Form 8-K

8-K — Identiv, Inc.

Accession: 0001193125-26-346913

Filed: 2026-08-12

Period: 2026-08-12

CIK: 0001036044

SIC: 3577 (COMPUTER PERIPHERAL EQUIPMENT, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — d126247d8k.htm (Primary)

EX-99.1 (d126247dex991.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2026

IDENTIV, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

000-29440

77-0444317

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS 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: (949) 250-8888

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2.02.

Results of Operations and Financial Condition

The information contained in Item 2.02 of this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information contained in this Current Report shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

On August 12, 2026, Identiv, Inc. (the “Company”) issued a press release announcing financial results for its second quarter ended June 30, 2026. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits

Exhibit

No.

Description

99.1

Press release dated August 12, 2026 issued by Identiv, Inc.

104

Cover page Interactive data file (embedded within the inline XBRL document).

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 hereunto duly authorized.

Identiv, Inc.

August 12, 2026

By:

/s/ Edward Kirnbauer

Edward Kirnbauer

Chief Financial Officer

EX-99.1

Filename: d126247dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Identiv Reports Second Quarter 2026 Financial Results

Signed IoT Asset Purchase Agreement with Trackonomy on June 24, 2026; Transaction Expected to Close in Q3 FY 2026, Subject to Closing

Conditions

Go-Forward Business Strategy Focused on Providing Physical AI Solutions Through

Targeted Acquisitions of Compliance SaaS Companies

Company Intends to Resume Repurchases of its Common Stock Shortly, and Prior to

the Closing of the Asset Sale Transaction

Santa Ana, Calif. — August 12, 2026 — Identiv, Inc.

(NASDAQ: INVE), a global leader in RFID- and Bluetooth Low Energy (BLE)-enabled Internet of Things (IoT) solutions, today released its financial results for the second quarter ended June 30, 2026.

Financial Results for Fiscal Second Quarter 2026

Revenue

for the second quarter of 2026 was $5.7 million, compared to $5.0 million in the second quarter of 2025. This year-over-year increase was as expected and due to increased sales of RFID transponder products.

Second quarter 2026 GAAP gross margin was 16.1% and non-GAAP gross margin was 24.5%, compared to second quarter 2025

GAAP gross margin of (9.4%) and non-GAAP gross margin of (0.8%). The year-over-year improvement was primarily driven by continued production cost savings and efficiencies driven by the elimination of Singapore

manufacturing costs, improved cost utilization at the Thailand facility, and a reduction in inventory obsolescence charges.

GAAP operating expenses,

including research and development, selling and marketing, general and administrative, and restructuring and severance, were $6.4 million in the second quarter of 2026, compared to $5.9 million in the second quarter of 2025. The increase

in GAAP operating expenses was driven primarily by an increase in strategic review-related costs. Non-GAAP operating expenses were $4.0 million in the second quarter of 2026, compared to $4.5 million

in the second quarter of 2025. The decrease in non-GAAP operating expenses reflects management’s disciplined spending allocation across its operating expenses.

Second quarter 2026 GAAP net loss was ($4.7) million, or ($0.20) per basic and diluted share, compared to GAAP net loss of ($6.0) million, or ($0.26) per

basic and diluted share, in the second quarter of 2025. This improvement was primarily due to higher sales in Q2 2026, increased gross margin due to the transition of manufacturing to Thailand and the impact of charges to cost of revenue related to

the write-down of obsolete inventory in the second quarter of 2025.

Non-GAAP adjusted EBITDA loss in the second quarter of 2026 was

($2.7) million, compared to ($4.6) million in the second quarter of 2025. This improvement was primarily due to the reduction in fixed manufacturing costs at the now-closed Singapore facility, improved

utilization at the Thailand facility, and management’s disciplined allocation of operating expenses to support the Company’s Perform-Accelerate-Transform

(P-A-T) strategic initiatives.

Management Commentary

In the second quarter, Identiv achieved a significant milestone under the Transform pillar of its P-A-T strategy by entering into a definitive agreement to sell its IoT operating assets to Trackonomy Systems, Inc. Product development activities continued with Identiv’s strategic programs, while the

Thailand manufacturing facility prepared for the expansion of its BLE product portfolio. In July, Identiv launched its expanded ID-Tiny product family, a portfolio of ultra-miniaturized HF/NFC inlays and tags

designed to bring secure digital intelligence to compact products.

In parallel, broader macroeconomic conditions continued to affect demand in certain

consumer-facing applications. In particular, one of Identiv’s larger consumer-facing customers built up significant inventory positions over the last three quarters and is pausing new order activity in the coming months to align its

inventories with current demand. The customer expects to resume order activity late this year. Furthermore, Identiv is seeing some chip allocation delays for certain products, which is delaying production and shipment of some orders.

Update Regarding Stock Repurchase Program

Identiv’s Board of Directors currently intends to return up to $40 million of capital to stockholders through share repurchases, dividends, and/or

other distributions. Identiv intends to resume common stock repurchases under its stock repurchase program shortly, and prior to the closing of the asset sale transaction with Trackonomy.

Financial Outlook

Identiv provides guidance based on

current market conditions and expectations, including macroeconomic conditions and customer demand. For the third quarter of fiscal 2026, management currently expects net revenue to be in the range of $4.1 million to $4.8 million, without

taking into account the closing of the asset sale transaction.

Conference Call

In view of Identiv’s previously announced asset sale to Trackonomy, the Company will not hold a conference call to discuss its second quarter 2026

financial results.

Additional information can be found in the Company’s Quarterly Report on Form 10-Q for

the quarter ended June 30, 2026, which is expected to be filed on August 13, 2026.

About Identiv

Identiv’s RFID- and BLE-enabled IoT solutions create digital identities for physical objects, enhancing global

connectivity for businesses, people, and the planet. Its solutions, integrated into over 2.0 billion applications worldwide, drive innovation across healthcare, logistics, consumer electronics, luxury goods, smart packaging, and more. For

additional information, visit identiv.com | Follow us on LinkedIn @Identiv

Non-GAAP Financial Measures

This press release includes financial information that has not been prepared in accordance with accounting principles generally accepted in the United States

(GAAP), including non-GAAP adjusted EBITDA, non-GAAP gross profit, non-GAAP gross margin and

non-GAAP operating expenses. Identiv uses non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a

supplement to GAAP measures, in evaluating ongoing operational performance. Identiv believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating

ongoing operating results and trends. Non-GAAP gross profit and margin exclude stock-based compensation and amortization and depreciation. Non-GAAP adjusted EBITDA

excludes items that are included in GAAP net loss, GAAP operating expenses, and GAAP gross margin, and excludes income tax provision, interest income, net, foreign currency losses, net, stock-based compensation, amortization and depreciation,

restructuring and severance, and strategic review-related costs. Non-GAAP operating expenses exclude stock-based compensation, amortization and depreciation, strategic review-related costs, and restructuring

and severance. The exclusions are detailed in the reconciliation table included in this press release. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial

information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures as detailed in this

press release.

Note Regarding Forward-Looking Information

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements

are those involving future events and future results that are based on current expectations as well as the current beliefs and assumptions of management of Identiv and can be identified by words such as “anticipate,”

“believe,” “continue,” “plan,” “will,” “intend,” “expect,” “outlook,” and similar references to the future. Any statement that is not a historical fact is a

forward-looking statement, including statements regarding: Identiv’s expectations regarding its future operating and financial outlook and performance, including 2026 third quarter guidance and outlook; Identiv’s beliefs regarding its

business and the conditions affecting its business and customers; Identiv’s expectations regarding resumption of customer order activity and the timing thereof; Identiv’s plans regarding the return of capital to stockholders, including

the repurchase of stock, and the nature, timing and amount thereof; Identiv’s go-forward strategy, opportunities, focus and goals; and Identiv’s beliefs regarding the benefits of its pending asset

sale. Forward-looking statements are only predictions and are subject to a number of risks and uncertainties, many of which are outside Identiv’s control, which could cause actual results to differ materially and adversely from those expressed

in any forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: the closing of the asset sale; Identiv’s ability to continue the

momentum in its business; Identiv’s ability to successfully execute its go-forward business strategy; Identiv’s ability to capitalize on trends in its business and the continuation of those trends;

Identiv’s ability to satisfy customer demand and expectations; the level and timing of customer orders and changes/cancellations; the loss of customers, suppliers or partners; risks associated with development of products; the success of

Identiv’s products and strategic partnerships; Identiv’s ability to successfully enter into definitive agreements for strategic partnerships or collaborations; the effects of the announced asset sale on Identiv’s business; the

impact of macroeconomic conditions and customer demand, inflation, tariffs and increases in prices; factors affecting consumer demand for Identiv’s customers’ products; the effects of supply constraints; changes in Identiv’s plans

regarding return of capital and the forms thereof, including repurchases of its stock, and the timing and amounts thereof, if any; factors affecting Identiv’s stock repurchases, including its ability to cease repurchases at any time; and the

other factors

discussed in its periodic reports, including its Annual Report on Form 10-K for the year ended December 31, 2025, as amended, Quarterly Report on Form

10-Q for the quarter ended March 31, 2026, and subsequent reports filed with the Securities and Exchange Commission. All forward-looking statements are based on information available to Identiv on the

date hereof, and Identiv assumes no obligation to update such statements.

Investor Relations Contact:

IR@identiv.com

Media Contact:

press@identiv.com

Identiv, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Net revenue

5,681

5,040

13,094

10,309

Cost of revenue

4,765

5,514

10,887

10,651

Gross profit (loss)

916

(474

)

2,207

(342

)

Operating expenses:

Research and development

950

890

1,951

1,677

Selling and marketing

1,290

1,546

2,639

2,953

General and administrative

4,128

3,057

7,251

6,203

Restructuring and severance

420

680

Total operating expenses

6,427

5,913

11,922

11,513

Loss from operations

(5,511

)

(6,387

)

(9,715

)

(11,855

)

Non-operating income (expense):

Interest income, net

995

1,320

2,042

2,532

Foreign currency losses, net

(125

)

(870

)

(411

)

(1,400

)

Loss from operations before income tax provision

(4,641

)

(5,937

)

(8,084

)

(10,723

)

Income tax provision

(12

)

(105

)

(17

)

(108

)

Net loss

(4,653

)

(6,042

)

(8,101

)

(10,831

)

Cumulative dividends on Series B convertible preferred stock

(211

)

(205

)

(422

)

(410

)

Net loss available to common stockholders

(4,864

)

(6,247

)

(8,523

)

(11,241

)

Net loss per common share:

Basic and diluted

(0.20

)

(0.26

)

(0.35

)

(0.47

)

Weighted average common shares outstanding:

Basic and diluted

24,219

23,760

24,129

23,679

Identiv, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

June 30,

December 31,

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

119,407

128,609

Restricted cash

300

Accounts receivable, net of allowances

2,428

4,070

Inventories

8,501

7,419

Prepaid expenses and other current assets

1,661

2,267

Total current assets

132,297

142,665

Property and equipment, net

7,364

7,316

Operating lease

right-of-use assets

696

841

Other assets

325

515

Total assets

140,682

151,337

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

2,502

3,619

Operating lease liabilities

331

Deferred revenue

—

2,760

Accrued compensation and related benefits

988

776

Accrued income taxes payable

286

288

Other accrued expenses and liabilities

2,395

1,619

Total current liabilities

6,502

9,393

Long-term operating lease liabilities

375

525

Other long-term liabilities

723

718

Total liabilities

7,600

10,636

Total stockholders’ equity

133,082

140,701

Total liabilities and stockholders’ equity

140,682

151,337

Identiv, Inc.

Reconciliation of GAAP to Non-GAAP Financial Information

(in thousands)

(unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Reconciliation of GAAP gross margin to non-GAAP gross

margin

GAAP gross profit (loss)

916

(474

)

2,207

(342

)

Reconciling items included in GAAP gross profit (loss):

Stock-based compensation

Amortization and depreciation

470

428

940

862

Total reconciling items included in GAAP gross profit (loss)

477

433

953

872

Non-GAAP gross profit (loss)

1,393

(41

)

3,160

530

Non-GAAP gross margin

24.5

(0.8

24.1

5.1

Reconciliation of GAAP operating expenses to non-GAAP

operating expenses

GAAP operating expenses

6,427

5,913

11,922

11,513

Reconciling items included in GAAP operating expenses:

Stock-based compensation

(717

)

(902

)

(1,331

)

(1,693

)

Amortization and depreciation

(94

)

(61

)

(165

)

(118

)

Strategic review-related costs

(1,512

)

—

(1,879

)

Restructuring and severance

(59

)

(420

)

(81

)

(680

)

Total reconciling items included in GAAP operating expenses

(2,382

)

(1,383

)

(3,456

)

(2,495

)

Non-GAAP operating expenses

4,045

4,530

8,466

9,018

Reconciliation of GAAP net loss to non-GAAP adjusted

EBITDA

GAAP net loss

(4,653

)

(6,042

)

(8,101

)

(10,831

)

Reconciling items included in GAAP net loss:

Income tax provision

105

108

Interest income, net

(995

)

(1,320

)

(2,042

)

(2,532

)

Foreign currency losses, net

125

870

411

1,400

Stock-based compensation

724

907

1,344

1,703

Amortization and depreciation

564

489

1,105

980

Strategic review-related costs

1,512

—

1,879

Restructuring and severance

420

680

Total reconciling items included in GAAP net loss

2,001

1,471

2,795

2,343

Non-GAAP adjusted EBITDA

(2,652

)

(4,571

)

(5,306

)

(8,488

)

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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