What changed in this filing

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Item 1. Financial Statements

2026-05-06 compared with 2025-11-06 · 127 added, 236 removed, 526 unchanged (41% of the section changed)

3 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Operating expenses:

7 unchanged sentences

Other income and expense, net

Loss on debt extinguishment

Income before income taxes

Provision for (benefit from) income taxes

Provision for income taxes

Net income per share:

4 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Other comprehensive income (loss), net of tax:

Net unrealized gain (losses) on marketable securities

Net unrealized gain (losses) on available-for-sale debt securities

Other comprehensive income (loss), net of tax

3 unchanged sentences

(in thousands, except for par value)

September 30,

Current assets:

11 unchanged sentences

Intangible assets, net

Long-term income tax receivable

Other long-term assets

33 unchanged sentences

(in thousands)

Nine Months Ended

September 30, 2025

September 30, 2024

Three Months Ended

March 31, 2026

March 31, 2025

Cash flows from operating activities:

Adjustments to reconcile net income to net cash from operating activities:

Depreciation of property and equipment

Amortization of intangible assets

1 unchanged sentence

Deferred income taxes

Loss on debt extinguishment

Amortization of debt issuance costs

10 unchanged sentences

Purchases of short-term investments

Proceeds from sales of investments

Proceeds from maturities of investments

7 unchanged sentences

Net cash used in financing activities

Net increase in cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

3 unchanged sentences

Income taxes paid, net of refunds

Unpaid purchases of property and equipment at the end of the period

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3 unchanged sentences

Treasury Stock

Three Months Ended September 30, 2025

Paid-In Capital

Other Comprehensive Income

Retained Earnings

Stockholders' Equity

Balance at July 1, 2025

Other comprehensive loss

Cash dividends paid on common stock ($ 0.05 per share)

Issuance of common stock in connection with exercise of stock options

Issuance of restricted stock, net of shares canceled

Withholding taxes related to net share settlement of restricted awards

Stock-based compensation expense

Balance at September 30, 2025

Total Company Stockholders' Equity

Treasury Stock

Nine Months Ended September 30,

Three Months Ended March 31, 2026

Paid-In Capital

6 unchanged sentences

Issuance of common stock in connection with exercise of stock options

Issuance of common stock in connection with employee stock purchase plan

Issuance of restricted stock, net of shares canceled

2 unchanged sentences

Stock-based compensation expense

Balance at September 30, 2025

Balance at March 31, 2026

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3 unchanged sentences

Treasury Stock

Three Months Ended September 30, 2024

Paid-In Capital

Comprehensive Loss

Stockholders' Equity

Balance at June 1, 2024

Other comprehensive income

Cash dividends paid on common stock ($ 0.05 per share)

Issuance of common stock in connection with exercise of stock options

Issuance of restricted stock, net of shares canceled

Withholding taxes related to net share settlement of restricted awards

Stock-based compensation expense

Balance at September 30, 2024

Total Company Stockholders' Equity

Treasury Stock

Nine Months Ended September 30, 2024

Paid-In Capital

Comprehensive Loss

Three Months Ended March 31, 2025

Other Comprehensive Income (Loss)

Retained Earnings

Stockholders' Equity

3 unchanged sentences

Issuance of common stock in connection with exercise of stock options

Issuance of common stock in connection with employee stock purchase plan

Issuance of restricted stock, net of shares canceled

Withholding taxes related to net share settlement of restricted awards

Repurchases of common stock

Stock-based compensation expense

Balance at September 30, 2024

Balance at March 31, 2025

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION

(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 “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 approximately 13,750 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.

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and its wholly-owned subsidiaries.

All intercompany balances and transactions are eliminated in consolidation.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S.

1 unchanged sentence

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 nine months ended September 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 results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026 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.

Certain prior fiscal year balances have been reclassified to conform to the current fiscal year presentation.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There have been no significant changes in the Company’s significant accounting policies during the three and nine months ended September 30, 2025, as compared to the significant accounting policies described in the Form 10-K.

There have been no significant changes in the Company’s significant accounting policies during the three months ended March 31, 2026, as compared to the significant accounting policies described in the Form 10-K.

Use of Estimates

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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.

The accounting estimates and assumptions that require management’s most significant, challenging, and subjective judgment include identifying the performance obligations in the contract, determining standalone selling price used to allocate consideration in a contract with multiple performance obligations, estimating the fair value of noncash consideration, estimating variable consideration relating to potential future price adjustments as a result of legal contract disputes, estimating quarterly royalties prior to receiving the royalty reports from the licensee, measurement of the fair value of acquired intangible assets, 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.

6 unchanged sentences

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):

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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 the fourth quarter of 2025 , the Company adopted ASU 2023-09 on a retrospective basis, and the adoption did no t have a material impact to the Company’s Condensed Consolidated Financial Statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

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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.

In situations where foreign 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.

In a contract with multiple performance obligations, the transaction price is allocated among the separate performance obligations based on their relative standalone selling prices.

The determination of standalone selling price considers market conditions, the size and scope of the contract, customer and geographic information, and other factors.

1 unchanged sentence

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.

In certain contracts with customers, the Company receives noncash consideration in the form of patents, and the fair value of those assets is included in the transaction price for revenue recognition purposes.

The Company measures fair value at contract inception using one of, or a combination of, an analysis of comparable market transactions (the market approach), and/or an analysis of the costs that would be required to develop and maintain a comparable set of patents (the cost approach).

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.

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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 licenses (i) its media patent portfolio (“Media IP licensing”) to multichannel video programming distributors, over-the-top 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.

(i) variable-based Media IP or Semiconductor IP royalty licensing, (ii) fixed-fee Media IP licensing, and (iii) fixed-fee or minimum guarantee Semiconductor IP licensing.

Variable-based Media IP or Semiconductor IP royalty licensing

The Company recognizes revenue from variable based contracts based on the customer’s sale or usage of the IP during 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.

4 unchanged sentences

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.

On occasion, 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.

3 unchanged sentences

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 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.

Determination of standalone selling price 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.

5 unchanged sentences

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;

amounts attributable to variable consideration arising from (i) a sales-based or usage-based royalty of an intellectual property license, or (ii) potential future price adjustments, or (iii) 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.

6 unchanged sentences

(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.

and (ii) for variable based 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:

3 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Recurring revenue

4 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Semiconductor

6 unchanged sentences

Contract assets were recorded in the Condensed Consolidated Balance Sheets as follows (in thousands):

September 30, 2025

March 31, 2026

December 31, 2025

10 unchanged sentences

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 September 30, 2025 and December 31, 202 4 was $ 0.7 mi llion and is presented as part of accounts receivable, net in the Condensed Consolidated Balance Sheets.

The Company’s allowance for credit losses at March 31, 2026 and December 31, 2025 was $ 0.7 million and is presented as part of accounts receivable, net in the Condensed Consolidated Balance Sheets.

Additional Disclosures

1 unchanged sentence

Three Months Ended

September 30,

Nine Months Ended

September 30,

Revenue recognized in the period from:

2 unchanged sentences

(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 and nine months ended September 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).

September 30, 2025

For long-term and multi-year revenue contracts, the Company recorded revenue from the releases for past infringement during the three months ended March 31, 2026 and 2025 and expects to record revenue from the prospective license in future periods.

Revenue related to remaining performance obligations from contracts greater than one year in length is shown below (in thousands):

March 31, 2026

Revenue from contracts with performance obligations expected to be satisfied in:

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Other current assets consisted of the following (in thousands):

September 30, 2025

March 31, 2026

December 31, 2025

4 unchanged sentences

Property and equipment, net, consisted of the following (in thousands):

September 30, 2025

March 31, 2026

December 31, 2025

1 unchanged sentence

Leasehold improvements

Total property and equipment

Accumulated depreciation

Property and equipment, gross

Accumulated depreciation and amortization

Total property and equipment, net

Other long-term assets consisted of the following (in thousands):

September 30, 2025

March 31, 2026

December 31, 2025

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Accrued liabilities consisted of the following (in thousands):

September 30, 2025

March 31, 2026

December 31, 2025

Employee compensation and benefits

Accrued legal

Accrued legal expenses

Current portion of guarantee (1)

Accrued expenses

Other accrued expenses

Current portion of operating lease liabilities

1 unchanged sentence

Total accrued liabilities

(1) Refer to “Note 14 – Commitments and Contingencies” for further detail on the nature of the guarantee.

(1) Refe r 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):

September 30, 2025

March 31, 2026

December 31, 2025

Long-term portion of guarantee (1)

Total other long-term liabilities

(1) Refer to “Note 14 – Commitments and Contingencies” for further detail on the nature of the guarantee.

(1) Re fer to “Note 14 – Commitments and Contingencies” for further detail on the nature of the guarantee.

NOTE 5 – FINANCIAL INSTRUMENTS

2 unchanged sentences

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.

The following is a summary of marketable securities at September 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025

The following is a summary of marketable securities at March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026

Allowance for Credit Losses

Marketable securities

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December 31, 2025

Allowance for Credit Losses

Marketable securities

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Total marketable securities

At September 30, 2025 and December 31, 2024, the Company h ad $ 115.1 mill ion 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 $ 51.9 million and $ 74.0 million at September 30, 2025 and December 31, 2024, respectively, consisted of cash held in operating accounts not included in the tables above.

At March 31, 2026 and December 31, 2025, the Company had $ 115.8 million and $ 136.7 million, respectively, in cash, cash equivalents and marketable securities.

A significant portion of these amounts was held in marketable securities, as shown above.

The remaining balances of $ 51.6 million and $ 72.9 million at March 31, 2026 and December 31, 2025, respectively, were 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 nine months ended September 30, 2025 and 2024.

Unrealized losses on AFS debt securities were immaterial as of September 30, 2025 and December 31, 2024.

The gross realized gains and losses on sales of marketable debt securities were immaterial during the three months ended March 31, 2026 and 2025.

Unrealized gains and losses on AFS debt securities were immaterial as of March 31, 2026 and December 31, 2025.

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 nine months ended September 30, 2025 and 2024, respectively.

The estimated fair value of marketable debt securities by contractual maturity at September 30, 2025 is shown below (in thousands).

The Company did no t recognize a provision for credit loss expense related to its AFS debt securities during the three months ended March 31, 2026 and 2025.

The estimated fair value of marketable debt securities by contractual maturity at March 31, 2026 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.

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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 September 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 September 30, 2025 (in thousands):

There were no significant transfers into or out of Level 1 or Level 2 that occurred between December 31, 2025 and March 31, 2026.

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 March 31, 2026 (in thousands):

Active Markets

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Treasury and agency notes and bills - debt securities

(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.

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, 2025 (in thousands):

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Treasury and agency notes and bills - debt securities

(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

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The carrying amounts and estimated fair values are as follows (in thousands):

September 30, 2025

March 31, 2026

December 31, 2025

Long-term debt, net (1)

(1) Carrying amounts of long-term debt are net of unamortized debt discount and issuance costs of $ 9.1 million and $ 11.6 million as of September 30, 2025 and December 31, 2024, respectively.

(1) Carrying amount s of long-term debt are net of unamortized debt discount and issuance costs of $ 7.4 million and $ 8.3 million as of March 31, 2026 and December 31, 2025, respectively.

See “ Note 8 – Debt ” fo r additional information .

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NOTE 7 – GOODWILL AND IDENTIFIED INTANGIBLE ASSETS

The carrying value of goodwill at September 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 September 30, 2025.

The carrying value of goodwill at March 31, 2026 and December 31, 2025 was $ 313.7 million.

There were no changes to the carrying value of goodwill from January 1 through March 31, 2026.

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 nine months ended September 30, 2025 and 2024.

No impairment charges were recognized during the three months ended March 31, 2026 and 2025.

Identified Intangible Assets

Identified intangible assets consisted of the following (in thousands):

September 30, 2025

March 31, 2026

December 31, 2025

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Total intangible assets

As of September 30 , 2025, the estimated future amortization expense of total finite-lived intangible assets was as follows (in thousands):

As of March 31, 2026, the estimated future amortization expense of total finite-lived intangible assets was as follows (in thousands):

2026 (remaining 9 months)

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The outstanding amounts of debt were as follows (in thousands):

September 30, 2025

March 31, 2026

December 31, 2025

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3 (“Amendment No.

3”) to the 2020 Credit Agreement, and executed a repricing of the outstanding amount of $ 561.1 million.

3”) to the 2020 Credit Agreement, which provided for a repricing of the entire outstanding aggregate principal amount of $ 561.1 million.

Amendment No.

3 reduced the interest margins from SOFR plus a margin of 3.50 % per annum to SOFR plus a margin of 3.00 % per annum or base rate plus a margin of 2.00 % per annum.

3 also reduced the interest margins (50 basis points) from SOFR plus a margin of 3.50 % per annum to SOFR plus a margin of 3.00 % per annum or base rate plus a margin of 2.00 % per annum.

In addition, Amendment No.

3 lowered the excess cash flow mandatory payment thresholds.

3 lowered the excess cash flow mandatory payment thresholds and credit spread adjustment provision.

On January 30, 2025, the Company entered into Amendment No.

4 (“Amendment No.

4”) to the 2020 Credit Agreement, and executed a repricing of the outstanding principal amount of $ 487.1 million.

4”) to the 2020 Credit Agreement, which provided for a repricing of the outstanding aggregate principal amount of $ 487.1 million.

Amendment No.

4 further reduced the interest margins to SOFR plus a margin of 2.50 % per annum or base rate plus a margin of 1.50 % per annum.

4 further reduced the interest margins (50 basis points) to SOFR plus a margin of 2.50 % per annum or base rate plus a margin of 1.50 % per annum.

The obligations under the 2020 Credit Agreement, as amended, 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 assets of the Company and the Guarantors.

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It also requires the Company to maintain a total net leverage ratio of no greater than 3.00x to access a basket for restricted payments (including dividends and share repurchases).

As of September 30, 2025, the Company was in compliance with all requirements under the 2020 Credit Agreement, as amended.

As of March 31, 2026, the Company was in compliance with all requirements under the 2020 Credit Agreement, as amended.

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.

Based on certain leverage ratios and the voluntary prepayments the Company made during the year ended December 31, 2025, no excess cash flow payments are required for 2026.

Interest Expense and Expected Principal Payments

At September 30, 2025, the Company had $ 447.8 million in total debt outstanding.

Additionally, the Company had $ 9.1 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 September 30, 2025, including the amortization of debt discount and issuance costs, was 7.8 % and interest is payable monthly.

As of September 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):

At March 31, 2026, the Company had $ 398.6 million in total debt outstanding.

There were also $ 7.4 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 March 31, 2026, including the amortization of debt discount and issuance costs, was 7.3 % and interest is payable monthly.

As of March 31, 2026, 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):

2026 (remaining 9 months)

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Three Months Ended

September 30,

Nine Months Ended

September 30,

Weighted average shares of common stock outstanding

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Anti-dilutive employee stock-based awards, excluded

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.

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 awards 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.

Potentially dilutive common shares include unvested restricted stock awards 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.

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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 September 30, 2025, there wer e approximately 5.1 million shares reserved for future grants under the 2020 EIP.

As of March 31, 2026, there were approximately 2.1 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.

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Stock options assumed from the Assumed Plans generally have vesting periods of four years and a contractual term of seven years .

The Company has no stock options outstanding as of March 31, 2026 or December 31, 2025, respectively.

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

Balance at December 31, 2024

Options granted

Options exercised

Options canceled / forfeited / expired

Balance at September 30, 2025

Vested and exercisable at September 30, 2025

Restricted Stock Awards

Information with respect to outstanding restricted stock units (including both time-based vesting and performance-based vesting) as of September 30, 2025 is as follows (in thousands, except per share amounts):

Information with respect to outstanding restricted stock awards (including both time-based vesting and performance-based vesting) as of March 31, 2026 is as follows (in thousands, except per share amounts):

Restricted Stock Awards

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Awards canceled / forfeited

Balance at September 30, 2025

Balance at March 31, 2026

Performance Awards

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Employee Stock Purchase Plans

On June 1, 2020, the Company adopted the 2020 Employee Stock Purchase Plan (the “2020 ESPP”).

The 2020 Employee Stock Purchase Plan (the “2020 ESPP”) provides eligible employees with the opportunity to acquire an ownership interest in the Company.

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 September 30, 2025, the re were approximatel y 4.9 million shares reserved for grant under the Company’s 2020 ESPP.

Stockholders of the Company’s common stock are entitled to receive dividends when declared by the Company’s Board of Directors (the “Board”).

In 2025 and 2024, the Company paid quarterly dividends of $ 0.05 per share in each of the March, June, September and December quarterly periods, respectively.

During the periods ended September 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.

As of March 31, 2026, there we re 4.8 m illion shares reserved for grant under the Company’s 2020 ESPP.

Stockholders of the Company’s common stock are entitled to receive dividends if and when declared by the Company’s Board of Directors.

For the periods ended March 31, 2026 and 2025, dividends declared were $ 0.05 per common share, respectively.

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 nine months ended September 30 , 2025, the Company repurchased a total of approximately 0.8 million shares of common stock, at an average price of $ 13.18 per share for a total cost of $ 10.0 million.

These purchases occurred during the three months ended March 31, 2025.

No repurchases were made from April 1 through September 30, 2025.

The Company did no t repurchase any shares during the nine months ended September 30, 2024.

As of September 30, 2025, the total remaining amount available for repurchase under this plan was $ 170.0 million.

In October 2024, the Company’s Board of Directors approved an increase of the existing share repurchase authorization up to a total of $ 200.0 million.

During the three months ended March 31, 2026, the Company repurchased a total of approximately 0.4 million shares of common stock, at an average price of $ 22.45 per share for a total cost of $ 10.0 million.

During the three months ended March 31, 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.

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.

As of March 31, 2026, the total remaining amount available for repurchase under this plan was $ 150.0 million.

The Company may execute authorized repurchases from time to time under the plan.

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NOTE 11 – STOCK-BASED COMPENSATION EXPENSE

The effect of recording stock-based compensation (“SBC”) expense for the three and nine months ended September 30, 2025 and 2024 is as follows (in thousands):

The effect of recording stock-based compensation expense for the three months ended March 31, 2026 and 2025 is as follows (in thousands):

Three Months Ended

September 30,

Nine Months Ended

September 30,

Research and development

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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 nine months ended September 30, 2025 and 2024:

The following assumptions were used to value the performance stock awards subject to market conditions granted during the three months ended March 31, 2026 and 2025:

Three Months Ended

Expected life (years)

Risk-free interest rate

3.3 % - 3.5 %

Dividend yield

1.2 % - 1.3 %

Expected volatility

48.9 % - 50.6 %

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.

Expected life (years)

Risk-free interest rate

Dividend yield

Expected volatility

There were no ESPP grants during the three months ended March 31, 2026 and 2025.

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 nine months ended September 30, 2025, the Company recorded income tax expense of $ 9.6 million and $ 2.6 million, respectively.

For the three and nine months ended September 30, 2024, the Company recorded income tax benefit of $( 2.5 ) million and expense of $ 6.1 million, respectively.

For the three months ended March 31, 2026 and 2025, the Company recorded income tax expense of $ 5.2 million and $ 2.1 million, respectively.

The effective tax rate varies from the 21 % U.S.

federal tax rate primarily due to unrealized foreign exchange gain or loss associated with South Korea withholding tax refund claims.

The increase in income tax expense for the three months ended September 30, 2025, as compared to the same period in the prior year was primarily due to unrealized foreign exchange loss associated with South Korea withholding tax refund claims.

The decrease in income tax expense for the nine months ended September 30, 2025, as compared to the same period in the prior year was primarily due to unrealized foreign exchange gain associated with South Korea withholding tax refund claims.

federal tax rate primarily due to excess tax benefits related to stock-based compensation.

The increase in income tax expense for the three months ended March 31, 2026, as compared to the same period in the prior year was primarily due to an increase in pretax income.

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.

The Company’s leases have remaining lease terms of two to seven 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;

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Three Months Ended

September 30,

Nine Months Ended

September 30,

Fixed lease cost

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Three Months Ended

September 30,

Nine Months Ended

September 30,

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

September 30, 2025

March 31, 2026

December 31, 2025

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Operating leases

Future minimum lease payments and related lease liabilities as of September 30, 2025 were as follows (in thousands):

Future minimum lease payments and related lease liabilities as of March 31, 2026 were as follows (in thousands):

Operating Lease Payments (1)

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(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 $ 0.6 million in 2025 and $ 1.3 million in 2 026.

(2) Includes tenant improvements allowance of $ 1.5 million in 2026.

NOTE 14 – COMMITMENTS AND CONTINGENCIES

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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 September 30, 2025, the Company’s total future unconditional purchase obligations were approximately $ 4.8 million, including $ 1.2 million due in the remainder of 2025, $ 1.8 million due in 2026 and $ 1.8 million due thereafter.

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.

These arrangements primarily include unconditional purchase obligations to service pro viders.

As of March 31, 2026, the Company’s total future unconditional purchase obligations were approximately $ 6.9 million, including $ 2.4 million due in the remainder of 2026, $ 2.5 million due in 2027, and $ 2.0 million due thereafter.

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.

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 September 30 , 2025 and December 31, 2024, the balance of the guarantee liability wa s $ 16.3 million and $ 17.1 m illion, respectively.

As of March 31, 2026 and December 31 2025, the balance of the guarantee liability was $ 16.3 mill ion.

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

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Litigation related

The Company is unable to predict the final outcome of lawsuits, including patent infringement lawsuits, to which it is a party and therefore cannot determine the likelihood of loss nor estimate a range of possible losses.

An adverse decision in any of these proceedings could significantly harm the Company's business and consolidated financial position, results of operations or cash flows.

The Company and its subsidiaries are involved in litigation matters and claims in the normal course of business.

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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

September 30,

Nine Months Ended

September 30,

Personnel related expense

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Three Months Ended

September 30,

Nine Months Ended

September 30,

Europe and Middle East

For the three and nine months ended September 30, 2025 and 2024, there were two custo mers that each accounted for 10% or more of total revenue.

Total revenue

For the three months ended March 31, 2026 and 2025, there were two customers that each accounted for 10% or more of total revenue, respectively.

The following table sets forth revenue generated from customers which comprise 10% or more of total revenue for the periods indicated:

Three Months Ended

September 30,

Nine Months Ended

September 30,

At September 30, 2025, the Company had two customers representing 60 % and 13 % of aggr egate accounts receivable, respectively.

At December 31, 2024, the Company had two customers representing 52 % and 11 % of aggregate accounts receivable, respectively.

* denotes less than 10% of total revenue.

At March 31, 2026, the Company had one customer representing 68 % of aggregate accounts receivable.

At December 31, 2025, the Company had one customer representing 63 % of aggregate accounts receivable.

Other Geography Information

At September 30, 2025 and December 31, 2024, property and equipment, net, was all located in the U.S.

At March 31, 2026 and December 31, 2025, property and equipment, net, was all located in the U.S.

NOTE 16 – SUBSEQUENT EVENTS

Declaration of Cash Dividends

On October 21, 2025 , the Board declared a cash dividend of $ 0.05 per share of common stock, payable on December 15, 2025 to the stockholders of record at the close of business on November 24, 2025 .

On April 21, 2026 , the Board declared a cash dividend of $ 0.05 per share of common stock, payable on June 15, 2026 to the stockholders of record at the close of business on May 26, 2026 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements