Item 1. Financial Statements
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,
2026
June 30,
2025
June 30,
2026
June 30,
2025
Revenue
$
96,117
$
85,735
$
200,889
$
173,405
Operating expenses:
Research and development
18,341
15,857
36,543
32,324
Selling, general and administrative
30,980
32,129
60,814
60,561
Amortization expense
16,089
14,170
32,020
28,252
Litigation expense
5,334
7,174
11,307
13,028
Total operating expenses
70,744
69,330
140,684
134,165
Operating income
25,373
16,405
60,205
39,240
Interest expense
( 8,035
)
( 10,216
)
( 16,581
)
( 20,865
)
Other income and expense, net
1,666
1,434
3,359
3,146
Income before income taxes
19,004
7,623
46,983
21,521
Provision (benefit) for income taxes
1,638
( 9,099
)
6,844
( 7,015
)
Net income
$
17,366
$
16,722
$
40,139
$
28,536
Net income per share:
Basic
$
0.16
$
0.15
$
0.37
$
0.26
Diluted
$
0.15
$
0.15
$
0.35
$
0.25
Weighted average number of shares used in per share calculations
Basic
110,223
108,832
109,864
108,387
Diluted
114,398
112,179
114,303
112,597
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,
2026
June 30,
2025
June 30,
2026
June 30,
2025
Net income
$
17,366
$
16,722
$
40,139
$
28,536
Other comprehensive income (loss), net of tax:
Net unrealized gain (loss) on available-for-sale debt securities
( 74
)
1
( 258
)
45
Other comprehensive income (loss), net of tax
( 74
)
1
( 258
)
45
Total comprehensive income
$
17,292
$
16,723
$
39,881
$
28,581
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,
2026
December 31,
2025
ASSETS
Current assets:
Cash and cash equivalents
$
72,781
$
73,136
Marketable securities
64,300
63,597
Total cash, cash equivalents, and marketable securities
137,081
136,733
Accounts receivable, net of allowance for credit losses of $ 713
and $ 713 , respectively
14,288
28,631
Unbilled contracts receivable, net
132,946
129,829
Other current assets
10,803
8,765
Total current assets
295,118
303,958
Long-term unbilled contracts receivable
44,771
49,499
Property and equipment, net
6,186
6,113
Operating lease right-of-use assets
7,590
8,177
Intangible assets, net
288,399
303,456
Goodwill
313,660
313,660
Other long-term assets
57,775
54,440
Total assets
$
1,013,499
$
1,039,303
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
$
4,337
$
4,827
Accrued liabilities
21,709
34,250
Current portion of long-term debt
20,986
20,975
Deferred revenue
43,852
19,726
Total current liabilities
90,884
79,778
Deferred revenue, less current portion
48,601
49,975
Long-term debt, net
365,029
397,479
Noncurrent operating lease liabilities
8,652
8,734
Long-term income tax payable
7,623
7,273
Other long-term liabilities
15,523
15,523
Total liabilities
536,312
558,762
Commitments and contingencies (Note 14)
Stockholders’ equity:
Preferred stock: $ 0.001 par value; (2026: authorized 15,000 shares; 2025: authorized 15,000 shares and no shares issued and outstanding)
—
—
Common stock: $ 0.001 par value; (2026: authorized 350,000 shares, issued 131,537 shares, outstanding 110,262 shares; 2025: authorized 350,000 shares, issued 127,923 shares, outstanding 108,999 shares)
132
128
Additional paid-in capital
706,688
685,992
Treasury stock at cost (2026: 21,274 shares; 2025: 18,924 shares)
( 350,675
)
( 297,778
)
Accumulated other comprehensive income (loss)
( 198
)
60
Retained earnings
121,240
92,139
Total stockholders’ equity
477,187
480,541
Total liabilities and equity
$
1,013,499
$
1,039,303
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, 2026
June 30, 2025
Cash flows from operating activities:
Net income
$
40,139
$
28,536
Adjustments to reconcile net income to net cash from operating activities:
Depreciation of property and equipment
972
997
Amortization of intangible assets
32,020
28,252
Stock-based compensation expense
19,213
16,944
Deferred income taxes
( 2,778
)
( 4,917
)
Amortization of debt issuance costs
1,739
1,652
Other
( 97
)
( 230
)
Changes in operating assets and liabilities:
Accounts receivable
14,343
5,521
Unbilled contracts receivable
1,611
11,866
Other assets
( 2,008
)
( 15,557
)
Accounts payable
( 540
)
( 4,198
)
Accrued and other liabilities
( 12,274
)
1,565
Deferred revenue
20,782
9,825
Net cash provided by operating activities
113,122
80,256
Cash flows from investing activities:
Purchases of property and equipment
( 995
)
( 420
)
Purchases of intangible assets
( 14,992
)
( 5,350
)
Purchases of short-term investments
( 19,257
)
( 12,989
)
Proceeds from maturities of investments
18,397
12,600
Net cash used in investing activities
( 16,847
)
( 6,159
)
Cash flows from financing activities:
Payment of dividends
( 11,038
)
( 10,857
)
Principal payments on debt agreements
( 34,178
)
( 28,178
)
Proceeds from employee stock purchase program and exercise of stock options
1,483
1,392
Repurchases of common stock for tax withholdings on equity awards
( 32,886
)
( 19,706
)
Repurchases of common stock
( 20,011
)
( 11,326
)
Net cash used in financing activities
( 96,630
)
( 68,675
)
Net (decrease) increase in cash and cash equivalents
( 355
)
5,422
Cash and cash equivalents at beginning of period
73,136
78,825
Cash and cash equivalents at end of period
$
72,781
$
84,247
Supplemental disclosure of cash flow information:
Interest paid
$
12,748
$
17,722
Income taxes paid, net of refunds
$
11,520
$
13,599
Long-lived assets received in lieu of cash
$
1,970
$
—
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, 2026
Shares
Amount
Additional
Paid-In Capital
Shares
Amount
Accumulated
Other Comprehensive Loss
Retained Earnings
Total
Stockholders' Equity
Balance at April 1, 2026
110,258
$
131
$
694,748
20,814
$
( 337,565
)
$
( 124
)
$
109,377
$
466,567
Net income
—
—
—
—
—
—
17,366
17,366
Other comprehensive loss
—
—
—
—
—
( 74
)
—
( 74
)
Cash dividends paid on common stock ($ 0.05 per share)
—
—
—
—
—
—
( 5,503
)
( 5,503
)
Issuance of common stock in connection with exercise of stock options
2
—
31
—
—
—
—
31
Issuance of common stock in connection with employee stock purchase plan
139
1
1,452
1,453
Issuance of restricted stock, net of shares canceled
323
—
—
—
—
—
—
—
Withholding taxes related to net share settlement of restricted awards
( 107
)
—
—
107
( 3,105
)
—
—
( 3,105
)
Repurchases of common stock
( 353
)
—
—
353
( 10,005
)
( 10,005
)
Stock-based compensation expense
—
—
10,457
—
—
—
—
10,457
Balance at June 30, 2026
110,262
$
132
$
706,688
21,274
$
( 350,675
)
$
( 198
)
$
121,240
$
477,187
Total Company Stockholders' Equity
Common Stock
Treasury Stock
Six Months Ended June 30, 2026
Shares
Amount
Additional
Paid-In Capital
Shares
Amount
Accumulated
Other Comprehensive Income (Loss)
Retained Earnings
Total
Stockholders' Equity
Balance at January 1, 2026
108,999
$
128
$
685,992
18,924
$
( 297,778
)
$
60
$
92,139
$
480,541
Net income
—
—
—
—
—
—
40,139
40,139
Other comprehensive loss
—
—
—
—
—
( 258
)
—
( 258
)
Cash dividends paid on common stock ($ 0.05 per share)
—
—
—
—
—
—
( 11,038
)
( 11,038
)
Issuance of common stock in connection with exercise of stock options
2
—
31
—
—
—
—
31
Issuance of common stock in connection with employee stock purchase plan
139
1
1,452
1,453
Issuance of restricted stock, net of shares canceled
3,472
3
—
—
—
—
—
3
Withholding taxes related to net share settlement of restricted awards
( 1,551
)
—
—
1,551
( 32,886
)
—
—
( 32,886
)
Repurchases of common stock
( 799
)
—
799
( 20,011
)
( 20,011
)
Stock-based compensation expense
—
—
19,213
—
—
—
—
19,213
Balance at June 30, 2026
110,262
$
132
$
706,688
21,274
$
( 350,675
)
$
( 198
)
$
121,240
$
477,187
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, 2025
Shares
Amount
Additional
Paid-In
Shares
Amount
Accumulated
Other Comprehensive Income (Loss)
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
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 ($ 0.05 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.
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 over 14,250 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, 2025 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, 2025, filed on February 26, 2026 (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, 2025.
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, 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 six months ended June 30, 2026, 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, 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. 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 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.
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. 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): 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 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 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. 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.
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.
The amount of variable consideration is estimated by considering all available information (historical, current, and forecast) and is updated as additional information becomes available.
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.
10
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 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) 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.
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
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.
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. 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.
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) 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.
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 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: (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,
2026
2025
2026
2025
Recurring revenue
$
73,524
$
85,097
$
147,437
$
169,506
Non-recurring revenue
22,593
638
53,452
3,899
Total revenue
$
96,117
$
85,735
$
200,889
$
173,405
Revenue by market vertical
Revenue disaggregated by market vertical was as follows (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2026
2025
2026
2025
Media
$
81,317
$
81,041
$
152,568
$
165,027
Semiconductor
14,800
4,694
48,321
8,378
Total revenue
$
96,117
$
85,735
$
200,889
$
173,405
Contract Balances
Contract 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, 2026
December 31, 2025
Unbilled contracts receivable
$
132,946
$
129,829
Other current assets
880
683
Long-term unbilled contracts receivable
44,771
49,499
Other long-term assets
2,351
1,725
Total contract assets
$
180,948
$
181,736
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 Company’s allowance for credit losses at June 30, 2026 and December 31, 2025 was $ 0.7 million 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,
2026
2025
2026
2025
Revenue recognized in the period from:
Amounts included in deferred revenue at the beginning of the period
$
5,385
$
5,204
$
10,623
$
10,653
Performance obligations satisfied in previous periods (1)
$
22,228
$
503
$
45,670
$
3,429
(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 six months ended June 30, 2026 and 2025 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.
Revenue related to remaining performance obligations from contracts greater than one year in length is shown below (in thousands):
As of
June 30, 2026
Revenue from contracts with performance obligations expected to be satisfied in:
2026 (remaining 6 months)
74,913
2027
137,095
2028
127,199
2029
89,952
2030
37,271
Thereafter
52,682
Total
$
519,112
NOTE 4 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS
Other current assets consisted of the following (in thousands):
June 30, 2026
December 31, 2025
Prepaid income taxes
$
3,647
$
1,820
Prepaid expenses
3,007
3,023
Prepaid insurance
541
647
Other
3,608
3,275
Total other current assets
$
10,803
$
8,765
Property and equipment, net, consisted of the following (in thousands):
June 30, 2026
December 31, 2025
Equipment, furniture and other
$
19,791
$
18,929
Leasehold improvements
6,477
6,293
Property and equipment, gross
26,268
25,222
Less: Accumulated depreciation and amortization
( 20,082
)
( 19,109
)
Total property and equipment, net
$
6,186
$
6,113
14
Other long-term assets consisted of the following (in thousands):
June 30, 2026
December 31, 2025
Long-term deferred tax assets
$
54,905
$
52,127
Other assets
2,870
2,313
Total other long-term assets
$
57,775
$
54,440
Accrued liabilities consisted of the following (in thousands):
June 30, 2026
December 31, 2025
Employee compensation and benefits
$
7,163
$
21,692
Accrued legal expenses
5,551
6,860
Current portion of guarantee (1)
800
800
Other accrued expenses
5,114
1,199
Current portion of operating lease liabilities
595
556
Accrued income taxes
—
217
Other
2,486
2,926
Total accrued liabilities
$
21,709
$
34,250
(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):
June 30, 2026
December 31, 2025
Long-term portion of guarantee (1)
$
15,523
$
15,523
(1) Re fer 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, 2026 and December 31, 2025 (in thousands):
June 30, 2026
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Allowance for Credit Losses
Estimated
Fair
Values
Marketable securities
Commercial paper
$
6,493
$
2
$
( 5
)
$
—
$
6,490
Corporate bonds and notes
57,507
21
( 212
)
—
57,316
Treasury and agency notes and bills
500
—
( 6
)
—
494
Total debt securities
64,500
23
( 223
)
—
64,300
Money market funds
433
—
—
—
433
Total equity securities
433
—
—
—
433
Total marketable securities
$
64,933
$
23
$
( 223
)
$
—
$
64,733
Reported in:
Cash and cash equivalents
$
433
Marketable securities
64,300
Total marketable securities
$
64,733
December 31, 2025
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Allowance for Credit Losses
Estimated
Fair
Values
Marketable securities
Commercial paper
$
8,112
$
1
$ —
$
—
$
8,113
Corporate bonds and notes
53,685
125
( 26
)
—
53,784
Treasury and agency notes and bills
1,700
—
—
—
1,700
Total debt securities
63,497
126
( 26
)
—
63,597
Money market funds
200
—
—
—
200
Total equity securities
200
—
—
—
200
Total marketable securities
$
63,697
$
126
$
( 26
)
$
—
$
63,797
Reported in:
Cash and cash equivalents
$
200
Marketable securities
63,597
Total marketable securities
$
63,797
At June 30, 2026 and December 31, 2025, the Company had $ 137.1 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 $ 72.3 million and $ 72.9 million at June 30, 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 six months ended June 30, 2026 and 2025. Unrealized gains and losses on AFS debt securities were immaterial as of June 30, 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 Company did no t recognize a provision for credit loss expense related to its AFS debt securities during the three and six months ended June 30, 2026 and 2025.
The estimated fair value of marketable debt securities by contractual maturity at June 30, 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.
16
Amortized
Cost
Estimated
Fair Value
Due in one year or less
$
30,756
$
30,721
Due in one to two years
20,387
20,321
Due in two to three years
13,357
13,258
Total
$
64,500
$
64,300
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, 2025 and June 30, 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 June 30, 2026 (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
$
433
$
433
$
—
$
—
Corporate bonds and notes - debt securities
57,316
—
57,316
—
Commercial paper - debt securities
6,490
—
6,490
—
Treasury and agency notes and bills - debt securities
494
—
494
—
Total Assets
$
64,733
$
433
$
64,300
$
—
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, 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
$
200
$
200
$
—
$
—
Corporate bonds and notes - debt securities
53,784
—
53,784
—
Commercial paper - debt securities
8,113
—
8,113
—
Treasury and agency notes and bills - debt securities
1,700
—
1,700
—
Total Assets
$
63,797
$
200
$
63,597
$
—
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, 2026
December 31, 2025
Carrying
Amount
Estimated
Fair Value
Carrying
Amount
Estimated
Fair Value
Long-term debt, net (1)
$
386,015
$
385,050
$
418,454
$
419,501
(1) Carrying amount s of long-term debt are net of unamortized debt discount and issuance costs of $ 6.5 million and $ 8.3 million as of June 30, 2026 and December 31, 2025, 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.
Non-Recurring Fair Value Measurements
Patents
During the three and six months ended June 30, 2026, the Company received patent assets with an aggregate fair value of $ 2.0 million as noncash consideration under certain license agreements. For noncash consideration received during the quarter ended June 30, 2026, the Company determined the fair value of the patent assets at contract inception using both the market approach — estimating the value of the acquired assets by a way of comparison with other comparable transactions, and the cost approach — estimating the value of the acquired assets based on the cost the Company would incur to create a comparable set of assets through its own research and development (“R&D”) and patent prosecution efforts.
Noncash consideration received in the form of patent assets is recorded as an intangible asset and included in the transaction price for revenue recognition purposes. See “Note 3 – Revenue ” for a detailed discussion on revenue and revenue recognition. The estimated fair value of the patent assets represents a Level 3 fair value measurement, and the value of the patent assets is amortized as a noncash expense over the patents’ estimated useful lives. For impairment related fair value measurements, see “Note 7 – Goodwill And Identified Intangible Assets ”.
The Company did no t receive noncash consideration during the three and six months ended June 30, 2025.
18
NOTE 7 – GOODWILL AND IDENTIFIED INTANGIBLE ASSETS
Goodwill
The carrying value of goodwill at June 30, 2026 and December 31, 2025 was $ 313.7 million. There were no changes to the carrying value of goodwill from January 1 through June 30, 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 six months ended June 30, 2026 and 2025.
Identified Intangible Assets
Identified intangible assets consisted of the following (in thousands):
Average
June 30, 2026
December 31, 2025
Life
(Years)
Gross
Assets
Accumulated
Amortization
Net
Gross
Assets
Accumulated
Amortization
Net
Finite-lived intangible assets:
Acquired patents / core technology
3 - 10
$
754,948
$
( 466,549
)
$
288,399
$
737,985
$
( 434,529
)
$
303,456
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
$
950,829
$
( 662,430
)
$
288,399
$
933,866
$
( 630,410
)
$
303,456
As of June 30 , 2026, the estimated future amortization expense of total finite-lived intangible assets was as follows (in thousands):
Amounts
2026 (remaining 6 months)
$
32,498
2027
64,761
2028
59,717
2029
57,469
2030
32,043
Thereafter
41,911
Total
$
288,399
NOTE 8 – DEBT
The outstanding amounts of debt were as follows (in thousands):
June 30, 2026
December 31, 2025
Long-term debt
$
392,552
$
426,728
Unamortized debt discount and issuance costs
( 6,537
)
( 8,274
)
386,015
418,454
Less: current portion, net of debt discount and issuance costs
( 20,986
)
( 20,975
)
Total long-term debt, net of current portion
$
365,029
$
397,479
Term Loan B
The Company’s 2020 Credit Agreement dated June 1, 2020 (the “2020 Credit Agreement”), provides for a senior secured term loan B facility (the “Term Loan B”) with maturity on June 8, 2028 .
19
On May 20, 2024, the Company entered into Amendment No. 3 (“Amendment No. 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 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 and credit spread adjustment provision.
On January 30, 2025, the Company entered into Amendment No. 4 (“Amendment No. 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 (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.
The 2020 Credit Agreement, as amended, contains customary events of default, representations, warranties, and affirmative and negative covenants. 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 June 30, 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 June 30, 2026, the Company had $ 392.6 million in total debt outstanding. There were also $ 6.5 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, 2026, including the amortization of debt discount and issuance costs, wa s 7.1 % and interest is payable monthly.
As of June 30, 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):
Amounts
2026 (remaining 6 months)
$
12,178
2027
24,354
2028
356,020
Total
$
392,552
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,
2026
2025
2026
2025
Numerator:
Net income
$
17,366
$
16,722
$
40,139
$
28,536
Denominator:
Weighted average shares of common stock outstanding
110,223
108,832
109,864
108,387
Add: Effect of dilutive securities associated with options
—
—
—
3
Add: Effect of dilutive securities associated with restricted stock awards and units
4,084
3,338
4,370
4,198
Add: Effect of dilutive securities associated with employee stock purchase program
91
9
69
9
Weighted average common shares – dilutive
114,398
112,179
114,303
112,597
Basic net income per share
$
0.16
$
0.15
$
0.37
$
0.26
Diluted net income per share
$
0.15
$
0.15
$
0.35
$
0.25
Anti-dilutive employee stock-based awards, excluded
4
2,349
125
1,645
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 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.
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 (the “A&R 2020 EIP”) , which provided for (i) an increase of the number of shares reserved for issuance by 8,900,000 shares of common stock (from an initial share reserve of 16,800,000 shares of common stock under the prior 2020 EIP to 25,700,000 shares of common stock 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 A&R 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). At the Company’s 2026 Annual Stockholders Meeting on May 7, 2026, the Company’s stockholders approved an amendment to the A&R 2020 EIP to increase the number of shares reserved for issuance by an additional 10,700,000 shares of common stock (for a total share reserve of 36,400,000 ). As of June 30, 2026, there were approximately 12.8 million shares re served for future grants under the A&R 2020 EIP, as amended.
21
The A&R 2020 EIP, as amended, 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.
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 . The Company has no stock options outstanding under the Assumed Plans as of June 30, 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.
Restricted Stock Awards
Information with respect to outstanding restricted stock awards (including both time-based vesting and performance-based vesting) as of June 30, 2026 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, 2025
5,595
2,060
7,655
$
12.46
Awards granted
2,089
1,124
3,213
$
19.39
Awards vested / earned
( 2,140
)
( 1,334
)
( 3,474
)
$
11.24
Awards canceled / forfeited
( 508
)
—
( 508
)
$
13.64
Balance at June 30, 2026
5,036
1,850
6,886
$
16.22
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.
Employee Stock Purchase Plans
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. 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.
As of June 30, 2026, there we re 4.6 million shares reserv ed for grant under the Company’s 2020 ESPP.
22
Dividends
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 June 30, 2026 and 2025, dividends declared w ere $ 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 of Directors considers relevant.
Stock Repurchase Programs
In October 2024, the Company’s Board of Directors approved an increase to the existing share repurchase authorization of up to a total of $ 200.0 million. During the three months ended June 30, 2026, the Company repurchased a total of approximately 0.4 million shares of common stock, at an average price of $ 28.36 per share for a total cost of $ 10.0 million . During the six months ended June 30, 2026, the Company repurchased a total of approximately 0.8 million shares of common stock, at an average price of $ 25.06 per share for a total cost of $ 20.0 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 repurchases occurred during the three months ended March 31, 2025 and no repurchases were made during the three months ended June 30, 2025. 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 June 30, 2026, the total remaining amount available for repurchase under this plan was $ 140.0 million . 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.
NOTE 11 – STOCK-BASED COMPENSATION EXPENSE
The effect of recording stock-based compensation expense for the three and six months ended June 30, 2026 and 2025 is as follows (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2026
2025
2026
2025
Research and development
$
1,908
$
1,422
3,650
2,656
Selling, general and administrative
8,549
7,278
15,563
14,288
Total stock-based compensation expense
$
10,457
$
8,700
$
19,213
$
16,944
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 performance stock awards subject to market conditions granted during the six months ended June 30, 2026 and 2025:
Six Months Ended
June 30,
2026
2025
Expected life (years)
1.9 - 2.8
3.0
Risk-free interest rate
3.3 % - 3.5 %
3.9
%
Dividend yield
1.2 % - 1.3 %
1.5
%
Expected volatility
48.9 % - 50.6 %
46.4
%
23
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.
Six Months Ended
June 30,
2026
2025
Expected life (years)
2.0
2.0
Risk-free interest rate
4.1
%
3.9
%
Dividend yield
1.0
%
1.4
%
Expected volatility
54.1
%
46.0
%
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, 2026, the Company recorded income tax expense of $ 1.6 million and $ 6.8 million, respectively. 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. The effective tax rate varies from the 21 % U.S. federal tax rate primarily due to tax benefits related to stock-based compensation. The increase in income tax expense for the three and six months ended June 30, 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 two to six 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.
The components of operating lease costs were as follows (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2026
2025
2026
2025
Fixed lease cost
$
523
$
523
$
1,046
1,046
Variable lease cost
198
190
368
257
Total operating lease cost
$
721
$
713
$
1,414
$
1,303
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,
2026
2025
2026
2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
76
$
433
$
501
$
983
24
June 30, 2026
December 31, 2025
Weighted-average remaining lease term (years):
Operating leases
5.97
6.37
Weighted-average discount rate:
Operating leases
8.7
%
8.6
%
Future minimum lease payments and related lease liabilities as of June 30, 2026 were as follows (in thousands):
Operating Lease Payments (1)
2026 (remaining 6 months) (2)
$
212
2027
2,454
2028
1,888
2029
1,944
2030
2,003
Thereafter
3,825
Total lease payments
12,326
Less: imputed interest
( 3,079
)
Present value of lease liabilities:
$
9,247
Less: current obligations under leases (accrued liabilities)
595
Noncurrent operating lease liabilities
$
8,652
(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 2 026.
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 purchas e obligations to service providers. As of June 30, 2026, the Company’s total future unconditional purchase obligations were approximately $ 6.1 million, including $ 1.5 million due in the remainder of 2026, $ 2.5 million due in 2027, and $ 2.1 million due thereafter.
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 and other minimum performance obligations 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, 2026 and December 31, 2025, the balance of the guarantee liability was $ 16.3 million. Operating expense reimbursements are capped at a maximum of $ 7.5 million per annum. To date, such reimbursements have no t been material.
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.
25
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. 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.
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 shareholders.
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,
2026
2025
2026
2025
Revenue
$
96,117
$
85,735
$
200,889
$
173,405
Less:
Personnel related expense
26,291
23,512
53,696
47,641
Patent portfolio expense
9,670
8,559
19,084
17,774
Patent related technical sales support expense
1,359
1,729
2,789
3,333
Amortization expense
16,089
14,170
32,020
28,252
Outside services expense
3,425
4,016
6,220
7,797
Litigation expense
5,334
7,174
11,307
13,028
Interest expense
8,035
10,216
16,581
20,865
Other segment items (1)
6,910
8,736
12,209
13,194
Provision for income taxes
1,638
( 9,099
)
6,844
( 7,015
)
Segment net income
$
17,366
$
16,722
$
40,139
$
28,536
(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.
26
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,
2026
2025
2026
2025
U.S.
$
74,419
77
%
$
67,908
79
%
$
157,276
78
%
$
139,423
80
%
Asia
16,524
17
12,340
14
34,998
17
23,279
13
Canada
59
—
3,093
4
508
—
6,223
4
Europe and Middle East
4,637
5
1,930
2
7,152
4
3,551
2
Other
478
1
464
1
955
1
929
1
Total revenue
$
96,117
100
%
$
85,735
100
%
$
200,889
100
%
$
173,405
100
%
For the three months ended June 30, 2026 and 2025, there were two customers th at each accounted for 10% or more of total revenue, respectively. For the six months ended June 30, 2026 and 2025, one and two customers, respectively, 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,
2026
2025
2026
2025
Customer A
*
*
13.7
%
*
Customer B
15.6
%
*
*
*
Customer C
13.7
%
*
*
*
Customer D
*
20.0
%
*
19.8
%
Customer E
*
10.4
%
*
10.5
%
* denotes less than 10% of total revenue.
At June 30, 2026, the Company had two customers representing 33 % and 13 % of aggregate accounts receivable, respectively. At December 31, 2025, the Company had one customer representing 63 % of aggregate accounts receivable.
Other Geography Information
At June 30, 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 July 23, 2026 , the Board declared a cash dividend of $ 0.05 per share of common stock, payable on September 14, 2026 to the stockholders of record at the close of business on August 24, 2026 .
27
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.