Management Change/Compensation (Form 8-K)

Item 5.02(e) Compensatory Arrangements of Certain Officers

On January 22, 2026, the Compensation Committee of the Board of Directors ("Committee") of ParkerVision, Inc. (the "Company"), approved grants, under the Company's 2019 Long-Term Incentive Plan (the "2019 Plan"), of nonqualified performance-based stock options to its executive officers. The performance-based grants included a performance-based option to purchase up to 8,000,000 shares granted to Jeffrey Parker, the 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 $0.24 per share, which 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 third parties. The performance-based options provide for automatic acceleration of vesting, regardless of performance conditions, in the event (i) the market capitalization of the Company meets or exceeds $1 billion for twenty (20) consecutive trading days, 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.

In addition, the Committee approved a grant, under the 2019 Plan, of a nonqualified time-based stock option for the purchase of up to 500,000 shares granted to the CFO. This option has an exercise price of $0.24 per share, vests in four equal biannual installments over a two-year period beginning July 22, 2026, and expires five years from the date of grant.

The Committee also approved a 2.5% cost-of-living increase in the base salaries of the CEO and CFO, effective April 15, 2026.