May 14, 2026 - 10-Q: Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2026

☐ 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: 000-29440

IDENTIV, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	77-0444317
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1900-B Carnegie Avenue Santa Ana, California	92705
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (657) 356-8384

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


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $0.001 par value per share	INVE	The Nasdaq Stock Market LLC

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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☑	Smaller reporting company	☑
Emerging growth company	☐

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

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

As of May 4, 2026, the registrant had 24,006,212 shares of common stock outstanding.

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Comprehensive Loss	4
	Condensed Consolidated Statements of Stockholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 5.	Other Information	24
Item 6.	Exhibits	25

SIGNATURES		26

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

IDENTIV, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except par value)


	March 31, 2026			December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	124,525		$	128,609
Restricted cash		300			300
Accounts receivable, net of allowances of $646 and $657 as of March 31, 2026 and December 31, 2025, respectively		3,212			4,070
Inventories		8,913			7,419
Prepaid expenses and other current assets		1,965			2,267
Total current assets		138,915			142,665
Property and equipment, net		7,676			7,316
Operating lease right-of-use assets		717			841
Other assets		326			515
Total assets	$	147,634		$	151,337
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	6,504		$	3,619
Operating lease liabilities		312			331
Deferred revenue		—			2,760
Accrued compensation and related benefits		888			776
Accrued income taxes payable		289			288
Other accrued expenses and liabilities		1,351			1,619
Total current liabilities		9,344			9,393
Long-term operating lease liabilities		418			525
Other long-term liabilities		720			718
Total liabilities		10,482			10,636
Commitments and contingencies (see Note 13)
Stockholders' equity:
Series B preferred stock, $0.001 par value: 5,000 shares authorized; 5,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		5			5
Common stock, $0.001 par value: 50,000 shares authorized; 26,728 and 26,436 shares issued and 23,948 and 23,765 shares outstanding as of March 31, 2026 and December 31, 2025, respectively		26			26
Additional paid-in capital		513,304			512,684
Treasury stock, 2,780 and 2,671 shares as of March 31, 2026 and December 31, 2025, respectively		(17,271	)		(16,921	)
Accumulated deficit		(361,501	)		(358,053	)
Accumulated other comprehensive income		2,589			2,960
Total stockholders' equity		137,152			140,701
Total liabilities and stockholders' equity	$	147,634		$	151,337

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

IDENTIV, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited, in thousands, except per share data)


	Three Months Ended March 31,
	2026			2025
Net revenue	$	7,413		$	5,269
Cost of revenue		6,122			5,137
Gross profit		1,291			132
Operating expenses:
Research and development		1,001			787
Selling and marketing		1,349			1,407
General and administrative		3,123			3,146
Restructuring and severance		22			260
Total operating expenses		5,495			5,600
Loss from operations		(4,204	)		(5,468	)
Non-operating income (expense):
Interest income, net		1,047			1,212
Foreign currency losses, net		(286	)		(530	)
Loss before income tax provision		(3,443	)		(4,786	)
Income tax provision		(5	)		(3	)
Net loss	$	(3,448	)	$	(4,789	)

Other comprehensive loss:
Foreign currency translation adjustment, net of tax		(371	)		592
Comprehensive loss	$	(3,819	)	$	(4,197	)

Net loss per common share:
Basic and diluted	$	(0.15	)	$	(0.21	)
Weighted average shares used in computing net loss per common share:
Basic and diluted		24,037			23,599

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

IDENTIV, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited, in thousands)


	Three Months Ended March 31, 2026
	Series B Preferred Stock				Common Stock					Additional Paid-in		Treasury			Accumulated			Accumulated Other Comprehensive			Total Stockholders'
	Shares		Amount		Shares			Amount		Capital		Stock			Deficit			Income			Equity
Balances, January 1, 2026		5,000	$	5		23,765		$	26	$	512,684	$	(16,921	)	$	(358,053	)	$	2,960		$	140,701
Net loss		—		—		—			—		—		—			(3,448	)		—			(3,448	)
Unrealized loss from foreign currency translation adjustments		—		—		—			—		—		—			—			(371	)		(371	)
Issuance of common stock in connection with vesting of stock awards		—		—		292			—		—		—			—			—			—
Stock-based compensation		—		—		—			—		620		—			—			—			620
Shares withheld in payment of taxes in connection with net share settlement of restricted stock units		—		—		(109	)		—		—		(350	)		—			—			(350	)
Balances, March 31, 2026		5,000	$	5		23,948		$	26	$	513,304	$	(17,271	)	$	(361,501	)	$	2,589		$	137,152


	Three Months Ended March 31, 2025
	Series B Preferred Stock				Common Stock					Additional Paid-in		Treasury			Accumulated			Accumulated Other Comprehensive		Total Stockholders'
	Shares		Amount		Shares			Amount		Capital		Stock			Deficit			Income		Equity
Balances, January 1, 2025		5,000	$	5		23,431		$	26	$	509,482	$	(16,490	)	$	(340,050	)	$	1,096	$	154,069
Net loss		—		—		—			—		—		—			(4,789	)		—		(4,789	)
Unrealized gain from foreign currency translation adjustments		—		—		—			—		—		—			—			592		592
Issuance of common stock in connection with vesting of stock awards		—		—		138			—		—		—			—			—		—
Stock-based compensation		—		—		—			—		796		—			—			—		796
Shares withheld in payment of taxes in connection with net share settlement of restricted stock units		—		—		(48	)		—		—		(169	)		—			—		(169	)
Balances, March 31, 2025		5,000	$	5		23,521		$	26	$	510,278	$	(16,659	)	$	(344,839	)	$	1,688	$	150,499

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

IDENTIV, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)


	Three Months Ended March 31,
	2026			2025
Cash flows from operating activities:
Net loss	$	(3,448	)	$	(4,789	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		541			491
Amortization of operating lease right-of-use assets		121			162
Stock-based compensation expense		620			796
Impairment of operating lease right-of-use assets		—			238
Changes in operating assets and liabilities:
Accounts receivable		849			579
Inventories		(1,449	)		(254	)
Prepaid expenses and other assets		482			415
Accounts payable		2,490			(41	)
Deferred revenue		(2,760	)		—
Accrued income taxes payable		1			(27	)
Accrued expenses and other liabilities		(153	)		(648	)
Operating lease liabilities		(129	)		(202	)
Net cash used in operating activities		(2,835	)		(3,280	)
Cash flows from investing activities:
Capital expenditures		(882	)		(301	)
Net cash used in investing activities		(882	)		(301	)
Cash flows from financing activities:
Taxes paid related to net share settlement of restricted stock units		(350	)		(169	)
Net cash used in financing activities		(350	)		(169	)
Effect of exchange rates on cash, cash equivalents, and restricted cash		(17	)		486
Net decrease in cash, cash equivalents, and restricted cash		(4,084	)		(3,264	)
Cash, cash equivalents, and restricted cash at beginning of period		128,909			135,946
Cash, cash equivalents, and restricted cash at end of period	$	124,825		$	132,682
Supplemental disclosures of cash flow information:
Taxes paid	$	9		$	62
Non-cash investing and financing activities:
Conversion of convertible promissory note to privately-held investment	$	—		$	150
Property and equipment included in accounts payable	$	411		$	—

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

IDENTIV, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

Note 1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Identiv, Inc. and its wholly owned subsidiaries (the “Company”). All intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the Company’s unaudited condensed consolidated financial statements have been included. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any future period. The unaudited condensed consolidated balance sheet as of December 31, 2025 has been derived from audited consolidated financial statements at that date, but does not include all disclosures required by U.S. GAAP for complete financial statements. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors,” and the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended.

Note 2. Significant Accounting Policies and Recent Accounting Pronouncements

Significant Accounting Policies

No material changes have been made to the Company's significant accounting policies disclosed in Note 2, Summary of Significant Accounting Policies, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended.

Recent Issued Accounting Standards Not Yet Adopted

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption.

In November 2024, the FASB issued Accounting Standards Update ("ASU") 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires public entities to provide disaggregated disclosures of certain expense captions presented on the face of the income statement into specific categories within the notes to the consolidated financial statements. ASU 2024-03 is effective for the Company’s annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The ASU may be applied either on a prospective or retrospective basis. The Company is currently evaluating the impact of adoption of ASU 2024-03 on its financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements ("ASU 2025-11"), which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. ASU 2025-11 provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adoption of ASU 2025-11 on its financial statements and related disclosures.

Adoption of New Accounting Standards

In July 2024, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which amends Accounting Standards Codification ("ASC") 326-20 to provide a practical expedient (for all entities) and an accounting policy election (for all entities, other than public business entities, that elect the practical expedient) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. The Company adopted this standard on January 1, 2026, and it did not have a material impact on the Company's condensed consolidated financial statements.

Note 3. Revenue

Revenue Recognition

Revenue is recognized upon transfer of control of promised products to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products. For contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation, generally on a relative basis using its standalone selling price. The stated contract value is generally the transaction price to be allocated to the separate performance obligations. Revenue is recognized net of any taxes collected from customers that are subsequently remitted to governmental authorities.

Disaggregation of Revenue

The Company disaggregates revenue from contracts with customers based on the shipping location of the customer. The geographic regions that are tracked are the Americas, Europe and the Middle East, and Asia-Pacific regions. See Note 10, Segment Reporting, for net revenue based on the disaggregation criteria noted above. All revenues from operations are recognized at a point-in-time following the transfer of control of the products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contract.

Contract Balances

Amounts prepaid in advance of the transfer of control of products to customers are accounted for as deferred revenue and represent contract liabilities. Deferred revenue is recognized as revenue when control of the related product is transferred to the customer. In the fourth quarter of 2025, the Company received approximately $2.8 million from a customer for delivery of RFID transponder products which was delivered in the first quarter of 2026. As a result, the balance of contract liabilities as of December 31, 2025 was recognized as revenue. As of March 31, 2026, there were no contractual obligations accounted for as deferred revenue.

Note 4. Fair Value Measurements

The Company determines the fair values of its financial instruments based on a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. Under ASC 820, Fair Value Measurement and Disclosures, the fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value:

•

Level 1 – Quoted prices (unadjusted) for identical assets and liabilities in active markets;

•

Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly; and

•

Level 3 – Unobservable inputs.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of March 31, 2026 and December 31, 2025, the only assets measured and recognized at fair value on a recurring basis were cash equivalents, which for both periods consisted of treasury bills of $28.9 million with maturities less than 90 days (Level 1 fair value measurements). As of March 31, 2026 and December 31, 2025, there were no liabilities measured and recognized at fair value on a recurring basis.

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

Certain of the Company's assets are measured at fair value on a nonrecurring basis if impairment is indicated. As of March 31, 2026 and December 31, 2025, the Company had $200,000 of privately-held investments measured at fair value on a nonrecurring basis, which were classified as Level 3 due to the absence of quoted market prices and inherent lack of liquidity. The Company reviews its investments to identify and evaluate investments that have an indication of possible impairment. The Company adjusts the carrying value for its privately-held investments for any impairment if the fair value is less than the carrying value of the respective assets on an other-than-temporary basis. The amount of privately-held investments is included in other assets in the accompanying condensed consolidated balance sheets.

As of March 31, 2026 and December 31, 2025, there were no liabilities that are measured and recognized at fair value on a non-recurring basis.

Assets and Liabilities Not Measured at Fair Value

The carrying amounts of the Company's accounts receivable, prepaid expenses and other current assets, accounts payable, and other accrued liabilities approximate fair value due to their short maturities.

Note 5. Balance Sheet Components

The Company’s inventories are stated at the lower of cost or net realizable value. Inventories consist of (in thousands):


	March 31, 2026		December 31, 2025
Raw materials	$	6,106	$	4,854
Finished goods		2,807		2,565
Total	$	8,913	$	7,419

Property and equipment, net consists of (in thousands):


	March 31, 2026			December 31, 2025
Building and leasehold improvements	$	1,174		$	1,305
Furniture, fixtures and office equipment		148			152
Plant and machinery		9,573			8,903
Purchased software		1,000			780
Total		11,895			11,140
Accumulated depreciation		(4,219	)		(3,824	)
Property and equipment, net	$	7,676		$	7,316

The Company recorded depreciation expense of $541,000 and $491,000 during the three months ended March 31, 2026 and 2025, respectively.

Other accrued expenses and liabilities consist of (in thousands):


	March 31, 2026		December 31, 2025
Accrued professional fees	$	673	$	802
Accrued warranties		203		250
Other accrued expenses		475		567
Total	$	1,351	$	1,619

Note 6. Income Taxes

The Company conducts business globally and, as a result, files federal, state and foreign tax returns. The Company strives to resolve open matters with each tax authority at the examination level and could reach agreements with a tax authority at any time. While the Company has accrued for amounts it believes are the probable outcomes, the final outcome with a tax authority may result in a tax liability that is more or less than that reflected in the condensed consolidated financial statements. Furthermore, the Company may later decide to challenge any assessments, if made, and may exercise its right to appeal.

The Company applies the provisions of, and accounted for uncertain tax positions, in accordance with ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. It prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

The Company generally is no longer subject to tax examinations for years prior to 2020. However, if loss carryforwards of tax years prior to 2017 are utilized in the U.S., these tax years may become subject to investigation by the tax authorities. While timing of the resolution and/or finalization of tax audits is uncertain, the Company does not believe that its unrecognized tax benefits would materially change in the next 12 months.

Note 7. Stockholders’ Equity

Series B Preferred Stock and Dividend Accretion

The following table summarizes Series B preferred stock and the accretion of dividend activity for the three months ended March 31, 2026 and 2025 (in thousands):


	Three Months Ended March 31,
	2026		2025
Series B Preferred Stock:
Balance at beginning of period	$	28,296	$	27,472
Cumulative dividends on Series B preferred stock		211		205
Balance at end of period	$	28,507	$	27,677
Number of Common Shares Issuable Upon Conversion:
Number of shares at beginning of period		7,074		6,868
Cumulative dividends on Series B preferred stock		53		51
Number of shares at end of period		7,127		6,919

Based on the current conversion price, the outstanding shares, including the accretion of dividends, of Series B preferred stock as of March 31, 2026 would be convertible into 7,126,723 shares of the Company’s common stock. However, the conversion rate will be subject to adjustment in certain instances, such as if the Company issues shares of its common stock at a price less than $4.00 per common share, subject to a minimum conversion price of $3.27 per share. As of March 31, 2026, none of the contingent conditions to adjust the conversion rate had been met.

Each share of Series B preferred stock is entitled to a cumulative annual dividend of 5% for the first six years following the issuance of such share and 3% for each year thereafter, with the Company retaining the option to settle each year’s dividend after the 10th year in cash. The dividends accrue and are payable in kind upon such time as the shares convert into the Company’s common stock. In general, the shares are not entitled to vote except in certain limited cases, including in change of control transactions where the expected price per share distributable to the Company’s stockholders is expected to be less than $4.00 per share. The Certificate of Designation with respect to the Series B preferred stock further provides that in the event of, among other things, any change of control, liquidation or dissolution of the Company, the holders of the Series B preferred stock will be entitled to receive, on a pari passu basis with the holders of the common stock, the same amount and form of consideration that the holders of the Company’s common stock receive (on an as-if-converted-to-common-stock basis and without regard to the Beneficial Ownership Limitation (as defined in the Certificate of Designation) applicable to the Series B preferred stock).

Stock Repurchases

On November 7, 2024, the Company announced that its board of directors authorized a stock repurchase program (the “Stock Repurchase Program”), pursuant to which the Company may purchase up to $10,000,000 of its common stock. Under the Stock Repurchase Program, effective November 15, 2024, the Company may repurchase shares of common stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions, or other means. The timing and amount of shares repurchased depends on a number of factors, including stock price, trading volume, general market and business conditions, liquidity and capital needs, and other factors. The Stock Repurchase Program does not obligate the Company to repurchase any specific dollar amount or acquire any specific number of shares of common stock. The Stock Repurchase Program has no expiration date and may be suspended or discontinued at any time without notice.

As of March 31, 2026, the Company repurchased a total of 463,779 shares of common stock under the Stock Repurchase Program for total consideration of approximately $1.9 million. During the three months ended March 31, 2026, there were no repurchases of shares of common stock under the Stock Repurchase Program.

During the three months ended March 31, 2026, the Company repurchased 108,701 shares of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of restricted stock units ("RSUs") issued to employees.

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance as of March 31, 2026 was as follows:


	Number of Shares
Vesting of RSUs, vesting of performance stock units ("PSUs") and issuance of RSUs vested but not released		1,092,015
Employee Stock Purchase Plan		293,888
Shares of common stock available for grant under the 2011 Incentive Compensation Plan		921,004
Shares of common stock issuable upon conversion of Series B preferred stock		7,541,449
Total		9,848,356

Note 8. Stock-Based Compensation

Restricted Stock Units

The following is a summary of RSU activity for the three months ended March 31, 2026:


	Number Outstanding			Weighted Average Fair Value
Unvested as of January 1, 2026		791,654		$	4.26
Granted		—			—
Vested		(120,821	)		4.19
Forfeited		(3,750	)		3.51
Unvested as of March 31, 2026		667,083		$	4.28
RSUs vested but not released		199,932		$	4.60

The fair value of the Company’s RSUs is calculated based upon the fair market value of the Company’s common stock at the date of grant. As of March 31, 2026, there was $1.9 million of unrecognized compensation expense related to unvested RSUs granted, which is expected to be recognized over a weighted average period of 1.64 years. No tax benefit was realized from RSUs for the three months ended March 31, 2026.

Performance Stock Units

The Company grants PSUs to certain key employees that are subject to the attainment of performance goals established by the Company’s Compensation Committee, the periods during which performance is to be measured, and other limitations and conditions. Performance goals are based on pre-established objectives that specify the manner of determining the number of PSUs that will vest if performance goals are attained. If an employee terminates employment, the non-vested portion of the PSUs will not vest and all rights to the non-vested portion will terminate.

The following is a summary of PSU activity for the three months ended March 31, 2026:


	Number Outstanding			Weighted Average Fair Value
Unvested as of January 1, 2026		300,000		$	4.03
Granted		125,000			3.17
Vested		(200,000	)		4.01
Forfeited		—			—
Unvested as of March 31, 2026		225,000		$	3.57

As of March 31, 2026, there was $783,000 of unrecognized compensation expense related to unvested PSUs, which is expected to be recognized or forfeited by the fourth quarter of 2026. No tax benefit was realized from PSUs for the three months ended March 31, 2026.

Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense related to stock options, RSUs and PSUs included in the condensed consolidated statements of comprehensive loss for the three months ended March 31, 2026 and 2025 (in thousands):


	Three Months Ended March 31,
	2026		2025
Cost of revenue	$	6	$	5
Research and development		42		20
Selling and marketing		87		59
General and administrative		485		712
Total	$	620	$	796

RSU and PSU Net Share Settlements

During the three months ended March 31, 2026 and 2025, the Company repurchased 108,701 and 47,538 shares, respectively, of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of RSUs and PSUs issued to employees.

Note 9. Net Loss per Common Share

Basic net loss per common share is computed by dividing net loss available to common stockholders during the period by the weighted average number of common shares outstanding during that period. Diluted net loss per common share is impacted by equity instruments considered to be potential common shares, if dilutive, computed using the treasury stock or the if-converted method of accounting. Dilutive potential common share equivalents are excluded from the computation of net loss per share in loss periods, as their effect would be anti-dilutive.


	Three Months Ended March 31,
	2026			2025
Basic net loss per common share:
Numerator:
Net loss	$	(3,448	)	$	(4,789	)
Less: accretion of Series B preferred stock dividends		(211	)		(205	)
Net loss available to common stockholders	$	(3,659	)	$	(4,994	)

Denominator:
Weighted average common shares outstanding - basic and diluted		24,037			23,599
Net loss per common share - basic and diluted	$	(0.15	)	$	(0.21	)

The following common stock equivalents have been excluded from diluted net loss per share for the three months ended March 31, 2026 and 2025 because their inclusion would have been anti-dilutive (in thousands):


	Three Months Ended March 31,
	2026		2025
Shares of common stock subject to outstanding RSUs		667		862
Shares of common stock subject to outstanding PSUs		225		333
Shares of common stock subject to outstanding stock options		—		444
Shares of common stock issuable upon conversion of Series B preferred stock		7,127		6,919
Total		8,019		8,558

Note 10. Segment Reporting, Geographic Information, and Concentration of Credit Risk

Segment Reporting

The Company has one reportable and operating segment: the IoT Business segment. The Company identified its operating segment based on how the Company's chief operating decision maker ("CODM") manages the business, makes operating decisions and evaluates the Company's operating performance. The Company derives revenue primarily in the Americas, Europe and the Middle East, and Asia-Pacific regions. The Company's chief executive officer acts as the CODM and reviews financial and operational information on a consolidated, or entity-wide, basis.

As the Company's CODM manages operations on a consolidated basis, consolidated net loss from operations as reported in the Company's condensed consolidated statements of comprehensive loss is the U.S. GAAP measure that is used to make operating decisions and evaluate operating performance. The significant expense categories which are used to manage operations are those reflected in the Company's condensed consolidated statements of comprehensive loss.

Geographical Information

Geographic net revenue is based on the customer’s ship-to location. Information regarding net revenue by geographic region for the three months ended March 31, 2026 and 2025 is as follows (in thousands):


	Three Months Ended March 31,
	2026			2025
Americas	$	5,414		$	2,238
Europe and the Middle East		1,438			1,787
Asia-Pacific		561			1,244
Total	$	7,413		$	5,269

As percentage of net revenue:
Americas		73	%		42	%
Europe and the Middle East		19	%		34	%
Asia-Pacific		8	%		24	%
Total		100	%		100	%

Long-lived assets by geographic location as of March 31, 2026 and December 31, 2025 are as follows (in thousands):


	March 31, 2026		December 31, 2025
Property and equipment, net:
Americas	$	193	$	200
Europe and the Middle East		1,478		680
Asia-Pacific		6,005		6,436
Total property and equipment, net	$	7,676	$	7,316

Operating lease right-of-use assets:
Americas	$	—	$	—
Europe and the Middle East		237		282
Asia-Pacific		480		559
Total operating lease right-of-use assets	$	717	$	841

Concentration of Credit Risk

Three customers accounted for 37%, 14%, and 10%, respectively, of net revenue for the three months ended March 31, 2026. One customer accounted for 16% net revenue for the three months ended March 31, 2025. Three customers accounted for 32%, 12%, and 10%, respectively, of net accounts receivable as of March 31, 2026. Two customers accounted for 19% and 15%, respectively, of net accounts receivable as of December 31, 2025.

Note 11. Restructuring and Severance

During the three months ended March 31, 2026, restructuring and severance expenses consist of severance costs of $22,000. During the three months ended March 31, 2025, restructuring expenses included the impairment of an operating lease right-of-use asset of $238,000 associated with the vacated production space at the Company's Singapore manufacturing facility, and the remaining restructuring expense related to severance costs.

Note 12. Leases

The Company’s leases consist primarily of operating leases for administrative office space, research and development facilities, a manufacturing facility, and sales offices in various countries around the world. The Company determines if an arrangement is a lease at inception. Some lease agreements contain lease and non-lease components, which are accounted for as a single lease component. Total rent expense was $155,000 and $243,000 for the three months ended March 31, 2026 and 2025, respectively.

Initial lease terms are determined at commencement and may include options to extend or terminate the lease when it is reasonably certain the Company will exercise the option. Remaining lease terms range from one to three years, some of which include options to extend for up to five years. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheets. As the Company’s leases do not provide an implicit rate, the present value of future lease payments is determined using the Company’s incremental borrowing rate based on information available at the lease commencement date.

The table below reconciles the undiscounted cash flows for the remaining years to the operating lease liabilities recorded on the condensed consolidated balance sheet as of March 31, 2026 (in thousands):


	March 31, 2026
2026 (remaining nine months)	$	315
2027		404
2028		65
Total minimum lease payments		784
Less: amount of lease payments representing interest		(54	)
Present value of future minimum lease payments		730
Less: current liabilities under operating leases		(312	)
Long-term operating lease liabilities	$	418

As of March 31, 2026, the weighted average remaining lease term for the Company’s operating leases was 1.9 years, and the weighted average discount rate used to determine the present value of the Company’s operating leases was 7.8%.

Cash paid for amounts included in the measurement of operating lease liabilities was $114,000 and $264,000 for the three months ended March 31, 2026 and 2025, respectively.

Note 13. Commitments and Contingencies

The following table summarizes the Company’s principal contractual commitments, excluding operating leases, as of March 31, 2026 (in thousands):


	Purchase Commitments		Other Contractual Commitments		Total
2026 (remaining nine months)	$	5,447	$	123	$	5,570
2027		25		20		45
Total	$	5,472	$	143	$	5,615

Purchase commitments for inventories are highly dependent upon forecasts of customer demand. Due to the uncertainty in demand from its customers, the Company may have to change, reschedule, or cancel purchases or purchase orders from its suppliers. These changes may lead to vendor cancellation charges on these purchases or contractual commitments.

The following table summarizes the Company’s warranty accrual account activity during the three months ended March 31, 2026 and 2025 (in thousands):


	Three Months Ended March 31,
	2026			2025
Balance at beginning of period	$	250		$	214
Charged (credited) to cost of revenue		(4	)		127
Recovery (cost) of warranty claims		(43	)		—
Balance at end of period	$	203		$	341

The Company provides warranties on certain product sales for 12 months, and allowances for estimated warranty costs are recorded during the period of sale. The determination of such allowances requires the Company to make estimates of product return rates and expected costs to repair or to replace the products under warranty. The Company currently establishes warranty reserves based on historical warranty costs for each product line combined with liability estimates based on the prior 12 months’ sales activities. If actual return rates and/or repair and replacement costs differ significantly from the Company’s estimates, adjustments to recognize additional cost of sales may be required in future periods. Historically, the warranty accrual and the expense amounts have been immaterial.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and other parts of this Quarterly Report on Form 10-Q (“Quarterly Report”) contain forward-looking statements, within the meaning of the safe harbor provisions under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. Forward-looking statements reflect current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “will,” “believe,” “could,” “should,” “would,” “may,” “anticipate,” “intend,” “plan,” “estimate,” “expect,” “project” or the negative of these terms or other similar expressions. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, as amended, under the heading “Risk Factors”. The following discussion should be read in conjunction with the audited consolidated financial statements and notes thereto included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025, as amended. We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.

Each of the terms the “Company,” “Identiv,” “we,” “us” and “our” as used herein refers collectively to Identiv, Inc. and its wholly-owned subsidiaries, unless otherwise stated.

Overview

We currently have one reportable segment: the IoT Business segment. The IoT Business develops, manufactures, and supplies specialty Internet of Things ("IoT") solutions tailored for the healthcare, logistics, smart packaging industries and other high-value end markets. Our strategy is focused on developing highly engineered and specialized IoT inlays, tags, and labels for applications that provide significant value to our global customers. These specialty radio-frequency identification ("RFID") IoT devices, including near field communication ("NFC"), high frequency ("HF"), ultra-high frequency ("UHF") and Bluetooth Low Energy ("BLE") technology are attached to or embedded into physical items, such as medical device consumables, pill containers, wine bottles, consumer appliances, and sports jerseys, providing those items with a unique digital identity. These devices enable unique and secure digital interaction with the physical world while simultaneously capturing relevant data which can then be analyzed and managed by the end customer. We sell our products across multiple industries, focusing on pharmaceutical and medical devices, consumer electronics, mobile devices, wine and spirits, luxury goods, libraries, and logistics.

Factors Affecting Our Performance

Market Adoption

Our financial performance depends on the pace, scope and depth of end-user adoption of our RFID products in multiple industries. That pace, scope and depth has resulted in large fluctuations in our operating results.

We believe significant improvement in chip capabilities at lower costs has accelerated the opportunities for product engineers to integrate RFID into their products to create new and more engaging customer experiences, reduce counterfeiting, and ensure proper product use and adherence. Though we believe the number of opportunities for RFID-based solutions has increased, the evaluation period and customer adoption for new applications can take anywhere from six months to several years, depending on the industry.

We believe the underlying long-term trend is continued RFID adoption across multiple verticals, but regulated industries like healthcare take longer to optimize the technology and fully understand the benefits. We also believe that expanding use cases foster adoption across verticals and into other markets.

If RFID market adoption, and adoption of our products specifically, does not meet our expectations then our growth prospects and operating results will be adversely affected. If we are unable to meet end-user or customer volume or performance expectations, then our business prospects may be adversely affected. In contrast, if our RFID sales exceed expectations, then our revenue and profitability may be positively affected.

Given the uncertainties of the specific timing of our new customer deployments, we cannot assure you that we will have appropriate inventory and capacity levels or that we will not experience inventory shortfalls or overages in the future or acquire inventory at costs to maintain gross margins. We attempt to mitigate those risks by being deeply embedded in our customers’ product design cycles and commercialization planning, working with our chip partners on long lead time components, managing our limited capital equipment needs within a short cycle and attempting to future proof our facilities to accommodate several scenarios for growth potential.

If end users with sizable projects change or delay them, we may experience significant fluctuation in revenue on a quarterly or

annual basis, and we anticipate that uncertainty to continue to characterize our business for the foreseeable future.

RFID Device Production Transition

At the end of the second quarter of 2025, we ceased the production of our RFID devices in our manufacturing facility in Singapore. Our customers have been requalified in our manufacturing facility in Thailand. As a result, we are maintaining and producing products from one location.

Focus on High-Margin Opportunities

To strengthen and grow our core channel business, we are prioritizing higher margin opportunities with existing customers and channel partners. Higher margin opportunities often involve complex devices as compared to standard specification products, and require a certain amount of customization for the customer. Increasing technological complexity often necessitates more development resources and longer evaluation periods to ensure the product meets customer needs. In choosing to prioritize higher margin opportunities, we have, and may continue to, decide not to support low-margin projects that may generate revenue. This has and may continue to result in a negative impact on our operating results.

Competitive Landscape

We have seen a large increase in global production capacity at several of our RFID competitors. This has resulted in competitive pricing pressure, and, in response, we exited some of our lowest margin business. We largely completed the exit of our lowest margin business by the end of fourth quarter 2025.

Impacts of Macroeconomic Conditions and Other Factors on our Business

We conduct operations internationally with sales in the Americas, Europe and the Middle East, and Asia-Pacific regions. Our manufacturing operations and third-party contract manufacturers are in Southeast Asia. We purchase certain products and key components from a limited number of sources that depend on the supply chain, including freight, to receive components, transport finished goods and deliver our products across the world. As a result, adverse global and regional economic conditions may materially affect our business, results of operations, and financial condition.

Such conditions, including but not limited to, geopolitical tensions, inflation, tariffs, sanctions or other trade restrictions, slower growth or recession, higher interest rates and currency fluctuations and other conditions that may impact market volatility, consumer confidence and spending may adversely affect demand for our products and our operations. For example, armed conflicts and heightened geopolitical tensions in the Middle East, including ongoing U.S. and Israeli military operations against Iran and the closure of the Strait of Hormuz, pose risks to the global economy and to our business, even though we do not have direct operations in the region. An escalation of military action in the Middle East has begun and may continue to adversely affect global supply chains, including through disruptions to shipping routes and increases in transit times and freight costs for components and raw materials.

Recently, the macroeconomic conditions described above have had a greater impact on our consumer-facing applications, where demand for higher-end products has softened, resulting in forecast adjustments for the second half of the year. We have also experienced price increases from several of our suppliers. As a result, we are assessing the impact on our product costs and intend to introduce price increases to help offset costs. Price increases, however, may not successfully offset cost increases and reduced demand, and could result in loss of market share, which may adversely impact our financial position, results of operations, and cash flows.

The imposition of, or increase in, tariffs applicable to us has and will continue to increase our costs unless we are able to offset them, including through leveraging tariff exemptions, optimizing our supply chain or sourcing from alternative suppliers, or increasing prices. In addition, tariff policies, rates, exemptions, and related trade restrictions have changed and may continue to change, which could increase the cost, uncertainty and complexity of our supply chain, sourcing, pricing and margin-management efforts. While we have developed a pass-through strategy intended to protect margins, the amount of Thailand-origin components required to obtain a valid certificate of origin remains uncertain, particularly in light of recent U.S. enforcement efforts aimed at preventing transshipment. We do not believe our activities constitute transshipments; however, in the event our products are determined to be transshipments, they would be subject to higher tariffs. There can be no assurance that we will be able to offset or mitigate the resulting increase in our costs, and if we are unable to pass on any cost increases or if supply and demand conditions do not support price increases for our products, our revenue and gross margin would be negatively impacted. As of March 31, 2026, approximately 10% of our business is exposed to U.S. tariffs due to our manufacturing in Thailand.

Results of Operations

Our results of operations for the three months ended March 31, 2026 and 2025 are as follows (in thousands, except percentages).


	Three Months Ended March 31,
	2026			2025			% Change
Net revenue	$	7,413		$	5,269			41	%
Gross profit		1,291			132			878	%
Gross profit margin		17	%		3	%
Operating expenses:
Research and development		1,001			787			27	%
Selling and marketing		1,349			1,407			(4	%)
General and administrative		3,123			3,146			(1	%)
Restructuring and severance		22			260			(92	%)
Total operating expenses		5,495			5,600			(2	%)
Loss from operations		(4,204	)		(5,468	)
Non-operating income (expense):
Interest income, net		1,047			1,212			(14	%)
Foreign currency losses, net		(286	)		(530	)		46	%
Loss from operations before income provision		(3,443	)		(4,786	)
Income tax provision		(5	)		(3	)		(67	%)
Net loss from operations	$	(3,448	)	$	(4,789	)

Geographic net revenue based on each customer’s ship-to location is as follows (in thousands):


	Three Months Ended March 31,
	2026			2025			% Change
Americas	$	5,414		$	2,238			142	%
Europe and the Middle East		1,438			1,787			(20	%)
Asia-Pacific		561			1,244			(55	%)
Total	$	7,413		$	5,269

Percentage of net revenue:
Americas		73	%		42	%
Europe and the Middle East		19	%		34	%
Asia-Pacific		8	%		24	%
Total		100	%		100	%

Net Revenue

Net revenue was $7.4 million for the three months ended March 31, 2026, an increase of $2.1 million, compared with net revenue of $5.3 million for the three months ended March 31, 2025. Net revenue in the Americas for three months ended March 31, 2026 increased 142% compared with the comparable period of 2025. The increase was primarily due to one of our customers ordering their full-year volume in the first quarter of 2026, totaling approximately $2.8 million. Net revenue in Europe, the Middle East, and the Asia-Pacific for three months ended March 31, 2026 was $2.0 million, a decrease of 34% compared with $3.0 million in the comparable period of 2025. The decrease was primarily due to lower unit sales of RFID transponder products as we exited some of our lowest margin business starting in the first quarter of 2025.

Gross Profit and Gross Margin

Gross profit for the three months ended March 31, 2026 was $1.3 million, compared with $132,000 in the comparable period of 2025. Gross profit represents net revenue less direct cost of product sales, manufacturing overhead, other costs directly related to preparing the product for sale including freight, scrap, and inventory adjustments, where applicable.

Gross profit margin for the three months ended March 31, 2026 increased to 17% from 3% in the comparable period of 2025. The increase in gross profit margin was primarily attributable to cost savings and efficiencies achieved in procurement and production with the transition of production to our Thailand production facility, improved facility utilization, and the elimination of manufacturing production costs associated with our discontinued Singapore operation. In addition, the improvement in gross product margin in the first quarter of 2026 included the benefit of a charge to cost of revenue of approximately $250,000 for obsolete inventory at our Singapore production facility and a warranty claim from one of our customers of approximately $150,000 in the comparable prior year period.

We expect there will be variation in our gross profit from period to period, as our gross profit has been and will continue to be affected primarily by varying mix among our products. Within each product category, gross margins have tended to be consistent, but over time may be affected by a variety of factors, including, without limitation, competition, product pricing, the volume of sales in any given quarter, manufacturing volumes, product configuration and mix, the availability of new products, product enhancements, risk of inventory write-downs and the cost and availability of components. At the end of the second quarter of 2025, we ceased production of RFID transponder devices in our manufacturing facility in Singapore. We have requalified our customers in our Thailand production facility. Furthermore, at the end of the fourth quarter of 2025, we completed the shutdown activities at our Singapore facility. As a result of the elimination of manufacturing production costs from our Singapore facility, we expect gross product margins associated with our current customer base to continue to improve in 2026 but do expect some near-term variability in gross product margin as we scale production for a new large program in 2026.

Operating Expenses

Information about our operating expenses for the three months ended March 31, 2026 and 2025 is set forth below (dollars in thousands).

Research and Development


	Three Months Ended March 31,
	2026			2025			% Change
Research and development	$	1,001		$	787			27	%
as a % of net revenue		14	%		15	%

Research and development expenses consist primarily of employee compensation and fees for the development of RFID and BLE inlays, labels, and tags. The majority of our research and development activities focused on the customization of existing products and the development of new offerings for emerging market opportunities.

Research and development expenses for the three months ended March 31, 2026 increased in dollars compared to the comparable prior period in 2025 primarily due to an increase in payroll related costs and external contractor expenses.

Selling and Marketing


	Three Months Ended March 31,
	2026			2025			% Change
Selling and marketing	$	1,349		$	1,407			(4	%)
as a % of net revenue		18	%		27	%

Selling and marketing expenses consist primarily of employee compensation as well as customer lead generation activities, tradeshow participation, advertising and other marketing and selling costs.

Selling and marketing expenses for the three months ended March 31, 2026 decreased compared to the comparable period in 2025 primarily due to lower recruiting fees.

General and Administrative


	Three Months Ended March 31,
	2026			2025			% Change
General and administrative	$	3,123		$	3,146			(1	%)
as a % of net revenue		42	%		60	%

General and administrative expenses consist primarily of compensation expenses for employees performing administrative functions, and professional fees incurred for legal, auditing and other consulting services.

General and administrative expenses for the three months ended March 31, 2026 decreased in dollars compared to the comparable period in 2025 primarily due to lower stock-based compensation expense and external contractor and consulting expenses, partially offset by an increase in strategic review-related costs of $363,000.

Restructuring and Severance


	Three Months Ended March 31,
	2026		2025		% Change
Restructuring and severance	$	22	$	260		(92	%)

Restructuring and severance expenses for the three months ended March 31, 2026 decreased in dollars compared to the comparable period in 2025 primarily due to the impairment of an operating lease right-of-use asset of $238,000 associated with the vacated production space at our Singapore manufacturing facility in the first quarter of 2025.

Non-operating Income (Expense)

Information about our non-operating income (expense) for the three months ended March 31, 2026 and 2025 is set forth below (dollars in thousands).


	Three Months Ended March 31,
	2026			2025			% Change
Interest income, net	$	1,047		$	1,212			(14	%)
Foreign currency losses, net	$	(286	)	$	(530	)		46	%

Interest income, net consists of interest income generated on our cash equivalents net of interest costs. The decrease in interest income, net for the three months ended March 31, 2026 compared to the comparable periods of 2025 was primarily attributable to lower average monthly balances on our money market accounts and treasury bills.

Changes in currency valuation in the periods mainly were the result of exchange rate movements between the U.S. Dollar, the Euro and the Thai Baht. Our foreign currency gains and losses primarily result from the valuation of current assets and liabilities denominated in a currency other than the functional currency of the respective entity in the local financial statements.

Income Tax Provision


	Three Months Ended March 31,
	2026			2025			% Change
Income tax provision	$	(5	)	$	(3	)		(67	%)
Effective tax rate		0	%		0	%

As of March 31, 2026, our deferred tax assets are fully offset by a valuation allowance. ASC 740, Income Taxes, provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Based upon the weight of available evidence, which includes historical operating performance, reported cumulative net losses since inception and difficulty in accurately forecasting our future results, we provided a full valuation allowance against all of our net U.S. and foreign deferred tax assets. We reassess the need for our valuation allowance on a quarterly basis. If it is later determined that a portion or all of the valuation allowance is not required, it generally will be a benefit to the income tax provision in the period such determination is made.

We recorded an income tax provision during the three months ended March 31, 2026 and 2025. The effective tax rates for the three months ended March 31, 2026 and 2025 differ from the federal statutory rate of 21% primarily due to a change in valuation allowance, and the provision in certain foreign jurisdictions, which are subject to higher tax rates.

Liquidity and Capital Resources

As of March 31, 2026, our working capital, defined as current assets less current liabilities, was $129.6 million, a decrease of $3.7 million compared to $133.3 million as of December 31, 2025. As of March 31, 2026, our cash and cash equivalents balance was $124.5 million.

On November 7, 2024, we announced that our board of directors authorized a stock repurchase program (the “Stock Repurchase Program”). Under the Stock Repurchase Program, effective November 15, 2024, we may repurchase up to $10 million of shares of common stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions, or other means. The timing and amount of shares repurchased depends on a number of factors, including stock price, trading volume, general market and business conditions, liquidity and capital needs, and other factors. The Stock Repurchase Program does not obligate us to repurchase any specific dollar amount or acquire any specific number of shares of common stock. The Stock Repurchase Program has no expiration date and may be suspended or discontinued at any time without notice. As of March 31, 2026, approximately $8.1 million remained available under the Stock Repurchase Program. During the three months ended March 31, 2026 and 2025, there were no repurchases of shares of common stock under the Stock Repurchase Program.

As our previously unremitted earnings have been subjected to U.S. federal income tax, we expect any repatriation of these earnings to the U.S. would not incur significant additional taxes related to such amounts. However, our estimates are provisional and subject to further analysis. Generally, most of our foreign subsidiaries have accumulated deficits and cash and cash equivalents that are held outside the United States are typically not cash generated from earnings that would be subject to tax upon repatriation if transferred to the United States. We have access to the cash held outside the United States to fund domestic operations and obligations without any material income tax consequences. As of March 31, 2026, the amount of cash included at such subsidiaries was $10.9 million. We have not, nor do we anticipate the need to, repatriate funds to the United States to satisfy domestic liquidity needs arising in the ordinary course of business.

We have historically incurred operating losses and negative cash flows from operating activities, and we expect to continue to incur losses in the future. As of March 31, 2026, we had an accumulated deficit of $361.5 million. During the three months ended March 31, 2026, we had a net loss of $3.4 million.

We believe our existing cash and cash equivalents, together with cash generated from operations, will be sufficient to satisfy our working capital needs to fund operations for at least the next twelve months. We may also use cash to acquire or invest in complementary businesses, technologies, services or products that would change our cash requirements. We may also choose to finance our business through public or private equity offerings, debt financings or other arrangements. However, there can be no assurance that additional capital will be available to us or that such capital will be available to us on acceptable terms. If we raise funds by issuing equity securities, dilution to stockholders could result. Debt or any equity securities issued also may provide for rights, preferences or privileges senior to those of holders of our common stock. The terms of debt securities issued or borrowings could impose significant restrictions on our operations. The incurrence of additional indebtedness or the issuance of certain debt or equity securities could result in increased fixed payment obligations and could also result in restrictive covenants, such as limitations on our ability to incur additional debt or issue additional equity, limitations on our ability to acquire or license intellectual property rights and other operating restrictions that could adversely affect our ability to conduct our business. In addition, the issuance of additional equity securities by us, or the possibility of such issuance, may cause the market price of our common stock to decline. If we are not able to secure additional funding when needed, we may have to curtail or reduce the scope of our business or forgo potential business opportunities.

The following summarizes our cash flows for the three months ended March 31, 2026 and 2025 (in thousands):


	Three Months Ended March 31,
	2026			2025
Net cash used in operating activities	$	(2,835	)	$	(3,280	)
Net cash used in investing activities		(882	)		(301	)
Net cash used in financing activities		(350	)		(169	)
Effect of exchange rates on cash, cash equivalents, and restricted cash		(17	)		486
Net decrease in cash, cash equivalents, and restricted cash		(4,084	)		(3,264	)
Cash, cash equivalents, and restricted cash at beginning of period		128,909			135,946
Cash, cash equivalents, and restricted cash at end of period	$	124,825		$	132,682

Cash flows from operating activities

Cash used in operating activities for the three months ended March 31, 2026 of $2.8 million was primarily due to a net loss of $3.4 million, a decrease in cash from net changes in operating assets and liabilities of $669,000, partially offset by adjustments to net loss for certain non-cash items of $1.3 million, primarily consisting of depreciation, amortization, and stock-based compensation.

Cash used in operating activities for the three months ended March 31, 2025 of $3.3 million was primarily due to a net loss of $4.8 million and a decrease in cash from net changes in operating assets and liabilities of $178,000; partially offset by adjustments to net loss for certain non-cash items of $1.7 million, consisting of depreciation, amortization, stock-based compensation, and impairment of operating lease right-of-use asset.

Cash flows from investing activities

Cash used in investing activities for the three months ended March 31, 2026 was $882,000 which related primarily to capital expenditures for our manufacturing facility in Thailand.

Cash used in investing activities for the three months ended March 31, 2025 was $301,000 which related to capital expenditures for our manufacturing facilities in Singapore and Thailand.

Cash flows from financing activities

Cash used in financing activities for the three months ended March 31, 2026 and 2025 was $350,000 and $169,000 respectively, which related to taxes paid associated with net share settlements of RSUs and PSUs.

Contractual Obligations

We lease facilities, certain equipment, and automobiles under non-cancelable operating lease agreements. See Note 12, Leases, in the accompanying notes to our condensed consolidated financial statements.

Purchases for inventories are highly dependent upon forecasts of customer demand. Due to the uncertainty in demand from our customers, we may have to change, reschedule, or cancel purchases or purchase orders from our suppliers. These changes may lead to vendor cancellation charges on these orders or contractual commitments. See Note 13, Commitments and Contingencies, in the accompanying notes to our condensed consolidated financial statements.

Our other long-term liabilities include gross unrecognized tax benefits, and related interest and penalties. At this time, we are unable to make a reasonably reliable estimate of the timing of payments in individual years in connection with these tax liabilities.

Off-Balance Sheet Arrangements

We have not entered into off-balance sheet arrangements, or issued guarantees to third parties.

Climate Change

We believe that neither climate change, nor governmental regulations related to climate change, have had a material effect on our business, financial condition or results of operations.

Critical Accounting Estimates

Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires management to establish accounting policies that contain estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These policies relate to revenue recognition, inventory, income taxes, long-lived assets, and stock-based compensation. We have other important accounting policies and practices; however, once adopted, these other policies either generally do not require us to make significant estimates or assumptions or otherwise only require implementation of the adopted policy and not a judgment as to the policy itself. Management bases its estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Despite our intention to establish accurate estimates and assumptions, actual results may differ from these estimates under different assumptions or conditions.

During the three months ended March 31, 2026, management believes there have been no significant changes to the items that we disclosed within our critical accounting policies and estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended.

Recent Accounting Pronouncements

See Note 2, Significant Accounting Policies and Recent Accounting Pronouncements, in the accompanying notes to our unaudited condensed consolidated financial statements in Item 1 of Part I of this Quarterly Report for a description of recent accounting pronouncements, which is incorporated herein by reference.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, or Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Our disclosure controls and procedures have been designed to meet reasonable assurance standards. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Controls over Financial Reporting

We have made no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the three months ended March 31, 2026, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are and from time to time, may become subject to various legal proceedings and claims arising in the ordinary course of business or could be named a defendant in other lawsuits. Legal proceedings could result in material costs, occupy significant management resources and entail penalties, even if we prevail. The outcome of such claims or other proceedings cannot be predicted with certainty and may have a material effect on our financial condition, results of operations or cash flows.

Item 1A. Risk Factors

Our business and results of operations are subject to numerous risks, uncertainties, and other factors that you should be aware of. You should carefully review and consider the information regarding certain factors that could materially affect our business, financial condition or future results set forth in Part II, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, as amended, under the heading “Risk Factors”. There have been no material changes from the risk factors disclosed in our 2025 Annual Report on Form 10-K, as amended. The risks, uncertainties and other factors described in the risk factors are not the only ones facing our company. Additional risks, uncertainties and other factors not presently known to us or that we currently deem immaterial may also impair our business operations. Any of the risks, uncertainties and other factors could have a materially adverse effect on our business, financial condition, results of operations, cash flows or product market share and could cause the trading price of our common stock to decline substantially.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The table below sets forth information regarding the Company’s purchases of its common stock during the three months ended March 31, 2026:


	Issuer Purchases of Equity Securities
Period	Total number of shares purchased(1)		Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs		Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
January 1, 2026 – January 31, 2026		7,796	$	3.47		—		—
February 1, 2026 – February 28, 2026		14,855		3.32		—		—
March 1, 2026 – March 31, 2026		86,050		3.17		—		—
Total		108,701	$	3.21		—

(1) Consists of shares surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of RSUs and PSUs issued to employees.

Item 5. Other Information

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the quarter ended March 31, 2026, no director or officer adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits


Exhibit Number		Description

31.1^		Certification of Chief Executive Officer pursuant to Section 302 of the Securities Exchange Act of 1934.

31.2^		Certification of Chief Financial Officer pursuant to Section 302 of the Securities Exchange Act of 1934.

32#		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document with embedded Linkbase Documents.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

^ Filed herewith.

# Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.

SIGNATURES

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 thereunto duly authorized.


	IDENTIV, INC.

May 14, 2026	By:	/S/ Kirsten Newquist
		Kirsten Newquist
		Chief Executive Officer
		(Principal Executive Officer)

May 14, 2026	By:	/S/ Edward Kirnbauer
		Edward Kirnbauer
		Chief Financial Officer and Secretary
		(Principal Financial and Accounting Officer)