{"url_path":"/sec/sqns/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 Information on the Company","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-11","source_url":"https://www.sec.gov/Archives/edgar/data/1383395/0001383395-26-000082-index.html","accession_number":"0001383395-26-000082","cik":"0001383395","ticker":"SQNS","issuer_name":"SEQUANS COMMUNICATIONS","edgar_url":"https://www.sec.gov/Archives/edgar/data/1383395/0001383395-26-000082-index.html","primary_entity_key":"0001383395","primary_entity_name":"SEQUANS COMMUNICATIONS"},"word_count":7622,"has_tables":true,"body_markdown":"Item 4. Information on the Company\n\nA.History and Development of the Company\n\nOur History\n\nSequans Communications S.A. was incorporated as a société anonyme under the laws of the French Republic on October 7, 2003, for a period of 99 years. We are registered at the Nanterre Commerce and Companies Register under the number 450 249 677. Our principal executive offices are located at 15-55 boulevard Charles de Gaulle, 92700 Colombes, France, and our telephone number is +33 1 70 72 16 00. Our agent for service of process in the U.S. is GKL Corporate/Search, Inc., One Capitol Mall, Suite 660, Sacramento, California 95814.\n\nIn June 2025, we raised approximately $384 million through private placements involving equity, warrants, and $189 million in secured convertible debentures. The funds were used to purchase 3,234 Bitcoin, all pledged as collateral for the debentures. In October 2025, the debenture agreement was amended to permit the repurchase of 50% of the debentures at a small premium, funded by selling 970 Bitcoin, which also released 647 Bitcoin from the collateral. A second amendment in February 2026 allows repurchase of the remaining debentures using Bitcoin sales through June 1, 2026.\n\nIn January 2025, we acquired ACP Advanced Circuit Pursuit AG (\"ACP\"), a recognized leader in RF semiconductor innovation, that has shipped millions of RF transceivers powering advanced applications such as 5G small cells, drones, and V2X systems. ACP's deep RF expertise strengthen Sequans portfolio of RF technology and products addressing various wireless market segment.\n\nOn September 30, 2024, Qualcomm Technologies, Inc. (“Qualcomm”), a subsidiary of Qualcomm Incorporated, acquired the majority of our 4G IoT technologies. In addition to retaining full ownership of 5G intellectual property, we retained the right to sell, support, maintain and enhance our existing 4G product portfolio and develop new generations of chips and modules using such technologies. This deal enables us to advance our Monarch (LTE-M/NB-IoT) and Calliope (LTE Cat-1/Cat-1bis), along with 5G RedCap and eRedCap product developments. The transaction did not affect Sequans’ existing contractual obligations or operations with customers, suppliers, and industry partners.\n\nThe SEC maintains an Internet site at http:// www.sec.gov that contains reports, proxy and information statements, and other information that we file electronically with the SEC. Our website is www.sequans.com. The information on, or that can be accessed through, our website is not part of this annual report.\n\nAs of the date of this annual report, there has been no indication of any public takeover offers by third parties in respect of our ADSs or ordinary shares or by the Company in respect of other companies’ shares.\n\nPrincipal Capital Expenditures\n\nOur capital expenditures including purchase of intangible assets and capitalized development costs for the years ended December 31, 2023, 2024, and 2025 amounted to $29.6 million, $19.7 million, and $2.2 million, respectively. They primarily consisted of purchases related to 5G product development and, in 2023 and 2024 only, capitalized development costs. We anticipate our capital expenditures in the year ended December 31, 2026 to be primarily for 5G narrow band development for the massive Internet of Things (IoT) markets. We anticipate our capital expenditure in 2026 to be financed from our cash on hand plus financing from R&D project financing, and potentially from new strategic alliances or from sales of digital assets. Should we decide to broaden our product range by acquiring or developing complementary technologies, we could need additional capital expenditures in order to support development of multi-mode or multi-feature products.\n\nB.Business Overview\n\nWe are a fabless designer, developer and supplier of semiconductor solutions primarily for the IoT markets. We offer a comprehensive set of cellular IoT 5G/4G chips and modules fully optimized for non-smartphone devices. Since the acquisition of ACP, we also provide RF transceivers for Software Defined Radio applications as well as advanced design services and technology licensing.\n\nIoT applications usually have low data transmission needs and require technology extremely optimized in power consumption and cost to enable massive deployment. It covers applications such as smart mobility and logistics, smart utility meters, smart cities, smart industries, e-health and wellness, and smart homes to name few. Our product portfolio is composed\n\n37\n\nof chips, or integrated circuits (IC) of baseband processors and radio frequency (RF) transceivers, as well as IoT modules that incorporate these chips along with radio front end subsystem, and rich software that includes advanced modem and signal processing code as well as protocol stack and higher-layer applications. Our goal is to deliver an advanced set of features with technology optimized to address the IoT requirements: power, size, high reliability and advanced security algorithms at a competitive price.\n\nThe cellular IoT market is often served by single-mode 4G LTE, or LTE-only, devices. The completion of 3GPP Release 13/14 in 2016 introduced two LTE categories targeting low power, low data-use machine-type communications enhancing power efficiency, reducing module costs, and improving coverage for the IoT market. LTE-M (also known as LTE Cat M) can achieve peak download rates of about 1 Mbps, while NB-IoT can reach peak download rates of about 100 Kbps. Additionally, 3GPP Release 14 introduced LTE Cat 1bis, an optimized evolution of the original Cat 1 technology, providing peak download rates of about 10 Mbps. LTE Cat 1bis is used in IoT devices that require extra bandwidth or are deployed in areas without LTE-M coverage. LTE Cat 4, offering peak download speeds of up to 150 Mbps, is used in IoT devices requiring higher bandwidth. With the evolution of the standard to 5G, new 5G standards have been introduced to service the IoT market. 3GPP Release 17 introduced 5G NR RedCap, also known as Reduced Capability New Radio, with a peak download rate of up to 150 Mbps. eRedCap (Enhanced Reduced Capability) was introduced in 3GPP Release 18 and supports a reduced data bandwidth with a peak download rate of 10 Mbps.\n\nWith our solutions we address the rapidly-growing 4G cellular IoT market. We provide a comprehensive product portfolio based on our flagship Monarch platform (LTE-M/NB IoT), Calliope platform (LTE Cat 1 and Cat 1 bis) featuring industry-leading low power consumption, a large set of integrated functionalities, and global deployment capability. We also address higher bandwidth IoT applications with our Cassiopeia platform (LTE Cat 4).\n\nIn June 2024, we suspended the development of our 5G broadband product for Fixed Wireless Access applications and reoriented our product roadmap towards low-power 5G variants for IoT, specifically RedCap and eRedCap. We believe we will be able to deliver our next generation of products, dual mode (5G and 4G), leveraging all our past 4G development efforts and reinforcing our position in the IoT market.\n\nIn July 2025, we introduced Iris, a line of RF Integrated Transceivers for Software Defined Radio (SDR) applications. Purpose-built for mission-critical applications in defense, aerospace, drones, vehicle-to-everything (V2X), routers and other 5G systems, Iris sets a new standard in RF performance, flexibility, and reliability. The Iris product line comes from Sequans’ acquisition of ACP in early 2025.\n\nMany vertical applications, such as satellite, avionic, public safety and military, seek to leverage the cellular 5G/4G 3GPP standard to serve their markets. Using our 5G/4G platforms developed originally for the cellular IoT market segments described above, we address this market by offering IP licensing and software services to do the required modifications on such platforms in order to offer optimized solutions for these vertical applications.\n\nOur product portfolio allows us to target the market segments described above, with purpose-built, price/performance-optimized chipset solutions. This includes chips, modules, technology licensing and services, that have the advantage to accelerate the time-to-market in some market segments.\n\nOn June 23, 2025, we announced the establishment of our Bitcoin treasury, financed by the issuance of both equity and convertible debentures in July 2025. The financings generated total gross proceeds of approximately $384 million, which were used to purchase 3,234 Bitcoin for $377.2 million at an average price of $116,643 per Bitcoin, all pledged as collateral for the debentures.\n\nOn October 27, 2025, the Debenture Purchase Agreement was amended to allow us to repurchase 50% of the debentures at face value plus a 6.5% premium, releasing 50% of the Bitcoin collateral. This repurchase, completed on November 10, 2025 for $100.6 million, was funded by selling 970 Bitcoin, and 647 Bitcoin were released from collateral. On February 10, 2026, the Debenture Purchase Agreement was further amended to allow repurchase of the remaining debentures, funded by selling Bitcoin from the collateral account by June 1, 2026. Since executing the second amendment of the Debenture Purchase Agreement, through April 23, 2026, the Company has sold 700 Bitcoin to fund redemption of $50.8 million of the debentures.\n\nAs of April 23, 2026, the Company held 1,214 Bitcoin, of which 917 Bitcoin remain pledged to secure the remaining portion of the debentures.. Based on the current price of Bitcoin, we expect to have approximately 600 Bitcoin remaining after repurchase of all the debentures in the second quarter of 2026, which Bitcoin will be unencumbered. Going forward, we do not\n\n38\n\nintend to further pursue our Bitcoin treasury strategy. Instead, our objective will be to monetize our Bitcoin holdings over time, extracting value in a disciplined manner while balancing market conditions with our broader capital needs.\n\nWe manage our Bitcoin holdings with a pragmatic and opportunistic approach. To support the implementation of this strategy, we operate in partnership with premier Bitcoin financial services platforms and institutional services providers, leveraging their expertise to ensure secure execution, robust governance, and market transparency.\n\nOur Bitcoin treasury strategy exposes us to various risks. Please refer to the section titled “Risk Factors” of this Annual Report.\n\nIndustry Background\n\nEvolution of Wireless Networking : from 4G to 5G Wireless\n\n4G LTE has become the dominant technology for terrestrial cellular networks. The strong coverage of LTE networks worldwide explains the continuous growth of IoT devices using this technology. In October 2025, ABI Research projected that the single-mode Cat 1bis and LTE-M/NB-IoT module market will grow at a CAGR of 13% between 2025 and 2030 to reach annual shipments of 322 million units in 2030.\n\n5G further expands the principles of 4G, bringing: better spectrum efficiency, higher throughput, and lower latency. This opened new opportunities for applications, ranging from gaming, to medical monitoring, and autonomous vehicles. MIMO techniques have been extended compared to 4G, and aggregated bandwidth is coming at a much larger scale. While 4G is mostly using aggregated bandwidth of 20, 40, or, in some rare cases 100MHz, 5G makes use of aggregated bandwidth up to 800MHz. The combination of powerful MIMO schemes and very large bandwidth allows for much higher throughput, in the range of several Gbps. Regulatory aspects have facilitated such a transition; spectrum is known to be a scarce resource. Beyond the re-farming of legacy spectrum (in the sub-6GHz range), new spectrum has been allocated in both this sub-6GHZ, and in the millimeter wave space (24GHz and above). Additionally, 5G was built to allow a smooth transition from 4G networks, with two main modes of operations: 5G Standalone (SA) for pure 5G operation and Non Standalone (NSA) for coexistence with 4G. This specifically allows legacy devices already deployed to be smoothly integrated in a brand new 5G network.\n\nStarting with 3GPP Release 17, the Reduced Capability (RedCap) category of devices in 5G NR aims to address lower data rates below 300 Mbps, providing a solution to replace legacy LTE Cat 6 and Cat 4. This approach continues in 3GPP Release 18 with eRedCap (Enhanced Reduced Capability), which offers an optimized solution similar to LTE Cat 1. Both 5G NR RedCap and eRedCap rely on operators' 5G Standalone (SA) network deployment and operate on the lower sub-6GHz spectrum (FR1). RedCap is expected to be used on FD-FDD and TDD spectrums with two antennas, while eRedCap, optimized for single antenna usage, may operate on either FD-FDD or HD-FDD. Migration to 5G NR RedCap / eRedCap will be progressing gradually, shaped by 5G Standalone (SA) network readiness and operators’ spectrum re-farming strategies. Dual-mode devices supporting both LTE 4G and 5G NR will be required to enable this transition. As of January 2026, the GSA1 counted 374 commercial 5G networks around the world of which 182 were investing in 5G standalone.\n\nChallenges Faced By 4G/5G Wireless Semiconductor Providers\n\nSuppliers of 4G and 5G semiconductor solutions face significant challenges:\n\n•Execution Challenges. The rapid evolution and complexity of wireless protocols for IoT (LTE-M, NB-IoT, LTE Cat 1bis and Cat 4, 5G NR RedCap and eRedCap), requires sustained product development excellence and ongoing collaboration with networks operators and infrastructure providers to meet market technology needs. Subscriber demand and carriers’ push to increase revenues by providing new and higher performance devices have driven OEM and ODM product life cycles to become shorter and require semiconductor solution providers to adhere to quick time-to-market schedules while providing fast and efficient transition from design-in to volume production. Typical design cycles range from six months for consumer electronics devices up to two years or more for industrial or automotive applications. In addition, wireless carriers require semiconductor solutions to undergo extensive certification qualification and interoperability testing prior to mass production.\n\n•Technology Challenges. In order to increase throughput with minimal cost, wireless carriers require more efficient use of spectrum through the implementation of complex signal processing algorithms, such as OFDMA with always higher modulation schemes, advanced MIMO, carrier aggregation and millimeter wave support, that require a significant amount of system-level and software expertise in addition to IC design knowledge. In addition, OEM and ODM customers’ desire for continuous improvements in power efficiency, reduced form factor and lower cost require rapid\n\n1 Global Mobile Suppliers Association (https://gsacom.com/paper/gsa-infographic-january-2026/)\n\n39\n\ndesign cycles employing increasingly advanced silicon processes, improved RF transceiver performance and integration of additional features.\n\n•Semiconductor Supply Constraints. Periodically, worldwide component shortages have created significant obstacles to on-time production and have resulted in cost increases and/or increases in lead times for components. In 2025, the semiconductor industry continued to experience periods of tight supply, driven primarily by exceptionally strong global demand for AI‑related computing, memory, and data‑center components, which placed pressure on upstream capacity and contributed to selective component shortages. The situation required us in some cases to qualify new sources of supply. In other cases, we, as well as some of our customers, purchased more inventory than required in the short-term, in order to ensure adequate supply over the following quarters.\n\nOur Competitive Strengths\n\nWe believe the following competitive strengths enable us to address the challenges faced by 4G and 5G wireless semiconductor providers:\n\n•A strong track record of execution in 4G, that we are leveraging for 5G. We believe we are well positioned in the 4G LTE market, with more than 90 end customers having already launched or in the development phase of products using Sequans 4G LTE chipsets, and in particular, we are a recognized innovator and leader in LTE for IoT chipsets. We have released many generations of 4G/5G chips from WiMax to LTE that have been deployed in a variety of devices including smartphones, USB dongles, tablets, mobile routers, broadband access CPEs, in-car telematics devices, smart meters, eHealth/well-being applications, and other industrial and consumer IoT devices. We have a track record of technologies leadership and innovation. As examples :\n\n•in 2017, introduction of Monarch, world's first LTE-M/NB-IoT single chip solution\n\n•in 2019, introduction of Monarch 2, second generation of Monarch with improved power consumption and dual mode LTE-M/NB-IoT support\n\n•in December 2021, introduced Cat 1bis modules based on second-generation Cat 1 chip, Calliope 2;\n\n•in August 2022, executed a multi-year, strategic 5G licensing agreement in excess of $50 million;\n\n•introduced in November 2022, jointly with Skyworks Solutions, Inc., a SiP (system-in-package) solution combining Sequans’ Monarch 2 modem with Skyworks’ radio front-end solution;\n\n•in April 2023, introduced in collaboration with Anterix, the Cassiopeia CA410 LTE Cat 4 multi-band solution for public and private networks in North America;\n\n•in September 2024, sale of 4G IoT technology to Qualcomm while retaining the right to sell, support, maintain and enhance our existing 4G product portfolio and develop new generations of chips and modules using such technologies; and\n\n•in July 2025, introduced Iris, a line of RF Integrated Transceivers for Software Defined Radio (SDR) applications. Purpose-built for mission-critical applications in defense, aerospace, drones, vehicle-to-everything (V2X), routers and other 5G systems, Iris sets a new standard in RF performance, flexibility, and reliability.\n\n•Understanding of wireless system-level architecture and expertise in signal processing. We have an end-to-end understanding of wireless system-level architectures and networks based on our team’s experience in a broad range of wireless technologies. This enables us to serve as a trusted advisor to wireless carriers, OEMs and infrastructure vendors to optimize the performance of their 4G and 5G devices and networks. For example, our solutions offer improved standby-mode battery life in wireless devices as a result of our in-depth understanding of the interactions between the device and the network and of our implementation of advanced power-saving techniques in our solutions. We have implemented a proprietary technique called Dynamic Power Management in our Monarch chip that assures the longest possible battery life for IoT devices by dynamically adapting the chip’s deep-sleep implementation to the traffic patterns of various IoT use cases. We have also implemented another proprietary technique called eco-Paging that allows very low power consumption while maintaining a good level of reachability for the IoT device. We also leveraged our signal processing know-how to embed new functionalities such as GNSS. Security, which is at the heart of the IoT devices, has also been strengthened in our Monarch 2, embedding a Common Criteria EAL5+ secure enclave. We also invest into enabling our customers to benefit from an integrated development environment on our Monarch 2 platform.\n\n•High performance solutions for 4G and 5G applications. Our solutions offer high performance for use in a wide array of wireless devices. The key performance characteristics of our solutions include:\n\n◦high power efficiency in both active and idle modes using our patented idle mode optimization algorithms that improve standby time and help maximize device battery life;\n\n40\n\n◦support for LTE-Advanced features, including carrier aggregation, a capability of creating a single virtual wide channel from two or more different narrower channels, resulting in higher throughput;\n\n◦integration of complete on-chip support for Voice over LTE (VoLTE), including support for high-definition voice using wideband codecs;\n\n◦support for LTE-Advanced technology band 48 for CBRS solutions available through two of our LTE solutions;\n\n◦integrated RF and baseband functions in single die optimizing power consumption and reducing solution cost and size;\n\n◦development and integration of specific high doppler tolerant algorithms to allow for in-plane connectivity, and efficient LTE-to-satellite communication schemes for breakthrough in mobility and connectivity for satellite services;\n\n◦development of Cat 1bis technology to address the cost and power consumption barriers that we believe have inhibited widespread use of 4G in wearables and consumer applications, as well as traditional IoT voice-oriented applications such as alarm systems;\n\n◦support of outdoor location services with embedded GNSS functionality, allowing an efficient cost structure of our customers, while enabling very low power applications requiring positioning; and\n\n◦support of an embedded applications environment.\n\n•Highly optimized 4G and 5G solutions. We have successfully produced and ramped into commercial production multiple generations of 4G system-on-chip, or SoC, semiconductor solutions. We delivered the first cellular technology (Cat 1 and LTE-M) for IoT, and we began delivering the second generation dual mode LTE-M/NB-IoT for this segment in 2021. We are delivering in production our Cat 1bis platform, the second generation Cat 1 solution. This experience has resulted in what we believe to be one of the industry’s most efficient implementations, providing high performance at low cost and low power consumption. Some of our solutions have integrated the baseband processor and the RF transceiver into a single die, resulting in extremely high integration, small footprint and low cost. We developed and launched our second-generation LTE-M chipset, the Monarch 2 that provides major improvement in power and cost with new advanced features. Furthermore, our comprehensive software solutions help our customers get to market quickly with an optimized, mature and field proven solution. Our highly optimized solutions offer key advantages for both ourselves and our end customers:\n\n◦Lower overall system cost for our end customers, coupled with higher functionality and smaller form factor. Our ability to integrate digital and RF functions into a single device also allows us to maintain higher product margins as we believe device manufacturers are willing to pay a premium for our integrated 4G solutions, while also enabling us to reduce our manufacturing costs for wafer fabrication, assembly and testing.\n\n◦The implementation of advanced “known good die” and wafer-level chip-scale packaging (WLCSP) technology, which reduces chip cost and design footprint, enables the creation of very small and cost-effective LTE modules.\n\n◦Simplified product design for device manufacturers, as our solutions incorporate all key components required for a 4G device in a single die or package. We believe these advantages enable our products to be incorporated into leading edge devices that offer a high-quality user experience, as well as accelerate our end customers’ time-to-market.\n\n◦Proprietary embedded protocol software that has been exhaustively tested with major base station vendors’ equipment to ensure reliable performance in the field. We also offer host software that facilitates rapid development of high performance device drivers, connection managers and other key application-layer software functionality.\n\n◦Provide lowest power consumption with 1µA PSM and eco-Paging™ for optimized Extended Discontinuous Reception (eDRX), a feature that allows IoT devices to remain inactive for longer periods.\n\n◦Optimized dual-mode Cat M/NB-IoT operation.\n\n◦VoLTE support for integrated voice.\n\n◦GNSS positioning.\n\n◦Common Criteria EAL5+ certified cellular platform.\n\n•Long-term relationships with wireless carriers. We have developed close relationships with wireless carriers around the world, helping them to test their new networks and specific features of those networks. We believe these relationships are critical to being able to certify our products quickly and to help our customers to certify and deploy their products efficiently.\n\nOur Strategy\n\nOur goal is to be a leading provider of next-generation wireless semiconductor for IoT by providing best-in-class solutions that enable mass-market adoption of 4G and 5G technologies worldwide. Key elements of our strategy include:\n\n41\n\n•Identifying and optimally serving 4G and 5G market segments. As cellular operators continue to build out their 4G LTE and 5G NR networks and re-farm their 2G and 3G spectrum to support demand for data capacity, we expect to see significant growth in the demand for 4G LTE-only, 5G and 5G with 4G fallback devices to enable the migration to 5G. In our estimation, this demand is expected to come from three areas:\n\n1)Continuous growth in LTE-M/NB-IoT, LTE Cat 1bis and Cat 4 : While a large number of IoT connections are expected to use WiFi, Bluetooth or some other local-area or personal-area networking technology, there are many applications for wide-area connectivity which can be addressed by cellular networks. Applications for cellular connectivity include smart utility meters, security, asset tracking, mobile/remote healthcare, industrial automation and monitoring, retail, smart cities, consumer wearables, agriculture and environmental monitoring, and more. This trend toward the use of 4G LTE in the IoT market began with the arrival of cost- and power-optimized Category 1 LTE solutions in 2015, and is accelerating with the arrival of machine type communications (MTC)-optimized 3GPP Release 13/14/15 LTE solutions, which define Cat M and Cat NB user equipment categories. In 2021, we also observed a slower than expected adoption of NB-IoT in several regions, notably in Japan (which appears to be abandoning NB-IoT networks), in Europe (developing LTE-M on top of NB-IoT), in North America (AT&T discontinuing NB-IoT) and even in China (where some applications are progressively turning to higher data rate Cat 1bis vs. lower data rate NB-IoT). On the other hand, LTE-M has been steadily growing, and new generation Cat 1bis have been on the rise. Our product family is composed of:\n\na.Monarch, the world’s first LTE-M/NB-IoT chip (announced in February 2016, certified in 2017) and our second generation of dual-mode LTE-M/MB-IoT semiconductor, Monarch 2, with better cost, power saving, and integrated features such as an application development environment, GNSS, and iUICC.\n\nb.Calliope, our world-first Calliope LTE Cat 1 chipset platform, announced in January 2015. The Calliope 2, our Cat1bis chip, is enabling us to gain market share in telematics, security camera and IoT applications, such as smart home that require higher bandwidth than LTE-M.\n\nc.Cassiopeia, our LTE Cat 4 chipset platform, addressing IoT deployments on Private (CBRS and Anterix) and Public Networks in North America\n\n2)Transition to 5G NR : As 5G NR Standalone (SA) networks are deployed, IoT applications will gradually migrate to 5G NR RedCap and eRedCap that has been specified in 3GPP Release 17/18. In February 2025, we unveiled our next generation of 5G NR semiconductors, designed to enhance performance and ensure a seamless transition from 4G LTE to 5G NR. These semiconductors promise longevity, robust connectivity, and low power consumption. The Monarch 3 integrates 5G NR eRedCap with 4G, enhancing connectivity and performance. The Calliope 3 combines 5G NR eRedCap with 4G, offering improved data rates and robust connectivity. Lastly, we expect to develop a light version of Taurus that supports both LTE Cat 4 and RedCap, insuring reliable and efficient operation.\n\n•Accelerating our, and our customers’, time to market and reducing our customers’ development costs. By packaging our semiconductor solutions in a complete, turnkey module form factor and certifying them with key wireless carriers, we have been catalyzing the market for cellular devices, speed time to market for customers wishing to incorporate connectivity in their devices and reduce the cost and complexity for our customers.\n\n•Leveraging our multiple generations of 4G chip design experience to become a leader in advanced 4G and 5G technology and cost efficiency. The cost and power efficiency achieved from our many generations of 4G modem design has enabled us to deliver our family of products at attractive price points, enabling LTE connectivity to be embedded in a wide range of cost-sensitive IoT applications in both consumer and machine-to-machine applications. The most recent members of our 4G IoT family are the Monarch 2, and Calliope 2, with increasing level of integration and features. We are currently developing our next generation of semiconductors, the Monarch 3 and Calliope 3, adding 5G eRedCap and enhances performances.\n\n•Partnering with other leading technology companies to complement our technology offerings. We regularly collaborate with ecosystem partners who provide complementary technology or strengthen our capabilities to address customer needs and competitive pressure. We are partnering with mobile virtual network operators (MVNOs) to enable new potential customers using multi-region coverage. We have signed worldwide distribution contracts with Avnet, Digi-Key, Mouser Electronics and Richardson RFPD. This will facilitate access to our technology through the distributors’ wide go-to-market presence.\n\nOur Solutions\n\n42\n\nWe have developed a portfolio of semiconductor solutions to address a variety of applications and market segments. We offer baseband solutions used to encode and decode data based on 4G/5G protocols that serve as the core wireless processing platform for a cellular device; RF transceivers used to transmit and receive wireless transmissions; and highly integrated SoC solutions that combine these and other functions into a single die or package. Some of our SoC solutions integrate the baseband and RF transceiver functions, in some cases with an applications processor and memory. This advanced integration reduces the size, cost, design complexity and power consumption of cellular solution. We offer a family of LTE modules that vastly simplify the task of embedding LTE connectivity for device makers lacking cellular experience. This helps us expanding our options in adjusting our business model on case-by-case basis.\n\nAll of our baseband, SoC products and modules are provided with comprehensive software, including tools, to enable manufacturers to easily integrate our solutions into their devices in a wide variety of environments. In addition, we provide our customers with design support, in the form of reference designs that specify recommended methods for interconnecting our chips to surrounding devices, such as host processors, memory and RF front-end components as well as tools to integrate with products from major automatic test equipment vendors.\n\nOur primary chipset products are summarized in the table below. For each baseband chipset, we have a number of modules available as well.\n\nPlatform Name\nChipset ID\nFamilyDescriptionKey Features\n\nMonarch 2\n\nSQN3430\nLTE Release 14/15 dual-mode LTE-M/NB-IoT\nSoCHighly integrated chip with extremely low power consumption, supporting power class 3 (23 dBm) and lower (20, 14 dBm), with an integrated MCU with Sensor-Hub Mode Secure element & iUICC, EAL5+ security grade.\nModules based on this chipset: GM02S, GM02SP\n\nMonarch 2 SiP SQN66431\nSKY66431LTE Release 14/15 dual-mode LTE-M/NB-IoT\nSiP\n\nSecond generation of Ultra-compact complete LTE-M/NB-IoT System in Package; integrated baseband, RF, pSRAM, power management, front-end and passives; eco-Paging™ for optimized eDRX; power class options 20 and 23dBm; integrated MCU, Secure element & iUICC, EAL5+ security grade, GNSS support.\n\nDesigned in collaboration with Skyworks\n\nCalliope 2\n\nSQN3530\nLTE Release 14/15 SoC\nCat 1bis SoC, A-CPU, Audio, secure enclave, iUICC (40nm) technology. Baseband, RF, power management and memory integrated in one chip platform. Significant improvement in power consumption. Integrated secure enclave with EAL5 level of security.\n\nModule family based on this chipset: GC02S1\n\nCassiopeia\n\nSQN3220/ SQN3220sc\nLTE-Advanced Release 10 BB\nLTE Cat 4 / Cat 6 with carrier aggregation up to 20 + 20 MHz\n\nModules based on this chipset: CB410 / CB610 / CA410\n\nCassiopeia\n\nSQN3240/SQN3242/SQN3244\nLTE RF\nSupports FDD and TDD 700 MHz - 2.7 GHz, up to 20 MHz bandwidth\n\nModules based on this chipset: CB410 / CB610 / CA410\n\nIris\n\n411/415/424/506/SQN9506\nRFWideband Integrated RF Transceivers\n411: 700Mhz - 2.7GHz; 415: 230MHz - 2.7GHz; 424: 700 MHz - 6 GHz;\n506/SQN9506: 220 MHz - 7 GHz\n\nAbbreviations used in this table: BB = baseband processor, nm = nanometer, dBm = decibels; iUICC = integrated Universal Integrated Circuit Card; MCU = micro controller unit; PMIC = power management IC; RF = radio frequency transceiver, SDRAM = Synchronous Dynamic Random Access Memory, SiP = system in package, SoC = system-on-chip, VoLTE = Voice over LTE.\n\nCompetition\n\nThe wireless semiconductor business is very competitive. We believe that our competitive strengths will enable us to compete favorably in the 4G and 5G IoT markets. The following are the primary elements on which companies in our industry compete:\n\n43\n\n•time to market, functionality, form factor and cost;\n\n•product performance, as measured by network throughput, signal reach, latency and power consumption;\n\n•software maturity and carrier certification coverage;\n\n•track record of providing high-volume deployments in the industry; and\n\n•systems knowledge helping customers to optimize their products.\n\nWe face competition from established semiconductor companies such as Qualcomm Incorporated, Nordic Semiconductors, MediaTek, and companies located in China such as Unisoc Technologies, ASR and Eigencomm as well as smaller actors in the market with more limited product portfolios, such as Altair Semiconductor (Sony), GCT Semiconductor.\n\nThe larger competitors have longer operating histories, significantly greater resources and name recognition, and a larger base of existing customers than us. In addition, some of them may provide incentives to customers or offer bundled solutions with complementary products, which could be attractive to some customers, or adopt more aggressive pricing policies to offset what we believe are the performance and cost advantages of our solutions.\n\nQualcomm Transaction\n\nOn September 30, 2024, we concluded a strategic transaction with Qualcomm Technologies, Inc (\"Qualcomm\"), valued at $200 million in cash.\n\nThe overall deal resulted in Qualcomm acquiring the intellectual property (\"IP\") for our two main 4G products (Monarch 2 and Calliope 2) and certain physical assets, as well as receiving a license to our entire patent portfolio and a license to our partially developed 5G broadband platform, known as Taurus. In addition, approximately 70 of our employees transferred to Qualcomm effective October 1, 2024.\n\nThe transaction included a license back to us of the Monarch2 and Calliope2 IP, which means that we will continue to have the right to manufacture and sell the products to serve our customers as usual, on a royalty-free basis. Therefore, there was no sale or discontinuation of our 4G business.\n\nBusiness Development, Sales, and Marketing\n\nOur business development efforts are focused on developing relationships with wireless carriers to identify the market opportunities in general. The carriers are often a partner providing the data plan service and our customers are major OEMs or ODMs addressing the various applications of cellular IoT, e.g., metering, asset tracking, alarms etc. In this case, we engage with the end customers directly or via our module partners, technology partner or distributors to develop relationships and promote our solutions. We work closely with key players across the wireless industry to understand their requirements and enable them to certify and deploy cellular solutions in high volume.\n\nOur product marketing and business development team is organized regionally and by wireless carrier. In addition to identifying new business opportunities based on the wireless carriers' product launch plan, the product marketing and business development team also works to understand the wireless carriers’ future technological requirements, so that we can incorporate appropriate features in our product roadmap. We have a business development team of both dedicated employees and outside contractors.\n\nOur sales force is organized regionally to provide account management and customer support functions as close to customer physical locations as practical. As of December 31, 2025, we had a direct sales force serving our OEM and ODM customers in the Asia-Pacific region, including Taiwan, China, and Japan; Europe; the Middle East and North America. In the United States and Israel, we have supplemented our direct sales team with sales representatives who help with sales enablement, lead generation, customer communications and customer support functions. We have continued to reinforce our go-to-market capabilities by expanding our new distributor channels implementation, including the four worldwide agreements with Avnet, Digi-Key, Mouser Electronics and Richardson RFPD. These agreements encompass lead generation and support as well as fulfillment. To further the reach of our sales channels, we are collaborating with microcontroller vendors like Microchip, to develop IoT design kits that provide us the scale of these large corporations and also help their existing end customers easily integrate our products while keeping their software legacy intact. They are useful to address the massive IoT market as the numbers of applications and potential customers are very large.\n\nOur sales force works closely with a team of technical support personnel. This team assists customers in solving technical challenges during the design, manufacturing implementation and certification phases of a customer’s product life cycle. The information obtained from customer support is then communicated back to the product development teams to be considered in\n\n44\n\nfuture software releases or hardware development. This high-touch approach allows us to facilitate the successful certification and acceptance by the wireless carriers of our customers’ products, which speeds time-to-market for our customers and reinforces our role as a trusted advisor to our customers.\n\nOur sales cycles typically take 12 months or more to complete and our solutions are generally incorporated into our customers’ products at the design stage. Prior to an end customer’s selection and purchase of our solutions, our sales force and technical support engineers provide our end customers with technical assistance in the use of our solutions in their products. Once our solution is designed into a customer’s product offering, it becomes more difficult for a competitor to sell its semiconductor solutions to that end customer for that particular product offering given the significant cost, time, effort and risk involved in changing suppliers. In addition, once we win a particular design with an end customer, we believe our ability to penetrate other product families at that end customer increases significantly.\n\nOur marketing strategy is focused on enabling broad adoption of 4G, 5G and Software Defined Radio solutions and communicating our technology advantages to the marketplace. This includes building awareness of and preference for our technology at wireless carriers who generate demand for 4G- and/or 5G-enabled devices. By working to understand carrier services strategies, device roadmaps and technical requirements, we believe we are better positioned to drive our roadmap to meet these needs, to influence their choice of technology suppliers, and to identify manufacturers in the wireless industry who are best prepared to serve the needs of the wireless carrier. Our technical and business relationships with AT&T, ChungHwa Telecom CHT, Deutsche Telekom, KDDI, NTT DoCoMo, Orange, Softbank, Spark Networks, T-Mobile, Telefonica, Telenor, Telstra, Verizon Wireless, Vodafone and other operators have allowed us to anticipate requirements and develop solutions tailored for their respective networks, which helped us secure several design wins and launch multiple products. For example, our LTE-M/NB-IoT Monarch 2 chipsets and module offerings have been certified by AT&T, T-Mobile, Verizon, Sprint, NTT DoCoMo, Softbank, KDDI, Telstra, LG U+, Deutsche Telekom, Telus, Telstra, Orange, Vodafone, CHT, Firstnet, Spark Networks — as well as certified with most global and regional industry and regulatory bodies (GCF, PTCRB, FCC, IC/ISED, ACMA, UKCA, RED, NCC, JATE, TELEC).\n\nOur marketing team is also responsible for strategic planning, OEM, ODM, technology partners and wireless carriers business development and corporate communications. All of these functions are aimed at strengthening the competitiveness of our solutions in response to evolving industry needs and competitive activities, and at articulating the value proposition of our technology throughout the industry. Our sales and marketing organizations work closely together to ensure that evolving industry requirements are reflected in our product plans, and that customers have early access to our roadmaps and can communicate the value of our technology to the wireless carriers. This end-to-end value chain management approach is designed to grow and preserve our market share in the segments we serve.\n\nAs of December 31, 2025, we had 37 employees and three outside contractors in our business development, sales, customer support and marketing teams.\n\nCustomers\n\nWe maintain relationships with 4G and 5G wireless carriers and with OEMs and ODMs who supply devices to those carriers and their end users. We do not typically sell directly to wireless carriers, except from time to time in the context of selling services to enable new technologies or markets being developed by the carrier. Our sales are conducted on a purchase order basis with OEMs, ODMs, contract manufacturers, system integrators, or distributors (who provide certain customer communications, fulfillment and customer support functions).\n\nOur top ten customers accounted for 92%, 97% and 88% of our total revenue in 2023, 2024, and 2025, respectively. A strategic partner accounted for 53% of our revenues in 2024 and 33% in 2025. Our strategic partner based in China accounted for 56% of our revenue in 2023, 12% in 2024 and less than 10% in 2025. An ODM partner who represented less than 10% of our revenues in 2023, accounted for 15% of our 2024 revenues and 13% of our 2025 revenues. The following is a list of our top ten customers (names given when we have permission), in alphabetical order, based on total revenue during 2025:\n\n•    Asiatelco\n\n \n\n•    Honeywell\n\n \n\n•    Lockheed Martin\n\n \n\n•    Matlog\n\n \n\n•    MorningCore\n\n•   Nanjing Cygnus Semiconductor Company Ltd\n\n \n\n•   Qualcomm\n\n \n\n•   Telit Cinterion Deutschland GmbH\n\n \n\n•   Withings\n\n \n\n•   Strategic partner (China)\n\nManufacturing\n\n45\n\nWe operate a fabless business model and use third-party foundries and assembly and test contractors to manufacture, assemble and test our semiconductor solutions.\n\nOur sole foundry vendor is TSMC, and currently we use their commercially available mature standard 65nm and 40nm, standard RF, mixed-signal and digital CMOS foundry processes to enable us to produce our products more cost-effectively. We expect to add 22nm technology in the next generation of products. We use well-known outsourced semiconductor assembly and test (OSAT) suppliers such as Advanced Semiconductor Engineering ChungLi (ASECL), Advanced Semiconductor Engineering, Inc. (ASEKH) and Silicon Precision Industries Limited (SPIL) for most of our chipset assembly and testing. We use Asiatel Technologies Co. for manufacturing of our modules.\n\nWe generally manufacture to our internal sales forecasts and fill orders as received with some buffer for rush orders. We do not have manufacturing agreements with our foundry or with our testing and packaging or module vendors, other than with Asiatel, and we place our orders with our foundry and other vendors on a purchase order basis. See “Risk Factors—Risks Related to Our Business and Industry”.\n\nWe strive for continuous improvement in manufacturing processes to deliver year-on-year improvement in output, cost and product quality. We closely monitor the overall production cycle from wafer to finished goods through statistical analysis of the manufacturing data. We also run routine reliability monitoring programs to ensure long term product reliability. This enables us to operate certain test processes on demand to reduce the time-to-market for our products and to help ensure their performance, quality measures, including customer feedback and reliability.\n\nOur quality management system is based upon the requirements of ISO 9001. We are ISO 9001 (2015) certified, and all of our major suppliers and subcontractors are required to have quality management systems certified to ISO 9000 and ISO 14000 levels, as well as appropriate environmental control, corporate social responsibility and sustainability programs.\n\nWe also comply with RoHS and REACH requirements. We perform regular routine supplier audits to ensure that our suppliers meet the required quality standards.\n\nIntellectual Property\n\nWe rely on a combination of intellectual property rights, or IPR, including patents, trade secrets, copyrights and trademarks, and contractual protections, to protect our core technology and intellectual property. At December 31, 2025, we had 61 issued and allowed United States patents, and 9 pending United States patents. The first of our issued and allowed patents will expire in 2026.\n\nIn connection with the sale of 4G intellectual property assets to Qualcomm, we received a license giving us the right to sell, support, maintain and enhance our existing 4G product portfolio and develop new generations of chips and modules using such technologies. This license enables us to continue developing our Monarch (LTE-M/NB-IoT) and Calliope (LTE Cat-1/Cat-1bis. The license is royalty-free for current products and minor derivatives and royalty bearing through September 2029 for major derivatives, assuming annual revenues reach a certain minimum level. The only material limitation in the license is on our ability to assign the license, including in the event of change of control, until September 30, 2027. No assignment of the license is permitted without Qualcomm's agreement, except to certain identified permitted transferees. From October 1, 2027 to September 30, 2030, the license may be assigned but if assigned to a semi-conductor company, a fee will be payable to Qualcomm.\n\nIn addition to our own intellectual property and intellectual property licensed back from Qualcomm, we have also entered into a number of licensing arrangements pursuant to which we license third-party technologies and intellectual property. In particular, we have entered into such arrangements for certain technologies embedded in our semiconductor, hardware and software designs. These are typically non-exclusive contracts provided under royalty-accruing or paid-up licenses. These licenses are generally perpetual or automatically renewed for so long as we continue to pay any royalty that may be due and in the absence of any uncured material breach of the agreement. Certain licenses for technology used for development of a particular product are for a set term, generally at least two years, with a renewal option, and can be easily replaced with other currently available technology in subsequent product developments. In the event that such licenses are not renewed, they nevertheless continue with regard to products distributed in the field. Except for our licenses to the so called “essential patents” described below, we do not believe our business is dependent to any significant degree on any individual third-party license.\n\nIn the past, we have entered into licensing arrangements with respect to so called “essential patents” that claim features or functions that are incorporated into applicable industry standards and that we are required to provide in order to comply with the standard. We may be required to enter into such licensing arrangements in the future in order to comply with applicable industry standards, in particular with respect to the sales of our module products, which have full 4G or 5G functionality. We believe that general practice in the industry is that essential patent holders’ licensing policy is to license only to licensees selling a full 4G or 5G product, not to component vendors.\n\n46\n\nFacilities\n\nOur principal executive offices are located in Colombes, France, consisting of 21,625 square feet under a lease that expires in May 2035, but which may be terminated in May 2032. This facility accommodates our principal research and development, product marketing, and finance and administrative activities.\n\nWe have a 7,843 square-foot facility in Winnersh Triangle, England, which accommodates a research and development center under a lease expiring in October 2030. We have a 2,185 square-foot facility in Ramat Gan, Israel, which houses a research and development center, under a lease that expires in December 2026, with the option to renew. We have a 645 square-foot facility in Salo, Finland under a lease that expires in November 2026, with the option to renew. We rent additional office space in Taipei, Taiwan; Shenzhen, China; and in Bedminster, New Jersey under short-term lease agreements.\n\nWe do not own any real property. We believe that our leased facilities are adequate to meet our current needs and that additional facilities will be available on suitable, commercially reasonable terms to accommodate any future needs.\n\nC.\nOrganizational Structure\n\nThe Company is the ultimate parent of the group comprised of the Sequans Communications S.A. and its subsidiaries at December 31, 2025:\n\nNameCountry of\nincorporationYear of\nincorporation/acquisition% equity\ninterest\n\nSequans Communications Ltd.United Kingdom2005100\n\nSequans Communications Inc.United States2008100\n\nSequans Communications Ltd. Pte.Singapore2008100\n\nSequans Communications Israel (2009) Ltd.Israel2009100\n\nSequans Communications Finland OyFinland2020100\n\nSequans Communications SAS (inactive)France2023100\n\nBitquans Holdings LLCUnited States2025100\n\nACP Advanced Circuit Pursuit AGSwitzerland2025100\n\n    \n\n    The Company has begun the process to liquidate it subsidiaries in Singapore and Finland during 2026.\n\nD.\nProperty, Plants and Equipment\n\nFor a discussion of property, plants and equipment, see “Item 4.B—Business Overview—Facilities.”"}