ADEA / Adeia Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39304 ADEIA INC.

Guaranty Supplement, dated as of July 24, 2025, executed by Adeia Semiconductor, Inc.

Exhibit 10.2 Execution Version GUARANTY SUPPLEMENT Reference is hereby made to the Guaranty (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Guaranty”), dated as of June 1, 2020, made by and among the Subsidiaries of the Borrower listed on the signature pages thereto (each an “Initial Subsidiary Guarantor”, and together with an

Joinder Agreement, dated as of July 24, 2025, between Adeia Semiconductor, Inc. and Bank of America, N.A., as collateral agent

Exhibit 10.1 Execution Version JOINDER AGREEMENT ADEIA SEMICONDUCTOR INC. 3025 Orchard Parkway San Jose, CA 95134 Attention: Paul Davis, Keith Jones July 24, 2025 Ladies and Gentlemen: Reference is made to the Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defin

ADEIA ANNOUNCES SECOND QUARTER 2025 FINANCIAL RESULTS Signed 5 deals in the second quarter, highlighted by 3 with new customers Paid down over $300 million on our term loan since separation

Exhibit 99.1 FOR IMMEDIATE RELEASE ADEIA ANNOUNCES SECOND QUARTER 2025 FINANCIAL RESULTS Signed 5 deals in the second quarter, highlighted by 3 with new customers Paid down over $300 million on our term loan since separation Introduced RapidCoolTM, a revolutionary direct-to-chip liquid cooling technology for high performance semiconductors SAN JOSE, Calif. – August 5, 2025 – Adeia Inc. (Nasdaq: AD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 5, 2025 ADEIA INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 5, 2025 ADEIA INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 8, 2025 ADEIA INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39304 ADEIA INC.

ADEIA ANNOUNCES FIRST QUARTER 2025 FINANCIAL RESULTS Signed 10 deals in the first quarter, highlighted by 4 with new customers Paid down $17 million of debt and repurchased $10 million of common stock Generated $57 million in cash from operations

Exhibit 99.1 FOR IMMEDIATE RELEASE ADEIA ANNOUNCES FIRST QUARTER 2025 FINANCIAL RESULTS Signed 10 deals in the first quarter, highlighted by 4 with new customers Paid down $17 million of debt and repurchased $10 million of common stock Generated $57 million in cash from operations SAN JOSE, Calif. – May 5, 2025 – Adeia Inc. (Nasdaq: ADEA) (the “Company” or “Adeia”) today announced financial result

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 5, 2025 ADEIA INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __ )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __ )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Insider Trading Policy

Exhibit 19.1 TRADES IN SECURITIES BY DIRECTORS, OFFICERS AND COMPANY PERSONNEL AND TREATMENT OF CONFIDENTIAL INFORMATION (ALSO KNOWN AS THE “INSIDER TRADING POLICY”) ADOPTED AS OF OCTOBER 23, 2024 I. PURPOSE Strict laws and regulations in the United States and other countries prohibit the trading of securities based on material non-public information (also known as “insider trading”). In the Unite

List of subsidiaries

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT SUBSIDIARY NAME STATE OF INCORPORATION OR OTHER JURISDICTION Adeia Media Holdings LLC Delaware Adeia Imaging LLC Delaware Adeia Holdings Inc. Delaware Adeia Media LLC Delaware Adeia Media Solutions Inc. Delaware Adeia Technologies Inc. Delaware Adeia Guides Inc. Delaware Adeia Solutions LLC Delaware Adeia Publishing Inc. Delaware Adeia Euromedia Group In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39304 ADEIA INC.

Description of the Registrant’s capital stock registered under section 12 of the Securities Exchange Act of 1934.

Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following description of the material terms of the common stock and preferred stock of Adeia Inc. (the “Company”) is not complete and is qualified in its entirety by reference to the Company’s amended and restated certificate of incorporation and amended and restated bylaws, which are attached as Exhibits 3.1 and 3.3, respectively, to this Annual Report

Amended & Restated Executive Compensation Clawback Policy

Exhibit 97.1 Amended & Restated Executive Compensation Clawback Policy COMPENSATION RECOVERY POLICY AMENDED AND RESTATED AS OF OCTOBER 24, 2023 I. PURPOSE. This Amended and Restated Compensation Recovery Policy (the “Policy”) of Adeia Inc. (“Adeia”) and its subsidiaries (together with Adeia, the “Corporation”) is intended to provide for the recovery of Incentive-Based Compensation in the event of

ADEIA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2024 FINANCIAL RESULTS Achieved record post-separation revenue and cash from operations in the fourth quarter Signed 10 deals in the fourth quarter and 32 during the year Paid down $50 million of debt and

Exhibit 99.1 FOR IMMEDIATE RELEASE ADEIA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2024 FINANCIAL RESULTS Achieved record post-separation revenue and cash from operations in the fourth quarter Signed 10 deals in the fourth quarter and 32 during the year Paid down $50 million of debt and repurchased $20 million of common stock in the fourth quarter SAN JOSE, Calif. – February 18, 2025 – Adeia Inc. (Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 18, 2025 ADEIA INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 18, 2025 ADEIA INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Amendment No. 4 to Credit Agreement, dated as of January 30, 2025, among Adeia Inc., the subsidiaries of Adeia Inc. party thereto, Bank of America, N.A. as administrative agent and collateral agent, and the lenders party thereto (including Conformed Credit Agreement giving effect to Amendments) filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 30, 2025, and incorporated herein by reference)

Exhibit 10.1 Execution Version AMENDMENT NO. 4 TO CREDIT AGREEMENT AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of January 30, 2025 (this “Amendment”), among Adeia Inc. (f/k/a Xperi Holding Corporation), a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto (the “Guarantors” and, collectively with the Borrower, the “Loan Parties”), Bank of America, N.A.,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 30, 2025 ADEIA INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39304 ADEIA INC.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 12, 2024 ADEIA INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

ADEIA ANNOUNCES third quarter 2024 FINANCIAL RESULTS Signed 7 deals across multiple verticals in the third quarter Board increased share repurchase authorization up to $200 million Filed patent infringement litigation against Disney Signed a new mult

Exhibit 99.1 FOR IMMEDIATE RELEASE ADEIA ANNOUNCES third quarter 2024 FINANCIAL RESULTS Signed 7 deals across multiple verticals in the third quarter Board increased share repurchase authorization up to $200 million Filed patent infringement litigation against Disney Signed a new multi-year e-commerce license agreement with a leading luxury retailer SAN JOSE, Calif. – November 7, 2024 – Adeia Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 7, 2024 ADEIA INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39304 ADEIA INC.

ADEIA ANNOUNCES SECOND QUARTER 2024 FINANCIAL RESULTS Repriced term loan for annual interest expense savings of approximately $3 million Generated over $90 million in cash from operations in the first half of 2024

Exhibit 99.1 FOR IMMEDIATE RELEASE ADEIA ANNOUNCES SECOND QUARTER 2024 FINANCIAL RESULTS Repriced term loan for annual interest expense savings of approximately $3 million Generated over $90 million in cash from operations in the first half of 2024 SAN JOSE, Calif. – August 6, 2024 – Adeia Inc. (Nasdaq: ADEA) (the “Company” or “Adeia”) today announced financial results for the second quarter ended

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 6, 2024 ADEIA INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Amendment No. 3 to Credit Agreement, dated as of May 20, 2024, among Adeia Inc., the subsidiaries of Adeia Inc. party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (including Conformed Credit Agreement giving effect to Amendments).*

Exhibit 10.1 Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of May 20, 2024 (this “Amendment”), among Adeia Inc. (f/k/a Xperi Holding Corporation), a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto (the “Guarantors” and, collectively with the Borrower, the “Loan Parties”), Bank of America, N.A., as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 20, 2024 ADEIA INC. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 20, 2024 ADEIA INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 9, 2024 ADEIA INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

The Registrant’s Amended and Restated 2020 Equity Incentive Plan (filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form S-8 filed with the SEC on May 9, 2024, and incorporated herein by reference)

Exhibit 4.4 ADEIA INC. AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Adeia Inc. Amended and Restated 2020 Equity Incentive Plan (this “Plan”) are to attract and retain the best available personnel for positions of responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s busine

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Adeia Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 per share R

As filed with the Securities and Exchange Commission on May 9, 2024

As filed with the Securities and Exchange Commission on May 9, 2024 Registration No.

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 9, 2024 ADEIA INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39304 ADEIA INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 6, 2024 ADEIA INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

ADEIA ANNOUNCES FIRST QUARTER 2024 FINANCIAL RESULTS Paid down $40 million of debt in the first quarter and nearly $200 million since separation Generated over $67 million in cash from operations in the first quarter

Exhibit 99.1 FOR IMMEDIATE RELEASE ADEIA ANNOUNCES FIRST QUARTER 2024 FINANCIAL RESULTS Paid down $40 million of debt in the first quarter and nearly $200 million since separation Generated over $67 million in cash from operations in the first quarter SAN JOSE, Calif. – May 6, 2024 – Adeia Inc. (Nasdaq: ADEA) (the “Company” or “Adeia”) today announced financial results for the first quarter ended

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __ )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __ )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39304 ADEIA INC.

List of subsidiaries

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT SUBSIDIARY NAME STATE OF INCORPORATION OR OTHER JURISDICTION Adeia Media Holdings LLC Delaware Adeia Imaging LLC Delaware Adeia Holdings Inc. Delaware Adeia Media LLC Delaware Adeia Media Solutions Inc. Delaware Adeia Technologies Inc. Delaware Adeia Guides Inc. Delaware Adeia Solutions LLC Delaware Adeia Publishing Inc. Delaware Adeia Euromedia Group In

Description of Capital Stock registered under section 12 of the Securities Exchange Act of 1934 (Exhibit 4.1 to the Registrant’s Current Annual Report on Form 10-K filed with the SEC on February 23, 2024).

Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following description of the material terms of the common stock and preferred stock of Adeia Inc. (the “Company”) is not complete and is qualified in its entirety by reference to the Company’s amended and restated certificate of incorporation and amended and restated bylaws, which are attached as Exhibits 3.1 and 3.3, respectively, to this Annual Report

Amended & Restated Executive Compensation Clawback Policy

Exhibit 97.1 Amended & Restated Executive Compensation Clawback Policy COMPENSATION RECOVERY POLICY AMENDED AND RESTATED AS OF OCTOBER 24, 2023 I. PURPOSE. This Amended and Restated Compensation Recovery Policy (the “Policy”) of Adeia Inc. (“Adeia”) and its subsidiaries (together with Adeia, the “Corporation”) is intended to provide for the recovery of Incentive-Based Compensation in the event of

ADEIA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2023 FINANCIAL RESULTS Signed 8 deals in the fourth quarter and 32 in 2023 across both media and semiconductor Paid down $29 million of debt in fourth quarter and $148 million in 2023

Exhibit 99.1 FOR IMMEDIATE RELEASE ADEIA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2023 FINANCIAL RESULTS Signed 8 deals in the fourth quarter and 32 in 2023 across both media and semiconductor Paid down $29 million of debt in fourth quarter and $148 million in 2023 SAN JOSE, Calif. – February 20, 2024 – Adeia Inc. (Nasdaq: ADEA) (the “Company” or “Adeia”) today announced financial results for the fo

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 20, 2024 ADEIA INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

to Schedule 13G Joint Filing Agreement

EX-99.II 3 d753081dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2024 in connection with their beneficial ownership of Adeia Inc. Each of Columbia Seligman Technology and Information Fund and Columbia Management Investment Advisers, LLC authorizes Ameriprise

ADEA / Adeia Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SC 13G/A 1 d753081dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #5 Under the Securities and Exchange Act of 1934 Adeia Inc (Name of Issuer) Common Stock (Title of Class of Securities) 00676P107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

to Schedule 13G

EX-99.I 2 d753081dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

ADEA / Adeia Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0184-adeiainc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Adeia Inc Title of Class of Securities: Common Stock CUSIP Number: 00676P107 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuan

ADEIA ANNOUNCES THIRD QUARTER 2023 FINANCIAL RESULTS Closed important renewals with consumer electronics and OTT customers Strong financial results highlighted by over $100 million in revenue

Exhibit 99.1 FOR IMMEDIATE RELEASE ADEIA ANNOUNCES THIRD QUARTER 2023 FINANCIAL RESULTS Closed important renewals with consumer electronics and OTT customers Strong financial results highlighted by over $100 million in revenue SAN JOSE, Calif. - November 6, 2023 – Adeia Inc. (Nasdaq: ADEA) (the “Company” or “Adeia”) today announced financial results for the third quarter ended September 30, 2023.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39304 ADEIA INC.

###

Exhibit 99.2 San Jose, Calif.– November 6, 2023 – Adeia Inc. (Nasdaq: ADEA) today announced that veteran intellectual property (IP) attorney and advisor, Phyllis Turner-Brim, joined its board of directors on Friday, November 3, 2023. “Phyllis possesses an IP and business acumen that can only be gained through extensive experience. Her work in the world of IP licensing, as well as her appointments

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 3, 2023 ADEIA INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission File Number

3025 Orchard Parkway, San Jose CA 95134 | 408-473-2500 | adeia.com

August 24, 2023 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39304 ADEIA INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 4, 2023 ADEIA INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 4, 2023 ADEIA INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission File Number)

###

Exhibit 99.2 San Jose, Calif.– August 7, 2023 – Adeia Inc. (Nasdaq: ADEA) today announced that Adam Rymer joined Adeia’s board of directors as of Friday, August 4, 2023. “Adam’s perspective and expertise will be invaluable as we continue to implement our long-term strategy to grow Adeia’s business into adjacent markets,” commented Paul E. Davis, chief executive officer of Adeia. Rymer is a recogni

ADEIA ANNOUNCES SECOND QUARTER 2023 FINANCIAL RESULTS Achieved over $200 million of revenue for first half of 2023 Closed nine deals in the quarter Paid down $114 million of debt since separation

Exhibit 99.1 FOR IMMEDIATE RELEASE ADEIA ANNOUNCES SECOND QUARTER 2023 FINANCIAL RESULTS Achieved over $200 million of revenue for first half of 2023 Closed nine deals in the quarter Paid down $114 million of debt since separation SAN JOSE, Calif. - August 7, 2023 – Adeia Inc. (Nasdaq: ADEA) (the “Company” or “Adeia”) today announced financial results for the second quarter ending June 30, 2023. “

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 25, 2023 ADEIA INC. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 25, 2023 ADEIA INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39304 ADEIA INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 8, 2023 ADEIA INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

ADEIA ANNOUNCES FIRST QUARTER 2023 FINANCIAL RESULTS New deal wins drive strong financial performance Paid down $94 million of debt since separation

Exhibit 99.1 FOR IMMEDIATE RELEASE ADEIA ANNOUNCES FIRST QUARTER 2023 FINANCIAL RESULTS New deal wins drive strong financial performance Paid down $94 million of debt since separation SAN JOSE, Calif. - May 8, 2023 – Adeia Inc. (Nasdaq: ADEA) (the “Company” or “Adeia”) today announced financial results for the first quarter ended March 31, 2023. “The results of the first quarter demonstrate the st

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __ )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __ )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT SUBSIDIARY NAME STATE OF INCORPORATION OR OTHER JURISDICTION Adeia Media Holdings LLC Delaware Adeia Imaging LLC Delaware Adeia Holdings Inc. Delaware Adeia Media LLC Delaware Adeia Media Solutions Inc. Delaware Adeia Technologies Inc. Delaware Adeia Guides Inc. Delaware Adeia Solutions LLC Delaware Adeia Publishing Inc. Delaware Adeia Euromedia Group In

Description of the Registrant's capital stock registered under section 12 of the Securities Exchange Act of 1934.

Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following description of the material terms of the common stock and preferred stock of Adeia Inc. (the “Company”) is not complete and is qualified in its entirety by reference to the Company’s amended and restated certificate of incorporation and amended and restated bylaws, which are attached as Exhibits 3.1 and 3.3, respectively, to this Annual Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39304 ADEIA INC.

Composite Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 1, 2023, and incorporated herein by reference)

Exhibit 3.2 THIS COMPOSITE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADEIA INC. (THE “CORPORATION”) REFLECTS THE PROVISIONS OF THE CORPORATION’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED AND RESTATED ON JUNE 1, 2020 AND ALL AMENDMENTS THERETO FILED WITH THE DELAWARE SECRETARY OF STATE THEREAFTER ON OR PRIOR TO MARCH 1, 2023, BUT IS NOT AN AMENDMENT OR RESTATEMENT THE

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 22, 2023 ADEIA INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

ADEIA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS Solid execution drives strong financial results Strength of diverse licensing platform demonstrated by deal momentum in multiple verticals

Exhibit 99.1 FOR IMMEDIATE RELEASE ADEIA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS Solid execution drives strong financial results Strength of diverse licensing platform demonstrated by deal momentum in multiple verticals SAN JOSE, Calif. - February 22, 2023 – Adeia Inc. (Nasdaq: ADEA) (the “Company” or “Adeia”) today announced financial results for the fourth quarter and full

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 9, 2023 ADEIA INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission File Number

Form of Severance Agreement, dated February 9, 2023, between the Registrant and each of Keith Jones, Kevin Tanji, Dana Escobar and Mark Kokes (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 15, 2023)

Execution Version SEVERANCE AGREEMENT This Severance Agreement (this “Agreement”) is made by and between Adeia Inc.

Amended & Restated Severance Agreement, dated February 9, 2023, between the Registrant and Paul Davis (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on February 15, 2023)

Execution Version AMENDED AND RESTATED SEVERANCE AGREEMENT This Amended and Restated Severance Agreement (this “Agreement”) is made by and between Adeia Inc.

to Schedule 13G

EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

to Schedule 13G Joint Filing Agreement

EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2023 in connection with their beneficial ownership of Adeia Inc. Each of Columbia Seligman Technology and Information Fund and Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute th

ADEA / Adeia Inc / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #4 Under the Securities and Exchange Act of 1934 Adeia Inc (Name of Issuer) Common Stock (Title of Class of Securities) 00676P107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: T

ADEA / Adeia Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Adeia Inc. Title of Class of Securities: Common Stock CUSIP Number: 00676P107 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d

Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2022, and incorporated herein by reference)

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ADEIA INC. (as amended and restated on November 7, 2022) 1 TABLE OF CONTENTS ARTICLE I CORPORATE OFFICES 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II MEETINGS OF STOCKHOLDERS 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 NOTICE OF STOCKHOLDERS’ MEETINGS 2 2.5 ADVANCE NOTICE OF STOCKHOLDER NOMINEES 2 2.6 ADVANCE NOTICE OF

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39304 ADEIA INC.

ADEIA announces third quarter 2022 Results Reiterates full year revenue guidance, narrows range

Exhibit 99.1 FOR IMMEDIATE RELEASE ADEIA announces third quarter 2022 Results Reiterates full year revenue guidance, narrows range SAN JOSE, Calif. (November 9, 2022) – Adeia Inc. (Nasdaq: ADEA) (the “Company” or “Adeia”), formerly known as Xperi Holding Corporation, today announced financial results for the third quarter ending September 30, 2022. These third quarter financial results include bot

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 9, 2022 ADEIA INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 9, 2022 ADEIA INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission File Number

Cross Business License Agreement between Xperi Inc. and the Registrant, Adeia Media LLC and Adeia Media Holdings LLC, effective as of October 1, 2022 (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed with the SEC on October 6, 2022)

Exhibit 10.3 [CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.] CROSS BUSINESS LICENSE AGREEMENT BETWEEN XPERI INC. AND ADEIA INC. ADEIA MEDIA LLC ADEIA MEDIA HOLDINGS LLC EFFECTIVE AS OF OCTOBER 1, 2022 SCHEDULES SCHEDULE 1 Additional License Terms SCHEDUL

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 1, 2022 Adeia Inc. (Exact name of registrant as specified in its charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission File Number

Transition Services Agreement by and between the Registrant and Xperi Inc., dated October 1, 2022 (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed with the SEC on October 6, 2022)

Exhibit 10.4 [CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.] TRANSITION SERVICES AGREEMENT by and between ADEIA INC. and XPERI INC. Dated October 1, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 1 ARTICLE II TRANSITION SERVICE

Separation and Distribution Agreement by and between the Registrant and Xperi Inc., dated as of October 1, 2022 (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 6, 2022, and incorporated herein by reference)

Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and between ADEIA INC. and XPERI INC. Dated as of October 1, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 General 2 Section 1.2 References; Interpretation 27 Section 1.3 Effective Time; Suspension 28 ARTICLE II THE SEPARATION Section 2.1 General 28 Section 2.2 Transfer of Assets and Liabilities 28 Section 2.3

Amended and Restated Bylaws of Adeia Inc., adopted as of October 1, 2022.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ADEIA INC. (as amended and restated on October 1, 2022) TABLE OF CONTENTS ARTICLE I CORPORATE OFFICES 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II MEETINGS OF STOCKHOLDERS 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 NOTICE OF STOCKHOLDERS? MEETINGS 2 2.5 ADVANCE NOTICE OF STOCKHOLDER NOMINEES 2 2.6 ADVANCE NOTICE OF ST

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 6, 2022, and incorporated herein by reference)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XPERI HOLDING CORPORATION Pursuant to Section 242 of the General Corporation Law of the State of Delaware Xperi Holding Corporation, a Delaware corporation (hereinafter called the ?Corporation?), does hereby certify as follows: 1. Article I of the Corporation?s Amended and Restated Certificate of Incor

Tax Matters Agreement by and between the Registrant and Xperi Inc., dated as of October 1, 2022 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on October 6, 2022)

Exhibit 10.1 TAX MATTERS AGREEMENT by and between ADEIA INC. and XPERI INC. Dated as of October 1, 2022 TABLE OF CONTENTS Page Section 1. Definition of Terms 2 Section 2. Allocation of Tax Liabilities 9 Section 2.01 General Rule 9 Section 2.02 Tax Year Ends 9 Section 3. Preparation and Filing of Tax Returns 10 Section 3.01 General 10 Section 3.02 Responsibility for Preparation and Filing 10 Sectio

Adeia Celebrates its First Day as a Leading Independent IP Licensing Company Follows the completion of the spin-off of its product business Adeia will continue to trade on the Nasdaq under the new stock symbol “ADEA”

Exhibit 99.1 Adeia Celebrates its First Day as a Leading Independent IP Licensing Company Follows the completion of the spin-off of its product business Adeia will continue to trade on the Nasdaq under the new stock symbol ?ADEA? San Jose, Calif. ? October 3, 2022 ? Adeia Inc. (Nasdaq: ADEA) (?Adeia? or the ?Company?), which invents, develops and licenses fundamental innovations that shape the way

Data Sharing Agreement by and between the Registrant and Xperi Inc, dated October 1, 2022 (incorporated by reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K filed with the SEC on October 6, 2022)

Exhibit 10.5 [CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.] DATA SHARING AGREEMENT by and between ADEIA INC. and XPERI INC. Dated October 1, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 1 ARTICLE II SCOPE AND APPLICATION Sec

Employee Matters Agreement by and among the Registrant and Xperi Inc., dated as of October 1, 2022 (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on October 6, 2022)

Exhibit 10.2 EMPLOYEE MATTERS AGREEMENT by and among ADEIA INC. and XPERI INC. dated as of October 1, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 General 1 Section 1.2 References; Interpretation 7 ARTICLE II GENERAL PRINCIPLES Section 2.1 Nature of Liabilities 7 Section 2.2 Transfers of Employees Generally 7 Section 2.3 Assumption and Retention of Liabilities G

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On October 1, 2022 (the ?Distribution Date?), Adeia Inc. (formerly known as Xperi Holding Corporation) (the ?Company?, ?Adeia?, ?we?, ?our?, or ?us?) a Delaware corporation, completed the previously announced separation of its product business into a separate, independent publicly traded company, Xperi Inc. (?Xperi Inc.?

Adeia Announces Executive Leadership Team and Board of Directors for Future Independent IP Licensing Business

Exhibit 99.1 Adeia Announces Executive Leadership Team and Board of Directors for Future Independent IP Licensing Business San Jose, Calif. ? September 28, 2022 ? Adeia, the IP licensing business of Xperi Holding Corporation (NASDAQ: XPER) (the ?Company?), today announced the appointment of both the leadership team and the Board of Directors of Adeia Inc., the future independent IP licensing busin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 28, 2022 XPERI HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39304 84-4734590 (State or other jurisdiction of incorporation) (Commi

Xperi Hosts its 2022 Virtual Investor Day

Exhibit 99.1 Xperi Hosts its 2022 Virtual Investor Day SAN JOSE, Calif.?September 20, 2022?At its virtual investor meeting today, Xperi Holding Corporation (NASDAQ: XPER) (?Xperi?) is expected to provide an in-depth overview of both its product business and its IP licensing business ahead of their anticipated separation into stand-alone entities on October 1, 2022. Management will address each bus

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 20, 2022 XPERI HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39304 84-4734590 (State or other jurisdiction of incorporation) (Commi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 8, 2022 XPERI HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39304 84-4734590 (State or other jurisdiction of incorporation) (Commi

Xperi Announces Details for Completion of Separation

Exhibit 99.1 Xperi Announces Details for Completion of Separation San Jose, Calif. (September 8, 2022) ? Xperi Holding Corporation (Nasdaq: XPER), (the ?Company?) today announced that its Board of Directors (?Board?) has approved the details and timing of the previously announced Spin-Off (the ?Spin-Off?) of the Company?s product business, Xperi Inc. (?Xperi Inc.?) from the Company?s IP licensing

XPERI INC. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF JUNE 30, 2022 ($ in thousands) Historical Transaction Accounting Adjustments Notes Autonomous Entity Adjustments Notes Other Adjustments Notes Pro Forma ASSETS Current assets: Cash

Exhibit 99.1 XPERI INC. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF JUNE 30, 2022 ($ in thousands) Historical Transaction Accounting Adjustments Notes Autonomous Entity Adjustments Notes Other Adjustments Notes Pro Forma ASSETS Current assets: Cash and cash equivalents $ 133,257 $ 66,743 (A) $ ? $ ? $ 200,000 Accounts receivable, net 79,606 ? ? ? 79,606 Unbilled contracts receivable

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: August 26, 2022 (Date of earliest event reported) XPERI HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39304 84-4734590 (State of Incorporation) (Commission File Number) (IRS

XPERI INC. GAAP TO NON-GAAP RECONCILIATIONS (in thousands) Twelve Months Ended Six Months Ended December 31, 2021 June 30, 2022 GAAP Loss before taxes $ (160,238 ) $ (50,993 ) Pro forma adjustments for transaction accounting (1,675 ) (837 ) Pro forma

Exhibit 99.2 XPERI INC. GAAP TO NON-GAAP RECONCILIATIONS (in thousands) (unaudited) Twelve Months Ended Six Months Ended December 31, 2021 June 30, 2022 GAAP Loss before taxes $ (160,238 ) $ (50,993 ) Pro forma adjustments for transaction accounting (1,675 ) (837 ) Pro forma adjustments for autonomous entity 1,020 510 Pro forma other adjustments (3,000 ) (1,500 ) Interest expense 3,000 1,500 Other

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 8, 2022 XPERI HOLDING CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commissio

XPERI HOLDING CORPORATION announces SECOND quarter 2022 Results Company achieved significant milestones on growth strategy Tax free separation into two companies expected in the fall

Exhibit 99.1 FOR IMMEDIATE RELEASE XPERI HOLDING CORPORATION announces SECOND quarter 2022 Results Company achieved significant milestones on growth strategy Tax free separation into two companies expected in the fall San Jose, Calif. (August 8, 2022) ? Xperi Holding Corporation (NASDAQ: XPER) (the ?Company?, ?Xperi? or ?we?) today announced financial results for the second quarter ended June 30,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39304 XPERI HOLDING CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 84-4734590 (State or Other Jurisdiction of Incorporation or Organization) (I.

* * *

www.xperi.com July 29, 2022 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Mail Stop 3233 Washington, D.C. 20549 Attention: Beverly Singleton Melissa Gilmore Re: Xperi Holding Corporation Form 10-K for the fiscal Year ended December 31, 2021 Filed February 24, 2022 Form 8-K Filed May 9, 2022 Supplemental response letter dated J

July 12, 2022

www.xperi.com July 12, 2022 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Mail Stop 3233 Washington, D.C. 20549 Attention: Beverly Singleton Melissa Gilmore Re: Xperi Holding Corporation Form 10-K for the Fiscal Year ended December 31, 2021 Filed February 24, 2022 Form 8-K Filed May 9, 2022 Comment Letter dated June 27, 2022 F

XPERI ACQUIRES VEWD SOFTWARE Accelerates entry into the Connected TV space and establishes sub-brand TiVo as a leading independent Streaming Media Platform

Exhibit 99.1 FOR IMMEDIATE RELEASE XPERI ACQUIRES VEWD SOFTWARE Accelerates entry into the Connected TV space and establishes sub-brand TiVo as a leading independent Streaming Media Platform San Jose, Calif. (July 5, 2022) ? Xperi Holding Corporation (NASDAQ: XPER) (?Xperi? or the ?Company?) today announced it has acquired Vewd Software Holdings Limited (?Vewd?) for $109 million through a mixture

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 1, 2022 XPERI HOLDING CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 23, 2022 XPERI HOLDING CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission

Xperi Increases Annual Revenue and Cash Flow Guidance by $10 Million

Exhibit 99.1 FOR IMMEDIATE RELEASE Xperi Increases Annual Revenue and Cash Flow Guidance by $10 Million San Jose, Calif. (June 23, 2022) ? Xperi Holding Corporation (NASDAQ: XPER) (?Xperi? or the ?Company?) today announced a $10 million increase in both its annual revenue and operating cash flow guidance for 2022. The increase is primarily due to a recently resolved contract dispute with a custome

GAAP Outlook

www.xperi.com June 22, 2022 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Mail Stop 3233 Washington, D.C. 20549 Attention: Beverly Singleton Melissa Gilmore Re: Xperi Holding Corporation Form 10-K for the fiscal Year ended December 31, 2021 Filed February 24, 2022 Form 8-K Filed May 9, 2022 File No. 001-39304 Ladies and Gentle

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 9, 2022 XPERI HOLDING CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission F

XPERI HOLDING CORPORATION announces FIRST quarter 2022 Results Remains on track to separate Product and IP businesses in the fall

Exhibit 99.1 FOR IMMEDIATE RELEASE XPERI HOLDING CORPORATION announces FIRST quarter 2022 Results Remains on track to separate Product and IP businesses in the fall San Jose, Calif. (May 9, 2022) ? Xperi Holding Corporation (NASDAQ: XPER) (the ?Company?, ?Xperi? or ?we?) today announced financial results for the first quarter ended March 31, 2022. ?We are off to a good start for the year, deliveri

Separation Agreement and Release dated February 18, 2022 between the Company and Samir Armaly

Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (?Agreement?) is made by and between Samir Armaly (?Executive?) and Xperi Holding Corporation (the ?Company?) (collectively referred to as the ?Parties? or individually referred to as a ?Party?) as of February 18, 2022. RECITALS WHEREAS, Executive is currently serving as the Company?s President of IP Licensing; WHE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39304 XPERI HOLDING CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 84-4734590 (State or Other Jurisdiction of Incorporation or Organization) (I.

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2022 XPERI HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commissio

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Xperi Holding Corporation (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.

As filed with the Securities and Exchange Commission on April 29, 2022

As filed with the Securities and Exchange Commission on April 29, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Exhibit 4.1

Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following description of the material terms of the common stock and preferred stock of Xperi Holding Corporation (the ?Company?) is not complete and is qualified in its entirety by reference to the Company?s certificate of incorporation and bylaws, which are attached as Exhibits 3.2 and 3.4, respectively, to this Annual Report on Form 10-K of which this

List of subsidiaries

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT STATE OR OTHER JURISDICTIONNAME OF INCORPORATION DLLNI LIMITED England and Wales DTS Licensing Limited Ireland DTS, Inc. Delaware DTS International Services GmbH Germany FotoNation Limited Ireland FotoNation SRL Romania iBiquity Digital Corporation Delaware Invensas Bonding Technologies Inc. Delaware Invensas LLC Delaware Tessera Technologies LLC Delawar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39304 XPERI HOLDING CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 84-4734590 (State or Other Jurisdiction of Incorporation or Organization) (I.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 23, 2022 XPERI HOLDING CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commis

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 18, 2022 XPERI HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commis

XPERI HOLDING CORPORATION announces FOURTH quarter 2021 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE XPERI HOLDING CORPORATION announces FOURTH quarter 2021 Results San Jose, Calif. (February 23, 2022) ? Xperi Holding Corporation (Nasdaq: XPER) (the ?Company?, ?Xperi? or ?we?) today announced financial results for the fourth quarter ended December 31, 2021. ?Our fourth quarter performance was solid, and we finished the year with revenue around the mid-point of o

to Schedule 13G Joint Filing Agreement

Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2022 in connection with their beneficial ownership of Xperi Holding Corp.

XPER / Xperi Corp / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #3 Under the Securities and Exchange Act of 1934 Xperi Holding Corp (Name of Issuer) Common Stock (Title of Class of Securities) 98390M103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: T

to Schedule 13G

Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser ? Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

XPER / Xperi Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Xperi Holding Corp Title of Class of Securities: Common Stock CUSIP Number: 98390M103 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ 

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 2, 2022 XPERI HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commiss

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 30, 2021 XPERI HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commis

tonia O’connor appointed to Xperi Board of Directors

Exhibit 99.1 tonia O?connor appointed to Xperi Board of Directors SAN JOSE, Calif. (January 4, 2022) ? Xperi Holding Corporation (Nasdaq: XPER) (the ?Company?, ?Xperi? or ?we?) today announced the appointment of Tonia O?Connor to its Board of Directors effective December 30, 2021. "We are delighted to welcome Tonia to our Board of Directors. Her extensive experience across the media and IP industr

XPERI HOLDING CORPORATION announces THIRD quarter 2021 Results

EX-99.1 2 xper-ex9916.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE XPERI HOLDING CORPORATION announces THIRD quarter 2021 Results San Jose, Calif. (November 8, 2021) – Xperi Holding Corporation (Nasdaq: XPER) (the “Company”, “Xperi” or “we”) today announced financial results for the third quarter ended September 30, 2021. “We finished the third quarter with better-than-expected revenue, cash flo

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 8, 2021 XPERI HOLDING CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39304 XPERI HOLDING CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 84-4734590 (State or Other Jurisdiction of Incorporation or Organization) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39304 XPERI HOLDING CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 84-4734590 (State or Other Jurisdiction of Incorporation or Organization) (I.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 3, 2021 XPERI HOLDING CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commissio

XPERI HOLDING CORPORATION announces SECOND quarter 2021 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE XPERI HOLDING CORPORATION announces SECOND quarter 2021 Results San Jose, Calif. (August 3, 2021) ? Xperi Holding Corporation (Nasdaq: XPER) (the ?Company?, ?Xperi? or ?we?) today announced financial results for the second quarter ended June 30, 2021. ?We delivered strong second quarter revenue and earnings driven by certain deals closing earlier than expected an

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 8, 2021 XPERI HOLDING CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or other Jurisdiction of Incorporation) (Commission

Amendment No. 1 to Credit Agreement, dated as of June 8, 2021, among the Registrant, the subsidiaries of the Registrant party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto ((incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on June 10, 2021 (File No. 001-39304))

Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of June 8, 2021 (this ?Amendment?), among Xperi Holding Corporation, a Delaware corporation (the ?Borrower?), the Guarantors identified on the signature pages hereto (the ?Guarantors? and, collectively with the Borrower, the ?Loan Parties?), Bank of America, N.A., as administrative agen

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2021 XPERI HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39304 84-4734590 (State or Other Jurisdiction of Incorporation) (Commission

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 5, 2021 XPERI HOLDING CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or other Jurisdiction of Incorporation) (Commission F

XPERI HOLDING CORPORATION announces FIRST quarter 2021 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE XPERI HOLDING CORPORATION announces FIRST quarter 2021 Results San Jose, Calif. (May 5, 2021) ? Xperi Holding Corporation (Nasdaq: XPER) (the ?Company?, ?Xperi? or ?we?) today announced financial results for the first quarter ended March 31, 2021. ?Revenue for the first quarter was in line with our expectations, marking a strong start for the year and placing us

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39304 XPERI HOLDING CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 84-4734590 (State or Other Jurisdiction of Incorporation or Organization) (I.

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Stipulation and (Proposed) Order Regarding Mootness Fee Request, Notice, and Dismissal

GRANTED EFiled: Dec 07 2020 12:26PM EST Transaction ID 66164065 Case No. 2020-0376-JRS IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE LOCAL 464A UNITED FOOD AND ) COMMERCIAL WORKERS UNION ) PENSION FUND,) ) Plaintiff,) ) v.) ) DARCY ANTONELLIS, DAVID C. ) HABIGER, RICHARD S. HILL, JON ) KIRCHNER, V. SUE MOLINA,) GEORGE A. RIEDEL, and) CHRISTOPHER A. SEAMS,) ) Defendants.) C.A. No. 2020-0376-JRS

List of subsidiaries

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT STATE OR OTHER JURISDICTIONNAME OF INCORPORATION All In Media Pty Ltd. Australia DLLNI LIMITED England and Wales DTS Licensing Limited Ireland DTS, Inc. Delaware DTS International Services GmbH Germany FotoNation Limited Ireland FotoNation SRL Romania Guangzhou DTS Digital Theater Systems, Co. Ltd. China iBiquity Digital Corporation Delaware Invensas Bon

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39304 XPERI HOLDING CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 84-4734590 (State or Other Jurisdiction of Incorporation or Organization) (I.

XPERI HOLDING CORPORATION announces FOURTH quarter 2020 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE XPERI HOLDING CORPORATION announces FOURTH quarter 2020 Results San Jose, Calif. (February 23, 2021) ? Xperi Holding Corporation (Nasdaq: XPER) (the ?Company?, ?Xperi? or ?we?) today announced financial results for the fourth quarter ended December 31, 2020. ?Last year was transformative for Xperi. We closed our merger with TiVo, made significant progress on inte

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 23, 2021 XPERI HOLDING CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or other Jurisdiction of incorporation) (Commis

to Schedule 13G Joint Filing Agreement

EX-99.II 3 d118666dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 12, 2021 in connection with their beneficial ownership of Xperi Holding Corp. Each of Columbia Seligman Communications and Information Fund and Columbia Management Investment Advisers, LLC authoriz

to Schedule 13G

EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #2 Under the Securities and Exchange Act of 1934 Xperi Holding Corp (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) December 31, 2020 (Date o

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #2 Under the Securities and Exchange Act of 1934 Xperi Holding Corp (Name of Issuer) Common Stock (Title of Class of Securities) 98390M103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Xperi Holding Corp Title of Class of Securities: Common Stock CUSIP Number: 98390M103 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ 

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 3, 2021 XPERI HOLDING CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or other Jurisdiction of incorporation) (Commiss

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 13, 2021 XPERI HOLDING CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or other jurisdiction of incorporation) (Commiss

XPERI HOLDING CORPORATION announces THIRD quarter 2020 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE XPERI HOLDING CORPORATION announces THIRD quarter 2020 Results San Jose, Calif. (November 9, 2020) – Xperi Holding Corporation (Nasdaq: XPER) (the “Company”, “Xperi” or “we”) today announced financial results for the third quarter ended September 30, 2020. “We made significant progress on various strategic initiatives during the quarter and delivered financial re

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 9, 2020 XPERI HOLDING CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or other jurisdiction of incorporation) (Commiss

Form of Severance Agreement, dated September 29, 2020, between the Company and each of Robert Andersen, Geir Skaaden, Paul Davis, Matthew Milne, and Michael Hawkey (incorporated by reference to Exhibit 10.1 to Form 10-Q of Xperi Holding Corporation, filed November 9, 2020)

Exhibit 10.1 SEVERANCE AGREEMENT This Severance Agreement (“Agreement”) is made by and between Xperi Holding Corporation, a Delaware corporation (the “Company”), and [Executive](“Executive”), effective as of September 29, 2020 (such date, the “Effective Date”). For purposes of this Agreement, the “Company” shall mean the Company and its subsidiaries. The parties agree as follows: 1.Definitions. Fo

Form of Change in Control Severance Agreement, dated as of September 29, 2020, between the Company and each of Robert Andersen, Geir Skaaden, Paul Davis, Matthew Milne, and Michael Hawkey (incorporated by reference to Exhibit 10.2 to Form 10-Q of Xperi Holding Corporation, filed November 9, 2020)

Exhibit 10.2 CHANGE IN CONTROL SEVERANCE AGREEMENT This Change in Control Severance Agreement (“Agreement”) is made by and between Xperi Holding Corporation, a Delaware corporation (the “Company”), and [Executive] (“Executive”), effective as of September 29, 2020 (such date, the “Effective Date”). For purposes of this Agreement (other than Section 1(c) below), the “Company” shall mean the Company

Amendment to Employment and Severance Agreement between Xperi Corporation and Jon Kirchner dated April 28, 2017, effective as of September 29, 2020 (incorporated by reference to Exhibit 10.3 to Form 10-Q of Xperi Holding Corporation, filed November 9, 2020)

DocuSign Envelope ID: 0DC6196D-9EF0-4DB6-B946-560B7AE1FC00 Exhibit 10.3 AMENDMENT TO EMPLOYMENT AND SEVERANCE AGREEMENT ThisAMENDMENTTOEMPLOYMENTANDSEVERANCEAGREEMENT (“Amendment”), is made by and between Xperi Holding Corporation, a Delaware corporation (“Company”), and Jon Kirchner (“Executive”) (collectively the “Parties”), effective as of September 29, 2020 (“Effective Date”). WHEREAS, Executi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39304 XPERI HOLDING CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 84-4734590 (State or Other Jurisdiction of Incorporation or Organization) (I.

- 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 29, 2020 XPERI HOLDING CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or other jurisdiction of incorporation) (Commi

XPERI HOLDING CORPORATION announces SECOND quarter 2020 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE XPERI HOLDING CORPORATION announces SECOND quarter 2020 Results San Jose, Calif. (August 10, 2020) – Xperi Holding Corporation (Nasdaq: XPER) (the “Company” or “we”) today announced financial results for the second quarter ended June 30, 2020. “This has been a very productive time for Xperi, as we closed our transformational merger with TiVo in June and have made

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39304 XPERI HOLDING CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 84-4734590 (State or Other Jurisdiction of Incorporation or Organization) (I.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 10, 2020 XPERI HOLDING CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or other jurisdiction of incorporation) (Commissi

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 28, 2020 XPERI HOLDING CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or other jurisdiction of incorporation) (Commission

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Xperi Holding Corp Title of Class of Securities: Common Stock CUSIP Number: 98390M103 Date of Event Which Requires Filing of this Statement: June 30, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13d-1(b) ??Rule 13d

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 12, 2020 XPERI HOLDING CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware 001-39304 84-4734590 (State or other jurisdiction of incorporation) (Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (Date of earliest event reported): June 1, 2020 Xperi Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-39304 84-4734590 (State or other jurisdiction of incorporation) (Commiss

Form of Indemnification Agreement for Company Directors, Officers, and Key Employees (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2020 (File No. 001-39304))

EX-10.4 Exhibit 10.4 FORM OF XPERI HOLDING CORPORATION INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Agreement”) is made as of , 20 by and between Xperi Holding Corporation, a Delaware corporation (the “Company”), and [NAME] (the “Indemnitee”). RECITALS The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors, officers and key e

Credit Agreement, dated as of June 1, 2020, among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2020 (File No. 001-39304))

EX-10.1 Exhibit 10.1 Execution Version CUSIP Numbers: DEAL CUSIP: 98422BAA7 FACILITY CUSIP: 98422BAB5 $1,050,000,000 CREDIT AGREEMENT dated as of June 1, 2020 among XPERI HOLDING CORPORATION, THE LENDERS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent BANK OF AMERICA, N.A., RBC CAPITAL MARKETS* and BARCLAYS BANK PLC, as Joint Lead Arrangers and Joint Bookrunner

Guaranty, dated as of June 1, 2020, among Xperi, TiVo, the other subsidiary guarantors party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2020 (File No. 001-39304))

EX-10.2 Exhibit 10.2 Execution Version GUARANTY THIS GUARANTY (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of June 1, 2020 by each of the undersigned (the “Initial Subsidiary Guarantors”) and those additional Subsidiaries of the Borrower (as defined below) which become parties to this Guaranty by exec

Form 8-K

8-K12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (Date of earliest event reported): June 1, 2020 Xperi Holding Corporation (Exact name of registrant as specified in its charter) Delaware 333-236492 84-4734590 (State or other jurisdiction of incorporation) (Com

Xperi Holding Corporation 2020 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.11 of the Company’s Registration Statement on Form S-8 filed with the SEC on June 1, 2020 (File No. 333-238846))

EX-4.11 Exhibit 4.11 XPERI HOLDING CORPORATION 2020 EMPLOYEE STOCK PURCHASE PLAN Xperi Holding Corporation (f/k/a XRAY-TWOLF HoldCo Corporation), a Delaware corporation (the “Company”), hereby adopts the Xperi Holding Corporation 2020 Employee Stock Purchase Plan (the “Plan”), effective as of the Effective Date (as defined herein). 1. Purpose. The purposes of the Plan are as follows: (a) To assist

Amended and Restated Bylaws of the Company, dated May 29, 2020 (filed as Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on June 1, 2020, and incorporated herein by reference)

EX-3.2 Table of Contents Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF XPERI HOLDING CORPORATION (as amended and restated on May 29, 2020) Table of Contents TABLE OF CONTENTS Page ARTICLE I. CORPORATE OFFICES 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II. MEETINGS OF STOCKHOLDERS 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 NOTICE OF STOCKHOLDERS’ MEETINGS 2 2.5 ADV

Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on June 1, 2020, and incorporated herein by reference)

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XRAY-TWOLF HOLDCO CORPORATION XRAY-TWOLF HoldCo Corporation (the “Corporation”), organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. The Corporation filed its original Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for the Xperi Holding Corporation 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 of the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2020 (File No. 001-39304))

EX-10.12 Exhibit 10.12 GLOBAL XPERI HOLDING CORPORATION 2020 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT Xperi Holding Corporation, a Delaware corporation (the “Company”), pursuant to its 2020 Equity Incentive Plan (as amended to date, the “Plan”), hereby grants to the holder listed below (“Participant”), an award of restricted stock uni

Second Supplemental Indenture, dated June 1, 2020, by and between TiVo Solutions Inc., TiVo and Wells Fargo Bank, National Association.

EX-4.3 Exhibit 4.3 TIVO CORPORATION, TIVO SOLUTIONS INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of June 1, 2020 2% Convertible Senior Notes due 2021 SECOND SUPPLEMENTAL INDENTURE, dated as of June 1, 2020 (this “Supplemental Indenture”), among TIVO CORPORATION, a Delaware corporation (the “Company”), TIVO SOLUTIONS INC., a Delaware corporation

Security Agreement, dated as of June 1, 2020, among the Company, the other pledgors party thereto and Bank of America, N.A., as collateral agent (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2020 (File No. 001-39304))

EX-10.3 Exhibit 10.3 Execution Version SECURITY AGREEMENT by XPERI HOLDING CORPORATION, as Borrower and THE GUARANTORS PARTY HERETO in favor of BANK OF AMERICA, N.A., as Collateral Agent Dated as of June 1, 2020 TABLE OF CONTENTS Page PREAMBLE 1 RECITALS 1 AGREEMENT 2 ARTICLE I DEFINITIONS AND INTERPRETATION SECTION 1.1. DEFINITIONS 2 SECTION 1.2. INTERPRETATION 7 SECTION 1.3. RESOLUTION OF DRAFTI

Press Release, dated June 1, 2020.

EX-99.1 Exhibit 99.1 Xperi and TiVo Complete Merger Establishes Leader in Digital Entertainment Technology and IP Licensing SAN JOSE, Calif. (June 1, 2020) – Xperi Holding Corporation (“Xperi”) today announced that it has completed the merger of Xperi Corporation (NASDAQ: XPER) and TiVo Corporation, forming a unique digital entertainment technology platform and one of the industry’s largest and mo

- S-8

S-8 As filed with the Securities and Exchange Commission on June 1, 2020 Registration No.

Xperi Holding Corporation 2020 Equity Incentive Plan (incorporated by reference to Exhibit 4.10 of the Company’s Registration Statement on Form S-8 filed with the SEC on June 1, 2020 (File No. 333-238846))

EX-4.10 Exhibit 4.10 XPERI HOLDING CORPORATION 2020 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options

Form of Stock Option Grant Notice and Stock Option Agreement for the Xperi Holding Corporation 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 of the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2020 (File No. 001-39304))

EX-10.13 Exhibit 10.13 UNITED STATES XPERI HOLDING CORPORATION 2020 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Xperi Holding Corporation, a Delaware corporation (the “Company”), pursuant to its 2020 Equity Incentive Plan (as amended to date, the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Compa

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-236492 MERGER PROPOSED?YOUR VOTE IS VERY IMPORTANT Xperi Corporation, which we refer to as Xperi, and TiVo Corporation, which we refer to as TiVo, have entered into an Agreement and Plan of Merger and Reorganization, dated as of December 18, 2019, as amended on January 31, 2020, as it may be further amended from time to time,

-

CORRESP April 20, 2020 [VIA EDGAR] Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Consent of LionTree Advisors LLC.

Exhibit 99.4 We hereby consent to (i) the inclusion of our opinion letter dated December 18, 2019, to the Board of Directors of TiVo Corporation (“TiVo”) as Annex C to the joint proxy statement/prospectus which forms a part of amendment no. 3 to the registration statement on Form S-4 of XRAY-TWOLF Holdco Corporation (“XRAY-TWOLF”), filed with the Securities and Exchange Commission as of the date h

As filed with the Securities and Exchange Commission on April 20, 2020

Table of Contents As filed with the Securities and Exchange Commission on April 20, 2020 Registration No.

Form of Proxy Card for Xperi Corporation

Exhibit 99.5 FORM OF XPERI CORPORATION PROXY CARD ? PRELIMINARY XPERI CORPORATION 3025 ORCHARD PKWY SAN JOSE, CALIFORNIA 95134-2017 VOTE BY INTERNET?www.proxyvote.com BEFORE THE MEETING: Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 05/28/2020. Have your proxy card in hand when you access the web site and follow the instr

Consent of Centerview Partners LLC.

Exhibit 99.2 Consent of Centerview Partners LLC April 20, 2020 Board of Directors Xperi Corporation 3025 Orchard Parkway, San Jose, CA 95134 Re: Joint Proxy Statement (the ?Joint Proxy Statement/Prospectus?) of Xperi Corporation (?Xperi?) and TiVo Corporation that forms part of the Amendment No. 3 to Registration Statement on Form S-4 of Xperi filed with the Securities and Exchange Commission on A

-

CORRESP XRAY-TWOLF HoldCo Corporation 3025 Orchard Parkway San Jose, California 95134 April 20, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Proxy Card for TiVo Corporation.

EX-99.6 7 d876220dex996.htm EX-99.6 Exhibit 99.6 FORM OF TIVO CORPORATION PROXY CARD — PRELIMINARY 111234567812345678123456781234567812345678123456781234567812345678NAMETHE COMPANY NAME INC.—COMMON 123,456,789,012.12345THE COMPANY NAME INC.—CLASS A 123,456,789,012.12345THE COMPANY NAME INC.—CLASS B 123,456,789,012.12345THE COMPANY NAME INC.—CLASS C 123,456,789,012.12345THE COMPANY NAME INC.—CLASS

Consent of Centerview Partners LLC.

Exhibit 99.2 Consent of Centerview Partners LLC April 13, 2020 Board of Directors Xperi Corporation 3025 Orchard Parkway, San Jose, CA 95134 Re: Joint Proxy Statement (the ?Joint Proxy Statement/Prospectus?) of Xperi Corporation (?Xperi?) and TiVo Corporation that forms part of the Amendment No. 2 to Registration Statement on Form S-4 of Xperi filed with the Securities and Exchange Commission on A

As filed with the Securities and Exchange Commission on April 13, 2020

Table of Contents As filed with the Securities and Exchange Commission on April 13, 2020 Registration No.

Form of Proxy Card for Xperi Corporation.

Exhibit 99.5 FORM OF XPERI CORPORATION PROXY CARD ? PRELIMINARY 111234567812345678123456781234567812345678123456781234567812345678NAMETHE COMPANY NAME INC.?COMMON 123,456,789,012.12345THE COMPANY NAME INC.?CLASS A 123,456,789,012.12345THE COMPANY NAME INC.?CLASS B 123,456,789,012.12345THE COMPANY NAME INC.?CLASS C 123,456,789,012.12345THE COMPANY NAME INC.?CLASS D 123,456,789,012.12345THE COMPANY

Consent of LionTree Advisors LLC.

Exhibit 99.4 We hereby consent to (i) the inclusion of our opinion letter dated December 18, 2019, to the Board of Directors of TiVo Corporation (?TiVo?) as Annex C to the joint proxy statement/prospectus which forms a part of amendment no. 2 to the registration statement on Form S-4 of XRAY-TWOLF Holdco Corporation (?XRAY-TWOLF?), filed with the Securities and Exchange Commission as of the date h

-

CORRESP SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP EMAIL ADDRESS [email protected] 525 UNIVERSITY AVENUE PALO ALTO, CALIFORNIA 94301 ——— TEL: (650) 470-4500 FAX: (650) 470-4570 www.skadden.com April 10, 2020 FIRM/AFFILIATE OFFICES ——— BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK WASHINGTON, D.C. WILMINGTON ——— BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHAN

-

CORRESP SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 525 UNIVERSITY AVENUE PALO ALTO, CALIFORNIA 94301 FIRM/AFFILIATE OFFICES EMAIL ADDRESS Mike.

Consent of Centerview Partners LLC.

Exhibit 99.2 Consent of Centerview Partners LLC March 26, 2020 Board of Directors Xperi Corporation 3025 Orchard Parkway, San Jose, CA 95134 Re: Joint Proxy Statement (the ?Joint Proxy Statement/Prospectus?) of Xperi Corporation (?Xperi?) and TiVo Corporation that forms part of the Registration Statement on Form S-4 of Xperi filed with the Securities and Exchange Commission on March 26, 2020 (the

Consent of LionTree Advisors LLC.

Exhibit 99.4 We hereby consent to (i) the inclusion of our opinion letter dated December 18, 2019, to the Board of Directors of TiVo Corporation (?TiVo?) as Annex C to the joint proxy statement/prospectus which forms a part of amendment no. 1 to the registration statement on Form S-4 of XRAY-TWOLF Holdco Corporation (?XRAY-TWOLF?), filed with the Securities and Exchange Commission as of the date h

As filed with the Securities and Exchange Commission on March 26, 2020

Table of Contents As filed with the Securities and Exchange Commission on March 26, 2020 Registration No.

Bylaws of the Registrant.+

Exhibit 3.3 BYLAWS OF XRAY-TWOLF HOLDCO CORPORATION A Delaware Corporation Effective December 17, 2019 TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Annual Meetings 1 Section 3. Special Meetings 2 Section 4. Notice 2 Section 5. Adjournments 3 Section 6. Quorum 3 Sectio

Consent of Centerview Partners LLC.

Exhibit 99.2 Consent of Centerview Partners LLC February 18, 2020 Board of Directors Xperi Corporation 3025 Orchard Parkway, San Jose, CA 95134 Re: Joint Proxy Statement (the ?Joint Proxy Statement/Prospectus?) of Xperi Corporation (?Xperi?) and TiVo Corporation that forms part of the Registration Statement on Form S-4 of Xperi filed with the Securities and Exchange Commission on February 18, 2020

Certificate of Incorporation of the Registrant.+

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF XRAY-TWOLF HOLDCO CORPORATION FIRST: The name of the Corporation is XRAY-TWOLF HoldCo Corporation (hereinafter the ?Corporation?). SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at that address is The C

Consent of LionTree Advisors LLC.

Exhibit 99.4 We hereby consent to (i) the inclusion of our opinion letter dated December 18, 2019, to the Board of Directors of TiVo Corporation (?TiVo?) as Annex C to the joint proxy statement/prospectus which forms a part of the registration statement on Form S-4 of XRAY-TWOLF Holdco Corporation (?XRAY-TWOLF?), filed with the Securities and Exchange Commission as of the date hereof (the ?Registr

Powers of Attorney (included on signature page).+

Table of Contents As filed with the Securities and Exchange Commission on February 18, 2020 Registration No.