Adeia Inc. 10-Q

Item 1. Financial Statements ADEIA INC. CONDENSED CONSOLIDATED S TATEMENTS OF INCOME (in thousands, except per share amounts) (unaudited) Three Months Ended Six Months Ended June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024 Revenue $ 85,735 $ 87,350 $ 173,405 $ 170,755 Operating expenses: Research and development 15,857 14,799 32,324 28,724 Selling, general and administrative 32,129 24,617 60,561 48,646 Amortization expense 14,170 20,030 28,252 43,187 Litigation expense 7,174 4,262 13,028 7,192 Total operating expenses 69,330 63,708 134,165 127,749 Operating income 16,405 23,642 39,240 43,006 Interest expense ( 10,216 ) ( 13,296 ) ( 20,865 ) ( 27,471 ) Other income and expense, net 1,434 1,428 3,146 2,828 Loss on debt extinguishment — ( 453 ) — ( 453 ) Income before income taxes 7,623 11,321 21,521 17,910 Provision for (benefit from) income taxes ( 9,099 ) 2,939 ( 7,015 ) 8,629 Net income $ 16,722 $ 8,382 $ 28,536 $ 9,281 Net income per share: Basic $ 0.15 $ 0.08 $ 0.26 $ 0.09 Diluted $ 0.15 $ 0.07 $ 0.25 $ 0.08 Weighted average number of shares used in per share calculations Basic 108,832 108,667 108,387 108,216 Diluted 112,179 112,536 112,597 112,757 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 ADEIA INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPR EHENSIVE INCOME (in thousands) (unaudited) Three Months Ended Six Months Ended June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024 Net income $ 16,722 $ 8,382 $ 28,536 $ 9,281 Other comprehensive income (loss), net of tax: Net unrealized gain (losses) on marketable securities 1 ( 25 ) 45 ( 88 ) Other comprehensive income (loss), net of tax 1 ( 25 ) 45 ( 88 ) Total comprehensive income $ 16,723 $ 8,357 $ 28,581 $ 9,193 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 ADEIA INC. C ONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except for par value) (unaudited) June 30, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 84,247 $ 78,825 Marketable securities 32,232 31,567 Total cash, cash equivalents, and marketable securities 116,479 110,392 Accounts receivable, net of allowance for credit losses of $ 713 and $ 713 , respectively 28,626 34,145 Unbilled contracts receivable, net 107,015 104,047 Other current assets 15,166 9,792 Total current assets 267,286 258,376 Long-term unbilled contracts receivable 47,933 62,767 Property and equipment, net 5,686 6,278 Operating lease right-of-use assets 8,738 9,322 Intangible assets, net 277,525 301,177 Goodwill 313,660 313,660 Long-term income tax receivable 124,218 112,441 Other long-term assets 37,847 33,940 Total assets $ 1,082,893 $ 1,097,961 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 3,082 $ 8,045 Accrued legal fees 5,311 1,790 Accrued liabilities 19,171 22,727 Current portion of long-term debt 21,007 21,021 Deferred revenue 37,961 19,523 Total current liabilities 86,532 73,106 Deferred revenue, less current portion 55,942 64,555 Long-term debt, net 427,924 454,435 Noncurrent operating lease liabilities 8,923 9,480 Long-term income tax payable 85,342 84,585 Other long-term liabilities 15,314 15,229 Total liabilities 679,977 701,390 Commitments and contingencies (Note 14) Stockholders’ equity: Preferred stock: $ 0.001 par value; (2025: authorized 15,000 shares; 2024: authorized 15,000 shares and no shares issued and outstanding) — — Common stock: $ 0.001 par value; (2025: authorized 350,000 shares, issued 127,342 shares, outstanding 109,325 shares; 2024: authorized 350,000 shares, issued 123,952 shares, outstanding 108,072 shares) 127 125 Additional paid-in capital 667,250 648,914 Treasury stock at cost (2025: 18,017 shares; 2024: 15,880 shares) ( 285,018 ) ( 255,301 ) Accumulated other comprehensive income (loss) 44 ( 1 ) Retained earnings 20,513 2,834 Total stockholders’ equity 402,916 396,571 Total liabilities and equity $ 1,082,893 $ 1,097,961 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 ADEIA INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Six Months Ended June 30, 2025 June 30, 2024 Cash flows from operating activities: Net income $ 28,536 $ 9,281 Adjustments to reconcile net income to net cash from operating activities: Depreciation 997 1,010 Amortization of intangible assets 28,252 43,187 Stock-based compensation expense 16,944 11,737 Deferred income taxes ( 4,917 ) ( 3,596 ) Loss on debt extinguishment — 453 Amortization of debt issuance costs 1,652 1,601 Other ( 230 ) ( 1,272 ) Changes in operating assets and liabilities: Accounts receivable 5,521 14,666 Unbilled contracts receivable 11,866 ( 4,368 ) Other assets ( 15,557 ) 5,331 Accounts payable ( 4,198 ) ( 2,864 ) Accrued and other liabilities 1,565 ( 1,716 ) Deferred revenue 9,825 17,240 Net cash provided by operating activities 80,256 90,690 Cash flows from investing activities: Purchases of property and equipment ( 420 ) ( 1,214 ) Purchases of intangible assets ( 5,350 ) ( 8,476 ) Purchases of short-term investments ( 12,989 ) ( 18,701 ) Proceeds from maturities of investments 12,600 20,150 Net cash used in investing activities ( 6,159 ) ( 8,241 ) Cash flows from financing activities: Payment of dividends ( 10,857 ) ( 10,853 ) Principal payments on debt agreements ( 28,178 ) ( 52,139 ) Proceeds from employee stock purchase program and exercise of stock options 1,392 1,539 Repurchases of common stock for tax withholdings on equity awards ( 19,706 ) ( 9,102 ) Repurchases of common stock ( 11,326 ) — Net cash used in financing activities ( 68,675 ) ( 70,555 ) Net increase in cash and cash equivalents 5,422 11,894 Cash and cash equivalents at beginning of period 78,825 54,560 Cash and cash equivalents at end of period $ 84,247 $ 66,454 Supplemental disclosure of cash flow information: Interest paid $ 17,722 $ 24,470 Income taxes paid, net of refunds $ 13,599 $ 5,984 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 ADEIA INC. CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (in thousands, except per share amount) (unaudited) Total Company Stockholders' Equity Common Stock Treasury Stock Three Months Ended June 30, 2025 Shares Amount Additional Paid-In Capital Shares Amount Accumulated Other Comprehensive Income Retained Earnings Total Stockholders' Equity Balance at April 1, 2025 108,444 $ 126 $ 657,344 17,406 $ ( 277,269 ) $ 43 $ 9,226 $ 389,470 Net income — — — — — — 16,722 16,722 Other comprehensive income — — — — — 1 — 1 Cash dividends paid on common stock ($ 0.05 per share) — — — — — — ( 5,435 ) ( 5,435 ) Issuance of common stock in connection with exercise of stock options — — — — — — — — Issuance of common stock in connection with employee stock purchase plan 144 — 1,206 — — — — 1,206 Issuance of restricted stock, net of shares canceled 1,348 1 — — — — — 1 Withholding taxes related to net share settlement of restricted awards ( 611 ) — — 611 ( 7,749 ) — — ( 7,749 ) Stock-based compensation expense — — 8,700 — — — — 8,700 Balance at June 30, 2025 109,325 $ 127 $ 667,250 18,017 $ ( 285,018 ) $ 44 $ 20,513 $ 402,916 Total Company Stockholders' Equity Common Stock Treasury Stock Six Months Ended June 30, 2025 Shares Amount Additional Paid-In Capital Shares Amount Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Stockholders' Equity Balance at January 1, 2025 108,072 $ 125 $ 648,914 15,880 $ ( 255,301 ) $ ( 1 ) $ 2,834 $ 396,571 Net income — — — — — — 28,536 28,536 Other comprehensive income — — — — — 45 — 45 Cash dividends paid on common stock ($ 0.10 per share) — — — — — — ( 10,857 ) ( 10,857 ) Issuance of common stock in connection with exercise of stock options 15 — 186 — — — — 186 Issuance of common stock in connection with employee stock purchase plan 144 — 1,206 — — — — 1,206 Issuance of restricted stock, net of shares canceled 3,231 2 — — — — — 2 Withholding taxes related to net share settlement of restricted awards ( 1,377 ) — — 1,377 ( 19,706 ) — — ( 19,706 ) Repurchases of common stock ( 760 ) — — 760 ( 10,011 ) — — ( 10,011 ) Stock-based compensation expense — — 16,944 — — — — 16,944 Balance at June 30, 2025 109,325 $ 127 $ 667,250 18,017 $ ( 285,018 ) $ 44 $ 20,513 $ 402,916 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7 ADEIA INC. CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (in thousands, except per share amount) (unaudited) Total Company Stockholders' Equity Common Stock Treasury Stock Three Months Ended June 30, 2024 Shares Amount Additional Paid-In Capital Shares Amount Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders' Equity Balance at April 1, 2024 108,453 $ 122 $ 635,552 14,015 $ ( 230,226 ) $ ( 71 ) $ ( 55,426 ) $ 349,951 Net income — — — — — — 8,382 8,382 Other comprehensive loss — — — — — ( 25 ) — ( 25 ) Cash dividends paid on common stock ($ 0.05 per share) — — ( 5,433 ) — — — — ( 5,433 ) Issuance of common stock in connection with exercise of stock options 7 — 66 — — — — 66 Issuance of common stock in connection with employee stock purchase plan 120 — 975 — — — — 975 Issuance of restricted stock, net of shares canceled 397 1 — — — — — 1 Withholding taxes related to net share settlement of restricted awards ( 123 ) — — 123 ( 1,373 ) — — ( 1,373 ) Stock-based compensation expense — — 6,592 — — — — 6,592 Balance at June 30, 2024 108,854 $ 123 $ 637,752 14,138 $ ( 231,599 ) $ ( 96 ) $ ( 47,044 ) $ 359,136 Total Company Stockholders' Equity Common Stock Treasury Stock Six Months Ended June 30, 2024 Shares Amount Additional Paid-In Capital Shares Amount Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders' Equity Balance at January 1, 2024 107,384 $ 121 $ 635,331 13,346 $ ( 222,497 ) $ ( 8 ) $ ( 56,325 ) $ 356,622 Net income — — — — — — 9,281 9,281 Other comprehensive loss — — — — — ( 88 ) — ( 88 ) Cash dividends paid on common stock ($ 0.10 per share) — — ( 10,853 ) — — — — ( 10,853 ) Issuance of common stock in connection with exercise of stock options 53 — 562 — — — — 562 Issuance of common stock in connection with employee stock purchase plan 120 — 975 — — — — 975 Issuance of restricted stock, net of shares canceled 2,089 2 — — — — — 2 Withholding taxes related to net share settlement of restricted awards ( 792 ) — — 792 ( 9,102 ) — — ( 9,102 ) Stock-based compensation expense — — 11,737 — — — — 11,737 Balance at June 30, 2024 108,854 $ 123 $ 637,752 14,138 $ ( 231,599 ) $ ( 96 ) $ ( 47,044 ) $ 359,136 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 8 ADEIA INC. NOTES TO C ONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION Adeia Inc. (the “Company”), a Delaware corporation, is one of the industry’s largest intellectual property (“IP”) licensing platforms, with a diverse portfolio of media and semiconductor IP consisting of more than 13,000 patents and patent applications worldwide. The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared by the Company in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The amounts as of December 31, 2024 have been derived from the Company’s annual audited Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 19, 2025 (the “Form 10-K”). These Condensed Consolidated Financial Statements should be read in conjunction with the annual audited Consolidated Financial Statements and notes thereto included in the Form 10-K as of and for the year ended December 31, 2024. The Company’s consolidated financial statements include the accounts of Adeia Inc. and its wholly-owned subsidiaries. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments necessary (consisting of normal recurring adjustments) to state fairly the financial position of the Company and its results of operations and cash flows as of and for the periods presented. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2025 or any future period and the Company makes no representations related thereto. The Company’s fiscal year ends on December 31 and employs a calendar month-end reporting period for its quarterly reporting. The Company operates under one reportable segment, IP Licensing. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES There have been no significant changes in the Company’s significant accounting policies during the three and six months ended June 30, 2025, as compared to the significant accounting policies described in the Form 10-K. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The accounting estimates and assumptions that require management’s most significant, challenging, and subjective judgment include identifying the performance obligations in the contract, estimating variable consideration, estimating quarterly royalties prior to receiving the royalty reports from the licensee, determining standalone selling price, and allocating consideration in a contract with multiple performance obligations, the assessment of the recoverability of goodwill, the assessment of useful lives and recoverability of other intangible assets and long-lived assets, recognition and measurement of current and deferred income tax assets and liabilities, the assessment of unrecognized tax benefits and purchase accounting resulting from business combinations, among others. Actual results experienced by the Company may differ from management’s estimates. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. 9 Recently Adopted Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in ASU 2020-04 apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”), which deferred the application dates of Topic 848 to December 31, 2024. In the second quarter of 2023 , the Company adopted Topic 848 and modified its debt agreement to reference the other rate. The adoption did no t have a material impact to the Company’s Condensed Consolidated Financial Statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. In the fourth quarter of 2024 , the Company adopted ASU 2023-07 on a retrospective basis, and the adoption did no t have a material impact to the Company’s Condensed Consolidated Financial Statements. See “Note 15 – Segment Information ” for further detail. Recently Issued Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregated information about certain income statement expense line items on an annual and interim basis. ASU 2024-03 will be effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The new standard permits early adoption and can be applied prospectively or retrospectively. The Company is currently evaluating the impact of adopting ASU 2024-03. NOTE 3 – REVENUE Revenue Recognition General Revenue is recognized when control of the IP rights is transferred to a customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for the licensing of the Company’s IP, which may include various combinations of IP rights and services which are generally capable of being distinct and accounted for as separate performance obligations. In situations where foreign withholding taxes are withheld by the Company’s licensee, revenue is recognized gross of withholding taxes that are remitted directly by the licensee to a local tax authority. Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the individual performance obligations are separately accounted for if they are distinct. In a contract with multiple performance obligations, the transaction price is allocated among the separate performance obligations on a relative standalone selling price basis. The determination of standalone selling price considers market conditions, the size and scope of the contract, customer and geographic information, and other factors. When observable prices are not available, standalone selling price for separate performance obligations is based on the adjusted market assessment approach to estimate the price that a customer in the relevant market would be willing to pay for licensing the Company’s IP rights. The allocation of transaction price among performance obligations in a contract may impact the amount and timing of revenue recognized in the Consolidated Statements of Income during a given period. When a contract with a customer includes variable consideration, an estimate of the consideration which the Company expects to be entitled to for transferring the promised IP rights or services is made at contract inception and in each subsequent reporting period until the uncertainty associated with the variable consideration is resolved. The amount of variable consideration is estimated by considering all available information (historical, current, and forecast) and is updated as additional information becomes available. 10 The estimate of variable consideration is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. When the uncertainty associated with variable consideration relates to potential price adjustments as a result of a legal contract dispute, the Company estimates variable consideration using the expected value method or the most likely amount method, whichever is more appropriate in the circumstances, and considers all available information, including historical data and experience. Estimating variable consideration related to potential future price adjustments requires significant judgment in evaluating the possible outcomes. Subsequent changes in the transaction price resulting from changes in the estimate of variable consideration are allocated to the performance obligations in the contract on the same basis as at contract inception. When variable consideration is in the form of a sales-based or usage-based royalty in exchange for a license of IP, revenue is recognized at the later of when the subsequent sale or usage occurs or the performance obligation to which some or all of the sales-based or usage-based royalty has been allocated has been satisfied or partially satisfied. Description of Revenue-Generating Activities IP License Arrangements The Company licenses (i) its media patent portfolio (“Media IP licensing”) to multichannel video programming distributors, over-the-top (“OTT”) video service providers, consumer electronics manufacturers, social media, and other new media companies and (ii) its semiconductor technologies and associated patent portfolio (“Semiconductor IP licensing”) to memory, logic, sensors, radio frequency component, and foundry companies. The Company generally licenses its IP portfolios under three models: (i) per-unit or per-subscriber Media IP or Semiconductor IP royalty licensing, (ii) fixed-fee Media IP licensing, and (iii) fixed-fee or minimum guarantee Semiconductor IP licensing. Per-unit or per-subscriber Media IP or Semiconductor IP royalty licensing The Company recognizes revenue from per-unit or per-subscriber IP royalty licenses in the period in which the licensee’s sales or production are estimated to have occurred, which results in an adjustment to revenue when actual sales or production are subsequently reported by the licensee, which is generally in the month or quarter following usage or shipment. Estimating customers’ monthly or quarterly royalties prior to receiving the royalty reports requires the Company to make significant assumptions and judgments related to forecasted trends and growth rates used to estimate quantities shipped or manufactured by customers, which could have a material impact on the amount of revenue it reports on a quarterly basis. Fixed-fee Media IP licensing The Company’s long-term fixed-fee Media IP licensing contracts provide its customers with rights to future patented technologies over the term of the contract that are highly interdependent or highly interrelated to the patented technologies provided at the inception of the contract. The Company treats these rights as a single performance obligation with revenue recognized on a straight-line basis over the term of the fixed-fee license contract. The transaction price is adjusted for the effect of any significant financing components calculated using borrower-specific, risk-adjusted interest rates, with the related interest income or expense being recognized over time on an effective rate basis. Fixed-fee or minimum guarantee Semiconductor IP licensing The Company enters into Semiconductor IP licenses that have a fixed fee or a minimum guarantee, whereby licensees pay a fixed fee for the right to incorporate the Company’s IP technologies in the licensee’s products over the license term. In contracts with a minimum guarantee, the fixed fee component corresponds to a minimum number of units or dollars that the customer must produce or pay, with additional per-unit fees for any units or dollars exceeding the minimum. The Company generally recognizes the full fixed fee as revenue at the beginning of the license term when the customer has the right to use the IP and begins to benefit from the license, adjusted for the effect of any significant financing components calculated using borrower-specific, risk-adjusted interest rates, with the related interest income or expense being recognized over time on an effective rate basis. For minimum guarantee contracts where the customer exceeds the minimum, the Company recognizes revenue relating to any additional per-unit fees in the periods it believes the customer has exceeded the minimum and adjusts the revenue based on actual usage once that is reported by the customer. 11 IP license contracts with multiple performance obligations At times, the Company enters into long-term license contracts with more than one performance obligation, which may include releases from past patent infringement claims or one or more prospective licenses. In these arrangements, the Company allocates the transaction price between releases for past patent infringement claims and prospective licenses based on their relative standalone selling prices, which requires significant management judgment. In determining the standalone selling price of each performance obligation, the Company considers such factors as the customer’s revenues, the number of past and projected future subscribers, units shipped, and units manufactured, as well as the per-subscriber or per-unit licensing rates the Company generally receives from licensees of comparable sizes in comparable markets and geographies. As a release from past patent infringement claims is generally satisfied at execution of the contract, the transaction price allocated to the release from past patent infringement claims is generally recognized in the period the contract is executed. Transaction price allocated to prospective Media IP licenses is recognized ratably over the license term, and transaction price allocated to prospective Semiconductor IP licenses is recognized upon execution of the contract. Practical Expedients and Exemptions The Company applies a practical expedient to not perform an evaluation of whether a contract includes a significant financing component when the timing of revenue recognition differs from the timing of cash collection by one year or less. The Company applies a practical expedient to expense costs to obtain a contract with a customer as incurred as a component of selling, general and administrative expenses when the amortization period would have been one year or less. The Company applies a practical expedient when disclosing revenue expected to be recognized from unsatisfied performance obligations to exclude contracts with customers with an original duration of less than one year ; amounts attributable to variable consideration arising from (i) a sales-based or usage-based royalty of an intellectual property license or (ii) when variable consideration is allocated entirely to a wholly unsatisfied performance obligation; or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation. Revenue Details Revenue Disaggregation The following information depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors by disaggregating revenue by category, market vertical and geographic location (presented in “Note 15 – Segment Information ”). This information includes revenue recognized from contracts with customers and revenue from other sources, including sales-based or usage-based royalty revenues and fees associated with releases for past infringement. Recurring and non-recurring revenue Recurring revenue includes the following: (i) for fixed-fee Media IP license agreements, revenue associated with rights to existing and future patented technologies during reporting periods beginning with the reporting period in which the agreement is executed through the end of the term of the agreement, which are recognized on a straight-line basis; and (ii) for per-unit or per-subscriber Media IP or Semiconductor IP royalty license agreements, revenue associated with sales-based or usage-based royalties in exchange for a license of IP, which are recognized in the period such subsequent sales or usage occurs. Non-recurring revenue includes the following: (i) for fixed-fee or minimum guarantee Semiconductor IP license agreements, revenue in the amount of such fixed fee or minimum guarantee associated with the right to use the IP, which is recognized upon execution of the agreement; and (ii) for all license agreements, revenue in the amount of the fees associated with releases for past patent infringement or licenses, in each case with respect to reporting periods prior to the execution of the agreement, which is recognized upon execution of the agreement. 12 Revenue disaggregated by recurring and non-recurring nature was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Recurring revenue $ 85,097 $ 82,269 $ 169,506 $ 165,045 Non-recurring revenue 638 5,081 3,899 5,710 Total revenue $ 85,735 $ 87,350 $ 173,405 $ 170,755 Revenue by market vertical Revenue disaggregated by market vertical was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Media $ 81,041 $ 83,626 $ 165,027 $ 164,063 Semiconductor 4,694 3,724 8,378 6,692 Total revenue $ 85,735 $ 87,350 $ 173,405 $ 170,755 Contract Balances Contracts Assets Contract assets primarily consist of unbilled contracts receivable that are expected to be received from customers in future periods, where the revenue recognized to date exceeds the amount billed. The amount of unbilled contracts receivable may not exceed their net realizable value and are classified as long-term assets if the payments are expected to be received more than one year from the reporting date. Contract assets also include the incremental costs of obtaining a contract with a customer, principally sales commissions when the renewal commission is not commensurate with the initial commission. Contract assets were recorded in the Condensed Consolidated Balance Sheets as follows (in thousands): June 30, 2025 December 31, 2024 Unbilled contracts receivable $ 107,015 $ 104,047 Other current assets 597 711 Long-term unbilled contracts receivable 47,933 62,767 Other long-term assets 970 919 Total contract assets $ 156,515 $ 168,444 Contract Liabilities Contract liabilities are comprised of deferred revenue related to multi-period licensing arrangements for which the Company is paid in advance, while the underlying performance obligation is satisfied at a future date or over time. Allowance for Credit Losses The allowance for credit losses represents the Company’s best estimate of lifetime expected credit losses inherent in accounts receivable and unbilled contracts receivable. The Company’s long-term unbilled contracts receivable is derived from fixed-fee or minimum-guarantee Semiconductor IP licensing and is primarily comprised of contracts with large, well-capitalized companies. It is generally considered to be of high credit quality due to past collection history and the nature of the customers. The allowance for credit losses at June 30, 2025 and December 31, 20 24 was $ 0.7 milli on and is presented as part of accounts receivable, net in the Condensed Consolidated Balance Sheets. 13 Additional Disclosures The following table presents additional revenue and contract disclosures (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenue recognized in the period from: Amounts included in deferred revenue at the beginning of the period $ 5,204 $ 1,703 $ 10,653 $ 3,708 Performance obligations satisfied in previous periods (1) $ 503 $ 4,864 $ 3,429 $ 5,076 (1) Performance obligations satisfied in previous periods consist mainly of fees associated with releases for past patent infringement, settlements of litigation during the period, and revenue from past royalties owed pursuant to expired or terminated IP license agreements. For long-term and multi-year revenue contracts, the Company recorded revenue from the releases for past infringement during the three months and six months ended June 30, 2025 and 2024 and expects to record revenue from the prospective license in future periods. Remaining revenue under contracts with performance obligations represents the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) under certain of the Company’s fixed fee arrangements (in thousands). As of June 30, 2025 Revenue from contracts with performance obligations expected to be satisfied in: 2025 (remaining 6 months) 94,446 2026 91,357 2027 76,166 2028 66,191 2029 58,816 Thereafter 17,732 Total $ 404,708 NOTE 4 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS Other current assets consisted of the following (in thousands): June 30, 2025 December 31, 2024 Prepaid income taxes $ 7,077 $ 2,934 Prepaid expenses 3,281 2,287 Prepaid insurance 1,097 1,124 Other 3,711 3,447 Total other current assets $ 15,166 $ 9,792 Property and equipment, net, consisted of the following (in thousands): June 30, 2025 December 31, 2024 Equipment, furniture and other $ 17,781 $ 17,376 Leasehold improvements 6,293 6,293 Total property and equipment 24,074 23,669 Less: accumulated depreciation ( 18,388 ) ( 17,391 ) Total property and equipment, net $ 5,686 $ 6,278 14 Other long-term assets consisted of the following (in thousands): June 30, 2025 December 31, 2024 Long-term deferred tax assets $ 35,944 $ 31,027 Other assets 1,903 2,913 Total other long-term assets $ 37,847 $ 33,940 Accrued liabilities consisted of the following (in thousands): June 30, 2025 December 31, 2024 Employee compensation and benefits $ 5,999 $ 11,461 Current portion of guarantee (1) 3,850 3,850 Accrued expenses 6,380 2,936 Current portion of operating lease liabilities 518 481 Accrued income taxes — 325 Other 2,424 3,674 Total accrued liabilities $ 19,171 $ 22,727 (1) Refer to “Note 14 – Commitments and Contingencies” for further detail on the nature of the guarantee. Other long-term liabilities consisted of the following (in thousands): June 30, 2025 December 31, 2024 Long-term portion of guarantee (1) $ 13,233 $ 13,233 Other 2,081 1,996 Total other long-term liabilities $ 15,314 $ 15,229 (1) Refer to “Note 14 – Commitments and Contingencies” for further detail on the nature of the guarantee. NOTE 5 – FINANCIAL INSTRUMENTS The Company has investments in debt securities, which include corporate bonds and notes, treasury and agency notes and bills, commercial paper, and in equity securities consisting of money market funds. The Company classifies its debt securities as available-for-sale (“AFS”), which are accounted for at fair value with credit related losses recognized as a provision for credit losses in its Condensed Consolidated Statements of Income and all non-credit related unrealized gains and losses recognized in accumulated other comprehensive income or loss on the Condensed Consolidated Balance Sheets. Under ASU 2016-01 (Topic 321), equity securities are measured at fair value with unrealized gains and losses recognized in other income and expense, net, in the Condensed Consolidated Statements of Income. 15 The following is a summary of marketable securities at June 30, 2025 and December 31, 2024 (in thousands): June 30, 2025 Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Estimated Fair Values Marketable securities Commercial paper $ 2,762 $ — $ ( 2 ) $ — $ 2,760 Corporate bonds and notes 24,912 92 ( 4 ) — 25,000 Treasury and agency notes and bills 4,474 — ( 2 ) — 4,472 Total debt securities 32,148 92 ( 8 ) — 32,232 Money market funds 5,025 — — — 5,025 Total equity securities 5,025 — — — 5,025 Total marketable securities $ 37,173 $ 92 $ ( 8 ) $ — $ 37,257 Reported in: Cash and cash equivalents $ 5,025 Marketable securities 32,232 Total marketable securities $ 37,257 December 31, 2024 Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Estimated Fair Values Marketable securities Commercial paper $ 2,688 $ 1 $ — $ — $ 2,689 Corporate bonds and notes 25,726 76 ( 40 ) — 25,762 Treasury and agency notes and bills 3,615 1 — — 3,616 Total debt securities 32,029 78 ( 40 ) — 32,067 Money market funds 4,322 — — — 4,322 Total equity securities 4,322 — — — 4,322 Total marketable securities $ 36,351 $ 78 $ ( 40 ) $ — $ 36,389 Reported in: Cash and cash equivalents $ 4,822 Marketable securities 31,567 Total marketable securities $ 36,389 At June 30, 2025 and December 31, 2024, the Company h ad $ 116.5 million and $ 110.4 million, respectively, in cash and cash equivalents and marketable securities. A portion of these amounts was held in marketable securities, as shown above. The remaining balances of $ 79.2 million and $ 74.0 million at June 30, 2025 and December 31, 2024, respectively, consisted of cash held in operating accounts not included in the tables above. Debt Securities The gross realized gains and losses on sales of marketable debt securities were immaterial during the three and six months ended June 30, 2025 and 2024. Unrealized losses on AFS debt securities were immaterial as of June 30, 2025 and December 31, 2024. The Company evaluated whether the decline in fair value has resulted from credit losses or other factors and concluded these amounts were related to temporary fluctuations in value of AFS securities and were due primarily to changes in interest rates and market conditions of the underlying securities. The Compan y did no t rec ognize a provision for credit losses related to its AFS debt securities during the three and six months ended June 30, 2025 and 2024, respectively. The estimated fair value of marketable debt securities by contractual maturity at June 30, 2025 is shown below (in thousands). Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations without call or prepayment penalties. 16 Amortized Cost Estimated Fair Value Due in one year or less $ 16,161 $ 16,182 Due in one to two years 8,260 8,301 Due in two to three years 7,727 7,749 Total $ 32,148 $ 32,232 NOTE 6 – FAIR VALUE The Company follows the authoritative guidance for fair value measurement and the fair value option for financial assets and financial liabilities. The Company carries its financial instruments at fair value with the exception of its long-term debt. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets. Level 2 Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. When applying fair value principles in the valuation of assets, the Company is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The Company calculates the fair value of its Level 1 and Level 2 instruments based on the exchange traded price of similar or identical instruments, where available, or based on other observable inputs. There were no significant transfers into or out of Level 1 or Level 2 that occurred between December 31, 2024 and June 30, 2025. The following sets forth the fair value, and classification within the hierarchy, of the Company’s assets required to be measured at fair value on a recurring basis as of June 30, 2025 (in thousands): Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Marketable securities Money market funds - equity securities (1) $ 5,025 $ 5,025 $ — $ — Corporate bonds and notes - debt securities (2) 25,000 — 25,000 — Commercial paper - debt securities (3) 2,760 — 2,760 — Treasury and agency notes and bills - debt securities (3) 4,472 — 4,472 — Total Assets $ 37,257 $ 5,025 $ 32,232 $ — (1) Reported as cash and cash equivalents in the Condensed Consolidated Balance Sheet. (2) Reported as marketable securities in the Condensed Consolidated Balance Sheet. (3) Reported as marketable securities in the Condensed Consolidated Balance Sheet as these were purchased with original maturities of more than three months at date of purchase; otherwise reported as cash and cash equivalents. 17 The following sets forth the fair value, and classification within the hierarchy, of the Company’s assets required to be measured at fair value on a recurring basis as of December 31, 2024 (in thousands): Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Marketable securities Money market funds - equity securities (1) $ 4,322 $ 4,322 $ — $ — Corporate bonds and notes - debt securities (2) 25,762 — 25,762 — Commercial paper - debt securities (3) 2,689 — 2,689 — Treasury and agency notes and bills - debt securities (3) 3,616 — 3,616 — Total Assets $ 36,389 $ 4,322 $ 32,067 $ — (1) Reported as cash and cash equivalents in the Condensed Consolidated Balance Sheet. (2) Reported as marketable securities in the Condensed Consolidated Balance Sheet. (3) Reported as marketable securities in the Condensed Consolidated Balance Sheet as these were purchased with original maturities of more than three months at date of purchase; otherwise reported as cash and cash equivalents. Financial Instruments Not Recorded at Fair Value The Company’s long-term debt is carried at amortized cost and is measured at fair value on a quarterly basis for disclosure purposes. The fair value of the Company’s long-term debt approximates its carrying value as of each of the periods described below. The carrying amounts and estimated fair values are as follows (in thousands): June 30, 2025 December 31, 2024 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Long-term debt, net (1) $ 448,931 $ 449,492 $ 475,456 $ 475,456 (1) Carrying amounts of long-term debt are net of unamortized debt discount and issuance costs of $ 10.0 million and $ 11.6 million as of June 30, 2025 and December 31, 2024, respectively. See “Note 8 – Debt ” fo r additional information. If reported at fair value in the Condensed Consolidated Balance Sheets, the Company’s debt would be classified within Level 2 of the fair value hierarchy. The fair value of the debt was estimated based on the quoted market prices for the same or similar issues. NOTE 7 – GOODWILL AND IDENTIFIED INTANGIBLE ASSETS Goodwill The carrying value of goodwill at June 30, 2025 and December 31, 2024 wa s $ 313.7 million. There were no changes t o the carrying value of goodwill from January 1, through June 30, 2025. Goodwill at each reporting unit is evaluated for potential impairment annually, as of the beginning of the fourth quarter, and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. The process of evaluating goodwill for potential impairment is subjective and requires significant estimates, assumptions and judgments particularly related to the identification of reporting units, the assignment of assets and liabilities to reporting units and estimating the fair value of each reporting unit. No impairment charges were recognized during the three and six months ended June 30, 2025 and 2024. 18 Identified Intangible Assets Identified intangible assets consisted of the following (in thousands): Average June 30, 2025 December 31, 2024 Life (Years) Gross Assets Accumulated Amortization Net Gross Assets Accumulated Amortization Net Finite-lived intangible assets: Acquired patents / core technology 3 - 10 $ 683,685 $ ( 406,160 ) $ 277,525 $ 679,085 $ ( 377,908 ) $ 301,177 Customer contracts and related relationships 3 - 9 155,900 ( 155,900 ) — 155,900 ( 155,900 ) — Existing technology / content database 5 - 10 38,681 ( 38,681 ) — 38,681 ( 38,681 ) — Trademarks/trade name 4 - 10 1,300 ( 1,300 ) — 1,300 ( 1,300 ) — Total intangible assets $ 879,566 $ ( 602,041 ) $ 277,525 $ 874,966 $ ( 573,789 ) $ 301,177 As of June 30 , 2025, the estimated future amortization expense of total finite-lived intangible assets was as follows (in thousands): Amounts 2025 (remaining 6 months) $ 28,334 2026 56,541 2027 56,189 2028 51,146 2029 48,897 Thereafter 36,418 Total $ 277,525 NOTE 8 – DEBT The outstanding amounts of debt were as follows (in thousands): June 30, 2025 December 31, 2024 Long-term debt $ 458,906 $ 487,083 Unamortized debt discount and issuance costs ( 9,975 ) ( 11,627 ) 448,931 475,456 Less: current portion, net of debt discount and issuance costs ( 21,007 ) ( 21,021 ) Total long-term debt, net of current portion $ 427,924 $ 454,435 Term Loan B On June 8, 2021, the Company entered into Amendment No. 1 (“Amendment No. 1”) to that certain Credit Agreement dated June 1, 2020 by and among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent (the “2020 Credit Agreement”). The 2020 Credit Agreement initially provided for a five-year senior secured term loan B facility in an aggregate principal amount of $ 1,050 million (the “2020 Term Loan B Facility”). Amendment No. 1 provided for, among other things, (i) a new tranche of term loans (the “2021 Refinanced Term Loan B”) in an aggregate principal amount of $ 810.0 million, (ii) a reduction of the interest rate margin applicable to such loans to (x) in the case of base rate loans, 2.50 % per annum and (y) in the case of Eurodollar loans, LIBOR plus a margin of 3.50 % per annum, (iii) a prepayment premium of 1.00 % in connection with any repricing transaction with respect to the 2021 Refinanced Term Loan B within six months of the closing date of Amendment No. 1, (iv) an extension of the maturity to June 8, 2028 , and (v) certain additional amendments, including amendments to provide the Company with additional flexibility under the covenant governing restricted payments. On May 30, 2023, the Company entered into Amendment No. 2 (“Amendment No. 2”) to the 2020 Credit Agreement, to replace the reference to LIBOR as the base rate with the reference to the Secured Overnight Financing Rate “SOFR” as administered by the Federal Reserve Bank of New York. The new reference rate was effective July 1, 2023. 19 On May 20, 2024, the Company entered into Amendment No. 3 (“Amendment No. 3”) to the 2020 Credit Agreement, which provided for, among other things, (i) a repricing of the 2020 Term Loan B Facility through a refinancing of the entire amount of the 2021 Refinanced Term Loan B with a new tranche of term loans (the “2024 Term Loan B”) in an aggregate principal amount of $ 561.1 million, (ii) a reduction of the interest rate margin applicable to such loans to (x) in the case of SOFR loans, SOFR plus a margin of 3.00 % per annum and (y) in the case of base rate loans, 2.00 % per annum, (iii) a reduction in the excess cash flow mandatory payment thresholds and (iv) a prepayment premium of 1.00 % in connection with any repricing transaction with respect to the 2024 Term Loan B within six months of the closing date of Amendment No. 3. The 2024 Term Loan B will mature on June 8, 2028 , the same date upon which the 2021 Refinanced Term Loan B matured prior to giving effect to Amendment No. 3. On January 30, 2025, the Company entered into Amendment No. 4 (“Amendment No. 4”) to the 2020 Credit Agreement, which provided for, among other things, (i) a repricing of the 2020 Term Loan B Facility through a refinancing of the entire amount of the 2024 Term Loan B (the “2025 Term Loan B”) in an aggregate principal amount of $ 487.1 million, (ii) a reduction of the interest rate margin applicable to such loans to (x) in the case of SOFR loans, 2.50 % per annum and (y) in the case of base rate loans, 1.50 % per annum and (iii) a prepayment premium of 1.00 % in connection with any repricing transaction with respect to the 2025 Term Loan B within six months of the closing date of Amendment No. 4. The 2025 Term Loan B will mature on June 8, 2028 , the same date upon which the 2024 Term Loan B matured prior to giving effect to Amendment No. 4. The obligations under the 2020 Credit Agreement, inclusive of any changes by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, continue to be guaranteed by the Company’s wholly-owned material domestic subsidiaries (collectively, the “Guarantors”) and continue to be secured by a lien on substantially all of the assets of the Company and the Guarantors. The 2020 Credit Agreement, as amended, contains customary events of default, upon the occurrence of which, after any applicable cure period, the lenders will have the ability to accelerate all outstanding loans thereunder. The 2020 Credit Agreement, as amended, also contains customary representations and warranties and affirmative and negative covenants that, among other things and subject to certain exceptions, restrict the ability of the Company and its subsidiaries to create or incur certain liens, incur or guarantee additional indebtedness, merge or consolidate with other companies, transfer or sell assets and make restricted payments. The 2020 Credit Agreement, as amended, requires the Company to maintain a total net leverage ratio of no greater than 3.00x in order to access a basket from which to make restricted payments (such as dividend payments and share repurchases). The Company was in compliance with all requirements under the 2020 Credit Agreement as of June 30, 2025. The 2020 Credit Agreement, as amended, also requires the Company to continue to make cash payments on an annual basis based on certain leverage ratios and excess cash flow generated for the immediately preceding fiscal year. The cash payments are applied to the remaining principal balance due at final maturity. Interest Expense and Expected Principal Payments At June 30, 2025, the Company had $ 458.9 million in total debt outstanding. There were also $ 10.0 million of unamortized debt discount and issuance costs recorded as a reduction from the carrying amount of the debt. The interest rate on the Term Loan B as of June 30, 2025, including the amortization of debt discount and issuance costs, was 7.8 % and interest is payable monthly. Interest expense was $ 8.9 million and $ 18.2 million for the three and six months ended June 30, 2025, respectively. Interest expense was $ 12.9 million and $ 25.4 million for the three and six months ended June 30, 2024, respectively. Amortized debt discount and issuance costs, which were included in interest expense, amounted to $ 0.8 million and $ 1.7 million for the three and six months ended June 30, 2025, respectively, and $ 0.9 million and $ 1.6 million for the three and six months ended June 30, 2024, respectively. As of June 30 , 2025, future minimum principal payments for long-term debt, excluding any additional principal payment required by the excess cash flow provision, are summarized as follows (in thousands): Amounts 2025 (remaining 6 months) $ 12,177 2026 24,354 2027 24,354 2028 398,021 Total $ 458,906 20 NOTE 9 – NET INCOME PER SHARE The following table sets forth the computation of net income per share (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Numerator: Net income $ 16,722 $ 8,382 $ 28,536 $ 9,281 Denominator: Weighted average shares of common stock outstanding 108,832 108,667 108,387 108,216 Add: Effect of dilutive securities associated with options — — 3 2 Add: Effect of dilutive securities associated with restricted stock awards and units 3,338 3,860 4,198 4,532 Add: Effect of dilutive securities associated with employee stock purchase program 9 9 9 7 Weighted average common shares – dilutive 112,179 112,536 112,597 112,757 Basic net income per share $ 0.15 $ 0.08 $ 0.26 $ 0.09 Diluted net income per share $ 0.15 $ 0.07 $ 0.25 $ 0.08 Anti-dilutive employee stock-based awards, excluded 2,349 1,306 1,645 788 Basic net income per share is computed using the weighted average number of shares of common stock outstanding during the period, excluding any unvested restricted stock units that are subject to repurchase. Diluted net income per share is computed using the treasury stock method to calculate the weighted average number of shares of common stock and, if dilutive, potential common shares outstanding during the period. Potentially dilutive common shares include unvested restricted stock units and incremental common shares issuable upon the exercise of stock options, less shares repurchased from assumed proceeds. The assumed proceeds calculation includes actual proceeds to be received from the employee upon exercise and the average unrecognized stock compensation cost during the period. NOTE 10 – STOCKHOLDERS’ EQUITY Equity Incentive Plans The 2020 EIP On June 1, 2020, the Company adopted the 2020 Equity Incentive Plan (the “2020 EIP”). Under the 2020 EIP, the Company may grant equity-based awards to employees, non-employee directors, and consultants for services rendered to the Company (or any parent or subsidiary) in the form of stock options, stock awards, restricted stock awards, restricted stock units, stock appreciation rights, dividend equivalents and performance awards (or any combination thereof). At the Company’s 2024 Annual Stockholders Meeting on May 9, 2024, the Company’s stockholders approved an amendment and restatement of the 2020 EIP, which provided for (i) an increase of the number of shares reserved for issuance by 8,900,000 (from an initial share reserve of 16,800,000 under the prior 2020 EIP to 25,700,000 under the amended and restated 2020 EIP) and (ii) the removal of the “fungible share ratio” for future awards, such that all equity awards granted on or after May 9, 2024 will count on a one-to-one basis against the number of shares authorized for issuance under the 2020 EIP (whereas each share granted pursuant to “full value” awards (i.e. stock awards, restricted stock awards, restricted stock units, performance awards and dividend equivalents) prior to May 9, 2024 are counted against shares available for issuance on a 1.5 to 1 ratio). As of June 30, 2025, there wer e approximately 5.0 million shares reserved for future grants under the 2020 EIP. The 2020 EIP provides for option grants designed as either incentive stock options or non-statutory options. Options generally are granted with an exercise price not less than the value of the common stock on the grant date and have a term of ten years from the date of grant and vest over a four-year period. 21 The vesting criteria for restricted stock awards and restricted stock units is generally the passage of time or meeting certain performance-based objectives, and continued employment through the vesting period, which is generally four years for time-based awards. Assumed Plans On June 1, 2020, the Company assumed all then-outstanding stock options, awards, and shares available and reserved for issuance under all legacy Equity Incentive Plans of TiVo (collectively, the “Assumed Plans”). Stock options assumed from the Assumed Plans generally have vesting periods of four years and a contractual term of seven years . Awards of restricted stock and restricted stock units assumed from the Assumed Plans are generally subject to a four year vesting period. The Company has not issued any awards under these plans since the 2020 EIP was amended in 2022. The number of shares subject to stock options and restricted stock units outstanding under these plans are included in the tables below. A summary of the stock option activity is presented below (in thousands, except per share amounts): Options Outstanding Number of Shares Subject to Options Weighted Average Exercise Price Per Share Balance at December 31, 2024 66 $ 18.97 Options granted — $ — Options exercised ( 15 ) $ 12.74 Options canceled / forfeited / expired ( 51 ) $ 21.29 Balance at June 30, 2025 — $ — Vested and exercisable at June 30, 2025 — $ — Restricted Stock Awards Information with respect to outstanding restricted stock units (including both time-based vesting and performance-based vesting) as of June 30, 2025 is as follows (in thousands, except per share amounts): Restricted Stock Awards Number of Shares Subject to Time- based Vesting Number of Shares Subject to Performance- based Vesting Total Number of Shares Weighted Average Grant Date Fair Value Per Share Balance at December 31, 2024 6,380 2,247 8,627 $ 10.98 Awards granted 2,648 291 2,939 $ 14.98 Awards vested / earned ( 2,274 ) ( 957 ) ( 3,231 ) $ 10.98 Awards canceled / forfeited ( 147 ) — ( 147 ) $ 10.32 Balance at June 30, 2025 6,607 1,581 8,188 $ 12.43 Performance Awards Performance awards may be granted to employees or consultants based upon, among other things, the contributions, responsibilities and other compensation of the particular employee or consultant. The value and the vesting of such performance awards are generally linked to one or more performance goals or certain market conditions determined by the Company, in each case on a specified date or dates or over any period or periods determined by the Company, and may range from zero to 200 percent of the grant. For performance awards subject to a market vesting condition (“market-based PSUs”), the fair value per award is fixed at the grant date and the amount of compensation expense is not adjusted during the performance period regardless of changes in the level of achievement of the market condition. For performance-based awards incorporating a market condition, where the ultimate number of shares to be earned depends on the achievement of both performance and market conditions, the fair value is estimated on the date of grant using a Monte Carlo simulation model and the amount of compensation expense is adjusted if and when it is probable that the performance condition will be achieved. 22 Employee Stock Purchase Plans On June 1, 2020, the Company adopted the 2020 Employee Stock Purchase Plan (the “2020 ESPP”). The 2020 ESPP is implemented through consecutive overlapping 24-month offering periods, each of which is comprised of four six-month purchase periods. The first offering period commenced on September 1, 2020 and ended on August 31, 2022. The next offering period under the 2020 ESPP plan commenced on December 1, 2022. Each subsequent offering period under the 2020 ESPP will be twenty-four months long and will commence on each December 1 with four six-month purchase periods. Participants may contribute up to 100 % of their base earnings and commissions through payroll deductions, and the accumulated deductions will be applied to the purchase of shares on each semi-annual purchase date. The purchase price per share will equal 85 % of the fair market value per share on the start date of the offering period or, if lower, 85 % of the fair market value per share on the semi-annual purchase date. An eligible employee’s right to buy the Company’s common stock under the 2020 ESPP may not accrue at a rate in excess of $ 25,000 of the fair market value of such shares per calendar year for each calendar year of an offering period. If the fair market value per share of the Company’s common stock on any purchase date during an offering period is less than the fair market value per share on the start date of the 24-month offering period, then that offering period will automatically terminate and a new 24-month offering period will begin on the next business day. All participants in the terminated offering will be transferred to the new offering period. At the 2022 Annual Stockholders Meeting on April 29, 2022, the Company’s stockholders approved an amendment to the 2020 ESPP and increased by 6.0 million the number of shares reserved for issuance. As of June 30, 2025, the re were approximately 4.9 million shares reserved for grant under the Company’s 2020 ESPP. Dividends Stockholders of the Company’s common stock are entitled to receive dividends when declared by the Company’s Board of Directors (the “Board”). During the periods ended June 30, 2025 and 2024, quarterly dividends declared were $ 0.05 per common share, respectively. The capacity to pay dividends in the future depends on many factors, including the Company’s financial condition, results of operations, capital requirements, capital structure, industry practice and other business conditions that the Board considers relevant. Stock Repurchase Programs In October 2024, the Company’s Board approved an increase of the existing share repurchase authorization up to a total of $ 200.0 million. During the six months ended June 30, 2025, the Company repurchased a total of approximately 0.8 million shares of common stock, at an average price of $ 13.19 per share for a total cost of $ 10.0 million. These purchases occurred during the three months ended March 31, 2025 and no repurchases were made during the three months ended June 30, 2025. The Company did no t repurchase any shares during the six months ended June 30, 2024. As of June 30, 2025, the total remaining amount available for repurchase under this plan was $ 170.0 million. The shares repurchased are recorded as treasury stock and are accounted for under the cost method. No expiration date has been specified for this plan. The Company may execute authorized repurchases from time to time under the plan. The Company accounts for stock repurchases using the cost method and records retirement of treasury stock as a reduction of the cumulative treasury stock paid-in capital balance. Once the cumulative balance is reduced to zero, any remaining difference resulting from the retirement of treasury stock is recorded as a reduction of retained earnings. The Company issues restricted stock awards as part of the equity incentive plans described above. For the majority of restricted awards, shares are withheld to satisfy required withholding taxes at the vesting date. Shares withheld to satisfy required withholding taxes in connection with the vesting of restricted awards are treated as common stock repurchases in the Condensed Consolidated Financial Statements because they reduce the number of shares that would have been issued on vesting. However, these withheld shares are not included in common stock repurchases under the Company’s authorized share repurchase plan. 23 NOTE 11 – STOCK-BASED COMPENSATION EXPENSE The effect of recording stock-based compensation (“SBC”) expense for the three and six months ended June 30, 2025 and 2024 is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Research and development $ 1,422 $ 1,093 2,656 1,902 Selling, general and administrative 7,278 5,499 14,288 9,835 Total stock-based compensation expense $ 8,700 $ 6,592 $ 16,944 $ 11,737 The Company uses a Monte Carlo simulation to determine the grant date fair value of performance stock awards subject to market conditions, or market-based PSUs. The following assumptions were used to value the restricted stock units subject to market conditions granted during the six months ended June 30, 2025 and 2024: March 2025 May 2024 Expected life (years) 3.0 3.0 Risk-free interest rate 3.9 % 4.5 % Dividend yield 1.5 % 1.8 % Expected volatility 46.4 % 57.0 % Grants under the 2020 ESPP occur in June and December, as discussed in “Note 10 – Stockholders’ Equity ”. The following assumptions were used to value the shares for these grants. June 2025 June 2024 Expected life (years) 2.0 2.0 Risk-free interest rate 3.9 % 4.8 % Dividend yield 1.4 % 1.7 % Expected volatility 46.0 % 57.0 % NOTE 12 – INCOME TAXES The Company’s income tax provision and effective tax rate for interim periods are based on its estimated annual effective tax rate adjusted for discrete items during the period. For the three and six months ended June 30, 2025, the Company recorded income tax benefits of $ 9.1 million and $ 7.0 million, respectively. For the three and six months ended June 30, 2024, the Company recorded income tax expense of $ 2.9 million and $ 8.6 million, respectively. The effective tax rate varies from the 21 % U.S. federal tax rate primarily due to unrealized benefits associated with South Korea withholding tax refund claims. The decrease in income tax expense for the three and six months ended June 30, 2025, as compared to the same periods in the prior year was primarily due to unrealized benefits associated with South Korea withholding tax refund claims. NOTE 13 – LEASES The Company leases office and research facilities and office equipment under operating leases which expire through 2032 . The Company’s leases have remaining lease terms of less than three years to eight years , some of which may include options to extend the leases for five years or longer, and some of which may include options to terminate the leases within the next five years or less. Leases with an initial term of 12 months or less are not recorded on the Condensed Consolidated Balance Sheets; expense for these leases is recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred and are not included within the lease liability and right-of-use assets calculation. As a practical expedient, the Company elected, for all office and facility leases, not to separate non-lease components (e.g., common-area maintenance costs) from lease components (e.g., fixed payments including rent) and instead to account for each separate lease component and its associated non-lease components as a single lease component. As most of the leases do not provide an implicit rate, the Company generally, for purposes of discounting lease payments, uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. 24 The components of operating lease costs were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Fixed lease cost $ 523 $ 511 $ 1,046 1,023 Variable lease cost 190 207 257 482 Total operating lease cost $ 713 $ 718 $ 1,303 $ 1,505 Other information related to leases was as follows (in thousands, except lease term and discount rate): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 433 $ 551 $ 983 $ 1,101 June 30, 2025 December 31, 2024 Weighted-average remaining lease term (years): Operating leases 6.79 7.24 Weighted-average discount rate: Operating leases 8.6 % 8.5 % Future minimum lease payments and related lease liabilities as of June 30, 2025 were as follows (in thousands): Operating Lease Payments (1) 2025 (remaining 6 months) (2) $ 159 2026 (2) 1,191 2027 2,455 2028 1,888 2029 1,944 Thereafter 5,828 Total lease payments 13,465 Less: imputed interest ( 4,024 ) Present value of lease liabilities: $ 9,441 Less: current obligations under leases (accrued liabilities) 518 Noncurrent operating lease liabilities $ 8,923 (1) Future minimum lease payments exclude short-term leases as well as payments to landlords for variable common area maintenance, insurance and real estate taxes. (2) Includes tenant improvements allowance of $ 1.0 million in 2025 and $ 1.2 million in 2026. NOTE 14 – COMMITMENTS AND CONTINGENCIES Purchase and Other Contractual Obligations In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which it is liable in future periods. These arrangements primarily include unconditional purchase obligations to service providers. As of June 30, 2025, the Company’s total future unconditional purchase obligations were approximately $ 4.8 million, including $ 1.9 million due in the remainder of 2025, $ 1.5 million due in 2026 and $ 1.4 million due thereafter. 25 Guarantee Prior to the Separation, Adeia Media LLC, a subsidiary of the Company (“Adeia Media”), and a subsidiary of Xperi Inc. (“Xperi Sub”) entered into an agreement (the “Specified Agreement”) with a third party pursuant to which Adeia Media guarantees the performance of Xperi Sub under the Specified Agreement, including its payment obligations to such third party. In connection with the Separation, Adeia Media and Xperi Sub entered into a separate cross business agreement (the “Cross Business Agreement”) effective as of October 1, 2022, under which Adeia Media agreed to make guarantee payments to Xperi Sub in amounts based on certain of its operating expenses under the Specified Agreement through 2031. Consequently, on October 1, 2022, the Company recognized a guarantee liability pursuant to ASC 460 “Guarantees” of $ 19.7 million, which represents the fair value of Adeia Media’s projected payments of such operating expenses during the term of the Cross Business Agreement. Subsequent changes to the carrying value of the guarantee are recognized as part of the Company’s results of operations. As of June 30 , 2025 and December 31, 2024, the balance of the guarantee liability wa s $ 17.1 m illion. Operating expense reimbursements are capped at a maximum of $ 7.5 million per annum. To date, such reimbursements have not been material. Indemnifications In the normal course of business, the Company provides indemnifications of varying scopes and amounts to certain of its licensees, customers, and business partners against claims made by third parties arising from the use of the Company’s intellectual property, services or technologies. The Company cannot reasonably estimate the possible range of losses that may be incurred pursuant to its indemnification obligations, if any. Variables affecting any such assessment include, but are not limited to: the nature of the claim asserted; the relative merits of the claim; the financial ability of the party suing the indemnified party to engage in protracted litigation; the number of parties seeking indemnification; the nature and amount of damages claimed by the party suing the indemnified party; and the willingness of such party to engage in settlement negotiations. To date, no such claims have been filed against the Company and no liability has been recorded in the Company’s financial statements. As permitted under Delaware law, the Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company believes, given the absence of any such payments in the Company’s history, and the estimated low probability of such payments in the future, that the estimated fair value of these indemnification agreements is immaterial. In addition, the Company has directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and may enable the Company to recover any payments under the indemnification agreements, should they occur. Contingencies At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of losses is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. Litigation related The Company and its subsidiaries are involved in litigation matters and claims in the normal course of business. In the past, the Company and its subsidiaries have litigated to enforce their respective patents and other intellectual property rights, to enforce the terms of license agreements, to protect trade secrets, and to defend the Company’s patents against claims of invalidity. The Company expects it or its subsidiaries will be involved in similar legal proceedings in the future, including proceedings regarding infringement of its patents, and proceedings to ensure proper and full payment of royalties by licensees under the terms of its license agreements. NOTE 15 – SEGMENT INFORMATION The Company has one reportable segment: IP Licensing. The IP Licensing segment derives revenues from license agreements to (i) its media patent portfolio and (ii) its semiconductor technologies patent portfolio, see further discussion on revenue generating activities in Note 3 – Revenue . The Company derives revenue primarily in North America and manages the business activities on a consolidated basis. 26 The accounting policies of the IP Licensing segment are the same as those described in Note 2 – Summary of Significant Accounting Policies . The Company’s Chief Executive Officer is also the chief operating decision maker (“CODM”) as defined by the authoritative guidance on segment reporting. The CODM assesses financial performance for the IP Licensing segment and decides how to allocate resources based on net income that also is reported on the statements of income as consolidated net income. Net income is also used by the CODM to monitor budget versus actual results of the IP Licensing segment. The measure of segment assets is reported on the balance sheet as total consolidated assets. The CODM uses net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the IP Licensing segment or into other parts of the entity, such as for acquisitions or to return value to stockholders. The following table presents information with respect to the Company’s IP Licensing segment revenue, significant expenses and income (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenue $ 85,735 $ 87,350 $ 173,405 $ 170,755 Less: Personnel related expense 23,512 19,720 47,641 38,103 Patent portfolio expense 8,559 8,168 17,774 15,902 Patent related technical sales support expense 1,729 1,549 3,333 3,026 Amortization expense 14,170 20,030 28,252 43,187 Outside services expense 4,016 4,010 7,797 7,348 Litigation expense 7,174 4,262 13,028 7,192 Interest expense 10,216 13,296 20,865 27,471 Other segment items (1) 8,736 4,994 13,194 10,616 Provision for income taxes ( 9,099 ) 2,939 ( 7,015 ) 8,629 Segment net income $ 16,722 $ 8,382 $ 28,536 $ 9,281 (1) Other segment items include facilities and other related expenses, marketing and advertising expenses, depreciation expense, travel and entertainment expenses, other income and expense, and other overhead expenses. Revenue by Geography and Customer Concentration While the Company’s revenue is primarily derived in North America, a portion of the Company’s revenue is derived from licensees headquartered outside of the U.S., and it is expected that this revenue will continue to account for a portion of total revenue in future periods. Revenue is attributed to geographic locations based on the billing address of each customer. The table below lists the revenue by geography for the periods indicated (in thousands, except for percentages): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 U.S. $ 67,908 79 % $ 71,608 82 % $ 139,423 80 % $ 140,047 75 % Asia 12,340 14 10,325 11 23,279 13 19,840 18 Canada 3,093 4 3,376 4 6,223 4 6,573 4 Europe and Middle East 1,930 2 1,586 2 3,551 2 3,389 2 Other 464 1 455 1 929 1 906 1 $ 85,735 100 % $ 87,350 100 % $ 173,405 100 % $ 170,755 100 % 27 For the three and six months ended June 30, 2025 and 2024, there were two custo mers that each accounted for 10% or more of total revenue. The following table sets forth revenue generated from customers which comprise 10% or more of total revenue for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Customer A 20.0 % 19.7 % 19.8 % 20.1 % Customer B 10.4 % 11.4 % 10.5 % 11.9 % At June 30, 2025, the Company had one customer repres enting 63 % of aggr egate accounts receivable. At December 31, 2024, the Company had two customers representing 52 % and 11 % of aggregate accounts receivable, respectively. Other Geography Information At June 30, 2025 and December 31, 2024, property and equipment, net, was all located in the U.S. NOTE 16 – SUBSEQUENT EVENTS Declaration of Cash Dividends On July 24, 2025 , the Board declared a cash dividend of $ 0.05 per share of common stock, payable on September 16, 2025 to the stockholders of record at the close of business on August 26, 2025 . Tax Legislation On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the U.S. which, among other changes, makes permanent certain tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. The OBBBA makes changes to certain U.S. corporate tax provisions, some of which are not effective until 2026 or later. The Company is currently evaluating its impact on the consolidated financial statements. As the legislation was signed into law after the close of the second quarter, the impacts will be included in the third quarter financial statements. 28