~products ~~deploying~~and ~~security releases or deciding not to upgrade products~~services;

•

Regulatory uncertainty or changes that may be applicable to or impact our products and services;

The impact of health crises or pandemics on our operations, the operations of our third-party manufacturers and suppliers and on our customers and end users;

•

General economic or political conditions or instability in our markets, including global recessions or inflation, wars or other political tensions; ~~and~~

Increasing uncertainty of and tensions in international trade relations and tariffs, wars among countries including between the Ukraine and Russia, Israel and the Middle East and increasing tensions with China.18

•

Increased expenses resulting from increases in component, production and logistics costs resulting from factors such as global inflationary pressures, shortages in supply or tariffs imposed by the U.S. or other countries on goods and services that are imported;

•

Increasing uncertainty of and tensions in international trade relations and tariffs, including the impact of tariffs adopted by the United States and reciprocal tariffs that may be imposed by other countries; and

•

Wars among countries including between the Ukraine and Russia, increasing tensions between the United States and China, and increasing military activities and tensions between Iran and Israel, the Middle East, and the United States.

The effects of these or other factors individually or in combination could result in fluctuations and unpredictability in our operating results, our ability to forecast those results and the trading price of our shares. As a result, our past results should not be relied upon as an indication of our future performance.

Our cash requirements may require us to seek additional debt or equity financing and we may not be able to obtain such financing on favorable terms, or at all.

Our cash from operations may not be sufficient for our future working capital, investments and cash requirements, and we have no remaining liquidity for additional borrowings under our Credit Agreement. If our cash from operations is not sufficient for future working capital needs, we would need to seek additional debt or equity financing or scale back our operations. In addition, we may need to seek additional financing if our lender under our Credit Agreement does not continue to work with us as a result of our noncompliance with financial covenants under our Credit Agreement and accelerates the outstanding amounts due, causing the full outstanding balance under the Credit Agreement to become immediately due and payable. We may not be able to access additional capital resources or financing due to a variety of reasons, including the restrictive covenants in our Credit Agreement, the status of our financial condition, or the lack of available capital due to global economic conditions. If our financing requirements are not met and we are unable to access additional financing on favorable terms, or at all, our business, financial condition and results of operations could be materially adversely affected and we could cease as a going concern.

As a public company, we are subject to the reporting requirements and other rules and regulations of the SEC and the Sarbanes-Oxley Act, among others. The requirements of these rules and regulations have and will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and place strain on our personnel, systems and resources. We were unable to timely file our Annual Report on Form 10-K for the years ended December 31, 2024 or 2025, or the quarterly reports due during 2025, and may in the future, be unable to timely file our quarterly or annual reports as they come due.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures over financial reporting. We have noted several material weaknesses in our internal controls over financial reporting and have not yet remediated most of these material weaknesses. We are continuing to develop and refine our disclosure controls, internal control over financial reporting and other procedures, including controls related to revenue and expense recognition, inventory reserves, accounts receivable, regulatory compliance issues affecting our financial results, litigation and settlements and other matters, that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Securities Exchange Act of 1934, as amended (the Exchange Act) is accumulated and communicated to our principal executive and financial officers.

Our current controls have not been effective in preventing these material weaknesses and any new controls we develop may become inadequate because of growth in our business. Further, the weaknesses, including material weaknesses, in our internal controls that have been discovered in the past have not yet been fully remediated, and we have found additional control deficiencies and material weaknesses as of December 31, 2024 that continued during 2025. We may discover additional weaknesses in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal controls also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will be required to include in our periodic reports we will file with the SEC under Section 404 of the Sarbanes-Oxley Act if we return to accelerated filer status. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of our shares.

financial reporting. Any future failure to maintain the adequacy of our internal controls, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and could materially impair our ability to operate our business. If our internal controls are perceived as inadequate or we are unable to produce timely or accurate financial statements, investors may lose confidence in our operating results and our share price could decline. For example, due to our failure to maintain compliance with rules of the SEC and The Nasdaq Stock Market, trading in our ordinary shares was suspended on March 27, 2026, and moved to the OTC Expert Market on March 30, 2026. The last reported sale price of our ordinary shares on the OTC Expert Market on April 20, 2026 was $0.19.

Although management is required to report on our internal control over financial reporting, our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer a smaller reporting company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results and could cause a decline in the price of our shares.

Our Credit Agreement with contains certain restrictive covenants that either limit our ability to, or require a mandatory prepayment in the event we, among other things, create or assume certain liens; create, incur or assume additional indebtedness, subject to specified permitted debt; make or hold certain investments, subject to certain exceptions; enter into certain mergers, liquidations, consolidations and other fundamental changes, subject to specified exceptions; make certain sales and other disposition of property or assets, including sale and leaseback transactions, subject to certain conditions and exceptions; make certain payments of dividends, share repurchase and other distributions, subject to certain exceptions; and enter into certain transactions with affiliates. We, therefore, may not be able to engage in any of the foregoing transactions unless we obtain the consent of our lender or prepay certain amounts under the Credit Agreement. The Credit Agreement also contains certain financial covenants and financial reporting requirements. We are currently not in compliance with certain of the financial or restrictive covenants of our Credit Agreement, including the requirement to timely file periodic reports with the Securities and Exchange Commission ("SEC"). Although we continue to work with the lender, we may be unable to regain compliance with covenants under the Credit Agreement. Our obligations under the Credit Agreement are secured by substantially all of our assets and amounts due under the Credit Agreement mature and become fully due and payable in November 2026. We may not be able to generate or sustain sufficient cash flow or sales to meet the financial covenants or pay the principal and interest under the Credit Agreement. If the lender accelerates amounts owing under the Credit Agreement because of our default, and we are unable to pay the accelerated amount due, the lender has the right to foreclose on substantially all of our assets. In the event of a liquidation, the lender would be repaid the outstanding principal and interest owed to it prior to distribution of assets to unsecured creditors, and the holders of our shares would receive a portion of any liquidation proceeds only if all of our creditors, including our secured lender, were first repaid in full. Furthermore, our future working capital, proceeds of borrowings or proceeds of equity financings could be required to be used to repay or refinance the amounts outstanding under the Credit Agreement and, therefore, may be unavailable for other purposes.

We have been and continue to be unable to meet our financial covenants under our Credit Agreement, which creates doubt about our ability to continue as a going concern.

We are subject to compliance with financial covenants under our Credit Agreement. We are not in compliance with several of our financial covenants. There is uncertainty as to our ability to continue to meet the financial covenants in future periods. We continue to work with the lender to address our noncompliance with these covenants. If the bank is unwilling to come to an acceptable resolution of these non-payment defaults, Bank of America could declare the amounts outstanding thereunder immediately due and payable, and we may not be able to obtain a waiver of such a default or otherwise pay or refinance the indebtedness. Should we be unable to obtain a waiver or otherwise refinance our indebtedness, we may be unable to continue as a going concern.

We are actively taking actions to improve our profitability and to work with the lender to resolve our defaults under the Credit Agreement. These actions include deferral of expenditures, and cost reductions to align our cost structure with current revenue levels. Any of these measures may have an adverse impact on our ability to execute our business plan, take advantage of future opportunities, fund research and development initiatives, or respond to competitive pressures or unanticipated financial requirements. The ultimate success of any such actions in sustaining our ability to continue as a going concern cannot be assured.

There is substantial doubt about our ability to continue as a going concern; accordingly, holders of our ordinary shares could suffer a total loss of their investment.

As a result of our continued noncompliance of covenants under our credit agreement, as well as a continued decline in our available cash, in the absence of additional sources of liquidity, there is substantial doubt about our ability to continue as a going concern. Although we continue to explore additional sources of liquidity, we are unable to determine at this time whether any of these

potential sources of liquidity will be available to us or if available, individually or taken together, will be sufficient to address our liquidity needs. Due to these factors, substantial doubt exists about our ability to continue as a going concern.

In the event we determine that additional sources of liquidity will not be available to us or will not allow us to meet our obligations as they become due, we may need to pursue a restructuring of our liabilities, and in the event of a future liquidation or bankruptcy proceeding, holders of our ordinary shares would likely suffer a total loss of their investment.

The wireless broadband market is generally characterized by rapidly evolving technology, changing needs of network operators, evolving regulations and industry standards and frequent introductions of new products and services. Historically, new product introductions have been a key driver of our revenue growth. To succeed, we must effectively anticipate and adapt in a timely manner to network operator requirements and changing standards and regulatory requirements and continue to develop or acquire new products and features that meet market demands, technology trends and evolving regulatory requirements and industry standards. Our new product development may also be driven by component shortages that may require us to redesign our products. Our ability to keep pace with technological developments, satisfy increasing network operator requirements, and achieve product acceptance depends upon our ability to enhance our current products and develop and introduce or otherwise acquire the rights to new products on a timely basis and at competitive prices. The process of developing new technology is complex and uncertain and can take time to develop as well as to perfect once released. The development of new products and enhancements typically requires significant upfront investment, which may not result in material improvements to existing products or result in marketable new products or cost savings or revenues ~~for an extended period of time, if at all~~. Network operators have delayed, and may in the future delay, purchases of our products while awaiting release of new products or product enhancements. In addition, the introduction of new or enhanced products requires that we carefully manage the transition from older products to minimize disruption in channel partner ordering practices and maintain compatibility between older and newer versions of our products. If we fail to anticipate industry trends and evolving regulations by developing or acquiring rights to new products or product enhancements and timely and effectively introducing such new products and enhancements, or network operators do not perceive our products to have compelling technological advantages, our business would be adversely affected.

The introduction of recent technologies, such as generative AI models, and the changes in regulations related to AI, cybersecurity, privacy, and data protection and our ability to effectively utilize or incorporate these technologies into our products may impact the success of our product development efforts. If the market for these new technologies does not develop as anticipated, or if we are unable to develop products incorporating new technologies, the potential demand for our products may decrease and our business, results of operation and prospects could be materially adversely affected.

Because our products are manufactured outside of the U.S., the import of our products may be affected by changes in applicable tariffs. Our products are primarily manufactured in Taiwan, Vietnam, Philippines and Thailand, and we procure some of our products from China. The U.S. government has enacted, and then partially stayed, significantly increased tariffs on products imported from each of these jurisdictions and has imposed greatly increased tariffs on products imported from China. The governments of China, and other countries, have imposed reciprocal tariffs on the import of U.S. origin products imported into their countries. Significant uncertainty remains with respect to trade policies, treaties, tariffs and taxes. In February 2026, the U.S. Supreme Court ruled that tariffs imposed under the International Emergency Economic Power Act ("IEEPA") were not authorized by the statute. The U.S. government then imposed additional non-IEEPA global Section 122 tariffs. The U.S. government has and may continue to issue significant changes in U.S. trade policy and may take actions that could negatively impact U.S. trade, including communications equipment products and components manufactured and imported from other countries. In response, countries subject to increased tariffs by the U.S. have and may continue to retaliate by actions such as the adoption of various trade related measures including imposing tariffs on imports into such countries from the United States. Other governments may also adopt trade policies, treaties, tariffs or taxes that may adversely impact our products, or services, increasing our costs or adversely impacting our ability to trade within that country. An increase in trade-related costs associated with these imports may impair the profitability of our international production, may strain our suppliers' ability to source components necessary for the production of our products, and is likely to increase our manufacturing costs. We may not be able to pass on the full amount of these trade-related costs to our customers, which could impact our profitability or our competitive position. If we do pass along these costs, our customers may curtail the purchase of our products, which could adversely impact our future sales.

The U.S. government has also enacted controls restricting the ability to send certain products and technology related to semiconductors, semiconductor manufacturing, and supercomputing to China without an export license. These controls also apply to certain hardware containing these specified integrated circuits. Other foreign governments may in turn impose similar or more restrictive controls. The U.S. government continue to add additional entities, to restricted party lists impacting the ability of U.S. companies to provide items to these entities. These controls or any additional restrictions may impact our ability to export certain

products, prohibit us from selling our products to certain of our customers or restrict our ability to use certain Integrated Circuits ("ICs") in our products.

We cannot predict what actions may ultimately be taken with respect to trade relations between the United States and other countries, what products may be subject to such actions or what actions may be taken by the other countries in retaliation. If we are unable to obtain or use components for inclusion in our products, if component prices increase significantly or if we are unable to export or sell our products to any of our customers, our business, liquidity, financial condition, and/or results of operations would be materially and adversely affected.

If tariffs, trade restrictions, or trade barriers remain in place or if new tariffs, trade restrictions, or trade barriers are placed on products such as ours by U.S. or foreign governments, our costs may increase. We believe we can adjust our supply chain and manufacturing practices to minimize the impact of the tariffs and any impact on the supply chain of components, but our efforts may not be successful, there can be no assurance that we will not experience a disruption in our business related to these or other changes in trade practices and the process of changing suppliers in order to mitigate any such tariff costs could be complicated, time-consuming, and costly.

The relatively fluid regulatory environment globally and uncertainty how the U.S. government or foreign governments will act with respect to tariffs, international trade agreements and policies, a trade war, further governmental action related to tariffs or international trade policies, or additional tax or other regulatory changes in the future could directly and adversely impact our financial results and results of operations. We cannot predict what actions may ultimately be taken with respect to trade relations between the U.S. and China or other countries, what products may be subject to such actions or what actions may be taken by the other countries in retaliation. If we are unable to obtain or use components for inclusion in our products, if component prices increase significantly, or if we are unable to sell our products to any of our customers, our business, liquidity, financial conditions or results of operations would be materially and adversely affected.

Our business depends on the overall demand for wireless network technology and on the economic health and general willingness of our current and prospective end-customers to make those capital commitments necessary to purchase our products. Weak domestic or global economic conditions and continuing economic uncertainty, fear or anticipation of such conditions, inflation, a recession, international trade disputes, political tensions, global pandemics, or a reduction in information technology and network infrastructure spending, have from time to time contributed, and may continue to contribute, to slowdowns in the markets in which we compete. As a result, we could experience reduced demand for our products as a result of constraints in capital spending, longer sales cycles, increased price competition for our products including lower sales prices, risk of excess and obsolete inventories, risk of supply constraints, and higher overhead costs as a percentage of revenue, which could adversely affect our business, financial condition, results of operations and prospects. If the conditions in the U.S. and global economies deteriorate, become uncertain or volatile, if inflationary pressures continue, our business, operating results and financial condition may be materially adversely affected. In particular, we cannot be assured of the level of spending on wireless network technology, the deterioration of which would have a material adverse effect on our results of operations and growth rates. The purchase of our products or willingness to replace existing infrastructure is discretionary and highly dependent on a perception of continued rapid growth in consumer usage of mobile devices and in many cases involves a significant commitment of capital and other resources. Therefore, weak economic conditions or a reduction in capital spending would likely adversely impact our business, operating results and financial condition. In addition, if interest rates rise or foreign exchange rates weaken for our international customers, overall demand for our products and services could decline and related capital spending may be reduced. Furthermore, any increase in worldwide commodity prices may result in higher component prices for us and increased shipping costs, both of which may negatively impact our financial results.

Terrorism, war, and other events may harm our business, operating results and financial condition.

The continued threat of terrorism and heightened security and military action in response thereto, or any other current or future acts of terrorism, war (such as the on-going Russia ~~and~~ -Ukraine war, and tensions in the Middle East including Iran, Israel and Syria), and other events such as economic sanctions and trade restrictions may cause further disruptions to the economies of the United States and other countries and create further uncertainties or could otherwise negatively impact our business, operating results, and financial condition. The Russia-Ukraine conflict, the ongoing conflict between Israel, Palestine and other areas of the Middle East, war in Iran and surrounding countries, as well as other areas of geopolitical tension around the world, or the worsening of these conflicts or tensions, and the related challenging macroeconomic conditions, including inflation, globally and in various countries in which we and our customers operate may materially adversely affect our customers, vendors, and partners. The duration and extent to which these factors may impact our future business and operations, results of operations, financial condition, and cash flows remain uncertain. Likewise, events such as loss of infrastructure and utilities services such as energy, transportation, or telecommunications could have similar negative impacts. To the extent that such disruptions or uncertainties result in delays or cancellations of customer orders or the manufacture or shipment of our products, our business, operating results, and financial condition could be materially and adversely affected.

tensions, may materially adversely affect our customers, vendors, and partners. The duration and extent to which these factors may impact our future business and operations, results of operations, financial condition, and cash flows remain uncertain.

Competitive pressures may harm our business, revenues, growth rates and market share.

The markets for our products, including FWB and Enterprise solutions, are highly competitive and subject to rapid technological change. We compete in a wide range of related categories, each with its set of competitors worldwide that vary in size and in the products and solutions offered. We expect competition to persist, intensify and increase in the future.

In all our markets, we compete with a number of wireless equipment providers worldwide that vary in size and in the products and solutions offered. Some of the competitors in our markets include the following:

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Our competitors for products and solutions for unlicensed wireless broadband in the sub-7GHz spectrum bands include Ubiquiti, Tarana, ~~Airspan~~Wireless, ~~Radwin,~~Mimosa ~~MikroTik~~Networks, ~~Ligowave,~~Radwin and HFCL Group. Competitors in the 3.5 GHz spectrum band, the Citizens Broadband Radio Service in FCC-governed markets, include Airspan Networks, but also Ericsson, ~~Nokia,~~(Telefonaktiebolaget ~~Baicells~~LM Ericsson), Nokia and ~~Telrad~~Baicells Technologies. Our cnWave 60 GHz mmWave point-to-point and point-to-multi-point products compete with Ubiquiti, ~~MikroTik, Siklu, Adtran,~~ and ~~Edgecore~~Ceragon Networks.

•

Our competitors in the licensed point-to-point microwave market include Aviat Networks, Ceragon Networks, SIAE Microelettronica, NEC, ~~and SAF Technica~~Nokia, among others. Our cnWave 5G fixed (28 GHz) products compete primarily with Intracom~~, Ericsson, Nokia, and Samsung~~.

•

Our home Wi-Fi routers are offered to subscribers by our fixed wireless service provider customers. These devices compete with all consumer-grade, home Wi-Fi brands.

•

Our ~~cnReach~~PON ~~narrowband~~Solution ~~fixed~~competes ~~wireless~~with ~~IoT~~Nokia, ~~products~~Calix, Adtran and ~~solutions~~others. ~~compete~~We ~~principally~~offer ~~with~~a GEsmaller ~~MDS~~scale system geared towards more rural and ~~Freewave.~~campus environments.

•

Our ~~enterprise~~cnReach ~~network~~narrowband ~~edge~~fixed ~~solutions,~~wireless ~~which~~IoT ~~include~~products ~~Wi-Fi, cnMatrix ethernet switching,~~ and ~~Network~~solutions ~~Services Edge (NSE) products~~ compete ~~with~~principally ~~a wide range of competitors, in some cases the competitor competing~~ with ~~two~~GE orMDS ~~more of our products. Ruckus (CommScope), Ubiquiti, Meraki (Cisco), Extreme Networks, Aruba (HPE), Fortinet, Mist (Juniper),~~ and ~~Ruiji,~~FreeWave ~~are competitors to our Wi-Fi Access Point portfolio~~Technologies. Our cnMatrix wireless aware ethernet switch platform competes with Ubiquiti, MikroTik, Cisco, and HPE, among others. Our cnMaestro X network management solution competes with each competitive manufacturers’ management platform at a device-level, but also with system-level solutions developed in-house, or commercial solutions.

•

Our enterprise network edge solutions, which include Wi-Fi, cnMatrix Ethernet switching, and NSE products compete with a wide range of competitors, in some cases the competitor competing with two or more of our products. Ruckus (CommScope), Ubiquiti, Cisco Meraki, Extreme Networks, HPE Aruba, Fortinet, Mist (Juniper Networks), and Ruijie NetworksS, are competitors to our Wi-Fi Access Point portfolio. Our cnMatrix wireless aware Ethernet switch platform competes with Ubiquiti, Ruckus, MikroTik, Cisco, and HPE, among others. Our cnMaestro X network management solution competes with each competitive manufacturers’ management platform at a device-level, but also with system-level solutions developed in-house, or commercial solutions.

As our target markets continue to develop and expand, and as the technology for wireless broadband continues to evolve, we expect competition to increase.

Demand for our solutions versus those of our competitors is influenced by a variety of factors, including the following:

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Product quality, performance, features and functionality, and reliability;

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Depth and breadth of the sales channel;

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Brand awareness and reputation;

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Integration of intelligence into the product including the introduction of generative artificial intelligence tools or technology;

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Total cost of ownership and return on investment associated with the products;

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Ease of configuration, installation and use of the products;

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Ability to provide a complete compatible and scalable solution;

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Broad application across a range of use cases;

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Ability to allow centralized management of the products and network to better enable network planning, including scalable provisioning, configuration, monitoring and complete network visualization; and

•

Strength, quality and scale of pre- and post-sales product support.

We expect increased competition from our current competitors, as well as ~~emerging~~from ~~companies~~new ~~and established~~ companies that may enter our markets. ~~Further,~~Several weindustries ~~have~~are innow ~~the~~competing ~~past~~for ~~and~~end ~~may~~customers again experience price competition from lower cost vendors selling to network operators that have lower budget or less demanding applications than our products have been designed to serve. We also expect that even higher cost competitors may engage in ~~price~~traditional ~~competition~~fixed towireless ~~establish~~access ~~greater market share~~markets, ~~which~~including ~~may~~Low ~~adversely~~Earth ~~affect~~Orbit ~~our ability to grow our revenues and profitability. Competition could result in loss of market share~~satellites, ~~increased~~fiber ~~pricing pressure~~operators, ~~reduced profit margins, or increased sales~~ and ~~marketing~~mobile ~~expense,~~network ~~any~~operators ofproviding ~~which~~fixed ~~would~~wireless. This ~~likely~~is ~~cause~~putting ~~serious~~pressure ~~harm~~on to our ~~business~~traditional WISPs, ~~operating results or financial condition.~~

who may respond by diverting capital spend to other areas, which may impact our business. Further, we have in the past and may again experience price competition from lower cost vendors selling to network operators that have lower budget or less demanding applications than our products have been designed to serve. We also expect that even higher cost competitors may engage in price competition to establish greater market share, which may adversely affect our ability to grow our revenues and profitability. Competition could result in loss of market share, increased pricing pressure, reduced profit margins, or increased sales and marketing expense, any of which would likely cause serious harm to our business, operating results or financial condition.

A number of our current or potential competitors have longer operating histories, greater name recognition, significantly larger customer bases and sales channels and significantly greater financial, technical, sales, marketing and other resources than we do. Our competitors may be able to anticipate, influence or adapt more quickly to new or emerging technologies and changes in network operator requirements, devote greater resources to the promotion and sale of their products and services, initiate or withstand substantial price competition, bundle similar products to compete, take advantage of acquisitions or other opportunities more readily, and develop and expand their product and service offerings more quickly than we can.

Some of our competitors have been acquired or entered into partnerships or other strategic relationships and offer a more comprehensive solution than they had previously offered. We expect this trend to continue. The companies resulting from such consolidation may create more compelling products and be able to offer greater pricing flexibility, making it more difficult for us to compete effectively. In addition, continued industry consolidation might adversely affect network operators’ perceptions of the viability of smaller and even medium-sized wireless broadband equipment providers and, consequently, their willingness to purchase from those companies.

Additionally, the markets for development, distribution and sale of our products are rapidly evolving. New entrants seeking to gain market share by introducing new technology and new products may make it more difficult for us to sell our products, and could create increased pricing pressure, reduced profit margins due to increased expenditure on sales and marketing, or the loss of market share or expected market share, any of which may significantly harm our business, operating results and financial condition. Competitive pressures may also result from ~~increased political tensions globally, and~~ our ~~ability~~inability to manufacture products meeting country of origin or country of manufacture requirements increasingly imposed by countries or end users. We may be unable to ~~easily~~ meet these location of manufacture requirements, which may adversely impact our ability to compete with other competitors who can. The success of new products depends on several factors, including appropriate new product definition, component costs, timely completion and introduction of products, differentiation of new products from those of our competitors and market acceptance of these products. We may not be able to successfully anticipate or adapt to changing technology on a timely basis, or at all. New technologies could render our existing products less attractive and if such technologies are widely adopted as the industry standard for wireless Internet service providers, our business financial condition, results of operations and prospects could be materially adversely affected.

Our ~~channel~~distributors ~~partners~~ purchase and maintain inventories of our products to meet future demand and have only limited rights to return the products they have purchased from us. Our channel partners are not generally committed to volume purchases of our products in any period, although some of our products carry minimum order quantities. Accordingly, if, as we have recently experienced, our channel partners purchase more product than is required to meet demand in a particular period, causing their inventory levels to grow, they may delay or reduce additional future purchases, causing a reduction in expected future revenues, our quarterly results to fluctuate, and adversely impacting our ability to accurately predict future earnings.

Our gross margin varies from period to period, is difficult to predict and may decline in the future.

Our gross margin varies from period to period, may be difficult to predict and may decline in future periods. Variations in our gross margin are generally driven by shifts in the mix of products we sell, the timing and related cost of fulfilling orders and other factors, including actions taken to reduce channel inventory or speed product delivery such as increased discounts. In addition, the market for wireless broadband solutions is characterized by rapid innovation and declining average sale prices as products mature in the marketplace. The sales prices and associated gross margin for our products may decline due to change in sales strategy, competitive pricing pressures, demand, promotional discounts and seasonal changes in demand. Larger competitors with more diverse product and service offerings may reduce the price of products or services that compete with ours or may bundle them with other products and services. If we meet such price reductions but do not similarly reduce our product manufacturing costs, our margins would decline. Any decline in our gross margins could have an adverse impact on our results of operations and the trading price of our shares.

If we are not able to effectively forecast demand or manage our inventory, we may be required to record write-downs for excess or obsolete inventory.

We maintain limited inventory of finished goods and, to a lesser extent, raw materials and forecast demand from our third-party manufacturers in amounts that we believe are sufficient to allow timely fulfillment of sales, subject to the impact of supply shortages. Growth in our sales and new product launches may require us to build inventory in the future. Higher levels of inventory expose us to a greater risk of carrying excess or obsolete inventory, which may in turn lead to write-downs. We may also record write-downs in connection with the end-of-life for specific products. Our distributors may increase levels of inventory to meet supply shortages or expected demand; if demand decreases in future ~~period~~periods, we may end up with excess channel inventory, leading to reductions in future period orders from our distributors. We endeavor to obtain information on inventory levels and sales data from our distributors. This information has been generally difficult to obtain in a timely manner, and we cannot always be certain that the information is reliable. If we over forecast demand, we may build excess inventory, incur increased costs to our suppliers for excess demand, and we may not be able to decrease our expenses in time to offset any shortfall in revenues, which could harm our ability to achieve or sustain expected results of operations and could lead to increased excess and obsolescence reserves, such as recently experienced. If we under forecast demand, our ability to fulfill sales orders will be compromised and sales to distributors may be deferred or lost altogether, which may impair our distributor relationships, would reduce our revenues and could harm our ability to achieve or sustain expected results of operations.

2024

~~Decisions~~If towe ~~increase~~over orforecast ~~maintain~~demand, ~~higher inventory levels are typically based upon uncertain forecasts or other assumptions. Because the markets in which~~ we ~~compete~~may ~~are~~build ~~volatile~~excess inventory, ~~competitive~~incur ~~and~~increased ~~subject~~costs to ~~rapid~~our ~~technology~~suppliers ~~and~~for ~~price~~excess ~~changes~~demand, ifand ~~the assumptions on which~~ we ~~base~~may ~~these~~not ~~decisions~~be ~~turn~~able ~~out~~ to bedecrease ~~incorrect,~~ our ~~financial~~expenses ~~performance~~in ~~could~~time ~~suffer~~to ~~and~~offset weany ~~have~~shortfall in ~~the~~revenues, ~~past~~which ~~and~~ could inharm ~~the~~our ~~future~~ability beto ~~required~~achieve toor ~~write-off~~sustain ~~the~~expected ~~value~~results of ~~excess~~operations ~~products~~and orcould ~~components~~lead ~~inventory. In addition, in order~~ to ~~manage~~increased ~~manufacturing~~excess ~~lead times~~ and ~~help~~obsolescence ~~ensure~~reserves, ~~adequate~~such ~~component~~as ~~supply,~~ we ~~enter~~recently ~~into~~experienced. ~~agreements~~If ~~with~~we ~~contract~~under ~~manufacturers~~forecast ~~and~~demand, ~~suppliers~~our ~~that~~ability ~~allow them~~ to ~~procure~~fulfill ~~inventory~~sales ~~based~~orders ~~upon~~will ~~criteria~~be ascompromised ~~defined~~and bysales ~~us,~~to ~~such~~distributors ~~as forecasted demand. We~~ may be ~~liable~~deferred ~~to purchase excess product~~ or ~~aged~~lost ~~material from our suppliers following reasonable mitigation efforts~~altogether, ~~resulting~~which inmay animpair ~~adverse impact on~~ our ~~cash~~distributor ~~flows~~relationships, ~~operating~~would ~~expenses,~~reduce ~~results~~our ofrevenues ~~operation~~ and ~~financial~~could ~~condition.~~harm ~~In the fourth quarter of 2023 we recorded significant charges due to excess and obsolete inventory and commitments to~~ our ~~suppliers.~~ability ~~If we are unable~~ to ~~manage~~achieve ~~our inventory~~ or ~~commitments~~sustain toexpected ~~suppliers~~results ~~in the future, particularly in light~~ of ~~continuing excess inventory in the channel, we could be required to record additional charges, which would adversely affect our operating results and financial condition~~operations.

Decisions to increase or maintain higher inventory levels are typically based upon uncertain forecasts or other assumptions. Because the markets in which we compete are volatile, competitive and subject to rapid technology and price changes, if the assumptions on which we base these decisions turn out to be incorrect, our financial performance could suffer and we have in the past and could in the future be required to write-off the value of excess products or components inventory. In addition, in order to manage manufacturing lead times and help ensure adequate component supply, we enter into agreements with contract manufacturers and suppliers that allow them to procure inventory based upon criteria as defined by us, such as forecasted demand. We may be liable to purchase excess products or aged material from our suppliers following reasonable mitigation efforts, resulting in an adverse impact on our cash flows, operating expenses, results of operation and financial condition. We have, over the last several years, worked to manage our inventory closely, resulting in a reduction in finished goods inventory, raw materials and supplier commitment, but also required additional capital to cover and manage past liabilities. If we are unable to manage our inventory or commitments to suppliers in the future, we could be required to record additional charges, which would adversely affect our operating results and financial condition.

We rely on third-party manufacturers, which subjects us to risks of product delivery delays and reduced control over product costs and quality.

We outsource the manufacturing of our products to third-party manufacturers pursuant to which the third parties manufacture and supply our products subject to orders from us often based on our demand forecasts. Our agreements do not typically obligate our third-party manufacturers to supply products to us in specific quantities or for an extended term, which could result in short notice to us of supply shortages and increases in the prices we are charged for manufacturing services. Our reliance on third-party manufacturers reduces our control over the manufacturing process, including reduced control over quality, product costs and product supply and timing. From time to time, we have experienced and may in the future experience delays in shipments or issues concerning product quality from our third-party manufacturers. For example, during 2025, as a result of a change of a third-party manufacturer for some of our products, we experienced delays in full commencement of production at the new location, as well as product quality problems, resulting in our inability to meet all orders for our product and a reduction in revenue over the period. We expect to continue to experience these supply shortages into 2026. If any of our third-party manufacturers suffer interruptions, delays or disruptions in supplying our products, including by natural disasters or work stoppages or capacity constraints, our ability to ship products to distributors and network operators would be delayed. Additionally, if any of our third-party manufacturers experience quality control problems in their manufacturing operations and our products do not meet network operators’ requirements, we could be required to cover cost of the repair or replacement of any defective products. These delays or product quality issues could have an immediate and material adverse effect on our ability to fulfill orders and could have a negative impact on our operating results. In addition, such delays or issues with product quality could harm our reputation and our relationship with our channel partners.

InBecause ~~order to manage manufacturing~~ lead times and help ensure adequate component supply, we enter into agreements with contract manufacturers and suppliers that allow them to procure inventory based upon criteria as defined by us, such as forecasted demand. Our agreements do not typically obligate our third-party manufacturers to supply products to us in specific quantities or for an extended term, which could result in short notice to us of supply shortages and increases in the prices we are charged for manufacturing services. We may be liable to purchase excess product or aged material from our suppliers following reasonable mitigation efforts, increasing our inventory costs or resulting in increases to our excess and obsolescence reserves. Conversely, because lead times for required materials and components vary significantly and depend on factors such as the specific supplier, contract terms and the demand for each component at a given time, if we underestimate our requirements, our third-party manufacturer may have inadequate materials and components required to produce our products. This could result in an interruption of the ~~manufacturing~~manufacture of our products, delays in shipments and deferral or loss of revenues. If foundries experience capacity shortages they may respond by allocating existing supply among their customers, including us. ~~Recently~~Memory, ain particular, is becoming challenging in light of capacity ~~shortage~~being used for AI. While current limitations are around DDR4 (used in some of our newer products), this is likely to spread to DDR3 memory and much of our product lines. Previous capacity shortages coupled with an increase in demand for ~~our~~ affected products, due in part to a global increase in demand for bandwidth, resulted in supply shortages that caused increased lead times for some of our products. WeIf ~~may~~our ~~suffer~~third-party ~~delays~~manufacturers ~~introducing~~experience ~~new~~financial, operational, manufacturing capacity or other difficulties, or if they are otherwise unable or unwilling to continue to manufacture our products in required volumes or at all, our supply may be disrupted, we may be required to ~~the~~seek ~~market~~alternate manufacturers and inwe ~~sales~~may ofbe ~~existing~~required to re-design our products. asIt awould ~~result~~be oftime-consuming ~~parts~~and ~~unavailability~~costly, orand ~~shortages~~could be impracticable, ~~resulting~~to begin to use new manufacturers and designs and such changes could cause significant interruptions in supply and could have an adverse impact on our ability to meet our scheduled product deliveries and may subsequently lead to the loss of sales, delayed revenues or ~~delay~~an ofincrease ~~revenue.~~in our costs, which could materially and adversely affect our business and operating results.

If our third-party manufacturers experience financial, operational, manufacturing capacity or other difficulties, or experience or continue to experience shortages in required components, or if they are otherwise unable or unwilling to continue to manufacture our products in required volumes or at all, our supply may be disrupted, we may be required to seek alternate manufacturers and we may be required to re-design our products. It would be time-consuming and costly, and could be impracticable, to begin to use new manufacturers and designs and such changes could cause significant interruptions in supply and could have an adverse impact on our ability to meet our scheduled product deliveries and may subsequently lead to the loss of sales, delayed revenues or an increase in our costs, which could materially and adversely affect our business and operating results.

We outsource manufacturing to third-party manufacturers operating outside of the U.S., subjecting us to risks of international operations.

Our third-party manufacturers predominantly operate outside of the U.S. causing us to face risks to our business based on changes in tariffs, trade barriers, export regulations, political conditions and contractual restrictions~~. Products that we have manufactured for us in Mexico~~, ~~Taiwan or Vietnam and elsewhere may also be subject to any uncertainty of trade relations between~~ such ~~countries~~as ~~and~~recently ~~the~~announced ~~United~~tariffs States or other shipping destinations. Such uncertainties could cause the cost of our products manufactured there to rise, or result in our inability to continue to manufacture in such country, resulting in a need to find alternative sources of manufacture. Any change in manufacturer could result in the delay of manufacture and supply of our products, increase our cost of manufacture, and cause a delay in our shipments to customers and a delay or cancellation of orders. Our future operating results and financial condition could be materially affected to the extent any of these actions occur.

2125

by the U.S. government and reciprocal tariffs announced by other governments, particularly tariffs on goods imported from China, Taiwan, Vietnam or Thailand. Products that we have manufactured for us in countries outside of the US may also be subject to any uncertainty of trade relations between such countries and the United States or other shipping destinations. Such uncertainties could cause the cost of our products to rise or result in our inability to continue to manufacture in such country, resulting in a need to find alternative sources of manufacture, such as our recent move from manufacturing in China and Mexico to Vietnam and Thailand. Any change in manufacturer has in the past and could continue to result in the delay in the manufacture and supply of our products, increase our cost of manufacture, and cause a delay in our shipments to customers and a delay or cancellation of orders. Our future operating results and financial condition could be materially affected to the extent any of these actions occur.

We rely on third-party components to build our products, and we generally rely on our third-party manufacturers to obtain the components necessary for the manufacture of our products. We use our forecast of expected demand to determine our material requirements. Lead times for materials and components we order vary significantly, and depend on factors such as the specific supplier, contract terms and demand for a component at a given time. If forecasts exceed orders, we may have excess and/or obsolete inventory, which could have a material adverse effect on our business, operating results and financial condition. If orders exceed forecasts, or available supply, we may have inadequate supplies of certain materials and components, which could have a material adverse effect on our ability to meet customer delivery requirements and to recognize revenue. If we underestimate our requirements or our third-party suppliers are not able to timely deliver components, our third-party manufacturers may have inadequate materials and components required to produce our products. This could result in an interruption in the manufacture of our products, delays in shipments and fulfillment of customer orders, and deferral or loss of revenues. Our third-party manufacturers may not be able to secure sufficient components at reasonable prices or of acceptable quality to build our products in a timely manner, adversely impacting our ability to meet demand for our products. In addition, if our component suppliers cease manufacturing needed components, we could be required to redesign our products to incorporate components from alternative sources or designs, a process which could cause significant delays in the manufacture and delivery of our products. Unpredictable price increases for such components may also occur. The unavailability of these components could substantially disrupt our ability to manufacture our products and fulfill sales orders.

In addition, we currently depend on a limited number of suppliers for several critical components for our products, and in some instances, we use sole or single source suppliers for ~~our~~ components to simplify design and fulfillment logistics. Neither we nor our third-party manufacturers carry a substantial inventory of our product components. Many of these components are also widely used in other product types or by other companies. Shortages are possible and our ability to predict the availability of such components may be limited. In the event of a shortage or supply interruption from our component suppliers, we or our third-party manufacturers may not be able to develop alternate or second sources in a timely manner, on commercially reasonable terms or at all, and the development of alternate sources may be time-consuming, difficult and costly. Any resulting failure or delay in shipping products could result in lost revenues and a material and adverse effect on our operating results. If we are unable to pass component price increases along to our end customers or maintain stable pricing, our gross margins could be adversely affected and our business, financial condition, results of operations and prospects could suffer.

~~Supply~~We ~~shortages~~may ~~for~~face ~~key~~increased ~~components~~costs inor ~~our~~other ~~products~~logistics ~~may~~challenges ~~result~~ in ~~extended~~the ~~lead~~shipment ~~times~~of orour ~~supply changes~~products, which ~~could~~may ~~disrupt~~increase orthe ~~delay~~cost ~~our~~of ~~scheduled~~revenues ~~product~~or ~~deliveries to our end customers and may~~ result in ~~the~~a ~~loss~~delay ofin ~~sales~~shipments ~~and~~to ~~end~~ customers.

~~Our~~Logistics ~~ability~~challenges tomay ~~manage~~impact our ~~supply chain may be adversely affected by factors including shortages of~~operations, ~~and extended lead times~~ for, ~~components used to manufacture our products~~example, as a ~~reduction~~result ~~or interruption~~ of ~~supply,~~container ~~prioritization~~shortages ofwhich ~~component~~may ~~shipments~~impact toavailability ~~other~~of ~~vendors~~containers, ~~cessation of manufacturing of such components by our suppliers~~ and ~~geopolitical~~increased ~~conditions~~carriage ~~such as the U.S. trade war with China and the impact of public health epidemics. Insufficient component supply~~costs, orresulting ~~any~~in increases in ~~the~~relevant ~~time~~freight ~~required to manufacture our products~~costs, ~~have~~all ~~and~~at ~~may~~a ~~continue~~time towhen ~~lead~~global todemand ~~inventory~~may ~~shortages~~increase. ~~that~~Ports ~~could~~may ~~result~~experience inincreasing ~~increased customer~~ lead times ~~for~~with ~~our~~delays ~~products,~~in ~~delayed~~the ~~revenue~~container orfreight ~~loss~~market ofdue ~~sales opportunities altogether as potential end customers turn~~ to ~~competitors’~~port ~~products~~delays, ~~that~~worker ~~are~~shortages ~~more~~or ~~readily available. Shortages in~~ the ~~supply~~impact of ~~components~~any orglobal ~~other~~pandemic. ~~supply~~These ~~disruptions,~~logistics ~~may~~and ~~not~~freight bechallenges ~~predicted~~and inincreasing ~~time~~costs tocould ~~design-in~~have ~~different~~a ~~components~~material oradverse ~~qualify~~effect ~~other~~on ~~suppliers.~~our ~~Qualifying~~ability ~~new suppliers~~ to ~~compensate~~meet ~~for~~customer ~~such~~delivery ~~shortages~~requirements, ~~may~~result bein ~~time-consuming~~increased ~~and~~costs ~~costly~~ and ~~may~~adversely ~~increase~~affect ~~the~~our ~~likelihood~~business, offinancial ~~errors~~condition, inresults ~~design~~of oroperations ~~production.~~and ~~Similar delays may occur in the future~~prospects.

In order to reduce manufacturing lead times and plan for adequate component supply, from time to time, we may issue purchase orders for components and products that are non-cancelable and non-returnable. In addition, we may purchase components and products that have extended lead teams to ensure adequate supply to support long-term customer demand and mitigate the impact of supply disruptions. If we are unable to use all of the components we have purchased, we may have excess inventory or obsolescence, or increased inventory or carrying costs, which could have an adverse impact on our results of operation or financial condition.

Governmental regulations may also impact our ability to procure required components, such as regulations enacted by the U.S. limiting the ability to procure certain components from China. If we are unable to procure required components from sources outside of jurisdictions restricted by government regulation, we may be unable to produce and sell products that we are able to sell to customers in regions subject to such restrictions.

We may face increased costs or other logistics challenges in the shipment of our products, which may increase cost of revenues or result in a delay of shipments to customers.

Logistics challenges may impact our operations, for example, as a result of container shortages which may impact availability of containers and increased carriage costs, resulting in increases in relevant freight costs, all at a time when global demand has increased. Ports may experience increasing lead times with delays in the container freight market due to port delays, worker shortages or the impact of any global pandemic. These logistics and freight challenges and increasing costs could have a material adverse effect on our

ability to meet customer delivery requirements, result in increased costs and adversely affect our business, financial condition, results of operations and prospects.

We rely on our third-party logistics and warehousing provider, with distribution hubs ~~currently~~including in the United States, the Netherlands and ~~recently~~ Vietnam, to fulfill the majority of our worldwide sales and deliver our products on a timely basis. Any change in the location of our distribution hubs, ~~such as recent changes in distribution location from China to Vietnam,~~ and any delay in delivery of our products to distributors or network operators could create dissatisfaction, harm our reputation, result in the loss of future sales and, in some cases, subject us to penalties. A change in the location of our distribution centers may result in delays in our ability to ship products to customers from such newly established distribution centers, or adversely impact our ability to meet import or export requirements. We rely on our third-party logistics and warehousing provider to accurately segregate and record our inventory for us and to report to us the receipt and shipments of our products. Our third-party logistics and warehousing provider also manages and tracks the delivery of our products from the warehouse and safeguards our inventory, which accounts for a vast majority of our inventory balance. The failure of our third-party logistics and warehousing provider to perform these key tasks sufficiently, or any disruption to its business as a result of restrictions imposed as a result of health crises, natural disasters, work stoppages, cyber attacks or other business disruptions, could disrupt their operations and therefore the shipment of our products to channel partners or end users or cause errors in our recorded inventory or in our customs or other regulatory documentation, any of which could adversely affect our business and operating results.

and safeguards our inventory, which accounts for a vast majority of our inventory balance. The failure of our third-party logistics and warehousing provider to perform these key tasks sufficiently, or any disruption to its business as a result of restrictions imposed as a result of health crises, natural disasters, work stoppages, cyber-attacks or other business disruptions, could disrupt their operations and therefore the shipment of our products to channel partners or end users or cause errors in our recorded inventory or in our customs or other regulatory documentation, any of which could adversely affect our business and operating results.

We rely on ~~channel~~distributors ~~partners~~ for a substantial majority of our sales and our future success is highly dependent upon establishing and maintaining successful relationships with distributors and other channel partners. Recruiting and retaining qualified ~~channel~~distributors ~~partners~~ and training them in our technology and products require significant time and resources. Our reliance on ~~channel~~distributors ~~partners~~ for sales of our products results in limited visibility into demand and channel inventory levels, which in turn adversely impacts our ability to accurately forecast our future revenues. By relying on our channel partners, we may have less contact with end users, thereby making it more difficult for us to establish brand awareness, service ongoing network operator requirements and respond to evolving needs for new product functionality.

Sales through distributors have been highly concentrated in a few distributors, with over 3734%, ~~29%,~~ and 3832% of our revenues in ~~2021,~~2024 ~~2022~~ and ~~2023~~2025, respectively, coming from our three largest distributors in each year. In addition, certain of our distributors may rely disproportionately on sales to a small number of end customers. Termination or degradation of a relationship with a major distributor, or of a distributor with its major customer, could result in a temporary or permanent material loss of revenues. We may not be successful in finding other distributors on satisfactory terms, or at all, and our distributors may fail to maintain or replace business with their major customer, either of which could adversely affect our ability to sell in certain geographic markets or to certain network operators, adversely impacting our revenues, cash flow and market share.

We generally do not require minimum purchase commitments from our ~~channel partners~~distributors, and our agreements do not prohibit our ~~channel~~distributors ~~partners~~ from offering products or services that compete with ours or from terminating our contract on short notice. Many of our channel partners also sell products from our competitors. Some of our competitors may have stronger relationships with our channel partners than we do and we have limited control, if any, over the sale by our ~~channel~~distributors ~~partners~~ of our products instead of our competitors’ products, or over the extent of the resources devoted to market and support our competitors’ products, rather than our products or solutions. Our competitors may be more effective in providing incentives to existing and potential ~~channel~~distributors ~~partners~~ to favor their products or to prevent or reduce sales of our products. Our failure to establish and maintain successful relationships with our ~~channel~~distributors ~~partners~~ would materially and adversely affect our business, operating results and financial condition.

To increase our revenues, we depend on the adoption of our solutions by end users that purchase our products through our channel partners. End users typically need to make substantial investments when deploying network infrastructure, which can delay a purchasing decision. Once a network operator has deployed infrastructure for a particular portion of its network, it is often difficult and costly to switch to another vendor’s equipment. If we or our channel partners are unable to demonstrate that our products offer significant performance, functionality or cost advantages to the competitor’s product, it would be difficult for us to generate sales to that network operator once a competitor’s equipment has been deployed.

Our future success also depends significantly on additional purchases of our products by end users that have previously purchased our products. End users may choose not to purchase additional products because of several factors, including dissatisfaction with our products or pricing relative to competitive offerings, reductions in network operators’ spending levels or other causes outside of our control. If we are not able to generate repeat purchases from end users, our revenues may grow more slowly than expected or may decline, and our business and operating results would be adversely affected.

of our control. If we are not able to generate repeat purchases from end users, our revenues may grow more slowly than expected or may decline, and our business and operating results would be adversely affected.

Our products are technologically complex and, when deployed, are critical to network operations. Our products rely on our proprietary embedded software, and have in the past contained and may in the future contain undetected errors, bugs or security vulnerabilities, or suffer reliability or quality issues. Some defects in our products may only be discovered after a product has been installed and used by network operators. Any errors, bugs, defects, security vulnerabilities or quality or reliability issues discovered in our products after commercial release could result in increased warranty claims, damage to our reputation and brand, loss of market shares or loss of revenues, any of which could adversely affect our business, operating results and financial condition. In addition, our products operate in part in outdoor settings and must withstand environmental effects such as severe weather, lightning or other damage. Our products may also contain latent defects and errors from time to time related to embedded third-party components.

We have in the past and may in the future become subject to warranty claims that may require us to make significant expenditures to repair or replace defective products, or redesign our products to eliminate product vulnerabilities. We may in the future also be the subject of product liability claims. Such claims could require a significant amount of time and expense to resolve and defend against and could harm our reputation by calling into question the quality of our products. We also may incur costs and expenses relating to a recall of one or more of our products. The process of identifying recalled products that have been widely distributed may be lengthy and require significant resources and we may incur significant replacement costs, contract damage claims from network operators and harm to our reputation. Additionally, defects and errors may cause our products to be vulnerable to security attacks, cause them to fail to help secure networks or temporarily interrupt network traffic. Although we disclaim responsibility for certain warranty and product liability claims as well as product recalls or security problems, any substantial costs or payments made in connection with warranty and product liability claims, product recalls or security problems could cause our operating results to decline and harm our brand.27

We have in the past and may in the future become subject to warranty claims that may require us to make significant expenditures to repair or replace defective products or redesign our products to eliminate product vulnerabilities. We may in the future also be the subject of product liability claims. Such claims could require a significant amount of time and expense to resolve and defend against and could harm our reputation by calling into question the quality of our products. We also may incur costs and expenses relating to a recall of one or more of our products. The process of identifying recalled products that have been widely distributed may be lengthy and require significant resources and we may incur significant replacement costs, contract damage claims from network operators and harm to our reputation. Additionally, defects and errors may cause our products to be vulnerable to security attacks, cause them to fail to help secure networks or temporarily interrupt network traffic. Although we disclaim responsibility for certain warranty and product liability claims as well as product recalls or security problems, any substantial costs or payments made in connection with warranty and product liability claims, product recalls or security problems could cause our operating results to decline and harm our brand.

Our ability to sell our products is highly dependent on the quality of our support and services offerings, and our failure to offer high-quality support and services could have a material adverse effect on our business, operating results and financial condition.

End users of our products rely on our products for critical applications and, as such, high-quality support is critical for the successful marketing and sale of our products. If we or our channel partners do not provide adequate support in deploying our products or in resolving post-deployment issues quickly, our reputation may be harmed and our ability to sell our products could be materially and adversely affected. In addition, our business continues to evolve, as we offer select products only in conjunction with required support or services purchased in addition to product purchases. There can be no assurance that our ability to require purchase of support and services will be successful.

A portion of our revenues are generated by sales to government entities, which are subject to a number of challenges and risks.

We derive a portion of our revenues from contracts with government agencies and we believe the success and growth of our business will in part depend on our continued and increasing sales to U.S. and foreign, federal, state and local governmental end customers in the future. However, demand from government agencies is often unpredictable, and we may be unable to maintain or grow our revenues from this market. Sales to government agencies are subject to substantial risks, including but not limited to the following:

•

selling to government agencies can be highly competitive, expensive and time-consuming, often requiring significant upfront time and expense without any assurance that such efforts will generate a sale;

•

government entities may have statutory, contractual or other legal rights to terminate contracts with our channel partners or us for convenience or due to a default, and any such termination may adversely impact our future business, financial condition, results of operations and prospects;

•

U.S. or other government certification requirements applicable to our goods and services may be difficult to meet, require an additional administrative or compliance burden on us not found in our commercial contracts, and if we are unable to meet these certification requirements, our ability to sell into the government sector may be adversely impacted until we have attained required certifications;

•

government demand and payment for our services may be adversely impacted by public sector budgetary cycles and funding constraints;

•

selling to government entities may require us to comply with various regulations that are not applicable to sales to non-government entities, including regulations that may relate to pricing, classified material and other matters, other requirements relating to compliance with regulatory matters or requirements regarding the development and maintenance of programs such as small business subcontracting, or compliance with EEOC or environmental requirements. Complying with such regulations may also require us to put in place controls and procedures to monitor compliance with the applicable regulations that may be costly or not possible;

•

EEOC or environmental requirements. Complying with such regulations may also require us to put in place controls and procedures to monitor compliance with the applicable regulations that may be costly or not possible;

purchases by the U.S. and other governments may be subject to technological changes including changes in required standards that must be met, that are not required of non-governmental sales;

•

the U.S. government may require certain products that it purchases be manufactured in the United States and other relatively high-cost manufacturing locations under Buy American Act, Trade Agreements Act or other regulations, and we may not manufacture all products in locations that meet these requirements, which may preclude our ability to sell some products or services; and

•

governments may investigate and audit government contractors’ administrative and financial processes and compliance with laws and regulations applicable to government contractors, and any unfavorable audit could result in fines, civil or criminal liability, damage to our reputation and suspension or debarment from further government business.

The occurrence of any of the foregoing could cause governments and governmental agencies to delay or refrain from purchasing our products in the future which could materially and adversely affect our operating results.28

The occurrence of any of the foregoing could cause governments and governmental agencies to delay or refrain from purchasing our products in the future, which could materially and adversely affect our operating results.

We generate a significant amount of revenues from sales outside of the United States, and we are therefore subject to a number of risks associated with international sales and operations.

We have extensive international operations and generate a significant amount of ~~revenues~~revenue from sales to channel partners in Europe, the Middle East and Africa, Asia-Pacific and South America. For example, sales outside of the United States accounted for 5150% of ~~our~~ total revenues in ~~2021,~~2024 ~~55% in 2022,~~ and 4053% in ~~2023~~2025. We rely on our third-party logistics and warehousing provider, with distribution hubs currently in the United States, the Netherlands and Vietnam to fulfill the majority of our worldwide sales and to deliver our products to our customers. We have estimated the geographical distribution of our product revenues based on the ship-to destinations specified by our distributors when placing orders with us. Our ability to grow our business and our future success will depend on our ability to continue to expand our global operations and sales worldwide.

As a result of our international reach, we must hire and train experienced personnel to manage our international operations. If we experience difficulties in recruiting, training, managing and retaining an international staff, and specifically staff related to sales management and sales personnel, we may experience difficulties expanding our sales outside of the United States. If we are not able to maintain these relationships internationally or to recruit additional channel partners, our future international sales could be limited. Business practices in the international markets that we serve may differ from those in the United States and may require us in the future to include terms other than our standard terms in contracts.

Our international sales and operations are subject to a number of risks, including the following:

•

impact of inflation on local economies;

•

fluctuations in currency exchange rates, which could drive fluctuations in our operating expenses;

•

required local regulatory certifications in each jurisdiction, which may be delayed for political or other reasons other than product quality or performance;

•

requirements or preferences for domestically manufactured products, which could reduce demand for our products or adversely impact our ability to fulfill customer orders;

•

differing technical standards, existing or future regulatory and certification requirements and required product features and functionality;

•

management communication problems related to entering new markets with different languages, cultures and political systems;

•

difficulties in enforcing contracts and collecting accounts receivable, and longer payment cycles, especially in emerging markets;

•

heightened risks of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of, and irregularities in, financial statements;

•

difficulties and costs of staffing and managing foreign operations;

•

the uncertainty of protection of intellectual property rights in some countries;

•

potentially adverse tax consequences, including regulatory requirements regarding our ability to repatriate profits to the United Kingdom;

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requirements to comply with foreign privacy, information security, and data protection laws and regulations and the risks and costs of non-compliance;

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added legal compliance obligations and complexity;

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the increased cost of terminating employees in some countries;

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political and economic instability, war and terrorism; and

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the impact of the spread of any diseases globally that might impact our operations.

These and other factors could harm our ability to generate future international revenues. Expanding our existing international operations and entering into additional international markets will require significant management attention and financial commitments. Our failure to successfully manage our international operations and the associated risks effectively could limit our future growth or materially adversely affect our business, operating results and financial condition.

We are exposed to the credit risk of our channel partners, which could result in material losses.

We generate a substantial majority of our revenues through sales to our distributors. Distributors may not have the resources required to meet payment obligations, or may delay payments if their end customers are late making payments. Our exposure to credit risks of our channel partners and their end customers may increase if such entities are adversely affected by global or regional economic conditions. Given the broad geographic coverage of our distributor relationships, we have in the past and may in the future experience difficulties surrounding the collection of payments. Any significant delay or default in the collection of significant accounts receivable could result in the need for us to obtain working capital from other sources and could adversely impact our operating results and financial condition.

If we do not effectively deploy and train our direct sales force, we may be unable to increase sales.

Although we rely on channel partners to fulfill the substantial majority of our sales, our direct sales force plays a critical role driving our sales through direct engagement with network operators. Although we have recently experienced reductions in our workforce, including in our sales force, we have invested and will from time to time continue to invest in our sales organization. Our sales headcount has grown from 108 as of December 31, 2020 to 117 as of December 31, 2023, as we focus on growing our business, entering new markets and increasing our market share, and we expect to continue to incur significant expenses as we continue to invest in sales and marketing in order to achieve revenue growth. There is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training, retaining and integrating sufficient numbers of sales personnel to support our growth, particularly in international markets. New hires require significant training and may take significant time before they achieve full productivity. Our recent hires may not become productive as quickly as we expect, and we may be unable to hire and retain sufficient numbers of qualified individuals needed to increase our sales. If we are unable to hire and train a sufficient number of effective sales personnel, or the sales personnel we hire do not achieve expected levels of productivity, our business, operating results and financial condition could be materially adversely affected.

Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense. As a result, our sales and revenues are difficult to predict and may vary substantially from period to period.

Our sales efforts involve educating channel partners and network operators about the technical capabilities, applications and benefits of our products. Network operators typically require long sales cycles to select a product supplier and place sales orders. The sale process usually begins with an evaluation, followed by one or more network trials, followed by vendor selection and finally installation, testing and deployment. Network operator purchasing activity depends upon the stage of completion of expanding network infrastructures and the availability of funding, among other factors. We spend substantial time and resources on our sales efforts without any assurance that our efforts will produce any sales. In addition, purchases of our products are frequently subject to budget constraints, multiple approvals, ~~and~~ unplanned administrative processing and other delays. Moreover, the evolving nature of the market may lead prospective network operators to postpone their purchasing decisions pending resolution of network standards or adoption of technology by others. Network operators may also postpone a purchase decision pending the release of new or enhanced products by us or others. As a result, it is difficult to predict whether a sale will be completed, the particular period in which a sale will be completed or the period in which revenues from a sale will be recognized, resulting in lumpy sales from period to period. Our operating results may therefore vary significantly from quarter to quarter.

The loss of key personnel or an inability to attract, retain and motivate qualified personnel may impair our ability to expand our business.

Our success is substantially dependent upon the continued service and performance of our senior management team and key product development, technical, marketing and production personnel. Our employees, including our senior management team, are generally at-will employees, and therefore may terminate employment with us at any time with no advance notice. The replacement of any members of our senior management team or other key personnel likely would involve significant time and costs and may significantly delay or prevent the achievement of our business objectives. As a result of our current financial status, we are experiencing increased employee turnover, including involuntary turnover in our efforts to reduce operating expenses.

our senior management team or other key personnel likely would involve significant time and costs and may significantly delay or prevent the achievement of our business objectives.

Our future success also depends, in part, on our ability to continue to attract and retain highly skilled personnel. Competition for highly skilled personnel is frequently intense, particularly for highly skilled research and development personnel. Any failure to successfully attract or retain qualified personnel to fulfill our current or future needs may negatively impact our growth.

We may acquire other businesses or divest assets, which could require significant management attention, disrupt our business, dilute shareholder value and adversely affect our operating results.

To execute on our business strategy, we may acquire or make investments in complementary companies, products or technologies. Our integration of acquired businesses may not be successful and we may not achieve the benefits of the acquisition. We may not be able to find suitable acquisition candidates, and we may not be able to complete such acquisitions on favorable terms, if at all. If we do complete additional acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, and any acquisitions we complete could be viewed negatively by our channel partners, investors and financial analysts. In addition, if we are unsuccessful at integrating such acquisitions, or the technologies associated with such acquisitions, into our company, the revenues and operating results of the combined company could be adversely affected. Any integration process may require significant time and resources, and we may be unable to manage the process successfully. We may not successfully evaluate or utilize the acquired technology or personnel, or accurately forecast the financial impact of an acquisition transaction, including unexpected liability or accounting charges. We may pay cash, incur debt or issue equity securities to pay for any future acquisition, each of which could adversely affect our financial condition or the value of our shares. The sale of equity or issuance of debt to finance any such acquisitions could result in dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations.

results of the combined company could be adversely affected. Any integration process may require significant time and resources, and we may be unable to manage the process successfully. We may not successfully evaluate or utilize the acquired technology or personnel or accurately forecast the financial impact of an acquisition transaction, including unexpected liability or accounting charges. We may pay cash, incur debt or issue equity securities to pay for any future acquisition, each of which could adversely affect our financial condition or the value of our shares. The sale of equity or issuance of debt to finance any such acquisitions could result in dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations.

In addition, we may divest assets in order to raise financing, provide additional working capital or satisfy obligations to our secured lender, which could require significant management attention, disrupt our business, dilute shareholder value and adversely impact our operating results.

We face risks related to actual or threatened health epidemics and other outbreaks, which could significantly disrupt our manufacturing, sales and other operations.

We face a wide variety of risks related to public health crises, epidemics, pandemics or similar events, which can create significant volatility, uncertainty and economic disruption. The restrictions imposed by steps taken to address public health crises may disrupt economic activity, which may result in reduced commercial and consumer confidence and spending, increased unemployment, closure or restricted operating conditions for businesses, volatility in the global capital markets, instability in the credit and financial markets, labor shortages, regulatory relief for impacted consumers and disruption in supply chains. If a new health epidemic or outbreak were to occur, we could experience broad and varied impacts, including adverse impacts to our workforce or supply chain, inflationary pressures and increased costs, schedule or production delays, market volatility and other financial impacts. If any of these were to occur, our future results and performance could be adversely impacted. If our supply chain operations are affected or are curtailed by the outbreak of diseases, our supply chain, manufacturing and product shipments will be delayed, which could adversely affect our business, operations and customer relationships. We may need to seek alternate sources of supply which may be more expensive, unavailable or may result in delays in shipments to us from our supply chain and subsequently to our customers. Further, if our distributors’ or end user customers’ businesses are similarly affected, they might delay or reduce purchases from us, which could adversely affect our results of operations.

There can be no assurance that any global pandemic or other health crisis will not have a material and adverse effect on our business, financial results and financial condition.

Risks related to our industry

Our products are subject to governmental regulations in a variety of jurisdictions. To achieve and maintain market acceptance, our products must comply with these regulations as well as a significant number of industry standards. In the United States, our products must comply with various regulations defined by the Federal Communications Commission, or ("FCC"), Underwriters Laboratories and others. We must also comply with similar international regulations, particularly those issued by the European Telecommunications Standards Institute, or ("ETSI"), as such directives are or may be adopted as regulations by governments in member states. In addition, radio emissions, such as our products, are subject to health and safety regulation in the United States and in other countries in which we do business, including by the Center for Devices and Radiological Health of the Food and Drug Administration, the Occupational Safety and Health Administration and various state agencies. Member countries of the European Union have enacted similar standards concerning electrical safety and electromagnetic compatibility and emissions, and chemical substances and use standards. As these regulations and standards evolve, and if new regulations or standards are implemented, we could be required to modify our products or develop and support new versions of our products, and our compliance with these regulations and standards may become more burdensome. The failure of our products to comply, or delays in compliance, with the various existing and evolving industry regulations and standards could prevent or delay the introduction of our products, which could harm our business. Changes in standards could cause our products to be required to be redesigned in order to meet these changing standards. Foreign regulatory agencies may delay or fail to certify our products for political or other reasons other than product quality or performance. Network operator uncertainty regarding future policies may also affect demand for wireless broadband products, including our products. Our inability to alter our products to address these requirements and any regulatory changes may have a material adverse effect on our business, operating results and financial condition.

27In addition, changes in government regulations providing funding for capital investment in new industries, products or services, such as any government funding of products supporting wireline connectivity rather than wireless connectivity, could adversely impact products that are purchased by our customers and adversely impact our business, results of operations and financial condition. Further, government requirements around the world requiring or providing preference to, domestically produced goods may limit our

may become more burdensome. The failure of our products to comply, or delays in compliance, with the various existing and evolving industry regulations and standards could prevent or delay introduction of our products, which could harm our business. Changes in standards could cause our products to be required to be redesigned in order to meet these changing standards. Foreign regulatory agencies may delay or fail to certify our products for political or other reasons other than product quality or performance. Network operator uncertainty regarding future policies may also affect demand for wireless broadband products, including our products. Our inability to alter our products to address these requirements and any regulatory changes may have a material adverse effect on our business, operating results and financial condition.31

In addition, changes in government regulations providing funding for capital investment in new industries, products or services, such as any government funding of products supporting wireline connectivity rather than wireless connectivity, could adversely impact products that are purchased by our customers and adversely impact our business, results of operations and financial condition. Further, government requirements around the world requiring or providing preference to, domestically produced goods may limit our ability to sell our products to customers in such jurisdictions, impacting our ability to grow our sales in such jurisdictions, adversely impacting our revenues, operations and financial condition.

A substantial portion of our product portfolio relies on the availability of unlicensed RF spectrum and if such spectrum were to become unavailable through overuse or licensing, the performance of our products could suffer and our revenues from their sales could decrease.

A substantial portion of our product portfolio operates in unlicensed RF spectrum, which is used by a wide range of consumer devices and is becoming increasingly crowded. If such spectrum usage continues to increase through the proliferation of consumer electronics and products competitive with ours, the resultant higher levels of noise in the bands of operation our products use could decrease the effectiveness of our products, which could adversely affect our ability to sell our products. Our business could be further harmed if currently unlicensed RF spectrum becomes licensed in the United States or elsewhere. Network operators that use our products may be unable to obtain licenses for RF spectrum. Even if the unlicensed spectrum remains unlicensed, existing and new governmental regulations may require weus to make changes into our products. For example, to provide products for network operators who utilize unlicensed RF spectrum, we may be required to limit their ability to use our products in licensed or otherwise restricted RF spectrum. The operation of our products by network operators in the United States or elsewhere in a manner not in compliance with local law could result in fines, operational disruption, or harm to our reputation.

If we do not successfully anticipate technological shifts and develop products and product enhancements that meet these technological shifts in a timely manner, we may not be able to compete effectively and our results of operations, financial conditions and prospects may suffer.

We must continue to enhance our existing products and develop new technologies and products that address emerging technological trends, evolving industry standards and changing end-customer needs. The process of enhancing our existing products and developing new technology is complex and uncertain, and new offerings require significant upfront investment that may not result in material design improvements to existing products or result in marketable new products or costs savings or revenue for an extended period of time, if at all.

In addition, new technologies could render our existing products obsolete or less attractive to customers, and our business, financial condition, results of operations and prospects could be materially adversely affected if such technologies are widely adopted.

In the past several years, we have announced a number of new products and enhancements to our products and services. The success of our new products depends on several factors including, but not limited to, addressing spectrum requirements, developing Wi-Fi standards such as Wi-Fi 7, the development of product features that sufficiently meet end-user requirements, our ability to manage the risks associated with new product production ramp-up issues (and old product ramp-down cleanliness), component costs, availability of components, timely completion and introduction of these products, prompt solution of any defects or bugs in these products, our ability to support these products, differentiation of new products from those of our competitors and market acceptance of these products. If we are unable to successfully manage our product introductions or transitions, or if we fail to penetrate new markets, as a result of any of these or other factors, our business, financial condition, results of operations and prospects could be adversely affected. Should we move too early or too late on any of these technology evolutions, we would be materially adversely affected in the market.

We may not be able to successfully anticipate or adapt to changing technology or end-customer requirements on a timely basis, or at all. If we fail to keep up with technology changes or to convince our customers and potential customers of the value of our solutions even in light of new technologies, we may lose customers, decrease or delay market acceptance and sales of our present and future products and services and materially and adversely affect our business, financial condition, results of operations and prospects.

Our technology and products are subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. customs regulations, the economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls, and applicable U.K., EU and Netherlands export and import laws and regulations. Exports, re-exports and transfers of our products and technology must be made in compliance with these laws and regulations. U.S., U.K. and EU export control laws and economic sanctions include a prohibition on the shipment of certain products and technology to embargoed or sanctioned countries, governments and persons. We take precautions to prevent our products and technology from being shipped to, downloaded by or otherwise transferred to applicable sanctions targets, but our products could be shipped to those targets by our channel partners despite such precautions. If our products are shipped to or downloaded by sanctioned targets in the future in violation of applicable export laws, we could be subject to government investigations, penalties and reputational harm. Certain of our products incorporate encryption technology and may be exported, re-exported or transferred only with the required applicable export license from the U.S., U.K., or the EU through an export license exception.32

Our technology and products are subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. customs regulations, the economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls, and applicable U.K., EU and Netherlands export and import laws and regulations as well as applicable regulations in jurisdictions from which we ship products. Exports, re-exports and transfers of our products and technology must be made in compliance with these laws and regulations. U.S., U.K. and EU export control laws and economic sanctions include a prohibition on the shipment of certain products and technology to embargoed or sanctioned countries, governments and persons. We take precautions to prevent our products and technology from being shipped to, downloaded by or otherwise transferred to applicable sanctions targets, but our products could be shipped to those targets by our channel partners despite such precautions. If our products are shipped to or downloaded by sanctioned targets in the future in violation of applicable export laws, we could be subject to government investigations, penalties and reputational harm. Certain of our products incorporate encryption technology and may be exported, re-exported or transferred only with the required applicable export license from the U.S., U.K., or the EU through an export license exception.

If we fail to comply with applicable export and import regulations, customs and trade regulations, and economic sanctions and other laws, we could be subject to substantial civil and criminal penalties, including fines and incarceration for responsible employees and managers, and the possible loss of export or import privileges as well as harm our reputation and indirectly have a material adverse effect on our business, operating results and financial condition. In addition, if our channel partners fail to comply with applicable export and import regulations, customs regulations, and economic and sanctions and other laws in connection with our products and technology, then we may also be adversely affected, through reputational harm and penalties. Obtaining the necessary export license for a particular sale may be time-consuming, may result in the delay or loss of sales opportunities and approval is not guaranteed.

Any change in export or import, customs or trade and economic sanctions laws, and regulations, shift in the enforcement or scope of existing laws and regulations, or change in the countries, governments, persons or technologies targeted by such laws and regulations, could also result in decreased use of our products, or in our decreased ability to export or sell our products to existing or potential network operators with international operations. Any decreased use of our products or limitation on our ability to export or sell our products could affect our business, financial condition and results of operations.

We do business in countries with a history of corruption and transact business with foreign governments, which increases the risks associated with our international activities.

We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, ~~or the~~ ("FCPA"), the U.K. Bribery Act of 2010, and many other laws around the world that prohibit improper payments or offers or authorization of payments to governments and their employees, officials, and agents and political parties for the purpose of obtaining or retaining business, inducing an individual to not act in good faith, direct business to any person, or secure any advantage. We have operations, deal with and make sales to governmental entities in countries known to experience corruption, particularly certain emerging countries in Asia, Eastern Europe, the Middle East and South America. Our activities in these countries create the risk of illegal or unauthorized payments or offers of payments or other things of value by our employees, consultants or channel partners that could be in violation of applicable anti-corruption laws, including the FCPA. In many foreign countries where we operate, particularly in countries with developing economies, it may be a local custom for businesses to engage in practices that are prohibited by the FCPA or other similar laws and regulations. Although we have taken actions to discourage and prevent illegal practices including our anti-corruption compliance policies, procedures, training and monitoring, the actions taken to safeguard against illegal practices, and any future improvements in our anti-corruption compliance practices, may not be effective, and our employees, consultants or channel partners may engage in illegal conduct for which we might be held responsible. Violations of anti-corruption laws may result in severe criminal or civil sanctions, including suspension or debarment from government contracting, and we may be subject to other liabilities and significant costs for investigations, litigation and fees, diversion of resources, negative press coverage, or reputational harm, all of which could negatively affect our business, operating results and financial condition. In addition, the failure to create and maintain accurate books and records or the failure to maintain an adequate system of internal accounting controls may subject us to sanctions.

If we fail to comply with environmental requirements, our business, financial condition, operating results and reputation could be adversely affected.

We are subject to various environmental laws and regulations including laws governing the hazardous material content of our products and laws relating to the recycling of electrical and electronic equipment as well as packaging and recycling requirements. The laws and regulations to which we are subject include the European Union’s Restriction of Hazardous Substances Directive, or ("RoHS"), and Waste Electrical and Electronic Equipment Directive, or ("WEEE"), as implemented by EU member states. Similar laws and regulations exist or are pending in other regions, including in the United States, and we are, or may in the future be, subject to these laws and regulations.

RoHS restricts the use of certain hazardous materials, including lead, mercury and cadmium, in the manufacture of certain electrical and electronic products, including some of our products. We have incurred, and expect to incur in the future, costs to comply with these laws, including research and development costs, and costs associated with assuring the supply of compliant components. Certain of our products are eligible for an exemption for lead used in network infrastructure equipment. If this exemption is revoked, or if there are other changes to RoHS (or its interpretation) or if similar laws are passed in other jurisdictions, we may be required to reengineer our products to use components compatible with these regulations. This reengineering and component substitution could result in additional costs to us or disrupt our operations or logistics.

with these laws, including research and development costs, and costs associated with assuring the supply of compliant components. Certain of our products are eligible for an exemption for lead used in network infrastructure equipment. If this exemption is revoked, or if there are other changes to RoHS (or its interpretation) or if similar laws are passed in other jurisdictions, we may be required to reengineer our products to use components compatible with these regulations. This reengineering and component substitution could result in additional costs to us or disrupt our operations or logistics.

WEEE requires producers of electrical and electronic equipment to be responsible for the collection, reuse, recycling and treatment of their products. Currently, our distributors generally take responsibility for this requirement, as they are often the importer of record. However, changes to WEEE and existing or future laws similar to WEEE may require us to incur additional costs in the future.

If we are unable to comply with these or similar laws or regulations, we could incur fines, penalties, restrictions on our ability to manufacture our products or restrictions or limitations on our ability to import or export our products to or from various jurisdictions.

Any failure to comply with current and future environmental laws could result in the incurrence of fines or penalties and could adversely affect the demand for or sales of our products.

Personal privacy, data protection, information security and telecommunications-related laws and regulations have been widely adopted in the United States, Europe and in other jurisdictions where we ~~offer~~sell our products. The regulatory frameworks for these matters, including privacy, data protection and information security matters, is rapidly evolving and is likely to remain uncertain for the foreseeable future. We expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection, information security and telecommunications services in the United States, the European Union and other jurisdictions in which we operate or may operate, and it is not known what impact such future laws, regulations and standards may have on our business.

We also expect that existing laws, regulations and standards may be interpreted in new manners in the future. Future laws, regulations, standards and other obligations, and changes in the interpretation of existing laws, regulations, standards and other obligations could require us to modify our products, restrict our business operations, increase our costs and impair our ability to maintain and grow our channel partner base and increase our revenues. The cost of compliance with, and other burdens imposed by new privacy laws may limit the use and adoption of our products and services and could have an adverse impact on our business, results of operations and financial condition.

obligations could require us to modify our products, restrict our business operations, increase our costs and impair our ability to maintain and grow our channel partner base and increase our revenues. The cost of compliance with, and other burdens imposed by new privacy laws may limit the use and adoption of our products and services and could have an adverse impact on our business, results of operations and financial condition.

Although we work to comply with applicable privacy and data security laws and regulations, industry standards, contractual obligations and other legal obligations, those laws, regulations, standards and obligations are evolving and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another. As such, we cannot assure ongoing compliance with all such laws, regulations, standards and obligations. Any failure or perceived failure by us to comply with applicable laws, regulations, standards or obligations, or any actual or suspected security incident, whether or not resulting in unauthorized access to, or acquisition, release or transfer of personally identifiable information or other data, may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity, and could cause channel partners to lose trust in us, which could have an adverse effect on our reputation and business.

Our actual or perceived failure to comply with applicable data protection laws or adequately protect personal data could result in claims of liability against us, damage our reputation or otherwise materially harm ofour business.

Global privacy and data protection-related laws and regulations are evolving, extensive, and complex. Compliance with these laws and regulations can be difficult and costly. In addition, evolving legal requirements restricting or governing the collection, use, processing, or cross-border transmission of personal data, including cloud-based services, could materially affect our customers’ ability to use, and our ability to sell, our products and services. The interpretation and application of these laws and regulations in some instances is uncertain, and our legal and regulatory obligations are subject to frequent changes. For example, the EU General Data Protection Regulation ("EU GDPR"), and the similar UK implementation of the EU GDPR by virtue of section 3 of the European Union’s (~~“EU”~~Withdrawal) ~~General~~Act 2018 (which sits alongside the UK Data Protection ~~Regulation~~Act ~~and~~2018, as amended by the ~~equivalent~~U.K> UKData ~~legislation~~(Use and Access) Act 2025) (“known as the "UK GDPR”, and together with the "EU GDPR", the "GDPR") applies to the extent that our personal data processing activities: (i) are conducted by or on behalf of an 'establishment' in the EU or UK; or (ii) related to products or services offered to individuals in the EU or UK or the monitoring of their behavior while in the EU or UK. The GDPR imposes a range of compliance obligations on controllers regarding the processing of personal data, including among others: (i) accountability and transparency requirements, which require controllers to demonstrate and record compliance with the GDPR and to provide ~~more~~ detailed information to data subjects regarding processing; (ii) enhanced requirements for obtaining valid consent where consent is ~~required~~the lawful basis for processing; (iii) obligations to consider data protection as any new products or services are developed and to limit the amount of personal data processed; (iv) obligations to comply with data protection rights of data subjects including without limitation a right of access to and rectification of personal data, a right to obtain restriction of processing or to object to processing of personal data and a right to ask for a copy of personal data to be provided to a third party in a usable format and erasing personal data in certain circumstances; (v) obligations to implement appropriate technical and organizational security measures to safeguard personal data; and (vi) obligations to report certain personal data breaches to the relevant supervisory authority without undue delay (and no later than 72 hours where feasible) and/or concerned individuals. In the event of non-compliance, the EU GDPR provides for robust regulatory enforcement and fines. In addition, the GDPR confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies and obtain compensation for damages resulting from violations of the GDPR.

Additionally, in the United States, we are subject to the California Consumer Privacy Act, as amended ("CCPA") and other laws, regulations and obligations that relate to the handling of personal data. The CCPA includes extensive requirements for businesses that are subject to the law, including to provide certain privacy notices to California residents and to honor residents' rights related to their personal data (e.g., to access, delete and opt out of "sales" and "sharing" of personal data, as those terms are defined under the CCPA, subject to certain exceptions. The CCPA provides for civil penalties for violations, as well as private right of action for certain data breaches. 34

data and a right to ask for a copy of personal data to be provided to a third party in a usable format and erasing personal data in certain circumstances; (v) obligations to implement appropriate technical and organizational security measures to safeguard personal data; and (vi) obligations to report certain personal data breaches to the relevant supervisory authority without undue delay (and no later than 72 hours where feasible) and/or to concerned individuals without undue delay. In the event of non-compliance, the EU GDPR provides for robust regulatory enforcement and fines. In addition, the GDPR confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies and obtain compensation for damages resulting from violations of the GDPR.

Additionally, in the United States, we are subject to the California Consumer Privacy Act, as amended ("CCPA") and other laws, regulations and obligations that relate to the handling of personal data. The CCPA includes extensive requirements for businesses that are subject to the law, including to provide certain privacy notices to California residents and to honor residents' rights related to their personal data (e.g., to access, delete and opt out of "sales" and "sharing" of personal data, as those terms are defined under the CCPA, subject to certain exceptions). The CCPA provides for civil penalties for violations, as well as private right of action for certain data breaches.

The interpretation and application of the laws to which we are or may become subject may be uncertain and the laws may be interpreted and applied in a manner inconsistent with our current policies and practices. Our actual or perceived failure to comply with applicable laws and regulations or other obligations relating to personal data, or to protect personal data from unauthorized access, use, or other processing, could subject us to liability to our customers, data subjects, suppliers, service providers, business partners, employees, and others, give rise to legal and/or regulatory actions, could damage our reputation or could otherwise materially harm our business, any of which could have a material adverse effect on our business, operating results and financial condition.

Risks related to our intellectual property

Cyber-attacks, and other security incidents on our or our service providers' system may disrupt our operations, harm our operating results and financial condition, and damage our reputation or otherwise materially harm our business; and cyber-attacks or other security attacks in cloud-based services provided by or enabled by us, could result in claims of liability against us, damage our reputation or otherwise materially harm our business.

In the ordinary course of our business, we collect, store and otherwise process information, including intellectual property and customer and other business information (which also may include personal data). The secure storage, maintenance, and transmission of and access to this information is critical to our operations, business strategy, and reputation. Cyber-attacks are increasing in their frequency, sophistication and intensity and have become more difficult to detect. Cyber-attacks could include the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering and other means to affect service reliability and threaten the confidentiality, integrity and availability of our and our service providers' systems and the information on those systems. Cyber-attacks also could include phishing attempts or e-mail fraud to cause unauthorized payments or information to be transmitted to an unintended recipient, or to permit unauthorized access to systems. We experience attempts to gain unauthorized access to our systems on a regular basis, and we anticipate continuing to be subject to such attempts. Despite our implementation of security measures, (i) our products and services, and (ii) the servers, data centers, and cloud-based solutions on which our and third-party data is stored, are vulnerable to cyber-attacks, and other security incidents, and disruptions from unauthorized access, tampering or other theft or misuse, including by employees, malicious actors or inadvertent error. Such events on our or our service providers' systems could in the future compromise or disrupt access to or the operation of our products, services, and networks or those of our service providers or customers, or result in the information stored on our systems or those of our service providers or customers being improperly accessed, processed, disclosed, lost or stolen. We have not to date experienced a material event related to a cybersecurity attack; however, the occurrence of any such event in the future could subject us to liability to our customers, suppliers, service providers, business partners and others, give rise to legal and/or regulatory action, could damage our reputation or otherwise materially harm our business, and could have a material adverse effect on our business, operating results, and financial condition. Efforts to limit the ability of malicious actors to disrupt our operations or undermine our own security efforts may be costly to implement and may not be successful. Breaches of security in our suppliers' networks, or in cloud-based services provided by or enabled by us, regardless of whether the breach is attributable to a vulnerability in our products or services, could result in claims of liability against us, damage our reputation or otherwise materially harm our business.

Vulnerabilities and critical security defects, prioritization decisions regarding remedying vulnerabilities or security defects, failure of third-party providers to remedy vulnerabilities or security defects, or customers not deploying security releases or deciding not to upgrade products, services or solutions could result in claims of liability against us, damage our reputation, or otherwise materially harm our business.

The products and services we sell to customers, and our cloud-based solutions, inevitably contain vulnerabilities or critical security defects which have not been remedied and cannot be disclosed without compromising security. We also make prioritization decisions in determining which vulnerabilities or security defects to fix and the timing of these fixes. Customers may also delay the deployment or implementation of fixes offered or made available by us. In addition, we rely on third-party providers of software and cloud-based services, and we cannot control the rate at which they remedy vulnerabilities. When customers do not deploy specific releases, or decide not to upgrade to the latest versions of our products, services or cloud-based solutions containing the release, they may be left vulnerable. Vulnerabilities and critical security defects, prioritization errors in remedying vulnerabilities or security defects, failure of third-party providers to remedy vulnerabilities or security defects, or customers not deploying specific releases or deciding not to upgrade products, services or solutions could result in claims of liability against us, damage our reputation or otherwise materially harm our business.

Issues related to the development and use of artificial intelligence (AI) could give rise to legal and/or regulatory action, damage our reputation or otherwise materially harm our business.

We are reviewing the use of AI technology in certain of our business operations, products or services and have released AI enhanced features in cnMaestro X and in our support organization. Our research and development of such technology remains ongoing. AI presents risks, challenges, and unintended consequences that could affect our and our customers’ adoption and use of this technology. AI algorithms and training methodologies may be flawed. Additionally, AI technologies are complex and rapidly evolving, and we face significant competition in the market and from other companies regarding such technologies. While we aim to develop and use AI responsibly and attempt to identify and mitigate ethical and legal issues presented by its use, we may be unsuccessful in identifying or resolving issues before they arise. AI-related issues, deficiencies and/or failures could (i) give rise to legal and/or regulatory action, including with respect to current and proposed legislation regulating AI in jurisdictions such as the European Union, United States and others, and as a result of new applications of existing data protection, privacy, intellectual property, and other laws; (ii) damage our reputation; or (iii) otherwise materially harm our business. We also face risks of competitive disadvantage if our competitors more effectively use AI to create new or enhanced products or services that we are unable to compete against. In addition, if we elect not to incorporate AI into our products and services offerings, we may be at a competitive disadvantage to those of our competitors who are able to effectively include AI in their products and services, which may cause our products to fail to compete effectively.

31If we are unable to protect our intellectual property rights, our competitive position could be harmed, or we may incur significant expenses to enforce our rights.

offerings, we may be at a competitive disadvantage to those of our competitors who are able to effectively include AI in their products and services, which may cause our products to fail to compete effectively.

If we are unable to protect our intellectual property rights, our competitive position could be harmed or we may incur significant expenses to enforce our rights.

We protect our proprietary information and technology through license agreements, nondisclosure agreements, noncompetition covenants, and other contractual provisions and agreements, as well as through patent, trademark, copyright and trade secret laws in the United States and similar laws in other countries. These protections may not be available in all jurisdictions and may be inadequate to prevent our competitors or other third-party manufacturers from copying, reverse engineering or otherwise obtaining and using our technology, proprietary rights or products. For example, the laws of certain countries in which our products are manufactured or licensed do not protect our proprietary rights to the same extent as the laws of the United States. In addition, third parties may seek to challenge, invalidate or circumvent our patents, trademarks, copyrights and trade secrets, or applications for any of the foregoing. We have focused patent, trademark, copyright and trade secret protection primarily in the United States and Europe, although we distribute our products globally. As a result, we may not have sufficient protection of our intellectual property in all countries where infringement may occur. There can be no assurance that our competitors will not independently develop technologies that are substantially equivalent or superior to our technology or design around our proprietary rights. In each case, our ability to compete could be significantly impaired. To prevent substantial unauthorized use of our intellectual property rights, it may be necessary to prosecute actions for infringement and/or misappropriation of our proprietary rights against third parties. Any such action could result in significant costs and diversion of our resources and management’s attention, and we may not be successful in such action.

Claims by others that we infringe their intellectual property rights could harm our business.

In addition, we have received correspondence from certain patent holding companies who assert that we infringe certain patents related to wireless communication technologies. A court adjudicating a claim that we infringe these patents may not rule in our favor should these patent holding companies file suit against us. As our business expands, we enter into new technologies, and the number of products and competitors in our market increases, we expect that infringement claims may increase in number and significance. It is not uncommon for suppliers of certain components of our products, such as chipsets, to be involved in intellectual property-related lawsuits by or against third parties. Our key component suppliers are often targets of such assertions, and we may become a target as well. Any claims or proceedings against us, whether meritorious or not, could be time-consuming, result in costly litigation, require significant amounts of management time or result in the diversion of significant operational resources, any of which could materially and adversely affect our business and operating results.

Intellectual property lawsuits are subject to inherent uncertainties due to the complexity of the technical issues involved, and we cannot be certain that we will be successful in defending ourselves against intellectual property claims. In addition, we currently have a limited portfolio of issued patents compared to our larger competitors, and therefore may not be able to effectively utilize our intellectual property portfolio to assert defenses or counterclaims in response to patent infringement claims or litigation brought against us by third parties. Patent holding companies may seek to monetize patents they previously developed, have purchased or otherwise obtained. Many companies, including our competitors, may now, and in the future, have significantly larger and more mature patent portfolios than we have, which they may use to assert claims of infringement, misappropriation and other violations of intellectual property rights against us. In addition, future litigation may involve non-practicing entities or other patent owners who have no relevant products or revenue and against whom our own patents may therefore provide little or no deterrence or protection, and many other potential litigants have the capability to dedicate substantially greater resources than we do to enforce their intellectual property rights and to defend claims that may be brought against them.36

of products and competitors in our market increases, we expect that infringement claims may increase in number and significance. It is not uncommon for suppliers of certain components of our products, such as chipsets, to be involved in intellectual property-related lawsuits by or against third parties. Our key component suppliers are often targets of such assertions, and we may become a target as well. Any claims or proceedings against us, whether meritorious or not, could be time-consuming, result in costly litigation, require significant amounts of management time or result in the diversion of significant operational resources, any of which could materially and adversely affect our business and operating results.

Intellectual property lawsuits are subject to inherent uncertainties due to the complexity of the technical issues involved, and we cannot be certain that we will be successful in defending ourselves against intellectual property claims. In addition, we currently have a limited portfolio of issued patents compared to our larger competitors and therefore may not be able to effectively utilize our intellectual property portfolio to assert defenses or counterclaims in response to patent infringement claims or litigation brought against us by third parties. Patent holding companies may seek to monetize patents they previously developed, have purchased or otherwise obtained. Many companies, including our competitors, may now, and in the future, have significantly larger and more mature patent portfolios than we have, which they may use to assert claims of infringement, misappropriation and other violations of intellectual property rights against us. In addition, future litigation may involve non-practicing entities or other patent owners who have no relevant products or revenue and against whom our own patents may therefore provide little or no deterrence or protection, and many other potential litigants have the capability to dedicate substantially greater resources than we do to enforce their intellectual property rights and to defend claims that may be brought against them.

A successful claimant could secure a judgment that requires us to pay substantial damages or prevents us from distributing certain products, obtaining the services of certain employees or independent contractors, or performing certain services. In addition, we might be required to seek a license for the use of such intellectual property, which may not be available on commercially acceptable terms or at all. Alternatively, we may be required to develop non-infringing technology, which could require significant effort and expense and may ultimately not be successful. Any claims or proceedings against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time, result in the diversion of significant operational resources, or require us to enter into royalty or licensing agreements.

Although we may be able to seek indemnification from our component suppliers and certain of our third-party manufacturers who have provided us with design and build services, these third-party manufacturers or component suppliers may contest their obligations to indemnify us, or their available assets or indemnity obligation may not be sufficient to cover our losses.

If our third-party manufacturers do not respect our intellectual property and trade secrets and produce competitive products using our design, our business would be harmed.

We outsource manufacture, and in some cases hardware or software design, to third-party manufacturers predominantly in ~~Mexico~~Thailand, Vietnam, ~~Israel~~Philippines and Taiwan, among other locations,. We have previously worked with third-party manufacturers in China, and periodically evaluate manufacturers in other locations. Prosecution of intellectual property infringement and trade secret theft is more difficult in some of these jurisdictions than in the United States. Although our agreements with our third-party manufacturers generally preclude them from misusing our intellectual property and trade secrets, or using our designs to manufacture product for our competitors, we may be unsuccessful in monitoring and enforcing our intellectual property rights and may find counterfeit goods in the market being sold as our products or products similar to ours produced for our competitors using our intellectual property. Although we take steps to stop counterfeits, we may not be successful and network operators who purchase these counterfeit goods may experience product defects or failures, ~~harming~~resulting in harm to our reputation and brand and causing us to lose future sales.

Our operating results may be adversely affected and damage to our reputation may occur due to production and sale of counterfeit versions of our products.

Our products could be subject to efforts by third parties to produce counterfeit versions of our products. If we become the target of the manufacture of counterfeit goods, are unable to block their sale, are unable to detect counterfeit products in customer networks, or are unable to succeed in prosecuting counterfeiters and their distributors, such counterfeit sales, to the extent they replace otherwise legitimate sales, could adversely affect our operating results.

We incorporate open source software into our products. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the software code. Some open source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the open source software and that we license such modifications or derivative works under the terms of a particular open source license or other license granting third parties certain rights of further use. If we combine our proprietary firmware or other software with open source software in a certain manner, we could, under certain of the open source licenses, be required to release our proprietary source code publicly or license such source code on unfavorable terms or at no cost. Open source license terms relating to the disclosure of source code in modifications or derivative works to the open source software are often ambiguous and few if any courts in jurisdictions applicable to us have interpreted such terms. As a result, many of the risks associated with usage of open source software cannot be eliminated, and could, if not properly addressed, negatively affect our business.

we could, under certain of the open source licenses, be required to release our proprietary source code publicly or license such source code on unfavorable terms or at no cost. Open source license terms relating to the disclosure of source code in modifications or derivative works to the open source software are often ambiguous and few if any courts in jurisdictions applicable to us have interpreted such terms. As a result, many of the risks associated with usage of open source software cannot be eliminated, and could, if not properly addressed, negatively affect our business.

If we were found to have inappropriately used open source software, we may be required to release our proprietary source code, re-engineer our firmware or other software, discontinue the sale of our products in the event re-engineering cannot be accomplished on a timely basis or take other remedial action that may divert resources away from our development efforts, any of which could adversely increase our expenses and delay our ability to release our products for sale. We could also be subject to similar conditions or restrictions should there be any changes in the licensing terms of the open source software incorporated into our products.

We rely on the availability of third-party licenses, the loss of which could materially harm our ability to sell our products.

We rely on certain software or other intellectual property licensed from third parties. It may be necessary in the future to seek new licenses or renew existing licenses. There can be no assurance that the necessary licenses would be available on acceptable terms, if at all. If we are unable to maintain these licenses, or obtain licenses to alternative third-party intellectual property, on acceptable terms, we may be precluded from selling our products, may be required to re-design our products to eliminate reliance on such third-party intellectual property or otherwise experience disruption in operating our business. Third parties owning such intellectual property may engage in litigation against us seeking protection of their intellectual property rights, any of which could have a material adverse effect on our business, operating results, and financial condition.

Our ~~obligations~~obligation to indemnify our channel partners or end users against intellectual property infringement claims could cause us to incur substantial costs.

We have agreed, and expect to continue to agree, to indemnify our channel partners and network operators for certain intellectual property infringement claims. If intellectual property infringement claims are made against our channel partners or network operators concerning our products, we could be required to indemnify them for losses resulting from such claims or to refund amounts they have paid to us. The maximum potential amount of future payments we could be required to make may be substantial or unlimited and could materially harm our business. We may in the future agree to defend and indemnify our distributors, network operators and other parties, even if we do not believe that we have an obligation to indemnify them or that our services and products infringe the asserted intellectual property rights. Alternatively, we may reject certain of these indemnity demands, which may lead to disputes with a distributor, network operator or other party and may negatively impact our relationships with the party demanding indemnification or result in litigation against us.

disputes with a distributor, network operator or other party and may negatively impact our relationships with the party demanding indemnification or result in litigation against us.

Financial and accounting risks

Our cash requirements may require us to seek additional debt or equity financing and we may not be able to obtain such financing on favorable terms, or at all.

Our cash from operations, together with available borrowings under our amended Credit Agreement, may not be sufficient for our future working capital, investments and cash requirements, in which case we would need to seek additional debt or equity financing or scale back our operations. In addition, we may need to seek additional financing to achieve and maintain compliance with specified financial ratios under our Credit Agreement, as amended. We may not be able to access additional capital resources due to a variety of reasons, including the restrictive covenants in our Credit Agreement and the lack of available capital due to global economic conditions. If our financing requirements are not met and we are unable to access additional financing on favorable terms, or at all, our business, financial condition and results of operations could be materially adversely affected.

Our credit facility contains certain restrictive covenants that either limit our ability to, or require a mandatory prepayment in the event we, among other things, create or assume certain liens; create, incur or assume additional indebtedness, subject to specified permitted debt; make or hold certain investments, subject to certain exceptions; enter into certain mergers, liquidations, consolidations and other fundamental changes, subject to specified exceptions; make certain sales and other disposition of property or assets, including sale and leaseback transactions, subject to certain conditions and exceptions; make certain payments of dividends, share repurchase and other distributions, subject to certain exceptions; and enter into certain transactions with affiliates. We, therefore, may not be able to engage in any of the foregoing transactions unless we obtain the consent of our lenders or prepay certain amounts under the credit facility. The credit facility also contains certain financial covenants and financial reporting requirements, amended in December 2023. We have in the past, and may in the future, fail to comply with all of the financial or restrictive covenants of our credit facility, requiring a waiver from our lenders. Our obligations under the credit facility are secured by substantially all of our assets. We may not be able to generate or sustain sufficient cash flow or sales to meet the financial covenants or pay the principal and interest under the credit facility, and we may in the future be unable to meet our financial covenants, requiring additional waivers that our lenders may be unwilling to grant. Furthermore, our future working capital, proceeds of borrowings or proceeds of equity financings could be required to be used to repay or refinance the amounts outstanding under the credit facility and, therefore, may be unavailable for other purposes. A breach of any of these covenants could result in a default under the credit facility. If the banks accelerate amounts owning under the credit facility because of a default by us, and we are unable to pay such amounts, the bank has the right to foreclose on substantially all of our assets. In the event of a liquidation, our lenders would be repaid all outstanding principal and interest prior to distribution of assets to unsecured creditors, and the holders of our shares would receive a portion of any liquidation proceeds only if all of our creditors, including our lenders, were first repaid in full.

If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of Nasdaq. The requirements of these rules and regulations has and will increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and place strain on our personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures over financial reporting. We are continuing to develop and refine our disclosure controls, internal control over financial reporting and other procedures, including controls related to revenue and expense recognition, regulatory compliance issues affecting our financial results, litigation and settlements and other matters, that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers.

Our current controls and any new controls we develop may become inadequate because of growth in our business. Further, weaknesses, including material weaknesses, in our internal controls have been discovered in the past and additional weaknesses may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal controls also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm

attestation reports regarding the effectiveness of our internal control over financial reporting that we will be required to include in our periodic reports we will file with the SEC under Section 404 of the Sarbanes-Oxley Act beginning with our Annual Report filed for the year ending December 31, 2024, once we cease to be an emerging growth company. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of our shares.

We have expended and anticipate we will continue to expend significant resources, and we expect to provide significant management oversight, to maintain and improve the effectiveness of our disclosure controls and procedures and internal controls over financial reporting. Any future failure to maintain the adequacy of our internal controls, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and could materially impair our ability to operate our business. If our internal controls are perceived as inadequate or we are unable to produce timely or accurate financial statements, investors may lose confidence in our operating results and our share price could decline. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results and could cause a decline in the price of our shares.

We have identified a material weakness in our internal controls over financial reporting, and our business may be adversely affected if we do not remediate this material weakness, or if we have other material weaknesses or significant deficiencies in our internal control over financial reporting in the future.

In connection with their evaluation of our disclosure controls and procedures, our chief executive officer and interim chief financial officer concluded that a material weakness exists in our internal control over financial reporting. We have identified two material weaknesses. We have a material weakness related to the design of our internal controls for the accounting of excess and obsolescence reserves and a material weakness related to the accounting interpretation and accounting for the deferred tax asset valuation allowance. Specifically, our processes, procedures and controls related to financial reporting were not effective to ensure there was comprehensive analysis, review of completeness, documentation and accounting review of relevant facts related to these material weaknesses. We have identified a number of measures to strengthen our internal control over financial reporting and address these material weaknesses that we identified and corrected prior to the issuance of the related financial statements. (See Item 9A. Controls and Procedures contained in this report). The existence of one or more material weaknesses or significant deficiencies could result in errors in our financial statements, and substantial costs and resources may be required to rectify any internal control deficiencies. If we cannot product reliable financial reports, investors could lose confidence in our reported financial information, we may be unable to obtain additional financing to operate and expand our business and our business and financial condition could be harmed.

Our indebtedness could expose us to interest rate risk to the extent of our variable rate debt.

Our amended Credit Agreement provides for interest to be calculated based on the secured overnight financing rate (SOFR). The Federal Reserve has increased interest rates in 2022 and 2023 and these increases may continue into 2024 or beyond. Increases in interest rates on which our amended Credit Agreement is based would increase interest rates on our debt, which could adversely impact our interest expense, results of operations and cash flows.

Our business depends on the overall demand for wireless network technology and on the economic health and general willingness of our current and prospective end-customers to make those capital commitments necessary to purchase our products. Weak domestic or global economic conditions and continuing economic uncertainty, fear or anticipation of such conditions, inflation, a recession, international trade disputes, political tensions, global pandemics, or a reduction in information technology and network infrastructure spending even if economic conditions improve, have from time to time contributed, and may continue to contribute, to slowdowns in the markets in which we compete, resulting in reduced demand for our products as a result of constraints in capital spending, longer sales cycles, increased price competition for our products including lower sales prices, risk of excess and obsolete inventories, risk of supply constraints, and higher overhead costs as a percentage of revenue and higher interest expense, which could adversely affect our business, financial condition, results of operations and prospects, higher default rates among our distributors, reduced unit sales and lower or no growth. If the conditions in the U.S. and global economies deteriorate, become uncertain or volatile, if inflationary pressures continue, our business, operating results and financial condition may be materially adversely affected. Economic weakness, end-customer financial difficulties, limited availability of credit and constrained capital spending have resulted, and may in the future result, in challenging and delayed sales cycles, slower adoption of new technologies and increased price competition, and could negatively impact our ability to forecast future periods, which could result in an inability to satisfy demand for our products and a loss of market share.

In particular, we cannot be assured of the level of spending on wireless network technology, the deterioration of which would have a material adverse effect on our results of operations and growth rates. The purchase of our products or willingness to replace existing infrastructure is discretionary and highly dependent on a perception of continued rapid growth in consumer usage of mobile devices and in many cases involves a significant commitment of capital and other resources. Therefore, weak economic conditions or a reduction in capital spending would likely adversely impact our business, operating results and financial condition. A reduction in spending on wireless network technology could occur or persist even if economic conditions improve.

In addition, if interest rates rise or foreign exchange rates weaken for our international customers, overall demand for our products and services could decline and related capital spending may be reduced. Furthermore, any increase in worldwide commodity prices may result in higher component prices for us and increased shipping costs, both of which may negatively impact our financial results. A downturn or a recession may also significantly affect financing markets, the availability of capital and the terms and conditions of any financing arrangements, including the overall cost of financing as well as the financial health or creditworthiness of our end customers. Circumstances may arise in which we need, or desire, to raise additional capital, and such capital may not be available on commercially reasonable terms, or at all. Higher interest rates and increased inflation may reduce the ability of our channel partners to stock inventory of our product, decreasing their ability to meet customer demand leading customers to source product from our competitors, as well as reduce capital spending by end users, all of which could adversely impact our revenue, results of operations and our business.

The global macroeconomic environment could be negatively affected by, among other things, epidemics, instability in global economic markets, increased U.S. trade tariffs and trade disputes between the U.S., China and other countries, inflationary pressures, higher interest rates, instability in the global credit markets, the impact and uncertainty regarding global central bank monetary policy, instability in the geopolitical environment, the Russia-Ukraine conflict, political tensions between Taiwan and China, tensions and war in the Middle East including Israel, and other countries in the Middle East and elsewhere, political demonstrations, and foreign governmental debt concerns which have caused, and are likely to continue to cause, uncertainty and instability in local economies and in global financial markets.

We are exposed to fluctuations in currency exchange rates, which could adversely affect our business, financial condition, results of operations and prospects.

Our sales contracts are primarily denominated in U.S. dollars, and therefore, substantially all of our revenue is not subject to foreign currency risk; however, as a result of the strengthening U.S. dollar, there has been an increase in the cost of our products to our end customers outside of the U.S., which could adversely affect our business, financial condition, results of operations and prospects. In addition, a decrease in the value of the U.S. dollar relative to foreign currencies could increase our product and operating costs in foreign locations. Further, a portion of our operating expenses is incurred outside the U.S., is denominated in foreign currencies and is subject to fluctuations due to changes in foreign currency exchange rates. If we are not able to successfully hedge against the risks associated with the currency fluctuations, our business, financial condition, results of operations and prospects could be adversely affected.

There is currently significant uncertainty about the future relationship between the United States, and various other countries, most significantly Russia and China, with respect to trade policies, treaties, tariffs and taxes. The U.S. government has and may continue to issue significant changes in U.S. trade policy and may take actions that could negatively impact U.S. trade, such as recent

tariffs on imports into the U.S. from China, including communications equipment products and components manufactured and imported from China, and embargoes on products from Russia or Belarus. In response, countries subject to increased tariffs by the U.S. could retaliate, such as with various trade related measures adopted by China including imposing tariffs on imports into China from the United States. Other governments may also adopt trade policies, treaties, tariffs or taxes that may adversely impact our products, or services, increasing our costs or adversely impacting our ability to trade within that country.

The U.S. government has also enacted controls restricting the ability to send certain products and technology related to semiconductors, semiconductor manufacturing, and supercomputing to China without an export license. These new controls also apply to certain hardware containing these specified integrated circuits. Other foreign governments may in turn impose similar or more restrictive controls. The U.S. government continue to add additional entities, in China and elsewhere, to restricted party lists impacting the ability of U.S. companies to provide items to these entities. These controls or any additional restrictions may impact our ability to export certain products to China, prohibit us from selling our products to certain of our customers or restrict our ability to use certain Integrated Circuits (ICs) in our products.

It also is possible that governments will retaliate in ways that could impact our business or that could adversely impact our ability to source products or components, such as semiconductors and other electronics. These restrictions, if adopted by a country from which we source components, could impact the cost of components or inputs used to produce our products.

The tariffs may also cause customers to delay orders as they evaluate where to take delivery of our products in connection with their efforts to mitigate their own tariff exposure. Such delays create forecasting difficulties for us and increase the risk that orders might be canceled or might never be placed. Current or future tariffs may also negatively impact our customers' sales, thereby causing an indirect negative impact on our own sales. Even in the absence of further tariffs, the related uncertainty and the market's fear of an escalating trade war might cause our distributors and customers to place fewer orders for our products, which could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations. Furthermore, we may be unable to effectively comply with trade actions that may be adopted, such as requirements in the Uyghur Forced Labor Prevention Act (UFLPA) adopted by the U.S. government. If we are unable to meet applicable global trade regulations, there is risk that our ability to import components and products may be adversely affected.

Given the relatively fluid regulatory environment globally and uncertainty how the U.S. government or foreign governments will act with respect to tariffs, international trade agreements and policies, a trade war, further governmental action related to tariffs or international trade policies, or additional tax or other regulatory changes in the future could directly and adversely impact our financial results and results of operations.

We may face exposure to unknown tax liabilities, which could adversely affect our financial condition, cash flows and results of operations.

We are subject to income and non-income -based taxes in the United States and in various non-U.S. jurisdictions. We file U.S. federal income tax returns as well as income tax returns in various U.S. state and local jurisdictions and many non-U.S. jurisdictions. The United States, United Kingdom, India, Mexico, and Brazil are the main taxing jurisdictions in which we operate. Significant judgment is required in dealing with uncertainties in the application of complex tax regulations when calculating our worldwide income tax liabilities and other tax liabilities. We are not aware of any uncertain tax positions as specified by Accounting Standards Codification 740, Income Taxes. We expect to continue to benefit from our implemented tax positions. We believe that our tax positions comply with applicable tax law and intend to vigorously defend our positions. However, as described below, tax authorities could take differing positions on certain issues.

We may be subject to income tax audits in all the jurisdictions in which we operate. The years open for audit vary depending on the tax jurisdiction. In the United States, we are no longer subject to U.S. federal income tax examinations by tax authorities for years before 2020. In the non-U.S. jurisdictions, the tax returns that are open vary by jurisdiction and are generally for tax years between 2019 through 2023. We routinely assess exposures to any potential issues arising from current or future audits of current and prior years’ tax returns. When assessing such potential exposures and where necessary, we provide a reserve to cover any expected loss. To 38

37We may be subject to income tax audits in all jurisdictions in which we operate. The years open for audit vary depending on the tax jurisdiction. In the United States, as of December 31, 2024, we are no longer subject to U.S. federal income tax examinations by tax authorities for years before 2022. In the non-U.S. jurisdictions, the tax returns that are open vary by jurisdiction and are generally for tax years between 2020 through 2025. We routinely assess exposures to any potential issues arising from current or future audits of current and prior years’ tax returns. When assessing such potential exposures and where necessary, we provide a reserve to cover any expected loss. To the extent that we establish a reserve, we increase our provision for income taxes. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We record an additional charge in our provision for taxes in the period in which we determine that tax liability is greater than the original estimate. If the governing tax authorities have a differing interpretation of the applicable law, a successful challenge of any of our tax positions could adversely affect our financial condition, cash flows and/or results of operations.

the extent that we establish a reserve, we increase our provision for income taxes. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We record an additional charge in our provision for taxes in the period in which we determine that tax liability is greater than the original estimate. If the governing tax authorities have a differing interpretation of the applicable law, a successful challenge of any of our tax positions could adversely affect our financial condition, cash flows and/or results of operations.

Risks related to ownership of our ordinary shares

Because Vector Capital holds a controlling interest in us, the influence of our public shareholders over significant corporate actions will be limited.

~~Affiliates of~~ Vector Capital and its affiliates directly or indirectly own approximately 5150.1% of our outstanding shares through their ownership of Vector Cambium Holdings (Cayman), L.P., or VCH, L.P. As a result of its controlling interest in us, Vector Capital has the power to:

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control all matters submitted to our shareholders;

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elect two of our directors; and

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exercise control over our business, policies and affairs.

Vector Capital is not prohibited from selling its interest in us to third parties, and has sold and will continue to periodically sell its interest in us under ~~the current effective shelf registration statements and~~ future registration statements that are filed by us. While Vector Capital continues to own a majority of our outstanding shares, our ability to engage in significant transactions, such as a merger, acquisition or liquidation, is limited without the consent of Vector Capital. Conflicts of interest could arise between us and Vector Capital, and any conflict of interest may be resolved in a manner that does not favor us. Vector Capital may continue to retain control of us for the foreseeable future and may decide not to enter into a transaction in which our shareholders would receive consideration for their shares that is much higher than the cost to them or the then-current market price of those shares. In addition, Vector Capital could elect to sell a controlling interest in us and shareholders may receive less than the then-current fair market value or the price paid for their shares. Any decision regarding their ownership of us that Vector Capital may make at some future time will be in their absolute discretion.

In addition, pursuant to the terms of our Amended and Restated Memorandum and Articles of Association, Vector Capital and its affiliates have the right to, and have no duty to abstain from, exercising its right to engage or invest in the same or similar business as us, and do business with any of our channel partners, distributors, network operators and any other party with which we do business. In the event that any of our directors or officers who is also a director, officer or employee of Vector Capital or its affiliates acquires knowledge of a corporate opportunity or is offered a corporate opportunity, then Vector Capital or its affiliates may pursue or acquire such corporate opportunity without presenting the corporate opportunity to us without liability, and to the maximum extent permitted by applicable law, such relevant director will be deemed to have fully satisfied their fiduciary duty if the knowledge of such corporate opportunity was not acquired solely in such person’s capacity as our director or officer and such person acted in good faith.

In addition, pursuant to our Amended and Restated Memorandum and Articles of Association, a director who is in any way interested in a contract or transaction with us will declare the nature of his interest at a meeting of the board of directors. A director may vote in respect of any such contract or transaction notwithstanding that he may be interested therein and if he does so his vote will be counted and he may be counted in the quorum at any meeting of the board of directors at which any such contract or transaction shall come before the meeting of the board of directors for consideration. We have adopted a written audit committee charter, pursuant to which the audit committee must review all related party transactions required to be disclosed in our financial statements and approve any such related party transaction, unless the transaction is approved by another independent committee of our board.

We are a controlled company within the meaning of Nasdaq rules and, asalthough aour ~~result,~~ordinary weshares ~~qualify~~are ~~for~~no ~~and~~longer ~~are~~listed ~~relying~~on Nasdaq, we continue to rely on exemptions from certain corporate governance requirements. In the event that we regain our listing on Nasdaq and become subject to the Nasdaq listing rules again, we may not be able to meet the additional requirements imposed by Nasdaq on non-controlled companies if we lose our controlled company status.

Vector Capital ~~controls~~and its affiliates control a majority of the voting power of our outstanding shares and as a result, we are a controlled company within the meaning of the corporate governance standards of the Nasdaq. ~~Under~~Although ~~Nasdaq~~our ~~rules,~~ordinary ashares ~~controlled~~are ~~company~~no ~~may elect not to comply with certain corporate governance requirements of the Nasdaq, including the requirements that:~~

longer listed on Nasdaq, under Nasdaq rules, a controlled company may elect not to comply with certain corporate governance requirements of the Nasdaq, including the requirements that:

•

a majority of the board of directors consist of independent directors;

•

the nominating and corporate governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

•

the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•

there be an annual performance evaluation of the nominating and corporate governance and compensation committees.

38We are utilizing these exemptions despite not currently being listed on Nasdaq. As our employee equity vests, the percentage ownership of Vector Capital in us decreases. If we regain our listing on Nasdaq and become subject to the Nasdaq listing rules again, and if Vector Capital's interest falls below a majority of our outstanding shares, we would need to have a majority of our board of directors comprised of independent directors, and in addition, although we have adopted charters for our audit and compensation committees, our compensation committee is not currently composed entirely of independent directors and would need to be reconstituted, although all members of our audit committee are independent. We may not be able to make these governance changes within the period required by Nasdaq. While we remain a controlled company, shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

WeThe ~~are~~price ~~utilizing these exemptions, other than the exemption relating to the independence~~ of ~~the board of directors, as~~ our ~~board~~shares ofhas ~~directors~~been ~~is now composed of a majority of independent directors. In addition, although we have adopted charters for our audit~~ and ~~compensation~~may ~~committees~~continue ~~and intend~~ to ~~conduct~~be ~~annual performance evaluations for these committees~~volatile, ~~our~~and ~~compensation committee is not composed entirely of independent directors, although all members of our audit committee are independent. Accordingly,~~ shareholders ~~may~~could ~~not~~lose ~~have the same protections afforded to shareholders of companies that are subject to~~ all ofor ~~the~~part ~~corporate governance requirements~~ of ~~Nasdaq~~their investment.

The price of our shares may be volatile, and shareholders could lose all or part of their investment.

The trading price of our shares may fluctuate substantially. The trading price of our shares will depend on a number of factors, including those described in this “Risk factors” section, many of which are beyond our control and may not be related to our operating performance. These fluctuations could cause shareholders to lose all or part of their investment in our shares since they might be unable to sell their shares at or above the price paid for them. Factors that could cause fluctuations in the trading price of our shares include the following:

•

the financial projections we may provide to the public, any changes in those projections or our failure to meet those projections;

•

actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;

•

sales of our shares by us or our shareholders or hedging activities by market participants;

•

failure of financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

•

operating performance or stock market valuations of other technology companies generally, or those in our industry in particular;

•

announced or completed acquisitions of businesses or technologies by us or our competitors;

•

general economic conditions and slow or negative growth of our markets;

•

rumors and market speculation involving us or other companies in our industry;

•

litigation involving us, our industry or both or investigations by regulators into our operations or those of our competitors;

•

developments or disputes concerning our intellectual property or other proprietary rights;

•

new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

•

changes in accounting standards, policies, guidelines, interpretations or principles;

•

any major change in our management; and

•

other events or factors, including those resulting from war, incidents of terrorism or responses to these events.

In addition, the stock market in general, and the market for technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of our shares, regardless of our actual operating performance. In the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, securities class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

Our memorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our shares.

Our Amended and Restated Memorandum and Articles of Association contain provisions to limit the ability of others to acquire control of our company through non-negotiated transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. For example, our board of directors has the authority to issue undesignated, or “blank-check,” preferred shares without shareholder approval. As a result, our board of directors could authorize and issue a series of preferred shares with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult, which may not be in the interests of holders of our ordinary shares. In addition, our board is staggered and divided into three classes, with each class subject to re-election once every three years on a rotating basis, special meeting of shareholders may only be called by a specified group of directors, executives or shareholders and shareholders must comply with advance notice provisions in order to bring business before or nominate directors for election at shareholder meetings. As a result, shareholders would be prevented from electing an entirely new board of directors at any annual meeting and the ability of shareholders to change the membership of a majority of our board of directors may be delayed.

shareholders would be prevented from electing an entirely new board of directors at any annual meeting and the ability of shareholders to change the membership of a majority of our board of directors may be delayed.

Because we are incorporated under Cayman Islands law, shareholders may face difficulties in protecting their interests, and the ability to protect rights through U.S. courts may be limited.

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our Amended and Restated Memorandum and Articles of Association, the Companies Act (as amended) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are governed by the common law of the Cayman Islands and we have adopted an exclusive forum by law that requires certain shareholder litigations regarding such matters to be brought in Cayman Islands Courts. These exclusive forum provisions do not apply to claims under U.S. federal securities laws. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our existing articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for shareholders to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

In addition, the Cayman Islands courts are also unlikely (1) to recognize or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws, or (2) to impose liabilities against us, in original actions brought in the Cayman Islands, based on certain civil liability provisions of U.S. securities laws that are penal in nature. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign judgment of a foreign court of competent jurisdiction without any re-examination of the merits at common law.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or large shareholders than they would as shareholders of a public company incorporated in the United States.

We have in the past and could in the future be subject to securities litigation, which is expensive and could divert management attention.

On May 22, 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 purported to assert claims under Section 10(b) of the Exchange Act, Exchange Act Rule 10b-5, and Section 20(a) of the Exchange Act, on behalf of persons and entities who acquired our ordinary shares between May 8, 2023, and January 18, 2024, or the Class Period. The complaint alleged 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 10b-5 promulgated thereunder) and 20(a) of the Exchange Act. While this complaint was dismissed in December 2024, future litigation of this type could result in substantial costs and diversion of

management’s attention and resources, which could have a material adverse effect on our business, financial condition, results of operations and prospects. Any adverse determination in litigation could also subject us to significant monetary liabilities.

Our directors may have conflicts of interest because of their ownership of equity interests of, and their employment with, our majority shareholders or its affiliates.

Two of our directors hold ownership interests in Vector Capital as well as ownership in and employment positions with its affiliates. Ownership interests in Vector Capital by our directors could create, or appear to create, potential conflicts of interest when our directors are faced with decisions that could have different implications for us and for Vector Capital or its affiliates. Conflicts of interest may not be resolved in our favor.

General risks

If we are unable to manage our growth and expand our operations successfully, our business and operating results will be harmed.

WeIn ~~have~~recent ~~expanded~~years, ~~our~~we ~~operations~~have ~~significantly~~substantially ~~since~~curtailed ~~inception~~our ~~and~~operations ~~anticipate that further significant geographic and market expansion will be required~~ to ~~achieve~~better ~~our~~align ~~business objectives. The growth and expansion of~~ our ~~geographic~~cost ~~sales,~~structure ~~expansion~~with of our ~~products~~revenues and ~~our~~operating ~~entry~~results. These ~~into~~actions ~~new~~may ~~industry~~reduce ~~verticals~~our ~~places~~ability ato ~~significant~~return ~~strain~~to onprofitable ~~our management~~growth, ~~operational~~ and ~~financial~~may ~~resources.~~result ~~Any~~in ~~such~~retention ~~future~~issues ~~growth would also add complexity to~~ and ~~require~~other ~~effective coordination throughout our organization~~disruption. To manage ~~any~~our ~~future~~operations ~~growth~~ effectively, we must ~~continue~~increasingly torely ~~improve~~on ~~and expand our~~ information technology, ~~and~~ financial infrastructure, our operating and administrative systems and controls, and our ability to manage headcount, capital and processes in an efficient manner. We may not be able to successfully implement improvements to these systems and processes in a timely or efficient manner, which could result in additional operating inefficiencies and could cause ~~our~~us ~~costs~~ to ~~increase~~experience ~~more~~higher costs than planned. If we ~~do increase our operating expenses in anticipation of the growth of our business and this growth does not meet our expectations, our operating results may be negatively impacted. If we~~ are unable to manage ~~future~~operations ~~expansion~~effectively, our ability to provide high quality products and services could be harmed, which could damage our reputation and brand and may have a material adverse effect on our business, operating results and financial condition.

Our business is subject to the risks of earthquakes, fire, floods and other catastrophic events, and to interruption by manmade problems such as network security breaches, computer viruses, terrorism and war.

We have substantial operations in Illinois, California, England and India, and our third-party manufacturers are currently predominantly located in ~~Mexico~~Vietnam, ~~Vietnam~~Thailand, Taiwan and ~~Israel~~the Philippines. Operations in some of these areas are susceptible to disruption due to severe weather, seismic activity, political unrest and other factors. For example, a significant natural disaster, such as an earthquake, a fire or a flood, occurring at the facilities of one of our third-party manufacturers could have a material adverse impact on their ability to manufacture and timely deliver our products. Despite the implementation of network security measures, we also may be vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering with our solutions. In addition, natural disasters, acts of terrorism or war could cause disruptions in the businesses of our suppliers, manufacturers, network operators or the economy as a whole. To the extent that any such disruptions result in delays or cancellations of orders or impede our ability to timely deliver our products, or the deployment of our products, our business, operating results and financial condition would be adversely affected.

Our reputation and/or business could be negatively impacted by ESG matters and/or our reporting of such matters.

There is an increasing focus from regulators, certain investors, and other stakeholders concerning environmental, social, and governance (ESG) matters, both in the United States and internationally. ESG-related initiatives, goals, and/or commitments such as those regarding environmental matters, diversity, responsible sourcing and social investments, and other matters, could be difficult to achieve and costly to implement. The achievement of any goals that we may announce may rely on the accuracy of our estimates and assumptions supporting those goals. We could fail to achieve, or be perceived to fail to achieve, ESG-related initiatives, goals or commitments that we might set, and the timing, scope or nature of these initiatives, goals, or commitments, or for any revisions to them may not be acceptable to the Securities Exchange Commission or other regulators or stakeholders, including our shareholders. Our actual or perceived failure to achieve any ESG-related initiatives, goals, or commitments that we make could negatively impact our reputation or otherwise materially harm our business.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity

Cybersecurity Risk Management and Strategy

Information about cybersecurity risks and our risk management processes is collected, analyzed and considered as part of our overall enterprise risk management program. Our cybersecurity program has been built around the National Institute of Standards and Technology (NIST) framework with flexibility to support our product development, deployment, operations, and monitoring. The NIST framework organizes cybersecurity risks into five categories: identify, protect, detect, respond and recover, with an emphasis on prevention, detection and mitigation. We have key Company policies that directly or indirectly relate to cybersecurity matters, including policies relating to antivirus protection, remote access, multifactor authentication, restricted access based upon business need and confidentiality of information, as well as procedures designed to reduce phishing, increase employee awareness of phishing attempts and other activities. The key elements of our efforts to identify, prevent, mitigate, and remediate cybersecurity risks and incidents through our cybersecurity risk management program include:

including policies relating to antivirus protection, remote access, multifactor authentication, restricted access based upon business need and confidentiality of information, as well as procedures designed to reduce phishing, increase employee awareness of phishing attempts and other activities. The key elements of our efforts to identify, prevent, mitigate, and remediate cybersecurity risks and incidents through our cybersecurity risk management program include:

•

We collect and analyze information about cybersecurity risks as part of our risk management program and monitor and discuss public alerts, threat levels, trends and remediation.

•

All employees receive periodic cybersecurity training and are exposed to phishing simulations designed to educate concerning the recognition of cybersecurity threats.

•

We use various security tools, including internal reporting, monitoring, and bug bounty programs, to identify vulnerabilities in our products.

•

Regular system updates and patching are done to protect our hardware and software against security vulnerabilities.

•

We conduct simulations, drills, and penetration testing to test our defenses and monitor threat levels, including the periodic performance of simulations and tabletop exercises to test our policies, incorporating external resources and advisors as needed.

•

We have controls and procedures in place for prompt escalation of cybersecurity incidents and regularly evaluate and update contingency planning, including plans in the event that a portion of our information resources were to be unavailable due to a cybersecurity incident.

•

We partner with third-party security consultants to review our incident response process and ensure our programs align with industry standards.

•

We assess the cybersecurity preparedness of key vendors, review any reports on system and organizations controls, before onboarding and monitor their vulnerabilities, including any publicly reported vulnerabilities. This process includes risk assessments, security questionnaires, review of vendor security programs, review of available security assessments, reports, and audits. Depending on the nature of the services provided, the sensitivity of the information systems and data at issue, and the type of provider, our vendor management process may involve different levels of assessment designed to help identify cybersecurity risks associated with a provider and impose contractual obligations related to cybersecurity on the provider.

•

We have a cybersecurity risk insurance policy.

Risk Assessment

While we have not experienced any prior cybersecurity incidents that have materially affected us, including our operations, business strategy, results of operations, or financial condition, we experience cyber-attacks and other attempts to gain unauthorized access to our systems on a regular basis, and we anticipate continuing to be subject to such attempts. Despite our implementation of security measures, (i) our products and services, and (ii) the servers, data centers, and cloud-based solutions on which our and third-party data is stored, are vulnerable to cyber-attacks, data breaches, malware, and disruptions from unauthorized access, tampering or other theft or misuse, including by employees, malicious actors or inadvertent error. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See “Risk Factors -Cyber-attacks, data breaches or malware may disrupt our operations, harm our operating results and financial condition, and damage our reputation or otherwise materially harm our business; and cyber-attacks or data breaches on our customers’ networks, or in cloud-based services provided by or enabled by us, could result in claims of liability against us, damage our reputation or otherwise materially harm our business” and“-Vulnerabilities and critical security defects, prioritization decisions regarding remedying vulnerabilities or security defects, failure of third-party providers to remedy vulnerabilities or security defects, or customers not deploying security releases or deciding not to upgrade products, services or solutions could result in claims of liability against us, damage our reputation, or otherwise materially harm our business.”

Cybersecurity Governance

Cybersecurity risk is part of management's risk oversight, although periodic reports are made to the board of directors of management's implementation and monitoring of our cybersecurity risks programs. Our board of directors addresses our cybersecurity risk management as part of its general oversight function, and the board of directors receives periodic reports from management on the results of our tabletop exercises designed to test our response to cybersecurity and other business interruption situations. Management will update the board, as necessary, regarding any significant cybersecurity incidents should they occur, following the controls and procedures laid out in our business continuity, disaster recovery, data breach and crisis management plans that are designed to ensure prompt escalation of certain cybersecurity incidents, so that decisions regarding public disclosure and reporting of such incidents can be made by management and the board of directors in a timely manner.

Our cybersecurity team is led by our Vice President, IT, who reports to our Senior Vice President, Operations. Our Vice President, IT, has an M.S. degree in computer science and 31 years of experience in the information technology industry. Our cybersecurity functions include representatives from information technology, information security, legal, impacted product teams or products and other departments as needed. This team reviews enterprise risk management-level and product-based cybersecurity risks. This team is responsible for assessing and managing our material risks from cybersecurity threats and our overall cybersecurity risk management program, and supervises both our internal cybersecurity personnel and any retained external cybersecurity consultants. 43

42Our cybersecurity team is led by our intellectual technology team, including personnel with substantial experience in protecting the security of our products. Our IT team and risk management reports to our SVP, Product Line Management, and is aided by members of our product development team who advise on any impacted products, legal as required to review notice and other requirements, and other departments as needed.

Item 2. Properties.

AsWe ofoccupy ~~December 31, 2023, we occupied~~ approximately 3837,000 square feet of office space in ~~Rolling~~Hoffman ~~Meadows~~Estates, Illinois under an operating lease agreement where we have corporate and executive functions, research and development, customer support, operations and administration and finance services. In addition to our headquarters in ~~Rolling~~Hoffman ~~Meadows~~Estates, we lease additional space in the United States, ~~including~~in San Jose, California ~~and Thousand Oaks, California~~. We also lease office and laboratory space in ~~various other international geographic locations, including~~ Ashburton, England and Bangalore, India~~. In addition~~, weas ~~lease~~well ~~sales~~as small office space in ~~Miami,~~various ~~Florida,~~locations ~~Italy~~globally, ~~Dubai~~including Mexico City, Mexico, Barcelona, Spain, South Africa and Singapore. We believe our facilities are adequate and suitable for our current needs and that should it be needed, suitable additional or alternative space will be available to accommodate our operations.

~~Our~~For ~~office~~additional ~~lease~~information ~~for~~regarding ~~our~~obligations ~~headquarters~~under inoperating ~~Rolling Meadows~~leases, ~~Illinois~~see ~~expires~~Note ~~on March 31, 2024~~15. WeLeases ~~signed a lease agreement~~ in ~~2023~~the ~~for~~Notes ~~approximately~~to ~~37,000~~the ~~square~~Consolidated ~~feet~~Financial ofStatements ~~office~~included ~~and laboratory space~~ in ~~Hoffman~~Part ~~Estates~~II, ~~Illinois~~Item ~~and~~8: ~~expect~~“Financial toStatements ~~move our corporate~~ and ~~executive~~Supplementary ~~headquarters~~Data” ~~and~~of ~~certain~~this ~~research~~Annual ~~and~~Report ~~development,~~on Form ~~customer support, operations and administration and finance activities to these new offices in the first half of 2024~~10-K.

For additional information regarding obligations under operating leases, see Note 14 - Leases in the Notes to the Consolidated Financial Statements included in Part II, Item 8: “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Item 3. Legal Proceedings.

Third parties may from time to time assert legal claims against us.

~~Our~~Other industry is characterized by vigorous protection and pursuit of intellectual property rights. A number of companies hold a large number of patents that may cover technology necessary to our products. We have in the past received and expect to continue to receive claims by third parties that we infringe their intellectual property rights. In addition, we may be involved, from time to time, in a variety of claims, lawsuits, investigations, and proceedings relating to contractual disputes, intellectual property rights, employment matters, regulatory compliance matters and other litigation matters relating to various claims that arise in the normal course of business. We determine whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. We assess our potential liability by analyzing specific litigation and regulatory matters using available information. We develop our views on estimated losses in consultation with inside and outside counsel, which involves a subjective analysis of potential results and outcomes, and following such assessment, record an amount where it is probable that we will incur a loss and where that loss can be reasonably estimated. However, our estimates may be incorrect and we could ultimately incur more or less than the amounts initially recorded. We are not currently aware of any pending or threatened litigation that would have a material adverse effect on our financial statements.

We have in the past and may again in the future be subject to securities class action lawsuits asserting claims under Section 10(b) of the Exchange Act, Exchange Act Rule 10b-5, and Section 20(a) of the Exchange Act, on behalf of persons and entities who acquired our ordinary shares during specified class periods and alleging that the Company and/or certain of its executive officers have made false and misleading statements and failed to disclose material adverse facts about our business, operation, and prospects in violation of Sections 10(b) (and Rule 10b-5 promulgated thereunder) and 20(a) of the Exchange Act.

Our industry is characterized by vigorous protection and pursuit of intellectual property rights. A number of companies hold a large number of patents that may cover technology necessary to our products. We have in the past received and expect to continue to receive claims from third parties that we infringe their intellectual property rights, particularly in the Wi-Fi space. In addition, we may be involved, from time to time, in a variety of claims, lawsuits, investigations, and proceedings relating to contractual disputes, intellectual property rights, employment matters, regulatory compliance matters and other litigation matters relating to various claims that arise in the normal course of business. We determine whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. We assess our potential liability by analyzing specific litigation and regulatory matters using available information. We develop our views on estimated losses in consultation with inside and outside counsel, which involves a subjective analysis of potential results and outcomes, and following such assessment, record an amount where it is probable that we will incur a loss and where that loss can be reasonably estimated. However, our estimates may be incorrect, and we could ultimately incur more or less than the amounts initially recorded. We are not currently aware of any pending or threatened litigation that would have a material adverse effect on our financial statements.

Item 4. Mine Safety Disclosures.

Not applicable.

4345

PART II

Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.

Market information

Our ordinary shares ~~have~~were ~~been~~ listed on the NASDAQ Global Market under the symbol “CMBM” ~~since~~from June 26, 2019 to March 26, 2026.

Our ordinary shares were delisted from Nasdaq on March 27, 2026 and are now traded on the OTC Expert Market tier under the symbol "CMBMF." As a result, public access to bid and ask prices and trading volume information became restricted, and most investors are not able to easily trade our ordinary shares during this period. Despite these developments, our ordinary shares remain tradable, with pricing information accessible to brokers and market makers. We are actively working to complete and file all required periodic reports to regain compliance with our Exchange Act reporting obligations. We have appealed the Nasdaq determination to delist our ordinary shares, and the appeal is unsuccessful, we intend to reapply for listing on Nasdaq as soon as we become current in our SEC filings. The last reported sale price of our ordinary shares on the OTC Expert Market on April 25, 2026 was [$0.13].

Deficiency notice disclosure

The Company failed to hold an annual general meeting of shareholders during 2025, as required by Nasdaq Listing Rule 5620(a), which requires all listed companies to hold an annual shareholder meeting within one year of the end of their fiscal year. We expect to hold an annual general meeting of shareholders during June 2026.

Holders of record

As of ~~December~~April 3125, ~~2023~~2026, there were ~~135~~[115] shareholders of record of our ordinary shares. Because many of our shares are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders. ~~The closing price of our ordinary shares on December 29, 2023 was $6.00 per share as reported on the NASDAQ Global Market.~~

Recent sale of unregistered securities

None.

Use of proceeds from Initial Public Offering of ordinary shares

Not applicable.

Dividend policy

We have not declared or paid dividends on our ordinary shares since our IPO. Neither Cayman Islands law nor our Amended and Restated Memorandum and Articles of Association requires our board of directors to declare dividends on our ordinary shares. Any future determination to declare cash dividends on our ordinary shares will be made at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant. We do not anticipate paying cash dividends on our ordinary shares for the foreseeable future.

Equity compensation plan information

Information regarding the securities authorized for issuance under our equity compensation plans ~~will~~for ~~be included in our Proxy Statement relating to our 2024 annual meeting of Shareholders to be filed with~~ the ~~SEC~~year ~~within~~ended ~~120~~December ~~days~~31, ~~after~~2025 ~~the~~is ~~end~~included ofin ~~our~~Part ~~fiscal~~III, ~~year~~Items ~~ended~~10 ~~December~~through ~~31,~~14 ~~2023~~included ~~and~~in isthis ~~incorporated~~Annual ~~herein~~Report byon ~~reference~~Form 10-K.

Issuer purchase of equity securities

None.

Performance graph

Notwithstanding any statement to the contrary in any of our filings with the SEC, the following information shall not be deemed “filed” with the SEC or “soliciting material” under the Securities Exchange Act of 1934 and shall not be incorporated by reference into any such filings irrespective of any general incorporation language contained in such filing.

The following graph compares the total cumulative shareholder return on our ordinary shares with the total cumulative return of the Russell 3000 Index and the NASDAQ Composite Index during the period commencing on June 26, 2019, the initial trading day of our ordinary shares, and ending on December 31, 2023. The graph assumes that $100 was invested at the beginning of the period in our ordinary shares and in each of the comparative indices, and the reinvestment of any dividends. Historical share price performance should not be relied upon as an indication of future share price performance.

	6/26/2019		6/28/2019		9/30/2019		12/31/2019		3/31/2020		6/30/2020		9/30/2020		12/30/2020		3/31/2021		6/30/2021		9/30/2021		12/31/2021		3/31/2022		6/30/2022		9/30/2022		12/30/2022		3/31/2023		6/30/2023		9/30/2023		12/31/2023
Cambium Networks Corporation		100.00		98.87		100.00		90.10		52.06		75.88		173.92		258.56		481.65		498.45		373.09		264.23		243.71		151.03		174.43		223.40		182.68		156.91		75.57		61.86
Russell 3000 (TR)		100.00		101.26		102.44		111.75		89.74		107.87		117.80		135.10		143.67		155.51		155.35		169.77		160.80		133.95		127.97		137.16		147.01		159.34		154.15		172.76
NASDAQ Composite (TR)		100.00		101.23		101.41		114.05		99.07		128.50		142.94		165.28		170.16		186.63		186.20		201.94		183.87		142.91		137.32		136.23		159.46		180.27		173.17		197.05

Item 6. Reserved.

4546

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of financial condition and results of operations was prepared to provide the reader with a view and perspective of our business through the eyes of management and should be read in conjunction with the consolidated financial statements and related notes thereto of Cambium Networks Corporation (“Cambium”, “we”, “our”, or “us”) included elsewhere in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ ~~materiality~~materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly those discussed under Part I, Item 1A. “Risk Factors.” Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

Cambium Networks is a global technology company that designs, develops, and manufactures fixed wireless and ~~fiber~~PON/XGSPON based broadband, Wi-Fi, and ~~enterprise~~local area networking ("LAN") switching infrastructure, and security gateway solutions for a wide range of applications, including broadband access, wireless backhaul, Internet of Things (IoT), public safety communications, and Wi-Fi access. Our products ~~are~~enable ~~used by businesses, governments, and~~ service providers ~~to build~~, ~~expand and upgrade broadband networks. Our product lines fall into three broad~~enterprises, ~~interrelated~~industrial ~~categories: Fixed Wireless & fiber Broadband (FWB)~~organizations, ~~Enterprise networking,~~ and ~~Subscription~~governments ~~and~~to ~~Services.~~deliver ~~The~~exceptional ~~FWB~~digital ~~portfolio~~experiences ~~spans point-to-point (PTP)~~ and ~~point-to-multi-point~~device ~~(PMP) architectures over multiple standards~~connectivity, ~~including~~with ~~IEEE~~compelling ~~802~~economics.11 ~~and~~Our ~~3GPP~~ONE ~~(Third~~network ~~Generation~~platform ~~Partnership~~simplifies ~~Program) and frequency bands, including licensed, unlicensed, and lightly licensed spectrum, and fiber products. In~~ the ~~third~~management ~~quarter~~ of ~~2023,~~Cambium weNetworks' ~~introduced~~wired and ~~had~~wireless ~~our~~technologies. ~~first~~Our ~~commercial~~product ~~shipments~~lines offall ainto ~~passive~~three ~~optical networking (PON) solution~~broad, ~~supporting~~interrelated ~~Gigabit~~categories: ~~PON~~Fixed ~~(GPON)~~Wireless and ~~XGS-PON~~fiber ~~(also~~Broadband ~~known as 10G-PON or G987~~("FWB")~~. The~~, Enterprise ~~portfolio includes Wi-Fi access points~~networking, and ~~other~~Subscription ~~networking~~and ~~devices~~Services.

The ~~Subscription~~FWB ~~and Services~~ portfolio ~~includes~~spans ~~network~~point-to-point ~~planning~~("PTP") and ~~design~~point-to-multi-point as("PMP") ~~well~~architectures asover ~~cloud~~multiple orstandards, ~~on-premises network management~~ and ~~control~~frequency ~~solutions. The latter capability~~bands, ~~delivered~~including ~~through subscription to cnMaestro™ X~~licensed, ~~forms the foundation of our ONE Network~~unlicensed, aand ~~cloud-based~~lightly ~~network~~licensed ~~management architecture that allows users to remotely configure~~spectrum, ~~monitor,~~ and ~~manage~~fiber ~~their wireless network~~products. ItDuring ~~provides a single~~2024, ~~centralized~~both ~~view~~our ofePMP ~~all~~4600 ~~network devices, including wired~~ and ~~wireless~~PMP ~~broadband~~450v ~~and~~platforms ~~Enterprise,~~received asFederal ~~well~~Communications asCommission ~~real-time~~("FCC") ~~performance~~approval ~~and usage data, and allows users~~ to ~~make~~operate ~~changes~~in to the ~~network~~recently ~~configuration~~released ~~and~~6 ~~settings.~~GHz ~~Advanced~~band ~~services offered~~ in conjunction with ~~this~~our ~~platform~~approved ~~include~~Automated ~~application~~Frequency ~~visibility~~Coordination ~~and control, which is used to optimize end-user experiences; integrated security gateway and software defined wide area network~~ (~~SD-WAN~~"AFC") ~~for small and medium businesses; and automated and intelligent network optimization~~service.

The Enterprise portfolio includes a complete range of indoor and outdoor Wi-Fi access points, indoor and hardened copper and optical-based Ethernet switches, and security gateway and software-defined wide area network ("SD-WAN") devices. During 2024, we introduced our first Wi-Fi 7 access point, the X7-35X, which was supplemented by the X7-53X and X7-55X in September 2025. These three Wi-Fi 7 access points will be complemented with a broad range of indoor and outdoor Wi-Fi 7 solutions as the industry transition to Wi-Fi 7 occurs.

The Subscription and Services portfolio includes network planning and design, and cloud or on-premises network management and control solutions. The latter capability, delivered through subscription to cnMaestro™ X, forms the foundation of our ONE Network, a cloud-based network management architecture that allows users to remotely configure, monitor, and manage their wired and wireless networks. It provides a single, centralized view of all Cambium Network devices, and real-time performance and usage data, allowing users to control and optimize network configuration and settings. Advanced services offered in conjunction with this platform include application visibility and control, which is used to optimize end-user experiences; and "Assurance" which allows network administrators the ability to rapidly troubleshoot network issues using AI-powered root cause analysis with proactive resolution, ensuring service level agreements are met and preventing client impact. The Network Service Edge ("NSE"), an integrated security gateway and SD-WAN service for small and medium businesses, may also be associated with a subscription for network security services.

Trends impacting our business

~~During~~Macroeconomic ~~2023,~~factors ~~although~~such weas ~~experienced~~higher aninterest ~~overall~~rates ~~improvement~~and ininflationary ~~the~~pressures, ~~supply~~which ~~constraints~~impact ~~that~~private ~~had~~sector ~~persisted~~capital ~~industry-wide~~investment, ~~for~~and ~~multiple~~concerns ~~periods~~about ~~prior~~a toglobal ~~2023,~~economic weslowdown ~~identified~~and angeopolitical ~~increase~~conditions inadded ~~channel~~to ~~inventories,~~the ~~particularly~~softened ofdemand for our ~~Enterprise~~ products, asand ~~channel~~services ~~partners~~that ~~had~~we ~~increased~~experienced ~~purchases~~over in2023 ~~prior~~and ~~periods~~2024 incoming ~~order~~out toof ~~meet~~ the ~~supply~~pandemic, ~~constraints.~~and Asincreased aour ~~result,~~cost weof ~~experienced~~revenues aand ~~reduction~~impacted, inand ~~customer~~may ~~purchases~~continue ~~during~~to ~~2023~~impact, asour ~~customers~~gross ~~reduced~~margin. ~~purchases~~We continue to ~~right-size~~see ~~their~~a ~~inventories~~high orlevel ~~reduce~~of ~~capital~~competition ~~spending,~~in asour ~~well~~industry asdue anto ~~increase~~slower indemand ~~stock~~and ~~rotations~~aggressive pricing. We also ~~experienced~~see ~~softened~~increased ~~demand~~competition inand ~~part~~pricing ~~due~~pressure tofrom ~~macroeconomic~~new ~~factors~~competitors such as ~~higher~~Starlink ~~interest~~significantly ~~rates,~~driving ~~inflation~~down ~~and~~global ~~concerns~~connectivity ~~about~~prices, awith ~~global~~satellite ~~economic~~bandwidth ~~slow-down. This~~costs ~~has~~dropping ~~negatively~~roughly ~~impacted~~77% ~~our~~over ~~net~~the ~~revenues~~last ~~during~~five ~~2023~~years ~~and~~due ~~may continue~~ to ~~negatively~~its ~~impact~~rapid ~~net~~constellation ~~revenues~~deployment ~~into~~and ~~the~~lower ~~first~~manufacturer ~~half of 2024~~costs. ToWe ~~reduce~~have ~~excess~~also ~~channel~~seen ~~inventories,~~increased ~~during~~competition ~~the~~from ~~fourth~~mobile ~~quarter~~network ofoperators ~~2023~~who weare ~~provided~~using ~~additional~~excess ~~discounts~~capacity ~~and other incentives to our customers, which reduced our revenue~~ in ~~the~~their ~~quarter~~mobile bynetwork ~~$11.0~~to ~~million.~~address Infixed ~~addition,~~wireless inbroadband ~~2023~~needs, weand ~~have~~from ~~increased~~original ~~our~~design ~~provision~~manufacturers ~~for~~who ~~inventory~~are ~~excess~~trying ~~and~~to ~~obsolescence~~increase bytheir ~~$16.6~~market ~~million~~share ~~and~~by ~~increased~~selling ~~our~~directly ~~loss~~to onmajor ~~supplier~~telecommunications ~~commitments by $12~~providers.8 ~~million~~We ~~due~~believe tothat athese ~~decrease~~market inpressures ~~demand~~will continue to ~~offset~~negatively ~~the~~impact ~~risk~~revenues ~~that~~and ~~technology~~gross ~~shifts~~margins ~~could~~for ~~result~~the inforeseeable ~~this~~future. ~~increased~~We ~~inventory~~may ~~becoming~~continue ~~obsolete~~to ~~before~~face itrisks isof ~~deployed.~~

Starting in the second quarter and continuing through the fourth quarter of 2023, revenue from our Enterprise products declined, partly resulting from increased competition as a result of readily available component supply reducing our prior advantage in supply and order fulfillment, aggressive pricing by our competitors and poor macroeconomic conditions in our primary markets resulting in lower order volumes from our distributors. Additionally, revenues decreased due to a delay in government defense orders due to U.S. Federal budgetary timing issues impacting the PTP business; sluggish revenues in the PMP business, which is expected to continue until the FCC's approval and subsequent ramp of sales of Cambium's 6 GHz products; a decrease in orders due to excess channel inventory and an increase in stock rotations from distributors in the Enterprise business; and continued economic headwinds, particularly in EMEA. 47

Wetechnology ~~have~~shifts ~~taken~~that ~~and~~could ~~continue~~result toin ~~take~~inventory ~~actions~~becoming toobsolete ~~address~~before ~~these~~it ~~issues~~is deployed, including ~~actions to reduce inventory of our Enterprise products~~ as ~~well~~the asindustry tocontinues ~~reduce~~its ~~our~~shift ~~operating costs~~ to ~~improve~~Wi-Fi ~~profitability and cash flow~~7. ~~We also continue to work closely with our contract manufacturers and supply chain partners to balance production to market demand.~~

We ~~continue~~are toalso ~~monitor~~impacted by the ~~impact~~increases in the prices of ~~macroeconomic~~memory ~~factors,~~chips ~~including~~from aour ~~potential~~semiconductor ~~global~~suppliers. ~~recession,~~Prices ~~inflationary~~for ~~pressures,~~memory ~~and~~chips ~~growing~~have ~~political~~increased ~~tensions~~rapidly asfor anewer ~~result~~generations of memory, which has had an impact on the ~~Russia-Ukraine~~supply ~~conflict~~of current memory, impacting components for both Wi-Fi 7 and Wi-Fi 6. We expect this to continue for the ~~recent~~foreseeable ~~rapidly~~future ~~accelerating~~due ~~conflict~~to inthe ~~Israel~~scaling ~~and~~of ~~Gaza,~~AI ~~and~~data centers.

46We spent 2025 moving production of select products from a third-party manufacturer in Mexico to a third-party manufacturer in Thailand. The move has been challenged by logistic and production issues due to the complexity of the impacted products as well as challenges present when utilizing a new manufacturer. While the majority of impacted products are in production, issues of scale, yield and supply chain continue to limit our ability to meet customer demand, and this may continue into 2026.

~~escalating~~We ~~tensions~~continue ~~between~~to ~~China~~monitor ~~and~~the ~~Taiwan~~impact of macroeconomic factors, including a potential global recession, inflationary pressures, monetary policy shifts, trade wars and ~~associated~~growing political tensions ~~between~~globally ~~the~~that ~~U.S.~~continue to impact our industry and ~~China~~our business. We also believe that our customers continue to grapple with the impact of these macroeconomic factors on their businesses and future investment plans, ~~resulting~~leading into business uncertainty and a more constrained approach to forecasts and orders, and decreasing visibility into customer demand. Any prolonged economic disruptions, continued uncertainty over global trade wars, as well as further deterioration in the global economy or outbreaks of international hostilities, could have a negative impact on demand from our customers in future periods.

The impact of reverse globalization, including a more nationalistic trend globally leading to increasing government requirements for domestically produced products or limiting the sourcing of components and other products from China and elsewhere, has led us to limit our reliance on third-party manufacturers in China and ~~have~~move ~~moved~~ manufacturing to other locations, particularly Thailand, which ~~could~~has ~~cause~~caused some disruptions in our supply operations, together with the impact of moving manufacture of some products to suppliers who have no recent experience building similar products. Nationalistic trends are occurring in various geographies, which may make it impractical for us to do business in some countries.

Credit Agreement Default

We continue to be out of compliance with financial and other covenants under our Amended Credit Agreement, and such defaults continued through 2025 and are expected to continue into 2026. In addition, we ceased payment of required quarterly principal and periodic interest on the term loan facility and of quarterly interest on the revolving credit facility as of June 2025. Such defaults afford the lender the right to declare the amounts outstanding immediately due and payable. We continue to have regular discussions with the lender and we have not been able to obtain a waiver of the defaults from the lender or otherwise refinance the indebtedness. If the lender were to accelerate the maturity and declare the full outstanding principal and interest immediately due and payable, we would not be able to repay the debt, and therefore, there is substantial uncertainty we would be able to continue as a going concern. Absent acceleration, our Amended Credit Agreement matures on November 17, 2026. Absent an infusion of capital from financing or divestiture, we will be unable to repay this indebtedness when it comes due. Refer to Note 6. Debt, to our consolidated financial statements of this Annual Report on Form 10-K for additional information.

We continue to take actions to improve our profitability, focus on operating efficiency and reducing discretionary spending, deferring capital expenditures and implementing cost reductions to align our cost structure with current and expected revenue levels. We are actively seeking additional capital through possible divestitures and/or capital raising transactions and working on accommodation with our lenders to provide us with the financial flexibility needed to meet our obligations as they come due over the next twelve months. Our ability to achieve these objectives depends in part on our expectations regarding macro-conditions in the markets in which we compete, customer acceptance and purchases of our products, buying decisions by our distributors, improvements in our manufacturing challenges with transition to new manufacturers, and other factors that are not all within our control.

Basis of presentation

Revenues

Our revenues are generated primarily from the sale of hardware products with essential embedded software. Our revenues also include amounts for software products, extended warranty on hardware products and subscription services. We generally recognize product revenues at the time of shipment, provided that all other revenue recognition criteria have been met and iswe ~~measured~~measure revenue based on the consideration to which we expect to be entitled to based on customer contracts. ~~Revenues~~We ~~are~~recognize ~~adjusted~~subscription ~~for~~services ~~variable~~revenue ~~consideration~~ratably ~~amounts,~~over ~~including~~the ~~but~~term ~~not~~in ~~limited~~which tothe ~~estimated~~services ~~stock~~are ~~returns,~~provided ~~discounts, rebates~~ and ~~cooperative~~our ~~marketing~~performance ~~allowances~~obligation ~~that~~is ~~we provide to distributors~~satisfied. ~~Our~~Revenues ~~revenue~~are ~~was~~adjusted ~~impacted~~for invariable ~~the~~consideration ~~fourth quarter of 2024 by $11.0 million of incentives~~amounts, ~~mostly~~including ~~related~~but tonot ~~enterprise~~limited ~~products, offered~~ to ~~distributors~~estimated to help reduce channel inventories. The largest decrease in revenues was in our enterprise product category driven by lower demand due to high channel inventories and slowing economies along with increased stock ~~rotations~~returns, ~~and~~customer ~~the aforementioned~~ incentives., Weand ~~recognize~~cooperative ~~subscription~~marketing ~~services~~allowances ~~revenue~~that ~~ratably~~we ~~over~~provide ~~the~~to ~~term in which the services are provided and our performance obligation is satisfied~~distributors. We provide a standard warranty on our hardware products, with the term depending on the product, and record a liability for the estimated future costs associated with potential warranty claims. In addition, we also offer extended warranties for purchase and represents a future performance obligation for us. The extended warranty is included in deferred revenues and is recognized on a straight-line basis over the term of the extended warranty.

extended warranties for purchase that represents a future performance obligation for us. The extended warranty is included in deferred revenues and is recognized on a straight-line basis over the term of the extended warranty.

Cost of revenues and gross profit

Our cost of revenues is comprised primarily of the costs of procuring finished goods from our third-party manufacturers, third-party logistics and warehousing provider costs, freight costs, and warranty costs. We outsource our manufacturing to third-party manufacturers located primarily in ~~Mexico~~Thailand, Vietnam, ~~Israel~~Philippines, and Taiwan. Cost of revenues also includes costs associated with supply operations, including personnel ~~related~~ and related allocated overhead costs, provision for excess and obsolete inventory, loss on supplier commitment expense, third-party license costs and third-party costs related to services we provide. Cost of revenues also includes amortization of capitalized software costs associated with products ~~marketed~~ to be sold, and charges for excess and obsolescence and losses on supplier commitments.

Gross profit has been and will continue to be affected by various factors, including changes in product mix. The margin profile of products within each of our core product categories can vary significantly depending on the operating performance, features and manufacturer of the product. Generally, our gross margins on backhaul and fixed wireless access point products are greater than those on our CPE products. Because the ratio of CPE to PTP and PMP access points typically increases as network operators build out the density of their networks, increases in follow-on sales to network operators as a percentage of our total sales ~~typically~~generally have a downward effect on our overall gross margins. Finally, gross margin will also vary as a function of changes in pricing due to competitive pressure, our third-party manufacturing and other production costs, cost of shipping and logistics, provision for excess and obsolete inventory, loss on supplier commitments, and other factors. We expect our gross margins will fluctuate from period to period depending on the interplay of these various factors. ~~In 2023, we recorded $16.6 million for excess and obsolescence, a $12.8 million increase from 2022, and $12.8 million loss on supplier commitments, a $12.3 million increase from 2022.~~

Operating expenses

We classify our operating expense as research and development, sales and marketing, and general and administrative expense. Personnel costs are the primary component of each of these operating expense categories, which consist of ~~personnel~~ costs such as salaries, sales commissions, benefits, and bonuses, as well as share-based compensation expense. Depreciation and amortization of long-lived assets is separately disclosed in the statements of operations. In 2024, we recorded impairment of goodwill, intangibles and long-lived assets and this is separately disclosed in the statements of operations.

Research and development

In addition to personnel~~-related~~ costs, research and development expense consists of costs associated with the design and development of our products, product certification, travel, recruiting, ~~and~~ shared facility and shared IT costs. We generally recognize research and development expense as incurred. For certain of our software projects under development, we capitalize the development cost during the period between determining technological feasibility of the product and commercial release. We amortize the capitalized development cost upon commercial release, generally over three years, and include the amortization costs in cost of revenues on our statements of operations. We typically do not capitalize costs related to the development of first-generation product offerings as technological feasibility generally coincides with general availability of the software.

capitalized development cost upon commercial release, generally over three years and is included in cost of revenues. We typically do not capitalize costs related to the development of first-generation product offerings as technological feasibility generally coincides with general availability of the software.

Sales and marketing

In addition to personnel costs for sales, marketing, service and product line management personnel, sales and marketing expense consists of our training programs, trade shows, marketing programs, promotional materials, demonstration equipment, national and local regulatory approval on our products, travel and entertainment, recruiting and shared facility and shared IT costs.

General and administrative

In addition to personnel costs, general and administrative expense consists of professional fees, such as legal, audit, accounting, information technology and consulting costs, insurance, shared facility and shared IT costs, and other supporting overhead costs.

Depreciation and amortization

Depreciation and amortization expense consist of depreciation related to fixed assets such as computer equipment, furniture and fixtures, and testing equipment, as well as amortization related to acquired and internal use software and definite lived intangibles.

Impairment

Impairment expense consists of amounts recorded to impair our goodwill, customer relationship intangible, software and long-lived assets.

Provision for income taxes

Our provision for income taxes consists primarily of income taxes in the jurisdictions in which we conduct business. Management assesses our deferred tax assets in each reporting period, and if it is determined that it is not more likely than not to be realized, we will record a valuation allowance in that period.

Results of operations

The following table presents the consolidated statements of operations, as well as the percentage relationship to total revenues for items included in our consolidated statements of operations for the year ended December 31, ~~2022~~2024 compared to the year ended December 31, ~~2023~~2025:

	Years ended December 31,
	Year Ended December 31,
(in thousands)	~~2022~~2024			~~2023~~2025
Statements of Operations Data:
Revenues	$	296,899		$	220,195
Product	$	157,805		$	141,277
Cost of revenues		151,759			151,364
Subscriptions and services		19,481			18,368
Gross profit		145,140			68,831
Total revenues		177,286			159,645
Operating expenses
Cost of revenues:
Research and development		49,865			53,478
Product		106,147			86,307
Sales and marketing		44,452			42,599
Subscriptions and services		8,208			9,167
General and administrative		24,982			27,398
Total cost of revenue		114,355			95,474
Depreciation and amortization		5,961			6,210
Gross profit:
Total operating expenses		125,260			129,685
Product		51,658			54,970
Operating income (loss)		19,880			(60,854	)
Subscriptions and services		11,273			9,201
Interest expense, net		1,977			2,521
Total gross profit		62,931			64,171
Other (income) expense, net		(114	)		271
Operating expenses
Income (loss) before income taxes		18,017			(63,646	)
Research and development		39,292			32,863
(Benefit) provision for income taxes		(2,183	)		13,774
Sales and marketing		36,719			31,186
Net income (loss)	$	20,200		$	(77,420	)
General and administrative		26,010			26,427
Depreciation and amortization		5,786			1,466
Impairment		25,535			192
Total operating expenses		133,342			92,134
Operating loss		(70,411	)		(27,963	)
Interest expense, net		5,843			9,020
Other expense, net		52			7
Loss before income taxes		(76,306	)		(36,990	)
(Benefit) provision for income taxes		(1,854	)		1,548
Net loss	$	(74,452	)	$	(38,538	)

4850

	Years ended December 31,
	Year Ended December 31,
	2022			2023
	2024			2025
Percentage of Revenues:
Revenues		100.0	%		100.0	%
Product		89.0	%		88.5	%
Cost of revenues		51.1	%		68.7	%
Subscriptions and services		11.0	%		11.5	%
Gross margin		48.9	%		31.3	%
Total revenues		100.0	%		100.0	%
Cost of revenues:
Product		67.3	%		61.1	%
Subscriptions and services		42.1	%		49.9	%
Total cost of revenue		64.5	%		67.6	%
Gross profit:
Product		32.7	%		38.9	%
Subscriptions and services		57.9	%		50.1	%
Total gross profit		35.5	%		40.2	%
Operating expenses
Research and development		1622.82	%		2420.36	%
Sales and marketing		1520.07	%		19.35	%
General and administrative		814.47	%		1216.56	%
Depreciation and amortization		23.03	%		20.89	%
Total operating expenses		42.2	%		58.9	%
Impairment		14.4	%		0.1	%
Operating income (loss)		6.7	%		(27.6	)%
Total operating expenses		75.2	%		57.7	%
Interest expense, net		0.7	%		1.1	%
Operating loss		(39.7	)%		(17.5	)%
Other (income) expense, net		(0.1	)%		0.2	%
Interest expense, net		3.3	%		5.7	%
Income (loss) before income taxes		6.1	%		(28.9	)%
Other expense, net		0.0	%		0.0	%
(Benefit) provision for income taxes		(0.7	)%		6.2	%
Loss before income taxes		(43.0	)%		(23.2	)%
Net income (loss)		6.8	%		(35.1	)%
(Benefit) provision for income taxes		(1.0	)%		1.0	%
Net loss		(42.0	)%		(24.1	)%

~~The~~Comparison ~~following is the discussion and analysis~~ of ~~changes in~~ the ~~financial condition and results of operations for the~~ year ended December 31, ~~2023~~2024 ~~compared~~ to the year ended December 31, ~~2022.~~2025 The discussion and analysis of 2022 and changes in the financial condition and results of operations for the year-to-year comparisons between 2022 and 2021 that are not included in this Form 10-K may be found in "Management's Discussion and Analysis of Financial Condition and Results of Operation" in Part II, Item 7 of our Annual report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (SEC) on February 27, 2023, which is incorporated by reference to this Part II, Item 7 of this Annual Report on Form 10-K.

Comparison of the year ended December 31, 2022 to the year ended December 31, 2023

Revenues

	Years ended December 31,				Change
	Year Ended December 31,				Change
(dollars in thousands)	~~2022~~2024		~~2023~~2025		$			%
Revenues	$	296,899	$	220,195	$	(76,704	)		(25.8	)%
Product	$	157,805	$	141,277	$	(16,528	)		(10.5	)%
Subscriptions and services		19,481		18,368	$	(1,113	)		(5.7	)%

~~Revenues~~Product revenues decreased $7616.75 million, or 2510.85%, from $~~296~~157.98 million in ~~2022~~2024 to $~~220~~141.23 million in ~~2023,~~2025. The ~~and~~decrease ~~were~~was ~~impacted~~primarily indue ~~the~~to ~~fourth~~our ~~quarter~~point-to-multi-point ofproduct ~~2023~~category bypartially ~~$11.0~~as ~~million~~a result of ~~incentives,~~lower ~~mostly~~demand ~~related~~for ~~to enterprise products~~ePMP, ~~provided~~28 toGHz ~~distributors~~and to60 ~~help~~GHz ~~reduce~~products, ~~channel~~but ~~inventories.~~also ~~The~~due ~~largest~~to ~~decrease~~limitations inon ~~revenues~~our ~~was~~ability into ~~our~~meet ~~enterprise~~customer ~~product~~demand ~~category~~as ~~driven~~a byresult ~~lower~~of ~~demand~~issues ~~due~~of toscale, ~~high~~yield ~~channel~~and ~~inventories~~supply ~~and~~experienced ~~slowing~~following ~~economies~~our ~~along~~transition ~~with~~from ~~increased~~our ~~stock~~Mexico ~~rotations~~manufacturer ~~and~~to ~~the~~a ~~aforementioned~~manufacturer ~~incentives~~in Thailand. Revenues also decreased in our point-to-~~multi-~~point product category ~~primarily~~partially ~~driven~~as bya result of lower demand ~~from~~for ~~service~~PTP ~~providers~~accessories ~~awaiting~~and ~~the~~impacts ~~addition~~from moving manufacturing of 6certain ~~GHz~~products ~~spectrum.~~noted ~~Revenues~~above, ~~increased~~partially inoffset ~~our~~by ~~point-to-point~~higher ~~product~~demand ~~category,~~for ~~mostly~~defense products in ~~North~~Europe, ~~America~~Middle East, asAfrica. aRevenues ~~result~~increased ofin our enterprise product category driven by increased demand for ~~defense~~switching products ~~for~~and ~~federal~~Wi-Fi ~~governments~~7.

Subscriptions and services revenues decreased $1.1 million, or 5.7%, from $19.5 million in 2024 to $18.4 million in 2025. The decrease was primarily due to lower services revenue partially offset by increased volume of software subscriptions on enterprise products.

Revenues by product category

	Years ended December 31,				Change
	Year Ended December 31,				Change
(dollars in thousands)	~~2022~~2024		~~2023~~2025		$			%
Point-to-Multi-Point	$	~~114~~73,~~941~~469	$	9559,~~197~~664	$	(1913,~~744~~805	)		(1718.28	)%
Point-to-Point		6748,~~083~~195		8043,~~765~~106		13(5,~~682~~089	)		20(10.46	)%
Enterprise		~~109~~50,~~844~~282		3953,~~097~~168		~~(70~~2,~~747~~886	)		~~(64~~5.47	)%
Other		5,~~031~~340		53,~~136~~707		~~105~~(1,633	)		2(30.16	)%
Total revenues by product category	$	~~296~~177,~~899~~286	$	~~220~~159,~~195~~645	$	(7617,~~704~~641	)		(2510.80	)%

Point-to-Multi-Point

~~Our~~ PMP ~~product~~revenues ~~line~~decreased ~~comprised~~$13.8 ~~39%~~million, ofor ~~total~~18.8%, ~~revenues~~from ~~for~~2024 ~~2022~~to ~~and~~2025. ~~43%~~PMP ~~of total~~ revenues ~~for~~decreased ~~2023. The decline~~ in ~~PMP~~all ~~revenue~~regions ~~was~~except ~~driven~~the byCaribbean ~~slower~~and ~~network~~Latin ~~buildouts~~America inregions, ~~North~~driven ~~America~~by ~~ahead~~decreased ofdemand anfrom ~~expected~~our ~~product~~service ~~transition~~providers tofor 6our 28 GHz ~~technology~~ and ~~lower~~ePMP ~~demand~~products inand ~~Europe,~~the ~~Middle~~limitations ~~East,~~on ~~Africa~~our ~~slightly~~ability ~~offset~~to bymeet ~~higher~~customer demand ~~from~~following our ~~service~~transition ~~providers~~from ~~for~~ our 28Mexico ~~GHz~~manufacturer ~~fixed~~to ~~5G,~~a 60manufacturer ~~GHz~~in ~~and fiber products~~Thailand.

Point-to-Point

PTP revenues ~~increased~~decreased $5.1 million, or 10.6%, from 2024 to 2025. PTP revenues decreased across all regions, with the larges decrease in North America. The decrease is mostly driven by ~~increased~~lower ~~revenues~~demand infor ~~North~~PTP ~~America~~accessories and ~~Europe,~~the ~~Middle~~limitations ~~East,~~on ~~Africa~~our asability ato ~~result~~meet ofcustomer ~~increased~~ demand ~~for~~following ~~defense~~our ~~products~~transition ~~for~~from ~~federal~~our ~~governments~~Mexico manufacturer to a manufacturer in Thailand.

Enterprise

Enterprise revenues ~~decreased~~increased $702.79 million, or 645.47%, from ~~2022~~2024 to ~~2023. Enterprise revenues decreased in all regions~~2025, with the largest ~~decrease~~increase in ~~Europe,~~North ~~Middle East, Africa~~America. ~~Although~~The ~~the~~increase ~~constraints~~is inmostly ~~our~~driven ~~product supply chain have eased, enterprise revenues have decreased as our prior advantage in supply and order fulfillment has diminished and revenues have been negatively impacted~~ by ~~high~~higher ~~levels~~demand offor ~~inventory~~switching inproducts ~~the channel, increased competition~~ and ~~aggressive~~Wi-Fi ~~pricing~~7 ~~by our competitors. Revenues were also impacted~~products, ~~especially~~partially inoffset ~~the third and fourth quarter of 2023,~~ by ~~higher~~lower ~~stock~~demand ~~rotations~~for ~~and~~Wi-Fi ~~additional~~5 ~~discounts offered to our distributors to reduce channel inventory~~products.

Other

Other revenues decreased $1.6 million, or 30.6%, from 2024 to 2025, with the larges decreases in North America and Europe, Middle East, Africa, due to lower services revenue.

Revenues by geography

	Years ended December 31,				Change
	Year Ended December 31,				Change
(dollars in thousands)	~~2022~~2024		~~2023~~2025		$			%
North America	$	~~133~~86,~~897~~914	$	~~131~~76,~~943~~041	$	(110,~~954~~873	)		(112.5	)%
Europe, Middle East, Africa		9050,~~883~~956		4450,~~169~~197		(~~46,714~~759	)		(511.45	)%
Caribbean and Latin America		3120,~~223~~527		2015,~~729~~058		(105,~~494~~469	)		(3326.6	)%
Asia Pacific		4018,~~896~~889		2318,~~354~~349		(~~17,542~~540	)		(422.9	)%
Total revenues by geography	$	~~296~~177,~~899~~286	$	~~220~~159,~~195~~645	$	(7617,~~704~~641	)		(2510.80	)%

Revenues decreased in ~~2023~~2025 compared to ~~2022 in all regions~~2024, with the largest decrease in ~~Europe,~~North ~~Middle East, Africa~~America. ~~The~~All ~~decrease~~regions inwere ~~revenues~~impacted inby ~~North~~the ~~America~~move ~~was~~of ~~driven~~the ~~mostly~~manufacturing byof ~~decreased~~certain ~~enterprise~~products ~~revenues~~from ~~due~~Mexico to ~~lower~~Thailand. ~~demand~~In asaddition ato ~~result~~the impact of ~~high~~the ~~levels~~move, ofthe ~~inventory~~decrease in ~~the~~PMP ~~channels,~~and ~~higher~~PTP ~~levels~~revenues ofin ~~stock~~North ~~rotation~~America ~~and~~was ~~increased~~related ~~discounting~~to lower demand across all products within these categories, ~~mostly~~partially offset by ~~higher~~increased ~~PTP~~enterprise product revenues asdriven aby ~~result of~~ higher demand for ~~defense~~switching ~~products.~~and ~~The~~Wi-Fi ~~decrease~~7 inproducts. ~~revenues~~Revenues in Europe, Middle East, Africa ~~was~~decreased ~~driven~~year-over-year, mostly byfrom decreased ~~enterprise~~PMP ~~revenues due to high levels of channel inventory~~ and ~~decreased~~enterprise ~~PMP revenues as technology is expected to move to new gigabit technologies within our~~ product ~~portfolio~~revenues, ~~partially~~mostly offset by increased PTP product category revenues ~~due~~driven toby ~~higher~~increased demand ~~from~~for defense ~~business~~products. ~~The~~Revenues ~~decrease~~ in ~~revenues in~~ Caribbean and Latin America ~~revenues~~decreased ~~was~~year-over-year, ~~driven~~ mostly byfrom decreased PMP ~~revenues due to lower demand~~ and ~~decreased~~PTP ~~enterprise~~ revenues asdue ato ~~result of~~ lower demand ~~due~~spread toacross ~~high~~all ~~levels~~products ofwithin ~~inventory~~these ~~in the channels and increased incentives provided to distributors to reduce channel inventory~~categories. The decrease in revenues in Asia Pacific was driven ~~mostly~~ by decreased ~~enterprise~~ revenues asin aPMP ~~result~~and ofPTP, ~~lower~~mostly ~~demand~~offset ~~due~~by toincreased ~~high~~revenues ~~levels~~in ofenterprise ~~inventory~~products inwith ~~the~~higher ~~channels~~demand ~~and~~for ~~decreased~~Wi-Fi ~~PMP~~6 ~~revenues~~and switching products.

Cost of revenues and gross margin

	Years ended December 31,						Change
	Year Ended December 31,						Change
(dollars in thousands)	~~2022~~2024			~~2023~~2025			$			%
Cost of revenues	$	151,759		$	151,364		$	(395	)		(0.3	)%
Product	$	106,147		$	86,307		$	(19,840	)		(18.7	)%
Gross margin		4832.97	%		3138.39	%				~~(1760)~~620 bps
Subscriptions and services	$	8,208		$	9,167		$	959			11.7	%
Gross margin		57.9	%		50.1	%				(780) bps

Cost of revenues for products decreased $019.48 million, or 018.37%, from $~~151~~106.81 million for ~~2022~~2024 to $~~151~~86.43 million for ~~2023~~2025. The decrease in cost of revenues was primarily due to ~~decreased~~$13.2 ~~revenues~~million ~~and~~ lower ~~productions~~loss ~~costs~~on ~~due~~supplier tocommitment ~~decreases in component charges as a result of improved availability of components~~expense, ~~mostly~~$4.3 ~~offset~~million bylower ~~an increase in~~ excess and obsolescence, ~~mostly~~along aswith adecreased ~~result~~revenues ofresulting ~~high~~in ~~levels~~lower ofdirect ~~enterprise~~materials ~~inventories~~costs ~~industry wide~~ and inlower ~~our~~freight ~~channel~~ and ~~increase~~duty incosts. ~~loss~~These oncosts ~~supplier~~are ~~commitments~~partially asoffset aby ~~result~~nonrecurring ofexpenses ~~our~~related ~~obligations relating~~ to ~~overestimates~~the inmove ~~forecast~~of ~~demand.~~manufacturing ~~For~~from ~~2023,~~Mexico weto ~~recorded~~Thailand ~~$16.6 million for excess~~ and ~~obsolescence,~~restructuring ~~a $12~~activities.~~8 million increase from 2022, and $12.8 million for loss on supplier commitments, a $12.3 million increase from 2022.~~

~~Gross~~Cost ~~margin~~of ~~decreased~~revenues ~~from~~for ~~48.9%~~subscriptions inand ~~2022~~services toincreased 31$1.3%0 inmillion, ~~2023. The~~or ~~decrease reflects decreased revenues from higher margin products~~11.7%, ~~the impact~~ from ~~the above mentioned increases in excess and obsolescence and loss on supplier commitments,~~ $118.02 million offor ~~additional~~2024 ~~incentives provided~~ to ~~distributors,~~$9.2 ~~and~~million ~~increased~~for ~~freight~~2025. ~~and~~The ~~supply~~increase ~~operations~~in ~~costs~~cost ~~as a percentage~~ of ~~revenue.~~revenues ~~Gross~~was ~~margin~~primarily ~~benefited from lower production costs~~ due to ~~decreases in component charges as a result of~~ increased ~~availability~~direct ofservices ~~components~~costs.

50Gross margin for products increased from 32.7% in 2024 to 38.9% in 2025. The increase mostly reflects the impact of the above mentioned decreases in excess and obsolescence reserve and loss on supplier commitments offset by lower revenues from higher margin products.

Gross margin for subscriptions and services decreased from 57.9% in 2024 to 50.1% in 2025. The decrease mostly reflects the impact from decreased services revenue.

Operating expenses

	Years ended December 31,				Change
	Year Ended December 31,				Change
(dollars in thousands)	~~2022~~2024		~~2023~~2025		$			%
Research and development	$	4939,~~865~~292	$	5332,~~478~~863	$	3(6,~~613~~429	)		7(16.24	)%
Sales and marketing		4436,~~452~~719		4231,~~599~~186		(15,~~853~~533	)		(415.21	)%
General and administrative		2426,~~982~~010		2726,~~398~~427		~~2,416~~417			91.76	%
Depreciation and amortization		5,~~961~~786		61,~~210~~466		~~249~~(4,320	)		4(74.27	)%
Total operating expenses	$	125,260	$	129,685	$	4,425			3.5	%
Impairment		25,535		192		(25,343	)		100.0	%
Total operating expenses	$	133,342	$	92,134	$	(41,208	)		(30.9	)%

Research and development

Research and development expense ~~increased~~decreased $3.6.4 million, or 716.24%, from $4939.93 million in ~~2022~~2024 to $5332.59 million in ~~2023~~2025. ~~As a percentage of revenues, research and development expenses increased from 16.8% in 2022 to 24.3% in 2023.~~ Research and development expense ~~increased~~decreased mainly due to $3.46 million ~~higher~~lower employee-related expense, mostly due to ~~increased~~decreased headcount from the reductions completed in 2025, $21.02 million oflower ~~restructuring~~share-based ~~expenses~~compensation ~~incurred~~expense due to no new awards in ~~2023~~2025 along with suspension of ESPP, $0.79 million ~~higher~~lower outside contractor spend and $0.3 million lower engineering material spend due to fewer projects, $0.5 million ~~higher~~lower ~~shared~~homologation ~~lease~~ and ITregulatory ~~expenses~~spend due to ~~increase~~the intiming ~~leased space~~ and ~~headcount~~number ~~and~~of projects, $0.25 million ~~higher~~lower ~~travel-related~~lease expense. ~~These~~and ~~increases were partially offset by~~ $10.85 million higher capitalized software costs, ~~due~~offset toby ~~an increase in projects eligible for capitalization,~~ $0.8 million lower ~~engineering~~research ~~material~~and ~~spend~~development ~~based~~tax oncredit ~~timing~~due ofto ~~projects~~lower headcount and ~~$0.7~~fewer ~~million~~project ~~decrease~~qualifying infor ~~corporate~~the ~~bonus~~credit ~~expense~~and as$0.2 wemillion ~~failed~~higher totravel-related ~~meet bonus targets~~expenses.

Sales and marketing

Sales and marketing expense decreased $15.95 million, or 415.21%, from $4436.57 million in ~~2022~~2024 to $4231.62 million in ~~2023~~2025. ~~As a percentage of revenues, sales and marketing expense increased from 15.0% in 2022 to 19.3% in 2023.~~ The decrease in sales and marketing expense was primarily due to $3.41 million lower ~~variable~~employee-related ~~compensation~~ expense, mostly due to ~~lower~~decreased ~~revenues~~headcount ~~along~~from ~~with~~the reductions completed in 2025, $01.27 million lower ~~homologation~~variable ~~and~~compensation ~~regulatory testing~~ expense, ~~and~~ $0.29 million lower ~~trade show and marketing~~share-~~related~~based ~~spend.~~compensation ~~These~~expense ~~decreases~~due ~~were~~no ~~partially~~new ~~offset~~awards byin ~~$1.0~~2025 ~~million~~along ~~higher~~with ~~employee-related~~lower ~~expense,~~headcount ~~$0.5~~and ~~million~~suspension ~~higher outside contractor spend, $0.4 million~~ of ~~restructuring expenses incurred in 2023~~ESPP, $0.3 million ~~higher~~lower travel-related spend, ~~and~~partially offset by $0.25 million ~~lower~~higher ~~corporate~~restructuring ~~bonus~~costs ~~expense~~related ~~as we failed~~ to ~~meet~~the ~~bonus~~2025 ~~targets~~restructurings.

General and administrative

General and administrative expense increased $20.4 million, or 91.76%, from $2526.0 million in ~~2022~~2024 to $2726.4 million in ~~2023~~2025. AsThe aincrease ~~percentage~~in ~~of revenues,~~ general and administrative expense ~~increased~~was ~~from~~primarily ~~8.4%~~due ~~in 2022~~ to 12$2.5%1 ~~in 2023. The~~ increase in ~~general~~outside ~~and~~contractor ~~administrative~~spend ~~expense was primarily~~ due to ~~$1.0~~employee ~~million~~attrition ofand ~~expenses~~additional ~~incurred~~staff inadded ~~2023~~for asrestatement, ~~part~~$2.2 ofmillion ~~the~~higher ~~Chief~~legal ~~Executive~~fees ~~Officer~~and ~~transition,~~ $01.83 million higher ~~share-based~~audit ~~compensation~~fees ~~expense~~ due to ~~new~~audit ~~employee~~overrun ~~equity~~and ~~grants issued~~restatement, partially offset by $01.5 million ~~higher~~lower ~~employee~~staff-related ~~expense~~expenses due to ~~increased~~employee ~~headcount,~~attrition and $0.4 million ~~higher~~lower ~~audit~~nonrecurring ~~and~~costs ~~tax~~related ~~fees~~to the Chief Executive Officer transition that did not repeat in 2025, $01.3 million ~~higher~~lower ~~software~~share-based ~~and~~compensation ~~subscription~~expense ~~purchases~~due ~~and~~to ~~$0.2~~lower ~~million~~headcount, ~~higher~~no ~~legal~~new ~~expenses.~~awards ~~These~~in ~~increases~~2025 ~~were~~and ~~offset~~suspension byof ESPP, $0.9 million lower ~~insurance~~bad debt expense, ~~in 2023~~$0.4 million

lower other fees and expenses, $0.3 million lower insurance costs, $0.3 million lower nonrecurring expenses related to the headquarters office move in 2024 and restructuring in 2024 and $0.1 million lower travel-related expenses.

Depreciation and amortization

Depreciation and amortization expense ~~increased~~decreased $04.23 million, or 474.27%, from $65.08 million in ~~2022~~2024 to $61.25 million in ~~2023~~2025. The ~~slight~~decrease ~~increase~~ in depreciation and amortization was mostly driven by ~~the~~a ~~increase~~reduction inof depreciation onand ~~new~~amortization ~~assets~~as ~~placed~~a inresult ~~service~~of ~~offset~~the byimpairment aon ~~decrease~~property inand ~~amortization~~equipment ofand ~~finite-lived~~customer ~~intangibles~~relationships ~~and~~intangible ~~purchased~~recorded ~~software.~~during the third quarter of 2024.

Impairment

We incurred a $25.5 million impairment charge in 2024, and $0.2 million charge in 2025, associated with the impairment of our property and equipment, goodwill, customer relationships intangible, internal use software, and software marketed for external sale. Refer to the Note 3. Property and equipment, Note 4. Software and Note 5. Goodwill and intangible assets in our consolidated financial statements included in this Annual Report on Form 10-K for details regarding the impairments recorded.

Interest expense, net

Years ended December 31,

Change

Year Ended December 31,

Change

(dollars in thousands)

~~2022~~2024

~~2023~~2025

Interest expense, net

15,~~977~~843

29,~~521~~020

~~544~~3,177

2754.54

Interest expense increased $03.52 million, or 2754.54%, from $25.08 million in ~~2022~~2024 to $29.50 million in ~~2023~~2025. The increase was primarily due to interest expense incurred as a result of drawing $45.0 million against the revolving credit facility, mostly in the first quarter of 2024 and an increase in the interest rate on the term loan due to the covenant default in the third quarter of 2024 along with lower interest income on lower cash balances. This increase was partially offset by ~~higher~~$0.6 ~~interest~~million ~~received~~of fees expensed in 2024 related to an aborted amendment to our secured credit agreement.

51Other expense, net

Other (income) expense, net


	Year Ended December 31,				Change
(dollars in thousands)	2024		2025		$			%
Other expense, net	$	52	$	7	$	(45	)		(86.5	)%

	Years ended December 31,					Change
(dollars in thousands)	2022			2023		$		%
Other (income) expense, net	$	(114	)	$	271	$	385		(337.7	)%

Other expense, net remained mostly flat from 2024 to 2025. The change is primarily associated with foreign currency fluctuations.

~~Other~~Provision ~~(income)~~for ~~expense, net changed from~~ income oftaxes ~~$0.1 million in 2022 to expense of $0.3 million in 2023. The change is primarily associated with foreign currency fluctuations.~~

(Benefit) provision for income taxes


	Year Ended December 31,						Change
(dollars in thousands)	2024			2025			$		%
(Benefit) provision for income taxes	$	(1,854	)	$	1,548		$	3,402		(183.5	)%
Effective income tax rate		2.4	%		(4.2	)%

	Years ended December 31,						Change
(dollars in thousands)	2022			2023			$		%
(Benefit) provision for income taxes	$	(2,183	)	$	13,774		$	15,957		(731.0	)%
Effective income tax rate		(12.1	)%		(21.6	)%

The Company recorded income tax benefit of $1.9 million and a provision for income taxes of $1.5 million for the years ended December 31, 2024 and 2025, with an income tax rate of 2.4% and (4.2)%, respectively. For the year ended December 31, 2024, the Company's effective tax rate of 2.4% differed from the U.S. statutory rate of 21.0% primarily due to a pretax loss, the net increase in the valuation allowance of $12.3 million, a foreign tax rate differential of $(2.5) million, $2.7 million return to provision adjustment primarily due to a tax method change in the U.S. 2023 tax return related to the tax capitalization of our research and development expenditures, $1.5 million for establishment of a deferred tax liability for withholding tax on non-permanent investment in subsidiaries, a $1.2 million tax expense related to share-based compensation, and a benefit on research and development credits of $(0.3) million. For the year ended December 31, 2025, the Company's effective tax rate of (4.2)% differed from the U.S. statutory rate of 21.0% primarily due to a pretax loss, the net increase in the valuation allowance of $9.5 million, a foreign tax rate differential of ($1.5) million, a $0.9 million tax expense related to share-based compensation, and a benefit on research and development credits of $0.5 million. See Note 12. Income taxes in the Notes to the consolidated financial statements for more information related to income taxes.

Our tax provision changed from a tax benefit of ($2.2) million in 2022 to a tax provision of $13.8 million for 2023. The effective tax rates for the years ended December 31, 2022 and 2023 were (12.1)% and (21.6)%, respectively. For the year ended December 31, 2023, our income tax (benefit) provision changed by $16.0 million from the year ended December 31, 2022 primarily due to a change to our income tax benefit at the U.S. statutory tax rate of $13.4 million in 2023 versus a tax expense of $3.8 million in 2022, a tax expense due to an increase in the valuation allowance of $34.5 million primarily as a result of the recognition of a valuation allowance on the UK loss and a tax benefit of $1.9 million on revaluation of UK deferred tax assets at a higher rate. For the year ended December 31, 2022, the Company’s effective tax rate of (12.1)% differed from the U.S. statutory rate of 21.0% primarily due to research and development tax credits of $2.8 million, a benefit on Foreign Derived Intangible Income of $2.3 million, and a tax benefit of $0.9 million on revaluation of the UK deferred tax assets at a higher tax rate. For the year ended December 31, 2023, the Company’s effective tax rate of (21.6)%. The effective tax rate differed from the U.S. statutory rate of 21.0% primarily due to a tax expense on the valuation allowance in 2023 of $35.4 million. See Note 11 - Income taxes in the Notes to the Consolidated Financial Statements for more information related to income taxes.

Liquidity and Capital Resources

As of December 31, ~~2023~~2025, we had a cash balance of $1811.73 million., ~~Our~~a ~~primary~~decrease ~~liquidity needs are: (i) to fund normal operating expenses; (ii) to meet interest and principal requirements~~ of ~~our outstanding indebtedness; and (iii) to fund capital expenditures~~$23.6 Wemillion ~~believe~~from ~~our~~December ~~existing cash~~31, ~~operating cash flow and revolving credit facilities provide us with the financial flexibility needed to meet these needs over at least the next 12 months~~2024. We ~~continue~~drew to$45.0 ~~focus~~million on ~~cost management, operating efficiency and efficient discretionary spending. In addition, if necessary, we expect to leverage~~ our revolving credit facility ~~to manage our working capital needs~~ in the ~~near~~first ~~future.~~half ~~Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate~~ of ~~revenue~~2024 ~~growth,~~for ~~the~~working ~~timing~~capital ~~and~~needs ~~extent~~mainly ~~of spending~~ to: ~~support~~(i) ~~development~~fund ~~efforts,~~normal the timing of new product introductions, market acceptance of our products and overall economic conditions. We expect to regularly assess our liquidity needs and market conditions and may raise additional equity or incur additional debt if and when our board of directors, determines that doing so is in our best interest.

As of December 31, 2023, we had $25.4 million outstanding principal debt on our term loan, including the current portion of $3.3 million. As of December 31, 2023, we had $45.0 million available under our revolving credit facility, with no amounts drawn thereunder. For 2022 and 2023, in accordance with the terms of our credit facility with Bank of America, all quarterly principal and interest payments have been made. 54

Onoperating ~~December~~expenses; ~~29,~~(ii) ~~2023,~~meet weinterest ~~entered~~and ~~into~~principal ~~the~~requirements ~~Second~~of ~~Amendment to~~ our ~~Credit~~outstanding ~~Agreement~~indebtedness; ~~(the~~and ~~"Second Amendment"~~(iii), ~~which~~fund ~~amends~~capital ~~the~~expenditures. ~~credit~~Following ~~agreement,~~this ~~dated~~draw ~~as of November 17~~down, ~~2021~~we ~~(the~~have ~~"BofA~~no ~~Credit~~remaining ~~Agreement",~~available ~~the~~liquidity ~~BofA~~under ~~Credit~~our ~~Agreement~~revolving ascredit ~~amended~~facility. ~~prior~~Our tofuture ~~the~~capital ~~date~~requirements ofmay ~~the~~vary ~~Second~~materially ~~Amendment,~~from ~~the~~those ~~"Existing~~currently ~~Credit~~planned ~~Agreement",~~ and ~~the~~will ~~Existing~~depend ~~Credit~~on ~~Agreement,~~many ~~as amended by the Second Amendment~~factors, ~~the~~including ~~"Amended~~our ~~Credit~~rate ~~Agreement") with Bank~~ of ~~America,~~revenue ~~N.A.~~growth, asthe ~~Administrative~~timing ~~Agent, a Lender, Swingline Lender~~ and ~~and~~extent ~~L/C~~of ~~Issuer~~spending ~~and the other Lenders party thereto from time~~ to ~~time.~~support ~~The~~development ~~Second~~efforts, ~~Amendment amends~~ the ~~Existing~~timing ~~Credit~~of ~~Agreement~~new ~~by,~~product ~~among other things~~introductions, ~~establishing~~market aacceptance ~~covenant~~of ~~relief~~our ~~period,~~products ~~which~~and ~~began~~overall oneconomic ~~December~~conditions. ~~31,~~We ~~2023~~continue ~~and~~to ~~ends~~focus on ~~November~~cost 30management, ~~2024,~~operating ~~("Covenant~~efficiency ~~Relief~~and ~~Period")~~efficient ~~during~~discretionary ~~which~~spending. ~~time~~We weexpect ~~are (a) required~~ to ~~maintain~~regularly ~~certain~~assess ~~Liquidity~~our asliquidity ~~provided~~needs inand ~~the~~market ~~Amended~~conditions ~~Credit~~and ~~Agreement,~~may ~~(b)~~seek ~~required~~alternative tosources ~~maintain certain levels~~ of ~~Consolidated~~financing ~~EBITDA~~if asand ~~provided~~when inour ~~the~~board ~~Amended~~of ~~Credit~~directors ~~Agreement,~~determines ~~(c)~~that ~~required~~doing toso ~~provide~~is ~~certain~~in ~~additional~~our ~~financial~~best ~~reporting~~interest. toAs ~~the~~noted ~~Administrative Agent and (d) not required to meet (or~~below, ~~during such period, test)~~ our ~~Consolidated~~Amended ~~Leverage~~Credit ~~Ratio~~Agreement orwith ~~Consolidated~~Bank ~~Fixed~~of ~~Charge~~America ~~Coverage~~matures ~~Ratio.~~on ~~Additionally,~~November ~~the Second Amendment provides that~~17, ~~during~~2026. ~~the~~Absent ~~Covenant~~an ~~Relief~~infusion ~~Period, (x) the Applicable Rate~~ of ~~interest~~capital ~~being~~from ~~incurred~~financing onor ~~any~~divestiture, ~~outstanding~~we ~~Loans~~will isbe ~~increased~~unable to ~~3.25%~~repay ~~per~~this ~~annum~~indebtedness ~~for~~when ~~Term~~it ~~SOFR~~becomes ~~Loans and 2~~due.~~25%~~ ~~per annum for Base Rate Loans, (y) the commitment fee for undrawn~~

52Debt

~~commitments~~On isNovember ~~increased~~17, to2021, ~~0.35%~~we ~~and~~established a new credit facility (zthe "Credit Agreement") ~~the~~with ~~ability~~Bank of America N.A., as Administrative Agent, a Lender, Swingline Lender and an L/C Issuer and the ~~Loan~~other ~~Parties~~Lenders party thereto from time to ~~make~~time ~~certain~~("Bank ~~Investments~~of America"). The Credit Agreement allows for total borrowings of $75.0 million, ~~Dispositions~~which includes a $30.0 million term credit facility and ~~Restricted~~a ~~Payments,~~revolving incredit ~~each~~facility ~~case,~~of is$45.0 ~~limited~~million. asOn ~~more~~November ~~fully~~17, ~~set~~2021, ~~forth~~we inborrowed the ~~Amended~~entire ~~Credit~~$30.0 ~~Agreement~~million term loan.

~~The~~On ~~maturity~~December 29, 2023, we entered into the Second Amendment to our Credit Agreement (the "Second Amendment"), which amended the Credit Agreement (the Credit Agreement as amended prior to the date of the ~~Revolving~~Second ~~Facility~~Amendment, the "Existing Credit Agreement", and ~~Term~~the ~~Facility~~Existing ~~remains~~Credit ~~unchanged~~Agreement, ~~with~~as ~~both~~amended by the ~~Revolving~~Second ~~Facility~~Amendment, ~~and~~the "Amended Credit Agreement"). The Second Amendment amended the ~~Term~~Existing ~~Facility~~Credit ~~terminating~~Agreement by, among other things, establishing a covenant relief period which began on December 31, 2023 and ended on November 30, 2024 ("Covenant Relief Period") during which time we were required to (a) maintain certain Liquidity as ~~applicable~~provided in the Amended Credit Agreement, (b) maintain certain levels of Consolidated EBITDA as provided in the Amended Credit Agreement, and ~~all~~(c) ~~amounts~~provide ~~outstanding~~certain ~~thereunder~~additional ~~becoming~~financial ~~due~~reporting. ~~and~~In ~~payable~~addition, inwe ~~full~~were no longer required to meet (or, onduring ~~November~~such 17period, ~~2026~~test) our Consolidated Leverage Ratio or Consolidated Fixed Charge Coverage Ratio. The Second Amendment also provided that, during the Covenant Relief Period, (x) the ~~“Maturity~~Applicable ~~Date”~~Rate of interest being incurred on any outstanding Loans is increased to 3.25% per annum for Term SOFR Loans and 2.25% per annum for Base Rate Loans, (y) the commitment fee for undrawn commitments is increased to 0.35% and (z) the ability of the Loan Parties to make certain Investments, Dispositions and Restricted Payments, in each case, is limited as more fully set forth in the Amended Credit Agreement.

As ~~was~~of December 31, 2025, we had $21.5 million outstanding principal debt under our term loan facility and $45.0 million outstanding on our revolving credit facility. There is no availability remaining on the ~~case~~revolving incredit facility. The effective interest rate on the ~~Existing~~term ~~Credit~~credit ~~Agreement~~facility at December 31, 2025 was 9.45% and the ~~Amended~~weighted-average ~~Credit~~interest ~~Agreement~~rate ~~provides~~on our revolving credit facility was 9.23%. These rates do not include an additional 2% default rate penalty that wewas ~~have~~added on both the ~~option~~term tocredit ~~borrow~~facility ~~Revolving~~and ~~Loans~~revolving ~~under~~credit ~~the~~facilities ~~Revolving~~as ~~Facility~~a inresult of the ~~form~~events of ~~either~~default ~~Base~~that ~~Rate~~first ~~Loans~~occurred orduring ~~Term~~the ~~SOFR~~third ~~Loans~~quarter of 2024. ~~Any~~We ~~outstanding~~are required to make quarterly principal ~~amounts~~payments of ~~Term~~$0.7 ~~SOFR~~million ~~Loans~~under ~~that~~the ~~may~~term becredit ~~borrowed~~facility and quarterly interest payments under both the ~~Revolving~~term ~~Facility~~loan ~~will~~facility ~~bear~~and the revolving credit facility. For the year ended December 31, 2024, all quarterly principal and interest atpayments were made in accordance with the ~~same~~terms ~~rates~~of asthe ~~described~~Amended ~~above~~Credit Agreement. Beginning with the quarter ended June 30, 2025, we ceased making principal and interest payments on the term loan and interest payments on the revolving credit facility.

We were not in compliance with ~~all~~our ~~financial~~quarterly fixed charge coverage ratio or consolidated leverage ratio covenants as of December 31, 2024 and December 31, 2025. In addition, since we ceased paying principal and interest on the term loan and interest on the revolving credit facility, this results in a payment default, which is also continuing in 2026. Such defaults afford Bank of America the right to declare the amounts outstanding under our Amended Credit Agreement immediately due and payable. To provide us with the financing flexibility needed to meet our obligations as they come due over the next twelve months, we are actively seeking additional capital through possible divestitures and/or capital raising transactions and working with Bank of America to address our covenant non-compliance. If Bank of America were to accelerate the maturity of our indebtedness under the Amended Credit Agreement, atthere ~~December~~is 31substantial uncertainty we would be able to secure capital resources to repay the amounts due. Absent acceleration of payment, ~~2022~~our term loan facility and ~~2023~~revolving credit facility matures on November 17, 2026, at which time the outstanding principal and interest will be due. For a detailed discussion of our current credit facilities, refer to Note 6. Debt in Notes to Consolidated Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K. For updated disclosure on the Credit Agreement, refer to "Credit Agreement Defaults", above.

Cash Flows

The following table sets forth summarized cash flow data for the periods indicated (in thousands):

	Years Ended December 31,
	Year Ended December 31,
	2022			2023
	2024			2025
Cash used in operating activities	$	(314,~~054~~975	)	$	(1615,~~952~~706	)
Cash used in investing activities	$	(911,~~245~~898	)	$	(116,~~225~~365	)
Cash provided by (used in) financing activities	$	143,~~245~~183		$	(1,~~269~~399	)

Cash flows from operating activities

Net cash used in operating activities for ~~2022~~2024 of $315.10 million consisted primarily of net ~~income~~loss of $2074.25 million, adjustments for non-cash charges for depreciation and amortization of $710.90 million, share-based compensation expense of $109.78 million, a $9.0 million impairment charge related to goodwill, a $8.8 million impairment charge related to property and equipment, a $6.6 million impairment charge related to definite-lived intangibles, $1.1 million impairment charge related to both internal use and externally sold software and $0.1 million impairment charge for right-of-use operating lease assets along with a $6.0 million increase in provision for inventory excess and obsolescence, of $31.75 million ~~offset~~increase byon the recognition of a deferred tax liability, $50.29 million increase in ~~deferred~~the ~~income~~provision ~~taxes~~for estimated credit losses and $0.1 million of other non-cash charges, along with changes in operating assets and liabilities that resulted in net cash ~~outflows~~inflows of $405.37 million. The changes in operating assets and liabilities consisted primarily of a $2720.01 million ~~increase~~reduction in inventories ~~due~~and toa ~~management's plan to build inventory in response to supply chain constraints,~~ $128.93 million ~~increase~~reduction in accounts receivable ~~reflecting~~mostly ~~higher~~due ~~sales~~to ~~and~~lower ~~the~~revenues, ~~timing~~partially ofoffset ~~collections,~~by ~~and~~ $810.96 million decrease in other accrued ~~employee~~assets ~~compensation~~and ~~primarily~~liabilities, mostly due to ~~the~~decreased ~~payment~~sales ofreturns ~~the~~and ~~2021~~increased ~~corporate~~noncurrent ~~bonus~~prepayments ~~net~~made ofto ~~the~~component ~~2022~~suppliers ~~corporate~~to ~~bonus~~secure ~~accrual~~inventory ~~offset~~in byfuture years, along with $87.52 million increase in ~~cash~~prepaid ~~provided~~expenses, by$1.4 ~~all~~million ~~other~~decrease ~~assets~~in ~~and~~accounts ~~liabilities~~payable, ~~mostly driven by the~~ $51.3 million ~~increase~~decrease in ~~deferred~~accrued ~~revenues~~liabilities, ~~and~~ $21.82 million increase in ~~accounts~~income ~~payable~~taxes ~~due~~receivable toand ~~the~~$1.0 ~~timing~~million ofreduction ~~purchases~~in ~~and~~accrued ~~payments~~employee compensation.

Net cash used in operating activities for ~~2023~~2025 of $1715.07 million consisted primarily of net loss of $7738.45 million, adjustments for non-cash charges for depreciation and amortization of $95.41 million, share-based compensation expense of $~~11.~~6.4 million and increase in provision for inventory excess and obsolescence of $161.6 million, ~~and a~~ $90.13 million ~~decrease~~increase in deferred income taxes and $0.2 million impairment of capitalized software, along with changes in operating assets and liabilities that resulted in net cash inflows of $149.3 million. The changes in operating assets and liabilities consisted primarily of a $3212.08 million decrease in ~~accounts receivable due to lower revenues~~inventory, ~~along with~~ $129.5 million increase in accrued liabilities, ~~mostly~~$4.1 ~~related~~million todecrease ~~the increase~~ in ~~customer~~prepaid ~~reserves~~expenses and ~~liability associated with the loss on supplier commitment,~~ $61.74 million increase in ~~other~~accounts ~~assets and liabilities~~payable, mostly ~~driven by an increase in deferred revenues and $5.3 million decrease in prepaid expenses~~ due to ~~lower~~timing ~~prepayments~~of ~~made~~purchases toand ~~suppliers~~payment, topartially ~~procure inventory~~ offset by a $266.40 million increase in ~~inventories~~receivables, ~~mostly due to lower enterprise revenues due to high channel inventories,~~ $130.61 million decrease in ~~accounts~~employee ~~payable~~compensation ~~due to timing of purchases~~ and ~~payments, and~~ $212.21 million decrease in ~~accrued~~other ~~employee~~assets ~~compensation~~and liabilities, mostly due to ~~lower~~the ~~accruals~~increase ~~for~~in ~~our~~noncurrent ~~corporate~~supplier ~~bonus~~prepayments and ~~sales~~decrease ~~incentive programs as a result~~ of ~~failure~~noncurrent toaccrued ~~meet~~loss ~~metrics~~on ~~underlying~~supplier ~~our incentive compensation payable to employees~~commitments.

Cash flows from investing activities

Our investing activities for both periods presented consisted of capital expenditures for property, equipment, internal use software and capitalized labor costs for software to be marketed for sale in support of the growth of our business. Capital spending for 2025 was $6.0 million less than 2024.

Cash flows from financing activities

Net cash provided by financing activities of $143.2 million for ~~2022~~2024 was primarily due to $245.20 million indrawn ~~proceeds~~down ~~received~~on ~~from~~ the ~~exercise~~revolving ofcredit ~~share~~facility ~~options~~ and proceeds received of $2.0.9 million ~~in proceeds received~~ from the issuance of ordinary shares under our ~~employee~~Employee ~~share~~Share ~~purchase~~Purchase ~~program~~Plan partially offset by $2.06 million repayment of principal due under the term loan facility ~~and~~with ~~$1.0~~Bank ~~million for taxes paid from shares withheld in net settlement~~ of ~~taxes due on vesting of restricted shares issued to our employees~~America.

53Net cash used in financing activities of $1.4 million for 2025 was primarily due to principal payments of $1.3 million on our term loan and $0.1 million of taxes paid on net share settlement of equity awards.

~~Net~~Critical ~~cash~~accounting used in financing activities of $1.3 million for 2023 was primarily due to principal payments of $2.6 million on our term loan and $0.7 million of taxes paid on net share settlement of equity awards and a $0.1 million payment of debt issuance costs incurred with our entry into the Amended Credit Agreement. These outflows are partially offset by $1.7 million in proceeds from the issuance of ordinary shares under our employee share purchase program and $0.5 million of proceeds received from the exercise of share options. estimates

~~Debt~~Our consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expense and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be material. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates. For a summary of all of our accounting policies, including the accounting policies discussed below, see Note 1. Description of Business and Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K.

On November 17, 2021, we established a new credit facility with Bank of America ("BofA Credit Agreement"). The BofA Credit Agreement allows for total borrowings of $75.0 million, which includes a $30.0 million term loan and a revolving loan of $45.0 million. On November 17, 2021, we borrowed the entire $30.0 million term loan. As of December 31, 2023, we had $25.4 million outstanding principal debt on our term loan, including the current portion of $3.3 million. As of December 31, 2023, the Company had $45.0 million available under the revolving commitments, with no amounts drawn thereunder.

In accordance with the terms of the BofA Credit Agreement, commencing with the quarter ended March 31, 2022, we began paying quarterly principal payments of approximately $0.7 million on our term loan.

On December 29, 2023, we entered into the Second Amendment to our Credit Agreement (the "Second Amendment"), which amends the BofA Credit Agreement (the BofA Credit Agreement as amended prior to the date of the Second Amendment, the "Existing Credit Agreement", and the Existing Credit Agreement, as amended by the Second Amendment, the "Amended Credit Agreement") with Bank of America, N.A., as Administrative Agent, a Lender, Swingline Lender and an L/C Issuer and the other Lenders party thereto from time to time. The Second Amendment amends the Existing Credit Agreement by, among other things, establishing a covenant relief period which begins on December 31, 2023 and ends on November 30, 2024 ("Covenant Relief Period") during which time we are (a) required to maintain certain Liquidity as provided in the Amended Credit Agreement, (b) required to maintain certain levels of Consolidated EBITDA as provided in the Amended Credit Agreement, (c) required to provide certain additional financial reporting to the Administrative Agent and (d) not required to meet (or, during such period, test) our Consolidated Leverage Ratio or Consolidated Fixed Charge Coverage Ratio. Additionally, the Second Amendment provides that, during the Covenant Relief Period, (x) the Applicable Rate of interest being incurred on any outstanding Loans is increased to 3.25% per annum for Term SOFR Loans and 2.25% per annum for Base Rate Loans, (y) the commitment fee for undrawn commitments is increased to 0.35% and (z) the ability of the Loan Parties to make certain Investments, Dispositions and Restricted Payments, in each case, is limited as more fully set forth in the Amended Credit Agreement.

The maturity date of the Revolving Facility and Term Facility remains unchanged, with both the Revolving Facility and the Term Facility terminating (as applicable), and all amounts outstanding thereunder, becoming due and payable in full, on November 17, 2026 (the “Maturity Date”). For a detailed discussion of our current credit facilities, refer to Note 6, Debt in Notes to Consolidated Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K.

Summary of contractual obligations

We lease office space and equipment under operating leases that run through 2037. Additionally, our BofA Credit Agreement matures and becomes due and payable in November 2026.

A summary of our contractual obligations at December 31, 2023 are as follows (in thousands):

	Payments due by period
	Less than1 year		1 to 3 years		3 to 5 years		More than5 years		Total
Operating lease obligations (1)	$	1,944	$	4,614	$	3,265	$	6,730	$	16,553
Term credit facility (2)		3,281		22,125		—		—		25,406
Term credit facility interest (2)		2,108		2,801		—		—		4,909
Purchase obligations (3)		103,570		90		—		—		103,660
Total	$	110,903	$	29,630	$	3,265	$	6,730	$	150,528

These amounts represent the undiscounted remaining lease payments. For a detailed discussion on our operating leases, refer to Note 14, Leases, in Notes to Consolidated Financial Statements in Item 8 of part II of this Annual Report on Form 10-K.

These amounts represent the scheduled principal payments based on their contractual maturities related to our term loan with Bank of America and interest payments based on the all-in interest rate in effect on December 31, 2023 of 8.7227% through February 2025 and then reduced to 7.2277% when the applicable rate is reduced from 3.25% to 1.75%. For a detailed discussion of our credit facilities, refer to Note 6, Debt, in Notes to Consolidated Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K.

These amounts represents purchases included on open purchase orders for goods or services that have not yet been received and supplier commitments based on demand plans at December 31, 2023, primarily for inventory-related and component purchases

with our suppliers. This also includes the $12.9 million loss on commitments which is included in Accrued liabilities on our consolidated balance sheet.

In addition to the contractual obligations noted above, we expect our spend for capital expenditures will remain consistent with 2023. We believe that cash generated from operations, together with existing sources of liquidity, will satisfy the cash requirements for these contractual obligations.

Critical accounting policies and estimates

Our consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expense and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be material. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates. For a summary of all of our accounting policies, including the accounting policies discussed below, see Note 1, Description of Business and Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements.

Recognition of revenues

Our revenues are generated primarily from the sale of hardware products, with essential embedded software. Our revenues also include ~~limited~~ amounts for software products, extended warranty on hardware products and subscription services. Revenue is recognized upon transfer of control of promised products to customers in an amount that reflects the consideration we expect to receive in exchange for those products. We generally recognize product revenues at the time of shipment, provided that all other revenue recognition criteria have been met. Revenues are recognized net of estimated stock returns, volume-based rebates, cooperative marketing allowances, and other incentives that we provide to distributors. Estimated stock rotations, volume-based rebates and cooperative marketing allowances are based on historical experience together with any known future business trends. In determining estimates, variable consideration is estimated at the expected value based on management's analysis of historical data, channel inventory levels, current economic trends and changes in customer demand. Variable consideration estimates are continuously assessed such that is probable that a significant reversal of revenue will not occur. We recognize revenues on extended warranty on a straight-line basis over the term of the extended warranty. We recognize subscription services revenue ratably over the term in which the services are provided and our performance obligation is satisfied. We determine the appropriate revenue recognition for our contracts with customers by analyzing the type, terms and conditions of each contract or arrangement. Certain of our contracts have multiple performance obligations for which we allocate the transaction price to each performance obligation based on the standalone selling price of each distinct product or service in the contract. The standalone selling price is the price at which we expect to be entitled to in exchange for transferring the promised good or service to the customer. 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. In certain cases, the standalone sales price is not directly observable, and we estimate the transaction price allocated to each performance obligation using the expected cost plus margin approach. When, or as, a performance obligation is satisfied, we recognize as revenue the amount of the transaction price that is allocated to that performance obligation. The transaction price recognized excludes an estimate for the consideration related to products we expect to be returned or amounts we expect to refund.

~~Inventory and inventory valuation~~56

~~Inventories~~obligation ~~are~~is ~~stated at the lower of cost or net realizable value~~satisfied. InWe ~~determining~~determine the ~~cost~~appropriate ofrevenue ~~raw~~recognition ~~materials,~~for ~~consumables~~our ~~and~~contracts ~~goods~~with ~~purchased~~customers ~~for~~by ~~resale,~~analyzing the ~~weighted average purchase price is used. For finished goods~~type, ~~cost~~terms isand ~~computed~~conditions asof ~~production~~each ~~cost~~contract ~~including~~or ~~capitalized inbound freight costs~~arrangement.

~~The~~Our ~~valuation~~distributors ofare ~~inventory~~allowed ~~requires~~certain usprice toadjustments ~~estimate~~in ~~excess~~the orform ~~obsolete~~of ~~inventory.~~stock ~~The~~rotation ~~determination~~rights ofand ~~excess~~customer orincentives. ~~obsolete~~In ~~inventory~~determining isthe ~~estimated~~transaction ~~based~~price, onwe aconsider ~~comparison~~stock ofrotation ~~the~~rights ~~quantity~~ and ~~cost~~customer ofincentives ~~inventory on hand~~ to ~~our~~be ~~forecast~~forms of ~~customer~~variable ~~demand, and in~~ consideration. ofThe ~~historical~~Company ~~usage~~estimates ~~and~~variable ~~requires~~consideration ~~significant~~for ~~management~~rebates ~~judgment.~~using Wethe ~~also~~expected ~~consider~~value ~~the~~method. ~~rate~~The atestimate ~~which~~incorporates ~~new~~all ~~products~~reasonably ~~will~~available beinformation, ~~accepted~~including inhistorical ~~the~~rebate ~~marketplace~~experience, ~~and~~current ~~how~~channel ~~quickly~~inventory ~~customers~~levels, ~~will~~macroeconomic ~~transition~~indicators ~~from~~and ~~older~~observable ~~products~~changes toin ~~newer~~customer ~~products~~demand. IfVariable ~~actual~~consideration ~~market~~estimates ~~conditions~~ are ~~less~~continuously ~~favorable~~assessed ~~than~~such ~~those~~that ~~projected~~it byis ~~management,~~probable ~~additional~~that ~~inventory~~a ~~write-downs~~significant ~~may~~reversal beof ~~required,~~revenue ~~which~~will ~~would~~not ~~have~~occur. aOur ~~negative~~distributors ~~impact~~are onalso ~~our~~allowed ~~gross~~certain ~~margin.~~price ~~The~~adjustments ~~actual~~in ~~amount~~the form of ~~inventory~~stock ~~written~~rotation ~~off~~rights. inStock ~~future~~rotation ~~periods~~rights ~~will~~grant ~~likely~~the ~~differ~~distributor ~~from~~ the ~~inventory~~ability ~~excess~~to ~~and~~return ~~obsolete~~certain ~~provisions~~specified ~~reflected~~amounts inof ~~our~~inventory. ~~consolidated~~Stock ~~balance~~rotations ~~sheets~~are ~~due~~an toadditional ~~difference~~form ~~between~~of ~~estimated~~variable ~~and~~consideration. ~~actual~~The ~~future~~Company ~~demand,~~estimates ~~which~~variable ~~could~~consideration ~~have~~for astock ~~material~~rotations ~~effect~~using onthe ~~our~~value ~~net~~of inventory asbeing ~~reported~~held inby ~~our~~its ~~consolidated~~distributors ~~financial~~("channel ~~statements.~~inventory"), ~~Any~~historical ~~adjustments~~returns toexperience ~~the~~and ~~valuation~~a ofqualitative ~~inventory~~adjustment ~~are~~to ~~included~~consider fluctuations in ~~cost~~ending ofchannel ~~revenues.~~inventory Webalance ~~record~~and aactual ~~liability~~returns ~~for~~being ~~firm,~~processed ~~noncancelable,~~in both historical and ~~unconditional~~subsequent ~~purchase~~periods. ~~commitments~~Management ~~with~~believes ~~contract~~that ~~manufacturers~~the ~~and~~accounting ~~suppliers~~estimates ~~for~~related ~~quantities~~to inthese ~~excess~~price ofadjustments ~~our~~are ~~future~~"critical ~~demand~~accounting ~~forecasts~~estimates" ~~consistent~~because ~~with~~significant ~~the~~judgment ~~valuation~~is ofrequired ~~our~~to ~~excess~~estimate ~~and~~the ~~obsolete~~related ~~inventory.~~accruals, Wesuch ~~regularly~~as ~~evaluate~~estimating ~~our~~future ~~exposure~~customer ~~for~~preferences ~~inventory~~that ~~write-downs,~~could ~~and~~impact the ~~adequacy~~rebates ofoffered ~~our~~to ~~liability~~distributors ~~for~~or ~~purchase~~the ~~commitments~~stock being returned.

55Accruals for these programs are recorded as revenue adjustments that reduce gross billings in the period the related sale is recognized. If significant changes in the assumptions used to develop the estimates occur, such as the expected rebate per unit or expected number of units to be rebated, it could impact the Company's results of operations and financial condition.

Inventory valuation

The valuation of inventory requires us to estimate excess or obsolete inventory. The determination of excess or obsolete inventory is estimated based on a comparison of the quantity and cost of inventory on hand to our forecast of remaining lifetime demand, consideration of historical sales or usage and requires significant management judgment. We also consider the rate at which new products will be accepted in the marketplace and how quickly customers will transition from older products to newer products. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required, which would have a negative impact on our gross margin. The actual amount of inventory written off in future periods will likely differ from the inventory excess and obsolete provisions reflected in our consolidated balance sheets due to difference between estimated and actual future demand, which could have a material effect on our net inventory as reported in our consolidated financial statements. Any adjustments to the valuation of inventory are included in cost of revenues.

Income taxes

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement carrying amount and the tax bases of assets and liabilities using enacted income tax rates in effect for the year in which the differences are expected to be recovered or settled. The effect of a change in income tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we would be able to realize our deferred tax asset in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

We may be subject to income tax audits in all the jurisdictions in which we operate and, as a result, we must also assess exposures to any potential issues arising from current or future audits of current and prior years’ tax returns. Accordingly, we must assess such potential exposures and, where necessary, provide a reserve to cover any expected loss. We recognize the benefit of a tax position if it is more likely than not to be sustained. Recognized tax positions are measured at the largest amount more likely than not of being realized upon settlement. To the extent that we establish a reserve, our income tax expense would be increased. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize an income tax benefit during the period in which new information becomes available indicating the liability is no longer necessary. We record an additional income tax expense in the period in which new information becomes available indicating the tax liability is greater than our original estimate.

~~Goodwill~~Long lived assets recoverability and impairment assessment

~~Goodwill~~We isevaluate ~~tested~~our long-lived assets for impairment ~~annually~~by oncompleting ~~December~~a 31quarterly ~~and~~qualitative ~~more~~assessment ~~frequently~~and ifwhenever anevents ~~event~~or ~~occurs~~changes orin circumstances ~~change~~indicate that ~~would more likely than not reduce~~ the ~~fair~~carrying value of ~~our~~these ~~one~~assets ~~reporting~~may ~~unit~~not ~~below~~be ~~its carrying amount~~recoverable. We ~~first~~consider ~~perform a qualitative triggering event assessment which considers significant events and circumstances including the excess of prior year estimates of fair value compared to carrying amount,~~ historical trends and current results, assumptions regarding future performance, operating income or cash flows, strategic initiatives and overall economic factors, including significant negative market or industry trends and macro-economic developments, and sustained declines in our 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. If we determine that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, no further goodwill impairment testing is required. If indicators of impairment are identified, a quantitative impairment test is performed.

We performed a qualitative assessment for 2023 and evaluated whether there were goodwill triggering events that occurred and determined there were not. In particular, we considered our share price declines that resulted in a historic low for the year. We continue to monitor market capitalization and assess potential goodwill impairment triggering events, including the continued impact of slower demand, higher channel inventory and sustained decreases in our share price. If triggering events occur, we will perform a goodwill impairment assessment that may indicate impairment in a future period. 57

~~JOBS~~factors, ~~Act~~including ~~accounting~~significant ~~election~~negative market or industry trends and macroeconomic developments, considered in both absolute terms and relative to peers.

WeConsiderable ~~are~~management anjudgment ~~emerging~~is ~~growth~~necessary ~~company,~~to asestimate ~~defined~~expected infuture ~~the~~cash ~~JOBS~~flows, ~~Act.~~including ~~Under~~evaluating the ~~JOBS~~impact ~~Act,~~of ~~emerging~~operational ~~growth~~and ~~companies~~economic ~~can~~factors ~~delay~~on ~~adopting~~our ~~new~~future orcash ~~revised~~flows, ~~accounting~~all ~~standards~~of ~~issued~~which ~~subsequent~~are subject to ~~the~~uncertainty. ~~enactment~~The ofassumptions ~~the~~and ~~JOBS~~estimates ~~Act~~used ~~until~~involve ~~such~~significant ~~time~~elements asof ~~those~~subjective ~~standards~~judgment ~~apply~~and toanalysis ~~private~~by ~~companies~~management. WeCertain ~~have~~future ~~irrevocably~~events ~~elected~~and ~~not~~circumstances, toincluding ~~avail~~deterioration ~~ourselves~~ of ~~this~~market ~~exemption~~conditions, ~~from~~a ~~new~~decline orin ~~revised~~actual ~~accounting~~and ~~standards~~expected ~~and~~demand, ~~therefore~~among others, ~~are~~could ~~subject~~result in changes to these assumptions and risks. An impairment loss is recognized when the ~~same~~net ~~new~~book value of such assets exceeds the estimated future undiscounted cash flows attributable to the assets or ~~revised~~asset ~~accounting~~group. ~~standards~~If asimpairment ~~other~~is ~~public~~indicated, ~~companies~~the ~~that~~asset ~~are~~is ~~not~~written ~~emerging~~down ~~growth~~to ~~companies~~its estimated fair value.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Interest rate risk

~~With~~We ~~the~~are ~~cessation~~exposed ofto USinterest ~~Dollar~~rate ~~LIBOR~~risk ~~tenors,~~from wefluctuations ~~amended our BofA Credit Agreement~~ in ~~June 2023, to replace~~ the USinterest ~~Dollar~~rate ~~LIBOR~~used ~~with~~to ~~the~~calculate ~~Term~~interest ~~Secured~~expense ~~Overnight~~on ~~Financing Rate, or Term SOFR. This change was applicable to~~ the outstanding ~~debt~~principal ~~under~~on our term loan facility and all outstanding borrowing under our revolving credit facility, which as of December 31, ~~2023~~2025 was $2521.45 million and $045.0 million, respectively. ~~We are exposed to interest rate risk from fluctuations in Term SOFR that is a component of the interest rate used to calculate interest expense on the debt.~~

~~Interest~~As ~~accrues~~a result of our non-compliance with our covenants, our term loan facility and revolving credit facility were converted to Base Rate loans, with interest accruing on the outstanding principal amount of the term loan facility and outstanding borrowing on the revolving credit facility on a quarterly basis ~~and is~~ equal to the ~~Term~~Prime ~~SOFR~~ rate per annum, ~~determined~~plus bya ~~reference~~2.25% toapplicable ~~the~~margin. ~~1-month~~In addition, ~~3-month~~we orare 6being charged a 2% interest penalty while an event of default exists. At December 31, 2025, the effective interest rate on the term loan was 9.45% and the weighted-~~month~~average ~~SOFR~~interest rate ason ~~selected~~the byrevolving credit facility was 9.23%. A hypothetical 100-basis point increase in interest rates, and assuming a consistent applicable margin would result in an additional $0.2 million in interest expense related to our term loan facility and $0.5 million of interest expense related to our revolving credit facility per year. Until we are successful at removing the ~~Company~~event of default, ~~plus~~the 2% interest penalty will result in an ~~applicable~~additional $0.6 million in interest expense related to our term loan facility and $0.9 million of interest expense related to our revolving credit facility per year.

margin. On December 29, 2023, we entered into a second amendment to our credit agreement with Bank of America which increased the applicable margin from 1.75% to 3.25% and will remain at this rate for the duration of the covenant relief period, as defined in the amendment. At December 31, 2023, the effective interest rate on the term loan was 9.2%. A hypothetical 100-basis point increase in interest rates, and assuming a constant applicable margin and required principal payments, would result in an additional $0.3 million in interest expense related to our external debt per year.

Foreign currency exchange rate risk

We conduct business in all parts of the world and are thereby exposed to market risks related to fluctuations in foreign currency exchange rates. The U.S. dollar is the single largest currency in which our revenue contracts are denominated. Any decline in the value of local foreign currencies against the U.S. dollar results in our products and services being more expensive to a potential foreign customer. In those instances where our goods and services have already been sold, receivables may be more difficult to collect. Additionally, in jurisdictions where the revenue contracts are denominated in U.S. dollars and operating expenses are incurred in the local currency, any decline in the value of the U.S. dollar will have an unfavorable impact to operating margins. We have not entered into any foreign currency hedging transactions. We do not purchase or hold any derivative financial instruments for speculation or arbitrage.

We do not hold any cash in any investment accounts and all cash is deposited with financial institutions that management believes are of high credit quality. Our cash consists primarily of U.S. dollar denominated demand accounts.

Credit risk

We consider the credit risk of all customers and regularly monitor credit risk exposures in our trade receivables. Our standard credit terms with our customers are generally net 30 to 60 days. We had one customer representing more than 10% of trade receivables at December 31, ~~2022~~2024 and ~~2023~~2025. In addition, we had two customers representing more than 10% of revenues for the years ended December 31, ~~2021~~2024 and ~~2023 and one customer representing more than 10% of revenues for the year ended December 31, 2022~~2025.

5758

Item 8. Financial Statements and Supplementary Data.

The information required by this item is incorporated by reference to the consolidated financial statements and accompanying notes set forth on pages F-1 through F-2935 of this Annual Report on Form 10-K.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended, or (the "Exchange Act"), as of December 31, ~~2023~~2025, the end of the period covered by this Annual Report on Form 10-K. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its Chief Executive Officer and Interim Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, our Chief Executive Officer and Interim Chief Financial Officer have concluded, that as of December 31, 2023, there were two control deficiencies in our internal control over financial reporting which constituted material weaknesses, and accordingly, our disclosure controls and procedures were not effective.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on such evaluation, our Chief Executive Officer and Interim Chief Financial Officer have concluded material weaknesses existed in our internal control over financial reporting as of December 31, 2025, and accordingly, our disclosure controls and procedures were not effective.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with U.S. GAAP. Under the supervision of, and with the participation of our Chief Executive Officer and Interim Chief Financial Officer, management assessed the effectiveness of internal control over financial reporting as of December 31, ~~2023~~2025.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management based its assessment on criteria established in “Internal Control Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that our internal control over financial reporting was not effective at the reasonable assurance level as of December 31, ~~2023~~2025, due to the material ~~weakness~~weaknesses described below.

~~Based~~Material onWeaknesses ~~this~~Identified assessment, our management concluded that our control environment was ineffective in identifying changes in risk and designing internal controls that are responsive to risks. As a result, certain process-level controls related to the determination of our inventory excess and obsolescence reserve and recoverability of deferred tax assets were not designed effectively in that they were not designed to appropriately evaluate methodology and assumptions, operate with a sufficient level of precision, nor adequately address information utilized in the performance of the controls.

~~The~~During ~~control deficiencies resulted in material errors to our inventory excess and obsolescence reserve and deferred tax asset valuation allowance that have been corrected in~~ the ~~consolidated financial statements as of and for the~~ year ended December 31, ~~2023. Furthermore~~2024, ~~the~~management ~~control~~identified ~~deficiencies described above created a reasonable possibility that a material misstatement to~~ the ~~consolidated~~following ~~financial statements would not be prevented or detected on a timely basis. Therefore, we concluded that the deficiencies represent~~ material weaknesses in our internal control over financial reporting, ~~and~~which ~~our~~have ~~internal control over financial reporting was~~ not ~~effective~~yet asbeen ~~of December 31, 2023.~~ remediated:

IfCompetency. We did not ~~remediated,~~have orsufficient iftechnical accounting expertise and competency within the finance function to appropriately apply U.S. GAAP to complex and non-routine transactions. Specifically, we ~~identify~~did ~~further~~not ~~material~~maintain ~~weaknesses~~adequate inpersonnel ~~our~~with ~~internal~~the ~~controls~~appropriate level of knowledge, ~~our~~experience ~~failure~~and training to ~~establish~~(i) identify accounting issues requiring specialized judgment, (ii) research and ~~maintain~~interpret ~~effective~~relevant ~~disclosure~~accounting ~~controls~~guidance, and ~~procedures~~(iii) design and ~~internal~~execute effective controls over ~~financial~~the ~~reporting~~accounting ~~could~~for ~~result~~such intransactions. ~~material~~As ~~misstatements~~a inresult, ~~our~~certain ~~consolidated~~controls ~~financial~~designed ~~statements~~to prevent or adetect ~~failure~~misstatements toin ~~meet~~a ~~our~~timely ~~reporting~~manner ~~and~~were ~~financial~~not ~~obligations~~operating effectively.

58Accounting policies and procedures. We did not maintain effective controls over financial reporting related to the design and adequacy of our accounting policies and procedures supporting the identification, estimation, and recording of certain

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for “emerging growth companies”.59

~~Management's~~significant ~~Plan~~accounting estimates, specifically, those related to ~~Remediate~~the evaluation of excess and obsolete inventory, the ~~Material~~estimation ~~Weakness~~of expected credit losses, classification of certain supplier prepayments made as current or noncurrent assets and classification of loss on supplier commitment liability as current or noncurrent liabilities; the identification and accounting for variable consideration, and processes and procedures to identify and assess the accounting of non-standard revenue contracts and related terms. Our accounting policies did not provide adequate guidance to ensure that these matters were consistently identified, evaluated and accounted for in accordance with U.S. GAAP, or that changes in relevant facts and circumstances were appropriately reflected in management's accounting conclusions.

~~Management,~~Information ~~with~~technology ~~oversight~~general ~~from~~controls. ~~the~~We ~~Audit~~did ~~Committee~~not ofmaintain ~~our~~effective ~~Board~~controls ofrelated ~~Directors,~~to isthe ~~taking~~design ~~steps~~and tooperating ~~remediate~~effectiveness ~~the~~of ~~control~~information ~~deficiencies~~technology ~~which~~general ~~resulted~~controls inover ~~the~~systems ~~material~~supporting ~~weaknesses~~financial ~~described~~reporting, ~~above~~including bycontrols ~~implementing~~over ~~changes~~logical toaccess, ~~our~~program ~~internal~~change ~~control~~management, ~~over~~and ~~financial~~information ~~reporting~~technology operations. ~~Our~~These ~~plans~~information ~~for~~technology ~~remediation~~general ~~include,~~control ~~but~~deficiencies ~~are~~impacted ~~not~~management's ~~limited~~ability to, ~~the~~rely ~~efforts~~on ~~summarized~~certain ~~below:~~automated controls and system-generated reports.

Rebates and returns. We ~~are~~did ~~engaging~~not amaintain ~~third-party~~effective ~~advisor~~controls over our rebate and returns programs to ~~assist~~ensure ~~management~~they incompletely ~~making~~identified ~~improvements~~relevant ~~over~~contract ~~evaluating~~terms and ~~documenting~~program ~~our~~features ~~assessment~~were ofappropriately ~~excess~~evaluated, and ~~obsolescence~~that ~~reserves~~rebate and returns accruals were estimated using reasonable and supportable assumptions that reflect expected customer behavior and historical experience as required under ASC 606, Revenue from Contracts with Customers. In addition, controls were not sufficiently precise to ensure that changes in rebate programs, pricing arrangements, sales trends, channel inventory amounts, and other relevant inputs were timely incorporated into the estimation of variable consideration.

~~Enhancing~~Excess orand ~~designing~~obsolete ~~and~~inventory. ~~implementing~~We did not maintain effective controls over financial reporting related to the ~~completeness~~identification, estimation and ~~accuracy~~recording of ~~information~~excess ~~used~~and inobsolete ~~financial~~inventory ~~reporting~~reserves for finished goods and ~~forecasted~~component ~~financial~~inventory. ~~results~~Specifically, ~~particularly~~we asdid itnot ~~relates~~design and maintain effective controls to ~~our~~ensure ~~assessment~~that ofinventory ~~underlying~~items ~~assumptions~~that ~~about~~were ~~demand~~excess, ~~for~~slow-moving, ~~our~~or ~~products~~obsolete were identified timely and appropriately evaluated based on remaining lifetime demand, ~~together~~product ~~with~~life ~~procedures~~cycles, customer requirements, and ~~documentation~~technological changes. In addition, controls were not sufficiently designed or operating effectively to ~~corroborate~~ensure ~~our~~that ~~assessment~~inventory ofreserve ~~the~~estimates ~~underlying~~were developed using reasonable and supportable assumptions, ~~about~~including ~~demand~~consideration ~~for~~of ~~our~~historic ~~products~~sales or usage and remaining lifetime demand.

Impairment accounting. We ~~are~~did ~~engaging~~not amaintain ~~third-party~~effective ~~advisor~~controls over the timely identification of impairment triggering events or the proper evaluation and recording of impairments related to ~~assist~~long-lived ~~management~~assets in ~~making~~accordance ~~improvements~~with toASC ~~our~~360, ~~evaluation~~Property, Plant and ~~documentation~~Equipment. Specifically, we did not ensure that events or changes in circumstances indicating that the carrying amounts of ~~accounting~~individual ~~for~~long-lived ~~deferred~~assets ~~tax~~may ~~valuation~~not ~~allowances~~be recoverable were identified and assessed on a timely basis. Additionally, controls were not adequately designed or operating effectively to ensure that, upon identification of a triggering event, appropriate qualitative and quantitative impairment analyses were performed and that any resulting impairment charges were accurately measured and recorded in the appropriate reporting period.

~~Enhancing~~Income ortaxes. ~~designing~~We ~~and~~did ~~implementing~~not maintain effective controls over the ~~accounting~~identification, ~~for~~evaluation, ~~income~~and ~~taxes~~timely recording of valuation allowances in accordance with ASC 740, Income Taxes. Specifically, controls were not designed or operating effectively to ensure ~~the~~that ~~appropriate~~all ~~recording~~available positive and negative evidence relevant to the realizability of deferred ~~income~~tax ~~taxes~~assets was appropriately identified, evaluated, and monitored on a timely basis. Additionally, we did not maintain effective controls to ensure that changes in facts and circumstances affecting the realizability of deferred tax ~~valuation~~assets ~~allowances~~were consistently incorporated into management's conclusions regarding the need for, and ~~related~~amount ~~disclosures~~of, a valuation allowance, or that resulting deferred tax balances were recorded in the appropriate reporting period.

WeClassification ~~expect~~of toprepaid ~~continue~~supplier ~~our~~payments ~~efforts~~and toloss ~~remediate~~on ~~the~~commitment ~~material weakness as described above through fiscal year 2024~~liability. We ~~believe~~did ~~that~~not ~~the~~maintain ~~implementation~~effective ~~of the above steps will allow us to address the deficient~~ controls ~~within~~over our ~~internal~~classification ~~controls environment, which will facilitate the remediation~~ of ~~the~~prepaid ~~material~~supplier ~~weakness.~~payments ~~As we continue to evaluate~~ and ~~work~~loss toon ~~improve~~supplier ~~our~~commitment ~~internal~~liability. ~~control~~Specifically, ~~over~~controls ~~financial~~were ~~reporting,~~not wedesigned ~~will~~or ~~take~~operating ~~additional~~effectively ~~measures~~ to ~~address~~ensure ~~control~~that ~~deficiencies~~relevant, ~~and~~available ~~we may modify certain of the remediation measures described above. Following our design~~ and ~~implementation~~knowable ofinformation ~~our~~was ~~remediation~~adequately ~~efforts,~~used ~~we will need~~ to ~~demonstrate~~determine ~~their operating effectiveness. We will not be able to consider~~ the ~~material~~appropriate ~~weakness~~noncurrent ~~remediated~~portion ~~until~~of the ~~applicable~~supplier ~~remedial~~prepayments ~~controls operate for a sufficient period of time~~ and ~~our~~loss ~~management~~on ~~has~~supplier ~~concluded,~~commitment ~~through testing, that our controls are operating effectively~~liability.

Estimate of the allowance for credit losses. We did not maintain effective controls over the evaluation and timely recording of bad debt expense. Specifically, controls were not designed or operating effectively to ensure that certain adjustments to accounts receivable were recorded on a timely basis in the appropriate reporting period.

If not remediated, or if we identify further material weaknesses in our internal controls, our failure to establish and maintain effective disclosure controls and procedures and internal controls over financial reporting could result in future material misstatements in our consolidated financial statements.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm as established by the rules of the SEC for small reporting companies and non-accelerated filers.

Management's Plan to Remediate the Material Weaknesses

Management, with oversight from the Audit Committee of our Board of Directors, has been and is continuing to take steps to remediate the material weaknesses described above by implementing changes to our internal control over financial reporting. Our plans for remediation include, but are not limited to, the efforts summarized below:

•

Hiring additional personnel and/or continuing to engage contractors and third-party advisors with technical accounting expertise and competency to appropriately apply U.S. GAAP to complex and non-routine transactions.

•

Enhancing monitoring of user access and change management by performing comprehensive review of user roles and permissions.

•

Implementing enhanced controls over the calculation of the estimate for incentives associated with distributor rebates, particularly as it relates to the completeness and accuracy of the information produced by the entity (IPE) and assumptions used in developing the estimate of future rebates to be issued, as well as control over the information produced, including spreadsheets, reports and data by our IT systems, to develop these estimates.

•

Implementing enhanced controls over the calculation of estimate for sales returns, particularly as it relates to the assumptions used in the estimate of returns to be received.

•

Enhancing or designing and implementing controls over the completeness and accuracy of information used in financial forecasts used to calculate the estimate of excess and obsolete inventory and impairment analysis, particularly as it relates to our assessment of underlying assumptions about demand for our products, together with procedures and documentation to corroborate our assessment of the underlying assumptions about demand for our products.

•

Enhancing or designing and implementing controls over the accounting for income taxes to ensure the appropriate recording of deferred income taxes, deferred tax valuation allowances and related disclosures. Also, engaging a third-party advisor to assist management in making improvements to our evaluation and documentation of accounting for deferred tax valuation allowances.

•

Enhancing or designing and implementing controls over the completeness and accuracy of information used in our assessment to determine the appropriate noncurrent portion of the supplier prepayments and loss on supplier commitments liability.

•

Enhancing or designing and implementing controls over the completeness of information used in the determination of our allowance for credit losses, particularly as it relates to our assessment of the underlying assumptions about the collectability of aged accounts receivable, together with procedures and documentation to corroborate our assessment of the underlying assumptions about the collectability of aged accounts receivable.

We expect to continue our efforts to remediate the material weakness as described above through fiscal year 2026. We believe that the implementation of the above steps will allow us to address the deficient controls within our internal controls environment, which will facilitate the remediation of the material weakness. As we continue to evaluate and work to improve our internal control over financial reporting, we will take additional measures to address control deficiencies and we may modify certain of the remediation measures described above. Following our design and implementation of our remediation efforts, we will need to demonstrate their operating effectiveness. We will not be able to consider the material weakness remediated until the applicable remedial controls operate for a sufficient period of time and our management has concluded, through testing, that our control is operating effectively.

Changes in Internal Control

We are working towards implementing processes and procedures to address the material weaknesses noted above. There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act for the ~~year~~quarter ended December 31, ~~2023~~2025 other than the identification of the material weaknesses and the remediation plan disclosed above that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

None.

Item 9B. Other Information.

~~None~~During the year ended December 31, 2025, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Securities and Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection.

Not Applicable.

5962

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

~~Information~~Our ~~required~~board byof ~~Part~~directors ~~III,~~currently ~~Item~~consists 10of seven directors, ~~will~~who beare ~~included~~divided ininto ~~our~~three ~~Proxy~~classes ~~Statement~~with ~~relating~~staggered, tothree-year ~~our~~terms. ~~2024~~Our ~~annual~~Amended ~~meeting~~and ofRestated ~~shareholders~~Memorandum toand beArticles ~~filed~~of ~~with~~Association provides that the ~~SEC~~authorized ~~within~~number ~~120~~of ~~days~~directors ~~after~~may ~~the~~be ~~end~~changed only by resolution of our ~~year~~board ~~ended~~of ~~December~~directors. ~~31,~~The ~~2023,~~following ~~and~~table issets ~~incorporated~~forth ~~herein~~information bywith ~~reference.~~respect to our board of directors as of April 20, 2026.


Name	Age	Director Since	Board Committees
Class I Directors
Atul Bhatnagar	69	April 2018		—
Alexander Slusky	58	August 2011	Compensation Committee (Chair)
Morgan Kurk	56	August 2023		—
Class II Directors
Vikram Verma	61	January 2019	Audit Committee, Compensation Committee
Robert Amen (Chairman)	52	August 2011		—
Class III Directors
Bruce Felt	68	May 2018	Audit Committee (Chair)
Kevin Lynch	57	June 2020	Audit Committee

There was no change in the composition of our board of directors during 2025. Additional biographical descriptions are set forth in the text below.

Class I Directors

Alexander R. Slusky has served as a member of our board of directors since August 2011. Since its inception in 1997, Mr. Slusky has served as Managing Director and Founding Partner of Vector Capital and its affiliated funds. From 1995 until 1997, Mr. Slusky led the technology equity practice at Ziff Brothers Investments, managing a portfolio of public and private technology investments which later became Vector Capital. From 1992 until 1995, Mr. Slusky was an investor at New Enterprise Associates, a venture capital firm where he focused on venture investments in software, communications, and digital media. Mr. Slusky holds a Bachelor’s degree in Economics from Harvard University and a Master of Business Administration from Harvard Business School. In addition to Cambium, Mr. Slusky currently serves on the board of directors of Rocket Lab, a space systems company, and previously served on the board of directors of Technicolor SA, a digital media solutions company.

Atul Bhatnagar served as our President and Chief Executive Officer from February 2013 to August 2023. He was chief executive officer of ExperienceFlow AI from November 2024 to February 2025. He was on the board of directors of Cambium Networks, Ltd., the company through which we conduct our business from September 2014 to August 2023. In connection with our IPO, Mr. Bhatnagar was appointed as a member of our board of directors in April 2018. Prior to joining us, Mr. Bhatnagar served as the President and Chief Executive Officer of Ixia, a company that provided test and measurement equipment and applications to maintain wireless and wireline computer networks, from March 2008 until May 2012. Mr. Bhatnagar holds a B.S. degree in Electrical Engineering from the Birla Institute of Technology and Sciences and a M.S. in Electrical Engineering from the University of New Mexico, Albuquerque.

Morgan Kurk has been our President and Chief Executive Officer and a member of our Board of Directors since August 2023. From September 2021 to April 2023 he was President, Personal Protection Equipment at Honeywell. Prior to that, Mr. Kurk held roles at CommScope, as Chief Technology Officer, Executive Vice President, and Executive Vice President of the Broadband Segment from April 2019 to July 2021, Chief Operating Officer from April 2018 to July 2021, Chief Technology Officer from October 2015 to January 2018, Senior Vice President, Wireless from April 2012 to October 2015, and Senior Vice President, Enterprise from November 2009 to July 2012. Mr. Kurk holds an M.S.E.E. Electromagnetics and Optics from the University of Michigan, and an M.B.A., Marketing and Finance from Northwestern University, Kellogg School of Management.

Class II Directors

Robert Amen has served as a member of our board of directors since August 2011, as our Chairman of the Board since 2018 and a member of our Audit Committee from June 2019 to June 2020. Mr. Amen joined Vector Capital as an Associate in 1999 and became Managing Director in 2012. Before joining Vector Capital, Mr. Amen was a Business Development Manager at Microsoft Corporation and a Corporate Finance Analyst in the Technology practice at Montgomery Securities. Mr. Amen currently sits on the Board of Directors of Leap Event Technology, MoxiWorks, IPVALUE, and Showpad. Previous board assignments include CollabNet VersionOne (acquired by TPG Capital), Cloudsense (acquired by Skyvera), Corel (acquired by KKR), Idera (acquired by TA

Associates), McGraw Hill Education and Precise Software Solutions (acquired by Idera). Mr. Amen has a B.A. in history and economics from Stanford University and a M.B.A from The Wharton School.

Vikram Verma has served as a member of our board of directors since January 2019 and serves on our audit and compensation committees. Mr. Verma served as Chief Executive Officer of 8x8, a cloud communication services company, from September 2013 to December 2020 and as a director of 8x8 from January 2012 to December 2020. From October 2008 through August 2013, Mr. Verma was President of Strategic Venture Development for Lockheed Martin. From 2006 through 2008, Mr. Verma was President of the IS&GS Savi Group, a division of Lockheed Martin. Prior to 2006, Mr. Verma was Chairman and Chief Executive Officer of Savi Technology through its acquisition by Lockheed Martin. Mr. Verma has served as a member of the board of directors of RAE Systems (acquired by Honeywell International), Blackfire (acquired by ROKU, Inc.) and Ping Identity Holding Corp. (acquired by Thoma Bravo). He currently serves on the board of directors of Cyara (Lead Independent Director), Zingtree, Genesis Digital, LLC (Executive Chairman, Board of Managers), SecureAuth Corporation (Chairman), TokenEX (now called IXOPAY) (Chairman), and the Advisory Board of Wiliot. Mr. Verma received a Bachelor of Science Electrical Engineering (B.S.E.E.) degree from Florida Institute of Technology, a Master of Science Electrical Engineering (M.S.E.) degree from the University of Michigan, and a graduate degree of Engineer in Electrical Engineering from Stanford University.

Class III Directors

Bruce Felt has served as a member of our board of directors since May 2018 and is the chair of our audit committee. Mr. Felt has served as Chief Financial Officer Kong, a software API management company, since January 2026. He served as the Chief Financial Officer of Domo, a cloud-based enterprise software company from August 2014 to March 2023. From June 2012 to June 2014, Mr. Felt served as the Chief Financial Officer of Ten-X, an online real estate marketplace. From October 2006 to June 2012, Mr. Felt served as the Chief Financial Officer of SuccessFactors, a cloud-based human capital management software company. Mr. Felt is currently a member of the board of directors of Veridigm Inc., a provider of practice management and electronic health records technology, Job & Talend, a labor marketplace, Betterworks, a human capital management software company and Human Interest, a provider of retirement plans for small and medium sized businesses. Mr. Felt was a member of the board of directors of Evolent Health, a healthcare services company from June 2015 to January 2021. Mr. Felt holds a B.S. in accounting from the University of South Carolina and a M.B.A. from Stanford University Graduate School of Business.

Kevin Lynch has served as a member of our board of directors since June 2020 and serves on our audit committee. Mr. Lynch, has, from January 2011 to present, managed all investing and tax planning for the Lynch Family Office. From March 2001 to December 2010, Mr. Lynch was a partner at Jana Partners LLC, a value-oriented, event-driven fund with a sub-strategy of activist investing and was a member of the investment committee. From August 1999 to March 2001, Mr. Lynch was an associate with Sagaponack Partners LP, a private equity investment firm, from January 1995 to August 1997 he was an associate with the private equity investment firm Cornerstone Equity Investors LLC and from 1990 to 1995, Mr. Lynch worked in various accounting and investment areas of Prudential Financial, Inc. From March 2016 to March 2019, Mr. Lynch was a member of the board of directors of the Investment Technology Group, Inc., and served on the capital committee from 2016 to 2019 and the audit committee from 2018 to 2019, when the company was acquired by Virtu Financial, Inc. in March 2019. Mr. Lynch holds a B.S. in finance from Penn State University and an M.B.A. from Columbia Business School. He is a Chartered Financial Analyst and a member of the CFA Institute.

Board of Directors’ Role in Risk Oversight

Our board of directors takes an enterprise-wide approach to risk management that seeks to complement our organizational objectives, strategic objectives, long-term organizational performance and the overall enhancement of shareholder value. Our board of directors believes that its oversight of the executive team’s management of risks confronting the Company is one of its most important areas of responsibility, and directly oversees corporate and product strategy, executive succession planning, and other matters reserved to the full board. In addition the full board assesses and considers the risks we face on an ongoing basis, including risks that are associated with our financial position and cash management, our competitive position and the impact of our operations on our cost structure, as well as our noncompliance with listing standards of The Nasdaq Stock Market, our delisting from the Nasdaq Stock Market, our ordinary shares trading on the OTC Expert Market, and the filing requirements of the SEC. In addition, our board of directors reviews and assesses risks associated with the current state of trade relations and global tariffs, inflationary pressures, a potential global recession, cybersecurity events, the increasing use of artificial intelligence and generative AI tools, excess and obsolete inventory, declining sales, and the impact of the political tensions, including the conflict in Russia, Belarus and Ukraine, the conflict between Iran and the United States and Israel and other tensions in the Middle East and elsewhere, as well as the relationship between the U.S. and China, and discusses these risks with management. Our board of directors’ approach to risk management includes understanding the risks we face, analyzing them with the latest information available and determining with management the steps that should be taken to manage those risks, with a view toward the appropriate level of risk for a company of our size and financial condition.

Certain committees of our board of directors actively manage risk within their given purview and authority.

•

Our audit committee has primary responsibility for assisting the board of directors with risk oversight and has the responsibility for overseeing our major financial, legal and regulatory risk exposures, which span a variety of areas

including our financial statements, privacy and data security, environmental risks and disclosure, corporate governance, legal and regulatory compliance, reputational and policy matters, financial reporting and cybersecurity, as well as risks associated with our internal control over financial reporting and any weaknesses in these controls. Our audit committee also oversees the steps our management has taken to monitor and control these exposures, including policies and procedures for assessing and managing risk and related compliance efforts.

•

Our compensation committee evaluates risks arising from compensation policies and practices and maintains oversight of the design and administration of compensation programs and policies.

•

Each of our committees provides reports to the full board of directors regarding these and other matters.

Management, led by our CEO and executive team, implements and supervises day-to-day risk management processes and reports to the board and its committees on significant matters.

Board Leadership Structure

Currently, the roles of chairman of the board of directors and chief executive officer are separated. Our board of directors believes that having separate positions is appropriate for us and demonstrates our commitment to good corporate governance. Our board of directors has elected Mr. Amen chairman of the board and believes that he is the person best positioned to ensure that the time and attention of our Board is focused on the matters most critical to our business, including management oversight and risk assessment as a result of his in-depth knowledge of our business, opportunities and challenges. Our CEO is then better able to focus on our day-to-day business and corporate strategy, and convey management's perspective to the board of directors. Our board of directors believes that this current leadership structure provides effective independent oversight of management and best serves the shareholders.

Meetings of the Board of Directors

Our board of directors held sixteen (16) meetings and acted by written consent four (4) times during the year ended December 31, 2025. During 2025, each person currently serving as a director attended at least 75% of the aggregate of the total number of meetings of the board of directors and each committee of which he was a member. Each director is also encouraged to attend the Company’s annual general meeting of shareholders, although we did not hold an annual general meeting of shareholders during 2025.

Committees of the Board of Directors

Our board of directors has established an audit committee and a compensation committee. Although our ordinary shares are no longer listed on Nasdaq, we continue to adhere to Nasdaq's listing rules and are relying on the controlled company exemption under the rules that do not require us to form a nominating and corporate governance committee as long as we are majority owned by Vector Capital and its affiliates, and the independent members of our board of directors are responsible for nominations of directors.

Each committee operates pursuant to a written charter that has been approved by our board of directors. A copy of the current charter for each of the audit committee and compensation committee is available on our website at www.cambiumnetworks.com. We do not intend for the website address listed in Annual Report on Form 10-K to be an active link or to otherwise incorporate the contents of our website into this Annual Report on Form 10-K. The audit committee met seven (7) times and acted by written consent two (2) times during 2025, and the compensation committee met three (3) times during 2025. The members of the audit committee and compensation committee are noted in the table below:


Audit Committee		Compensation Committee
Bruce Felt (Chair)		Alexander Slusky (Chair)
Vikram Verma		Vikram Verma
Kevin Lynch

Audit Committee

Our audit committee consists of Bruce Felt, Vikram Verma and Kevin Lynch, with Mr. Felt serving as the chair. Our board of directors has determined that each of Messrs. Felt, Verma and Lynch are independent within the meaning of Rule 10A-3 under the Exchange Act. Our board of directors has also determined that Mr. Felt is an “audit committee financial expert” as defined by the applicable SEC rules and has the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq.

In accordance with our audit committee charter, our audit committee is responsible for, among other things:

•

overseeing our corporate accounting and financial reporting processes and our internal controls over financial reporting;

•

evaluating the independent registered public accounting firm’s qualifications, independence and performance;

•

engaging and approving the compensation of the independent registered public accounting firm;

•

approving the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;

•

reviewing our consolidated financial statements;

•

reviewing our critical accounting policies and estimates and internal controls over financial reporting;

•

discussing with management and the independent registered public accounting firm the results of the annual audit and the reviews of our quarterly consolidated financial statements;

•

aiding the board in matters of risk management including privacy and data security;

•

reviewing our environmental, social and governance initiatives; and

•

such other matters that are specifically designated to the audit committee by our board of directors from time to time.

Our audit committee operates under a written charter that satisfies the applicable standards of the SEC.

Compensation Committee

Our compensation committee consists of Alexander Slusky and Vikram Verma, with Mr. Slusky serving as chair. Although our ordinary shares are no longer listed on Nasdaq, we continue to adhere to Nasdaq’s listing rules and rely on certain exemptions afforded to controlled companies under the Nasdaq corporate governance rules, which exempt us from the requirement that we have a compensation committee composed entirely of independent directors. We intend to comply with future requirements to the extent they become applicable to us. We believe the inclusion of Mr. Slusky, a non-independent director, as chairman of our compensation committee is in the best interests of our company and shareholders because Mr. Slusky has relevant skills and experience that makes him qualified to research, assess and recommend executive compensation plans, and create competitive retention strategies, balancing our financial goals with investor expectations as a result of his role working with various portfolio companies of Vector Capital, where he is Chief Investment Officer.

In accordance with our compensation committee charter, our compensation committee is responsible for, among other things:

•

reviewing and approving policies relating to compensation and benefits of our officers and employees, including reviewing and approving corporate goals and objectives relevant to compensation of the Chief Executive Officer and other senior officers;

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evaluating the performance of the Chief Executive Officer and other senior officers in light of those goals and objectives;

•

setting compensation of the Chief Executive Officer and other senior officers based on such evaluations;

•

administering the issuance of options and restricted share units and any other equity awards under our equity-based incentive plans; and

•

such other matters that are specifically designated to the compensation committee by our board of directors from time to time.

The compensation committee operates under a written charter that satisfies the applicable standards of the SEC. The compensation committee may form and delegate authority to subcommittees consisting of one or more members when it deems appropriate.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2025, none of the members of our compensation committee is or has been an officer or employee of the Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Code of Business Conduct and Ethics

Our board of directors has adopted a code of business conduct and ethics, which establishes the standards of ethical conduct applicable to all of our directors, officers and employees, and a code of ethics for senior financial officers that applies to our Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer, the Controller and persons performing similar functions. A copy of our code of business conduct and ethics is posted on our website, www.cambiumnetworks.com. In addition, we intend to

post on our website all disclosures that are required by law or the listing rules of any exchange upon which our shares are traded concerning any amendments to, or waivers from, any provision of the code of business conduct. The reference to our web address does not constitute incorporation by reference of the information contained at or available through our website.

Director Nomination Process

Our full board of directors is responsible for identifying individuals qualified to serve as directors, and for selecting nominees for election as directors, except where we are legally required by contract, law or otherwise to provide third parties with the right to nominate. The process followed by our board of directors to identify and evaluate director candidates includes requests to other board members as well as other existing contacts for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates. Our board may use a third-party search firm in those situations where particular qualifications are required or where existing contacts are not sufficient to identify an appropriate candidate.

Shareholders may recommend individuals for consideration as potential director candidates. Any such proposals should be submitted to our corporate secretary at our principal executive offices and should include appropriate biographical and background material to allow our board of directors to properly evaluate the potential director candidate and the number of our shares beneficially owned by the shareholder proposing the candidate. Assuming that biographical and background material has been provided on a timely basis, any recommendations received from shareholders will be evaluated in the same manner as other potential nominees considered by our board of directors. If our board of directors determines to nominate a shareholder-recommended candidate and recommends his or her election, then his or her name will be included on our proxy card for our next annual meeting of shareholders.

Shareholder Communications

Any shareholder or other interested party who wishes to communicate with our board of directors or any individual director may send written communications to our board of directors or such director c/o Corporate Secretary, Cambium Networks Corporation, c/o Cambium Networks, Inc., 2000 Center Drive, Suite East A401, Hoffman Estates, Illinois 60192, attention Chief Legal Officer. The communication must include the shareholder’s name, address and an indication that the nominating person is our shareholder. The Corporate Secretary will review any communications received from shareholders and will forward such communications to the appropriate director or directors, or committee of our board of directors, based on the subject matter.

Section 16(a) Reports

The members of our board of directors, executive officers and beneficial holders of more than ten percent (10%) of the outstanding ordinary shares are subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, or the Exchange Act, which requires them to file reports with respect to their ownership of our securities. To our knowledge, based solely upon the copies of Section 16(a) reports and written representations which we received from such persons for their 2024 fiscal year transactions in our ordinary shares and their ordinary shares holdings, we believe that all reporting requirements under Section 16(a) for 2024 were met in a timely manner by our directors, executive officers and greater than ten percent (10%) beneficial owners.

Executive Officers

The executive officers of the Company are elected each year at the meeting of our board, which precedes the annual general meeting of shareholders, and at other board meetings, as appropriate. As of April 20, 2026, the executive officers of the Company were as follows:


Name	Age	Position(s)
Morgan Kurk	56	President and Chief Executive Officer and Director
Mitchell Cohen*	70	Interim Chief Financial Officer
Scott Imhoff	57	Senior Vice President, Product Management
Sally Rau	67	Senior Vice President, Chief Legal and HR Officer
Vibhu Vivek	58	Senior Vice President, Products

*Mitchell Cohen joined as Interim Chief Financial Officer effective December 18, 2025.

Morgan Kurk has been our President and Chief Executive Officer and a member of our board of directors since August 2023. From September 2021 to April 2023 he was President, Personal Protection Equipment at Honeywell. Prior to that, Mr. Kurk held roles at CommScope, as Chief Technology Officer, Executive Vice President, and Executive Vice President of the Broadband Segment from April 2019 to July 2021, Chief Operating Officer from April 2018 to April 2019, Chief Technology Officer from October 2015 to January 2018, Senior Vice President, Wireless from April 2012 to October 2015, and Senior Vice President, Enterprise from

November 2009 to July 2012. Mr. Kurk holds an M.S.E.E. Electromagnetics and Optics from the University of Michigan, and an M.B.A., Marketing and Finance from Northwestern University, Kellogg School of Management.

Mitchell Cohen has served as our interim Chief Financial Officer since December 18, 2025. Mr. Cohen has extensive public company, private equity, and high-growth/startup financial organization leadership experience spanning various industries, with experience driving transformational financial performance, delivering increases in shareholder value, and leading complex corporate transactions, including acquisitions and divestitures, debt financing, restructuring, and liquidity management. He is adept at stepping into challenging environments to stabilize operations, restore confidence, and accelerate performance improvements. He has provided chief financial officer and consultant services to companies since 2018 and acted as interim chief financial officer to a variety of companies since 2022, serving in such capacity for Cerence, Redbox Entertainment, Blue Apron and Cytodyn. He holds a Bachelor of Arts, Accounting & Economics from Queens College.

Scott Imhoff has served as our Senior Vice President, Product Management since July 2016. Mr. Imhoff joined us in October 2011 from Motorola Solutions and served in a variety of business development positions, including Director of Business Development, Vice President of Global Partner Development, and Vice President and Senior Vice President of Product Management. Mr. Imhoff holds a B.S. in Economics from Iowa State University and a M.B.A. from Lake Forest Graduate School of Management.

Sally Rau has served as our General Counsel since February 2015 and as our Chief Legal and HR Officer since August 2024. In the period between 2014 and 2015, Ms. Rau was a consultant for law firms in the San Francisco Bay Area. Prior to 2014, Ms. Rau served as General Counsel of Velti, a provider of mobile marketing and advertising technology and solutions, a position she held from August 2010 until December 2013. From June 1998 until September 2010, Ms. Rau was a lawyer, and, from 2000 a partner, at DLA Piper LLP, a global law firm. Ms. Rau holds a B.A. in History from the University of California, Berkeley, and a J.D. from the University of Oregon School of Law. Ms. Rau is a member of the State Bar of California.

Vibhu Vivek has served as our Senior Vice President, Products since June 2013. Prior to joining us, he served as Senior Director of Engineering from January 2007 to November 2008, and Vice President of Engineering from November 2008 until June 2013, for the Enterprise Network and Communications Business Unit within Motorola Solutions. Mr. Vivek holds a B.S. in engineering from the Indian Institute of Technology Delhi, a M.S. in engineering from Indian Institute of Technology and a M.S. in civil engineering from the University of Maine.

Insider Trading Policy

We have an Insider Trading Policy governing the purchase, sale and other dispositions of our securities that applies to the Company and its personnel, including officers, directors, all other employees, and other covered persons (the “Insider Trading Policy”). The Insider Trading Policy was filed as an exhibit to our annual report on Form 10-K for the year ended December 31, 2024.

The Insider Trading Policy prohibits our officers, directors and all other employees from trading in our securities or in the securities of another company while in possession of material non-public information. The Insider Trading Policy also prohibits disclosing material nonpublic information about us or another company, to others who may trade on the basis of that information, and provides information about our quarterly restricted trading periods.

Our Insider Trading Policy prohibits our directors, officers, employees, consultants, contractors and advisors engaging in transactions in publicly-traded options, such as puts and calls, and other derivative securities with respect to the Company’s securities. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding Company securities.

These policies were established in part because transactions in derivative securities may reflect a short-term and speculative interest in the Company’s securities and may create the appearance of impropriety, even where a transaction does not involve trading on inside information. Trading in derivatives may also focus attention on short-term performance at the expense of the Company’s long-term objectives. In addition, the application of securities laws to derivatives transactions can be complex, and persons engaging in derivatives transactions run an increased risk of violating securities laws.

In addition, our Insider Trading Policy prohibits our employees from pledging the Company’s securities as collateral for loans. Short sales with respect to the Company’s securities are prohibited under our Insider Trading Policy.

Although our insider trading policy also includes certain requirements relating to Rule 10b5-1 trading plans, none of our officers, directors or other employees currently has in place a Rule 10b5-1 trading plan.

Item 11. Executive Compensation.

~~Information~~Executive ~~required~~Compensation by Part III, Item 11, will be included in our Proxy Statement relating to our 2024 annual meeting of shareholders to be filed with the SEC within 120 days after the end of our year ended December 31, 2023, and is incorporated herein by reference.

This section discusses the material components of the executive compensation program in the fiscal year ended December 31, 2025 for our “named executive officers.” As a smaller reporting company, the SEC defines our named executive officers as (i) any individual serving as our Chief Executive Officer during the fiscal year; (ii) our two most highly compensated executive officers other than the Chief Executive Officer, who were serving as such as of December 31, 2025; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to (ii) but for the fact they were not serving as an executive officer at the end of the year.

Overview

This section provides a discussion of the compensation paid or awarded to our President and Chief Executive Officer and our two other most highly compensated executive officers as of December 31, 2025. We refer to these individuals as our “named executive officers.” As a “smaller reporting company” and pursuant to the rules of the SEC, the Company is providing compensation information for the following individuals as our named executive officers:

     * Morgan Kurk, President and Chief Executive Officer and Director

    

     * Vibhu Vivek, Senior Vice President, Product

    

     * Sally Rau, Chief Legal and HR Officer

    

     * John Waldron, former Acting Chief Financial Officer (1)

    

(1) Mr. Waldron served as Vice President, Finance and Accounting from May 1, 2025, until appointed as our Acting Chief Financial Officer from August 26, 2025 to December 18, 2025, and following the appointment of Mitchell Cohen as interim Chief Financial Officer on December 18, 2025, Mr. Waldron continues to serve as our Vice President, Finance and Accounting.

Our current executive compensation program is intended to align executive compensation with our business objectives and with the interests of our shareholders, and to enable us to attract, retain and reward executive officers who contribute to our long-term success. The compensation paid or awarded to our named executive officers is generally based on the assessment of each individual’s performance compared against the business objectives established for the fiscal year as well as our historical compensation practices, the overall financial success of the Company, and our ability to meet shareholder objectives. We provide each of our named executive officers, other than John Waldron, with an annual base salary, annual incentive compensation and long-term incentives. John Waldron, hired as a consultant to the Company through a third party consulting firm, is paid an hourly rate and does not participate in any incentive compensation programs or other benefits offered by the Company.

The details of our 2025 executive compensation program are discussed below.

Role of the Compensation Committee and Management

Pursuant to its charter, the compensation committee is responsible for reviewing, evaluating, and approving the compensation arrangements of our executive officers and for establishing and maintaining our executive compensation policies and practices. Our compensation committee seeks input and receives recommendations from members of our executive management team when discussing the performance and compensation of other executive officers, and in assessing the financial and accounting implications of our compensation program and hiring decisions. Although the compensation committee is authorized to engage its own independent advisors to provide advice on matters related to executive compensation and general compensation programs, no compensation consultants were engaged with respect to our 2025 compensation program. For additional information on the compensation committee, see “Committees of the Board of Directors — Compensation Committee” elsewhere in this annual report.

During 2025, our compensation committee reviewed and determined our executive compensation, including base salaries, bonuses, and equity awards, as applicable, to further align our compensation program with shareholder interests and our long-term business and operational goals, with the goal of providing appropriate compensation and incentives for our executive officers in light of the Company's financial situation. The compensation committee reviewed the performance of our executive officers, taking into consideration financial, operational, customer, strategic, product, and competitive factors.

The role of management is to preliminarily design our executive compensation program, policies, and governance, and to make recommendations to the compensation committee regarding these matters, with the ultimate approval of the compensation program made by the compensation committee. Management reviews the effectiveness of our compensation program, including competitiveness and alignment with our objectives. Management also recommends changes to our compensation program to help promote achievement of program objectives and reviews and makes recommendations with respect to the adoption and approval of, or

amendments to, company-wide incentive compensation plans. Except with respect to their individual compensation, our Chief Executive Officer, Chief Financial Officer and Chief Legal and HR Officer made compensation recommendations to the compensation committee with respect to base salaries, bonuses, and equity awards for our executive officers, including our named executive officers, which were taken into account by the compensation committee in making its decisions regarding executive compensation.

Base salary

Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components of our executive compensation program. The relative levels of base salary for our named executive officers are designed to reflect each executive officer’s scope of responsibility and accountability with us. In 2025, we did not increase base salaries for our executive officers given our financial position, and accordingly annual base salaries for Mr. Kurk, Mr. Vivek, and Ms. Rau remained at prior year levels, of $500,000, $413,700, and $337,080 respectively. We paid a third party consulting firm for Mr. Waldron's services, resulting in total compensation of $540,400 paid to the consulting firm during 2025 for Mr. Waldron's services. Please see the “Salary” column in the 2025 Summary Compensation Table for the base salary amounts paid with respect to each named executive officer's service in 2025.

Annual incentive compensation

We provide members of our senior leadership team with an opportunity to earn annual cash incentive compensation, either through our annual incentive program or through a commissions-based program for members of our sales team. Mr. Waldron, as a consultant, did not participate in our annual incentive program.

Annual incentive compensation holds executives accountable, rewards the executives based on actual business results and helps create a “pay for performance” culture. Our annual incentive program provides variable compensation based on the achievement of performance goals established by the compensation committee at the beginning of each fiscal year. Under the 2025 annual incentive compensation program applicable to our named executive officers, variable compensation was payable based on the achievement of certain corporate financial performance measures relating to (i) revenues and (ii) earnings before interest, taxes, depreciation and amortization (“EBITDA”) as reported by the Company in its year-end financial results. The weighting of targets was set at 60% on achievement of the revenue target and 40% on achievement of the EBITDA target.

For 2025 the variable compensation opportunities for Mr. Kurk, Mr. Vivek and Ms. Rau were 100%, 40% and 40% of their respective base salaries, respectively. Mr. Waldron did not participate in our variable compensation programs. Following the end of 2025, the compensation committee reviewed our achievements against the revenue and EBITDA financial performance measures and determined that we did not meet target levels of achievement. As a result, none of the named executive officers received an annual cash incentive payment for 2025.

Equity Compensation

To further align the interests of our executive officers with the interests of our shareholders and to further focus our executive officers on our long-term performance, we generally include equity compensation as a key component of our executive compensation program, however, during 2025, we did not grant equity awards to any of our named executive officers.

Please see the “Outstanding Equity Awards at 2025 Fiscal Year-End” table for information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.

Compensation and Equity Award Policies

Clawback Policy

In 2023, we adopted a clawback policy in accordance with the SEC and Nasdaq requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act. This policy provides for the non-discretionary recovery of excess incentive-based compensation from current and former executive officers in the event of an accounting restatement, whether or not the executive officer was at fault for the restatement, in accordance with the SEC and Nasdaq requirements.

Insider Trading Policy

Hedging or Pledging Policies

2025 Summary Compensation Table

The following table shows information regarding the compensation of our named executive officers for services performed in the years ended December 31, 2025 and, to the extent required by the SEC disclosure rules, 2024.


Name and principal position	Year	Salary ($)		Bonus ($)		Share awards ($) (1)		Option awards ($) (2)		Non-equity incentive plan compensation ($)		All other compensation ($) (3)		Total ($)
Morgan Kurk	2025		500,000		—		—		—		—		3,846		503,846
President and Chief Executive Officer	2024		500,000		—		—		1,298,187		—		13,800		1,811,987
Vibhu Vivek	2025		413,700		—		—		—		—		14,300		428,000
Senior Vice President, Products	2024		413,700				94,000		84,466		—		13,800		605,966
Sally Rau	2025		337,080		—		—		—		—		11,423		348,503
Chief Legal and HR Officer
John Waldron (4)	2025		540,500		—		—		—		—		—		540,500

(1)

Amounts reported in this column reflect the aggregate grant date fair value of restricted share units ("RSUs") awarded to the named executive officers, computed in accordance with ASC 718 and based on the probable outcome of the applicable performance conditions on the date of grant with respect to the PSU awards. See Note 9. Shareholders' Equity to the consolidated financial statements included in this Annual Report on Form 10-K (the “Consolidated Financial Statements”) for a discussion of the relevant assumptions used in calculating these amounts.

(2)

Amounts reported in this column reflect the aggregate grant date fair value of share options awarded to the named executive officers in the applicable year, each computed in accordance with ASC 718. See Note 9. Shareholders' Equity to the Consolidated Financial Statements for a discussion of the relevant assumptions used in calculating these amounts.

(3)

Amounts reported in this column represent 401(k) matching contributions.

(4)

Mr. Waldron served as our Acting Chief Financial Officer from August 26, 2025 through December 18, 2025, and following the appointment of Mitchell Cohen as interim Chief Financial Officer on December 18, 2025, Mr. Waldron continues as our Vice President, Finance and Accounting. We paid a third party consulting firm for Mr. Waldron's services.

Outstanding Equity Awards at 2025 Fiscal Year-end

The following table sets forth information regarding outstanding share options and restricted share units held by our named executive officers as of December 31, 2025. Mr. Waldron did not hold an outstanding equity awards as of December 31, 2025.


			Option Awards								Share Awards
Name	Grant Date		Number of securities underlying unexercised options (#) Exercisable		Number of securities underlying unexercised options (#) Unexercisable		Option exercise price ($)		Option expiration date		Number of shares or units of shares that have not vested (#)		Market value of shares or units of shares that have not vested ($) (1)		Equity incentive plan awards: Number of unearned shares or units of shares that have not vested (#)		Equity incentive plan awards: Market value of unearned shares or units of shares that have not vested ($) (1)
Morgan Kurk	8/18/2023	(2)		281,250		218,750		9.11	8/18/2033			—		—		—		—
	8/18/2023	(3)		—		—		—		—		43,750		63,000		—		—
	5/16/2024	(4)		187,500		312,500		3.60	5/16/2034			—		—		—		—
Vibhu Vivek	6/25/2019			90,000		—		12.00	6/25/2029			—		—		—		—
	12/18/2019			45,000		—		6.34	12/18/2029			—		—		—		—
	6/1/2022	(5)		42,000		6,000		14.51	6/1/2032			—		—		—		—
	10/17/2023	(6)		12,500		12,500		5.01	10/17/2033			—		—		—		—
	3/18/2024	(7)		13,125		16,875		4.26	3/18/2034			—		—		—		—
	7/10/2024	(8)		—		—		—		—		27,500		39,600		—		—
Sally Rau	6/25/2019			7,500		—		12.00	6/25/2029			—		—		—		—
	12/18/2019			5,625		—		6.34	12/18/2029			—		—		—		—
	3/29/2021	(9)		23,000		—		42.52	3/29/2031			—		—		—		—
	6/1/2022	(5)		38,500		5,500		14.51	6/1/2032			—		—		—		—
	10/17/2023	(6)		12,500		12,500		5.01	10/17/2033

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