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

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Paragraph-level year-over-year comparison of Xperi 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.

+363 added−352 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

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

363 paragraphs added · 352 removed · 277 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

75 edited+13 added−20 removed64 unchanged
Biggest changeFor Tier 2 and Tier 3 Smart TV OEMs, TiVo OS provides an opportunity to participate in the fast-growing connected TV monetization value chain with scale and cross-platform end-user insight. Devices – TiVo OS for Car TiVo OS for Car is a modified version of the Linux-based TiVo Smart TV operating system designed specifically for the automotive space.
Biggest changeTiVo OS for TVs is licensed to Smart TV companies and includes the ability to monetize all or part of the end-user content engagement over the life of the device. For Tier 2 and Tier 3 Smart TV OEMs, TiVo OS provides an opportunity to participate in the fast-growing connected TV monetization value chain with scale and cross-platform end-user insight.
TiVo IPTV The TiVo IPTV Service is our most advanced platform, offering a fully integrated, cloud-based solution that powers the TiVo client software which operates on set-top-boxes in consumer homes, as well as applications that operate on third-party software platforms such as iOS and Android that power tablets, smartphones, Smart TVs, streaming devices such as Apple TV and Android TV, and traditional IPTV set-top boxes.
TiVo IPTV The TiVo IPTV Service is our most advanced platform, offering a fully integrated, cloud-based solution that powers the TiVo client software which operates on set-top-boxes (“STBs”) in consumer homes, as well as applications that operate on third-party software platforms such as iOS and Android that power tablets, smartphones, Smart TVs, streaming devices such as Apple TV and Android TV, and traditional IPTV set-top boxes.
We have demonstrated support and commitment to developing a culture of non-discrimination and embracing inclusion throughout our workforce. We have numerous employee resource groups (“ERGs”), which are employee-led, voluntary 16 communities for groups that share similar backgrounds. ERGs develop programming throughout the year supporting culture and belonging, and empower employees to achieve their personal and career goals.
We have demonstrated support and commitment to developing a culture of non-discrimination and embracing inclusion throughout our workforce. We have numerous employee resource groups (“ERGs”), which are employee-led, voluntary communities for groups that share similar backgrounds. ERGs develop programming throughout the year supporting culture and belonging, and empower employees to achieve their personal and career goals.
Our TV-as-a-Service IPTV solution includes a full cable programming lineup with local channels, DVR, recommendations, Dynamic Ad Insertion and more, all with the same ease as signing up for and using top streaming services. 9 Video Metadata Our metadata products are a critical component of delivering an interactive entertainment experience.
Our TV-as-a-Service IPTV solution includes a full cable programming lineup with local channels, DVR, recommendations, Dynamic Ad Insertion and more, all with the same ease as signing up for and using top streaming services. Video Metadata Our metadata products are a critical component of delivering an interactive entertainment experience.
At the same time, there is a new set of industry participants that are looking for ways to monetize the ad-based ecosystem, including consumer electronics manufacturers, Smart TV OEMs, automotive manufacturers, and video-over-broadband (“IPTV”) operators that have historically not participated in the streaming value chain.
At the same time, there is a new set of industry participants that are looking for ways to monetize the ad-based streaming video ecosystem, including consumer electronics manufacturers, Smart TV OEMs, automotive manufacturers, and video-over-broadband (“IPTV”) operators that have historically not participated in the streaming advertising value chain.
Item 1. B usiness Corporate Information The principal executive offices of Xperi Inc. (“we,” “our,” the “Company,” or “Xperi”) are located at 2190 Gold Street, San Jose, California 95002 USA. Our telephone number is +1 (408) 519-9100. We maintain a corporate website at xperi.com.
Item 1. B usiness Corporate Information The principal executive offices of Xperi Inc. (“we,” “our,” the “Company,” or “Xperi”) are located at 2190 Gold Street, San Jose, California 95002 USA. Our telephone number is +1 (408) 519-9100. We maintain a corporate website at www.xperi.com.
Pursuant to a consumer electronics device certification and licensing program operated by IMAX Corporation and DTS, Inc., since 2017, we have been offering consumers worldwide the ability to experience an IMAX Enhanced immersive movie 10 experience with IMAX Enhanced content from leading studios such as Disney and Sony Pictures.
Pursuant to a consumer electronics device certification and licensing program operated by IMAX Corporation and DTS, Inc., since 2017, we have been offering consumers worldwide the ability to experience an IMAX Enhanced immersive movie experience with IMAX Enhanced content from leading studios such as Disney and Sony Pictures.
We offer employees benefits that vary by country and are designed to meet or exceed local laws and are competitive in the marketplace. We invest in the career growth and skill development of our employees by providing a wide range of learning opportunities, including face-to-face, virtual, social, and self-directed learning, coaching, and external development.
We offer employees benefits that vary by country and are designed to meet or exceed local laws and are competitive in the marketplace. We invest in the career growth and skill development of our employees by providing a range of learning opportunities, including face-to-face, virtual, social, and self-directed learning, coaching, and external development.
Mid-year and year-end performance reviews are performed to provide structured feedback and identify development needs based on individual and department goals. We also encourage a practice of regular feedback and development. For those in people leader roles, we provide customized leadership & management training and regular leadership & management forums to provide information, support and guidance.
Mid-year and year-end performance reviews are performed to provide structured feedback and identify development needs based on individual and department goals. We also encourage a practice of regular feedback and development. For those in people leader roles, we provide customized leadership & management training and regular leadership & management forums and resources to provide information, support and guidance.
Since the majority of video advertising dollars are currently allocated toward linear TV, we believe the streaming advertising market is 7 positioned for significant growth in the next 3 to 5 years as advertisers continue to follow the viewing audience as it shifts viewing habits from traditional linear television to streaming.
Since the majority of video advertising dollars are currently allocated toward linear TV, we believe the streaming advertising market is positioned for significant growth in the next 3 to 5 years as advertisers continue to follow the viewing audience as it shifts viewing habits from traditional linear television to streaming.
Consumer Electronics Our audio licensing products face competition from other third-party providers of similar solutions as well as internal engineering and design groups among industry IC providers and consumer electronics manufacturers. 13 Our primary competitor is Dolby Laboratories, which develops and markets, among other things, high-definition audio products and services.
Consumer Electronics Our audio licensing products face competition from other third-party providers of similar solutions as well as internal engineering and design groups among industry IC providers and consumer electronics manufacturers. Our primary competitor is Dolby Laboratories, which develops and markets, among other things, high-definition audio products and services.
In the United States, service providers have been subject to claims of defamation, libel, invasion of privacy and other data protection claims, torts, unlawful activity, copyright or trademark infringement, or other theories based on the nature and content of the materials searched and the ads posted or the content generated by users.
In the United States, service providers have been subject to claims of defamation, libel, invasion of privacy, wiretapping, and other data protection claims, torts, unlawful activity, copyright or trademark infringement, or other theories based on the nature and content of the materials searched and the ads posted or the content generated by users.
UX Business Operations and Technical Support Our UX Business has technical support and certification operations to support our products: • we provide training, technical support and integration services to Pay-TV service providers who license our products; • we operate the internet-based services required for our service offerings including data delivery, search, recommendation, advertising, device management and media recognition; • we provide broadcast delivery of television programming data and advertising to UX customers on TVs and set-top-boxes in major European markets, in Japan, and in North America; we also deliver similar programming and advertising data via the internet; • we support our customers with porting and engineering services to ensure our interactive program guides and DVRs operate properly; and • we provide customer care for UX and DVR customers to resolve data, advertising, and consumer functional issues.
UX Business Operations and Technical Support Our UX Business has technical support and certification operations to support our products: • we provide training, technical support and integration services to Pay-TV service providers who license our products; • we operate the internet-based services required for our service offerings including data delivery, search, recommendation, advertising, device management and media recognition; • we provide broadcast delivery of television programming data and advertising to UX customers on TVs or set-top-boxes in major European markets, in Japan, and in North America; we also deliver similar programming and advertising data via the internet; • we support our customers with porting and engineering services to ensure our interactive program guides and DVRs operate properly; and • we provide customer care to resolve data, advertising, and consumer functional issues.
As the footprint of devices using TiVo OS grows, we expect to monetize the devices through the following vehicles: • Ad Supported Content : The sale of ad inventory on services, including our own TiVo+ and certain third-party AVOD services. • SVOD and MVPD Services : Revenue shared by SVOD and virtual MVPD services on new user subscriptions activated or re-activated through our OS platform. • Home Screen Ad Placements : Ad placements on the TiVo OS platform’s home screen by streaming services, studios, and other consumer brands. • Data Licensing: Revenue from advertisers, advertising agencies, and networks to license data generated from TiVo platforms to inform their ad buying decisions. • Off-Platform Ads : Household identifications taken from the TiVo OS platform and used to target other media sources.
As the footprint of devices using TiVo OS grows, we expect to monetize the devices through the following methods: • Ad Supported Content : The sale of ad inventory on services, including our own TiVo+ and certain third-party AVOD services. • Home Screen Ad Placements : Ad placements on the TiVo OS platform’s home screen by streaming services, studios, and other consumer brands. • SVOD and MVPD Services : Revenue shared by SVOD and virtual MVPD services on new user subscriptions activated or re-activated through our OS platform. • Data Licensing: Revenue from advertisers, advertising agencies, and networks to license data generated from TiVo platforms to inform their ad buying decisions. • Off-Platform Ads : Household identifications taken from the TiVo OS platform and used to target other media sources.
Our solutions immerse drivers and passengers in more of their favorite audio and video content, and also enable high quality, subscription-free digital radio. With vehicle safety systems improving and consumer content choice growing in the home, expectations around consuming content become more 8 demanding.
Our solutions immerse drivers and passengers in more of their favorite audio and video content, and also enable high-quality, subscription-free digital radio. With vehicle safety systems improving and consumer content choice growing in the home, expectations around consuming content become more demanding.
Monetization - TiVo OS TiVo OS is primarily monetized through video or display advertisement impressions; subscription VOD, Pay-TV service bounties, and revenue shares; TV viewership data licensing; off-platform connected TV ads; and other opportunities on device clients that connect to and leverage TiVo OS.
TiVo OS is primarily monetized through video or display advertisement impressions; subscription VOD, Pay-TV service bounties, and revenue shares; TV viewership data licensing; off-platform connected TV ads; and other opportunities on device clients that connect to and leverage TiVo OS.
These customers include Denso, Harman, Hisense, HP, LG, Logitech, Microsoft, Panasonic, Samsung, Sony, TCL and others. Typically, our audio technologies are delivered as software code on an integrated circuit (“IC”) chip.
These customers include Denso, Harman, Hisense, HP, LG, Logitech, Microsoft, Panasonic, Samsung, Sony, TCL and others. 10 Typically, our audio technologies are delivered as software code on an integrated circuit (“IC”) chip.
Media Platform Media Platform provides the services and technology required to enable consumers to find, watch, and enjoy their favorite media entertainment on connected devices, while at the same time, providing us the opportunity to monetize this consumer engagement.
Media Platform Media Platform provides the technology required to enable consumers to find, watch, and enjoy their favorite media entertainment on connected devices, while at the same time, providing us the opportunity to monetize this consumer engagement.
Consumers are increasing their spend on entertainment devices that deliver superior experiences and simplify the consumption of content across multiple platforms and devices.
Consumers are increasing their spend on entertainment devices and services that deliver superior experiences and simplify the consumption of content across multiple platforms and devices.
We operate in one reportable business segment and group our revenue into four categories: Pay-TV, Consumer Electronics, Connected Car and Media Platform. Headquartered in Silicon Valley with operations around the world, we have approximately 1,680 employees and more than 35 years of operating experience.
We operate in one reportable business segment and group our revenue into four categories: Pay-TV, Consumer Electronics, Connected Car and Media Platform. Headquartered in Silicon Valley with operations around the world, we have approximately 1,460 employees and more than 35 years of operating experience.
Autonomous and semi-autonomous driving technologies have made significant progress over the last several years and passenger cars are increasingly being fitted with autonomous driving features. As these driving technologies become mainstream, the expectation is that automobile will become a more common place for media consumption.
Autonomous and semi-autonomous driving technologies have made significant progress over the last several years and passenger cars are increasingly being fitted with autonomous driving features. As these driving technologies become mainstream, the expectation is that automobiles will become a more common place for media consumption.
We believe that we provide a strong alternative to “do-it-yourself” solutions, as we have innovative, high-quality products ready to be implemented, with local and network DVR, integrated data distribution infrastructure and content, as well as third-party services (such as VOD services).
We believe that we provide a strong alternative to “do-it-yourself” solutions, as we have innovative, high-quality products ready to be implemented, with DVR, integrated data distribution infrastructure and content, as well as third-party services (such as VOD services).
Many of our existing customers are investing in platforms to enable their businesses with these capabilities. In this fast-expanding connected TV advertising market, we believe our cross-platform data insight from Pay-TV, IPTV, Automotive and TiVo OS households will allow us to create and promote a unique and compelling offering for advertisers.
Many of our existing customers are investing in platforms to enable their businesses with these capabilities. In this fast-expanding connected TV advertising market, we believe our cross-platform data insight from Pay-TV Electronic Program Guides, IPTV, Automotive and TiVo OS households will allow us to create and promote a unique and compelling offering for advertisers.
This creates a unique opportunity for an independent media platform that allows Smart TV OEMs to brand the experience to maintain the customer relationship, provide the necessary scale to secure top content streaming providers, and participate in the long-term monetization throughout the typical 5-year lifecycle of TV ownership. • Increasing Consumption of Video Content : Average U.S. weekly video viewing of 43 hours remains relatively consistent from COVID-era highs, up from an average of 38 hours per week in 2015 , driven by a number of factors, including increased availability of content catering to various consumer tastes and preferences, new platforms for consumption such as personal devices (e.g., mobiles and tablets), and disruption from the COVID-19 pandemic.
This creates a unique opportunity for an independent media platform that allows Smart TV OEMs to brand the experience to maintain the customer relationship, provide the necessary scale to secure top content streaming providers, and participate in the long-term monetization throughout the typical 5- to 7-year lifecycle of TV ownership. • Increasing Consumption of Video Content : Average U.S. weekly video viewing of 43 hours remains relatively consistent for the past three years, up from an average of 38 hours per week in 2015, driven by a number of factors, including increased availability of content catering to various consumer tastes and preferences, new platforms for consumption such as personal devices (e.g., mobiles and tablets), and disruption from the COVID-19 pandemic.
We are subject to a number of foreign and domestic laws and regulations that affect companies that import or export software and technology, such as the U.S. export control regulations as administered by the U.S. Department of Commerce.
We are subject to a number of foreign and domestic laws and regulations that affect companies that import or export software and technology, such as the U.S. export control regulations as administered by the U.S.
Such companies may offer more economically attractive agreements to service providers and consumer electronics manufacturers by bundling multiple products together. We face competition for our Pay-TV product offerings from customers who choose to build their own interactive program guide and DVR solutions.
Such companies may offer more economically attractive agreements to service providers and consumer electronics manufacturers by bundling multiple products together, including content and advertising. We face competition for our Pay-TV product offerings from customers who choose to build their own interactive program guide and DVR solutions.
We integrate virtual channels of internet-delivered video directly into the consumer’s primary video consumption platform to provide universal search, discovery, and consumption regardless of where the content originates. Our solutions make it easy for consumers to find, watch, and enjoy content. The following are some of the key solutions we license to operators.
We integrate broadband internet-delivered video directly into the consumer’s primary video consumption platform to provide universal search, discovery, and consumption regardless of where the content originates. Our solutions make it easy for consumers to find, watch, and enjoy content. The following are some of the key solutions we license to operators.
Compatibility Between Cable Systems and CE Equipment Beginning in 2003, the Federal Communications Commission (“FCC”) adopted regulations implementing an agreement between cable television system operators and CE manufacturers to facilitate the retail availability of so-called “plug and play” devices that use unidirectional CableCARDs, including digital televisions and other digital devices that enable subscribers to access cable television programming without the need for a set-top-box (STB) (but without the ability for consumers to use interactive content).
Department of Commerce. 15 Compatibility Between Cable Systems and CE Equipment Beginning in 2003, the Federal Communications Commission (“FCC”) adopted regulations implementing an agreement between cable television system operators and CE manufacturers to facilitate the retail availability of so-called “plug and play” devices that use unidirectional CableCARDs, including digital televisions and other digital devices that enable subscribers to access cable television programming without the need for a set-top-box (“STB”) (but without the ability for consumers to use interactive content).
TechInsights estimates revenue from the shipment of these platforms and devices in North America alone (including TVs, Smartphones, Tablets and PCs, Streaming Media Players, connected Blu-Rays players, and Video Game consoles) to surpass $250 billion in 2024 and continue to grow by 2.5% year-over-year to 2028. • Growing Connectivity in Cars and the Future of Semi-Autonomous and Autonomous Vehicles : As the automobile dashboard interface becomes more integral to the in-car experience, purchasing a car for its infotainment capabilities starts to move up the list of purchase considerations for car buyers.
TechInsights estimates revenue from the shipment of these platforms and devices in North America alone (including TVs, Smartphones, Tablets and PCs, Streaming Media Players, connected Blu-Rays players, and Video Game consoles) to surpass $268 billion in 2025 and continue to grow by 1.5% year-over-year to 2028. • Growing Connectivity in Cars and the Future of Semi-Autonomous and Autonomous Vehicles : As the automobile dashboard interface becomes more integral to the in-car experience, purchasing a car for its infotainment capabilities starts to move up the list of purchase considerations for car buyers.
In particular, we are competing for technical talent and we need to offer not only robust and attractive compensation packages but also provide broad opportunities for our employees to make an impact, grow, and develop. As of December 31, 2024, we had a global talent base consisting of approximately 1,680 full-time employees.
In particular, we are competing for technical talent and we need to offer not only robust and attractive compensation packages but also provide broad opportunities for our employees to make an impact, grow, and develop. As of December 31, 2025, we had a global talent base consisting of approximately 1,460 full-time employees.
Our iconic user experience, with enhanced imagery and relevant, personalized recommendations, enables consumers to navigate to the entertainment they want to watch in an enjoyable and engaging experience. • Consumer Electronics : We invent and deliver audio technologies to be deployed across ecosystems in support of consumers enjoying an extraordinary entertainment or gaming experience from the living room, desktop, or on the go.
Our iconic user experience, with enhanced imagery and relevant, personalized recommendations, enables consumers to navigate the entertainment they want to watch in an enjoyable and engaging experience across their favorite devices at home and on the go. • Consumer Electronics : We invent and deliver audio technologies to be deployed across ecosystems in support of consumers enjoying an extraordinary entertainment or gaming experience from the living room, desktop, or on the go.
Connected Car We group our Connected Car business into two main categories based on the products delivered to our customers: HD Radio and DTS AutoStage. HD Radio HD Radio is the only digital terrestrial broadcast system approved by the FCC for AM/FM radio in the United States, offering additional channels, crystal-clear sound and advanced data services with no subscription fees.
Connected Car Connected Car has two main categories based on the products delivered to our customers: HD Radio and DTS AutoStage. HD Radio HD Radio is the only digital terrestrial broadcast system approved by the FCC for AM/FM radio in the United States, offering additional channels, crystal-clear sound and advanced data services with no subscription fees.
Consumer Electronics Our Consumer Electronics business provides technology solutions delivered to our customers to enhance their entertainment experience in the home and on-the-go. Below are some of the key solutions we license: Home and Mobile Audio Solutions Our solutions consist of premier audio technology for high-definition entertainment experiences.
Consumer Electronics Within Consumer Electronics, we provide technology solutions delivered to our customers to enhance their entertainment experience in the home and on-the-go. Below are some of the key solutions we license: Home and Mobile Audio Solutions Our solutions consist of premier audio technology for high-definition entertainment experiences.
We continue to develop and evolve our DTS audio technologies, leveraging our content insight and artificial intelligence (“AI”) capabilities, to deliver immersive audio with enhanced device playback solutions that solve end user issues such as ease of wireless set up, loudness and dialog clarity. • Connected Car : We seek to transform the automotive experience with a content-oriented multimedia experience, driven by personalization to the connected car.
We continue to develop and evolve our DTS audio technologies, leveraging our content insight and artificial intelligence (“AI”) capabilities, to deliver immersive audio with enhanced device playback solutions that solve end user issues such as loudness and dialogue clarity. • Connected Car : We seek to transform the automotive experience with a content-oriented multimedia experience, driven by personalization to the connected car.
Thus, we believe there is a significant market opportunity for an independent media platform that enables participants to monetize their products through recurring revenue streams across the lifecycle of the device rather than just a one-time monetization opportunity at the point-of-sale. • Marked Need for An Independent Media Platform : Just over half of all Smart TVs each year are shipped into Western Europe and North America by leading electronics manufacturers who lack the scale required to support the technology, content, and monetization capabilities of a Smart TV OS and streaming media platform.
Thus, we believe there is a significant market opportunity for an independent media platform that enables participants to monetize their products through recurring revenue streams across the lifecycle of the device rather than just a one-time monetization opportunity at the point-of-sale. 7 • Market Need for an Independent Media Platform : Roughly half of all Smart TVs each year are shipped into Western Europe and North America by leading electronics manufacturers who do not currently support the technology, content, and monetization capabilities of a proprietary Smart TV OS and streaming media platform.
Strategy Our business focuses on creating extraordinary experiences at home and on the go for millions of consumers around the world, elevating content and how audiences connect with it, in a way that is more intelligent, immersive, and personal: • Pay-TV : We transform the traditional television user experience from linear multichannel video programming distributors (“MVPD”) with cloud-based DVRs into an immersive, intuitive, and hyper-personalized experience.
Strategy Our business focuses on creating extraordinary experiences at home and on the go for millions of consumers around the world, elevating content and how audiences connect with entertainment in a way that is more intelligent, immersive, and personal: • Pay-TV : We transform the traditional linear television user experience from multichannel video programming distributors (“MVPDs”) through a cloud-based immersive, intuitive, and hyper-personalized solution.
The legal and regulatory landscape surrounding AI, machine learning, and automated decision-making processes and similar technologies, including proprietary AI and machine learning algorithms and models (collectively, “AI Technologies”) is rapidly evolving and uncertain, including in the areas of intellectual property, cybersecurity, and privacy and data protection.
The legal and regulatory landscape surrounding AI, machine learning, and automated decision-making processes and similar technologies, including proprietary AI and machine learning algorithms and models (collectively, “AI Technologies”) is rapidly evolving and uncertain. Laws impacting the use of AI Technologies include AI-specific laws, and also laws in the areas of intellectual property, cybersecurity, and privacy and data protection.
We offer one of the industry’s most comprehensive metadata libraries, covering television, sports, movies, digital-first, celebrities, books, and video games. Our focus on quality, robustness and consistent international depth has made us a recognized leader in entertainment metadata services worldwide.
We offer one of the industry’s most comprehensive metadata libraries, including linear and streaming television, sports, movies, digital-first, and celebrities. Our focus on quality, robustness and consistent international depth has made us a recognized leader in entertainment metadata services worldwide.
Since announcing Vestel as our initial TiVo OS partner, we have announced additional design wins with major TV companies such as Sharp, Panasonic, Skyworth, and Konka, and have a total of eight Smart TV companies under contract, including three TV OEMs for the US market, including Sharp Home Electronics Company of America.
Since announcing Vestel as our initial TiVo OS partner, we have announced additional design wins with major TV companies such as Sharp, Panasonic, Skyworth, and Thomson, and have a total of ten Smart TV companies under contract, including three TV OEMs for the US market.
Pay-TV Our Pay-TV business delivers a range of User Experience (“UX”) solutions servicing Pay-TV operators on a worldwide basis with products that address the evolving user experience around TV content consumption, creating a truly unified media experience.
Pay-TV Within Pay-TV, we deliver a range of User Experience (“UX”) solutions servicing Pay-TV operators on a worldwide basis with products that address the evolving user experience around TV content consumption, creating a truly unified media experience.
The Children’s Online Privacy Protection Act 15 restricts the ability of service providers to collect information from minors and the Protection of Children from Sexual Predators Act of 1998 requires service providers to report evidence of violations of federal child pornography laws under certain circumstances.
The Children’s Online Privacy Protection Act restricts the ability of service providers to collect certain information from children under thirteen years of age in certain contexts, and the Protection of Children from Sexual Predators Act of 1998 requires service providers to report evidence of violations of federal child pornography laws under certain circumstances.
We protect our innovations and inventions through a variety of means, including, but not limited to, applying for patent, copyright, and trademark protection domestically and internationally, and protecting our trade secrets. As of December 31, 2024, we held approximately 492 United States issued patents and 45 patent applications, as well as approximately 678 foreign issued patents and 100 patent applications.
We protect our innovations and inventions through a variety of means, including, but not limited to, applying for patent, copyright, and trademark protection domestically and internationally, and protecting our trade secrets. As of December 31, 2025, we held approximately 465 United States issued patents and 42 patent applications, as well as approximately 449 foreign issued patents and 80 patent applications.
In video metadata, we compete with other providers of entertainment-related content metadata such as Gracenote (a subsidiary of Nielsen Holdings plc) and Ericsson Group’s Red Bee Media, as well as a number of local metadata providers.
In video metadata, we compete with other providers of entertainment-related content metadata such as Gracenote (a subsidiary of Nielsen Holdings plc), as well as a number of local metadata providers.
We are innovating to create the dashboard of the future, striving to accommodate more types of entertainment, from audio, video, gaming and more to create a compelling entertainment experience in the car. • Media Platform : We are strongly positioned as an independent media platform that enables Smart TV OEMs to brand the TV user experience and maintain the customer relationship; provides the necessary scale to secure top content streaming providers; and generates recurring revenue by participating in the platform monetization throughout the device’s lifespan.
We are innovating to create the dashboard of the future, striving to accommodate more types of entertainment, from audio, video, gaming and more to create a compelling entertainment experience in the car. • Media Platform : We believe we are strongly positioned as an independent media platform in several ways: we generate recurring revenue by monetizing viewership throughout a device’s lifespan, we provide the necessary scale to secure top content streaming providers, and we allow Smart TV OEMs to brand the user experience and maintain the customer relationship.
Broadcasters, MVPDs, content producers, advertising agencies and advertisers use our TV viewership data, alone or in combination with third-party data sources utilizing industry-leading data safe havens, to target promotions and advertising directly, or through third-party viewer segments, to monetize their subscriber customer base. 12 Monetization – Advertising Solutions We provide advertisers with nationwide or regionally-targeted advertising on our various owned or operated devices.
Broadcasters, MVPDs, content producers, advertising agencies and advertisers use our TV viewership data, alone or in combination with third-party data sources utilizing industry-leading data safe havens, to target promotions and advertising directly, or through third-party viewer segments, to monetize their subscriber customer base.
Such laws and regulations could affect our ability to process personal data (in particular, our ability to use certain data or personal information for purposes such as monetization, risk or fraud avoidance, and targeted marketing or advertising, or otherwise to provide data about the end-users and/or customers and their behavior), our ability to control our costs by using certain vendors or service providers, or our ability to offer certain services in certain jurisdictions, which in turn could negatively affect our financial condition and business operations, and subject us to fines, penalties, or other liability.
Such laws and regulations could affect our ability to process personal data (in particular, our ability to use personal data for purposes such as monetization, risk or fraud avoidance, and targeted marketing or advertising, or otherwise to process personal data about end-users and/or customers and their behavior), our ability to control our costs by using certain vendors or service providers, or our ability to offer certain services in certain jurisdictions.
The last of the issued patents to expire is in 2042. Research & Development As demonstrated by our portfolio of industry-recognized, widely-deployed advanced technologies, we have a long track record of innovating in the fields of audio and video discovery. We believe that ongoing investment in R&D is required for us to remain competitive in the markets we serve.
The last of the issued patents to expire is in 2044. Research & Development As demonstrated by our portfolio of industry-recognized, widely-deployed advanced technologies, we have a long track record of innovating in the fields of audio and video discovery.
As the TiVo OS footprint increases, the inventory of FAST and AVOD services, such as our own TiVo+ network, also increases, which provides a robust opportunity to scale the monetization of this unique, connected TV advertisement inventory.
As the TiVo OS footprint increases, the inventory of FAST and AVOD services, such as our own TiVo+ network, also increases, which provides a robust opportunity to scale the monetization of this unique, connected TV advertisement inventory. 11 Devices – TiVo OS for TV TiVo OS for TV is a Linux-based Smart TV operating system that leverages TiVo OS technologies, features, and capabilities.
HD Radio is supported by more than 2,700 radio stations offering over 4,600 digital audio broadcasts, including 97 of the 100 largest stations in the United States, and is incorporated into vehicles from Acura, Audi, BMW, Ford, Honda, Hyundai, Tesla, and Toyota, among many others.
HD Radio is supported by more than 2,900 radio stations offering over 5,000 digital audio broadcasts, including 97 of the 100 largest stations in the United States, and is incorporated into vehicles from all major car manufacturers selling in North America, including Acura, Audi, BMW, Ford, Honda, Hyundai, Kia, Lexus, Mazda, Tesla, Toyota, and Volkswagen, among others.
We work with service providers bundling their non-TiVo advertising inventory with our native inventory, thereby giving us a more significant national footprint.
We work with service providers bundling their non-TiVo advertising inventory with our native inventory, thereby giving us a more significant national footprint. 12 Growth Factors There are several facets of our product growth strategy.
We have world-class talent and strong research and development capabilities in various locations throughout the world. Starting with core research, machine learning and advanced algorithm development, we continue to focus on next generation technology 14 solutions.
We believe that ongoing investment in research and development (“R&D”) is required for us to remain competitive in the markets we serve. We have world-class talent and strong research and development capabilities in various locations throughout the world. Starting with core research, machine learning and advanced algorithm development, we continue to focus on next generation technology solutions.
Personalized Content Discovery, Natural Language Voice and Insights Personalized Content Discovery with conversation services provides our customers with a way to enable their customers (the device user) to quickly find, discover and access content across linear television, VOD, DVR, and streaming sources.
Customers typically pay us a monthly or quarterly licensing fee for the rights to use our metadata, receive regular updates, and integrate metadata into their own service. 9 Personalized Content Discovery, Natural Language Voice and Insights Personalized Content Discovery with conversation services provides our customers with a way to enable their customers (the device user) to quickly find, discover and access content across linear television, VOD, DVR, and streaming sources.
In doing so, we are competing with the same platforms and TV OEMs that operate their own TV operating systems such as Samsung, Vizio (a subsidiary of Walmart), and LG. TiVo Stream 4K. We compete against products with on-demand streaming capabilities offered by internet CE manufacturers.
In doing so, we are competing with the same platforms and TV OEMs that operate their own TV operating systems such as Samsung, Vizio (a subsidiary of Walmart), and LG. TV Audience Data.
We measure employee experience by collecting insight and understanding of engagement and satisfaction. We use an employee engagement survey, executive roundtables, and employee focus groups to solicit input. Task forces are regularly created to identify and address gaps, resulting in changes to policies and practices and benefits offerings.
We measure employee experience by collecting insight and understanding of engagement and satisfaction. We use an employee engagement survey, executive roundtables, and employee focus groups to solicit input.
We are also subject to international laws (including but not limited to the European Union’s General Data Protection Regulation) associated with data protection, privacy, and other aspects of our business in Europe, Asia, and elsewhere in the world, and the interpretation and application of data protection laws remains uncertain. Our operations in China may also be subject to privacy regulations.
We are also subject to international laws associated with data protection, privacy, cybersecurity, artificial intelligence and other aspects of our business in Europe, Asia, and elsewhere in the world, and the interpretation and application of these laws remain uncertain. Our operations in the European Union (“EU”) are subject to various data protection, data governance, and cybersecurity laws.
Connected Car Our HD Radio and DTS AutoStage solutions face competition from streaming and subscription-based digital service providers such as Sirius/XM, Pandora, Gracenote, Amazon and other digital audio, video and data service providers. Media Platform TiVo OS . We compete for Smart TV platform adoption with companies such as Roku, Alphabet’s Google TV and Amazon FireTV.
Connected Car Our HD Radio and DTS AutoStage solutions face competition from streaming and subscription-based digital service providers such as Sirius/XM, Pandora, Gracenote, Amazon and other digital audio, video and data service providers. 13 Media Platform The competition we face for digital advertising and media, entertainment promotional spending, as well as data licensing, is intense and rapidly evolving.
The privacy regulatory landscape has been changing rapidly, and we may become subject to new privacy or cybersecurity laws and regulations in the U.S. and internationally.
Each jurisdiction may enact different standards, which could impact our ability to deliver or monetize data, services or other solutions. 14 The privacy regulatory landscape has been changing rapidly, and we may become subject to new privacy or cybersecurity laws and regulations in the U.S. and internationally.
There is no assurance that we will be able to appropriately respond to this evolving landscape, which may result in legal liability, regulatory action, or brand and reputational harm.
Compliance with new or changing laws, regulations or industry standards relating to AI may impose significant operational costs and may limit our ability to develop, deploy or use AI Technologies. There is no assurance that we will be able to appropriately respond to this evolving landscape, which may result in legal liability, regulatory action, or brand and reputational harm.
Our platform strives to creates high viewer engagement through an unbiased, personalized, content-first user experience, combining both traditional linear TV and streaming services that makes it easy to find, watch and enjoy content across fragmented ecosystems. Our solutions allow advertisers and entertainment producers to connect with highly engaged audiences they cannot as easily reach on other platforms.
Our platform strives to create strong viewer engagement through an unbiased, personalized, content-first user experience, combining both traditional broadcast TV and streaming services that makes it easy to find, watch and enjoy content across fragmented streaming ecosystems.
Over time, we believe consumers will place significant importance on the quality of media delivery and will expect the media quality in the car to be comparable to that of their living room including access to streaming video and interactive gaming solutions. • Increasing Use of “Smart” Devices : Consumers have long relied on smartphones enabled with virtual assistants, talk-to-text, and other intelligent features, and increasingly want other home devices (as well as their automobiles) to be enabled with similar smart capabilities.
Over time, we believe consumers will place significant importance on the quality of media delivery and will expect the media quality in the car to be comparable to that of their living room including access to streaming video and interactive gaming solutions.
For example, the California Consumer Privacy Act (“CCPA”) requires covered businesses to provide disclosures to California consumers and allows for a cause of action for data breaches.
For example, among other measures, the California Consumer Privacy Act (“CCPA”) requires covered businesses to provide disclosures to California consumers, provide consumers with the right to opt-out of certain sales of personal information and the disclosure of personal information for cross-context behavioral advertising, and allows for a private right of action for certain data breaches.
This video service brings an award-winning, content-first experience to the connected car, delivering premium content across live TV, news, sports, movies and more. BMW launched the first series of automobiles featuring AutoStage video service in fall of 2023 and integrated this service into additional makes and models in 2024.
In 2023, BMW Group launched the deployment of the DTS AutoStage Video Service Powered by TiVo, across various models in the United States, Great Britain, Germany, France, Italy, Spain, Japan and South Korea. This video service brings an award-winning, content-first experience to the connected car, delivering premium content across live TV, news, sports, movies and more.
Laws relating to many of these areas are being debated and considered for adoption by many countries throughout the world. Each jurisdiction may enact different standards, which could impact our ability to deliver or monetize data, services or other solutions.
Laws relating to many of these areas are being debated and considered for adoption by many countries throughout the world.
All other company, brand and product names may be trademarks or registered trademarks of their respective companies. Overview We are a leading consumer and entertainment technology company.
All other company, brand and product names may be trademarks or registered trademarks of their respective companies. Overview We are a leading media and entertainment technology company. Our technologies are integrated into consumer devices, connected cars, and a variety of media platforms worldwide, enabling our unique audiences to connect with entertainment content in a more intelligent, immersive, and personal way.
Video content delivery is rapidly shifting from linear broadcast to over-the-top streaming platforms, impacting not just how users consume content, but also the ad-supported programming ecosystem.
Market Opportunity Consumer behaviors around media consumption are undergoing a significant transformation, driven by new platforms for content delivery, greater content diversity, and an increase in time spent consuming video content. Video content delivery is rapidly shifting from linear broadcast to over-the-top streaming platforms, impacting not just how users consume content, but also the ad-supported programming ecosystem and commercial model.
Legacy TiVo DVR Subscriptions We offer direct-to-consumer retail TiVo DVR subscriptions in North America. The TiVo Service Platform includes a modular front-end that allows the basic platform to be used by hardware manufacturers to build set-top-boxes that support digital and analog broadcast, cable, internet TV, streaming and VOD services.
Legacy TiVo DVR Subscriptions We offer direct-to-consumer retail TiVo DVR subscriptions primarily in the United States. The TiVo Service Platform enables third-party set-top-boxes that support a combination of certain digital and analog broadcast, cable, internet TV, streaming and VOD services. Consumers typically pay us a per-device, per month fee for TiVo DVR subscriptions.
Advertisers place ads in a variety of display formats in both traditional linear television and digital advertising for internet delivered content, seamlessly incorporated into the user interface. Using our Personalized Content Discovery platform, we also target content promotions as “paid search” by directly including the sponsored content in the user interface’s recommended content carousel.
Monetization – Advertising Solutions We provide advertisers with nationwide or regionally-targeted advertising on our various owned or operated devices. Advertisers place ads in a variety of display formats in both traditional linear television and digital advertising for internet delivered content, seamlessly incorporated into the user interface.
Devices – TiVo OS for TV TiVo OS for TV is a Linux-based Smart TV operating system that leverages TiVo OS technologies, features, and capabilities. The TiVo OS platform for Smart TVs launched in 2023 with our first Smart TV OEM partner Vestel.
The TiVo OS platform for Smart TVs launched in 2023 with our first Smart TV original equipment manufacturer (“OEM”) partner Vestel.
TiVo OS provides content recommendations based on AI-defined insights, encouraging consumers to continually discover their next new favorite TV show or movie.
Platform – TiVo OS TiVo OS drives industry-leading consumer engagement by delivering rich metadata, personalized recommendations, natural language understanding and voice control, and a content-first user experience across streaming services and linear television. TiVo OS provides content recommendations based on AI-defined insights, encouraging consumers to continually discover their next new favorite TV show or movie.
Environmental, Social & Governance We created our Environmental, Social and Governance (“ESG”) program around three key focus areas: Culture and Belonging, Resilience, and Community Impact. Xperi plans to publish its ESG report annually. Our report will be available on the Xperi website.
Task forces are regularly created to identify and address gaps, resulting in changes to policies and practices and benefits offerings. 16 Corporate Responsibility We built our corporate responsibility program around three key focus areas: Culture and Belonging, Resilience, and Community Impact. Xperi intends to publish its corporate responsibility report annually. Our 2024 report is available on the Xperi website.
Our footprint includes millions of traditional linear TV households, where we deterministically capture viewership and ad exposure data in the home. By creating an environment where users search less and watch more, we enable content producers to grow their audiences and consumer brands to increase exposure to their marketing campaigns over time.
Our footprint includes millions of traditional linear TV households, where we deterministically capture viewership and ad exposure data in the home and apply that data to increase value for our partners and ourselves.
This solution is an optional feature available through our DTS AutoStage offering, known as DTS AutoStage Video Service Powered by TiVo. Our first design win was announced in 2022 with BMW and went into production in the fall of 2023, providing a living room-like experience through the display screen in the dashboard of the vehicle.
Our first design win was announced in 2022 with BMW and went into production in the fall of 2023, providing a living room-like experience through the display screen in the dashboard of the vehicle. We have also launched with Mercedes Benz, and have other European and Japanese OEM design wins coming to market soon while actively pursuing additional opportunities.
Media Platform includes TiVo Operating System (“OS”) and the Smart TVs and connected cars that leverage TiVo OS, the associated monetization services across our platforms, our middleware solutions, and sales of TiVo Stream 4K. 11 Platform – TiVo OS TiVo OS drives industry-leading consumer engagement by delivering rich metadata, personalized recommendations, natural language understanding and voice control, and a content-first user experience across streaming services and linear television.
Media Platform includes the TiVo Operating System (“OS”) and the Smart TVs and connected cars that leverage TiVo OS, the associated monetization services across our platforms through the TiVo One ad platform, and our TV middleware solutions.
Daimler launched the first series of automobiles featuring the DTS AutoStage platform in September 2020, followed by numerous vehicle brands thereafter. In 2023, BMW Group launched the deployment of the DTS AutoStage Video Service Powered by TiVo, across various models in the United States, Great Britain, Germany, France, Italy, Spain, and South Korea.
Daimler launched the first series of automobiles featuring the DTS AutoStage platform in September 2020, followed by numerous vehicle brands including BMW, Ford, Hyundai, Tesla and others. There are now over 14 million vehicles on the road with the solution.
There is uncertainty around the validity and enforceability of intellectual property rights related to the use, development, and deployment of AI Technologies. Compliance with new or changing laws, regulations or industry standards relating to AI may impose significant operational costs and may limit our ability to develop, deploy or use AI Technologies.
In addition, there is uncertainty around the validity and enforceability of intellectual property rights generated through the use of AI Technologies, including tools we use in our product development.
Removed
We believe we create extraordinary experiences at home and on the go for millions of consumers around the world, enabling our unique audiences to connect with content in a more intelligent, immersive, and personal way.
Added
As our audiences engage with content on our platform, we operate a global, cross-screen advertising solution that enables brands to reach millions of engaged consumers across our rapidly expanding digital entertainment ecosystem, driving increased value for our partners, customers, and consumers.
Removed
Powering smart devices, connected cars, entertainment experiences and more, we bring together ecosystems designed to reach highly-engaged consumers, allowing us and our ecosystem partners to uncover significant new business opportunities, now and in the future. Our technologies are integrated into consumer devices and a variety of media platforms worldwide, driving increased value for our partners, customers, and consumers.
Added
In November 2025, we approved a restructuring plan designed to improve cost efficiency and better align our operating structure with our long-term strategies and prevailing market conditions that included a reduction of approximately 250 employees across all business and functional areas. For further information, refer to Note 15— Restructuring Activities of the Notes to Consolidated Financial Statements.
Removed
In December 2023, we entered into a definitive agreement with Tobii AB (“Tobii”), an eye tracking and attention computing company, pursuant to which we agreed to sell our AutoSense in-cabin safety business and related imaging solutions (the “AutoSense Divestiture”). The AutoSense Divestiture was completed in January 2024, and has streamlined our business and further enhanced our focus on entertainment markets.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAdditionally, certain features and functionalities of our TiVo OS, TiVo service, and DVRs and non-DVR set-top-boxes that incorporate our software depend on third-party components and technologies. If we or our third-party partners are unable to purchase or license such third-party components or technologies, we may not be able to offer certain related features and functionalities to our customers.
Biggest changeIf one or more of these third parties is unable or unwilling to meet its obligations regarding such entry, the success of TiVo OS could be harmed. 27 Additionally, certain features and functionalities of our TiVo OS, TiVo service, DVRs and non-DVR set-top-boxes, and other streaming devices that incorporate our software depend on third-party components and technologies.
Some of our current or future competitors may have significantly greater financial, technical, marketing and other resources than we do, may enjoy greater brand recognition than we do, or may have more experience or advantages than we have in the markets in which they compete.
Some of our current or future competitors may have significantly greater financial, technical, marketing and other resources than we have, may enjoy greater brand recognition than we do, or may have more experience or advantages than we have in the markets in which they compete.
Our future success will depend, in part, upon the ability of our management team to manage such changes effectively, requiring our management to: • recruit, hire, and train additional personnel, or effectively manage the transition of exiting personnel; • transition and improve our operational and financial systems, procedures, and controls; 23 • maintain our cost structure at an appropriate level based on the royalties, revenue and cash we forecast and generate; • manage multiple concurrent development projects; and • manage operations in multiple time zones with different cultures and languages.
Our future success will depend, in part, upon the ability of our management team to manage such changes effectively, requiring our management to: • recruit, hire, and train additional personnel, or effectively manage the transition of exiting personnel; 23 • transition and improve our operational and financial systems, procedures, and controls; • maintain our cost structure at an appropriate level based on the royalties, revenue and cash we forecast and generate; • manage multiple concurrent development projects; and • manage operations in multiple time zones with different cultures and languages.
Among other things, continuing and increased consumer acceptance of HD Radio technology will depend upon: • the number of radio stations broadcasting digitally using HD Radio technology; • the willingness of automobile manufacturers to include HD Radio receivers in their vehicles; • the willingness of Tier 1 suppliers to incorporate HD Radio technology into their products; 24 • the cost and availability of HD Radio enabled products; and • the marketing and pricing strategies that we employ and that are employed by our customers and retailers.
Among other things, continuing and increased consumer acceptance of HD Radio technology will depend upon: • the number of radio stations broadcasting digitally using HD Radio technology; • the willingness of automobile manufacturers to include HD Radio receivers in their vehicles; 24 • the willingness of Tier 1 suppliers to incorporate HD Radio technology into their products; • the cost and availability of HD Radio enabled products; and • the marketing and pricing strategies that we employ and that are employed by our customers and retailers.
If we are unable to deliver the contracted-for technology, including specified customizations and modifications and services in a timely manner or at all, then we could face penalties in the form of unreimbursed engineering development work, loss of subscriber or minimum financial commitments on the part of our partners, or in extreme cases, the early termination of such distribution agreements.
If we are unable to deliver the contracted-for technology, including specified customizations, modifications and services in a timely manner or at all, then we could face penalties in the form of unreimbursed engineering development work, loss of subscriber or minimum financial commitments on the part of our partners, or in extreme cases, the early termination of such distribution agreements.
Our inability to renew existing arrangements on terms that are favorable to us, or enter into alternative arrangements that allow us to effectively provide and transmit our metadata to customers, could have a material adverse effect on our businesses that leverage metadata, including our interactive program guide business, and could damage the attractiveness of our metadata offerings to our customers or could increase the costs associated with providing our metadata offerings, and cause our revenue or margins to decline, which would adversely impact business, financial condition and results of operations.
Our inability to renew existing arrangements on terms that are favorable to us, or enter into alternative arrangements that allow us to effectively provide and transmit our metadata to customers, could have a material adverse effect on our businesses that leverage metadata, including our interactive program guide business, and could damage the attractiveness of our metadata offerings to our customers or could increase the costs associated with providing our metadata offerings, and cause our revenue or margins to decline, which would adversely impact our business, financial condition and results of operations.
Pursuant to the stock repurchase program approved by the Board of Directors in April 2024 (the “Program”), we may repurchase of up to $100.0 million of our common stock, from time to time, through open market purchases, block trades, in privately negotiated transactions, accelerated share repurchase transactions, or by other means.
Pursuant to the stock repurchase program approved by the Board of Directors in April 2024 (the “Program”), we may repurchase up to $100.0 million of our common stock, from time to time, through open market purchases, block trades, in privately negotiated transactions, accelerated share repurchase transactions, or by other means.
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; • fluctuations in foreign currency exchange rates; • restrictions on, or difficulties and costs associated with, the repatriation of cash from foreign countries to the United States; • earnings and cash flows that may be subject to tax withholding requirements or the imposition of tariffs; • political and economic instability, trade conflict and international hostilities; 28 • unexpected changes in political or regulatory environments; • differing employment practices, labor compliance and costs associated with a global workforce; • exchange controls or other restrictions; • import and export restrictions and other trade barriers; • difficulties in maintaining overseas subsidiaries and international operations; and • difficulties in obtaining approval for significant transactions.
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; • fluctuations in foreign currency exchange rates; • restrictions on, or difficulties and costs associated with, the repatriation of cash from foreign countries to the United States; • earnings and cash flows that may be subject to tax withholding requirements or the imposition of tariffs; • political and economic instability, trade conflict and international hostilities; • unexpected changes in political or regulatory environments; • differing employment practices, labor compliance and costs associated with a global workforce; • exchange controls or other restrictions; • import and export restrictions and other trade barriers; • difficulties in maintaining overseas subsidiaries and international operations; and • difficulties in obtaining approval for significant transactions.
The market price of our common stock may fluctuate significantly due to a number of factors, some of which may be beyond our control, including: • our quarterly or annual earnings, or those of other companies in our industry; • the failure of securities analysts to cover our common stock; • actual or anticipated fluctuations in our operating results; • changes in earnings estimates by securities analysts or our ability to meet those estimates or our earnings guidance; • the operating and stock price performance of other comparable companies; • overall market fluctuations and domestic and worldwide economic conditions; and 42 • other factors described in these “Risk Factors” and elsewhere herein.
The market price of our common stock may fluctuate significantly due to a number of factors, some of which may be beyond our control, including: • our quarterly or annual earnings, or those of other companies in our industry; • the failure of securities analysts to cover our common stock; • actual or anticipated fluctuations in our operating results; • changes in earnings estimates by securities analysts or our ability to meet those estimates or our earnings guidance; • the operating and stock price performance of other comparable companies; • overall market fluctuations and domestic and worldwide economic conditions; and • other factors described in these “Risk Factors” and elsewhere herein.
For example, certain EU laws and regulations prohibit access to or storage of information on a user’s device (such as cookies and similar technologies that we use for advertising) that is not “strictly necessary” to provide a user-requested service or used for the “sole purpose” of a transmission unless the user has provided consent, and users may choose not to provide this consent to collection of information which is used for advertising purposes.
For example, certain EU and UK laws and regulations prohibit access to or storage of information on a user’s device (such as cookies and similar technologies that we use for advertising) that is not “strictly necessary” to provide a user-requested service or used for the “sole purpose” of a transmission unless the user has provided consent, and users may choose not to provide this consent to collection of information which is used for advertising purposes.
Notwithstanding the Tax Opinion and the IRS Ruling, the IRS could determine that the Distribution or a related transaction should nevertheless be treated as a taxable transaction to our Former Parent if it determines that any of the facts, assumptions, representations or undertakings of our Former Parent is not correct or that the Distribution should be taxable for other reasons, including if the IRS were to disagree with the conclusions in the Tax Opinion that are not covered by the IRS Ruling.
Notwithstanding the Tax Opinion and the IRS Ruling, the IRS could determine that the Distribution or a related transaction should nevertheless be treated as a taxable transaction to our Former Parent if it determines that any of the facts, assumptions, representations or undertakings of our Former Parent is not correct or that the Distribution should be taxable for other reasons, including if the 42 IRS were to disagree with the conclusions in the Tax Opinion that are not covered by the IRS Ruling.
Following the Mergers, and in anticipation of the Distribution, our Former Parent sought and received the IRS Ruling, which included a ruling from the IRS regarding the proper manner and methodology for measuring the common ownership in the stock of our Former Parent, Pre-Merger Xperi and 41 Pre-Merger TiVo for purposes of determining whether there has been a 50 percent or greater change of ownership under section 355(e) of the Code.
Following the Mergers, and in anticipation of the Distribution, our Former Parent sought and received the IRS Ruling, which included a ruling from the IRS regarding the proper manner and methodology for measuring the common ownership in the stock of our Former Parent, Pre-Merger Xperi and Pre-Merger TiVo for purposes of determining whether there has been a 50 percent or greater change of ownership under section 355(e) of the Code.
Geopolitical factors such as terrorist activities, wars, foreign invasion or armed conflict, tariffs, trade disputes, local or global recessions, diplomatic or economic tensions (such as the tension between China and Taiwan), long-term environmental risks, climate change, or global health conditions that adversely affect the global economy may adversely affect our business, financial condition and results of operations.
Geopolitical factors such as terrorist activities, wars, foreign invasion or armed conflict, tariffs, trade disputes, local or global recessions, diplomatic or economic tensions (such as the tension between China and Taiwan), long-term environmental risks, climate change, or global 28 health conditions that adversely affect the global economy may adversely affect our business, financial condition and results of operations.
We may take advantage of the longer phase-in periods for the adoption of new or revised financial accounting standards permitted under the JOBS Act until we are no longer an emerging growth company. If we were to 44 subsequently elect instead to comply with these public company effective dates, such election would be irrevocable pursuant to the JOBS Act.
We may take advantage of the longer phase-in periods for the adoption of new or revised financial accounting standards permitted under the JOBS Act until we are no longer an emerging growth company. If we were to subsequently elect instead to comply with these public company effective dates, such election would be irrevocable pursuant to the JOBS Act.
Currently, a limited number of devices are designed to support certain of our technologies. If we are unsuccessful in causing component manufacturers, device manufacturers and software providers to integrate certain of our 25 technologies into their product offerings, those technologies may become less accessible to consumers, which would adversely affect our business, financial condition, and results of operations.
Currently, a limited number of devices are designed to support certain of our technologies. If we are unsuccessful in causing component manufacturers, device manufacturers and software providers to integrate certain of our technologies into their product offerings, those technologies may become less accessible to consumers, which would adversely affect our business, financial condition, and results of operations.
Future regulations or changes in laws and regulations (or their existing interpretations or applications) could also hinder our operational flexibility, raise compliance costs, and result in additional liabilities for us, which may harm our business. If we are found liable for content that is distributed through or advertising that is served through our platform, our business could be harmed.
Future regulations or changes in laws and regulations (or their existing interpretations or applications) could also hinder our operational flexibility, raise compliance costs, and result in additional liabilities for us, which may harm our business. 39 If we are found liable for content that is distributed through or advertising that is served through our platform, our business could be harmed.
Although we cannot predict whether or in what form these proposals will pass, several of the proposals under consideration, if enacted into law, could have an adverse impact on our effective tax rate, income tax expense, and cash flows. Item 1B. Unresolv ed Staff Comments None.
Although we cannot predict whether or in what form these proposals will pass, several of the proposals under consideration, if enacted into law, could have an adverse impact on our effective tax rate, income tax expense, and cash flows. Item 1B. Unresolv ed Staff Comments None. 46
Our failure to successfully develop and commercialize our products or services involving AI Technologies could depress the market price of our stock and impair our ability to: raise capital; expand our business; provide, improve and diversify our 26 product offerings; continue our operations and efficiently manage our operating expenses; and respond effectively to competitive developments.
Our failure to successfully develop and commercialize our products or services involving AI Technologies could depress the market price of our stock and impair our ability to: raise capital; expand our business; provide, improve and diversify our product offerings; continue our operations and efficiently manage our operating expenses; and respond effectively to competitive developments.
If network operators were to engage in restricting, blocking, degrading, or charging for access, it could impede our growth, result in a decline in our quality of service, cause us to incur additional expense, or otherwise impair our ability to attract and 38 retain users, any of which could harm our business.
If network operators were to engage in restricting, blocking, degrading, or charging for access, it could impede our growth, result in a decline in our quality of service, cause us to incur additional expense, or otherwise impair our ability to attract and retain users, any of which could harm our business.
The effects of such actions may adversely impact our business, financial condition and results of operations. 20 Our business depends, in part, on royalty-based and advertising-based revenue models, which are inherently risky. Our business is dependent, in part, on future royalties and/or advertising revenue paid to us by customers and partners.
The effects of such actions may adversely impact our business, financial condition and results of operations. Our business depends, in part, on royalty- and advertising-based revenue models, which are inherently risky. Our business is dependent, in part, on future royalties and/or advertising revenue paid to us by customers and partners.
These exclusive forum provisions, however, do not apply to claims brought under the Exchange Act. There is uncertainty as to whether a court would enforce this provision and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
These exclusive forum provisions, however, do not apply to claims brought under the Exchange Act. There is uncertainty as to whether a court would enforce this 44 provision and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
In addition, U.S. federal, U.S. state, and foreign tax jurisdictions may examine our income tax returns, including income tax returns of acquired companies and acquired tax attributes included therein. We regularly assess the likelihood of outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.
In addition, U.S. federal, U.S. state, and foreign tax jurisdictions may examine our income tax returns, including income tax returns of acquired companies and acquired tax attributes included therein. We regularly assess the likelihood of outcomes 45 resulting from these examinations to determine the adequacy of our provision for income taxes.
In the event that portions of our proprietary technology are determined to be subject to an open source license, or are intentionally released under an open source license, we could be required to publicly release the relevant 34 portions of our source code, which could reduce or eliminate our ability to commercialize our products and technologies.
In the event that portions of our proprietary technology are determined to be subject to an open source license, or are intentionally released under an open source license, we could be required to publicly release the relevant portions of our source code, which could reduce or eliminate our ability to commercialize our products and technologies.
In the ordinary course of our business, we and certain of our third-party providers collect, 29 store, process, and transmit large amounts of corporate, personal, and other information, including intellectual property, proprietary business information, user information (including user payment card information), employee information, and other confidential information (collectively, “Confidential Information”).
In the ordinary course of our business, we and certain of our third-party providers collect, store, process, and transmit large amounts of corporate, personal, and other information, including intellectual property, proprietary business information, user information (including user payment card information), employee information, and other confidential information (collectively, “Confidential Information”).
A stockholder’s percentage of ownership in us may be diluted in the future. A stockholder’s percentage ownership in us may be diluted because of equity issuances for acquisitions, capital markets transactions or otherwise, including, without limitation, equity awards that we may grant to our directors, officers, and employees.
A stockholder’s percentage of ownership in us may be diluted in the future. 43 A stockholder’s percentage ownership in us may be diluted because of equity issuances for acquisitions, capital markets transactions or otherwise, including, without limitation, equity awards that we may grant to our directors, officers, and employees.
Further, if we fail to effectively 27 manage the integration of our software and services with our hardware partners’ devices, we or our manufacturing partners could suffer from product recalls, poorly performing products and higher than anticipated warranty costs.
Further, if we fail to effectively manage the integration of our software and services with our hardware partners’ devices, we or our manufacturing partners could suffer from product recalls, poorly performing products and higher than anticipated warranty costs.
In particular, our principal offices are located in California, and our contract manufacturers and some of our suppliers are located in Asia, both of which are regions known for seismic activity, making our operations in these areas vulnerable to natural disasters or other business disruptions in these areas.
In particular, our principal offices are located in California, and our contract manufacturers and some of our suppliers are located in Asia, both of which are regions known for seismic activity, making our operations in these areas vulnerable to 36 natural disasters or other business disruptions in these areas.
Other risks of such actions include adversely affecting employee morale, managing the expectations of, and maintaining good relations with, customers of disposed or discontinued product lines or business divisions, which could prevent selling other products to them.
Other risks of such actions include adversely affecting employee morale, managing the 20 expectations of, and maintaining good relations with, customers of disposed or discontinued product lines or business divisions, which could prevent selling other products to them.
Additionally, our Former Parent received an IRS Ruling, substantially to the effect that, among other things, the Distribution would qualify as a tax-free transaction under sections 355 and 368(a)(1)(D) of the Code.
Additionally, our Former Parent received an IRS Ruling, substantially to the effect that, among other things, the Distribution would qualify as a tax-free transaction under sections 355 41 and 368(a)(1)(D) of the Code.
Current and future governmental and industry standards may significantly limit our business opportunities. Technology standards are important in the audio and video industry as they help to assure compatibility across a system or series of products.
Current and future governmental and industry standards may significantly limit our business opportunities. 35 Technology standards are important in the audio and video industry as they help to assure compatibility across a system or series of products.
In any such case, our business, financial condition, and results of operation may be harmed. We make significant investments in new products and services that may not achieve technological feasibility or profitability or that may limit our growth.
In any such case, our business, financial condition, and results of operation may be harmed. 25 We make significant investments in new products and services that may not achieve technological feasibility or profitability or that may limit our growth.
Even though we believe we and our vendors are generally in compliance with applicable laws, rules and regulations relating to privacy and data security, these laws are in some cases relatively new and the interpretation and application of these laws are uncertain.
Even though we believe we and our vendors are generally in compliance with applicable laws, rules and regulations relating to privacy and data security, these laws are in some cases relatively new and the interpretation and application of these laws are 32 uncertain.
However, few courts have interpreted the Lesser GNU Public License or other open source licenses, and the manner in which these licenses may be interpreted and enforced is therefore subject to some uncertainty.
However, few courts have interpreted the Lesser GNU Public License or other open source licenses, and the manner in which these licenses may be 34 interpreted and enforced is therefore subject to some uncertainty.
Also, the strikes called by the Writers Guild of America and SAG-AFTRA reduced the demand for advertising and media and entertainment promotional spending campaigns, which negatively impacted our business and results of operations.
Also, the strikes called by the Writers Guild of America and SAG-AFTRA 21 reduced the demand for advertising and media and entertainment promotional spending campaigns, which negatively impacted our business and results of operations.
Any additional laws, rules and regulations imposed on digital audio broadcasting may adversely impact the attractiveness of HD Radio technology and negatively impact 39 our business, financial condition and results of operations.
Any additional laws, rules and regulations imposed on digital audio broadcasting may adversely impact the attractiveness of HD Radio technology and negatively impact our business, financial condition and results of operations.
The existence of any material 45 weakness in our internal control over financial reporting could also affect our ability to obtain financing or could increase the cost of any such financing.
The existence of any material weakness in our internal control over financial reporting could also affect our ability to obtain financing or could increase the cost of any such financing.
Risks Related to Cybersecurity and Data Privacy If we or our third-party providers experience significant disruptions of our IT Systems or data security incidents, this could result in harm to our reputation, subject us to liability, cause us to modify our business practices, and otherwise materially adversely affect our business, results of operations, and financial conditions.
Risks Related to Cybersecurity and Data Privacy If we or our third-party providers experience significant disruptions of our IT Systems or data security incidents, this could result in harm to our reputation, subject us to liability, cause us to modify our business practices, and otherwise materially adversely affect our business, results of operations, and financial condition.
We depend on a limited number of third parties to design, manufacture, distribute and supply hardware devices upon which our TiVo software and services operate. Our TiVo software and services operate on a number of hardware products, including DVR and non-DVR set-top-boxes and TVs with TiVo OS that are produced by third-party hardware companies.
We depend on a limited number of third parties to design, manufacture, distribute and supply hardware devices upon which our TiVo software and services operate. Our TiVo software and services operate on a number of hardware products that are produced by third-party hardware companies, including DVR and non-DVR set-top-boxes and TVs and other streaming devices with TiVo OS.
Compliance with these obligations could delay or impede the development of new products and may cause reputational harm. As part of our data protection compliance program, we have implemented data transfer mechanisms to provide for the transfer of Personal Information from the EEA or the United Kingdom to the United States.
Compliance with these obligations could delay or impede the development of new products and may cause reputational harm. As part of our data protection compliance program, we have implemented data transfer mechanisms to provide for the transfer of Personal Information from the EEA or the UK to the United States.
In addition, each U.S. state and most U.S. territories, each EU member state, and the United Kingdom, as well as many other foreign nations, have passed laws requiring notification to regulatory authorities, affected users, or others within a specific timeframe when there has been a security breach involving, or other unauthorized access to or acquisition or disclosure of, certain Personal Information and impose additional obligations on companies.
In addition, each U.S. state and most U.S. territories, each EU member state, and the UK, as well as many other foreign nations, have passed laws requiring notification to regulatory authorities, affected users, or others within a specific timeframe when there has been a security breach involving, or other unauthorized access to or acquisition or disclosure of, certain Personal Information and impose additional obligations on companies.
In order for us to remain competitive, we must continue to invest significant resources in innovation and product development to enhance our technologies and our existing products and services and introduce new high-quality technologies, products and services to meet the wide variety of market and competitive pressures.
In order for us to remain competitive, we must price our products and services competitively, and continue to invest significant resources in innovation and product development to enhance our technologies and our existing products and services and introduce new high-quality technologies, products and services to meet the wide variety of market and competitive pressures.
Beginning in 2003, the FCC adopted regulations implementing an agreement between cable television system operators and CE manufacturers to facilitate the retail availability of so-called “plug and play” devices that use unidirectional CableCARDs, including digital televisions and other digital devices that enable subscribers to access cable television programming without the need for a set-top-box (STB) (but without the ability for consumers to use interactive content).
Beginning in 2003, the FCC adopted regulations implementing an agreement between cable television system operators and CE manufacturers to facilitate the retail availability of so-called “plug and play” devices that use unidirectional CableCARDs, including digital televisions and other digital devices that enable subscribers to access cable television programming without the need for a STB (but without the ability for consumers to use interactive content).
If we are not successful in maintaining existing and creating new relationships with TV manufacturing partners, or if we encounter technological, content licensing, or other impediments to these relationships, our ability to grow our business could be adversely impacted.
If we are not successful in maintaining existing and creating new relationships with manufacturing partners and Pay-TV operators, or if we encounter technological, content licensing, or other impediments to these relationships, our ability to grow our business could be adversely impacted.
These products could be copied or functionally surpassed by other designers, manufacturers, or innovators, some of whom may have far greater financial resources than us, and who may be able to develop products with greater capabilities or lower cost.
These products could be copied or functionally surpassed by other designers, manufacturers, or innovators, some of whom may have far greater financial resources than us, and who may be able to develop products with greater capabilities and/or at a lower cost.
These groups may design technology that is less expensive to implement or that enables products with higher performance or additional features. Many of these groups have substantially greater resources, greater financial strength and lower cost structures which may allow them to undercut our price. They also have the advantage of access to internal corporate strategies, technology road-maps and technical information.
These groups may design technology that is less expensive to implement or that enables products with higher performance or additional features. Many of these groups have substantially greater resources, greater financial strength and lower cost structures which may allow them to undercut our price. They also have the advantage of access to internal corporate strategies, technology roadmaps and technical information.
Demand for and adoption of our Connected Car technologies, including HD Radio and DTS AutoStage, may not be sufficient for us to continue to increase the number of customers for these technologies, which include IC manufacturers, manufacturers of broadcast transmission equipment, consumer electronics product manufacturers, component manufacturers, data service providers, manufacturers of specialized and test equipment and radio broadcasters, automobile manufacturers and Tier 1 suppliers to automobile manufacturers.
Demand for and adoption of our Connected Car technologies, including HD Radio and DTS AutoStage, may not be sufficient for us to continue to increase the number of customers for these technologies, which include integrated circuit manufacturers, manufacturers of broadcast transmission equipment, consumer electronics product manufacturers, component manufacturers, data service providers, manufacturers of specialized and test equipment and radio broadcasters, automobile manufacturers and Tier 1 suppliers to automobile manufacturers.
Occurrence of any catastrophic event, including an earthquake, flood, tsunami, wildfire, hurricanes or other weather event, power loss, internet failure, software or hardware malfunctions, cyber attack, war or foreign invasion, terrorist attack and other geopolitical conflicts, medical epidemic or pandemic, government shutdown orders, other man-made disasters, or other catastrophic events could disrupt our, our business partners’ and customers’ business operations or result in disruptions in the broader global economic environment.
Occurrence of severe weather or any catastrophic event, including an earthquake, flood, tsunami, wildfire, landslide, hurricane or other weather event, power loss, internet failure, software or hardware malfunctions, cyber attack, war or foreign invasion, terrorist attack and other geopolitical conflicts, medical epidemic or pandemic, government shutdown orders, other man-made disasters, or other catastrophic events could disrupt our, our business partners’ and customers’ business operations or result in disruptions in the broader global economic environment.
Any adverse impact to the availability, integrity or confidentiality of our IT Systems or Confidential Information could damage our business, hurt our ability to distribute products and services and collect revenue, threaten the proprietary or confidential nature of our technology, harm our reputation, increase the costs of our ongoing cybersecurity protections, result in costly enhancements or remediation measures, and expose us to litigation (including class action lawsuits), government investigations, and other liabilities.
Any significant impact to the availability, integrity or confidentiality of our IT Systems or Confidential Information could damage our business, hurt our ability to distribute products and services and collect revenue, threaten the proprietary or confidential nature of our technology, harm our reputation, increase the costs of our ongoing cybersecurity protections, result in costly enhancements or remediation measures, and expose us to litigation (including class action lawsuits), government investigations, and enforcement actions, and other liabilities.
Events triggering an indemnification obligation under the Tax Matters Agreement include events occurring after the Distribution that cause our Former Parent to recognize a gain under section 355I of the Code, as discussed further below. Such tax amounts could be significant.
Events triggering an indemnification obligation under the Tax Matters Agreement include events occurring after the Distribution that cause our Former Parent to recognize a gain under section 355(e) of the Code, as discussed further below. Such tax amounts could be significant.
We face risks inherent in royalty-based and/or advertising-based business models, many of which are outside of our control, such as the following: • the number of subscribers our Pay-TV customers have or the number of set top boxes our Pay-TV customers provide to their end-user subscribers; • the number of end users and time spent viewing content and advertising available within devices that incorporate our licensed technology; • the rate of adoption and incorporation of our technology by semiconductor manufacturers, assemblers, foundries, manufacturers of consumer and communication electronics, and the TV, automotive, and consumer electronics industries; • the willingness and ability of advertisers to use our advertising placements that are available via our licensed technology; • the allocation by advertisers of their budgets to traditional advertising, such as traditional television, radio and print, and to advertising through social media and other digital platforms; • the willingness and ability of content owners and content aggregators to make their content available via our licensed technology; • the willingness and ability of advertising technology partners to license their products and services to us for use in our licensed technology; • the willingness and ability of suppliers to produce materials and equipment that support our licensed technology in a quantity sufficient to enable volume manufacturing; • the ability of our customers to purchase such materials and equipment on a cost-effective and timely basis; • the length of the design cycle and our customers’ ability to successfully integrate certain of our technologies into integrated circuits; • the demand for products that incorporate our licensed technology; • the cyclicality of supply and demand for products using our licensed technology; • the seasonal nature of advertising consumption and the associated variance to revenue based on that seasonality; • the impact of economic downturns, labor disruptions such as strikes, and overall consumer sentiment; and • the impact of poor financial performance of our customers.
We have been impacted by and may continue to face risks inherent in royalty- and/or advertising-based business models, many of which are outside of our control, such as the following: • the number of subscribers our Pay-TV customers have or the number of set-top boxes (“STBs”) our Pay-TV customers provide to their end-user subscribers; • the number of end users and time spent viewing content and advertising available within devices that incorporate our licensed technology; • the rate of adoption and incorporation of our technology by semiconductor manufacturers, assemblers, foundries, manufacturers of consumer and communication electronics, and the TV, automotive, and consumer electronics industries; • the willingness and ability of advertisers or data partners to purchase our advertising placements or viewership data that are available via our licensed technology; • the allocation by advertisers of their budgets to traditional advertising, such as traditional television, radio and print, and to advertising through social media and other digital platforms; • the willingness and ability of content owners and content aggregators to make their content available via our licensed technology; • the willingness and ability of advertising technology partners to license their products and services to us for use in our licensed technology; • the willingness and ability of suppliers to produce materials and equipment that support our licensed technology in a quantity sufficient to enable volume manufacturing; • the ability of our customers to purchase such materials and equipment on a cost-effective and timely basis; • the length of the design cycle and our customers’ ability to successfully integrate certain of our technologies into integrated circuits; • the demand for products that incorporate our licensed technology and the royalty rates that customers are willing to pay for such products; • the cyclicality of supply and demand for products using our licensed technology; • the seasonal nature of advertising consumption and the associated variance to revenue based on that seasonality; • the impact of recent macroeconomic conditions or future economic downturns, or labor disruptions such as strikes, and overall consumer sentiment; and • the impact of poor financial performance of our customers.
Continuing and increased consumer acceptance of DTS AutoStage technology will depend upon, among other things: • the willingness of automobile manufacturers to include DTS AutoStage technology in their vehicles; • the willingness of Tier 1 suppliers to incorporate DTS AutoStage technology into their products; • the deployment of broadband connectivity in vehicles, including through built-in modems or phone tethering; • the demand by end users for the services provided by the DTS AutoStage technology in their vehicles; • the ability to scale and provide the DTS AutoStage services without service interruptions; • the ability to acquire content or licenses to content distributed by the DTS AutoStage services; • the continued participation and support by broadcasters and content owners of the DTS AutoStage technology and services; and • the marketing and pricing strategies that we employ and that are employed by our customers and retailers.
Continuing and increased consumer acceptance of DTS AutoStage technology will depend upon, among other things: • the willingness of automobile manufacturers to include DTS AutoStage technology in their vehicles; • the willingness of Tier 1 suppliers to incorporate DTS AutoStage technology into their products; • the deployment of broadband connectivity in vehicles, including through built-in modems or phone tethering; • the demand by end users for the services provided by the DTS AutoStage technology in their vehicles; • the ability to scale and provide the DTS AutoStage services without service interruptions; • the ability to acquire content or licenses to content distributed by the DTS AutoStage services; • the continued participation and support by broadcasters and content owners of the DTS AutoStage technology and services; and • the marketing and pricing strategies that we employ and that are employed by our customers and retailers, and the success of advertising-based business models we may adopt.
Further, the GDPR provides for private litigation related to the processing of personal data that can be brought by classes of data subjects or consumer protection organizations authorized at law to represent the data subjects’ interests.
Further, each regime provides for private litigation related to the processing of personal data that can be brought by classes of data subjects or consumer protection organizations authorized at law to represent the data subjects’ interests.
Demand for our automotive technologies also may be impacted by declines in the automotive industry, which historically has been cyclical and experienced downturns during declining economic conditions. The persistent downturn in the automotive markets resulting from the COVID-19 pandemic and related events reduced demand for these technologies.
Demand for our automotive technologies also may be impacted by declines in the automotive industry, which historically has been cyclical and experienced downturns during declining economic conditions. For example, there was a persistent downturn in the automotive markets resulting from the COVID-19 pandemic and related events reduced demand for these technologies.
Our ability to deliver more relevant advertisements to users and to increase the value of our services to advertisers depends in part on the collection or use of user engagement data, which may be restricted or prevented due to a number of factors, including users having the ability to opt out from the collection and use of our data or 19 data collected by our service providers or our advertising partners, restrictions imposed by advertisers, content providers, or service providers, changes in technology, and developments in laws, regulations, and industry standards.
Our ability to deliver more relevant advertisements to users and to increase the value of our services to advertisers, advertising agencies, and others depends in part on the collection or use of user engagement data, which is restricted or prevented by a number of factors, including users having the 19 ability to opt out from the collection and use of our data or data collected by our service providers or our advertising partners, restrictions imposed by advertisers, content providers, advertising partners, or service providers; changes in technology, and developments in laws, regulations, and industry standards.
Our monetization strategy depends on our ability to develop, maintain and expand our relationships with key TV manufacturing partners and content publishers. The initial focus of TiVo OS was to launch in Smart TVs in the EU market, which is a relatively new market for our Media Platform business.
Our monetization strategy depends on our ability to develop, maintain and expand our relationships with key TV and streaming device manufacturing partners, Pay-TV operators and content publishers. The initial focus of our monetization strategy was to launch TiVo OS in Smart TVs in the market, which is a relatively new market for our Media Platform business.
We have made several acquisitions, domestically and internationally, and recently divested our AutoSense and related imaging business as well as substantially all of the assets and certain liabilities of Perceive Corporation (later known as Xperi Pylon Corporation), our subsidiary focused on edge inference hardware and software technologies.
We have made several acquisitions, domestically and internationally, and recently divested our AutoSense and related imaging business as well as substantially all of the assets and certain liabilities of Perceive Corporation (later known as Xperi Pylon Corporation and subsequently dissolved in December 2024), our subsidiary focused on edge inference hardware and software technologies.
In addition, market acceptance and consumer perceptions of products and services that incorporate AI Technologies is uncertain.
In addition, market acceptance and consumer perceptions of products and services that incorporate AI Technologies are uncertain.
If our goodwill and other intangible assets become impaired, we may be required to record a significant charge to earnings. In addition to internal development, we have acquired and intend to continue to acquire additional businesses, technology and intellectual property through strategic relationships and transactions.
If our goodwill and other intangible assets become impaired, we may be required to record a significant charge to earnings. 37 In addition to internal development, we have acquired and our general strategy is to continue to acquire additional businesses, technology and intellectual property through strategic relationships and transactions.
These additional tariffs or any future tariffs, as well as a government’s adoption of “buy national” policies or retaliation by another government against such tariffs or policies have introduced significant uncertainty into the market and may affect the prices of and demand for the products that include our technologies, which could have a negative impact on the Company’s results of operations.
These additional tariffs or any future tariffs, as well as a government’s adoption of “buy national” policies or retaliation by another government against such tariffs or policies have introduced significant uncertainty into the market, may strain global supply chains that we depend on, and may adversely affect the prices of and demand for the products that include our technologies, which could have a negative impact on the Company’s results of operations.
Failure or perceived failure to protect our IT Systems and Confidential Information could create potential legal liability to regulators, our business partners, our users, and other relevant stakeholders, and harm our reputation by impacting the attractiveness of our services to existing and potential users.
Failure or perceived failure to protect our IT Systems and Confidential Information exposes us to legal liability to regulators, 29 our business partners, our users, and other relevant stakeholders, and harm to our reputation by impacting the attractiveness of our services to existing and potential users.
In addition, if our TV manufacturing partners reduce their forecasts or delay the market launch dates for distributing Smart TVs with TiVo OS, or if they choose to deploy with a competitor’s operating system or develop their own operating system, our business may be harmed.
If our manufacturing partners reduce their forecasts or delay the market launch dates for distributing Smart TVs or other streaming devices with TiVo OS, or if they choose to deploy with a competitor’s operating system or develop their own operating system, our business may be harmed.
This could make the collection process complex, difficult, and costly, which may adversely impact our business, financial condition, results of operations and cash flows. It is difficult for us to verify royalty amounts owed to us under our licensing agreements, and this may cause us to lose revenue.
This could make the collection process complex, difficult, and costly, or could result in negotiations for pricing reductions, all of which may adversely impact our business, financial condition, results of operations and cash flows. It is difficult for us to verify royalty amounts owed to us under our licensing agreements, and this may cause us to lose revenue.
Risks Related to Financial Matters We face risks associated with financial instruments we hold. We hold financial instruments that potentially subject us to significant concentrations of credit risk, which instruments consist principally of cash and cash equivalents, accounts receivable, unbilled contracts receivable, a note receivable and deferred consideration from the AutoSense Divestiture.
We hold financial instruments that potentially subject us to significant concentrations of credit risk, which instruments consist principally of cash and cash equivalents, accounts receivable, unbilled contracts receivable, a note receivable and deferred consideration from the AutoSense Divestiture.
Our success will depend on our ability to increase the number of active users, the corresponding number of content hours that are viewed by them, and the amount of free ad-supported content viewed by them.
Our success will depend on our ability to increase the number of active users, the corresponding number of content hours that are viewed by them, and the amount of free ad-supported content viewed by them, as well as to license viewership data.
A number of our customers may face severe financial difficulties from time to time, which may result in their inability to make payments to us in a timely manner, or at all.
A number of our customers face severe financial difficulties from time to time, which has resulted and may in the future result in their inability to make payments to us in a timely manner, or at all.
We are monitoring such developments and the impact this may have on our business. If we are not compliant with data protection laws or regulations if and when implemented, we may be subject to significant fines and penalties (such as restrictions on Personal Information processing) and our business may be harmed.
If we are not compliant with data protection laws or regulations if and when implemented, we may be subject to significant fines and penalties (such as restrictions on Personal Information processing) and our business may be harmed.
Any one or more of the above factors may adversely affect our international operations and could significantly affect our business, financial condition, results of operations and cash flows. For example, the United States has signaled its intention to change U.S. trade policy, including renegotiating or terminating existing trade agreements and leveraging tariffs.
Any one or more of the above factors may adversely affect our international operations and could significantly affect our business, financial condition, results of operations and cash flows. For example, the United States has indicated a shift in its U.S. trade policy, including renegotiating or terminating existing trade agreements and leveraging tariffs.
For example, the EU General Data Protection Regulation (“GDPR”) imposes detailed requirements related to the collection, storage, and use of Personal Information related to people located in the EU (or which is processed in the context of EU operations) and places data protection obligations and restrictions on organizations, and may require us to make further changes 31 to our policies and procedures in the future beyond what we have already done.
For example, the EU GDPR imposes detailed requirements related to the collection, storage, and use of Personal Information related to individuals who reside in the EU (or which is processed in the context of EU operations) and places data protection obligations and restrictions on organizations, and may require us to make further changes to our policies and procedures in the future beyond what we have already done.
We are dependent on information technology systems and infrastructure for both internal and external operations that are critical to our business (collectively, “IT Systems”). We own and manage some of these IT Systems but also rely on third parties for a range of IT Systems.
We are dependent on information technology systems and infrastructure for both internal and external operations that are critical to our business (collectively, “IT Systems”). We own and manage some of these IT Systems but also rely on third parties for a range of IT Systems that we do not control and have no technical ability to protect.
In addition, a significant reduction in the supply of original entertainment content, including as a result of macroeconomic factors or labor disputes (such as the 2023 strikes called by the Writers Guild of America and SAG-AFTRA), could in turn reduce the demand for advertising and media and entertainment promotional spending campaigns on our Media Platform solutions, and have a material adverse effect on our growth or negatively impact our results of operations.
In addition, a significant reduction in the supply of original entertainment content, including as a result of macroeconomic factors or labor disputes, could in turn reduce the demand for advertising and media and entertainment promotional spending campaigns on our Media Platform solutions, and have a material adverse effect on our growth or negatively impact our results of operations.
For example, under the GDPR, fines of up to 20 million euros or 4% of the annual global revenue of a noncompliant company, whichever is higher, as well as data processing, possible prohibitions, or other restrictions, could be imposed for violation of certain of the GDPR’s requirements.
For example, 31 under the EU GDPR and UK GDPR, fines of up to 20 million euros, or 17.5 million pounds, or 4% of the annual global revenue of a noncompliant company, whichever is higher, as well as data processing, possible prohibitions, or other restrictions, could be imposed for violation of certain of the relevant requirements.
We and our service providers and partners collect, process, transmit, and store Personal Information, and any failure by us, our service providers, or partners to comply with ever-evolving federal, state, and foreign laws and other requirements related to this information may result in significant liability, negative publicity, and/or an erosion of trust, which could materially adversely affect our business, results of operations, and financial condition.
Given the rapidly evolving nature of the regulatory landscape, we may be unable to ensure timely compliance with these requirements, which may adversely impact our business, financial condition and results of operations. 30 We and our service providers and partners collect, process, transmit, and store Personal Information, and any failure by us, our service providers, or partners to comply with ever-evolving federal, state, and foreign laws and other requirements related to this information may result in significant liability, negative publicity, and/or an erosion of trust, which could materially adversely affect our business, results of operations, and financial condition.
There can be no assurance that we will be successful in executing our monetization strategy, or in accurately forecasting potential revenue from our Media Platform solutions. Our Media Platform business may not be successful in developing, maintaining, and expanding key relationships with TV OEMs and content publishers.
There can be no assurance that we will be successful in executing our monetization strategy, or in accurately forecasting potential revenue from our Media Platform solutions. Our Media Platform business may not be successful in developing, maintaining, and expanding key relationships with manufacturers of TV and other streaming devices, Pay-TV Operators as well as content publishers.
At the international and state levels, we may face new, varied, or changing requirements regarding greenhouse gases in our operations or supply chain partners, including manufacturing, transportation and distribution, resulting in increased costs or requiring increased disclosures relating to our greenhouse gas emissions or reductions thereof.
At the international, federal and state levels, we may face new, conflicting, or changing requirements, such as regarding greenhouse gases in our operations or supply chain partners, manufacturing, transportation and distribution, potentially resulting in increased costs or requiring disclosures relating to our greenhouse gas emissions, reductions thereof, or climate-related financial risk.
Our ability to continue to transfer personal information outside of the EU and UK may become significantly more costly and may subject us to increased scrutiny and liability under the GDPR or other legal frameworks, and we may experience operating disruptions if we are unable to conduct these transfers in the future.
As a result of legal uncertainty and regulatory developments in this area, our ability to continue to transfer personal information outside of the EU and UK may become significantly more costly and may subject us to increased scrutiny and liability under the relevant legal frameworks, and we may experience operating disruptions if we are unable to conduct these transfers in the future.
EU Member States may also impose more stringent requirements on in-scope entities with respect to cybersecurity than those imposed by the EU. This could lead to divergences in approach and make compliance more challenging and costly for multinational organizations. Noncompliance with any applicable EU or UK laws, regulations or other requirements could expose us to significant fines.
EU Member States may also impose more stringent requirements on in-scope entities with respect to cybersecurity than those imposed by the EU. This could lead to divergences in approach and make compliance more challenging and costly for multinational organizations.
The DTS AutoStage technology and services also rely upon content and metadata, which may have been licensed or acquired from third-party content owners or licensors, third-party service providers, and internet infrastructure outside of our control.
The DTS AutoStage technology and services also rely upon content and metadata, which may have been licensed or acquired from third-party content owners or licensors, third-party service providers, and internet infrastructure outside of our control. The success of certain of our solutions depends on the interoperability of our technologies with consumer hardware devices.
We may require additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, including to develop new products or services, further improve existing products and services, or acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional capital.
We have in the past and may in the future require additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, including to develop new products or services, further improve existing products and services, or acquire complementary businesses and technologies.
These provisions are not intended to make us immune from takeovers. However, these provisions apply even if an acquisition proposal or offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our Board of Directors determines is not in our and our stockholders’ best interests.
However, these provisions apply even if an acquisition proposal or offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our Board of Directors determines is not in our and our stockholders’ best interests. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.
If users spend most of their time within content where we have limited or no ability to place advertisements or leverage user information, users opt out from our ability to collect data for use in providing more relevant advertisements, or we are otherwise not able to collect or use such information, we may not be able to achieve the expected growth in monetization revenue or profitability.
If users spend most of their time within content where we have limited or no ability to place advertisements or leverage user information, users opt out from our ability to collect data for use in providing more relevant advertisements, or we are otherwise not able to collect or use viewership information, users spend less time viewing free ad-supported programming, or advertisers or agencies choose to purchase advertising on other platforms instead of ours, we may not be able to achieve the expected growth in monetization revenue or profitability.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAny incident assessed as being or becoming potentially material is promptly escalated for further assessment and reported to designated members of senior management. Senior management is responsible for assessing the materiality of an incident, complying with any regulatory requirements , and communicating relevant information to the Audit Committee , as appropriate.
Biggest changeIncidents that we deem significant are reviewed by a cross-functional working group to determine whether further escalation is appropriate. Senior management is responsible for assessing the materiality of an incident, complying with any regulatory requirements , and communicating relevant information to the Audit Committee , as appropriate.
Although the risks from cybersecurity threats have not materially affected our business strategy, results of operations, or financial condition to date, there can be no assurance that they will not be materially affected by such risks or a material 46 incident in the future, or that we have not experienced an undetected cybersecurity incident.
Although the risks from cybersecurity threats have not materially affected our business strategy, results of operations, or financial condition to date, there can be no assurance that they will not be materially affected by such risks or a material incident in the future, or that we have not experienced an undetected cybersecurity incident.
Item 1C. Cyb ersecurity We maintain processes for identifying, assessing, and managing material risks from cybersecurity threats (as such term is defined in Item 106(a) of Regulation S-K) as part of our broader enterprise risk management program under the oversight of the Audit Committee of the Company’s Board of Directors.
Item 1C. Cyb ersecurity We maintain a cybersecurity risk management program that encompasses processes designed to identify, assess, and manage material risks from cybersecurity threats (as such term is defined in Item 106(a) of Regulation S-K) as part of our broader enterprise risk management program under the oversight of the Audit Committee of the Company’s Board of Directors.
Additionally, they engage outside legal counsel, experts, consultants, and other third parties to conduct regular audits, assist with forensic investigations, and address cybersecurity threats and incidents. When necessary, they seek input from external experts and consultants on security industry and threat trends. Significant incidents are reviewed by a cross-functional working group to determine whether further escalation is appropriate.
Additionally, they engage outside legal counsel, experts, consultants, and other third parties to conduct regular audits, assist with forensic investigations, and address cybersecurity threats and incidents. When necessary, they seek input from external experts and consultants on security industry and threat trends.
These processes include a wide variety of mechanisms, controls, technologies, systems, and methods that are designed to prevent, detect, or mitigate data loss, theft, misuse, unauthorized access, or other security incidents or vulnerabilities affecting data. We also use systems and processes to oversee and identify risks from cybersecurity threats associated with our third-party service providers .
These processes include a wide variety of mechanisms, controls, technologies, systems, and methods that are designed to prevent, detect, or mitigate data loss, theft, misuse, unauthorized access, or other security incidents or vulnerabilities affecting data.
Added
Our cybersecurity risk management program shares common methodologies, reporting channels and governance processes that apply across the risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Added
Key elements of our cybersecurity risk management program include, but are not limited to, the following: • risk assessments designed to help identify material risks from cybersecurity threats to our critical systems and information; • a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; • cybersecurity awareness training of our employees, including incident response personnel, and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management process for key service providers based on our assessment of their criticality to our operations and respective risk profile.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe believe that suitable replacement and additional space, to the extent needed, will be available in the future on commercially reasonable terms.
Biggest changeIn addition, we lease facilities in other locations throughout the United States, Europe, and Asia. 47 We believe our existing facilities are adequate for our current operations, and that suitable replacement or additional space, if needed, will be available in the future on commercially reasonable terms.
Item 2. Pr operties We lease our principal corporate headquarters in San Jose, California with approximately 127,000 square feet, where we house administrative, sales, marketing and research and development personnel. We also own a building in Calabasas, California with approximately 89,000 square feet, which houses administrative, sales, marketing and research and development personnel.
Item 2. Pr operties We lease our principal corporate headquarters in San Jose, California, comprising approximately 64,000 square feet, which houses our administrative, sales, marketing, and research and development personnel. We also own a building in Calabasas, California, comprising approximately 89,000 square feet, which similarly houses administrative, sales, marketing, and research and development personnel.
Removed
We also lease facilities in other locations, including China, India, Ireland, Japan, the Republic of Korea, Mexico, Norway, Poland, Romania, Singapore, Sweden, Taiwan, the United Kingdom and the United States. We believe that our existing space is adequate for our current operations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeHowever, the ultimate disposition, costs, or liabilities could be material to our results of operations in the period recognized. Item 4. Mine Saf ety Disclosures Not applicable. 47 PART II
Biggest changeHowever, the ultimate disposition, costs, or liabilities could be material to our results of operations in the period recognized. Item 4. Mine Saf ety Disclosures Not applicable. 48 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePurchases of Equity Securities by Issuer and Affiliated Purchasers Share repurchase activity during the three months ended December 31, 2024 was as follows (in thousands, except for per-share amounts): Total number of shares purchased Average price paid per share (a) Total number of shares purchased as part of our share repurchase program Approximate dollar value of shares that may yet be purchased under our share repurchase program (b) October 1 — October 31 — $ — — $ 90,000 November 1 — November 30 416 $ 9.10 416 $ 86,212 December 1 — December 31 628 $ 9.87 628 $ 80,009 Total 1,044 1,044 a) The average price paid per share includes broker commissions. b) On April 29, 2024, we announced that our Board of Directors authorized a stock repurchase program providing for the repurchase of up to $100.0 million of the Company's common stock at management’s discretion.
Biggest changePurchases of Equity Securities by Issuer and Affiliated Purchasers In April 2024, we announced that our Board of Directors authorized a stock repurchase program providing for the repurchase of up to $100.0 million of the Company’s common stock at management’s discretion. The Program may be discontinued or amended at any time and has no specified expiration date.
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 for the period beginning October 3, 2022, the date of the Separation, through December 31, 2024.
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 for the period beginning October 3, 2022, the date of the Separation, through December 31, 2025.
Any determination to pay dividends on our common stock will be at the discretion of our Board of Directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, contractual obligations, general business conditions and other factors that our Board of Directors considers relevant.
Any determination to pay dividends on our common stock will be at the discretion of our Board of Directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, contractual obligations, including restrictions in agreements governing our indebtedness, general business conditions and other factors that our Board of Directors considers relevant.
We believe the indexes included in the graph below provide similar market capitalizations or technology characteristics to us as we do not use a published industry or line-of-business index and do not believe we can reasonably identify a peer group. 10/3/2022 12/30/2022 3/31/2023 6/30/2023 9/29/2023 12/29/2023 3/28/2024 6/28/2024 9/30/2024 12/31/2024 Xperi Inc. $ 100.00 $ 57.52 $ 73.01 $ 87.84 $ 65.87 $ 73.61 $ 80.56 $ 54.84 $ 61.72 $ 68.60 Nasdaq Composite $ 100.00 $ 96.77 $ 113.00 $ 127.48 $ 122.23 $ 138.80 $ 151.45 $ 163.96 $ 168.18 $ 178.55 Russell 2000 Index $ 100.00 $ 103.07 $ 105.48 $ 110.53 $ 104.46 $ 118.62 $ 124.32 $ 119.83 $ 130.49 $ 130.50 S&P 500 $ 100.00 $ 104.38 $ 111.71 $ 120.99 $ 116.57 $ 129.67 $ 142.84 $ 148.45 $ 156.66 $ 159.90 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 or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
The performance shown in the graph below is not intended to forecast or be indicative of future stock price performance. 49 We believe the indexes included in the graph below provide similar market capitalizations or technology characteristics to us as we do not use a published industry or line-of-business index and do not believe we can reasonably identify a peer group. 10/3/2022 12/31/2022 6/30/2023 12/31/2023 6/30/2024 12/31/2024 6/30/2025 12/31/2025 Xperi Inc. $ 100.00 $ 57.52 $ 87.84 $ 73.61 $ 54.84 $ 68.60 $ 52.84 $ 39.14 Nasdaq Composite $ 100.00 $ 96.77 $ 127.48 $ 138.80 $ 163.96 $ 178.55 $ 188.34 $ 214.90 Russell 2000 Index $ 100.00 $ 103.07 $ 110.53 $ 118.62 $ 119.83 $ 130.50 $ 127.28 $ 145.24 S&P 500 $ 100.00 $ 104.38 $ 120.99 $ 129.67 $ 148.45 $ 159.90 $ 168.68 $ 186.10 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 or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Holders As of February 10, 2025, there were 44,388,930 outstanding shares of common stock held by 230 stockholders of record. In addition, a substantially greater number of stockholders may be “street name” or beneficial holders, whose shares are held of record by banks, brokers and other financial institutions.
Holders As of February 16, 2026, there were 46,969,801 outstanding shares of common stock held by 236 stockholders of record. In addition, a substantially greater number of stockholders may be “street name” or beneficial holders, whose shares are held of record by banks, brokers and other financial institutions.
Removed
The Program may be discontinued or amended at any time and has no specified expiration date. All repurchases in the three months ended December 31, 2024 were made under the Program. For additional information about the Program, see Item 7.
Added
For additional information about the Program, see Item 7. “ Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources .” During the three months ended December 31, 2025, there were no repurchases of common stock. As of December 31, 2025, the total remaining amount available for repurchase was $80.0 million.
Removed
“ Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources .” 48 Stock Performance Graph The common stock of Xperi Inc. commenced trading on October 3, 2022 following the completion of the Separation.
Removed
The performance shown in the graph below is not intended to forecast or be indicative of future stock price performance.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. (Reserved) 49 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 50 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 60 Item 8. Financial Statements and Supplementary Data 60 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 61
Biggest changeItem 6. (Reserved) 50 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 51 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 60 Item 8. Financial Statements and Supplementary Data 61 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 61

Item 7. Management's Discussion & Analysis

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

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Biggest changeInterest and Other Income, Net Year Ended December 31, 2024 2023 $ Change % Change (dollars in thousands) Interest and other income, net $ 829 $ 2,991 $ (2,162 ) (72 )% Interest and other income, net, was lower in 2024 as compared to the prior year principally due to a one-time, non-cash loss of $4.8 million resulting from deconsolidation of the Perceive subsidiary in 2024, partially offset by an increase in accrued and accreted interest income of approximately $3.0 million on the Tobii Note and Deferred Consideration (as defined in Note 7— Acquisitions And Divestitures ) from the AutoSense Divestiture. 53 Interest Expense—Debt Year Ended December 31, 2024 2023 $ Change % Change (dollars in thousands) Interest expense - debt $ (3,008 ) $ (3,000 ) $ (8 ) 0 % The interest expense on debt incurred in connection with the Vewd Acquisition (discussed below in Liquidity and Capital Resources) remained constant in 2024 when compared to 2023.
Biggest changeInterest and Other Income, Net Year Ended December 31, 2025 2024 $ Change % Change (dollars in thousands) Interest and other income, net $ 6,093 $ 829 $ 5,264 635 % Interest and other income, net, was higher in 2025 compared to the prior year, primarily due to the absence of a one-time, non-cash loss of $4.8 million related to the deconsolidation of the Perceive subsidiary in 2024, as well as foreign currency transaction gains recognized in 2025. 54 Interest Expense—Debt Year Ended December 31, 2025 2024 $ Change % Change (dollars in thousands) Interest expense - debt $ (2,979 ) $ (3,008 ) $ 29 (1 )% Interest expense on our debt remained consistent for the year ended December 31, 2025, compared to the prior year.
Cash Flows from Investing Activities Net cash provided by investing activities was $50.8 million for the year ended December 31, 2024, primarily due to net proceeds from divestitures of $67.8 million, partially offset by capital expenditures of $16.8 million, including capitalized internal-use software.
Net cash provided by investing activities was $50.8 million for the year ended December 31, 2024, primarily due to net proceeds from divestitures of $67.8 million, partially offset by capital expenditures of $16.8 million, including capitalized internal-use software.
Cash Flows Cash Flows from Operating Activities Net cash used in operations was $55.3 million for the year ended December 31, 2024, primarily due to our net loss of $0.9 million being further adjusted by $71.8 million of changes in operating assets and liabilities driven principally by an increase of $46.3 million in unbilled contracts receivable, and $100.8 million of a non-cash gain recognized from the AutoSense Divestiture and the Perceive Transaction.
Net cash used in operations was $55.3 million for the year ended December 31, 2024, primarily due to our net loss of $0.9 million being further adjusted by $71.8 million of changes in operating assets and liabilities driven principally by an increase of $46.3 million in unbilled contracts receivable, and $100.8 million of a non-cash gain recognized from the AutoSense Divestiture and the Perceive Transaction.
In August 2024, we entered into an Asset Purchase Agreement with Amazon.com Services LLC to sell substantially all of the assets and certain liabilities of Perceive Corporation (later known as Xperi Pylon Corporation and subsequently dissolved in December 2024), a subsidiary focused on edge inference hardware and software technologies, for a gross amount of $80.0 million in cash, including a holdback of $12.0 million to be held for 18 months after the closing of the transaction (the “Perceive Transaction”) to secure our and Perceive Corporation’s indemnification obligations.
In August 2024, we entered into an Asset Purchase Agreement with Amazon.com Services LLC to sell substantially all of the assets and certain liabilities of Perceive Corporation (“Perceive”, later known as Xperi Pylon Corporation and subsequently dissolved in December 2024), a subsidiary focused on edge inference hardware and software technologies, for a gross amount of $80.0 million in cash, including a holdback of $12.0 million to be held for 18 months after the closing of the transaction (the “Perceive Transaction”) to secure our and Perceive’s indemnification obligations.
We operate in one reportable business segment and group our revenue into four categories: Pay-TV, Consumer Electronics, Connected Car and Media Platform. Headquartered in Silicon Valley with operations around the world, we have approximately 1,680 employees and more than 35 years of operating experience.
We operate in one reportable business segment and group our revenue into four categories: Pay-TV, Consumer Electronics, Connected Car and Media Platform. Headquartered in Silicon Valley with operations around the world, we have approximately 1,460 employees and more than 35 years of operating experience.
Actual results could differ from those estimates, and material effects on our operating results and financial position may result. 57 We believe the following accounting estimates are most critical to understanding our consolidated financial statements.
Actual results could differ from those estimates, and material effects on our operating results and financial position may result. 58 We believe the following accounting estimates are most critical to understanding our consolidated financial statements.
General and administrative expenses consist primarily of compensation and related costs (including stock-based compensation expense) for management, information technology, finance and legal personnel, legal fees and related expenses, facilities costs, and professional services. Our general and administrative expenses, other than facilities-related expenses and fringe benefits, are not allocated to other expense line items.
General and administrative expenses consist primarily of compensation and related costs (including SBC expense) for management, information technology, finance and legal personnel, legal fees and related expenses, facilities costs, and professional services. Our general and administrative expenses, other than facilities-related expenses and fringe benefits, are not allocated to other expense line items.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 1, 2024, which is available free of charge on the SEC’s website at www.sec.gov and our Investor Relations website at investor.xperi.com.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025, which is available free of charge on the SEC’s website at www.sec.gov and our Investor Relations website at investor.xperi.com.
Selling, General and Administrative Selling expenses consist primarily of compensation and related costs (including stock-based compensation expense) for sales and marketing personnel engaged in sales and licensee support, marketing programs, public relations, promotional materials, travel, and trade shows.
Selling, General and Administrative Selling expenses consist primarily of compensation and related costs (including SBC expense) for sales and marketing personnel engaged in sales and licensee support, marketing programs, public relations, promotional materials, travel, and trade shows.
Research and Development Research, development and other related costs (“R&D expense”) consist primarily of employee-related costs, stock-based compensation expense, engineering consulting expenses associated with new product and technology development, product commercialization, quality assurance and testing costs, as well as other costs related to patent applications and examinations, materials, supplies, and an allocation of facilities costs.
Research and Development Research and development (“R&D”) costs consist primarily of employee-related costs, stock-based compensation (“SBC”) expense, engineering consulting expenses associated with new product and technology development, product commercialization, quality assurance and testing costs, as well as other costs related to patent applications and examinations, materials, supplies, and an allocation of facilities costs.
We evaluate our estimates based on our historical experience and various other assumptions that are believed to be reasonable under the circumstances. These estimates relate to revenue recognition, the assessment of recoverability of intangible assets, business combinations, recognition and measurement of deferred income tax assets and liabilities, and the assessment of unrecognized tax benefits.
We evaluate our estimates based on our historical experience and various other assumptions that are believed to be reasonable under the circumstances. These estimates relate to revenue recognition, recognition and measurement of deferred income tax assets and liabilities, and the assessment of unrecognized tax benefits.
For the years ended December 31, 2024 and 2023, we recognized interest and penalties related to unrecognized tax benefits of an immaterial amount and $0.3 million, respectively. See Note 14— Income Taxes of the Notes to Consolidated Financial Statements for additional detail.
For the years ended December 31, 2025 and 2024, we recognized interest and penalties related to unrecognized tax benefits of $0.1 million and an immaterial amount, respectively. See Note 14— Income Taxes of the Notes to Consolidated Financial Statements for additional detail.
This section of Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
This section of Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
We may, at any time and on any one or more occasions, prepay all or any portion of the outstanding principal amount, plus accrued and unpaid interest, if any, under the Promissory Note without premium or penalty.
We were permitted, at any time and on any one or more occasions, to prepay all or any portion of the outstanding principal amount, plus accrued and unpaid interest, if any, under the Promissory Note without premium or penalty.
Other than certain software development costs that are capitalized, all research and development costs are expensed as incurred. R&D expense for the year ended December 31, 2024 was $191.4 million as compared to $222.8 million for the year ended December 31, 2023, a decrease of $31.4 million, or 14%.
Other than certain software development costs that are capitalized, all research and development costs are expensed as incurred. R&D expense for the year ended December 31, 2025 was $135.1 million as compared to $191.4 million for the year ended December 31, 2024, a decrease of $56.3 million, or 29%.
Stock-based Compensation Expense The following table sets forth our stock-based compensation (“SBC”) expense for the years ended December 31, 2024 and 2023 (in thousands): Year Ended December 31, 2024 2023 Cost of revenue, excluding depreciation and amortization of intangible assets $ 3,216 $ 3,466 Research and development 20,634 25,276 Selling, general and administrative 36,691 40,789 Total stock-based compensation expense $ 60,541 $ 69,531 We recognized stock-based compensation expense from restricted stock units and purchases made under our employee stock purchase plan (“ESPP”).
Stock-based Compensation Expense The following table sets forth our SBC expense for the years ended December 31, 2025 and 2024 (in thousands): Year Ended December 31, 2025 2024 Cost of revenue, excluding depreciation and amortization of intangible assets $ 3,385 $ 3,216 Research and development 12,768 20,634 Selling, general and administrative 24,530 36,691 Total stock-based compensation expense $ 40,683 $ 60,541 We recognized SBC expense from restricted stock units (“RSUs”) and purchases made under our employee stock purchase plan (“ESPP”).
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. 58 We account for uncertain tax positions in accordance with authoritative guidance related to income taxes.
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. 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.
At December 31, 2024, our 2020 through 2024 tax years are generally open to examination. In the United States, any net operating losses or credits that were generated in prior years but not yet fully utilized in a year that is closed under the statute of limitations may also be subject to examination.
In the United States, any net operating losses or credits that were generated in prior years but not yet fully utilized in a year that is closed under the statute of limitations may also be subject to examination.
On February 21, 2025, we and Xperi SPV LLC (“Xperi SPV”), a wholly-owned special purpose subsidiary, entered into a Receivables Financing Agreement (the “RFA”) with PNC Bank, National Association (“PNC”), and PNC Capital Markets LLC, and a Sale and Contribution Agreement (the “SCA,” and, together with the RFA, the “RF Agreements”) among us, Xperi SPV and certain of our other wholly-owned subsidiaries to establish an accounts receivable securitization program (the “AR Facility”).
On February 21, 2025, we and Xperi SPV LLC (“Xperi SPV”), a special purpose subsidiary, entered into a Receivables Financing Agreement (the “RFA”) with PNC, and PNC Capital Markets LLC, and a Sale and Contribution Agreement (together with the RFA, the “RF Agreements”) among us, Xperi SPV and certain of our other wholly-owned subsidiaries to establish the AR Facility.
The income tax expense of $12.4 million was primarily related to foreign withholding taxes of $10.9 million and U.S. federal income taxes of $3.7 million, partially offset by a tax benefit of $1.3 million from the release of valuation allowance of a foreign subsidiary.
The income tax expense of $12.4 million was primarily related to foreign withholding taxes of $10.9 million and U.S. federal income taxes of $3.7 million, partially offset by a tax benefit of $1.3 million from the release of valuation allowance of a foreign subsidiary. At December 31, 2025, our 2021 through 2025 tax years are generally open to examination.
We must assess the likelihood that we will be able to recover our deferred tax assets. If recovery is not more-likely-than-not, we must increase our provision for income taxes by recording a valuation allowance against our deferred tax assets.
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 recover our deferred tax assets. If recovery is not more-likely-than-not, we must increase our provision for income taxes by recording a valuation allowance against our deferred tax assets.
Divestitures In December 2023, we entered into a definitive agreement with Tobii AB (“Tobii”), an eye tracking and attention computing company, pursuant to which we agreed to sell our AutoSense in-cabin safety business and related imaging solutions (the “AutoSense Divestiture”).
Divestitures In December 2023, we entered into a definitive agreement with Tobii AB, an eye tracking and attention computing company, pursuant to which we agreed to sell our AutoSense in-cabin safety business and related imaging solutions (the “AutoSense Divestiture”). The AutoSense Divestiture was completed in January 2024 and has streamlined our business and further enhanced our focus on entertainment markets.
As of December 31, 2024, we have repurchased a total of approximately 2.2 million shares of common stock, since inception of the Program, at an average price of $9.23 per share for a total cost of $20.0 million. As of December 31, 2024, the total remaining amount available for repurchase was $80.0 million.
As of December 31, 2025, we have repurchased a total of approximately 2.2 million shares of common stock, since inception of the Program, at an average price of $9.23 per share for a total cost of approximately $20.0 million. We did not repurchase any common stock during the year ended December 31, 2025.
Provision for Income Taxes Year Ended December 31, 2024 2023 $ Change % Change (dollars in thousands) Provision for income taxes $ 12,448 $ 10,042 $ 2,406 24 % For the year ended December 31, 2024, we recorded an income tax expense of $12.4 million on a pretax income of $11.6 million, which resulted in an effective tax rate of 107.5%.
For the year ended December 31, 2024, we recorded an income tax expense of $12.4 million on a pretax income of $11.6 million, which resulted in an effective tax rate of 107.5%.
The decrease in SBC expense for the year ended December 31, 2024, when compared to the prior year, was primarily driven by lower expense for performance-based restricted stock units and reduced employee headcount in 2024.
The decrease in SBC expense for the year ended December 31, 2025, when compared to the prior year, was primarily driven by reduced employee headcount, lower expense for performance-based awards and RSUs granted over time at lower valuations.
The Perceive Transaction was completed on October 2, 2024 and we are now fully focused on entertainment-based solutions to grow our independent media platform and licensing businesses. 50 Results of Operations The following table presents our historical operating results for the periods indicated as a percentage of revenue: Year Ended December 31, 2024 2023 Revenue 100 % 100 % Operating expenses: Cost of revenue, excluding depreciation and amortization of intangible assets 23 23 Research and development 39 43 Selling, general and administrative 44 45 Depreciation expense 3 3 Amortization expense 9 11 Goodwill impairment — — Impairment of long-lived assets — — Total operating expenses 118 125 Operating loss (18 ) (25 ) Interest and other income, net 1 1 Interest expense - debt (1 ) (1 ) Gain on divestitures 20 — Income (loss) before taxes 2 (25 ) Provision for income taxes 2 2 Net loss — (27 )% Comparison of Fiscal Years Ended December 31, 2024 and 2023 Revenue We derive the majority of our revenue from licensing our technology and solutions to customers.
Results of Operations The following table presents our historical operating results for the periods indicated as a percentage of revenue: Year Ended December 31, 2025 2024 Revenue 100 % 100 % Operating expenses: Cost of revenue, excluding depreciation and amortization of intangible assets 28 23 Research and development 30 39 Selling, general and administrative 41 44 Depreciation expense 3 3 Amortization expense 8 9 Impairment of long-lived assets — — Total operating expenses 110 118 Operating loss (10 ) (18 ) Interest and other income, net 2 1 Interest expense - debt (1 ) (1 ) Gain on divestitures — 20 (Loss) income before taxes (9 ) 2 Provision for income taxes 4 2 Net loss (13 )% — % Comparison of Fiscal Years Ended December 31, 2025 and 2024 Revenue We derive the majority of our revenue from licensing our technologies and solutions to customers.
Release of the valuation allowance would result in the recognition of certain federal deferred tax assets and a decrease to income tax expense for the period the release is recorded.
Release of the valuation allowance would result in the recognition of certain federal deferred tax assets and a decrease to income tax expense for the period the release is recorded. The exact timing and amount of the valuation allowance release depends on the level of profitability that we are able to achieve.
Depreciation expense was $12.6 million for the year ended December 31, 2024, as compared to $16.6 million for the year ended December 31, 2023, a decrease of $4.0 million, or 24%. The decrease was primarily due to certain fixed assets becoming fully depreciated over the past 12 months.
Amortization expense for the year ended December 31, 2025 was $34.8 million, as compared to $43.4 million for the year ended December 31, 2024, a decrease of $8.6 million, or 20%. The decrease was primarily due to certain intangible assets becoming fully amortized over the past 12 months.
We may continue to execute authorized repurchases from time to time under the Program. There is no guarantee that such repurchases under the Program will enhance the value of our common stock.
As of December 31, 2025, the total remaining amount available for repurchase was $80.0 million. We may continue to execute authorized repurchases from time to time under the Program. There is no guarantee that such repurchases under the Program will enhance the value of our common stock.
The RF Agreements contain various covenants that we believe are usual and customary. The interest payments on the AR Facility debt, exclusive of the debt issuance costs and related amortization, are expected to be approximately $2.5 million in 2025 and may vary with changes in interest rates.
The interest payments on the AR Facility debt, exclusive of the debt issuance costs and related amortization, are expected to be approximately $2.4 million for the next 12 months and may vary with changes in interest rates.
Liquidity We believe our current cash and cash equivalents will be sufficient to meet our needs for at least the next 12 months from the issuance date of the Consolidated Financial Statements included in this Form 10-K. As we assess growth strategies, we may need to supplement our cash and cash equivalents with outside sources.
Liquidity We believe our current cash and cash equivalents, together with borrowings or availability under our AR Facility, will be sufficient to meet our needs for at least the next 12 months from the issuance date of the Consolidated Financial Statements included in this Annual Report.
We expect capital expenditures in 2025 to be approximately $20.0 million. These expenditures are expected to be paid with existing cash and cash equivalents. 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.
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.
Cash Flows from Financing Activities Net cash used in financing activities was $19.4 million for the year ended December 31, 2024, due to $20.0 million in repurchases of common stock under the Program and $7.2 million in payment of withholding taxes related to net share settlement of equity awards, partially offset by $7.9 million in proceeds from the issuance of common stock under the ESPP. 56 Net cash provided by financing activities was $7.1 million for the year ended December 31, 2023, primarily due to $11.9 million in proceeds from the issuance of common stock under the ESPP, offset by $4.9 million in payment of withholding taxes related to net share settlement of equity awards.
Net cash used in financing activities was $19.4 million for the year ended December 31, 2024, due to $20.0 million in repurchases of common stock under the Program and $7.2 million in payment of withholding taxes related to net share settlement of equity awards, partially offset by $7.9 million in proceeds from the issuance of common stock under the ESPP. 57 Long-Term Debt Financing In connection with the acquisition of Vewd in July 2022, we issued a senior unsecured promissory note (the “Promissory Note”) to the sellers of Vewd in the principal amount of $50.0 million, all of which was outstanding at December 31, 2024.
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.
As such, we are required to make many subjective assumptions and judgments regarding our income tax exposures.
This decrease resulted primarily from cash used in operations of $55.3 million, $20.0 million in repurchases of common stock, $7.2 million in payments of withholding taxes on net share settlement of equity awards and $16.8 million of capital expenditures, including capitalized internal-use software costs, partially offset by $67.8 million in net proceeds received from divestitures, and $7.9 million in proceeds from the issuance of common stock under the ESPP.
This decrease resulted primarily from cash used in operations of $0.5 million, $50.0 million in repayment of the Vewd Software Holdings Limited (“Vewd”) senior unsecured promissory note, $21.0 million of capital expenditures, including capitalized internal-use software costs, and $7.0 million in payments of withholding taxes on net share settlement of equity awards, partially offset by $6.0 million in proceeds from the issuance of common stock under our ESPP, and $40.0 million of net loan proceeds borrowed under the AR Facility with PNC.
For the year ended December 31, 2023, we recorded an income tax expense of $10.0 million on a pretax loss of $129.6 million, which resulted in an effective tax rate of (7.7)%.
Provision for Income Taxes Year Ended December 31, 2025 2024 $ Change % Change (dollars in thousands) Provision for income taxes $ 15,722 $ 12,448 $ 3,274 26 % For the year ended December 31, 2025, we recorded an income tax expense of $15.7 million on a pretax loss of $40.6 million which resulted in an effective tax rate of (38.7)%.
Gain on Divestiture Year Ended December 31, 2024 2023 $ Change % Change (dollars in thousands) Gain on divestiture $ 100,833 $ — $ 100,833 NM NM - not meaningful As disclosed in Note 7— Acquisitions and Divestitures, we completed the AutoSense Divestiture on January 31, 2024 and streamlined our business, further enhancing our focus on entertainment markets.
Gain on Divestiture Year Ended December 31, 2025 2024 $ Change % Change (dollars in thousands) Gain on divestiture $ — $ 100,833 $ (100,833 ) NM NM - not meaningful As disclosed in Note 7— Divestitures of the Notes to the Consolidated Financial Statements , we completed the AutoSense Divestiture in January 2024 and recognized a pre-tax gain of $22.9 million.
Interest is payable on a monthly basis. The AR Facility is scheduled to terminate on February 21, 2028, unless terminated earlier pursuant to its terms. For a detailed description of the AR Facility, refer to Note 18— Subsequent Event . Upon entering into the RF Agreements on February 21, 2025, we borrowed $40.0 million under the AR Facility.
Interest is payable on a monthly basis. The AR Facility is scheduled to terminate on February 21, 2028, unless terminated earlier pursuant to its terms. For a detailed description of the AR Facility, refer to Note 9— Debt and Receivables Securitization of the Notes to the Consolidated Financial Statements.
Cost of revenue, excluding depreciation and amortization of intangible assets, for the year ended December 31, 2024 was $113.8 million, as compared to $118.6 million for the year ended December 31, 2023, a decrease of $4.8 million, or 4%. This decrease was primarily attributable to lower costs incurred in connection with a decrease in advertising revenue.
Cost of revenue, excluding depreciation and amortization of intangible assets, for the year ended December 31, 2025 was $126.6 million, as compared to $113.8 million for the year ended December 31, 2024, an increase of $12.8 million, or 11%. The increase was primarily driven by higher costs associated with advertising revenue and increased personnel-related expenses.
These purchase obligations represent commitments under enforceable and legally binding agreements, and do not represent the entire anticipated purchases in the future.
As of December 31, 2025, we had purchase obligations of $121.0 million, with $58.2 million payable within 12 months. These purchase obligations represent commitments under enforceable and legally binding agreements, and do not represent the entire anticipated purchases in the future.
The income tax expense of $10.0 million was primarily related to foreign withholding taxes of $10.5 million, U.S. federal income taxes of $1.4 million, and foreign income tax expense of $8.3 million, partially offset by a tax benefit from an internal sale of intangible assets of $10.3 million.
The income tax expense for the year ended December 31, 2025 was primarily related to foreign withholding taxes of $8.7 million and foreign income taxes of $7.5 million, partially offset by $0.7 million of federal tax benefit.
Indebtedness outstanding under the Promissory Note bears an interest rate of 6.00% per annum, subject to potential adjustments as described in Note 9— Debt to the Consolidated Financial Statements included in this Form 10-K. The Promissory Note matures on July 1, 2025.
Indebtedness outstanding under the Promissory Note bore an interest rate of 6.00% per annum, subject to certain potential adjustments. The Promissory Note was scheduled to mature on July 1, 2025.
Business Overview We are a leading consumer and entertainment technology company. We believe we create extraordinary experiences at home and on the go for millions of consumers around the world, enabling our unique audiences to connect with content in a more intelligent, immersive, and personal way.
Business Overview We are a leading media and entertainment technology company. Our technologies are integrated into consumer devices, connected cars, and a variety of media platforms worldwide, enabling our unique audiences to connect with entertainment content in a more intelligent, immersive, and personal way.
The decrease was primarily due to certain intangible assets becoming fully amortized over the past 12 months. As a result of previous mergers and acquisitions, we anticipate that amortization expenses will continue to be a significant expense over the next several years.
As a result of intangible assets we acquired in previous mergers and acquisitions, we anticipate that amortization expenses will continue to be a significant expense over the next several years. See Note 8 —Intangible Assets, Net of the Notes to Consolidated Financial Statements for additional detail.
These changes were partially offset by material non-cash items such as stock-based compensation expense of $60.5 million, amortization of intangible assets of $43.4 million, and depreciation expense of $12.6 million.
These changes were partially offset by material non-cash items such as stock-based compensation expense of $60.5 million, amortization of intangible assets of $43.4 million, and depreciation expense of $12.6 million. Cash Flows from Investing Activities Net cash used in investing activities was $21.0 million for the year ended December 31, 2025, primarily related to capital expenditures, including capitalized internal-use software.
Year Ended December 31, 2024 2023 (in thousands) Net cash (used in) provided by operating activities $ (55,340 ) $ 62 Net cash provided by (used in) investing activities $ 50,820 $ (12,933 ) Net cash (used in) provided by financing activities $ (19,350 ) $ 7,052 Our primary liquidity and capital resources are our cash and cash equivalents on hand.
Year Ended December 31, 2025 2024 (in thousands) Net cash (used in) operating activities $ (515 ) $ (55,340 ) Net cash (used in) provided by investing activities $ (20,984 ) $ 50,820 Net cash (used in) financing activities $ (12,241 ) $ (19,350 ) Our primary liquidity and capital resources are our cash and cash equivalents and borrowings available under an accounts receivable securitization program (the “AR Facility”) with PNC Bank, National Association (“PNC”).
Additionally, there was an increase of $15.0 million in Pay-TV revenue driven largely by higher MG revenue in core guide products and continued growth in IPTV Solutions revenue. 51 Operating Expenses Year Ended December 31, 2024 2023 $ Change % Change (dollars in thousands) Cost of revenue, excluding depreciation and amortization of intangible assets $ 113,756 $ 118,628 $ (4,872 ) (4 )% Research and development 191,352 222,833 (31,481 ) (14 )% Selling, general and administrative 218,106 233,403 (15,297 ) (7 )% Depreciation expense 12,638 16,645 (4,007 ) (24 )% Amortization expense 43,376 57,752 (14,376 ) (25 )% Impairment of long-lived assets 1,535 1,710 (175 ) (10 )% Total operating expenses $ 580,763 $ 650,971 $ (70,208 ) (11 )% Cost of Revenue, Excluding Depreciation and Amortization of Intangible Assets Cost of revenue, excluding depreciation and amortization of intangible assets, consists primarily of employee-related costs, royalties paid to third parties, hardware product-related costs, content and data costs, hosting fees, maintenance costs and an allocation of facilities costs, as well as service center and other expenses related to providing our offerings, and non-recurring engineering (“NRE”) services.
This increase was offset in part by a reduction in Audio Solutions revenue due to the absence of certain MG revenue recognized in the prior year. 52 Operating Expenses Year Ended December 31, 2025 2024 $ Change % Change (dollars in thousands) Cost of revenue, excluding depreciation and amortization of intangible assets $ 126,648 $ 113,756 $ 12,892 11 % Research and development 135,054 191,352 (56,298 ) (29 )% Selling, general and administrative 181,869 218,106 (36,237 ) (17 )% Depreciation expense 13,426 12,638 788 6 % Amortization expense 34,839 43,376 (8,537 ) (20 )% Impairment of long-lived assets — 1,535 (1,535 ) (100 )% Total operating expenses $ 491,836 $ 580,763 $ (88,927 ) (15 )% Cost of Revenue, Excluding Depreciation and Amortization of Intangible Assets Cost of revenue, excluding depreciation and amortization of intangible assets, consists primarily of employee-related costs, royalties paid to third parties, hardware product-related costs, content and data costs, hosting fees, maintenance costs and an allocation of facilities costs, as well as service center and other expenses related to providing our offerings, and non-recurring engineering (“NRE”) services.
Net cash provided by operations was $0.1 million for the year ended December 31, 2023, primarily due to our net loss of $139.7 million and a decrease in deferred income taxes of $8.6 million, offset by non-cash items such as depreciation expense of $16.6 million, amortization of intangible assets of $57.8 million, stock-based compensation expense of $69.5 million, impairment of long-lived assets of $1.7 million, and $2.0 million of changes in operating assets and liabilities.
Cash Flows Cash Flows from Operating Activities Net cash used in operating activities was $0.5 million for the year ended December 31, 2025, primarily due to our net loss of $56.3 million being further adjusted by $36.4 million of changes in operating assets and liabilities driven primarily by an increase of $18.0 million in unbilled contracts receivable, partially offset by non-cash items such as SBC expense of $40.7 million, amortization of intangible assets of $34.8 million, depreciation expense of $13.4 million, and changes in deferred income taxes of $2.3 million.
Purchase Obligations Our purchase obligations primarily consist of noncancelable obligations related to advertising, engineering services and internet and telecommunications services. As of December 31, 2024, we had purchase obligations of $137.9 million, with $47.9 million payable within 12 months.
As of December 31, 2025, fixed lease payment obligations amounted to $35.4 million, with $10.7 million payable within 12 months. See Note 10— Leases of the Notes to Consolidated Financial Statements for additional information on lease obligations and maturities. Purchase Obligations Our purchase obligations primarily consist of noncancelable obligations related to advertising, engineering services and internet and telecommunications services.
Our material cash requirements include the following contractual and other obligations. Leases We have lease arrangements for office and research facilities, data centers and office equipment. As of December 31, 2024, fixed lease payment obligations amounted to $38.5 million, with $16.9 million payable within 12 months.
For detailed information regarding the repayment of the Vewd debt and the AR Facility, refer to “Long-Term Debt Financing” below. Our material cash requirements include the following contractual and other obligations. Leases We have lease arrangements for office and research facilities, data centers and office equipment.
Net cash used in investing activities was $12.9 million for the year ended December 31, 2023, which was primarily related to capital expenditures, including capitalized internal-use software. Capital Expenditures Our capital expenditures for property and equipment consist primarily of purchases of computer hardware and software, capitalized internal-use software, information systems, and production and test equipment.
Capital Expenditures Our capital expenditures for property and equipment consist primarily of capitalized internal-use software, purchases of computer hardware and software, information systems, and production and test equipment. We expect capital expenditures in 2026 to be approximately $20.0 million. These expenditures are expected to be paid with existing cash and cash equivalents.
As part of our liquidity strategy, we will continue to monitor our earnings and cash flow as well as our ability to access the capital markets as needed. Poor financial results, unanticipated expenses, unanticipated acquisitions of technologies or businesses or unanticipated strategic investments could give rise to additional financing requirements sooner than we expect.
Poor financial results, unanticipated expenses, unanticipated acquisitions of technologies or businesses or unanticipated strategic investments could give rise to additional financing requirements sooner than we expect. Equity or additional debt financing may not be available when needed or, if available, equity or debt financing may not be on terms satisfactory to us.
Cash and cash equivalents were $130.6 million at December 31, 2024, a decrease of $23.8 million from $154.4 million, including $12.3 million classified as held for sale in connection with the AutoSense Divestiture, as of December 31, 2023.
Cash and cash equivalents were $96.8 million at December 31, 2025, a decrease of $33.8 million from $130.6 million at December 31, 2024.
The decrease was primarily driven by lower research and development spend in the AutoSense in-cabin safety business and related imaging solutions following the AutoSense Divestiture, a reduction in expenses related to the Perceive business which was sold via the Perceive Transaction in the fourth quarter of 2024 and decreases in stock-based compensation and bonus expenses.
The decrease was primarily attributable to a reduction in R&D headcount, reduced expenses associated with the Perceive Transaction, lower SBC and outside services costs, and lower R&D spending in the AutoSense in-cabin safety business and related imaging solutions following the AutoSense Divestiture.
Upon the completion of the AutoSense Divestiture, we recognized a pre-tax gain of $22.9 million in 2024. On October 2, 2024, we closed the Perceive Transaction by selling substantially all the assets and certain liabilities of Perceive. As a result of completing the Perceive Transaction, we recorded a pre-tax gain of $77.9 million in 2024.
In October 2024, we closed the Perceive Transaction through the sale of substantially all of Perceive’s assets and certain liabilities, resulting in the recognition of a pre-tax gain of $77.9 million in the year ended December 31, 2024. There were no divestitures during the year ended December 31, 2025.
Selling, general and administrative expenses for the year ended December 31, 2024 were $218.1 million as compared to $233.4 million for the year ended December 31, 2023, a decrease of $15.3 million, or 7%.
Selling, general and administrative expenses for the year ended December 31, 2025 were $181.9 million as compared to $218.1 million for the year ended December 31, 2024, a decrease of $36.2 million, or 17%. This decrease was primarily driven by reduced employee headcount, lower SBC and outside services expenses, and a reduction in certain one-time transaction costs.
The exact timing and amount of the valuation allowance release depends on the level of profitability that we are able to achieve. 54 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 December 31, 2024 and 2023 and for the years ended December 31, 2024 and 2023: December 31, 2024 2023 (dollars in thousands) Cash and cash equivalents $ 130,564 $ 154,434 (1) Current ratio (2) 1.6 1.9 (1) Included $12.3 million of cash and cash equivalents classified as held for sale at December 31, 2023.
The OBBBA did not have a material impact on our effective tax rate or cash flows for the year ended December 31, 2025. 55 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 December 31, 2025 and 2024 and for the years ended December 31, 2025 and 2024: December 31, 2025 2024 (dollars in thousands) Cash and cash equivalents $ 96,824 $ 130,564 Current ratio (1) 2.4 1.6 (1) The current ratio is a liquidity ratio that measures our ability to pay short-term obligations or those due within one year.
The following table sets forth our revenue by year: Year Ended December 31, 2024 2023 $ Change % Change (dollars in thousands) Revenue $ 493,688 $ 521,334 $ (27,646 ) (5 )% The $27.6 million or 5% decrease in revenue for the year ended December 31, 2024, compared to the prior year, was primarily attributable to a decline of $50.4 million in Consumer Electronics due to the AutoSense Divestiture, revenue related to minimum guarantee (“MG”) contracts from prior year where revenue is taken at the time of contract execution, and market-based softness of certain end products.
The following table sets forth our revenue by year: Year Ended December 31, 2025 2024 $ Change % Change (dollars in thousands) Revenue $ 448,105 $ 493,688 $ (45,583 ) (9 )% Revenue decreased by $45.6 million, or 9%, for the year ended December 31, 2025 compared to the prior year, primarily due to a $54.0 million decline in Pay‑TV revenue and the impact of the AutoSense and Perceive divestitures.
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.
Accounting for income taxes We must make certain estimates and judgments in determining income tax expense for financial statement purposes. 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.
See Note 11— Commitments and Contingencies of the Notes to Consolidated Financial Statements for additional information on our purchase obligations. 55 Income Tax Payable As of December 31, 2024, we had accrued $1.3 million of unrecognized tax benefits in long-term income taxes payable related to uncertain tax positions, which included $0.1 million of accrued interest and penalties.
See Note 11— Commitments and Contingencies of the Notes to Consolidated Financial Statements for additional information on our purchase obligations. Restructuring Payments As discussed above, in November 2025, we approved a restructuring plan to reduce our global workforce by approximately 250 employees.
Amortization Expense We recognized amortization expense for certain intangible assets we acquired in business combinations that are recognized separately from goodwill. Amortization expense for the year ended December 31, 2024 was $43.4 million, as compared to $57.8 million for the year ended December 31, 2023, a decrease of $14.4 million, or 25%.
Depreciation Expense We recognized depreciation expense for certain equipment, capitalized internal-use software, leasehold improvements, and buildings and improvements. Depreciation expense was $13.4 million for the year ended December 31, 2025, as compared to $12.6 million for the year ended December 31, 2024, an increase of $0.8 million, or 6%.
At this time, we are unable to reasonably estimate the timing of the long-term payments or the amount by which the liability will increase or decrease over time. Stock Repurchase Program In April 2024, our Board of Directors (the “Board”) authorized the repurchase of up to $100.0 million of our common stock (the “Program”).
As of December 31, 2025, $8.7 million of restructuring charges remained accrued and are expected to be settled in the first half of 2026. 56 Stock Repurchase Program In April 2024, our Board of Directors (the “Board”) authorized the repurchase of up to $100.0 million of our common stock (the “Program”).
Equity or debt financing may not be available when needed or, if available, equity or debt financing may not be on terms satisfactory to us. We may supplement our short-term liquidity needs with access to capital markets, if necessary, and strategic cost savings initiatives.
Additionally, disruption and volatility in the global capital markets and economic uncertainties, including those driven by tariffs, have impacted corporate and consumer confidence and could continue to impact our capital resources and liquidity in the future. We may supplement our short-term liquidity needs with access to capital markets, if necessary, and further strategic cost savings initiatives.
Removed
Powering smart devices, connected cars, entertainment experiences and more, we bring together ecosystems designed to reach highly-engaged consumers, allowing us and our ecosystem partners to uncover significant new business opportunities, now and in the future. Our technologies are integrated into consumer devices and a variety of media platforms worldwide, driving increased value for our partners, customers, and consumers.
Added
As our audiences engage with content on our platform, we operate a global, cross-screen advertising solution that enables brands to reach millions of engaged consumers across our rapidly expanding digital entertainment ecosystem, driving increased value for our partners, customers, and consumers.
Removed
The AutoSense Divestiture was completed in January 2024 and has streamlined our business and further enhanced our focus on entertainment markets.
Added
The Perceive Transaction was completed in October 2024, allowing us to be fully focused on entertainment-based solutions to grow our independent media platform and licensing businesses.
Removed
Additionally, we had a decrease of $8.6 million in Media Platform revenue driven principally by lower advertising revenue associated with third-party connected TV inventory as well as revenue related to MG contracts from prior year from our middleware solutions platform where revenue is taken at the time of contract execution.
Added
Macroeconomic Conditions Macroeconomic conditions—including rising inflation and interest rates, recessionary concerns, financial and credit market volatility, shifts in economic policy, reduced discretionary spending by consumers and businesses, tariffs, and global supply chain disruptions—have adversely affected, and may continue to affect, our business and that of our customers.
Removed
These decreases were partially offset by an increase of $16.3 million in Connected Car revenue as a result of higher revenue in Audio Solutions, HD Radio and AutoStage partially offset by the impact of the AutoSense Divestiture.
Added
While we remain committed to closely monitoring these macroeconomic developments and intend to adapt our business strategies as needed, the ultimate impact on our business, operating results, and financial condition remains uncertain.
Removed
These decreases were partially offset by certain one-time compensation and retention expenses associated with the Perceive Transaction and severance charges incurred in 2024.
Added
Restructuring Activities In November 2025, we approved a restructuring plan designed to improve cost efficiency and better align our operating structure with our long-term strategies and prevailing market conditions. The plan involved a reduction of approximately 250 employees across all business and functional areas and became effective immediately.
Removed
The decrease was primarily attributable to reduced employee headcount as well as decreases in stock-based compensation and bonus expenses, partially offset by an increase in certain one-time transaction costs primarily related to the AutoSense Divestiture and the Perceive Transaction in 2024. 52 Depreciation Expense We recognized depreciation expense for certain equipment, capitalized internal-use software, leasehold improvements, and buildings and improvements.
Added
In connection with this plan, we incurred restructuring and related charges of $13.9 million in 2025, substantially all of which consisted of employee severance and related costs. These charges are reflected within cost of revenue (excluding depreciation and amortization of intangible assets), 51 research and development, and selling, general and administrative expenses in our Consolidated Statements of Operations.
Removed
See Note 8 —Goodwill impairment and Intangible Assets, Net of the Notes to Consolidated Financial Statements for additional detail.
Added
We expect to substantially complete the restructuring activities by the end of the first half of 2026. Upon completion, we estimate that the reductions will generate annualized savings in the range of approximately $30 million to $35 million. For further information, refer to Note 15— Restructuring Activities of the Notes to Consolidated Financial Statements .
Removed
Impairment of Long-Lived Assets As a result of optimizing our global real estate footprint and subleasing certain building and offices following the Spin-Off (as defined in Note 1— The Company and Description of Business ), we recorded non-cash impairment charges of $1.5 million and $1.7 million to reduce the carrying amount of certain operating lease right-of-use (“ROU”) assets and property and equipment, including related leasehold improvements, during 2024 and 2023, respectively.
Added
The decrease in Pay‑TV revenue was driven by lower revenue from core guide products, principally due to higher minimum guarantee (“MG”) revenue recognized in the prior year, as well as lower consumer hardware and related subscription revenue as certain products reached end of life in 2025. These decreases were partially offset by continued growth in IPTV solutions.
Removed
We determined that we may not be able to fully recover the carrying amount of the leased building and offices due to how they were being used, a significant decrease in the expected market price of the ROU assets and expected delays in subleasing the space based on the condition of the commercial real estate leasing market.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+4 added−0 removed8 unchanged
Biggest changeThese strategies reduce, but do not entirely eliminate, the impact of currency exchange rate movements. We do not use derivative financial instruments for speculative or trading purposes. In the fourth quarter of 2022, we began to hedge our exposure to certain foreign currencies with various financial institutions in an effort to minimize the impact of certain currency exchange rate fluctuations.
Biggest changeThese strategies reduce, but do not entirely eliminate, the impact of currency exchange rate movements. We minimize the impact of certain currency exchange rate fluctuations by hedging our exposure to certain foreign currencies with various financial institutions.
Assuming a hypothetical 10% favorable or adverse movement in foreign currency exchange rates against the U.S. dollar, our outstanding foreign currency derivative contracts would experience a gain of approximately $5.5 million or a loss of approximately $4.5 million.
Assuming a hypothetical 10% favorable or adverse movement in foreign currency exchange rates against the U.S. dollar, our outstanding foreign currency derivative contracts would experience a gain of approximately $6.3 million or a loss of approximately $5.2 million.
Our cash and cash equivalents and future investments are subject to risks including: Bank Liquidity Risk As of December 31, 2024, we had a total of $130.6 million of deposits in operating accounts that were held with both domestic and international financial institutions.
Our cash and cash equivalents and future investments are subject to risks including: Bank Liquidity Risk As of December 31, 2025, we had a total of $96.8 million of deposits in operating accounts that were held with both domestic and international financial institutions.
Due to our operations outside the United States, we are subject to the risks of fluctuations in foreign currency exchange rates, particularly related to the Indian rupee, Polish zloty, Euro, and British pound.
Due to our operations outside the United States, we are subject to the risks of fluctuations in foreign currency exchange rates, particularly related to the Polish zloty, Indian rupee, British pound, Euro, Japanese Yen, Chinese Yuan and New Taiwan Dollar.
We believe any failures of domestic and international financial institutions could impact our ability to fund our operations in the short term.
We believe any failures of domestic and international financial institutions could impact our ability to fund our operations in the short term. Interest Rate Risk We are exposed to changes in interest rates related to our RFA.
Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized each period in other income (expense), net. For derivative instruments that are not designated as hedging instruments, gains and losses are recognized each period in other income (expense), net.
Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized each period under Interest and Other Income in the consolidated statements of operations.
As of December 31, 2024, we had outstanding foreign currency derivative contracts with a total notional amount of $62.4 million to buy and sell U.S. dollars in exchange for other currencies.
For derivative instruments that are not designated as hedging instruments, gains and losses are recognized each period under Interest and Other Income in the consolidated statements of operations. 60 As of December 31, 2025, we had outstanding foreign currency derivative contracts with a total notional amount of $74.7 million to buy and sell U.S. dollars in exchange for other currencies.
Added
As of December 31, 2025, we had outstanding indebtedness in the amount of $40.0 million under the AR Facility that was subject to variable interest rates, based on the secured overnight financing rate (“SOFR”).
Added
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.
Added
Assuming no change in our outstanding indebtedness, we estimate that a 1% increase in the applicable SOFR interest rate would result in an annual increase in our interest expense of approximately $0.4 million. Any significant increase in our interest expense could negatively impact our results of operations and cash flows. If the U.S.
Added
Federal Reserve raises its benchmark interest rate, any increases would likely impact the borrowing rate on our outstanding indebtedness, and increase our interest expense, comparably.

Other XPER 10-K year-over-year comparisons