Xperi Inc. 10-Q

Item 5. Other Information . (a) On November 5, 2024, the Company entered into an Amended and Restated Employment and Severance Agreement (the “Amended and Restated Employment Agreement”) with Jon E. Kirchner, the Company’s Chief Executive Officer and President, effective as of November 6, 2024 (the “Effective Date”). The Amended and Restated Employment Agreement replaces Mr. Kirchner’s existing employment agreement, which was set to expire in June 2025. The Amended and Restated Employment Agreement has an initial term expiring on the three year anniversary of the Effective Date, with an automatic 12 month extension. The term of the Amended and Restated Employment Agreement will automatically be extended for 18 months following a change in control of the Company if the term would otherwise have expired during such 18-month period. The Amended and Restated Employment Agreement sets forth Mr. Kirchner’s compensation, including his current annual base salary of $750,000 and his annual target bonus of 100% of his base salary. Other than the extension of the term, the Amended and Restated Employment Agreement provides for substantially the same terms, including severance benefits, as applied under Mr. Kirchner’s existing employment agreement. The foregoing description of the Amended and Restated Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended and Restated Employment Agreement attached hereto as Exhibit 10.1, which agreement is incorporated herein by reference. (b) None. (c) Securities Trading Arrangements of Directors and Section 16 Officers. 40 During the three months ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. 41 Item 6. Exhibits . Exhibit Number Exhibit Title 2.1* Asset Purchase Agreement by and among Xperi Inc., Perceive Corporation and Amazon.com Services LLC, dated August 14, 2024. 3.1 Amended and Restated Certificate of Incorporation of Xperi Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2022). 3.2 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Xperi Inc., dated May 29, 2024 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 31, 2024) . 3.3 Amended and Restated Bylaws of Xperi Inc. (as amended and restated on August 6, 2024). 10.1 Amended and Restated Employment and Severance Agreement, dated effective as of November 6, 2024. 31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 32.1 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) *Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item 601(b)(2) because the omitted information (i) is not material and (ii) is treated as confidential by the Company. 42 SIGNAT URES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: November 7, 2024 XPERI INC. By: /s/ Robert Andersen Robert Andersen Chief Financial Officer 43