Sec Form 4 Filing - LEWIS JOSEPH @ INSEEGO CORP. - 2024-11-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LEWIS JOSEPH 2. Issuer Name and Ticker or Trading Symbol INSEEGO CORP. [ INSG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See remarks (Last) (First) (Middle) ALBANY FINANCIAL CENTER, SUITE 207, LEWIS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 11/06/2024 (Street) NEW PROVIDENCE, BAHAMASN7776 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/06/2024 J 697,736 A 1,756,842 I See footnote ( 2 ) Common Stock 43,344 ( 3 ) I See footnote ( 4 ) Common Stock 761,483 I See footnote

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Exchange Warrants $ 12.12 11/06/2024 J 453,528 11/06/2024 11/06/2028 Common Stock 453,528 ( 1 ) 453,528 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LEWIS JOSEPH ALBANY FINANCIAL CENTER, SUITE 207 LEWIS DRIVE NEW PROVIDENCE, BAHAMASN7776 See remarks Golden Harbor Ltd. ALBANY FINANCIAL CENTER, SUITE 207 LEWIS DRIVE NEW PROVIDENCE, BAHAMASN7776 See remarks Signatures GOLDEN HARBOR LTD./s/Paul Higgs, Director 11/12/2024 Signature of Reporting Person Date JOSEPH C. LEWIS/s/Joseph C. Lewis 11/12/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 6, 2024, Golden Harbor Ltd. ("Golden Harbor") surrendered to Inseego Corp. (the "Issuer") $24,456,000 in outstanding Issuer 3.25% convertible notes due 2025 (the "2025 Notes") in exchange for the Issuer's payment of $11,039.17 in accrued but unpaid interest arising under the 2025 Notes and the issuance of (i) $9,999,992 in principal amount of Issuer 9% Senior Secured Notes due 2029 (the "2029 Notes"), (ii) 697,736 shares of the Issuer's common stock, par value $0.001 ("Common Stock") and (iii) warrants (the "Exchange Warrants") to purchase 453,528 shares of Common Stock. ( 2 )These securities are owned directly by Golden Harbor. Mr. Lewis is the sole indirect beneficial owner of Golden Harbor. ( 3 )Reflects restricted stock units granted to James B. Avery, a member of the issuer's board of directors. Mr. Avery is obligated to transfer any shares issued pursuant to any equity awards made to him by the issuer, or the economic benefits, to Tavistock Holdings, Inc. ("Tavistock Holdings") as a successor-in-interest to Tavistock Financial, LLC. These securities are owned directly by Tavistock Holdings. Mr. Lewis is the sole indirect beneficial owner of Tavistock Holdings. Golden Harbor disclaims beneficial ownership of these securities. ( 4 )These securities are owned directly by Braslyn Ltd. ("Braslyn"). Mr. Lewis is the sole indirect beneficial owner of Braslyn. Golden Harbor disclaims beneficial ownership these securities.

Remarks: The Reporting Persons may be deemed a member of a group that beneficially owns more than 10% of the outstanding shares of Common Stock of the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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