{"url_path":"/sec/sqns/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 Major Shareholders and Related Party Transactions","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":1483,"has_tables":true,"body_markdown":"Item 7. Major Shareholders and Related Party Transactions\n\nA.Major Shareholders\n\nThe following table sets forth information with respect to the beneficial ownership of our shares as of April 23, 2026 :\n\n•each person, or group of affiliated persons, known by us to own beneficially more than 5% of our outstanding ADSs or ordinary shares;\n\n•each of our executive officers;\n\n•each of our directors; and\n\n•all of our executive officers and directors as a group.\n\nBeneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to those securities, and include shares subject to options or warrants that are exercisable within 60 days after the date of this annual report. Such shares are also deemed outstanding for purposes of computing the percentage ownership of the person holding the option or warrant, but not the percentage ownership of any other person.\n\n80\n\nFor the purpose of calculating the percentage of shares beneficially owned by any shareholder, this table lists applicable percentage ownership based on 1,497,766,502 ordinary shares (the equivalent of 14,977,665 ADSs at the current ratio) outstanding as of April 23, 2026.\n\nUnless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares. To our knowledge, none of the shareholders in this table is a broker-dealer or is affiliated with a broker-dealer.\n\nUnless otherwise indicated in the footnotes to the table, the address of each individual listed in the table is c/o Sequans Communications S.A., 15-55 boulevard Charles de Gaulle, 92700 Colombes, France.\n\n Ordinary Shares\nBeneficially  OwnedADSs Beneficially Owned\n\n NumberNumberPercent\n\n5% Shareholders\n\nDaniel Asher (1)\n190,125,500 1,901,255 12.7 %\n\nFMR LLC (2)\n142,568,900 1,425,689 9.5 %\n\nOasis Investments II Master Fund Ltd. (3)\n141,131,500 1,411,315 9.4 %\n\nExecutive Officers and Directors\n\nDr. Georges Karam(4)\n14,149,316 141,493 *\n\nDeborah Choate(5)\n1,400,108 14,001 *\n\nLouis Chuang(6)\n581,100 5,811 *\n\nJason Cohenour 710,000 7,100 \n\nWesley Cummins(7)\n2,922,000 29,220 *\n\nBertrand Debray(8)\n2,357,418 23,574 *\n\nDr. Qiuting Huang — — *\n\nYves Maitre(9)\n1,008,300 10,083 *\n\nMaria Marced(10)\n540,000 5,400 *\n\nRichard Nottenburg(11)\n992,000 9,920 *\n\nOlivier Pauzet(12)\n726,300 7,263 *\n\nHubert de Pesquidoux(13)\n1,014,600 10,146 *\n\nZvi Slonimsky(14)\n2,958,300 29,583 *\n\nNikhil Taluja(15)\n1,010,200 10,102 *\n\nAll executive officers and directors as a group (14 persons)(16)\n30,369,642 303,696 2.0 %\n\n * Represents beneficial ownership of less than 1%.\n\n(1)Based on a Schedule 13G filed with the SEC on January 26, 2026. Daniel Asher is the beneficial owner of DBA Trading, LLC and is deemed to control and share voting and dispositive power over the shares held by them. AFO Blackberry, LLC is the managing member of AFOB FIP MS, LLC and Daniel Asher is deemed to control share voting and dispositive power over the shares held by AFO Blackberry. DBA Trading, LLC holds 138,781,100 ordinary shares represented by 1,387,811 ADSs. AFOB FIP MS, LLC holds 51,344,400 ordinary shares represented by 513,444 ADSs. The address of Daniel Asher is 1011 Lake Street Suite 311 Oak Park, IL 60301.\n\n(2)Based on a Schedule 13G filed with the SEC on November 5, 2025. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210\n\n(3)Based on a Schedule 13G filed with the SEC on August 14, 2025. Oasis Management Company Ltd., a Cayman Islands exempted company,(the \"Investment Manager\") is the beneficial owner with respect to the ordinary shares held by Oasis Investments II Master Fund Ltd. (the \"Oasis Fund\"); and Seth Fischer is responsible for the supervision and conduct of all investment activities of the Investment Manager, including all investment decisions with respect to the ordinary shares held by the Oasis Fund. The address of the business office of Oasis Management is 4th Floor Anderson Square, 64 Shedden Road, P.O. Box 10324 Grand Cayman, Cayman Islands KY-1103. The address of the business office of Mr. Fischer is c/o Oasis Management (Hong Kong) 25/F, LHT Tower, 31 Queen's Road Central, Central, Hong Kong.\n\n(4)Includes 1,192,300 restricted shares that vest within 60 days of April 23, 2026.\n\n81\n\n(5)Includes 149,000 restricted shares that vest within 60 days of April 23, 2026.\n\n(6)Includes 36,200 restricted shares that vest within 60 days of April 23, 2026.\n\n(7)Includes 922,000 ordinary shares subject to warrants that are exercisable within 60 days of April 23, 2026.\n\n(8)Includes 173,700 restricted shares that vest within 60 days of April 23, 2026.\n\n(9)Includes 972,000 ordinary shares subject to warrants that are exercisable within 60 days of April 23, 2026.\n\n(10)Includes 540,000 ordinary shares subject to warrants that are exercisable within 60 days of April 23, 2026.\n\n(11)Includes 992,000 ordinary shares subject to warrants that are exercisable within 60 days of April 23, 2026.\n\n(12)Includes 76,400 restricted shares that vest within 60 days of April 23, 2026.\n\n(13)Includes 972,000 ordinary shares subject to warrants that are exercisable within 60 days of April 23, 2026.\n\n(14)Includes 972,000 ordinary shares subject to warrants that are exercisable within 60 days of April 23, 2026.\n\n(15)Includes 235,000 ordinary shares subject to options that are exercisable and restricted shares that vest within 60 days of April 23, 2026.\n\n(16)Includes 7,232,600 ordinary shares subject to options and warrants that are exercisable and restricted shares that vest within 60 days of April 23, 2026.\n\nNone of our principal shareholders have voting rights different from our other shareholders.\n\nAt April 23, 2026, there were 14,977,486 of our ADSs outstanding, excluding 250,000 ADS in treasury, representing 1,497,748,646 of our ordinary shares or 99.99% of our 1,497,766,502 total outstanding ordinary shares. At such date, there were 228 holders of record registered with the Bank of New York Mellon, depositary of our ADSs.\n\nB.Related Party Transactions\n\nSince January 1, 2025, we have engaged in the following transactions with our directors and executive officers, holders of more than 5% of our voting securities and affiliates of our directors, executive officers and 5% shareholders.\n\nUnder French law, agreements entered into directly or indirectly between us and either one of our officers or one of our shareholders owning more than 10% of our shares, or any company controlling one of our shareholders owning more than 10% of our shares, are subject to the prior approval of the board of directors and must be ratified by our ordinary shareholders’ general meetings on the basis of a specific report issued by our statutory auditors on such agreements. Our managing director agreement with Georges Karam has been submitted to the prior approval of the board of directors and has been or will be submitted to our shareholders at each annual shareholders’ general meeting.\n\nAgreements with Major Shareholders\n\nAFOB FIP MS, LLC\n\nAFOB FIP MS, LLC (\"AFOB\") is an investment fund over which Mr. Daniel Asher is deemed to control share voting and dispositive power over the shares held by them, as disclosed in filings with the SEC. Mr. Asher has also disclosed beneficial ownership of DBA Trading LLC. Together DBA Trading LLC and AFOB own 12.7% of the Company's outstanding capital.\n\nIn July 2025, AFOB participated in the private placement of equity and convertible debt issued by the Company. AFOB purchased 714,285 ADS at the current ratio, representing 71,428,500 ordinary shares, for $10 million. At the time, this represented 4.6% of the outstanding capital of the Company. AFOB also purchased $10.4 million of the convertible debt, with a conversion price of $21.00 per ADS at the current ratio. In October 2025, half of the outstanding amount of the debt was redeemed, followed by further redemptions in February, March and April 2026. As of April 23, 2026, $43.7 million of the debt remains outstanding.\n\nIn connection with the investments in equity and convertible debt, AFOB received 2025 warrants to purchase an additional 214,285 ADS at the current ratio, representing 21,428,500 ordinary shares, for $14.00 per ADS at the current ratio. All these 2025 warrants expired unexercised on December 31, 2025.\n\nAgreements with Executive Officers and Directors\n\nEmployment and Compensation Agreement\n\n82\n\nWe have entered into a managing director agreement with Georges Karam, our chairman and chief executive officer, which contains provisions regarding salary and bonus, severance payment and benefits. See “Item 6.B—Compensation—Employment Agreements with Executive Officers”.\n\nDirector Compensation and Agreements\n\nThe non-employee members of our board of directors and directors who are permitted to receive remuneration by their employers, receive compensation based on our director compensation policy. A description of the cash compensation and equity awards that non-employee members of our board of directors will be entitled to receive is described under “Item 6. B—Compensation—Compensation of Executive Officers and Directors”.\n\nRestricted Shares, Stock Options, and Warrants\n\nSince our inception, we have granted restricted shares, stock options and warrants to purchase our shares to certain of our executive officers and to our non-employee directors and directors who are permitted by their employers to receive warrants. For more information about our option and warrant plans see “Item 6. B—Compensation—Equity Plans”.\n\nC.Interests of Experts and Counsel\n\nNot applicable."}