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What changed in Adeia Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Adeia Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+280 added−306 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-19)

Top changes in Adeia Inc.'s 2025 10-K

280 paragraphs added · 306 removed · 208 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeLeveraging the combination of our highly-experienced technologists, scientists and engineers and our advanced research and development (“R&D”) labs, we continue to develop industry-leading 3D integration solutions such as hybrid bonding that meet the demand for greater functionality, higher performance and smaller size for the next generation of electronics. • Expand into new and adjacent markets: With the proliferation of media discovery and distribution and computer vision technologies into new and adjacent markets outside of our current MVPD, OTT, and social media markets, new opportunities have emerged for us to leverage our existing IP portfolios to seek license arrangements with many new companies.
Biggest changeLeveraging the combination of our highly-experienced technologists, scientists and engineers and our advanced research and development (“R&D”) labs, we continue to develop industry-leading 3D integration solutions such as hybrid bonding that meet the demand for greater functionality, higher performance and smaller size for the next generation of electronics.
Our IP licensing platform provides access to innovations that allow our customers, who are some of the largest media, entertainment, consumer electronics, social media and semiconductor companies in the world, to create cutting-edge technology solutions and products.
Our IP licensing platform provides access to innovations that allow our customers, who include some of the largest media, entertainment, consumer electronics, social media and semiconductor companies in the world, to create cutting-edge technology solutions and products.
Our engineers and scientists are focused on innovating and creating the most advanced and forward-thinking solutions to help solve challenges facing the media and semiconductor industries. Our internal innovation engine accounts for approximately 85% of our combined patent portfolio and generates ideas that are converted into our powerful IP, which enables fundamental technologies in our target markets.
Our engineers and scientists are focused on innovating and creating advanced and forward-thinking solutions to help solve challenges facing the media and semiconductor industries. Our internal innovation engine accounts for approximately 80% of our combined patent portfolio and generates ideas that are converted into our powerful IP, which enables fundamental technologies in our target markets.
Customers typically pay us a monthly per-subscriber fee and include many of the leading MVPDs and virtual MVPDs such as Altice USA (including Optimum), AT&T (including DirecTV and DirecTV Stream), Charter, Comcast (including Sky), Cox, DISH Network (including Sling TV), Google (including YouTube TV), Verizon and Vodafone. • OTT Video Service Providers: includes subscription video-on-demand (“SVOD”) and free advertising-supported streaming service (FAST) providers that offer online services and devices that enable internet streaming and downloading of movies, television shows, music and other types of media content, as well as content providers, networks and media companies that provide content directly to consumers through a variety of business models.
Customers typically pay us a monthly per-subscriber fee and include many of the leading MVPDs and virtual MVPDs such as Charter, Comcast (including Sky), Cox, DISH Network (including Sling TV), Google (including YouTube TV), Hulu + Live TV, Optimum (formerly Altice USA), Verizon and Vodafone. • OTT Video Service Providers: includes subscription video-on-demand (“SVOD”) and free advertising-supported streaming service (FAST) providers that offer online services and devices that enable internet streaming and downloading of movies, television shows, music and other types of media content, as well as content providers, networks and media companies that provide content directly to consumers through a variety of business models.
Customers have typically paid us fixed fees for specified periods of time and include some of the leading media companies and services including Amazon (including Amazon Prime), DAZN, Google (including YouTube), Starz and Peacock. • Consumer Electronics (“CE”) Manufacturers: includes producers of content access points such as smart televisions, streaming media devices, video game consoles, mobile devices, content storage devices and other connected media devices.
Customers have typically paid us fixed fees for specified periods of time and include some of the leading media companies and services including Amazon (including Amazon Prime), DAZN, Disney+, ESPN+, Google (including YouTube), Hulu, Starz and Peacock. • Consumer Electronics (“CE”) Manufacturers: includes producers of content access points such as smart televisions, streaming media devices, video game consoles, mobile devices, content storage devices, digital cameras and other connected media devices.
Our SEC reports can be accessed through the investor relations section of our website. The information found on our website is not incorporated into this or any other report we file with or furnish to the SEC. 8
Our SEC reports can be accessed through the investor relations section of our website. The information found on or accessible through our website is not incorporated into this or any other report we file with or furnish to the SEC. 9
Amazon is a top five provider of OTT services and we believe represents a significant proof point that our fundamental innovations from our patent portfolios are similarly relevant to these new and widely-adopted OTT video services. • Accelerate the Semiconductor licensing business: With the rising cost and complexity of developing cutting-edge semiconductor manufacturing processes, the industry is increasingly looking beyond Moore’s Law towards advanced packaging and 3D integration technologies.
Amazon and Disney are two of the top providers of OTT services and we believe represent a significant proof point that our fundamental innovations from our patent portfolios are similarly relevant to these new and widely-adopted OTT video services. • Accelerate the Semiconductor licensing business: With the rising cost and complexity of developing cutting-edge semiconductor manufacturing processes, the industry is increasingly looking beyond Moore’s Law towards advanced packaging and 3D integration technologies.
Select customers include LG, Panasonic, Roku, Samsung, Sharp, TCL, and Vizio. 6 • Social Media Companies: includes social media companies that allow users to stream and upload user-generated content, often leveraging a variety of computer vision technologies.
Select customers include LG, Panasonic, Roku, Samsung, Sharp, Canon and TCL. 7 • Social Media Companies: includes social media companies that allow users to stream and upload user-generated content, often leveraging a variety of computer vision technologies.
Our innovations address one of the biggest consumer trends in entertainment today – the massive proliferation of entertainment content and the rapidly changing habits of how consumers are finding, engaging with and enjoying entertainment and evolving technology, such as AI.
Our innovations address one of the biggest consumer trends in entertainment today – the massive proliferation of entertainment content and the rapidly changing habits of how consumers are finding, engaging with and enjoying entertainment and evolving technology, such as artificial intelligence (“AI”).
We have a long history of innovation across a diverse set of applications and technologies and have grown an IP portfolio of approximately 12,250 media and semiconductor patent assets, which are specifically designed to meet the evolving needs of businesses and consumers.
We have a long history of innovation across an extensive set of applications and technologies and have grown an IP portfolio of approximately 13,750 media and semiconductor patent assets, which are specifically designed to meet the evolving needs of businesses and consumers.
Our commitment to and investment in innovation has resulted in a leading intellectual property (“IP”) licensing platform in these industries, with a diverse portfolio of media and semiconductor IP.
We believe our commitment to and investment in innovation has resulted in a leading intellectual property (“IP”) licensing platform in these industries, with an extensive portfolio of media and semiconductor IP.
Our agreements with our semiconductor customers can include fixed fees, per-unit fees, milestone based fees, or a combination of these fees. These agreements are typically for specified periods of time, and our customers include Kioxia, Micron, OmniVision, Samsung, SK hynix, Sony, UMC and Western Digital.
Our agreements with our semiconductor customers can include fixed fees, per-unit fees, production based fees, milestone based fees, or a combination of these fees. These agreements are typically for specified periods of time, and our customers include Kioxia, Micron, Samsung, SanDisk, SK Hynix, Sony, ST Microelectronics, and UMC.
On October 1, 2022, Xperi Hold Co’s product business was separated from Xperi Hold Co through a tax-efficient spin-off transaction (the “Separation”) and became an independent, publicly-traded company named Xperi Inc.
On October 1, 2022, Xperi Hold Co’s product business was separated from Xperi Hold Co through a tax-efficient spin-off transaction (the “Separation”) and became an independent, publicly-traded company named Xperi Inc. The IP licensing business was retained by Xperi Hold Co, which was renamed Adeia Inc.
From TVs to smartphones, in almost any place you can think of, from home to work to on the go, and in all types of entertainment experiences, from Pay-TV to over-the-top (“OTT”) to social media and to the metaverse, managing content and connections in a way that is smart, immersive, and personal is precisely what our innovations do.
From TVs to smartphones, from home to work to on the go, and in various types of entertainment experiences, from Pay-TV to over-the-top (“OTT”) to social media and to the metaverse, managing content and connections in a way that is smart, immersive, and personal is what our innovations do.
We continue to grow our business with several specific opportunities, including: • Greater penetration in OTT: The OTT market is currently experiencing explosive growth. For example, the leading provider of SVOD now has worldwide subscribers in excess of 200 million.
We continue to grow our business with several specific opportunities, including: • Greater penetration in OTT: The OTT market continues to grow. For example, the leading provider of SVOD now has worldwide subscribers in excess of 300 million.
The last of our currently issued patents are set to expire in May 2044. From time to time, we acquire complementary IP portfolios.
The last of our currently issued patents is set to expire in March 2045. From time to time, we acquire complementary IP portfolios.
We invest in the career growth of our employees by providing a wide range of development opportunities, including face-to-face (where possible), virtual, social and self-directed learning, mentoring, coaching, training and external development. We also conduct annual assessments of employees to identify development needs based on department goals.
We offer competitive employee benefits that are designed to meet or exceed local requirements. We invest in the career growth of our employees by providing a wide range of development opportunities, including face-to-face, virtual, social and self-directed learning, mentoring, coaching, training and external development. We also conduct annual assessments of employees to identify development needs based on department goals.
We benchmark our total rewards annually to ensure our compensation and benefit programs remain competitive with industry peers. Our compensation framework for employees reflects a combination of fixed and variable pay including base salary, bonuses, performance awards and stock-based compensation. We offer competitive employee benefits that are designed to meet or exceed local laws.
Our incentives are based on merits, and we have a strong pay-for-performance culture. We benchmark our total rewards annually to ensure our compensation and benefit programs remain competitive with industry peers. Our compensation framework for employees reflects a combination of fixed and variable pay including base salary, bonuses, performance stock awards and stock-based compensation.
We protect our innovations and inventions through a variety of means, including applying for patent protection domestically and internationally. As of December 31, 2024, we held approximately 12,250 patent and patent applications worldwide, including approximately 5,400 United States issued patents and 1,870 patent applications, as well as approximately 3,725 foreign issued patents and 1,250 patent applications.
We protect our innovations and inventions through a variety of means, including applying for patent protection domestically and internationally. As of December 31, 2025, we held approximately 13,750 patent and patent applications worldwide, including approximately 6,250 United States issued patents and 1,950 patent applications, as well as approximately 4,100 foreign issued patents and 1,450 patent applications.
We are focused on two emerging technologies, hybrid bonding and advanced processing nodes, both of which address semiconductor market demands for higher bandwidth, improved compute performance and cost management with 2.5 and 3D heterogeneous integration. We license our patented innovations to leading semiconductor companies, and partner with the industry to accelerate the adoption of these technologies.
We are focused on emerging technologies, including hybrid bonding, thermal solutions (like our RapidCool technology), microLEDs and advanced processing nodes, which address semiconductor market demands for higher bandwidth, improved compute performance and cost management with 2.5 and 3D heterogeneous integration.
As of December 31, 2024, we had a talent base consisting of approximately 150 full-time employees, with substantially all of our employees located in the U.S. To enable our talent to actively contribute to, and have a positive impact on, our overall business and culture, we develop and maintain a set of programs and initiatives.
As of December 31, 2025, we had a talent base consisting of approximately 150 full-time employees, with substantially all of our employees located in the U.S.
Our patented innovations broadly cover all aspects of the entertainment experience, including (i) guidance, (ii) discovery, (iii) search, (iv) recommendations, (v) multi-screen, (vi) personalization, (vii) data analytics, (viii) advertising, (ix) computer vision, (x) content storage and (xi) high-performance computing. 5 We license our patented media innovations for use with traditional linear television, both in North America and internationally, as well as in connection with OTT and social media services that provide access to entertainment inside and outside the home on a broad array of devices.
Our patented innovations broadly cover all aspects of the entertainment experience, including (i) guidance, (ii) discovery, (iii) search, (iv) recommendations, (v) multi-screen, (vi) personalization, (vii) data analytics, (viii) advertising, (ix) computer vision, (x) content storage and (xi) high-performance computing.
We believe that the multi-generational nature of our DBI platforms will be beneficial to the greater semiconductor sector for years to come. Recently, we have also launched a co-optimization effort that builds on our core fundamental semiconductor IP. Co-optimization is a holistic approach whereby the circuit design, process design and system design are optimized simultaneously.
RapidCool A Revolutionary Direct-to-Chip Liquid Cooling Technology for High Performance Semiconductors We have also launched a co-optimization effort that builds on our core fundamental semiconductor IP. Co-optimization is a holistic approach whereby the circuit design, process design and system design are optimized simultaneously.
Our semiconductor portfolio is comprised of patents and technology know-how that enable the new era in semiconductors, including the next generation of logic and memory semiconductors that are powering the increasing demand for generative artificial intelligence applications. Our semiconductor portfolio generally covers three fundamental technology areas, hybrid bonding (or Direct Bond Interconnect (DBI)), advanced processing nodes, and advanced packaging solutions.
Our semiconductor portfolio is comprised of patents and technology know-how that we believe enables the new era in semiconductors, including the next generation of logic and memory semiconductors that are powering the increasing demand for generative AI applications.
Research & Development As demonstrated by our portfolio of industry recognized, widely-deployed, advanced technologies and IP, we have a long track record of innovating in the fields of media and semiconductors. We believe that ongoing investment in R&D is required for us to remain competitive in the markets we serve.
Licensing unlicensed international MVPD providers presents a significant opportunity for expanding our business. Research & Development As demonstrated by our portfolio of industry recognized, widely-deployed, advanced technologies and IP, we have a long track record of innovating in the fields of media and semiconductors.
In any service, device, or piece of equipment that contains IP, the provider or manufacturer may need to obtain licenses from multiple holders of the IP.
In any service, device, or piece of equipment that contains IP, the provider or manufacturer may need to obtain licenses from multiple holders of the IP. 8 Protecting Our Investment We operate in an industry in which innovation, investment in new ideas and protection of our IP rights are critical for success.
Today, we have a collection of world-class talent and strong R&D capabilities. Our ongoing investment in R&D, which is supported by a strong industry network of partners, enables us to create original inventions which shape and anticipate future market trends in markets we serve.
Our ongoing investment in R&D, which is supported by a strong industry network of partners, enables us to create original inventions which shape and anticipate future market trends in markets we serve. We continue to focus our R&D efforts on IP development and next generation technology solutions, including semiconductor hardware research, machine learning, generative AI and advanced algorithm development.
Competition Due to the exclusionary nature of patent rights, we do not compete, in a traditional sense, with other patent holders for patent licensing relationships. Other patent holders do not have the same rights to the inventions and technologies encompassed by our patent portfolio.
Other patent holders do not have the same rights to the inventions and technologies encompassed by our patent portfolio.
License arrangements include access to one or more of our foundational IP portfolios and may also include access to some of our industry-leading technologies and proven know-how.
We conduct our business primarily by licensing our innovations to leading companies in the broader media and semiconductor industries and companies adopting new technologies that will help drive these industries forward. License arrangements include access to one or more of our foundational IP portfolios and may also include access to some of our industry-leading technologies and proven know-how.
We have begun to see traction in these adjacent markets and announced a new e-commerce deal with a leading luxury retailer in November of 2024. • Expansion of MVPD licensing internationally: We continue to license MVPDs internationally and have already successfully licensed several leading providers. Licensing unlicensed international MVPD providers presents a significant opportunity for expanding our business.
Some of these new markets include companies that provide advertising technology, automotive, e-commerce, gaming, and music streaming products and services. We have begun to see traction in these adjacent markets and announced multiple new e-commerce deals since November of 2024. • Expansion of MVPD licensing internationally: We continue to license MVPDs internationally and have already successfully licensed several leading providers.
Specifically, our portfolio enables us to address the semiconductor market demands of higher bandwidth, improved compute performance and cost management in heterogeneous integration. Business Separation In February 2022, Xperi Holding Corporation (“Xperi Hold Co”) introduced “Adeia” as the new brand for its IP licensing business.
Specifically, our portfolio enables us to address the semiconductor market demands of higher bandwidth, improved compute performance, thermal management, and cost management in heterogeneous integration. Our technologies span the media and semiconductor industries and our inventions are relevant across the entire AI stack.
We continue to grow our patent portfolios in size and relevance through ongoing investment in internal innovation, strategic management and targeted acquisitions within our expanding addressable markets. We conduct our business primarily by licensing our innovations to leading companies in the broader media and semiconductor industries and companies adopting new technologies that will help drive these industries forward.
Our Strategy We have adopted a proactive strategy designed to protect and extend our technology and IP. We grow our patent portfolios in size and relevance through ongoing investment in internal innovation, strategic management and targeted acquisitions within our expanding addressable markets.
We continue to focus our R&D efforts on IP development and next generation technology solutions, including semiconductor hardware research, machine learning, generative AI and advanced algorithm development. Our R&D projects follow a forward-looking technology roadmap and execute a pragmatic technology strategy to position us with a sustainable competitive advantage for decades to come.
Our R&D projects follow a forward-looking technology roadmap and aim to execute a pragmatic technology strategy to position us with a sustainable competitive advantage for decades to come. Competition Due to the exclusionary nature of patent rights, we do not compete, in a traditional sense, with other patent holders for patent licensing relationships.
These programs and initiatives include competitive compensation and benefits offerings, company culture initiatives, diversity and inclusion initiatives and goal and performance management. In support of these efforts, our Board of Directors monitors many of these programs and initiatives and provides guidance and feedback as appropriate.
In support of these efforts, our board of directors (the “Board of Directors”) monitors many of these programs and initiatives and provides guidance and feedback as appropriate. Our goal is to provide a work environment that empowers our teams and enables employees to enjoy a healthy and productive work-life balance.
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The IP licensing business was retained by Xperi Hold Co, which was renamed Adeia Inc. 4 Following the Separation, Xperi Inc. became an independent, publicly-traded company, and we retain no ownership interest in Xperi Inc. Xperi Inc.’s historical financial results for periods prior to the Separation are reflected in our consolidated financial statements as discontinued operations for the periods presented.
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Our semiconductor portfolio generally covers fundamental technology areas, hybrid bonding (or Direct Bond Interconnect (DBI ® )), advanced processing nodes, and advanced packaging solutions. We are also inventing and investing in emerging technology domains, such as thermal solutions (like our RapidCool TM technology), co-optimization, and microLEDs.
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For further details, refer to “Note 9 – Discontinued Operations ”, in Notes to Consolidated Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K. Our Strategy We have adopted a proactive strategy designed to protect and extend our technology and IP.
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Our semiconductor innovations enable critical advancements in logic and memory devices that form the backbone of today’s AI infrastructure. Our media portfolio also includes innovations in areas such as natural language processing and reinforcement learning that are core to imaging and video technologies found in a broad array of user experiences in search and recommendation, e-commerce and social media.
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Some of these new markets include companies that provide advertising technology, automotive, e-commerce, gaming, and music streaming products and services.
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Our innovations in low latency inferencing and chain of thought are highly relevant across numerous AI applications including large language models and emerging vision language models that are powering the future of content personalization and discovery. 4 Business Separation In February 2022, Xperi Holding Corporation (“Xperi Hold Co”) introduced “Adeia” as the new brand for its IP licensing business.
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In licensing our patent portfolios, we compete with other patent holders for a share of the licensing fees that comprise the total potential revenue that is supported by a certain service or product. 7 Protecting Our Investment We operate in an industry in which innovation, investment in new ideas and protection of our IP rights are critical for success.
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Example of Adeia’s Media Innovation Shaping How Customers Explore, Experience, and Enhance Video 5 We license our patented media innovations for use with traditional linear television, both in North America and internationally, as well as in connection with OTT and social media services that provide access to entertainment inside and outside the home on a broad array of devices.
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We view litigation as an instrument of last resort, and we use it only when our efforts to reach negotiated licenses have stalled or failed.
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We also license our patented media innovations to consumer electronic companies, for e-commerce applications, and other adjacent media markets, such as automotive, gaming and gambling.
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If we are unable to secure license agreements on favorable terms through negotiations, or if licensees do not comply with the terms of their licenses, we might have to file new litigation to enforce our rights.
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We license our patented innovations to leading semiconductor companies, and partner with the industry to accelerate the adoption of these technologies. We believe that the multi-generational nature of our DBI platforms will be beneficial to the greater semiconductor sector for years to come.
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Our goal is to provide a work environment that empowers our teams and enables employees to enjoy a healthy and productive work-life balance for themselves, their families and our community. Our incentives are based on merits, and we have a strong pay-for-performance culture.
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Leading Semiconductor Innovator Driving the Future of Semiconductor Technology The pervasiveness and rapid adoption of AI has created tremendous demand for data centers throughout the globe. In those data centers are servers running the most advanced, high performance semiconductors. These semiconductors not only consume an enormous amount of power, but they also create a tremendous amount of heat.
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The AI era is driving up the power densities of these semiconductors and traditional cooling solutions are unable to meet the thermal loads. 6 Our RapidCool technology is a revolutionary direct-to-chip liquid cooling technology for high-performance semiconductor devices.
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This groundbreaking technology, which has evolved from our deep experience in hybrid bonding and advanced packaging technologies, eliminates thermal interface materials used in conventional processes. RapidCool thereby increases heat dissipation efficiency and lowers the temperature of the semiconductor.
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This technology bonds the silicon cold plate directly to the semiconductor, thereby eliminating the thermal interface materials others use and lowers thermal resistance by 70%. This allows RapidCool to effectively manage heat in semiconductors running at 3-times today’s current power densities.
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In November of 2024, we initiated litigation against Disney and in December of 2025 we resolved all outstanding litigation and signed a long-term license agreement with Disney for access to our media portfolio.
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In November of 2025 we initiated litigation against AMD, one of leading companies powering next generation semiconductors for the AI ecosystem.
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We believe our semiconductor portfolio, including our advanced process node and hybrid bonding technologies, are utilized by AMD and that AMD needs a license to our portfolio. • Expand into new and adjacent markets: With the proliferation of media discovery and distribution and computer vision technologies into new and adjacent markets outside of our current MVPD, OTT, and social media markets, new opportunities have emerged for us to leverage our existing IP portfolios to seek license arrangements with many new companies within a variety of new markets.
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We believe that ongoing investment in R&D is required for us to remain competitive in the markets we serve. Today, we have a collection of world-class talent and strong R&D capabilities.
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To enable our talent to actively contribute to, and have a positive impact on our overall business, we develop and maintain programs and initiatives ranging from competitive compensation and benefits offerings to goal and performance management.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFactors that could cause our operating results to fluctuate during any period or that could adversely affect our ability to achieve our strategic objectives include those listed in this “Risk Factors” section of this report and the following: • the consequences of the separation transaction; • the timing of, and compliance with the terms and conditions for, payment by third parties to us of fees (including royalties) under IP license agreements; • fluctuations in our royalties caused by the pricing terms of certain of our IP license agreements; • the amount of our revenue; • changes in the level of our operating expenses; • the substantial research and development expenses that we have incurred and will continue to incur in connection with the development of new IP, as well as the uncertainty that such new technologies will generate material revenue for the Company; • our ability to protect or enforce our IP rights or the terms of our agreements; • legal proceedings affecting our patents, patent applications or IP license agreements; • the timing of the introduction of new technologies that replace technologies covered by our IP; • the timing of establishing new IP license agreements and expiration of existing IP license agreements; • changes in generally accepted accounting principles including new accounting standards which may materially affect our revenue recognition and the comparability between revenue recognition and cash flow from customer royalties; • cyclical fluctuations in semiconductor and consumer electronics markets generally; • supply chain constraints, and attendant effects, including but not limited to increased costs or shipping delays that may impact our customers; • adverse labor market conditions, and any impacts on our ability to attract and retain qualified personnel; • inflation and/or changes in central bank interest rate policies; • expenses related to and the financial impact of possible acquisitions of other businesses and the integration of such businesses; • expenses related to and the financial impact of the disposition of assets, including post-closing indemnification obligations; and • adverse changes in the level of economic activity in the U.S. or other major economies in which we do business as a result of the threat of terrorism, military actions taken by the U.S. or its allies, civil unrest, hostilities, global health concerns, outbreaks, pandemics, natural disasters or generally weak and uncertain economic and industry conditions.
Biggest changeFactors that could cause our operating results to fluctuate during any period or that could adversely affect our ability to achieve our strategic objectives include those listed in this “Risk Factors” section of this report and the following: • the timing of, and compliance with the terms and conditions for, payment by third parties to us of fees (including royalties) under IP license agreements; • fluctuations in our royalties caused by the pricing terms of certain of our IP license agreements; • the amount of our revenue; • changes in the level of our operating expenses; • the substantial research and development expenses that we have incurred and will continue to incur in connection with the development of new IP, as well as the uncertainty that such new technologies will generate material revenue for the Company; • our ability to protect or enforce our IP rights or the terms of our agreements; • legal proceedings affecting our patents, patent applications or IP license agreements; • the timing of the introduction of new technologies that replace technologies covered by our IP; • the timing of establishing new IP license agreements and expiration of existing IP license agreements; • changes in generally accepted accounting principles including new accounting standards which may materially affect our revenue recognition and the comparability between revenue recognition and cash flow from customer royalties; • cyclical fluctuations in semiconductor and CE markets generally; • supply chain constraints, and attendant effects, including but not limited to increased costs or shipping delays that may impact our customers; • adverse trade regulations and the imposition of tariffs; • adverse labor market conditions, and any impacts on our ability to attract and retain qualified personnel; • inflation and/or changes in central bank interest rate policies; • expenses related to and the financial impact of possible acquisitions of other businesses and the integration of such businesses; • the consequences of the separation transaction; • expenses related to and the financial impact of the disposition of assets, including post-closing indemnification obligations; and • adverse changes in the level of economic activity in the U.S. or other major economies in which we do business as a result of the threat of terrorism, military actions taken by the U.S. or its allies, civil unrest, hostilities, global health concerns, outbreaks, pandemics, natural disasters or generally weak and uncertain economic and industry conditions. 22 Due to fluctuations in our operating results, reports from market and security analysts, litigation-related developments, and other factors including general market conditions, the price at which our common stock will trade may be volatile.
We have in the past identified, and may in the future identify, significant deficiencies in the design and operation of our internal controls, which have been or will in the future need to be remediated. Finally, in the event we make a significant acquisition, we may face significant challenges in implementing the required processes and procedures in the acquired operations.
We have in the past identified, and may in the future identify, significant deficiencies in the design and operation of our internal controls, which have been or will need to be remediated. Finally, in the event we make a significant acquisition, we may face significant challenges in implementing the required processes and procedures in the acquired operations.
These indemnities may not be sufficient to insure us against the full amount of liabilities for which we will be allocated responsibility, and Xperi Inc. may not be able to satisfy its indemnification obligations in the future.
These indemnities may not be sufficient to insure us against the full amount of liabilities for which we will be allocated responsibility, and Xperi Inc. may not be able to satisfy its indemnification obligations in the future.
Certain of these provisions eliminate cumulative voting in the election of directors, authorize the board to issue “blank check” preferred stock, prohibit stockholder action by written consent, eliminate the right of stockholders to call special meetings, and establish advance notice procedures for director nominations by stockholders and the submission of other proposals for consideration at stockholder meetings.
Certain of these provisions eliminate cumulative voting in the election of directors, authorize the Board of Directors to issue “blank check” preferred stock, prohibit stockholder action by written consent, eliminate the right of stockholders to call special meetings, and establish advance notice procedures for director nominations by stockholders and the submission of other proposals for consideration at stockholder meetings.
If this were to occur in any particular lawsuit, we may incur additional costs associated with resolving such lawsuit in other jurisdictions or resolving lawsuits involving similar claims in multiple jurisdictions, all of which could harm our business, results of operations, and financial condition. 24 Item 1B. Unresolv ed Staff Comments Not applicable.
If this were to occur in any particular lawsuit, we may incur additional costs associated with resolving such lawsuit in other jurisdictions or resolving lawsuits involving similar claims in multiple jurisdictions, all of which could harm our business, results of operations, and financial condition. Item 1B. Unresolv ed Staff Comments Not applicable.
Any significant increase in our interest expense could negatively impact our results of operations and cash flows and also our ability to pay dividends in the future. If the U.S. Federal Reserve raises its benchmark interest rate through one or more rate hikes, the increases would likely impact the borrowing rate on our outstanding indebtedness and increase our interest expense.
Any significant increase in our interest expense would negatively impact our results of operations and cash flows and also our ability to pay dividends in the future. If the U.S. Federal Reserve raises its benchmark interest rate through one or more rate hikes, the increases would likely impact the borrowing rate on our outstanding indebtedness and increase our interest expense.
This could result in an adverse reaction in the financial markets due to investors’ perceptions that our internal controls are inadequate or that we are unable to produce accurate financial statements. Changes in, or interpretations of, tax rules and regulations, could adversely affect our effective tax rates and negatively affect our business and financial condition.
This could result in an adverse reaction in the financial markets due to investors’ perceptions that our internal controls are inadequate or that we are unable to produce accurate financial statements. 18 Changes in, or interpretations of, tax rules and regulations, could adversely affect our effective tax rates and negatively affect our business and financial condition.
The payment of future cash dividends is subject to the final determination by our Board of Directors based on a number of factors, including our earnings, financial condition, actual and forecasted cash flows, capital resources and capital requirements, alternative uses of capital including business combinations, economic condition and other factors considered relevant by management and the Board of Directors.
The payment of any future cash dividends is subject to the final determination by our Board of Directors based on a number of factors, including our earnings, financial condition, actual and forecasted cash flows, capital resources and capital requirements, alternative uses of capital including business combinations, economic condition and other factors considered relevant by management and the Board of Directors.
We may not be able to consummate those dispositions or to maximize the proceeds that we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due. 16 Repayment of debt is dependent on cash flow generated by our subsidiaries.
We may not be able to consummate those dispositions or to maximize the proceeds that we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due. Repayment of debt is dependent on cash flow generated by our subsidiaries.
Acquisitions involve challenges in terms of successful integration of IP, technologies, and employees. 13 Our future success will depend, in part, upon the ability of our management team to manage any growth effectively, requiring our management to: • recruit, hire, and train additional personnel; • implement and improve our operational and financial systems, procedures, and controls; • maintain our cost structure at an appropriate level based on the revenue and cash we forecast and generate; • manage multiple concurrent IP development projects; and • manage operations in multiple time zones with different cultures and languages.
Acquisitions involve challenges in terms of successful integration of IP, technologies, and employees. 14 Our future success will depend, in part, upon the ability of our management team to manage any growth effectively, requiring our management to: • recruit, hire, and train additional personnel; • implement and improve our operational and financial systems, procedures, and controls; • maintain our cost structure at an appropriate level based on the revenue and cash we forecast and generate; • manage multiple concurrent IP development projects; and • manage operations in multiple time zones with different cultures and languages.
We face risks inherent in a license-based business model, many of which are outside of our control, such as the following: • the number of subscribers our Pay-TV customers have; • the rate of adoption and incorporation of our technology by semiconductor manufacturers, assemblers, foundries, and manufacturers of consumer and communication electronics; 12 • the demand for products that incorporate our licensed technology; • the cyclicality of supply and demand for products using our licensed technology; • the impact of economic downturns; and • the impact of poor financial performance of our customers.
We face risks inherent in a license-based business model, many of which are outside of our control, such as the following: • the number of subscribers our Pay-TV customers have; 13 • the rate of adoption and incorporation of our technology by semiconductor manufacturers, assemblers, foundries, and manufacturers of consumer and communication electronics; • the demand for products that incorporate our licensed technology; • the cyclicality of supply and demand for products using our licensed technology; • the impact of economic downturns; and • the impact of poor financial performance of our customers.
Nevertheless, our effective tax rate may be different than experienced in the past due to numerous factors, including from the passage of new tax laws, changes in the mix of our profitability from state to state and from country to country, the amount of payments from the Company’s U.S. entities to related foreign entities, the results of examinations and audits of our tax filings, our inability to secure or sustain acceptable agreements with tax authorities and changes in accounting for income taxes.
Nevertheless, our effective tax rate may be different than what we experienced in the past due to numerous factors, including from the passage of new tax laws, changes in the mix of our profitability from state to state and from country to country, the amount of payments from the Company’s U.S. entities to related foreign entities, the results of examinations and audits of our tax filings, our inability to secure or sustain acceptable agreements with tax authorities and changes in accounting for income taxes.
In addition, we may not be able to continue entering into licenses on terms that are favorable to us, which could harm our results of operations. While we have expanded our licensable technology portfolio through internal development and third-party acquisitions, there is no guarantee that these measures will lead to continued revenue.
In addition, we may not be able to continue entering into licenses on terms that are favorable to us, which would harm our results of operations. While we have expanded our licensable technology portfolio through internal development and third-party acquisitions, there is no guarantee that these measures will lead to continued revenue.
Our 2024 Term Loan B is guaranteed by us and our wholly-owned material domestic subsidiaries and are secured by substantially all of our and the subsidiary guarantors’ assets.
Our Term Loan B is guaranteed by us and our wholly-owned material domestic subsidiaries and are secured by substantially all of our and the subsidiary guarantors’ assets.
Given the nature of our business, such proceedings could have a material adverse effect on our business, financial condition, and results of operations. 11 Some of our IP license agreements contain “most favored nations” clauses, which may restrict our ability to offer more competitive terms to other customers in the future.
Given the nature of our business, such proceedings could have a material adverse effect on our business, financial condition, and results of operations. 12 Some of our IP license agreements contain “most favored nations” clauses, which may restrict our ability to offer more competitive terms to other customers in the future.
We may not realize the anticipated benefits of the other acquisitions we may complete in the future, and we may not be able to incorporate any acquired IP or technologies with our existing operations, or integrate personnel, systems, processes and operations from the acquired businesses, in which case our business could be harmed.
We may not realize the anticipated benefits of the other acquisitions or other strategic transactions we may complete in the future, and we may not be able to incorporate any acquired IP or technologies with our existing operations, or integrate personnel, systems, processes and operations from the acquired businesses, in which case our business could be harmed.
However, our future success depends on our ability to establish and maintain licensing relationships with companies in the industries that we currently serve and may enter in the future, including Pay-TV service providers, consumer electronics manufacturers, semiconductor and equipment manufacturers, and the entertainment and electronics businesses.
However, our future success depends on our ability to establish and maintain licensing relationships with companies in the industries that we currently serve and may enter in the future, including Pay-TV service providers, CE manufacturers, semiconductor and equipment manufacturers, and the entertainment and electronics businesses.
If we are unable to replace the revenue from an expiring license, either through a renewal of such license or with licenses from other customers, our results of operations could be adversely impacted as compared to periods prior to such expiration.
If we are unable to replace the revenue from an expiring license, either through a renewal of such license or with licenses from other customers, our results of operations would be adversely impacted as compared to periods prior to such expiration.
In addition, potential changes in the law, such as with respect to patent exhaustion and permissible licensing practices, could have a negative effect on our ability to license our patents and, therefore, on the royalties we can collect.
Other potential changes in the law, such as with respect to patent exhaustion and permissible licensing practices, could have a negative effect on our ability to license our patents and, therefore, on the royalties we can collect.
Risks Relating to Our Business Operations • The success of our IP licensing business is dependent on the strength of our patent portfolios. • We enter into IP license agreements that have fixed expiration dates and if, upon expiration or termination, we are unable to renew or replace such license agreements on terms favorable to us, our results of operations could be harmed. • If we fail to protect and enforce our IP rights, contract rights, and our confidential information, our business will suffer. • If we fail to use adequate mechanisms to protect our technology and IP, or if a court fails to enforce our IP rights, our business will suffer.
Risks Relating to Our Business Operations • The success of our IP licensing business is dependent on the strength of our patent portfolios. • We enter into IP license agreements that have fixed expiration dates and if, upon expiration or termination, we are unable to renew or replace such license agreements on terms favorable to us, our results of operations could be harmed. • If we fail to adequately protect, maintain and enforce our IP rights, contract rights, and our confidential information, our business could be adversely affected. • If we fail to use adequate mechanisms to protect our technology and IP, or if a court fails to enforce our IP rights, our business will suffer.
If the distribution, together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then we could be subject to significant tax liability.
Risks Related to the Separation If the distribution, together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then we could be subject to significant tax liability.
In October 2024, our Board of Directors approved an increase of the existing share repurchase authorization up to a total of $200.0 million. As of December 31, 2024, the total amount available for repurchase under the plan was $180.0 million. The amount of repurchases under our stock repurchase program will vary depending on various factors.
In October 2024, our Board of Directors approved an increase of the existing share repurchase authorization up to a total of $200.0 million. As of December 31, 2025, the total amount available for repurchase under the plan was $160.0 million. The amount of repurchases under our stock repurchase program will vary depending on various factors.
Also, hackers may, for financial gain or other motives, seek to infiltrate or damage our systems, or obtain sensitive business information or customer information from our systems. Further, the use of artificial intelligence by cybercriminals may increase the frequency and severity of cybersecurity attacks against us or our third-party vendors and clients.
Also, hackers may, for financial gain or other motives, seek to infiltrate or damage our systems, or obtain sensitive business information or customer information from our systems. Further, the use of AI by cybercriminals may increase the frequency and severity of cybersecurity attacks against us or our third-party vendors and clients.
A portion of our revenue is dependent on sales by our customers that are outside our control and that could be negatively affected by a variety of factors, including global, regional and/or country-specific economic conditions and/or public health concerns, outbreaks or pandemics, country-specific natural disasters, hostilities, or armed conflicts impacting licensee manufacturing and sales, demand and buying patterns of end users, which are often driven by replacement and innovation cycles, the service life of products incorporating our technologies, competition for our customers’ products, supply chain disruptions, and any decline in the sale prices our customers receive for their covered products and services.
A portion of our revenue is dependent on sales by our customers that are outside our control and that could be negatively affected by a variety of factors, including global, regional and/or country-specific economic conditions and/or public health concerns, outbreaks or pandemics, country-specific natural disasters, hostilities, or armed conflicts impacting licensee manufacturing and sales, demand and buying patterns of end users, which are often driven by increasingly rapid replacement and innovation cycles, the service life of products incorporating our technologies, competition for our customers’ products, trade regulations and the imposition of tariffs, supply chain disruptions, and any decline in the sale prices our customers receive for their covered products and services.
Short-term investments typically include various financial securities such as corporate bonds and notes, municipal bonds and notes, commercial paper, treasury and agency notes and bills, and money market funds. Although we invest in high quality securities, ongoing financial events have at times adversely impacted the general credit, liquidity, market and interest rates for these and other types of debt securities.
Marketable securities typically include various financial securities such as corporate bonds and notes, municipal bonds and notes, commercial paper, treasury and agency notes and bills, and money market funds. Although we invest in high quality securities, ongoing financial events have at times adversely impacted the general credit, liquidity, market and interest rates for these and other types of debt securities.
Financing for future acquisitions may not be available on favorable terms, or at all. If we use our equity securities to fund the acquisition, it may result in significant dilution to our existing stockholders.
Financing for future acquisitions or other strategic transactions may not be available on favorable terms, or at all. If we use our equity securities to fund the acquisition, it may result in significant dilution to our existing stockholders.
The success of our business depends on our ability to continue to develop, acquire, and enforce patents that address the evolving needs of the industries in which our current or future customers operate. We devote significant resources to developing and acquiring such patents and we must continue to do so in the future to remain competitive.
The success of our business depends on our ability to continue to develop, acquire, maintain, defend and enforce patents that address the evolving needs of the industries in which our current or future customers operate. We devote significant resources to develop and acquire such patents and we must continue to do so in the future to remain competitive.
Others may also develop new technologies that are similar or superior to our technologies, duplicate our technologies or design around our technologies.
Others, including our customers, may also develop new technologies that are similar or superior to our technologies, duplicate our technologies or design around our technologies.
In particular, our business has been impacted due to increased and ongoing trade conflicts between the United States and China. Further United States government actions to protect domestic economic and security interests could lead to further restrictions or additional or increased conflicts.
In particular, our business has been impacted due to increased and ongoing trade conflicts and the imposition of tariffs and retaliatory tariffs between the United States and China. Further United States government actions to protect domestic economic and security interests could lead to further restrictions or additional or increased conflicts.
Any one or more of the above factors could adversely affect our international operations and could significantly affect our results of operations, financial condition and cash flows. The results of our operations will be dependent to a large extent upon the global economy.
Any one or more of the above factors could adversely affect our international operations and could significantly affect our results of operations, financial condition, cash flows, and reputation. The results of our operations are dependent to a large extent upon the global economy.
At December 31, 2024, a 1% increase in the effective interest rate on our outstanding debt throughout a one-year period would result in an annual increase in our interest expense of approximately $4.8 million.
At December 31, 2025, a 1% increase in the effective interest rate on our outstanding debt throughout a one-year period would result in an annual increase in our interest expense of approximately $4.2 million.
As of December 31, 2024, we had $487.1 million of outstanding indebtedness that is subject to floating interest rates. Changes in economic conditions outside of our control could result in higher interest rates, thereby increasing our interest expense and reducing the funds available for capital investment, operations or other purposes.
As of December 31, 2025, we had $426.7 million of outstanding indebtedness that is subject to floating interest rates. Changes in economic conditions outside of our control could result in higher interest rates, thereby increasing our interest expense and reducing the funds available for capital investment, operations or other purposes.
Although we seek to focus our operations in areas where we see the potential for growth and to divest assets where we see more limited opportunities, dispositions we decide to undertake may involve risks, and the anticipated benefits of such actions may not be realized. • The structure and timing of our IP license agreements may cause fluctuations in our quarterly or annual financial results. • Some of our IP license agreements may convert to fully paid-up licenses at the expiration of their terms, or upon the occurrence of certain events, and in such event, we will not receive fees thereafter. • The long-term success of our business is partially dependent on a royalty-based business model, which is inherently risky. • A portion of our revenue and cash flow is dependent upon our customers’ sales and other factors that are beyond our control or are difficult to forecast.
Although we seek to focus our operations in areas where we see the potential for growth and to divest assets where we see more limited opportunities, dispositions we decide to undertake may involve risks, and the anticipated benefits of such actions may not be realized. • The structure and timing of our IP license agreements may cause fluctuations in our quarterly or annual financial results. • Some of our IP license agreements may convert to fully paid-up licenses at the expiration of their terms, or upon the occurrence of certain events, and in such event, we will not receive fees thereafter. • The long-term success of our business is partially dependent on a royalty-based business model, which is inherently risky. • A portion of our revenue and cash flow is dependent upon our customers’ sales and other factors that are beyond our control or are difficult to forecast. • If we lose any of our key personnel or are unable to attract, train and retain qualified personnel, we may not be able to execute our business strategy effectively.
Volatility in our stock price may from time to time adversely affect our ability to recruit or retain employees. Risks Related to Financial Matters We have significant indebtedness which could adversely affect our financial position. As of December 31, 2024, we had $487.1 million of total debt outstanding under our 2024 Term Loan B.
Volatility in our stock price may from time to time adversely affect our ability to recruit or retain employees. Risks Related to Financial Matters We have significant indebtedness which could adversely affect our financial position. As of December 31, 2025, we had $426.7 million of total debt outstanding under our Term Loan B.
As of December 31, 2024, we had U.S. federal and state net operating losses of approximately $2.3 million and $861.2 million, respectively, on a tax return basis. A portion of the state net operating loss carryforwards will begin to expire, if not utilized, in 2025. Net operating losses that expire unused will be unavailable to offset future income tax liabilities.
As of December 31, 2025, we had U.S. federal and state net operating losses of approximately $2.1 million and $847.9 million, respectively, on a tax return basis. A portion of the state net operating loss carryforwards will begin to expire, if not utilized, in 2026. Net operating losses that expire unused will be unavailable to offset future income tax liabilities.
Many laws and regulations are pending and may be adopted by the U.S. federal government, individual states and local jurisdictions and other countries with respect to the internet. These laws may relate to many areas that impact our business, including IP rights, privacy and taxation.
Many laws and regulations are pending and may be adopted by the U.S. federal government, individual states and local jurisdictions and other countries with respect to the internet and digital technologies more broadly. These laws may relate to many areas that impact our business, including IP rights, privacy, artificial intelligence and taxation.
Risks Related to Financial Matters • We have significant indebtedness which could adversely affect our financial position. • Our variable rate indebtedness may expose us to interest rate risk, which could cause our debt costs to increase significantly. • We may not be able to generate sufficient cash to service our debt obligations. • Repayment of debt is dependent on cash flow generated by our subsidiaries. • Changes in, or interpretations of, tax rules and regulations, could adversely affect our effective tax rates and negatively affect our business and financial condition. • Our ability to use net operating losses to offset future taxable income may be subject to limitations. 9 Risks Related to Regulatory and Legal Matters • New governmental regulations, new interpretations of existing laws, including legislative initiatives, or judicial or regulatory decisions regarding IP rights or the internet could cause uncertainties and result in harm to our business. • Further deterioration of trade relations between the United States and China, other trade conflicts and barriers, economic sanctions, and national security protection policies could limit or prevent existing or potential customers from doing business with us.
Risks Related to Financial Matters • We have significant indebtedness which could adversely affect our financial position. • Our variable interest rate indebtedness exposes us to the risk of rising interest rates, which would cause our debt costs to increase significantly. • We may not be able to generate sufficient cash to service our debt obligations. • Repayment of debt is dependent on cash flow generated by our subsidiaries. • Changes in, or interpretations of, tax rules and regulations, could adversely affect our effective tax rates and negatively affect our business and financial condition. • Our ability to use net operating losses to offset future taxable income may be subject to limitations. 10 Risks Related to Regulatory and Legal Matters • Changes in laws, regulations, or interpretations of existing laws, relating to IP rights or the internet could create uncertainties and adversely affect our business. • Further deterioration of trade relations between the United States and China, other trade conflicts and barriers, economic sanctions, and national security protection policies could limit or prevent existing or potential customers from doing business with us.
The growth of our business depends in large part on our ability to secure IP rights in a timely manner, our ability to convince third parties of the applicability of our IP rights to their products and services, and our ability to enforce our IP rights.
The growth of our business depends in large part on our ability to anticipate technological developments, secure relevant IP rights in a timely manner, convince third parties of the applicability of our IP rights to their products and services, and maintain and enforce our IP rights.
Therefore, we face exposure to risks of operating in many foreign countries, including: • difficulties and costs associated with complying with a wide variety of complex laws, treaties, regulations and compliance requirements; • unexpected changes in political or regulatory environments; • earnings and cash flows that may be subject to tax withholding requirements or the imposition of tariffs; • exchange controls or other restrictions; • political and economic instability and trade conflict; • import and export restrictions and other trade barriers; • difficulties in maintaining overseas subsidiaries; • difficulties in obtaining approval for significant transactions; and • fluctuations in foreign currency exchange rates.
Therefore, we face exposure to risks of operating in many foreign countries, including: • difficulties and costs associated with complying with a wide variety of complex laws, treaties, regulations and compliance requirements; • unexpected changes in political or regulatory environments; • regional hostilities, armed conflicts and wars; • earnings and cash flows that may be subject to tax withholding requirements or the imposition of tariffs; • exchange controls or other restrictions; • political and economic instability, trade conflict, and wars; • economic sanctions, import and export restrictions, and other trade barriers; • applicable anti-bribery and anti-corruption laws and regulations; • constrained supply chains; • difficulties in maintaining overseas subsidiaries; • difficulties in obtaining approval for significant transactions; and • fluctuations in foreign currency exchange rates.
Risks Relating to Our Business Operations The success of our IP licensing business is dependent on the strength of our patent portfolios. We derive our revenue from patent licenses and technology transfer agreements.
Risks Relating to Our Business Operations The success of our IP licensing business is dependent on the strength of our patent portfolios. We derive our revenue from the licensing of our patents and other intellectual property, including patent licenses and technology transfer agreements.
Accordingly, the possibility that a customer, including a customer that represents a significant portion of our revenue, may reduce or eliminate its use of our technologies, presents a risk to our business. If we fail to protect and enforce our IP rights, contract rights, and our confidential information, our business will suffer.
Accordingly, the possibility that a customer, including a customer that represents a significant portion of our revenue, may reduce or eliminate its use of our technologies, presents a risk to our business. If we fail to adequately protect, maintain and enforce our IP rights, contract rights, and our confidential information, our business will could be adversely affected.
We expend significant time and effort identifying users and potential users of our inventions and negotiating license agreements with companies, including those that may be reluctant to pay for licenses to our IP.
Consequently, we proactively approach companies and seek to establish license agreements for using our inventions. We expend significant time and effort identifying users and potential users of our inventions and negotiating license agreements with companies, including those that may be reluctant to pay for licenses to our IP.
If we fail to continue to do business with our current customers, our business would be materially adversely affected. 10 Furthermore, a small number of our customers represent a significant percentage of our revenue. For the year ended December 31, 2024, five customers represented 49.6% of aggregate revenue.
If we fail to continue to do business with our current customers, our business would be materially adversely affected. 11 Furthermore, a small number of our customers represent a significant percentage of our revenue. For the year ended December 31, 2025, five customers represented 55.7% of aggregate revenue.
Our ability to meet our debt service obligations will depend on our future performance, which will be subject to financial, business and other factors affecting our operations, many of which are beyond our control. Our variable rate indebtedness may expose us to interest rate risk, which could cause our debt costs to increase significantly.
Our ability to meet our debt service obligations will depend on our future performance, which will be subject to financial, business and other factors affecting our operations, many of which are beyond our control. 17 Our variable interest rate indebtedness exposes us to the risk of rising interest rates, which would cause our debt costs to increase significantly.
The investment of our cash, cash equivalents and investments in marketable debt and equity securities is subject to risks which may cause losses and affect the liquidity of these investments. At December 31, 2024, we held approximately $78.8 million in cash and cash equivalents and $31.6 million in short-term investments.
The investment of our cash, cash equivalents and investments in marketable debt and equity securities is subject to risks which may cause losses and affect the liquidity of these investments. At December 31, 2025, we held approximately $73.1 million in cash and cash equivalents and $63.6 million in marketable securities.
We enter into IP license agreements that have fixed expiration dates and if, upon expiration or termination, we are unable to renew or replace such license agreements on terms favorable to us, our results of operations could be harmed. We enter into IP license agreements that have fixed expiration dates.
Our failure to do so would harm our business, financial position, results of operations, and cash flows. We enter into IP license agreements that have fixed expiration dates and if, upon expiration or termination, we are unable to renew or replace such license agreements on terms favorable to us, our results of operations could be harmed.
Some of our license agreements contain “most favored nation” clauses, which typically provide that if we enter into an agreement with another customer on more favorable terms, we must offer some of those terms to our existing customers. We have entered into a number of license agreements with terms that differ in some respects from those contained in other agreements.
Some of our license agreements contain “most favored nation” clauses, which typically provide that if we enter into an agreement with another customer on more favorable terms, we must offer some of those terms to our existing customers with the “most favored nation” clauses.
Our business relies in part on the uniform and historically consistent application of U.S. patent laws, rules, and regulations. The standards that courts use to interpret patents are not always applied predictably or uniformly and may evolve, particularly as new technologies develop. For example, the Supreme Court of the United States has modified some legal standards applied by the U.S.
The standards that courts use to interpret patents are not always applied predictably or uniformly and may evolve, particularly as new technologies develop. For example, the Supreme Court of the United States has modified some legal standards applied by the U.S.
Historically these types of proceedings have a high rate of invalidation of patents, and patents we have asserted in litigation have been and may continue to be invalidated in such proceedings. Additionally, there have been and may be bills introduced in the U.S.
Historically, IPRs have a high rate of invalidation of patents, and patents we have asserted in litigation have been and may continue to be invalidated in either IPRs or ex parte reexaminations. Additionally, there have been and may be bills introduced in the U.S.
Upon expiration of such agreements, we need to renew or replace these agreements in order to maintain our revenue base.
We enter into IP license agreements that have fixed expiration dates. Upon expiration of such agreements, we need to renew or replace these agreements in order to maintain our revenue base.
Any decrease in the amount of the dividend, or suspension or discontinuance of payment of a dividend, could cause our stock price to decline. 22 Our stock repurchase program could increase the volatility of the price of our common stock, and the program may be suspended or terminated at any time, which may cause the trading price of our common stock to decline.
Our stock repurchase program could increase the volatility of the price of our common stock, and the program may be suspended or terminated at any time, which may cause the trading price of our common stock to decline. In June 2020, our Board of Directors authorized a stock repurchase program.
We are also subject to risks associated with compliance with applicable anti-corruption laws, including the Foreign Corrupt Practices Act (FCPA), which generally prohibits companies and their employees and intermediaries from making payments to foreign officials for the purpose of obtaining an advantage or benefits, and requires public companies to maintain accurate books and records and a system of internal accounting controls.
Geopolitical factors such as terrorist activities, armed conflict, global health conditions, outbreaks or pandemics that adversely affect the global economy may adversely affect our operating results and financial condition. 15 We are also subject to risks associated with compliance with applicable anti-corruption laws, including the Foreign Corrupt Practices Act (FCPA), which generally prohibits companies and their employees and intermediaries from making payments to foreign officials for the purpose of obtaining an advantage or benefits, and requires public companies to maintain accurate books and records and a system of internal accounting controls.
Ensuring that we have adequate internal controls and procedures in place to facilitate the production of accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently.
Ensuring that we have adequate internal controls and procedures in place to facilitate the production of accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. We continually document, review and, if appropriate, improve our internal controls and procedures in connection with Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”).
These agreements may obligate us to provide different, more favorable, terms to customers, which could, if applied, result in lower revenue or otherwise adversely affect our business, financial condition, and results of operations.
We have entered into a number of license agreements with terms that differ in some respects from those contained in other agreements. These agreements may obligate us to provide different, more favorable, terms to those customers, which could, if applied, result in lower revenue or otherwise adversely affect our business, financial condition, and results of operations.
Risks Related to the Separation • We may not be able to achieve the expected benefits of the Separation, and we may not enjoy the same benefits of diversity, leverage and market reputation that we previously enjoyed as a combined company. • If the distribution, together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then we could be subject to significant tax liability. • In connection with the Separation, we assumed, and indemnified Xperi Inc. for certain liabilities.
Risks Related to the Separation • If the distribution, together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then we could be subject to significant tax liability. • In connection with the Separation, we assumed, and indemnified Xperi Inc. for certain liabilities.
These types of disputes can be asserted by our customers, prospective customers, or by other third parties as part of negotiations with us or in private actions seeking monetary damages or injunctive relief, or in regulatory actions. Any such disputes, regardless of their merit, could be difficult and costly to defend or settle and could adversely impact our revenue.
These types of disputes can be asserted by our customers, prospective customers, or by other third parties as part of negotiations with us or in private actions seeking monetary damages or injunctive relief, or in regulatory actions.
Patent and Trademark Office in the examination of U.S. patent applications, which may decrease the likelihood that we will be able to obtain patents and may increase the likelihood of challenges to patents we obtain or license. For example, our patents continue to face challenges in the U.S. from Inter Partes Review proceeding before the Patent Trial and Appeal Board.
Patent and Trademark Office in the examination of U.S. patent applications, which may decrease the likelihood that we will be able to obtain patents and may increase the likelihood of challenges to patents we obtain or license.
If we or our intermediaries fail to comply with the requirements of the FCPA or similar laws, governmental authorities could commence an investigation or seek to impose civil and criminal fines and penalties which could have a material adverse effect on our business, results of operations and financial condition. 14 Our systems, networks and business activities and those of third parties that we utilize in our operations are subject to cybersecurity and stability risks, including information technology system failures, and security breaches.
If we or our intermediaries fail to comply with the requirements of the FCPA or similar laws, governmental authorities could commence an investigation or seek to impose civil and criminal fines and penalties which could have a material adverse effect on our business, results of operations and financial condition.
If we fail to comply with these laws and regulations requiring the payment of income taxes in one or more states and foreign jurisdictions where we do business, we could be subject to significant costs, expenses, penalties and fees in which case our business would be harmed.
If we fail to comply with these laws and regulations requiring the payment of income taxes in one or more states and foreign jurisdictions where we do business, we could be subject to significant costs, expenses, penalties and fees in which case our business would be harmed. 19 Our subsidiaries have in the past recorded, and may in the future record, significant valuation allowances on our deferred tax assets, and the recording and release of such allowances may have a material impact on our results of operations.
If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements could be impaired, which could increase our operating costs and affect our ability to operate our business.
Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness. If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements could be impaired, which could increase our operating costs and affect our ability to operate our business.
Our future success will depend to a significant extent on the ability of these executives to effectively drive execution of our business strategy, and on the ability of our management team to work together effectively. 15 Our success also depends on our ability to attract, train and retain highly skilled managerial, sales, marketing, legal and finance personnel and on the abilities of new personnel to function effectively, both individually and as a group.
Our success also depends on our ability to attract, train and retain highly skilled managerial, sales, marketing, research and development, legal and finance personnel and on the abilities of new personnel to function effectively, both individually and as a group.
Our current U.S. issued patents expire at various times through the next two decades. Consequently, we need to develop or acquire successful innovations and obtain patents on those innovations, or acquire new patents from third parties, before our current patents expire. Our failure to do so could significantly harm our business, financial position, results of operations, and cash flows.
Our current U.S. issued patents expire at various times through the next two decades. Consequently, to maintain and grow our licensable portfolio of IP rights we need to develop or acquire successful innovations and obtain patents on those innovations, or acquire patents from third parties, before our current patents expire.
In certain jurisdictions we may be unable to protect our technology and IP adequately against unauthorized use, which could adversely affect our business. At times, we are engaged in disputes regarding the licensing of our IP rights, including matters related to our license fees and other terms of our licensing arrangements.
At times, we are engaged in disputes regarding the licensing of our IP rights, including matters related to our license fees and other terms of our licensing arrangements.
Our certificate of incorporation contains forum limitations for certain disputes between us and our stockholders that could limit the ability of stockholders to bring claims against us and our directors, officers and employees in jurisdictions preferred by stockholders.
Inability to use our common stock in acquisitions may hinder our ability to actively make future acquisitions and recruit talent through acquisitions and restricts the flexibility in which we can make acquisition bids. 23 Our certificate of incorporation contains forum limitations for certain disputes between us and our stockholders that could limit the ability of stockholders to bring claims against us and our directors, officers and employees in jurisdictions preferred by stockholders.
Any adverse outcome from these examinations may have a material adverse effect on our business and operating results.
Any adverse outcome from these examinations may have a material adverse effect on our business and operating results. Our ability to use net operating losses to offset future taxable income may be subject to limitations.
Some of these changes or potential changes may not be advantageous for us and may make it more difficult to obtain adequate patent protection, or to enforce our patents against parties using them without a license or payment of royalties.
Congress relating to patent law that could adversely impact our business depending on the scope of any bills that may ultimately be enacted into law. Some of these changes or potential changes may may make it more difficult to obtain adequate patent protection, or to enforce our patents against parties using them without a license or payment of royalties.
Further deterioration of trade relations between the United States and China, other trade conflicts and barriers, economic sanctions, and national security protection policies could limit or prevent existing or potential customers from doing business with us.
We may have significant expenses associated with staying apprised of and in compliance with local, state, federal, and international legislation and regulation of our business and in presenting the Company’s positions on proposed laws and regulations. 20 Further deterioration of trade relations between the United States and China, other trade conflicts and barriers, economic sanctions, and national security protection policies could limit or prevent existing or potential customers from doing business with us.
We are continually in the process of documenting, reviewing and, if appropriate, improving our internal controls and procedures in connection with Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of our internal control over financial reporting and a report by our independent registered public accountants on the effectiveness of our internal control over financial reporting.
Section 404 of SOX requires annual management assessments of the effectiveness of our internal control over financial reporting and a report by our independent registered public accountants on the effectiveness of our internal control over financial reporting.
These types of regulations are likely to differ between countries and other political and geographic divisions. Changes to these laws, or the interpretation thereof, could increase our costs, expose us to increased litigation risk, substantial defense costs and other liabilities or require us or our customers to change business practices.
It is difficult to anticipate the impact of current or future laws and regulations on our business, and changes to these laws, or the interpretation or enforcement thereof, could increase our costs, expose us to increased litigation risk, substantial defense costs and other liabilities or require us or our customers to change business practices, which could materially and adversely affect our business, financial condition, and results of operations.
We also may be exposed to customer claims, or other liability, in connection with any security breach or inadvertent disclosure. We may be required to expend significant capital or other resources to protect against the threat of security breaches, hacker attacks or system malfunctions or to alleviate and remediate problems caused by such breaches, attacks or failures.
We may be required to expend significant capital or other resources to protect against the threat of security breaches, hacker attacks or system malfunctions or to alleviate and remediate problems caused by such breaches, attacks or failures. 16 If we lose any of our key personnel or are unable to attract, train and retain qualified personnel, we may not be able to execute our business strategy effectively.
We cannot be certain that these protection mechanisms can be successfully asserted in the future or will not be invalidated or challenged. Further, the laws and enforcement regimes of certain countries may not protect our technology and IP to the same extent as do the laws and enforcement regimes of the U.S.
If we fail to use adequate mechanisms to protect our technology and IP, or if a court fails to enforce our IP rights, our business will suffer. We cannot be certain that these protection mechanisms can be successfully asserted in the future or will not be invalidated or challenged.
The financial market and monetary risks associated with our investment portfolio have had and may in the future have a material adverse effect on our financial condition, results of operations or cash flows. 18 Risks Related to Regulatory and Legal Matters New governmental regulations, new interpretations of existing laws, including legislative initiatives, or judicial or regulatory decisions regarding IP rights or the internet could cause uncertainties and result in harm to our business.
The financial market and monetary risks associated with our investment portfolio have had and may in the future have a material adverse effect on our financial condition, results of operations or cash flows.
Damages and requests for injunctive relief asserted in disputes like these could be significant and could be disruptive to our business. Due to the nature of our business, we could continue to be involved in a number of costly litigation, arbitration and administrative proceedings to enforce or defend our IP rights and to defend our licensing practices.
Due to the nature of our business, we could continue to be involved in a number of costly litigation, arbitration and administrative proceedings to enforce or defend our IP rights and to defend our licensing practices. While some companies seek licenses before they commence manufacturing and/or selling products, services or solutions that use our patented inventions, most do not.
Since July 2020, the Board has declared quarterly cash dividends of $0.05 per share.
Since July 2020, the Board of Directors has declared quarterly cash dividends of $0.05 per share. Any decrease in the amount of the dividend, or suspension or discontinuance of payment of a dividend, could cause our stock price to decline.
Removed
For example, our business may suffer if we are unable to obtain patent protection in a timely manner from the US Patent and Trademark Office. If we fail to use adequate mechanisms to protect our technology and IP, or if a court fails to enforce our IP rights, our business will suffer.
Added
The laws and enforcement regimes of certain countries may not protect our technology and IP to the same extent as do the laws and enforcement regimes of the U.S. In certain jurisdictions we may be unable to protect our technology and IP adequately against unauthorized use, which could adversely affect our business.
Removed
While some companies seek licenses before they commence manufacturing and/or selling products, services or solutions that use our patented inventions, most do not. Consequently, we proactively approach companies and seek to establish license agreements for using our inventions.
Added
Any such disputes, regardless of their merit, could be difficult and costly to defend or settle and could adversely impact our revenue and harm our reputation.
Removed
For example, in November 2024, our affiliates filed complaints against The Walt Disney Company and certain of its affiliates in the United States District Court for the District of Delaware as well as in courts in Germany, The Netherlands and Brazil alleging infringement of our patents. This and other legal or administrative actions may prove costly.
Added
Damages and requests for injunctive relief asserted in disputes like these could be significant and disruptive to our business, require significant management time and resources, and could limit or delay our ability to offer certain technologies or enter into or maintain certain license arrangements.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

7 edited+0 added−0 removed9 unchanged
Biggest changeWe also employ various defensive and continuous monitoring techniques using recognized industry frameworks and cybersecurity standards. 25 Our VP of IT meets with the audit committee quarterly to review our information technology systems and discuss key cybersecurity risks, and these matters are also presented to the board of directors annually.
Biggest changeOur VP of IT meets with the audit committee quarterly to review our information technology systems and discuss key cybersecurity risks, and these matters are also presented to the Board of Directors annually.
We use these frameworks, together with information collected from internal assessments, to develop policies and defined procedures for use of our information assets, access to specific intellectual property or technologies, and protection of personal information. We protect these information assets through industry-standard techniques, such as multifactor authentication, malware defenses and zero trust principles.
We use these frameworks, together with information collected from internal assessments, to develop policies and defined procedures for use of our information assets, access to specific intellectual property or technologies, and protection of personal information. We intend to protect these information assets through industry-standard techniques, such as multifactor authentication, malware defenses and zero trust principles.
Our information technology team periodically engages with a cross-functional group of subject matter experts and leaders to assess and refine our cybersecurity risk posture and preparedness. Governance of Cybersecurity Risk Management The board of directors, as a whole, has oversight responsibility for our strategic and operational risks.
Our information technology team periodically engages with a cross-functional group of subject matter experts and leaders to assess and refine our cybersecurity risk posture and preparedness. 24 Governance of Cybersecurity Risk Management The Board of Directors, as a whole, has oversight responsibility for our strategic and operational risks.
Our cybersecurity risk management extends to risks associated with our use of third-party service providers. We routinely conduct risk and compliance assessments of third-party service providers that request access to our information assets. We re-assess our third-party vendors in an ongoing basis. Our cybersecurity risk management is integrated into our comprehensive business continuity program and enterprise risk management.
Our cybersecurity risk management extends to risks associated with our use of third-party service providers. We routinely conduct risk and compliance assessments of third-party service providers that request access to our information assets. We re-assess our third-party vendors on an ongoing basis. Our cybersecurity risk management is integrated into our comprehensive business continuity program and enterprise risk management.
The cybersecurity firm has extensive experience is supporting firms in applied knowledge of information technology governance and security frameworks that include: ISO 27000, NIST, HITRUST, ISC2, ITIL, and COBIT. Management assesses our cybersecurity readiness through internal assessment tools as well as third-party control tests, vulnerability assessments, audits and regular evaluation against industry standards.
The cybersecurity firm has extensive experience in supporting firms in applied knowledge of information technology governance and security frameworks that include, for example: ISO 27000, NIST, HITRUST, ISC2, ITIL, and COBIT. Management assesses our cybersecurity readiness through internal assessment tools as well as third-party control tests, vulnerability assessments, audits and regular evaluation against industry standards.
Item 1C. Cybersecurity Cybersecurity Risk Management and Strategy Our cybersecurity risk management is integrated in our overall risk management program and is based on recognized cybersecurity industry frameworks and standards , including those from the National Institute of Standards and Technology, and the International Organization for Standardization.
Item 1C. Cybersecurity Cybersecurity Risk Management and Strategy Our cybersecurity risk management is integrated in our overall risk management program and is based on recognized cybersecurity industry frameworks and standards , including those from the National Institute of Standards and Technology (NIST), and the International Organization for Standardization (ISO).
We have governance and compliance structures that are designed to elevate issues relating to cybersecurity to management and the audit committee, such as potential threats or vulnerabilities.
We have governance and compliance structures that are designed to elevate issues relating to cybersecurity to management and the audit committee, such as potential threats or vulnerabilities. We also employ various defensive and continuous monitoring techniques using recognized industry frameworks and cybersecurity standards.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

14 edited+22 added−16 removed3 unchanged
Biggest changeOn January 27, 2025, The Walt Disney Company (Brasil) LTDA filed a patent invalidity lawsuit against Adeia Inc., Adeia Guides Inc. and the Brazilian Patent and Trademark Office in Rio de Janeiro Federal Court, Brazil, alleging the Brazilian Asserted Patents are invalid. Item 4. Mine Saf ety Disclosures Not applicable. 28 PART II
Biggest change(collectively, “Adeia Brazil Invalidity Defendants”) at the Brazilian Patent and Trademark Office in Rio de Janeiro Federal Court, Brazil, alleging the Brazil Asserted Patents are invalid. On December 23, 2025, Disney Brazil filed a request to terminate the proceeding following settlement between the parties. The Court has yet to rule on the request to terminate the case.
Patent Infringement Litigation In the ordinary course of our IP licensing business, we engage in litigation to protect our IP from infringement. While litigation is never our preference, and we prefer to reach mutually agreeable commercial licensing arrangements with third parties, it is sometimes a necessary step to effectively protect our investment in our IP.
Patent Infringement Litigation In the ordinary course of our business, we engage in litigation to protect our IP from infringement. While litigation is never our preference, and we prefer to reach mutually agreeable commercial licensing arrangements with third parties, it is sometimes a necessary step to effectively protect our investment in our IP.
Disney Patent Infringement Litigation On November 7, 2024, Adeia Technologies, Inc., Adeia Guides Inc., and Adeia Media Holdings LLC filed a complaint against The Walt Disney Company, Disney Media and Entertainment Distribution LLC, Disney DTC LLC, Disney Streaming Services LLC, Disney Entertainment & Sports LLC, Disney Platform Distribution, Inc., BAMTech, LLC, Hulu, LLC, and ESPN, Inc. (collectively, “Disney U.S.
Disney Patent Infringement Litigation U.S Litigation On November 7, 2024, Adeia Technologies, Inc., Adeia Guides Inc., and Adeia Media Holdings LLC (collectively “Adeia”) filed a complaint against The Walt Disney Company, Disney Media and Entertainment Distribution LLC, Disney DTC LLC, Disney Streaming Services LLC, Disney Entertainment & Sports LLC, Disney Platform Distribution, Inc., BAMTech, LLC, Hulu, LLC, and ESPN, Inc.
(together “Shaw”) in the United States District Court for the Southern District of New York, alleging breach of contract by Shaw for failure to pay royalties owed to Adeia Media under the license agreement between the parties. On October 8, 2024, Shaw filed a motion to dismiss the complaint. The Court has yet to rule on Shaw’s motion to dismiss.
(together “Shaw”) in the United States District Court for the Southern District of New York, alleging breach of contract by Shaw for failure to pay royalties owed to Adeia Media under the license agreement between the parties. On October 8, 2024, Shaw filed a motion to dismiss the complaint.
As a result of these lawsuits, defendants have often filed Inter Partes Review (“IPR”) petitions with the U.S. Patent Office’s Patent Trial and Appeal Board (and other similar post-grant proceedings outside of the U.S.) seeking to invalidate one or more of our patents. We are currently engaged in multiple lawsuits with several third parties.
As a result of these lawsuits, defendants have often filed Inter Partes Review (“IPR”) petitions with the U.S. Patent Office’s Patent Trial and Appeal Board (and other similar post-grant proceedings outside of the U.S.) seeking to invalidate one or more of our patents.
On September 30, 2022, Defendants filed a motion for bifurcation, asking the Federal Court of Canada to bifurcate the case into two phases: a first phase related to liability and injunction and second phase addressing damages if liability is found. The Court held a hearing on the motion for bifurcation on December 12, 2022.
(collectively, “Defendants”) in Toronto, Canada, alleging infringement of four patents (the “Bell Litigation”). On September 30, 2022, Defendants filed a motion for bifurcation, asking the Federal Court of Canada to bifurcate the case into two phases: a first phase related to liability and injunction and second phase addressing damages if liability is found.
On February 15, 2023, the Court issued an order granting the motion for bifurcation in which the Court bifurcated the liability and injunction phase from the damages quantification phase of the case. The trial is scheduled to start on April 28, 2025.
On February 15, 2023, the Court issued an order granting the motion for bifurcation in which the Court bifurcated the liability and injunction phase from the damages quantification phase of the case. The trial commenced on April 28, 2025. Closing arguments were held June 2-4, 2025.
Shaw Breach of Contract Litigation On October 2, 2023, Adeia Guides Inc., Adeia Media Solutions Inc., and Adeia Media Holdings LLC (collectively, “Adeia Media”) filed a complaint against Shaw Cablesystems G.P. and Shaw Satellite G.P.
There is no set deadline for the Federal Court of Canada to issue a decision. Shaw Breach of Contract Litigation On October 2, 2023, Adeia Guides Inc., Adeia Media Solutions Inc., and Adeia Media Holdings LLC (collectively, “Adeia Media”) filed a complaint against Shaw Cablesystems G.P. and Shaw Satellite G.P.
On November 7, 2024, Adeia Guides filed a complaint against the Disney Europe Defendants in the UPC The Hague Local Division, The Netherlands, alleging infringement of one patent.
On November 7, 2024, Adeia Guides filed a complaint against the Disney Europe Defendants in the UPC The Hague Local Division, The Netherlands, alleging infringement of one patent. On December 23, 2025, Adeia Guides filed a request to withdraw the complaint following settlement between the parties. The Court has terminated the case.
On November 7, 2024, Adeia Solutions LLC filed a complaint against The Walt Disney Company Benelux (BV), Disney Interactive Studios, Inc., and The Walt Disney Company Limited (collectively, “Disney Europe Defendants”) in the Regional Court of Munich, Germany, alleging infringement of one patent. Disney Europe Defendants’ answer to the complaint is due June 30, 2025.
The PTAB has terminated all six IPR petitions. 26 European Litigation On November 7, 2024, Adeia Solutions LLC filed a complaint against The Walt Disney Company Benelux (B.V.), Disney Interactive Studios, Inc., and The Walt Disney Company Limited (collectively, “Disney Europe Defendants”) in the Regional Court of Munich, Germany, alleging infringement of one patent (“German Patent”).
On July 27, 2021, Adeia Media filed a patent infringement complaint against Bell Canada and four of its affiliates, Telefonaktiebolaget L M Ericsson, Ericsson Canada Inc., and MK Systems USA Inc. and MK Mediatech Canada Inc. (collectively, “Defendants”) in Toronto, Canada, alleging infringement of four patents (“Bell 2”).
Bell and Telus Patent Infringement Litigation On July 27, 2021, Adeia Guides and Adeia Media Holdings LLC (formerly known as TiVo LLC) (together, “Adeia Media”) filed a patent infringement complaint against Bell Canada and four of its affiliates, Telefonaktiebolaget L M Ericsson, Ericsson Canada Inc., and MK Systems USA Inc. and MK Mediatech Canada Inc.
On November 7, 2024, Adeia Guides Inc. (“Adeia Guides”) filed a complaint against the Disney Europe Defendants in the Unified Patent Court (“UPC”) Munich Local Division, Germany, alleging infringement of one patent. Disney Europe Defendants’ answer to the complaint is due March 11, 2025.
(“Adeia Guides”) filed a complaint against the Disney Europe Defendants in the Unified Patent Court (“UPC”) Munich Local Division, Germany, alleging infringement of one patent. On December 23, 2025, Adeia Guides filed a request to withdraw the complaint following settlement between the parties. The Court has terminated the case.
Videotron Patent Infringement Litigation On June 23, 2017, Adeia Guides Inc. (formerly known as Rovi Guides, Inc.) and Adeia Media Solutions Inc. (formerly known as TiVo Solutions Inc.) (together, “Adeia Media”) filed a patent infringement complaint against Videotron Ltd. and Videotron G.P. (together, “Videotron”) in Toronto, Canada, alleging infringement of six patents (“Videotron 1”).
We are currently engaged in multiple lawsuits with several third parties. 25 Videotron Patent Infringement Litigation On May 21, 2021, Adeia Guides Inc. (formerly known as Rovi Guides, Inc.) (“Adeia Guides”) filed a patent infringement complaint against Videotron Ltd. (“Videotron”) in Toronto, Canada, alleging infringement of four patents (the “Videotron Litigation”). The trial commenced on February 3, 2025.
Disney Europe Defendants’ answer to the complaint is due March 5, 2025. 27 On November 11, 2024, Adeia Guides filed a complaint against The Walt Disney Company (Brasil) LTDA in Rio de Janeiro State Court, Brazil, alleging infringement of four patents (“Brazilian Asserted Patents”). Disney’s answer to the complaint was filed on January 27, 2025.
(collectively, “Adeia Brazil Plaintiffs”) filed a complaint against The Walt Disney Company (Brasil) LTDA (“Disney Brazil”) in Rio de Janeiro State Court, Brazil, (“Trial Court”) alleging infringement of four patents (the “Brazil Asserted Patents”) and seeking a preliminary injunction against Disney Brazil for infringement of one of the four Brazil Asserted Patents.
Removed
On June 10, 2022, the Federal Court of Canada issued its decision in the case finding in favor of Videotron and its legacy “illico” platform. Specifically, the Court found invalid each of the asserted claims related to the four remaining patents involved in the case.
Added
On October 24, 2025, the Federal Court of Canada issued a decision in the case and awarded Adeia Guides a permanent injunction, finding that Videotron’s Helix, illico+ and illico video platforms infringe an Adeia Guides patent. The Court also ruled that Videotron’s Helix video platform infringes an additional Adeia Guides patent and awarded Adeia Guides damages for both patents.
Removed
In Canada, the prevailing party in patent litigation is entitled to reimbursement of certain of its costs and expenses. Accordingly, we paid $2.5 million for expense reimbursement in the fourth quarter of 2022.
Added
Two other patents asserted in the case were found invalid. On November 24, 2025, Adeia Guides filed a Notice of Appeal with the Federal Court of Appeal of Canada appealing portions of the decision of the Federal Court of Canada. On December 4, 2025, Videotron filed a Notice of Cross-Appeal.
Removed
On September 12, 2022, Adeia Media filed a notice of appeal with the Federal Court of Appeal of Canada appealing the decision of the Federal Court of Canada. On January 30, 2023, Adeia Media filed its opening memorandum of fact and law. Videotron filed its memorandum of fact and law on April 17, 2023.
Added
No date has been set yet for a hearing on the appeal.
Removed
On November 28, 2023, the Federal Court of Appeal of Canada held a hearing on the appeal and took the matter under reserve. On August 6, 2024, the Federal Court of Appeal of Canada issued a judgment in the appeal in which it dismissed the appeal.
Added
On September 29, 2025, the Court denied Shaw’s motion to dismiss Adeia Media Companies’ breach of contract claim and granted Shaw’s motion to dismiss the declaratory relief claim as duplicative. On October 14, 2025, Shaw filed its answer to the complaint. Discovery is ongoing. The trial date has not been set.
Removed
On May 21, 2021, Adeia Media filed a separate patent infringement complaint against Videotron in Toronto, Canada, alleging infringement of four patents (“Videotron 2”). On July 21, 2021, the Federal Court of Canada held a case management conference in Videotron 2, shortly before which Videotron filed a motion to strike various portions of the statement of claim.
Added
(collectively, “Disney U.S. Defendants”) in the United States District Court for the District of Delaware, alleging infringement of six patents (“U.S. Asserted Patents”). On December 29, 2025, the Court granted the parties’ Joint Stipulation and Order of Dismissal, dismissing the case with prejudice. On October 31, 2025, Disney U.S.
Removed
On March 22, 2022, the Court issued an order on Videotron’s motion to strike, dismissing the motion in its entirety. On April 1, 2022, Videotron filed an appeal of the Court’s order dismissing Videotron’s motion to strike.
Added
Defendants filed three petitions for IPR before the Patent Trial and Appeal Board (“PTAB”) of the U.S. Patent and Trademark Office – one petition against each of three of the U.S. Asserted Patents. On November 5, 2025, Disney U.S. Defendants filed two petitions for IPR – one petition against each of two additional U.S. Asserted Patents.
Removed
On June 30, 2022, the Court of Appeal issued its decision in Videotron’s appeal in which it ruled in Adeia Media’s favor and dismissed Videotron’s appeal.
Added
On November 7, 2025, Disney U.S. Defendants filed one petition for IPR against the last of the six U.S. Asserted Patents. On December 24, 2025, following the settlement between the parties, Disney U.S. Defendants filed an Unopposed Motion to Dismiss the Proceeding Pre-Institution in each of the six IPRs.
Removed
The trial commenced on February 3, 2025. 26 Bell and Telus Patent Infringement Litigation On January 19, 2018, Adeia Media filed a patent infringement complaint against Bell Canada (and four of its affiliates) (collectively, “Bell”) in Toronto, Canada, alleging infringement of six patents (“Bell 1”).
Added
On December 23, 2025, Adeia Solutions LLC filed a request to withdraw the complaint following settlement between the parties. The Court has terminated the case. On June 23, 2025, The Walt Disney Company Benelux (B.V.) filed a nullity action in the German Federal Patent Court, challenging the validity of the German Patent.
Removed
On February 2, 2018, Adeia Media filed a patent infringement complaint against Telus Corporation (and two of its affiliates) (collectively, “Telus”) in Toronto, Canada, alleging infringement of the same six patents (“Telus 1”). Bell 1 and Telus 1 were heard together for purposes of pre-trial and trial proceedings.
Added
On December 24, 2025, The Walt Disney Company Benelux (B.V.) filed a brief requesting withdrawal of the nullity action following settlement between the parties. The Court has terminated the case. On November 7, 2024, Adeia Guides Inc.
Removed
On October 7, 2022, the Federal Court of Canada issued its decision in the two cases finding in favor of Bell and Telus and their respective IPTV services, Bell Fibe TV and Telus Optik TV. Specifically, the Court found invalid each of the asserted claims of the four remaining patents involved in the case.
Added
Brazil Litigation On November 11, 2024, Adeia Inc. and Adeia Guides Inc.
Removed
In Canada, the prevailing party in patent litigation is entitled to reimbursement of certain of its costs and expenses. Accordingly, we paid $2.8 million for expense reimbursement in the second quarter of 2023.
Added
On December 23, 2025, Adeia Brazil Plaintiffs filed a request to terminate the case following settlement between the parties. The Court has terminated the case. On January 27, 2025, Disney Brazil filed a patent invalidity lawsuit against Adeia Inc. and Adeia Guides Inc.
Removed
On November 7, 2022, Adeia Media filed a notice of appeal with the Federal Court of Appeal of Canada appealing the decision of the Federal Court of Canada. On June 2, 2023, Adeia Media filed its opening memorandum of fact and law. Bell and Telus filed a combined memorandum of fact and law on August 18, 2023.
Added
AMD Patent Infringement Litigation On November 3, 2025, Adeia Semiconductor Bonding Technologies Inc., Adeia Semiconductor Inc., and Adeia Semiconductor Solutions LLC (collectively, “Adeia Semi”) filed a patent infringement complaint against Advanced Micro Devices, Inc. (“AMD”) in the United States District Court for the Western District of Texas (“WDTX 1 Litigation”), alleging infringement of six patents.
Removed
On November 29, 2023, the Federal Court of Appeal of Canada held a hearing on the appeal and took the matter under reserve. On August 6, 2024, the Federal Court of Appeal of Canada issued a judgment in the appeal in which it dismissed the appeal.
Added
On January 8, 2026, AMD filed a Motion to Dismiss the complaint. On January 22, 2026, Adeia Semi filed its opposition to AMD’s Motion to Dismiss. On January 29, 2026, AMD filed its reply on the Motion to Dismiss. There is no set deadline for the Court to rule on AMD’s Motion to Dismiss.
Removed
The Defendants filed a motion to strike various portions of the statement of claim in Bell 2. On March 22, 2022, the Court issued an order on Defendants’ motion to strike, dismissing-in-part and granting-in-part. On April 1, 2022, the Defendants filed a Notice of Motion to Appeal the Court’s order on Defendants’ motion to strike.
Added
No dates have been set by the Court. On November 3, 2025, Adeia Semiconductor Bonding Technologies Inc. filed a separate patent infringement complaint against AMD in the United States District Court for the Western District of Texas (“WDTX 2 Litigation”), alleging infringement of four patents.
Removed
On June 30, 2022, the Court of Appeal issued its decision in Defendants' appeal in which it ruled in Adeia Media's favor and dismissed Defendants’ appeal.
Added
On January 9, 2026, the Court granted AMD’s unopposed motion to stay the proceedings pending a final resolution of the ITC Litigation No. 337-TA-1465 (see below).
Removed
Defendants”) in the United States District Court for the District of Delaware, alleging infringement of six patents. On January 16, 2025, Disney U.S. Defendants filed a motion to dismiss two of the six asserted patents as invalid under 35 U.S.C. §101. Adeia’s opposition to the motion to dismiss was filed on February 13, 2025.
Added
On November 17, 2025, Adeia Semiconductor Bonding Technologies Inc. filed a patent infringement complaint against Advanced Micro Devices, Inc., Lenovo (United States) Inc., Lenovo Group Limited, Lenovo Information Products (Shenzhen) Co., Ltd., and Super Micro Computer, Inc. in the International Trade Commission (“ITC Litigation”), alleging infringement of the same four patents asserted in the WDTX 2 Litigation.
Added
On December 16, 2025, the ITC issued a Notice of Institution of Investigation, assigning the case Investigation No. 337-TA-1465. The evidentiary hearing is set for October 26-30, 2026. The Final Initial Determination shall issue by February 19, 2027.
Added
The target date for completion of investigation is set for June 21, 2027. 27 DIRECTV Litigation NDCA Declaratory Judgment Action On December 29, 2025, DIRECTV LLC (“DIRECTV”) filed a complaint against Adeia Inc, Adeia Guides Inc., Adeia Media Holdings LLC, Adeia Technologies Inc. and Adeia Media Solutions Inc.
Added
(collectively, “Adeia Media”) in the United States District Court for the Northern District of California seeking a declaratory judgment of noninfringement of seven Adeia Media patents and a declaratory judgement of invalidity of three different Adeia Media patents (“NDCA DJ Action”). Adeia Media’s response to the complaint is due March 13, 2026.
Added
No other dates have been set by the Court. SDNY Breach of Contract and Misappropriation of Trade Secrets Action On January 12, 2026, Adeia Media filed a complaint against DIRECTV in the United States District Court for the Southern District of New York alleging Breach of Contract and Misappropriation of Trade Secrets Pursuant to The Defend Trade Secrets Act.
Added
DIRECTV’s response to the complaint is due March 27, 2026. On January 15, 2026, Adeia Media filed a Motion for Preliminary Injunction, requesting that the Court order DIRECTV to withdraw its NDCA DJ Action and cease its misuse of Adeia’s confidential information. On February 10, 2026, DIRECTV filed its response to Adeia Media’s Motion for Preliminary Injunction .
Added
On February 23, 2026, Adeia Media filed its reply to DIRECTV’s response. No other dates have been set by the Court. Item 4. Mine Saf ety Disclosures Not applicable. 28 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+2 added−3 removed2 unchanged
Biggest changeStock Repurchases The following table summarizes repurchases of our common stock during the three months ended December 31, 2024: Total number of shares purchased Average price paid per share Total number of shares purchased as part of our share repurchase program (1) Approximate dollar value of shares that may yet be purchased under our share repurchase program (1) (in thousands, except share price) October 1, 2024 – October 31, 2024 — — — — November 1, 2024 – November 30, 2024 — — — — December 1, 2024 – December 31, 2024 1,435 13.95 1,435 179,979 Total 1,435 $ 13.95 1,435 $ 179,979 (1) On June 12, 2020, our Board of Directors approved a new stock repurchase plan (the “Plan”) providing for the repurchase of up to $150.0 million of our common stock dependent on market conditions, share price and other factors.
Biggest changeThe following table summarizes repurchases of our common stock during the three months ended December 31, 2025: Total number of shares purchased Average price paid per share Total number of shares purchased as part of our share repurchase program (1) Approximate dollar value of shares that may yet be purchased under our share repurchase program (1) (in thousands, except share price) October 1, 2025 – October 31, 2025 — $ — — $ — November 1, 2025 – November 30, 2025 718 $ 13.94 718 $ 159,958 December 1, 2025 – December 31, 2025 — $ — — $ — Total 718 $ 13.94 718 $ 159,958 (1) In October 2024, our Board of Directors approved an increase of the existing share repurchase authorization up to a total of $200.0 million.
The graph and table assume that $100 was invested on June 2, 2020 in each of our common stock, the Nasdaq Composite Index, the Russell 2000 Index and the S&P 500, and that all dividends were reinvested.
The graph and table assume that $100 was invested on December 31, 2020 in each of our common stock, the Nasdaq Composite Index, the Russell 2000 Index and the S&P 500, and that all dividends were reinvested.
As of December 31, 2024, the total remaining amount available for repurchase under the Plan was $180.0 million. 29 Stock Performance Graph The following graph shows a comparison of total stockholder return for holders of our common stock, the Nasdaq Composite Index, the Russell 2000 Index and the S&P 500 from June 2, 2020 through December 31, 2024.
As of December 31, 2025, the total remaining amount available for repurchase under the Plan was $160.0 million. 29 Stock Performance Graph The following graph shows a comparison of total stockholder return for holders of our common stock, the Nasdaq Composite Index, the Russell 2000 Index and the S&P 500 from December 31, 2020 through December 31, 2025.
Following the separation of Xperi Holding Corporation’s product business, and effective at the open of business on October 3, 2022, Adeia Inc.’s shares of common stock began trading on Nasdaq under the new ticker symbol “ADEA”. As of February 7, 2025, there were 107,508,991 outstanding shares of common stock held by 333 stockholders of record.
Following the separation of Xperi Holding Corporation’s product business, and effective at the open of business on October 3, 2022, Adeia Inc.’s shares of common stock began trading on Nasdaq under the new ticker symbol “ADEA”. As of February 6, 2026, there were 109,052,507 outstanding shares of common stock held by 333 stockholders of record.
The Company’s performance through September 30, 2022 has been adjusted to reflect the impact of the separation of the Company’s product business, which occurred on October 1, 2022 and is reflected in the table below as a special dividend.
The Company’s performance through September 30, 2022 has been adjusted to reflect the impact of the separation of the Company’s product business, which occurred on October 1, 2022 and is reflected in the table below as a special dividend. This graphic comparison is presented pursuant to Item 201 of Regulation S-K.
In October 2024, our Board of Directors approved an increase of the existing share repurchase authorization up to a total of $200.0 million. The stock repurchases may be made from time to time, through solicited or unsolicited transactions in the open market, in privately negotiated transactions, or pursuant to a Rule 10b5-1 plan.
The stock repurchases may be made from time to time, through solicited or unsolicited transactions in the open market, in privately negotiated transactions, or pursuant to a Rule 10b5-1 plan.
This graphic comparison is presented pursuant to Item 201 of Regulation S-K. 6/2/2020 12/31/2020 12/31/2021 12/30/2022 12/31/2023 12/31/2024 Adeia Inc. $100.00 $154.70 $139.97 $121.72 $159.08 $179.50 Nasdaq Composite $100.00 $134.14 $162.83 $108.93 $156.23 $200.98 Russell 2000 Index $100.00 $139.25 $158.32 $124.19 $142.93 $157.25 S&P 500 $100.00 $121.92 $154.70 $124.63 $154.82 $190.91 This section is not “soliciting material,” is not deemed “filed” with the SEC and is not incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (“Exchange Act”), whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
The comparisons in the graphs below are based on historical data and are not indicative of, nor intended to forecast, future performance of our common stock. 12/31/2020 12/31/2021 12/30/2022 12/31/2023 12/31/2024 12/31/2025 Adeia Inc. $100.00 $90.48 $78.37 $102.83 $116.03 $143.17 Nasdaq Composite $100.00 $121.39 $81.21 $116.47 $149.83 $180.33 Russell 2000 Index $100.00 $113.69 $89.18 $102.64 $112.93 $125.68 S&P 500 $100.00 $126.89 $102.22 $126.99 $156.59 $182.25 This section is not “soliciting material,” is not deemed “filed” with the SEC and is not incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (“Exchange Act”), whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Removed
We anticipate that all quarterly dividends and stock repurchases will be paid out of cash, cash equivalents and short-term investments.
Added
Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination of our Board of Directors. Stock Repurchases In June 2020, our Board of Directors authorized the Plan which was subsequently amended in April 2021 and most recently in October 2024.
Removed
No expiration has been specified for this Plan. On April 22, 2021, our Board of Directors authorized an additional $100.0 million of purchases under the Plan, under which $172.2 million was utilized for stock repurchases, leaving the total authorized amount available for repurchase under the Plan at $77.8 million.
Added
During the year ended December 31, 2025, we repurchased a total of approximately 1.5 million shares of common stock, at an average price of $13.55 per share for a total cost of $20.0 million. We may continue to execute authorized repurchases from time to time under the Plan.
Removed
There is no guarantee that such repurchases under the program will enhance the value of our stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

66 edited+21 added−26 removed30 unchanged
Biggest changeThe decrease of $15.5 million was primarily attributable to the execution of long-term license agreements with Kioxia and Western Digital in the first quarter of 2023 and the execution of the long-term renewal of a license agreement with Samsung in the third quarter of 2023, partially offset by a settlement agreement and multi-year renewal with X Corp. for access to our media portfolio that occurred in the second quarter of 2024 and the execution of the multi-year license agreement with Amazon in the fourth quarter of 2024. 33 Research and Development Research and development expense (“R&D expense”) consists primarily of personnel costs, stock-based compensation, outside engineering consulting expenses associated with new IP development, as well as costs related to patent applications and examinations, reverse engineering, materials, supplies and an allocation of facilities costs.
Biggest changeResearch and Development Research and development (“R&D”) costs consist primarily of personnel costs, stock-based compensation, outside engineering consulting expenses associated with new IP development, as well as costs related to patent applications and examinations, reverse engineering, materials, supplies and an allocation of facilities costs. All R&D costs are expensed as incurred.
In October 2024, our Board of Directors approved an increase of the existing share repurchase authorization up to a total of $200.0 million. The stock repurchases may be made from time to time, through solicited or unsolicited transactions in the open market, in privately negotiated transactions, or pursuant to a Rule 10b5-1 plan.
Stock Repurchase Plan In October 2024, our Board of Directors approved an increase to the existing share repurchase authorization up to a total of $200.0 million. The stock repurchases may be made from time to time, through solicited or unsolicited transactions in the open market, in privately negotiated transactions, or pursuant to a Rule 10b5-1 plan.
Cash Flows from Operating Activities Cash flows provided by operations were $212.5 million for the year ended December 31, 2024, primarily due to our net income of $64.6 million being adjusted for non-cash items of amortization of intangible assets of $70.7 million, stock-based compensation expense of $26.6 million, amortization of debt issuance costs of $3.5 million, depreciation of $2.1 million, partially offset by the change in deferred income tax of $(7.1) million, and $53.2 million net change in operating assets and liabilities.
Cash flows provided by operations were $212.5 million for the year ended December 31, 2024, primarily due to our net income of $64.6 million being adjusted for non-cash items of amortization of intangible assets of $70.7 million, stock-based compensation expense of $26.6 million, amortization of debt issuance costs of $3.5 million, depreciation of $2.1 million, partially offset by the change in deferred income tax of $(7.1) million, and $53.2 million net change in operating assets and liabilities.
In addition to the cash requirements outlined above, we have returned cash to stockholders through both quarterly dividend payments and repurchases of our common stock under our stock repurchase plan, as further described below: Quarterly Dividends In 2024 and 2023, we paid quarterly dividends of $0.05 per share in each of the March, June, September and December quarterly periods.
In addition to the cash requirements outlined above, we have returned cash to stockholders through both quarterly dividend payments and repurchases of our common stock under our stock repurchase plan, as further described below: Quarterly Dividends In 2025 and 2024, we paid quarterly dividends of $0.05 per share in each of the March, June, September and December quarterly periods.
Cash Flows from Investing Activities Net cash used in investing activities was $24.0 million for the year ended December 31, 2024, primarily related to purchases of short-term investments in marketable securities of $33.2 million, and purchases of long-lived assets of $22.3 million, partially offset by maturities of marketable securities of $31.5 million.
Net cash used in investing activities was $24.0 million for the year ended December 31, 2024, primarily related to purchases of short-term investments in marketable securities of $33.2 million, and purchases of long-lived assets of $22.3 million, partially offset by maturities of marketable securities of $31.5 million.
Consequently, on October 1, 2022, we recognized a guarantee liability of $19.7 million which represents the fair value of our 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 our results of operations.
Consequently, on October 1, 2022, we recognized a guarantee liability 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 our results of operations.
A discussion regarding 2022 items and year-to-year comparisons of 2023 against 2022 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
A discussion regarding 2023 items and year-to-year comparisons of 2024 against 2023 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Headquartered in Silicon Valley with more than 35 years of operating experience, we have approximately 150 employees, with substantially all of our employees located in the U.S. Macroeconomic Conditions Macroeconomic conditions due to inflation, geopolitical instability and global health events had in the past, and may in the future have, an adverse impact on our business.
Headquartered in Silicon Valley with more than 35 years of operating experience, we have approximately 150 full-time employees, with substantially all of our employees located in the U.S. Macroeconomic Conditions Macroeconomic conditions due to inflation, geopolitical instability and global health events have in the past, and may in the future have, an adverse impact on our business.
Loss on Debt Extinguishment During the year ended December 31, 2024, we recognized $0.5 million associated with the repricing of our Term Loan B and there were no such costs in 2023. Refer to discussion below for further detail on the repricing of our Term Loan B.
Loss on Debt Extinguishment During the year ended December 31, 2024, we recognized $0.5 million associated with the repricing of our Term Loan B. There were no such costs in 2025. Refer to discussion below for further detail on the repricing of our Term Loan B.
Our capacity to pay dividends in the future depends on many factors, including our financial condition, results of operations, capital requirements, capital structure, industry practice and other business conditions that the Board of Directors considers relevant. We anticipate that all quarterly dividends will be paid out of cash, cash equivalents and short-term investments in marketable securities.
Our capacity to pay dividends in the future depends on many factors, including our financial condition, results of operations, capital requirements, capital structure, industry practice and other business conditions that the Board of Directors considers relevant. We anticipate that any quarterly dividends if and when paid, will be paid out of cash, cash equivalents and short-term investments in marketable securities.
Cash Flows from Financing Activities Net cash used in financing activities was $164.2 million for the year ended December 31, 2024 principally due to $114.2 million in repayment of indebtedness, $21.8 million in dividends paid, $20.0 million in repurchases of common stock ($1.3 million in repurchases of common stock were pending settlement as of December 31, 2024), and $12.8 million in repurchases of common stock for tax withholdings on equity awards, partially offset by $3.2 million in proceeds from our employee stock purchase program and exercise of stock options.
Cash Flows from Financing Activities Net cash used in financing activities was $123.5 million for the year ended December 31, 2025 principally due to $60.4 million in repayment of indebtedness, $21.8 million in dividends paid, $20.0 million in repurchases of common stock ($1.3 million in repurchases of common stock were pending settlement as of December 31, 2024), and $22.5 million in repurchases of common stock for tax withholdings on equity awards, partially offset by $2.4 million in proceeds from our employee stock purchase program and exercise of stock options. 37 Net cash used in financing activities was $164.2 million for the year ended December 31, 2024 principally due to $114.2 million in repayment of indebtedness, $21.8 million in dividends paid, $20.0 million in repurchases of common stock ($1.3 million in repurchases of common stock were pending settlement as of December 31, 2024), and $12.8 million in repurchases of common stock for tax withholdings on equity awards, partially offset by $3.2 million in proceeds from our employee stock purchase program and exercise of stock options.
For the years ended December 31, 2024 and 2023, respectively, we did not recognize any significant interest or penalties. See “Note 15 – Income Taxes ” of the Notes to Consolidated Financial Statements for additional detail. 40
For the years ended December 31, 2025 and 2024, respectively, we did not recognize any significant interest or penalties. See “Note 14 – Income Taxes ” of the Notes to Consolidated Financial Statements for additional detail. 40
This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons of 2024 against 2023.
This section of this Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons of 2025 against 2024.
Based on certain leverage ratios and the voluntary prepayments we made during the year ended December 31, 2024, no excess cash flow payment is required in 2025. The term loan B facility contains customary covenants, and as of December 31, 2024, we were in full compliance with such covenants.
Based on certain leverage ratios and the voluntary prepayments the Company made during the year ended December 31, 2024, no excess cash flow payments were required for the years ended December 31, 2025 and 2024. The term loan B facility contains customary covenants, and as of December 31, 2025, we were in full compliance with such covenants.
The primary judgments include identifying the performance obligations in the contract, 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, determining standalone selling price and allocating consideration in a contract with multiple performance obligations.
The primary judgments 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, and estimating quarterly royalties prior to receiving the royalty reports from the licensee.
We believe that this structure reflects our current operational and financial management and provides the best structure for us to focus on growth opportunities. Our Chief Executive Officer has been determined to be the Chief Operating Decision Maker (“CODM”) in consideration with the authoritative guidance on segment reporting.
Reportable Segments We operate and report in one segment: IP Licensing. We believe that this structure reflects our current operational and financial management and provides the best structure for us to focus on growth opportunities. Our Chief Executive Officer has been determined to be the Chief Operating Decision Maker (“CODM”) in consideration with the authoritative guidance on segment reporting.
See “Note 2 – Summary of Significant Accounting Policies ” and “Note 4 – Revenue ” of the Notes to Consolidated Financial Statements for a full description of our accounting policies. 39 Revenue recognition We derive the majority of our revenue from the licensing of our intellectual property (“IP”) rights to customers.
See “Note 2 – Summary of Significant Accounting Policies ” and “Note 4 – Revenue ” of the Notes to Consolidated Financial Statements for a full description of our accounting policies. 38 Revenue recognition We derive the majority of our revenue from the licensing of our IP rights to customers.
Although a significant portion of our revenue is derived from fixed-fee and minimum-guarantee arrangements from large, well-capitalized customers, our per-unit and variable-fee based revenue will continue to be susceptible to global health concerns, outbreaks, pandemics, armed conflict, geopolitical factors, tariffs, market volatility, labor shortages, supply chain disruptions, microchip shortages, changes in demand for semiconductors and market downturns. 31 Reportable Segments We operate and report in one segment: IP Licensing.
Although a significant portion of our revenue is derived from fixed-fee and minimum-guarantee arrangements from large, well-capitalized customers, our per-unit and variable-fee based revenue will continue to be susceptible to global health concerns, outbreaks, pandemics, armed conflict, geopolitical factors, trade regulations and tariffs, market volatility, labor shortages, supply chain disruptions, microchip shortages, changes in demand for semiconductors and market downturns.
Business Overview Adeia Inc. (formerly known as Xperi Holding Corporation) (“Adeia”, “we”) is a leading IP licensing platform in the consumer and entertainment space, with a diverse portfolio of media and semiconductor intellectual property and approximately 12,250 patents and patent applications worldwide.
Business Overview Adeia Inc. (formerly known as Xperi Holding Corporation) (“Adeia”, “we”) is a leading IP licensing platform in the consumer and entertainment space, with an extensive portfolio of media and semiconductor intellectual property and approximately 13,750 media and semiconductor patent assets worldwide.
Our material cash requirements include the following contractual and other obligations: Debt As of December 31, 2024, we had outstanding long-term debt in an aggregate principal amount of $487.1 million, with a minimum of $28.1 million payable within 12 months.
Our material cash requirements include the following contractual and other obligations: Debt As of December 31, 2025, we had outstanding long-term debt in an aggregate principal amount of $426.7 million, with a minimum of $24.4 million payable within the next 12 months.
We account for uncertain tax positions in accordance with authoritative guidance related to income taxes. The calculation of our unrecognized tax benefits involves dealing with uncertainties in the application of complex tax regulations. As such, we are required to make many subjective assumptions and judgments regarding our income tax exposures.
The calculation of our unrecognized tax benefits involves dealing with uncertainties in the application of complex tax regulations. As such, we are required to make many subjective assumptions and judgments regarding our income tax exposures.
This increase resulted primarily from $212.5 million of cash generated from operations and $3.2 million in proceeds from our employee stock purchase program and exercise of stock options, partially offset by $114.2 million in repayment of long-term debt, $22.3 million in purchases of long-lived assets, $21.8 million in dividends paid, $20.0 million in repurchases of common stock ($1.3 million in repurchases of common stock were pending settlement as of December 31, 2024), and $12.8 million in repurchases of common stock for tax withholdings on equity awards.
This increase resulted primarily from $158.1 million of cash generated from operations and $2.4 million in proceeds from our employee stock purchase program and exercise of stock options, partially offset by $60.4 million in repayment of long-term debt, $8.8 million in purchases of long-lived assets, $21.8 million in dividends paid, $20.0 million in repurchases of common stock ($1.3 million in repurchases of common stock executed during the year ended December 31, 2024 were settled in January 2025), and $22.5 million in repurchases of common stock for tax withholdings on equity awards.
At times, we enter into long-term license contracts, which may include releases from past patent infringement claims or one or more prospective licenses. In these contracts, we allocate 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.
At times, we enter into contracts with customers that include releases from past patent infringement claims and a prospective license. In these contracts, we allocate the transaction price between releases for past patent infringement claims and prospective licenses based on their relative standalone selling prices. Determining standalone selling price requires significant management judgment.
There is no guarantee that such repurchases under the Plan will enhance the value of our common stock. 37 We believe that based on current levels of operations and anticipated growth, our cash from operations, together with cash and cash equivalents currently available, will be sufficient to satisfy our currently anticipated cash requirements through at least the next 12 months and thereafter for the foreseeable future.
We believe that based on current levels of operations and anticipated growth, our cash from operations, together with cash and cash equivalents currently available, will be sufficient to satisfy our currently anticipated cash requirements through at least the next 12 months and thereafter for the foreseeable future.
The income tax expense of $12.6 million was primarily related to tax on current year income, foreign withholding tax and unrealized foreign exchange loss from prior year South Korea refund claims offset by releases of uncertain tax positions.
The income tax expense for the year was primarily attributable to tax on current year income, foreign withholding taxes, and unrealized foreign exchange losses related to prior year South Korea refund claims, partially offset by releases of uncertain tax positions.
Amortization Expense Years Ended December 31, 2024 vs. 2023 2024 2023 Decrease % Change Amortization expense $ 70,721 $ 93,735 $ (23,014 ) (25 )% The decrease in amortization expense during the year ended December 31, 2024, as compared to the prior year, was primarily due to certain intangible assets becoming fully amortized during 2024.
Amortization Expense Years Ended December 31, 2025 vs. 2024 2025 2024 Decrease % Change Amortization expense $ 56,621 $ 70,721 $ (14,100 ) (20 )% The decrease in amortization expense during the year ended December 31, 2025, as compared to the prior year, was primarily due to certain intangible assets becoming fully amortized during 2024.
Net cash used in investing activities was $34.5 million for the year ended December 31, 2023, primarily related to purchases of short-term investments in marketable securities of $42.8 million, and purchases of long-lived assets of $6.3 million, partially offset by maturities of marketable securities of $14.7 million.
Cash Flows from Investing Activities Net cash used in investing activities was $40.3 million for the year ended December 31, 2025, primarily related to purchases of short-term investments in marketable securities of $57.3 million, and purchases of long-lived assets of $8.8 million, partially offset by maturities of marketable securities of $24.3 million and proceeds from sales of short-term investments of $1.5 million.
Cash, cash equivalents and marketable securities were $110.4 million at December 31, 2024, an increase of $26.8 million from $83.6 million at December 31, 2023.
Cash, cash equivalents and marketable securities were $136.7 million at December 31, 2025, an increase of $26.3 million from $110.4 million at December 31, 2024.
Capital Expenditures Our capital expenditures for property and equipment consist primarily of leasehold improvements, purchases of computer hardware and software, information systems, and production and test equipment. During the years ended December 31, 2024 and 2023, we spent $1.8 million and $3.8 million on capital expenditures, respectively. We expect capital expenditures in 2025 to be approximately $2.0 million.
Capital Expenditures Our capital expenditures for property and equipment consist primarily of leasehold improvements, purchases of computer hardware and software, information systems, and production and test equipment. During each of the years ended December 31, 2025 and 2024, we spent $1.8 million on capital expenditures. Our capital expenditures for intangible assets consists primarily of acquired patents.
Litigation Expense Years Ended December 31, 2024 vs. 2023 2024 2023 Increase % Change Litigation expense $ 13,653 $ 9,333 $ 4,320 46 % The increase in litigation expense during the year ended December 31, 2024, as compared to the prior year, was primarily due to increased activity in current litigation matters.
Litigation Expense Years Ended December 31, 2025 vs. 2024 2025 2024 Increase % Change Litigation expense $ 24,709 $ 13,653 $ 11,056 81 % 33 The increase in litigation expense during the year ended December 31, 2025, as compared to the prior year, was primarily due to increased activity in current litigation matters.
Cash flows provided by operations were $152.8 million for the year ended December 31, 2023, primarily due to our net income of $67.4 million being adjusted for non-cash items of depreciation of $1.5 million, amortization of intangible assets of $93.7 million, stock-based compensation expense of $18.1 million, deferred income tax of $11.4 million, amortization of debt issuance costs of $4.3 million and $(43.4) million net change in operating assets and liabilities.
Cash Flows from Operating Activities Cash flows provided by operations were $158.1 million for the year ended December 31, 2025, primarily due to our net income of $111.1 million being adjusted for non-cash items of amortization of intangible assets of $56.6 million, stock-based compensation expense of $34.7 million, amortization of debt issuance costs of $3.4 million, depreciation of $2.0 million, and change in deferred income tax and other of $33.7 million, partially offset by $(82.8) million net change in operating assets and liabilities.
For our revenue recognition policy, including descriptions of revenue-generating activities, refer to “Note 4 – Revenue ” of the Notes to Consolidated Financial Statements.
Results of Operations Revenue We derive the majority of our revenue from the licensing of our IP rights to customers. For our revenue recognition policy, including descriptions of revenue-generating activities, refer to “Note 4 – Revenue ” of the Notes to Consolidated Financial Statements.
Other Income and Expense, Net Years Ended December 31, 2024 vs. 2023 2024 2023 Decrease % Change Other income and expense, net $ 5,570 $ 6,320 $ (750 ) (12 )% The decrease in other income and expense, net during the year ended December 31, 2024, as compared to the prior year, was primarily due to a decrease in interest income from significant financing components from certain revenue contracts.
Other Income and Expense, Net Years Ended December 31, 2025 vs. 2024 2025 2024 Increase % Change Other income and expense, net $ 6,279 $ 5,570 $ 709 13 % The increase in other income and expense, net during the year ended December 31, 2025, as compared to the prior year, was primarily due to an increase in interest income from significant financing components from certain revenue contracts and interest income from our cash, cash equivalents and marketable securities.
Generally, revenue is recognized upon transfer of control of the IP rights to customers in an amount that reflects the consideration that we expect to be entitled to in exchange for those IP rights.
Revenue is recognized when control of the IP rights is transferred to a customer in an amount that reflects the consideration that we expect to be entitled to in exchange for the licensing of our IP.
As of December 31, 2024, fixed lease payment obligations amounted to $10.0 million, with $0.3 million payable within 12 months. Refer to “Note 8 – Leases ” of the Notes to Consolidated Financial Statements for additional information on lease obligations and maturities. 36 Guarantee Prior to the Separation, we and a subsidiary of Xperi Inc.
Refer to “Note 8 – Leases ” of the Notes to Consolidated Financial Statements for additional information on lease obligations and maturities. Guarantee Prior to the Separation, we and a subsidiary of Xperi Inc.
The following table presents our historical operating results for the periods indicated as a percentage of revenue: Years ended December 31, 2024 2023 Revenue 100 % 100 % Operating expenses: Research and development 16 14 Selling, general and administrative 27 25 Amortization expense 19 24 Litigation expense 4 2 Total operating expenses 66 65 Operating income from continuing operations 34 35 Interest expense (14 ) (16 ) Other income and expense, net 1 1 Loss on debt extinguishment — — Income from continuing operations before income taxes 21 20 Provision for income taxes 4 3 Net income from continuing operations 17 % 17 % The following table sets forth our revenue by year (in thousands, except for percentages): Years Ended December 31, 2024 vs. 2023 2024 2023 Decrease % Change Revenue $ 376,024 $ 388,788 $ (12,764 ) (3 )% The decrease in revenue during the year ended December 31, 2024, as compared to the prior year, was primarily attributable to the execution of two long-term license agreements with Kioxia and Western Digital in the first quarter of 2023, which did not recur in 2024, and declines in royalty revenue from certain Pay-TV customers, partially offset by a multi-year license agreement with Amazon for access to our media portfolio that occurred in the fourth quarter of 2024.
The following table presents our historical operating results for the periods indicated as a percentage of revenue: Years ended December 31, 2025 2024 Revenue 100 % 100 % Operating expenses: Research and development 15 16 Selling, general and administrative 27 27 Amortization expense 13 19 Litigation expense 5 4 Total operating expenses 60 66 Operating income 40 34 Interest expense (9 ) (14 ) Other income and expense, net 1 1 Loss on debt extinguishment — — Income before income taxes 32 21 Provision for income taxes 7 4 Net income 25 % 17 % The following table sets forth our revenue by year (in thousands, except for percentages): Years Ended December 31, 2025 vs. 2024 2025 2024 Increase % Change Revenue $ 443,386 $ 376,024 $ 67,362 18 % The increase in revenue during the year ended December 31, 2025, as compared to the prior year, was primarily attributable to the execution of a new long-term license agreement with Disney in the fourth quarter of 2025, partially offset by a multi-year license agreement with Amazon in the fourth quarter of 2024.
Recurring revenues for the years ended December 31, 2024 and 2023 were $341.5 million and $338.7 million, respectively. The increase of $2.8 million was driven primarily by the execution of new customer agreements in 2024, and the ramp-up of recurring royalty payments under existing semiconductor agreements, partially offset by declines in royalty revenue from certain Pay-TV customers.
The increase of $9.8 million was driven primarily by the execution of license agreements with new customers in 2024 and 2025, and increased royalty revenue from certain semiconductor customers, which were partially offset by declines in royalty revenue from certain Pay-TV customers. Non-recurring revenues for the years ended December 31, 2025 and 2024 were $92.0 million and $34.6 million, respectively.
The increase in income tax expense for the year ended December 31, 2024, as compared to the prior year, was attributable to tax on current year income and unrealized foreign exchange loss from prior year South Korea refund claims offset by releases of uncertain tax positions.
The income tax expense for the year was primarily attributable to tax on current year income, partially offset by foreign tax credits, the foreign-derived intangible income deduction, and releases of uncertain tax positions. The increase in income tax expense for the year ended December 31, 2025, as compared to the prior year, was primarily attributable to higher pretax income.
We primarily license our innovations to leading companies in the broader media entertainment and semiconductor industries, and those companies developing new technologies that will help drive these industries forward. Licensing arrangements include access to one or more of our foundational patent portfolios and may also include access to some portions of our industry-leading technologies and know-how.
We primarily license our innovations to leading companies in the broader media entertainment and semiconductor industries, and those companies developing new technologies that will help drive these industries forward.
We may continue to execute authorized repurchases from time to time under the Plan. The amount and timing of any repurchases under the Plan depend on a number of factors, including, but not limited to, the trading price, volume and availability of our common shares.
The amount and timing of any repurchases under the stock repurchase plan depend on a number of factors, including, but not limited to, the trading price, volume and availability of our common shares. There is no guarantee that such repurchases under the stock repurchase plan will enhance the value of our common stock.
Provision for Income Taxes Years Ended December 31, 2024 vs. 2023 2024 2023 Increase % Change Provision for income taxes $ 16,564 $ 12,604 $ 3,960 31 % For the year ended December 31, 2024, we recorded an income tax expense of $16.6 million on a pretax income from continuing operations of $81.2 million, which resulted in an effective tax rate of 20.4%.
For the year ended December 31, 2024, we recorded an income tax expense of $16.6 million on pretax income of $81.2 million, resulting in an effective tax rate of 20.4%.
Although the refund claim is subject to judicial review, we anticipate we will receive refunds in the amount recorded in the receivable. The need for a valuation allowance requires an assessment of both positive and negative evidence when determining whether it is more-likely-than-not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction-by-jurisdiction basis.
The derecognition contributed $1.6 million in income tax expense for the year ended December 31, 2025. 34 The need for a valuation allowance requires an assessment of both positive and negative evidence when determining whether it is more-likely-than-not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction-by-jurisdiction basis.
All R&D expense is expensed as incurred. We intend to make a continued investment in our R&D efforts because we believe they are essential to grow our patent portfolios to maintain and improve our competitiveness.
We intend to make a continued investment in our R&D efforts because we believe they are essential to grow our patent portfolios to secure new customers and renew agreements with existing customers.
Years Ended December 31, 2024 vs. 2023 2024 2023 Increase % Change Research and development $ 59,598 $ 54,264 $ 5,334 10 % The increase in R&D expense during the year ended December 31, 2024, as compared to the prior year, was primarily due to an increase in personnel costs as a result of increased headcount and an increase in patent portfolio expenses, patent technical sales support expenses, partially offset by a decrease in professional services costs.
Years Ended December 31, 2025 vs. 2024 2025 2024 Increase % Change Research and development $ 67,519 $ 59,598 $ 7,921 13 % The increase in R&D costs during the year ended December 31, 2025, as compared to the prior year, was primarily due to an increase in patent portfolio expenses, patent technical support expenses, and an increase in personnel related costs.
We will maintain a full valuation allowance on our foreign deferred tax asset as the expectation of future taxable income is uncertain. 35 Liquidity and Capital Resources The following table presents selected financial information related to our liquidity and significant sources and uses of cash and cash equivalents as of and for the years ended December 31, 2024 and 2023: December 31, (in thousands) 2024 2023 Cash and cash equivalents $ 78,825 $ 54,560 Marketable securities 31,567 29,012 Total cash, cash equivalents and marketable securities $ 110,392 $ 83,572 Years Ended December 31, 2024 2023 Net cash from operating activities $ 212,461 $ 152,755 Net cash used in investing activities $ (24,022 ) $ (34,488 ) Net cash used in financing activities $ (164,174 ) $ (178,262 ) Our primary sources of liquidity and capital resources are our operating cash flows and our short-term investments in marketable securities.
Liquidity and Capital Resources The following table presents selected financial information related to our liquidity and significant sources and uses of cash and cash equivalents as of and for the years ended December 31, 2025 and 2024: December 31, (in thousands) 2025 2024 Cash and cash equivalents $ 73,136 $ 78,825 Marketable securities 63,597 31,567 Total cash, cash equivalents and marketable securities $ 136,733 $ 110,392 Years Ended December 31, 2025 2024 Net cash from operating activities $ 158,086 $ 212,461 Net cash used in investing activities $ (40,261 ) $ (24,022 ) Net cash used in financing activities $ (123,514 ) $ (164,174 ) Our primary sources of liquidity and capital resources are our operating cash flows and our short-term investments in marketable securities.
Refer to “Note 16 – Commitments and Contingencies ” of the Notes to Consolidated Financial Statements for additional detail. Income Tax Payable As of December 31, 2024, we had accrued $84.6 million of unrecognized tax benefits in long-term income taxes payable related to uncertain tax positions, which includes an immaterial amount of accrued interest and penalties.
Income Tax Payable As of December 31, 2025, we had accrued $7.3 million of unrecognized tax benefits in long-term income taxes payable related to uncertain tax positions, which include an immaterial amount of accrued interest and penalties.
There can be no assurance that current expectations will be realized, and plans are subject to change upon further review of our capital expenditure needs.
During the years ended December 31, 2025 and 2024, we spent $7.0 million and $20.5 million on purchases of intangible assets, respectively. There can be no assurance that current expectations will be realized, and plans are subject to change upon further review of our capital expenditure needs.
We must assess the likelihood that we will be able to realize our deferred tax assets. If realizability is not likely on a more-likely-than-not basis, we must increase our provision for income taxes by recording a valuation allowance against our deferred tax assets.
If realizability is not likely on a more-likely-than-not basis, we must increase our provision for income taxes by recording a valuation allowance against our deferred tax assets. We considered the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
Litigation expense may fluctuate between periods because of planned or ongoing litigation, as described in Part I, Item 3 – Legal Proceedings. 34 Interest Expense Years Ended December 31, 2024 vs. 2023 2024 2023 Decrease % Change Interest expense $ 52,539 $ 62,574 $ (10,035 ) (16 )% The decrease in interest expense during the year ended December 31, 2024, as compared to the prior year, was primarily due to lower debt balance, the reduction of the interest rate margin resulting from the repricing of our Term Loan B during the second quarter of 2024, and the Federal Reserve interest rate cut during the third quarter of 2024.
Interest Expense Years Ended December 31, 2025 vs. 2024 2025 2024 Decrease % Change Interest expense $ 40,359 $ 52,539 $ (12,180 ) (23 )% The decrease in interest expense during the year ended December 31, 2025, as compared to the prior year, was primarily due to lower debt balances, the reduction of the interest rate margin resulting from the repricing of our Term Loan B during the second quarter of 2024 and the first quarter of 2025, and the effects of the Federal Reserve interest rate cuts during 2024 and 2025.
As of December 31, 2024, the balance of the guarantee liability is $17.1 million, including a current portion of $2.5 million. Other Purchase Obligations Our other purchase obligations primarily consist of non-cancelable obligations related to advertising, engineering services and internet and telecommunications services.
Other Purchase Obligations Our other purchase obligations primarily consist of non-cancelable obligations related to advertising, engineering services and internet and telecommunications services. As of December 31, 2025, we had purchase obligations of $7.5 million, including $3.2 million due in 2026, $2.4 million due in 2027, and $1.9 million due thereafter.
For the year ended December 31, 2024, as compared to the same period in 2023: • Revenue decreased by $12.6 million, or 3%, from $388.8 million in 2023 to $376.2 million in 2024. • Recurring revenues increased by $2.8 million, or 0.8% from $338.7 million in 2023 to $341.5 million in 2024. • Non-recurring revenues decreased by $15.5 million, or 31% from $50.1 million in 2023 to $34.6 million in 2024. • Cash provided by operating activities increased by $59.7 million, or 39.1%, from $152.8 million in 2023 to $212.5 million in 2024. • We repriced our term loan which lowered our interest rate by 61 basis points and made $114.2 million in principal payments, bringing the outstanding balance to $487.1 million as of December 31, 2024.
For the year ended December 31, 2025, as compared to the same period in 2024: • Revenue increased by $67.4 million, or 18%, from $376.0 million in 2024 to $443.4 million in 2025. • Recurring revenues increased by $9.8 million, or 3% from $341.5 million in 2024 to $351.3 million in 2025. • Non-recurring revenues increased by $57.4 million, or 166% from $34.6 million in 2024 to $92.0 million in 2025. • Cash provided by operating activities decreased by $54.4 million, or 26%, from $212.5 million in 2024 to $158.1 million in 2025. • We made $60.4 million in principal payments, bringing the outstanding balance to $426.7 million as of December 31, 2025. • We repurchased $20.0 million of our common stock in 2025.
We considered the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Should there be a change in our ability to recover our deferred tax assets, our provision for income taxes would fluctuate in the period of the change.
Should there be a change in our ability to recover our deferred tax assets, our provision for income taxes would fluctuate in the period of the change. 39 We account for uncertain tax positions in accordance with authoritative guidance related to income taxes.
The interest payments may vary with changes in interest rates, as well as due to reductions of the principal amount. Refer to “Note 11 – Debt ” of the Notes to Consolidated Financial Statements for additional information on debt obligations and maturities. Leases We have lease arrangements for office and research facilities, data centers and office equipment.
Refer to “Note 10 – Debt ” of the Notes to Consolidated Financial Statements for additional information on debt obligations and maturities. 35 Leases We have lease arrangements for office and research facilities, data centers and office equipment. As of December 31, 2025, fixed lease payment obligations amounted to $9.3 million, with $0.7 million payable within 12 months.
These estimates and judgments are used in the calculation of tax credits, tax benefits and deductions and in the calculation of tax assets and liabilities. Significant changes to these estimates may result in an increase or decrease to our tax provision in a subsequent period.
Significant changes to these estimates may result in an increase or decrease to our tax provision in a subsequent period. We must assess the likelihood that we will be able to realize our deferred tax assets.
Interest is payable monthly. Under the existing loan agreement, we have future minimum principal payments for $28.1 million each year from 2025 through 2027, with the remaining principal balance of $402.9 million due in 2028. After the Separation, we own the debt under the term loan B facility.
Under the existing loan agreement, we have future minimum principal payments for our debt of $24.4 million each year from 2026 through 2027, with the remaining principal balance of $378.0 million will be due June 8, 2028.
As a result, during the fourth quarter of 2022, we released the valuation allowance on all the federal deferred tax assets and state deferred tax assets, except for California and certain other states where tax attributes can only be utilized against the income of specific legal entities.
We continue to maintain a valuation allowance against tax attributes in California and other state tax attributes that can only be utilized against the income of specific legal entities.
Key Metrics In evaluating our financial condition and operating performance, we primarily focus on revenue and cash flows from operations.
Licensing arrangements include access to one or more of our foundational patent portfolios and may also include access to some portions of our industry-leading technologies and know-how. 31 Key Metrics In evaluating our financial condition and operating performance, we primarily focus on revenue and cash flows from operations.
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. Accounting for income taxes We must make certain estimates and judgments in determining income tax expense for financial statement purposes.
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 generally recognized upon execution of the contract. At times, we enter into contracts with customers that include noncash consideration in the form of patents.
Since the inception of the Plan, and through December 31, 2024, we have repurchased an aggregate of approximately 11.4 million shares of common stock at a total cost of $192.2 million at an average price of $16.83. As of December 31, 2024, the total remaining amount available for repurchase under the Plan was $180.0 million.
During the year ended December 31, 2024, we repurchased a total of approximately 1.4 million shares of common stock, at an average price of $13.95 per share for a total cost of $20.0 million.
Years Ended December 31, 2024 vs. 2023 2024 2023 Increase % Change Selling, general and administrative $ 103,443 $ 95,226 $ 8,217 9 % The increase in SG&A expense during the year ended December 31, 2024, as compared to the prior year, was primarily due to an increase in personnel related costs as a result of increased headcount as we scaled our business in 2024, an increase in professional services costs, an increase in certain administrative costs associated with the repricing of our credit facility in the second quarter of 2024, partially offset by decreases in separation costs that were incurred in 2023 but did not recur in 2024 since they were one-time costs, lower insurance costs and recovery of certain bad debt expenses.
Years Ended December 31, 2025 vs. 2024 2025 2024 Increase % Change Selling, general and administrative $ 119,534 $ 103,443 $ 16,091 16 % The increase in SG&A expense during the year ended December 31, 2025, as compared to the prior year, was primarily due to increases in personnel related costs and advertising expense, partially offset by decreases in outside services.
For the year ended December 31, 2023, we recorded an income tax expense of $12.6 million on a pretax income from continuing operations of $80.0 million, which resulted in an effective tax rate of 15.8%.
Provision for Income Taxes Years Ended December 31, 2025 vs. 2024 2025 2024 Increase % Change Provision for income taxes $29,848 $16,564 $13,284 80% For the year ended December 31, 2025, we recorded an income tax expense of $29.8 million on pretax income of $140.9 million, resulting in an effective tax rate of 21.2%.
As of December 31, 2024, we had purchase obligations of $5.1 million, including $2.9 million due in 2025, $1.1 million due in 2026, and $1.1 million due thereafter. These purchase obligations represent commitments under enforceable and legally binding agreements and do not represent the entire anticipated purchases in the future.
These purchase obligations represent commitments under enforceable and legally binding agreements and do not represent the entire anticipated purchases in the future. Refer to “Note 15 – Commitments and Contingencies ” of the Notes to Consolidated Financial Statements for additional detail.
After considering both positive and negative evidence to assess the realizability of our net deferred tax assets, we determined that the positive evidence outweighed the negative evidence primarily due to cumulative income from our IP Licensing business on a continuing operations basis and the expectation of sustained profitability in future periods, and concluded that it was more-likely-than-not that we would realize our U.S. federal and certain state deferred tax assets.
In making such an assessment, significant weight is given to evidence that can be objectively verified. Given our history of sustained profitability, we concluded that it was more-likely-than-not that we would realize our U.S. federal and certain state deferred tax assets.
On January 30, 2025, the Company entered into Amendment No. 4 (“Amendment No. 4”) to the 2020 Credit Agreement, which provided for, among other things, (i) a repricing of the 2020 Term Loan B Facility through a refinancing of the entire amount of the 2024 Term Loan B (the “2025 Term Loan B”) in an aggregate principal amount of $487.1 million, (ii) a reduction of the interest rate margin applicable to such loans to (x) in the case of SOFR loans, 2.50% per annum and (y) in the case of base rate loans, 1.50% per annum and (iii) a prepayment premium of 1.00% in connection with any repricing transaction with respect to the 2025 Term Loan B within six months of the closing date of Amendment No. 4.
On January 30, 2025, we entered into Amendment No. 4 (“Amendment No. 4”) to the 2020 Credit Agreement, which provided for a repricing of the entire outstanding aggregate principal amount of $487.1 million.
Additionally, we paid $29.1 million during the year ended December 31, 2024, based on certain leverage ratios and our excess cash flow generated for the year ended December 31, 2023.
Based on achieving certain leverage ratios and as a result of voluntary prepayments, we were not required to make excess cash flow payments as pursuant to the agreement for either of the years ended December 31, 2024 and 2025.
The 2020 Credit Agreement initially provided for a five-year senior secured term loan B facility in an aggregate principal amount of $1,050 million (the “2020 Term Loan B Facility”).
Long-term Debt The 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.
Removed
Except as otherwise indicated, the year-to-year comparisons and results of operations discussed herein present the results of Adeia Inc. after giving effect to the Separation described herein.
Added
A portion of revenue from both license agreements was recognized up-front in the respective period each agreement was executed. 32 Recurring revenues for the years ended December 31, 2025 and 2024 were $351.3 million and $341.5 million, respectively.
Removed
On October 1, 2022, we completed the previously announced separation (“the Separation”) of its product business into an independent, publicly-traded company, Xperi Inc. (“Xperi Inc.”).
Added
The increase of $57.4 million was primarily attributable to the execution a new long-term license agreement with Disney in the fourth quarter of 2025, partially offset by a multi-year license agreement with Amazon in the fourth quarter of 2024. A portion of revenue from both license agreements was recognized up-front in the respective period each agreement was executed.
Removed
The Separation was structured as a spin-off, which was achieved through Adeia’s distribution of 100 percent of the outstanding shares of Xperi Inc.’s common stock to holders of Adeia’s common stock as of the close of business on the record date of September 21, 2022 (the “Record Date”).
Added
The decrease was partially offset by the acquisition of patent portfolios and the resulting amortization of those assets.
Removed
Each Adeia stockholder of record received four shares of Xperi Inc. common stock for every ten shares of Adeia common stock that it held on the Record Date. Following the Separation, Adeia retains no ownership interest in Xperi Inc., which is now listed under the ticker symbol “XPER” on the New York Stock Exchange.
Added
Litigation expense may fluctuate between periods because of planned or ongoing litigation, as described in Part I, Item 3 – Legal Proceedings.
Removed
Effective at the open of business on October 3, 2022, Adeia’s shares of common stock, par value $0.001 per share, began trading on the Nasdaq Global Select Market under the new ticker symbol “ADEA”.
Added
The Korea Supreme Court issued a decision overturning the long-standing territorial sourcing framework for royalty income, under which royalty income was sourced by reference to the place of patent registration, and adopted a new sourcing rule based on where a licensed patent is used.
Removed
We subsequently completed another repricing in January 2025, further reducing our interest rate by 50 basis points. • We repurchased $20.0 million of our common stock in December 2024 following the decision of our Board of Directors to increase the total share repurchase authorization to $200.0 million in October of 2024. 32 Results of Operations Revenue We derive the majority of our revenue from the licensing of our intellectual property (“IP”) rights to customers.
Added
In the fourth quarter of 2025, we were notified by Korea tax authorities that our pending withholding tax refund claims were denied, reducing the likelihood of the recovery of withholding tax receivables in Korea. Given this development, we determined that we could not sufficiently demonstrate eligibility for a refund under the revised sourcing rule.
Removed
Non-recurring revenues for the years ended December 31, 2024 and 2023 were $34.6 million and $50.1 million, respectively.
Added
As a result, we concluded that realization of the related income tax receivable was no longer more-likely-than-not and derecognized the asset.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeUnrealized losses, net of tax, on these investments were not material as of December 31, 2024. We did not hold any derivatives, derivative commodity instruments or other similar financial instruments in our portfolio as of December 31, 2024.
Biggest changeUnrealized losses, net of tax, on these investments were not material as of December 31, 2025. We did not hold any derivatives, derivative commodity instruments or other similar financial instruments in our portfolio as of December 31, 2025.
During 2024, the impact of foreign exchange rate fluctuations related to translation of our foreign subsidiaries’ financial statements was immaterial to our Consolidated Financial Statements.
During 2025, the impact of foreign exchange rate fluctuations related to translation of our foreign subsidiaries’ financial statements was immaterial to our Consolidated Financial Statements.
At December 31, 2024, a 1% increase in the effective interest rate on our outstanding debt throughout a one-year period would result in an annual increase in our interest expense of approximately $4.8 million.
At December 31, 2025, a 1% increase in the effective interest rate on our outstanding debt throughout a one-year period would result in an annual increase in our interest expense of approximately $4.2 million.
Our marketable debt securities, consisting primarily of municipal bonds and notes, corporate bonds and notes, commercial paper, treasury and agency notes and bills and certificates of deposit, are classified as available-for-sale securities. As of December 31, 2024, the fair value of our investments classified as marketable securities was $31.6 million.
Our marketable debt securities, consisting primarily of municipal bonds and notes, corporate bonds and notes, commercial paper, treasury and agency notes and bills and certificates of deposit, are classified as available-for-sale securities. As of December 31, 2025, the fair value of our investments classified as marketable securities was $63.8 million.
To achieve these objectives, we maintain our portfolio of cash, cash equivalents and investments in a variety of securities, which are subject to risks including: Interest Rate Risk As of December 31, 2024, we had $487.1 million of outstanding indebtedness that was subject to floating interest rates.
To achieve these objectives, we maintain our portfolio of cash, cash equivalents and investments in a variety of securities, which are subject to risks including: Interest Rate Risk As of December 31, 2025, we had $426.7 million of outstanding indebtedness that was subject to floating interest rates.
Bank Liquidity Risk As of December 31, 2024, we have approximately $74.0 million of cash in operating accounts that are held with both domestic and international financial institutions, the majority of which is held with high quality domestic financial institutions.
Bank Liquidity Risk As of December 31, 2025, we have approximately $72.9 million of cash in operating accounts that are held with both domestic and international financial institutions, the majority of which is held with high quality domestic financial institutions.

Other ADEA 10-K year-over-year comparisons