Other Information .
−Removed: (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.
−Removed: Kirchner, the Company’s Chief Executive Officer and President, effective as of November 6, 2024 (the “Effective Date”).
−Removed: The Amended and Restated Employment Agreement replaces Mr.
−Removed: Kirchner’s existing employment agreement, which was set to expire in June 2025.
−Removed: 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.
−Removed: 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.
−Removed: The Amended and Restated Employment Agreement sets forth Mr.
−Removed: Kirchner’s compensation, including his current annual base salary of $750,000 and his annual target bonus of 100% of his base salary.
−Removed: 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.
−Removed: Kirchner’s existing employment agreement.
−Removed: 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.
(c) Securities Trading Arrangements of Directors and Section 16 Officers.
−Removed: 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.
+Added: On March 13, 2025 , Laura J.
+Added: Durr , a member of the Company’s Board, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 13,000 shares of the Company’s common stock.
+Added: Durr’s plan will expire on March 13, 2026 , subject to early termination in accordance with the terms of the plan.
Exhibit Title
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(as amended and restated on August 6, 2024).
−Removed: Amended and Restated Employment and Severance Agreement, dated effective as of November 6, 2024.
+Added: Receivables Financing Agreement by and among Xperi Inc., Xperi SPV LLC, PNC Bank, National Association, PNC Capital Markets LLC, and the lenders party thereto, dated February 21, 2025 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2025).
+Added: Sale and Contribution Agreement by and among Xperi SPV LLC, TiVo Platform Technologies LLC, TiVo Research and Analytics, Inc., Rovi Product Corporation, DigitalSmiths Corporation, Veveo LLC, DTS, Inc., Phorus Inc., iBiquity Digital Corporation and Xperi Inc., dated February 21, 2025 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2025).
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
6 unchanged sentences
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.
−Removed: November 7, 2024
/s/ Robert Andersen
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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.