UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):January ~~November 24~~22, ~~2025~~2026

PARKERVISION, INC.

(Exact Name of Registrant as Specified in Charter)


Florida	000-22904	59-2971472
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


4446-1A Hendricks Avenue Suite 354, Jacksonville, Florida	32207
(Address of Principal Executive Offices)	(Zip Code)

(904) 732-6100

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

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

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
None

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 85.~~01 Other~~02(e) ~~Events.~~Compensatory Arrangements of Certain Officers

On ~~November~~January 2422, ~~2025~~2026, the Compensation Committee of the Board of Directors (“Committee”) of ParkerVision, Inc. (the “Company”), ~~completed~~approved grants, under the ~~offering~~Company’s ~~and~~2019 ~~sale~~Long-Term Incentive Plan (the “2019 Plan”), of 16nonqualified performance-based stock options to its executive officers. The performance-based grants included a performance-based option to purchase up to 8,~~481~~000,~~579~~000 shares ofgranted ~~its~~to ~~common~~Jeffrey ~~stock~~Parker, ~~par~~the ~~value~~Company’s Chief Executive Officer, and a performance-based option to purchase up to 500,000 shares granted to Cynthia French, the Company’s Chief Financial Officer. The options have a five-year performance period, with quarterly measurement dates, and expire ten years from the date of grant. Vested options are exercisable at a price of $0.0124 per share, ~~(“Common~~which ~~Stock”)~~was the last sale price of the Company’s common stock on the date of grant. The performance conditions for vesting of these options are based on cumulative net cash received by the Company from its patent enforcement actions, after deduction of all attorney contingency fees and contractual repayments of contingent payment obligations to ~~accredited~~third ~~investors~~parties. The ~~(the~~performance-based ~~"Investors")~~ options provide for anautomatic ~~aggregate~~acceleration ~~purchase~~of ~~price~~vesting, regardless of performance conditions, in the event (i) the market capitalization of the Company meets or exceeds $31 billion for twenty (20) consecutive trading days,~~461,132~~ or (ii) upon a change in control of the Company. The form of nonqualified performance-based stock option agreement is included at Exhibit 10.1 hereto.

~~The~~In ~~shares~~addition, ~~were~~the ~~issued~~Committee ~~pursuant~~approved toa ~~the~~grant, ~~Company’s~~under ~~shelf~~the ~~registration~~2019 ~~statement~~Plan, onof ~~Form~~a Snonqualified time-3based ~~(File~~stock ~~No.~~option ~~333-287427)~~for ~~and~~ the ~~prospectus~~purchase ~~supplement~~of up to ~~be filed~~500,000 ~~with~~shares ~~the~~granted ~~Securities~~to ~~and~~the ~~Exchange~~CFO. This ~~Commission~~option ~~(the~~has an ~~“SEC”)~~exercise onprice ~~November~~of $0.24 per share, ~~2025~~vests in four equal biannual installments over a two-year period beginning July 22, ~~which~~2026, ~~contains~~and ~~the~~expires ~~final~~five ~~terms~~years offrom the ~~offering~~date of grant.

The ~~Company~~Committee ~~did~~also ~~not~~approved ~~engage~~a ~~any~~2.5% ~~underwriters,~~cost-of-living ~~placement~~increase ~~agents,~~in ~~brokers,~~the orbase ~~finders~~salaries inof ~~connection with~~ the ~~transaction~~CEO and ~~paid~~CFO, noeffective ~~commissions~~April or15, ~~fees~~2026.

A copy of the Subscription Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2025.

On November 24, 2025, the Company issued a press release announcing the closing of the transaction. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit	Description
99.1	Press Release issued by ParkerVision on November 24, 2025
10.1	Form of Nonqualified Performance-Based Stock Option Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 24, 2025
Dated: January 26, 2026
		PARKERVISION, INC.
		By /s/ Cynthia French
		Cynthia French
		Chief Financial Officer

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