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Item 9A. Controls and Procedures

2025-02-06 compared with 2024-02-15 · 22 added, 25 removed, 152 unchanged (24% of the section changed)

19 unchanged sentences

Name Action Date Trading Arrangement Maximum Shares to be Sold Expiration Date

Title Rule 10b5-1 Non-Rule 10b5-1

Brezski Chief Financial Officer Adopt November 22, 2023 X 11,302 November 29, 2024

Rule 10b5-1 Non-Rule 10b5-1

Jean Rankin Adopt December 16, 2024 X 3,278 June 30, 2025

Liren Chen Adopt December 2, 2024 X 100,000 1

August 29, 2025

Doug Hutcheson Adopt November 22, 2024 X 8,398 November 21, 2025

Richard Brezski Adopt November 14, 2024 X 31,530 August 29, 2025

Eeva Hakoranta Adopt November 19, 2024 X 5,150 August 19, 2025

Jean Rankin Terminate December 16, 2024 X 599 June 30, 2025

1) Consists of stock options to be exercised.

DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

2 unchanged sentences

The information required by this item is incorporated by reference to the information following the captions "Election of Directors," "EXECUTIVE OFFICERS," "Delinquent Section 16(a) Reports," "Code of Ethics," "Nominating and Corporate Governance Committee" and "Audit Committee" in the definitive proxy statement to be filed pursuant to Regulation 14A in connection with our 2024 annual meeting of shareholders not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K (the "Proxy Statement").

We also have an insider trading policy which governs the purchase, sale and/or other dispositions of our securities by our directors, executive officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

A copy of our insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION.

17 unchanged sentences

2023 valuation allowance for deferred tax assets

$ 151,522 $ ( 29,305 ) (b) $ — $ 122,217

$ 122,217 $ ( 7,628 ) (a) $ ( 9,759 ) $ 104,830

2022 valuation allowance for deferred tax assets

$ 144,367 $ 7,155 (c) $ — $ 151,522

$ 151,522 $ ( 29,305 ) (a) $ — $ 122,217

2024 reserve for uncollectible accounts

4 unchanged sentences

$ 322 $ — $ ( 322 ) $ —

(a) The decrease was primarily related to the decrease in Pennsylvania state tax rate.

There was a partial release of valuation allowance against deferred tax assets in France due to higher projected income resulting from recently signed agreements.

(b) The decrease was primarily related to the decrease in Pennsylvania state tax rate.

(c) The increase was primarily necessary to maintain a full, or near full, valuation allowance against our state deferred tax assets and deferred tax assets for certain subsidiaries in France as well as a non-wholly owned subsidiary in the United States and the United Kingdom.

(a) The decrease was primarily related to the decrease in Pennsylvania state tax rate and utilization of certain French deferred tax assets.

There was a partial release of valuation allowance against deferred tax assets in France due to the Samsung deal in 2024.

(3) Exhibits.

5 unchanged sentences

*4.2 Description of InterDigital's Securities (Exhibit 4.2 to InterDigital's Annual Report on Form 10-K for the year ended December 31, 2020).

*4.3 Indenture, dated June 3, 2019, between InterDigital and The Bank of New York Mellon Trust Company, N.A., as trustee (Exhibit 4.1 to InterDigital's Current Report on Form 8-K filed on June 3, 2019).

Indenture, dated May 27, 2022, between InterDigital, Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee (Exhibit 4.1 to InterDigital's Form 8-K filed on May 27, 2022).

*4.5 Form of 2.00% Senior Convertible Note due 2024 (included in Exhibit 4.1 to InterDigital's Current Report on Form 8-K filed on June 3, 2019).

Form of 3.50% Senior Convertible Note due 2027 (included in Exhibit 4.1 to InterDigital’s Current Report on Form 8-K filed on May 27, 2022).

20 unchanged sentences

†*10.18 Compensation Program for Non-Management Directors (as amended March 2017) (Exhibit 10.1 to InterDigital's Current Report on Form 8-K filed on April 3, 2017).

†*10.19 Compensation Program for Non-Management Directors (as amended June 2019) (Exhibit 10.20 to InterDigital's Annual Report on Form 10-K for the year ended December 31, 2019).

†*10.20 Deferred Compensation Plan (Exhibit 10.1 to InterDigital's Current Report on Form 8-K filed on June 18, 2013).

2017 Equity Incentive Plan, Form of Term Sheet for 2018 Performance-Based Restricted Stock Unit Awards (Exhibit 10.1 to InterDigital, Inc.'s Current Report on Form 8-K filed on July 9, 2018).

4 unchanged sentences

InterDigital Inc.

Executive Severance and Change in Control Policy (Exhibit 10.6 to InterDigital’s Quarterly Report on Form 10-Q filed on November 1, 2018).

Amended Executive Severance and Change in Control Policy (Exhibit 10.1 to InterDigital’s Quarterly Report on Form 10-Q filed on August 1, 2024).

2017 Equity Incentive Plan, Form of Term Sheet for Performance-Based Restricted Stock Unit Awards (revised July 2024).(Exhibit 10.2 to InterDigital’s Quarterly Report on Form 10-Q filed on August 1, 2024).

2017 Equity Incentive Plan, Form of Term Sheet for Performance-Based Stock Option Awards (revised July 2024).(Exhibit 10.3 to InterDigital’s Quarterly Report on Form 10-Q filed on August 1, 2024).

10.27 Amended Compensation Program for Non-Management Directors

10.28 Amended and Restated Stock Ownership Guidelines for Directors and Executive Officers

10.29 Amended and Restated Deferred Compensation Plan

Amended and Restated Stock Ownership Guidelines for Directors and Executive Officers (Exhibit 10.2 8 to InterDigital's Annual Report on Form 10-K for the year ended December 31, 2023).

*10.29 Amended and Restated Deferred Compensation Plan (Exhibit 10.29 to InterDigital’s Annual Report on Form 10-K for the year ended December 31, 2023).

Employment-Related Agreements

2 unchanged sentences

Offer Letter Between InterDigital and Liren Chen dated March 13, 2021 (Exhibit 10.2 to InterDigital’s Quarterly Report on Form 10-Q filed on May 6, 2021).

†*10.33 Retirement & Transition Agreement and Release, dated March 16, 2021, by and between InterDigital and William J.

Merritt, (Exhibit 10.1 to InterDigital's Quarterly Report on Form 10-Q filed on May 6, 2021).

†*10.34 Retirement & Transition Agreement and Release, dated October 19, 2021, by and between InterDigital and Richard L.

Gulino (Exhibit 10.31 to InterDigital's Annual Report on Form 10-K for the year ended December 31, 2021).

Offer Letter between InterDigital, Inc.

1 unchanged sentence

Other Material Contracts

*10.36 Form of Convertible Note Hedge Transaction Confirmation (Exhibit 10.2 to InterDigital's Current Report on Form 8-K filed on June 3, 2019).

*10.37 Form of Warrant Transaction Confirmation (Exhibit 10.3 to InterDigital's Current Report on Form 8-K filed on June 3, 2019).

Form of Convertible Note Hedge Transaction Confirmation (Exhibit 10.2 to InterDigital's Current Report on Form 8-K filed on May 27, 2022).

1 unchanged sentence

Form of Unwind Agreement (Exhibit 10.4 to InterDigital's Form 8-K filed on May 27, 2022).

19 I nsider Trading Policy

21 Subsidiaries of InterDigital.

6 unchanged sentences

Section 1350.

97 Amended and Restated Clawback Policy

Amended and Restated Clawback Policy (Exhibit 97 to InterDigital's Annual Report on Form 10-K f or the year ended December 31, 2023).

101.INS XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

33 unchanged sentences

February 6, 2025

/s/ Pierre-Yves Lesaicherre

Pierre-Yves Lesaicherre, Director

February 15, 2024

Markley, Jr., Director

10 unchanged sentences

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-K

Item 9A. Controls and Procedures