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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended March 31, 2026
OR
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from                      to                     
Commission File Number 1-33579
INTERDIGITAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania82-4936666
(State or Other Jurisdiction of
Incorporation or Organization)
 (I.R.S. Employer
Identification No.)
200 Bellevue Parkway, Suite 300, Wilmington, DE 19809-3727
(Address of Principal Executive Offices and Zip Code)
(302) 281-3600
(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareIDCCNasdaq Stock Market LLC
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Stock, par value $0.01 per share25,845,029
Title of ClassOutstanding at April 28, 2026



INDEX
  
 PAGES
InterDigital® is a registered trademark of InterDigital, Inc. All other trademarks, service marks and/or trade names appearing in this Quarterly Report on Form 10-Q are the property of their respective holders.




Table of Contents
PART I — FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
INTERDIGITAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)
March 31,
2026
December 31,
2025
Assets  
Current assets:  
Cash and cash equivalents$607,599 $738,960 
Short-term investments474,260 504,200 
Accounts receivable208,327 69,816 
Prepaid and other current assets96,491 74,994 
Total current assets1,386,677 1,387,970 
Property and equipment, net22,871 23,713 
Patents, net319,158 318,756 
Deferred tax assets133,328 141,326 
Other non-current assets, net209,164 192,525 
Total assets$2,071,198 $2,064,290 
Liabilities and Shareholders' equity  
Current liabilities:
  
Current portion of long-term debt$377,787 $458,376 
Accounts payable17,342 10,048 
Accrued compensation and related expenses32,795 50,050 
Deferred revenue261,103 193,722 
Dividends payable18,106 17,980 
Other accrued expenses31,207 22,326 
Total current liabilities738,340 752,502 
Long-term debt10,500 16,292 
Long-term deferred revenue159,362 135,882 
Other long-term liabilities58,910 58,494 
Total liabilities967,112 963,170 
Commitments and contingencies
Shareholders' equity:  
Preferred Stock, $0.10 par value, 14,399 shares authorized, 0 shares issued and outstanding
— — 
Common Stock, $0.01 par value, 100,000 shares authorized, 71,979 and 70,965 shares issued and 25,873 and 25,685 shares outstanding
719 709 
Additional paid-in capital1,063,941 816,903 
Retained earnings2,170,071 2,113,240 
Accumulated other comprehensive (loss) gain
(636)299 
Treasury stock, 46,106 and 45,280 shares of common stock held at cost
(2,130,009)(1,830,031)
Total shareholders' equity1,104,086 1,101,120 
Total liabilities and shareholders' equity$2,071,198 $2,064,290 

The accompanying notes are an integral part of these statements.
3

Table of Contents
INTERDIGITAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
Three Months Ended March 31,
20262025
Revenue$205,416 $210,507 
Operating expenses:
Research and portfolio development55,835 47,430 
Licensing52,119 17,677 
General and administrative15,201 13,568 
Total operating expenses123,155 78,675 
Income from operations82,261 131,832 
Interest expense(9,067)(9,871)
Other income, net6,600 10,258 
Income before income taxes79,794 132,219 
Income tax provision(4,465)(16,617)
Net income$75,329 $115,602 
Net income per common share:
Basic$2.93 $4.49 
Diluted$2.14 $3.45 
Weighted average number of common shares outstanding:
Basic25,721 25,741 
Diluted35,280 33,505 
Cash dividends declared per common share$0.70 $0.60 

The accompanying notes are an integral part of these statements.
4

Table of Contents
INTERDIGITAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
 Three Months Ended March 31,
 20262025
Net income$75,329 $115,602 
Unrealized (loss) gain on investments, net of tax
(935)256 
Comprehensive income$74,394 $115,858 
The accompanying notes are an integral part of these statements.

5

Table of Contents
INTERDIGITAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands, except per share data)
(unaudited)
Common StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Treasury StockTotal Shareholders' Equity
 SharesAmount SharesAmount
Balance, December 31, 2024
70,577 $705 $808,540 $1,775,823 $(458)44,895 $(1,727,395)$857,215 
Net income— — — 115,602 — — — 115,602 
Net change in unrealized loss on short-term investments
— — — — 256 — — 256 
Dividends declared ($0.60 per share)
— — 450 (16,027)— — — (15,577)
Exercise of common stock options100 7,314 — — — — 7,315 
Issuance of common stock, net218 (32,178)— — — — (32,176)
Share-based compensation— — 9,498 — — — — 9,498 
Repurchase of common stock— — — — — 24 (5,249)(5,249)
Balance, March 31, 2025
70,895 $708 $793,624 $1,875,398 $(202)44,919 $(1,732,644)$936,884 

Common StockAdditional Paid-In CapitalRetained Earnings
Accumulated Other Comprehensive Income (Loss)
Treasury StockTotal Shareholders' Equity
 SharesAmount SharesAmount
Balance, December 31, 2025
70,965 $709 $816,903 $2,113,240 $299 45,280 $(1,830,031)$1,101,120 
Net income— — — 75,329 — — — 75,329 
Net change in unrealized gain (loss) on short-term investments
— — — — (935)— — (935)
Dividends declared ($0.70 per share)
— — 392 (18,498)— — — (18,106)
Issuance of common stock, net212 (55,005)— — — — (55,003)
Share-based compensation— — 10,339 — — — — 10,339 
Repurchase of common stock— — — —  24 (8,165)(8,165)
Settlement of the 2027 Notes
802 (503)— — — — (495)
Settlement of the 2027 Hedge— — 291,815 — — 802 (291,813)
Balance, March 31, 2026
71,979 $719 $1,063,941 $2,170,071 $(636)46,106 $(2,130,009)$1,104,086 
The accompanying notes are an integral part of these statements.
6

Table of Contents

INTERDIGITAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Three Months Ended March 31,
 20262025
Cash flows from operating activities:  
Net income$75,329 $115,602 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
Depreciation and amortization19,208 18,213 
Change in deferred revenue85,861 (38,750)
Deferred income taxes8,247 10,651 
Share-based compensation10,339 9,498 
Other(944)(1,057)
Increase in assets:
Receivables(138,511)(115,966)
Deferred charges and other assets(44,764)(2,201)
Increase (decrease) in liabilities:
Accounts payable6,800 1,730 
Accrued compensation and other expenses(5,484)(17,709)
Net cash provided by (used in) operating activities
16,081 (19,989)
Cash flows from investing activities:
  
Purchases of short-term investments(126,614)(86,864)
Proceeds from maturities and sales of short-term investments156,389 173,029 
Purchases of property and equipment(911)(14,508)
Capitalized patent costs(14,167)(12,149)
Long-term investments1,709 — 
Net cash provided by investing activities
16,406 59,508 
Cash flows from financing activities:
  
Payments on long-term debt(88,017)(1,284)
Net proceeds from exercise of stock options— 7,316 
Taxes withheld upon restricted stock unit vestings(55,003)(32,177)
Repurchase of common stock(8,165)(5,249)
Dividends paid(17,980)(11,557)
Net cash used in financing activities(169,165)(42,951)
Net decrease in cash, cash equivalents, and restricted cash
(136,678)(3,432)
Cash, cash equivalents, and restricted cash, beginning of period
754,268 551,547 
Cash, cash equivalents, and restricted cash, end of period
$617,590 $548,115 
Refer to Note 1, "Basis of Presentation," for additional supplemental cash flow information. Additionally, refer to Note 3, "Cash, Concentration of Credit Risk and Fair Value of Financial Instruments" for a reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets.
The accompanying notes are an integral part of these statements.
7

Table of Contents
INTERDIGITAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
(unaudited)
1. BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited, condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial position of InterDigital, Inc. (individually and/or collectively with its subsidiaries referred to as “InterDigital,” the “Company,” “we,” “us” or “our,” unless otherwise indicated) as of March 31, 2026, the results of our operations for the three months ended March 31, 2026 and 2025 and our cash flows for the three months ended March 31, 2026 and 2025. The accompanying unaudited, condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, accordingly, do not include all of the detailed schedules, information and notes necessary to state fairly the financial condition, results of operations and cash flows in conformity with United States generally accepted accounting principles (“GAAP”). The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP for year-end financial statements. Therefore, these financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our “2025 Form 10-K”) as filed with the Securities and Exchange Commission (“SEC”) on February 5, 2026. Definitions of capitalized terms not defined herein appear within our 2025 Form 10-K. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire year. We have one reportable segment.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.
Change in Accounting Policies
There have been no material changes or updates to our existing accounting policies from the disclosures included in our 2025 Form 10-K, except as indicated below in "New Accounting Guidance".
Reclassifications
Certain reclassifications have been made to prior year amounts to conform to the current year presentation.
Supplemental Cash Flow Information
The following table presents additional supplemental cash flow information for the three months ended March 31, 2026 and 2025 (in thousands):
Three Months Ended March 31,
Supplemental cash flow information:20262025
Income taxes paid, including foreign withholding taxes$6,462 $10,204 
Non-cash investing and financing activities:
Non-cash acquisition of patents3,000 13,000 
Dividend payable18,106 15,577 
Accrued capitalized patent costs and property and equipment purchases(494)4,470 
Right-of-use assets obtained in exchange of operating lease liabilities597 — 
Settlement of the 2027 Notes and Hedge Transactions
291,310 — 
Unsettled repurchase of common stock451 411 
8

New Accounting Guidance
Accounting Standards Update: Induced Conversions of Convertible Debt Instruments
In November 2024, the FASB issued ASU No. 2024-04, "Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments". The amendments in the ASU require disclosures for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. ASU 2024-04 is effective for fiscal years beginning after December 15, 2025, with early adoption allowed. We adopted this guidance as of January 1, 2026, and there was no impact of this adoption on our consolidated financial statements.
Accounting Standards Update: Targeted Improvements to the Accounting for Internal-Use Software
In September 2025, the FASB issued ASU No. 2025-06, "Intangibles—Goodwill and Other Internal-Use Software (Subtopic 350-40)". The amendments in the ASU amend certain aspects of the accounting for and disclosure of software costs under ASC 350-40. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, with early adoption allowed. We adopted this guidance as of January 1, 2026, and there was no material impact of this adoption on our consolidated financial statements.
Accounting Standards Update: Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU No. 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses". The amendments in the ASU require disclosures about specific types of expenses included in the expense captions presented on the Consolidated Statements of Income, as well as disclosures about selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption allowed. We are currently evaluating the impact of adoption on our financial disclosures.
Accounting Standards Update: Interim Reporting (Topic 270): Narrow-Scope Improvements
In December 2025, the FASB issued ASU 2025-11 to amend the guidance in “Interim Reporting” (Topic 270). The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. We are currently evaluating the impact of adoption on our consolidated financial statements.
2. REVENUE
Disaggregated Revenue
The following table presents the disaggregation of our revenue for the three months ended March 31, 2026 and 2025 (in thousands):
Three Months Ended March 31,
 20262025
Increase/(Decrease)
Smartphone$123,391 $183,991 $(60,600)(33)%
CE, IoT/Auto81,891 26,267 55,624 212 %
Other134 249 (115)(46)%
Total Revenue$205,416 $210,507 $(5,091)(2)%
Catch-up revenue (a), included above
$63,623 $84,785 $(21,162)(25)%
(a)    Catch-up revenue represents revenue associated with reporting periods prior to the execution of the license agreement.
During the three months ended March 31, 2026, we recognized $61.4 million of revenue that had been included in deferred revenue as of the beginning of the period. As of March 31, 2026, we had contract assets of $58.4 million included within "Accounts receivable" and $27.0 million included within "Other non-current assets, net" in the condensed consolidated balance sheet. As of December 31, 2025, we had contract assets of $19.7 million included within "Accounts receivable" and $21.0 million included within "Other non-current assets, net" in the condensed consolidated balance sheet.
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Contracted Revenue
Based on contracts signed and committed as of March 31, 2026, we expect to recognize the following revenue from dynamic fixed-fee royalty payments over the term of such contracts (in thousands):
Revenue (a)
Remainder of 2026$393,262 
2027512,557 
2028416,769 
2029356,840 
2030220,601 
Thereafter73,758 
Total Revenue$1,973,787 
(a)    This table includes estimated revenue related to our Lenovo arbitration. In accordance with ASC 606, this estimate is limited to the amount of revenue we expect to recognize only to the extent we believe it is probable that a subsequent change in the estimate would not result in a significant revenue reversal.
3. CASH, CONCENTRATION OF CREDIT RISK AND FAIR VALUE OF FINANCIAL INSTRUMENTS
Cash, Cash Equivalents, and Restricted Cash
Cash, cash equivalents, and restricted cash currently consist of money market and demand accounts. The following table provides a reconciliation of total cash, cash equivalents, and restricted cash as of March 31, 2026, December 31, 2025, and March 31, 2025 to the captions within the condensed consolidated balance sheets and condensed consolidated statements of cash flows (in thousands):
 March 31,December 31,March 31,
 202620252025
Cash and cash equivalents$607,599 $738,960 $536,639 
Restricted cash included within prepaid and other current assets9,991 15,308 11,476 
Total cash, cash equivalents, and restricted cash
$617,590 $754,268 $548,115 
Concentration of Credit Risk and Fair Value of Financial Instruments
Financial instruments that potentially subject us to concentration of credit risk consist primarily of cash equivalents, short-term investments, and accounts receivable. We place our cash equivalents and short-term investments only in highly rated financial instruments and in United States government instruments.
Our accounts receivable and contract assets are derived principally from patent license and technology solutions agreements. Three licensees comprised 81% and 55% of our accounts receivable balances as of March 31, 2026 and December 31, 2025, respectively. We perform ongoing credit evaluations of our licensees, who generally include large, multinational, wireless telecommunications and consumer electronics equipment manufacturers. We believe that the book values of our financial instruments approximate their fair values.
Fair Value Measurements
We use various valuation techniques and assumptions when measuring the fair value of our assets and liabilities. We utilize market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. This guidance established a hierarchy that prioritizes fair value measurements based on the types of input used for the various valuation techniques (market approach, income approach and cost approach). The levels of the hierarchy are described below:
Level 1 Inputs — Level 1 includes financial instruments for which quoted market prices for identical instruments are available in active markets.
Level 2 Inputs — Level 2 includes financial instruments for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets with insufficient volume or infrequent transactions (less active markets) or model-driven valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data, including market interest rate curves, referenced credit spreads and pre-payment rates.
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Level 3 Inputs — Level 3 includes financial instruments for which fair value is derived from valuation techniques including pricing models and discounted cash flow models in which one or more significant inputs are unobservable, including the Company’s own assumptions. The pricing models incorporate transaction details such as contractual terms, maturity and, in certain instances, timing and amount of future cash flows, as well as assumptions related to liquidity and credit valuation adjustments of marketplace participants.
Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of financial assets and financial liabilities and their placement within the fair value hierarchy. We use quoted market prices for similar assets to estimate the fair value of our Level 2 investments.
Recurring Fair Value Measurements
Our financial assets are generally included within short-term investments on our condensed consolidated balance sheets, unless otherwise indicated. Our financial assets and liabilities that are accounted for at fair value on a recurring basis are presented in the tables below as of March 31, 2026 and December 31, 2025 (in thousands):
 Fair Value as of March 31, 2026
 Level 1Level 2Level 3Total
Assets:    
Money market and demand accounts (a)
$598,672 $— $— $598,672 
Commercial paper
— 111,958 — 111,958 
U.S. government securities (b)
— 232,898 — 232,898 
Corporate bonds, asset backed and other securities
— 148,322 — 148,322 
  Total$598,672 $493,178 $— $1,091,850 
 Fair Value as of December 31, 2025
 Level 1Level 2Level 3Total
Assets:    
Money market and demand accounts (a)
$745,024 $— $— $745,024 
Commercial paper
— 121,361 — 121,361 
U.S. government securities— 240,556 — 240,556 
Corporate bonds, asset backed and other securities (c)
— 151,527 — 151,527 
  Total$745,024 $513,444 $— $1,258,468 
______________________________
(a)Primarily included within cash and cash equivalents.
(b)As of March 31, 2026, $18.9 million of U.S. government securities was included within cash and cash equivalents.
(c)As of December 31, 2025, $9.2 million of corporate bonds, asset backed and other securities was included within cash and cash equivalents.
Fair Value of Long-Term Debt
Convertible Notes
The principal amount, carrying value and related estimated fair value of the Company's convertible notes (the "Convertible Notes") reported as of March 31, 2026 and December 31, 2025 was as follows (in thousands). The aggregate fair value of the principal amount of the Convertible Notes is a Level 2 fair value measurement.
March 31, 2026December 31, 2025
Principal
Amount
Carrying
Value
Fair
Value
Principal
Amount
Carrying
Value
Fair
Value
2027 Senior Convertible Long-Term Debt$379,983 $377,787 $1,481,934 $459,986 $456,786 $1,905,819 
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Technicolor Patent Acquisition Long-term Debt
The carrying value and related estimated fair value of the Technicolor Patent Acquisition (as defined below) long-term debt reported as of March 31, 2026 and December 31, 2025 was as follows (in thousands). The aggregate fair value of the Technicolor Patent Acquisition long-term debt is a Level 3 fair value measurement.
March 31, 2026December 31, 2025
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
Technicolor Patent Acquisition Long-Term Debt$10,500 $11,225 $17,882 $18,178 

4.    OTHER ASSETS AND LIABILITIES
The amounts included in "Prepaid and other current assets" in the condensed consolidated balance sheet as of March 31, 2026 and December 31, 2025 were as follows (in thousands):
March 31, 2026December 31, 2025
Tax receivables$50,565 $39,638 
Prepaid assets30,498 13,335 
Restricted cash9,991 15,308 
Other current assets5,437 6,713 
Total Prepaid and other current assets$96,491 $74,994 
The amounts included in "Other non-current assets, net" in the condensed consolidated balance sheet as of March 31, 2026 and December 31, 2025 were as follows (in thousands):
March 31, 2026December 31, 2025
Tax receivables$100,854 $98,846 
Contract asset27,000 21,000 
Goodwill24,073 24,073 
Right-of-use assets13,631 13,797 
Long-term investments11,718 11,718 
Other non-current assets31,888 23,091 
Total Other non-current assets, net$209,164 $192,525 
The amounts included in "Other accrued expenses" in the condensed consolidated balance sheet as of March 31, 2026 and December 31, 2025 were as follows (in thousands):
March 31, 2026December 31, 2025
Accrued legal fees$20,016 $14,008 
Other accrued expenses11,191 8,318 
Total Other accrued expenses$31,207 $22,326 
The amounts included in "Other long-term liabilities" in the condensed consolidated balance sheet as of March 31, 2026 and December 31, 2025 were as follows (in thousands):
March 31, 2026December 31, 2025
Deferred compensation liabilities$25,927 $25,454 
Operating lease liabilities13,435 13,540 
Other long-term liabilities19,548 19,500 
Total Other long-term liabilities$58,910 $58,494 
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5. OBLIGATIONS
2027 Notes and Related Note Hedge and Warrant Transactions
On May 27, 2022, we issued $460.0 million in aggregate principal amount of 3.50% Senior Convertible Notes due in 2027 (the "2027 Notes"). The net proceeds from the issuance of the 2027 Notes, after deducting the initial purchasers' transaction fees and offering expenses, were approximately $450.0 million. The 2027 Notes bear interest at a rate of 3.50% per year, payable in cash on June 1 and December 1 of each year, commencing on December 1, 2022, and mature on June 1, 2027, unless earlier redeemed, converted or repurchased.
The 2027 Notes will be convertible into cash up to the aggregate principal amount of the 2027 Notes to be converted and in respect of the remainder, if any, of the Company’s obligation in excess of the aggregate principal amount of the 2027 Notes being converted, pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination thereof, at the Company’s election, at an initial conversion rate of 12.9041 shares of common stock per $1,000 principal amount of the 2027 Notes (which is equivalent to an initial conversion price of approximately $77.49 per share). From the period January 1, 2024 through June 30, 2026, the holders of the 2027 Notes have the right, but not the obligation, to convert any portion of the principal amount of the 2027 Notes. As such, the 2027 Notes are included in "Current portion of long-term debt" in our condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025.
The 2027 Notes are the Company’s senior unsecured obligations and rank equally in right of payment with any of the Company’s current and any future senior unsecured indebtedness. The 2027 Notes are effectively subordinated to all of the Company’s future secured indebtedness, if any, to the extent of the value of the related collateral, and the 2027 Notes are structurally subordinated to indebtedness and other liabilities, including trade payables, of the Company’s subsidiaries.
On May 24 and May 25, 2022, in connection with the offering of the 2027 Notes, we entered into convertible note hedge transactions ("2027 Note Hedge Transactions") that cover, subject to customary anti-dilution adjustments, approximately 5.9 million shares of common stock, in the aggregate, at a strike price that initially corresponds to the initial conversion price of the 2027 Notes, subject to adjustment, and are exercisable upon any conversion of the 2027 Notes. Also, on May 24 and May 25, 2022, we entered into privately negotiated warrant transactions ("2027 Warrant Transactions"), whereby we sold warrants to acquire, subject to customary anti-dilution adjustments, approximately 6.0 million shares of common stock. As of March 31, 2026, the warrants under the 2027 Warrant Transactions had a weighted average strike price of $105.55 per share, subject to adjustment, and mature beginning September 2027 through April 2028.
In December 2025, holders elected to convert $80.0 million principal amount of the 2027 Notes, which was settled in the first quarter of 2026. We paid the $80.0 million principal amount in cash and issued 0.8 million shares to settle the conversion spread. These shares issued were offset by 0.8 million shares received upon partial settlement of the 2027 Note Hedge Transactions, resulting in no incremental outstanding shares resulting from the conversion.
The following table reflects the carrying value of our Convertible Notes long-term debt as of March 31, 2026 and December 31, 2025 (in thousands):
March 31, 2026December 31, 2025
3.50% Senior Convertible Notes due 2027
$379,983 $459,986 
Less: Deferred financing costs(2,196)(3,200)
Net carrying amount of the Convertible Notes377,787 456,786 
Less: Current portion of long-term debt(377,787)(456,786)
Long-term net carrying amount of the Convertible Notes$— $— 
The following table presents the amount of interest cost recognized, which is included within "Interest expense" in our condensed consolidated statements of income, for the three months ended March 31, 2026 and 2025 relating to the contractual interest coupon and the amortization of deferred financing costs of the 2027 Notes (in thousands):
Three Months Ended March 31,
20262025
Contractual coupon interest$3,325 $4,025 
Amortization of deferred financing costs511 502 
Total$3,836 $4,527 
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Technicolor Patent Acquisition Long-Term Debt
On July 30, 2018, we completed our acquisition of the patent licensing business of Technicolor SA ("Technicolor"), a worldwide technology leader in the media and entertainment sector (the "Technicolor Patent Acquisition"). In conjunction with the Technicolor Patent Acquisition, we assumed Technicolor’s rights and obligations under a joint licensing program with Sony relating to digital televisions and standalone computer display monitors, which commenced in 2015 (the "Madison Arrangement"). An affiliate of CPPIB Credit Investments Inc. ("CPPIB Credit"), a wholly owned subsidiary of Canada Pension Plan Investment Board, is a third-party investor in the Madison Arrangement. CPPIB Credit made certain payments to Technicolor and Sony and agreed to contribute cash to fund certain capital reserve obligations under the arrangement in exchange for a percentage of future revenue, specifically through September 11, 2030 in regard to the Technicolor patents.
Upon our assumption of Technicolor’s rights and obligations under the Madison Arrangement, our relationship with CPPIB Credit meets the criteria in ASC 470-10-25 - Sales of Future Revenues or Various Other Measures of Income ("ASC 470"), which relates to cash received from an investor in exchange for a specified percentage or amount of revenue or other measure of income of a particular product line, business segment, trademark, patent, or contractual right for a defined period. Under this guidance, we recognized the fair value of our contingent obligation to CPPIB Credit, as of the acquisition date, as long-term debt in our condensed consolidated balance sheet. This initial fair value measurement was based on the perspective of a market participant and included significant unobservable inputs which are classified as Level 3 inputs within the fair value hierarchy. The fair value of the long-term debt as of March 31, 2026 and December 31, 2025 is disclosed within Note 3, "Cash, Concentration of Credit Risk and Fair Value of Financial Instruments." Our repayment obligations are contingent upon future royalty revenue generated from the Madison Arrangement and there are no minimum or maximum payments under the arrangement.
Under ASC 470, amounts recorded as debt are amortized under the interest method. At each reporting period, we will review the discounted expected future cash flows over the life of the obligation. The Company made an accounting policy election to utilize the catch-up method when there is a change in the estimated future cash flows, whereby we will adjust the carrying amount of the debt to the present value of the revised estimated future cash flows, discounted at the original effective interest rate, with a corresponding adjustment recognized as interest expense within “Interest Expense” in the condensed consolidated statements of income. The effective interest rate as of the acquisition date was approximately 14.5%. This rate represents the discount rate that equates the estimated future cash flows with the fair value of the debt as of the acquisition date and is used to compute the amount of interest to be recognized each period based on the estimated life of the future revenue streams. During the three months ended March 31, 2026 and 2025, we recognized $0.6 million and $0.3 million, respectively, of interest expense related to this debt. This amount was included within “Interest Expense” in the condensed consolidated statements of income. Any future payments made to CPPIB Credit, or additional proceeds received from CPPIB Credit, will decrease or increase the long-term debt balance accordingly. We made $8.0 million and $1.3 million in payments to CPPIB Credit during the three months ended March 31, 2026 and 2025, respectively.
Technicolor Contingent Consideration
As part of the Technicolor Patent Acquisition, we entered into a revenue-sharing arrangement with Technicolor that created a contingent consideration liability. Under the revenue-sharing arrangement, Technicolor receives 42.5% of future cash receipts from new licensing efforts under the Madison Arrangement only, subject to certain conditions and hurdles. As of March 31, 2026, the contingent consideration liability from the revenue-sharing arrangement was deemed not probable and is therefore not reflected within the condensed consolidated financial statements.
6. LITIGATION AND LEGAL PROCEEDINGS
ARBITRATIONS AND COURT PROCEEDINGS
Amazon
United Kingdom Proceedings
In August 2025, Amazon.com, Inc. and certain of its subsidiaries (“Amazon”) filed a claim in the High Court of Justice of England and Wales against the Company and certain of its subsidiaries. The claims allege the non-infringement and invalidity of certain patents relating to video coding and video streaming technologies. Amazon is seeking, among other relief, a rate-setting and order that InterDigital offer Amazon a RAND license as declared by the Court, or a declaration that InterDigital is in breach of its RAND commitment and an unwilling licensor and damages arising from such breach, and a declaration that the challenged patents are invalid and non-essential and not infringed.
The Company made a jurisdictional challenge, which was denied in December 2025. The Company has appealed that decision. A subset of the issues raised by Amazon’s complaint are scheduled to be tried in September 2026, with the remainder to be scheduled later.
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Brazil Proceedings
In September 2025, Amazon filed a claim in the Second Business Court of Sao Paulo (“Sao Paulo Court”) against the Company and certain of its subsidiaries. The claims allege the non-infringement and non-essentiality of certain patents relating to video coding and video streaming technologies. Amazon is seeking a declaration that the challenged Brazilian patents are not infringed, and a declaration preventing enforcement by the Company of any video coding patents anywhere in Brazil.
In November 2025, the Company and certain of its subsidiaries filed a claim in the Regional Business Court of Rio de Janeiro against Amazon. The claim alleges infringement of certain of the Company’s patents relating to video coding technologies. The Company is seeking, among other relief, damages and injunctive relief to prevent further infringement of the asserted patents.
Germany Proceedings
In November and December 2025, the Company and certain of its subsidiaries filed patent infringement claims in three separate proceedings in the Munich and Mannheim Regional Courts against Amazon. The claims allege infringement of certain of the Company’s patents relating to video coding and video streaming technologies. The Company is seeking, among other relief, injunctive relief to prevent further infringement of the asserted patents. Trials are expected in two of the three proceedings in third quarter and fourth quarter 2026.
UPC Proceedings
In November and December of 2025, the Company and certain of its subsidiaries filed patent infringement claims in three separate proceedings in the Mannheim Local Divisional Court and Dusseldorf Local Divisional Court of the UPC against Amazon. The claims allege infringement of certain of the Company’s patents relating to video coding and video streaming technologies. The Company is seeking, among other relief, injunctive relief to prevent further infringement of the asserted patents.
International Trade Commission and Companion District Court Proceedings
In November 2025, the Company and certain of its subsidiaries filed a companion patent infringement complaint against Amazon in the Federal District Court of the District of Delaware. The claims allege infringement of certain of the Company’s patents relating to video coding and video streaming technologies. The Company is seeking, among other relief, injunctive relief to prevent further infringement of the asserted patents.The case is currently stayed pending resolution of the ITC case described below.
In December 2025, the Company and certain of its subsidiaries filed a complaint in the United States International Trade Commission ("ITC") alleging that Amazon is engaged in unfair trade practices, and that certain of Amazon's video-capable electronic devices like smart TVs, streaming devices, tablets and smart display devices, and components thereof, infringe certain claims of the asserted patents. As relief, the Company is seeking, among other relief, a limited exclusion order against Amazon barring from entry into the United States all of Amazon’s products that infringe the asserted patents and cease and desist orders prohibiting Amazon from importing, selling, offering for sale, marketing, advertising, and distributing, infringing products. The ITC has instituted the investigation.
Eastern District of Virginia Proceedings
In December 2025, the Company and certain of its subsidiaries filed a claim in the Federal District Court of the Eastern District of Virginia against Amazon. The claim alleges infringement of four of the Company’s patents relating to video coding and video streaming technologies. The Company is seeking, among other relief, damages to prevent further infringement of the asserted patents.
Western District of Texas Proceedings
In February 2026, the Company and certain of its subsidiaries filed a complaint with the District Court for the Western District of Texas. The claim alleges infringement of six of the Company’s patents covering certain networking technologies relating to the delivery of video content. The Company is seeking, among other relief, damages to prevent further infringement of the asserted patents.
Disney
US Central District of California Proceedings
In February 2025, the Company and certain of its subsidiaries filed a claim in the Federal District Court of the Central District of California against The Walt Disney Co. and certain of its subsidiaries (“Disney”). The claim alleges infringement of certain of the Company’s patents relating to video coding and video streaming technologies. The Company is seeking, among other relief, damages to prevent further infringement of the asserted patents.
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In March 2025, Disney filed an answer and asserted multiple counterclaims against the Company. In April 2025 Disney filed a motion for an anti-suit injunction to prevent enforcement of any potential injunctive relief in Brazil, which the court denied. In March of 2026, the court issued a claim construction decision holding that certain claims of a subset of the asserted patents were invalid for lack of sufficient definiteness; the balance of the decision was favorable. The Company is seeking reconsideration as to one of the claims held to be indefinite, and further intends to appeal such conclusions.
A trial is scheduled for February 2027.
Brazil Proceedings
In February 2025, the Company and certain of its subsidiaries filed a claim in the Regional Business Court of Rio de Janeiro against Disney. The claim alleges infringement of certain of the Company’s patents relating to video coding technologies. The Company is seeking, among other relief, damages and injunctive relief to prevent further infringement of the asserted patents.
In March 2025, Disney filed an answer and asserted a rate-setting counterclaim. In May 2025, the Company requested an anti-interference injunction to prevent Disney from continuing with its anti-suit injunction in California.
In September 2025, the Court granted the Company’s preliminary injunction request. The Appellate Court initially granted Disney’s request to stay the preliminary injunction pending hearing of an appeal, but that stay was lifted.
In October 2025, the Company filed another claim in the Regional Business Court of Rio de Janeiro against Disney. The claim alleges infringement of one of the Company’s patents relating to video coding technologies. The Company is seeking, among other relief, damages and injunctive relief to prevent further infringement of the asserted patent.
Germany Proceedings
In February and April of 2025, the Company and certain of its subsidiaries filed patent infringement claims in four separate proceedings in the Munich Regional Court against Disney. The claims allege infringement of certain of the Company’s patents relating to video coding and video streaming technologies. The Company is seeking, among other relief, injunctive relief to prevent further infringement of the asserted patents.
In October 2025, the Court held a hearing and issued an order finding validity of and infringement by Disney of one of the Company’s patents. The order enjoined Disney from further infringement. Disney is currently appealing the Court’s determinations. In January 2026, the Court imposed fines of €550,000 for Disney’s violations of the injunction following a request for coercive measures from the Company.
In November 2025, the Court held another hearing and issued another order finding infringement by Disney of another of the Company’s patents. The order also enjoined Disney from further infringement. In February 2026, the Court held another hearing and issued another order finding infringement by Disney of another of the Company’s patents. The order also enjoined Disney from further infringement. A hearing on the remaining asserted patent has not yet been scheduled.
UPC Proceedings
In February and April of 2025, the Company and certain of its subsidiaries filed patent infringement claims in four separate proceedings in the Mannheim Local Divisional Court and Dusseldorf Local Divisional Court of the UPC against Disney. The claims allege infringement of certain of the Company’s patents relating to video coding and video streaming technologies. The Company is seeking, among other relief, injunctive relief to prevent further infringement of the asserted patents.
The Mannheim Court has scheduled a hearing for one of the two asserted patents in May 2026 with the remainder to be scheduled in the second half of 2026. The Dusseldorf Court has scheduled hearings for two asserted patents in June and July 2026.
Delaware Proceedings
In August 2025, a subsidiary of Disney filed an antitrust complaint against the Company and certain of its subsidiaries, and Technicolor in the Federal District Court of the District of Delaware. The claims allege the Company has engaged in monopolistic conduct in the licensing of its patents relating to video coding and video streaming technologies. Disney is seeking, among other relief, injunctive relief to halt the licensing practices it views as unlawful, and damages.
In September 2025, the Company filed a motion to dismiss Disney’s complaint, or in the alternative, stay the case pending resolution of the Company’s cases against Disney in California, Europe, and Brazil. In October 2025, the Antitrust Division of the United States Department of Justice filed a Statement of Interest in the Delaware case.
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Dolby
In March 2026, Dolby Laboratories filed two complaints in the Central District of California seeking declaratory judgment relief with respect to six of the Company’s patents. The first complaint seeks declarations of invalidity and noninfringement with respect to one of the Company’s video technology patents that is also currently being asserted against Disney. The second complaint seeks declarations of noninfringement with respect to five of the Company’s video technology patents that are also being asserted against Amazon, Hisense and TCL. In April 2026, the Company filed a motion to dismiss the first complaint; the deadline to respond to the second complaint has not yet passed.
Hisense
UPC Proceedings
In February 2026, the Company and certain of its subsidiaries filed patent infringement claims in the Mannheim Local Divisional Court of the UPC against Hisense Group Co., Ltd. and certain of its subsidiaries (“Hisense”). The claims allege infringement of certain of the Company’s patents relating to video coding technologies. The Company is seeking, among other relief, injunctive relief to prevent further infringement of the asserted patents.
Germany Proceedings
In February 2026, the Company and certain of its subsidiaries filed patent infringement claims in the Munich Regional Court against Hisense. The claims allege infringement of certain of the Company’s patents relating to video coding technologies. The Company is seeking, among other relief, injunctive relief to prevent further infringement of the asserted patents. The Munich Court has scheduled a hearing for January 2027.
India Proceedings
In February 2026, the Company and certain of its subsidiaries filed patent infringement claims in the Delhi High Court against Hisense. The claims allege infringement of certain of the Company’s patents relating to video coding technologies. The Company is seeking, among other relief, injunctive relief to prevent further infringement of the asserted patents, damages, and a declaration that the Company is FRAND compliant and that Hisense is an unwilling licensee with respect to the FRAND claims.
Brazil Proceedings
In February 2026, the Company and certain of its subsidiaries filed a claim in the Regional Business Court of Rio de Janeiro against Hisense. The claim alleges infringement of certain of the Company’s patents relating to video coding technologies. The Company is seeking, among other relief, damages and injunctive relief to prevent further infringement of the asserted patents.
International Trade Commission and Companion District Court Proceedings
In February 2026, the Company and certain of its subsidiaries filed a companion patent infringement complaint against Hisense in the Federal District Court of the Northern District of Georgia. The claims allege infringement of certain of the Company’s patents relating to video coding technologies. The Company is seeking, among other relief, damages and injunctive relief to prevent further infringement of the asserted patents. The case is currently stayed pending resolution of the ITC case described below.
In February 2026, the Company and certain of its subsidiaries filed a complaint in the ITC alleging that Hisense (and TCL, as further described below) is engaged in unfair trade practices by selling for importation, importing, and selling after importation products that infringe six of the Company's patents. The products include certain video-capable electronic devices like smart TVs, monitor display devices, and components thereof that infringe certain claims of the asserted patents. As relief, the Company is seeking, among other relief, a limited exclusion order against Hisense barring from entry into the United States all of Hisense’s products that infringe the asserted patents and cease and desist orders prohibiting Hisense from importing, selling, offering for sale, marketing, advertising, and distributing, infringing products. The ITC has instituted the investigation.
Lenovo
In fourth quarter 2024, the Company reached an agreement with Lenovo Group Limited and certain of its subsidiaries (“Lenovo”) to enter into binding arbitration to determine the final terms of a new patent license agreement, which will be effective from January 1, 2024. In November 2024, the Company filed a request for arbitration with the International Chamber of Commerce. In March 2025, the International Chamber of Commerce confirmed the full tribunal for the arbitration. The Company anticipates that the arbitration hearing will occur before year end.
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Samsung
The Company reached an agreement with Samsung Electronics Co. Ltd. (“Samsung”) to enter into binding arbitration to determine the final terms of a renewed patent license agreement to certain of the Company’s patents, to be effective from January 1, 2023. In July 2025, a panel of International Chamber of Commerce arbitrators determined the royalties of the patent license between the Company and Samsung covering Samsung’s products other than digital televisions and computer display monitors, which have been licensed under a separate agreement. The panel set the total royalties at $1.05 billion for the eight-year patent license.
In December 2025, Samsung filed a request to the International Chamber of Commerce seeking to challenge the previously determined royalties.
TCL
UPC Proceedings
In February 2026, the Company and certain of its subsidiaries filed patent infringement claims in the Munich Local Divisional Court of the UPC against TCL Technology Group Corp. and certain of its subsidiaries (“TCL”). The claims allege infringement of certain of the Company’s patents relating to video coding technologies. The Company is seeking, among other relief, injunctive relief to prevent further infringement of the asserted patents.
Germany Proceedings
In February 2026, the Company and certain of its subsidiaries filed patent infringement claims in the Munich Regional Court against TCL. The claims allege infringement of certain of the Company’s patents relating to video coding technologies. The Company is seeking, among other relief, injunctive relief to prevent further infringement of the asserted patents. The Munich Court has scheduled a hearing for January 2027.
India Proceedings
In February 2026, the Company and certain of its subsidiaries filed patent infringement claims in the Delhi High Court against TCL. The claims allege infringement of certain of the Company’s patents relating to video coding technologies. The Company is seeking, among other relief, injunctive relief to prevent further infringement of the asserted patents, damages, and a declaration that the Company is FRAND compliant and that TCL is an unwilling licensee with respect to the FRAND claims.
Brazil Proceedings
In February 2026, the Company and certain of its subsidiaries filed a claim in the Regional Business Court of Rio de Janeiro against TCL. The claim alleges infringement of certain of the Company’s patents relating to video coding technologies. The Company is seeking, among other relief, damages and injunctive relief to prevent further infringement of the asserted patents. A hearing has been scheduled for July 2026.
International Trade Commission and Companion District Court Proceedings
In February 2026, the Company and certain of its subsidiaries filed a companion patent infringement complaint against TCL in the Federal District Court of the Eastern District of Texas. The claims allege infringement of certain of the Company’s patents relating to video coding technologies. The Company is seeking, among other relief, damages and injunctive relief to prevent further infringement of the asserted patents. The case is currently stayed pending resolution of the ITC case described below.
In February 2026, the Company and certain of its subsidiaries filed a complaint in the ITC, referenced above with respect to Hisense, alleging that TCL is engaged in unfair trade practices by selling for importation, importing, and selling after importation products that infringe six of the Company's patents. The products include certain video-capable electronic devices like smart TVs, monitor display devices, and components thereof that infringe certain claims of the asserted patents. As relief, the Company is seeking, among other relief, a limited exclusion order against TCL barring from entry into the United States all of TCL’s products that infringe the asserted patent and cease and desist orders prohibiting TCL from importing, selling, offering for sale, marketing, advertising, and distributing, infringing products. The ITC has instituted the investigation.
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Tesla
In December 2023, Tesla and certain of its subsidiaries filed a claim in the UK High Court against the Company and Avanci. The claim alleges invalidity of three of the Company’s patents relating to 5G standards: European Patent (UK) Nos. 3,718,369, 3,566,413, and 3,455,985. Tesla sought, among other relief, a declaration that the patents at issue are invalid, not essential, and not infringed, revocation of the patents at issue, a declaration that the terms of the Avanci 5G Connected Vehicle platform license are not FRAND, and a determination of FRAND terms for a license between Tesla and Avanci covering its Avanci’s 5G Connected Vehicle platform. In March 2024, the Company filed a jurisdiction challenge; the jurisdiction challenge was heard during May and June 2024, and in July 2024 the UK High Court issued a judgment dismissing Tesla’s FRAND claims against the Company and Avanci, and maintaining Tesla’s patent claims against the Company. The patent claims against the Company were further stayed by the UK High Court. An appeal hearing was held in December 2024, and the UK Court of Appeal upheld the lower court's decision and refused Tesla’s request for permission to appeal. Tesla filed an application for permission to appeal to the Supreme Court. In July 2025, the Supreme Court granted Tesla’s request for permission to appeal the issues of whether pool licenses are arguably required to be FRAND, whether all members of the Avanci 5G Platform must be joined to the case, and whether Tesla’s claim advances the possibility of a bilateral license from the Company. In September 2025, the Company filed an application for permission to cross-appeal. The Supreme Court heard the appeal in April 2026, and a decision is forthcoming.
Transsion
UPC Proceedings
In September 2025, the Company and certain of its subsidiaries filed patent infringement claims in the Munich Local Divisional Court of the UPC against Transsion Holdings Pvt Ltd and certain of its subsidiaries (“Transsion”). The claims allege infringement of certain of the Company’s patents relating to cellular SEP technologies and video coding technologies. The Company is seeking, among other relief, injunctive relief to prevent further infringement of the asserted patents. The Munich Court has scheduled a hearing for March 2027.
India Proceedings
In September and October 2025, the Company and certain of its subsidiaries filed patent infringement claims in the Delhi High Court against Transsion. The claims allege infringement of certain of the Company’s patents relating to cellular SEP technologies and video coding technologies. The Company is seeking, among other relief, injunctive relief to prevent further infringement of the asserted patents, damages, and a declaration that the Company is FRAND compliant and that Transsion is an unwilling licensee with respect to the FRAND claims.
Brazil Proceedings
In September 2025, the Company and certain of its subsidiaries filed a claim in the Regional Business Court of Rio de Janeiro against Transsion. The claim alleges infringement of certain of the Company’s patents relating to cellular SEP technologies. The Company is seeking, among other relief, damages and injunctive relief to prevent further infringement of the asserted patents. In March 2026, the Court issued a preliminary injunction enjoining Transsion from selling 5G-compliant devices in Brazil. Transsion has appealed this decision, and the appeal is pending.
OTHER
We are party to certain other disputes and legal actions in the ordinary course of business, including arbitrations and legal proceedings with licensees regarding the terms of their agreements and the negotiation thereof. We do not currently believe that these matters, even if adversely adjudicated or settled, would have a material adverse effect on our financial condition, results of operations or cash flows. None of the preceding matters have met the requirements for accrual or disclosure of a potential range as of March 31, 2026, except as noted above.
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7. INCOME TAXES
In the three months ended March 31, 2026 and 2025, the Company had an estimated effective tax rate of 5.6% and 12.6%, respectively. The change in effective tax rate is due to an increase in the amount of tax benefits related to share-based compensation. During the three months ended March 31, 2026 and 2025, the Company recorded discrete net benefits of $10.4 million and $3.9 million, respectively, primarily related to share-based compensation.
The One Big Beautiful Bill Act (the “OBBBA”) was signed into law on July 4th, 2025. The OBBBA contains significant tax law changes with various effective dates affecting business taxpayers. The tax law changes affecting the Company primarily involve changes to the timing and amount of certain tax deductions, including those related to FDII, GILTI, depreciation, R&D expenditures, and interest expense. This bill did not have a material impact on our financial statements in first quarter 2026.
The effective tax rate reported in any given year will continue to be influenced by a variety of factors, including timing differences between the recognition of book and tax revenue, the level of pre-tax income or loss, the foreign vs. domestic classification of the Company’s customers, and any discrete items that may occur.
During the three months ended March 31, 2026 and 2025, the Company paid approximately $3.1 million and $3.2 million, respectively, in foreign source creditable withholding tax.
8. NET INCOME PER SHARE
Basic Earnings Per Share ("EPS") is calculated by dividing net income or loss available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if options or other securities with features that could result in the issuance of common stock were exercised or converted to common stock or resulting from the unvested outstanding restricted stock units ("RSUs"). The following tables reconcile the numerator and the denominator of the basic and diluted net income per share computation (in thousands, except for per share data):
Three Months Ended March 31,
20262025
Net income
$75,329 $115,602 
Weighted-average shares outstanding:
Basic25,721 25,741 
Dilutive effect of stock options and RSUs
1,039 1,275 
Dilutive effect of warrants
4,124 2,819 
Dilutive effect of convertible securities
4,396 3,670 
Diluted35,280 33,505 
Earnings per share:
Basic$2.93 $4.49 
Dilutive effect of stock options and RSUs
(0.09)(0.17)
Dilutive effect of warrants
(0.34)(0.38)
Dilutive effect of convertible securities
(0.36)(0.49)
Diluted$2.14 $3.45 
Shares of common stock issuable upon the exercise or conversion of certain securities have been excluded from our computation of EPS because the strike price or conversion rate, as applicable, of such securities was greater than the average market price of our common stock and, as a result, the effect of such exercise or conversion would have been anti-dilutive. Set forth below are the securities and the weighted average number of shares of common stock underlying such securities that were excluded from our computation of EPS for the periods presented (in thousands):
Three Months Ended March 31,
20262025
Warrants1,858 3,136 
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Convertible Notes and Warrants
Refer to Note 5, "Obligations," for information about the Company's convertible notes and warrants and related conversion and strike prices. During periods in which the average market price of the Company's common stock is above the applicable conversion price of the Company's convertible notes, or above the strike price of the Company's outstanding warrants, the impact of conversion or exercise, as applicable, would be dilutive and such dilutive effect is reflected in diluted EPS. As a result, in periods where the average market price of the Company's common stock is above the conversion price or strike price, as applicable, under the if-converted method, the Company calculates the number of shares issuable under the terms of the convertible notes and the warrants based on the average market price of the stock during the period, and includes that number in the total diluted shares outstanding for the period.
9. SEGMENT PERFORMANCE MEASURES AND EXPENSES
Our Chief Executive Officer, who is our chief operating decision maker (“CODM”), assesses company-wide performance and allocates resources based on consolidated financial information. Consequently, we view the entire organization as one reportable segment and the strategic purpose of all operating activities is to support that one segment. Our CODM evaluates company-wide performance based on multiple performance measures, including, but not limited to, net income. Our CODM does not generally evaluate our performance using asset or historical cash flow information.
The table below provides the calculation of net income, which is the performance measure that is most consistent with GAAP, and the significant operating expenses included in this performance measure (in thousands):

 Three months ended March 31,
 20262025
Revenue$205,416 $210,507 
Less:
Departmental expenses (a)
48,605 41,337 
Depreciation and amortization19,208 18,213 
Intellectual property enforcement
17,505 6,978 
Share-based compensation10,339 9,498 
Revenue share costs27,498 2,649 
Other non-operating expense (income), net (b)
2,467 (387)
Income tax provision4,465 16,617 
Net income$75,329 $115,602 
(a) Includes personnel costs, consulting costs, outside services, administrative costs, and other operating expenses.
(b) Includes interest income, interest expense, and other non-operating income and expenses.

10. OTHER INCOME, NET
The amounts included in "Other income, net" in the condensed consolidated statements of income for the three months ended March 31, 2026 and 2025 were as follows (in thousands):
Three Months Ended March 31,
20262025
Interest and investment income$10,529 $9,264 
Other(3,929)994 
Other income, net$6,600 $10,258 

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
OVERVIEW
The following discussion should be read in conjunction with the unaudited, condensed consolidated financial statements and notes thereto contained in Part I, Item 1 of this Quarterly Report on Form 10-Q, in addition to our 2025 Form 10-K, other reports filed with the SEC and the Statement Pursuant to the Private Securities Litigation Reform Act of 1995 — Forward-Looking Statements below.
Throughout the following discussion and elsewhere in this Quarterly Report on Form 10-Q, we refer to “catch-up revenue.” For variable and dynamic fixed-fee license agreements, “catch-up revenue” primarily represents revenue associated with reporting periods prior to the execution of the license agreement.
New Agreements
During first quarter 2026, we entered into six patent license agreements, including agreements with Xiaomi, LG Electronics, Sony, Buffalo Americas, Inc., and Metz.
The agreement with Xiaomi has a term of five years and covers Xiaomi's cellular products, including its smartphones and other cellular-enabled devices, under InterDigital's standard essential cellular, WiFi, and HEVC patents.
The agreement with LG Electronics (the "LG TV agreement") licenses LG’s digital TVs and computer display monitors under InterDigital´s joint licensing program with Sony and includes licenses to technologies including ATSC 3.0, Wi-Fi and video codecs.
The agreement with Sony covers all of Sony’s end user devices under InterDigital's global patent portfolio, including InterDigital's standard essential cellular, Wi-Fi, and video patents.
Injunction Awards
During first quarter 2026, we were awarded injunctions in our intellectual property enforcement actions against Disney and Transsion. In Germany, the Munich Regional Court granted an injunction relating to Disney’s infringement of an InterDigital patent related to HEVC compression technology, representing the fifth injunction we have obtained in proceedings involving Disney. In Brazil, the Third Regional Business Court of Rio de Janeiro granted a preliminary injunction relating to Transsion’s infringement of two InterDigital 5G patents and found that our licensing offer was fair, reasonable, and non-discriminatory (FRAND).
For more information on these proceedings, see Note 6, “Litigation and Legal Proceedings,” to the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Notes, Hedge, and Warrant Transactions
During first quarter 2026, the 2027 Notes had a dilutive impact of 4.4 million shares, which are offset from an economic standpoint by the 2027 Note Hedge Transactions and would result in no incremental outstanding shares after conversion. However, under Generally Accepted Accounting Principles in the United States ("GAAP"), we are required to exclude the impact of the shares received from the 2027 Note Hedge Transactions counterparties from the calculation of weighted-average diluted shares outstanding.
During the period from January 1, 2024 through June 30, 2026, holders of the 2027 Notes have the right, but not the obligation, to convert any portion of the principal amount of the 2027 Notes. In December 2025, holders elected to convert $80.0 million principal amount of the 2027 Notes, which was settled in the first quarter of 2026. We paid the $80.0 million principal amount in cash and issued 0.8 million shares to settle the conversion spread. These shares issued were offset by 0.8 million shares received upon partial settlement of the 2027 Note Hedge Transactions, resulting in no incremental outstanding shares resulting from the conversion.
As of March 31, 2026, 6.0 million warrants remain outstanding related to the 2027 Warrant Transactions at a weighted-average strike price of $105.55 per share, subject to adjustment, which mature on a net-share basis beginning September 2027 through April 2028. Refer to "Financial Position, Liquidity, and Capital Resources — Convertible Notes" for further information regarding how changes in our stock price would affect the number of shares issuable related to the 2027 Warrant Transactions. For example, if the share price were $350, we would issue 4.2 million shares of common stock related to the 2027 Warrant Transactions.
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Return of Capital
In March 2026, we announced a regular quarterly cash dividend of $0.70 per share, which is a 17% increase compared to the dividend declared in first quarter 2025. During first quarter 2026, we returned $26.3 million to shareholders, including $18.1 million, or $0.70 per share, of cash dividends declared and $8.2 million through the repurchase of shares of common stock. We also reduced our debt by $88.0 million, including the $80.0 million principle payment on the conversion of the 2027 Notes.
As of April 30, 2026, there was $108.0 million remaining under the share repurchase authorization, which we plan to utilize to periodically repurchase additional common shares. See Part II, Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds—Issuer Purchases of Equity Securities of this Quarterly Report on Form 10-Q.
Cash & Short-term Investments
As of March 31, 2026, we had $1.1 billion of cash, restricted cash, and short-term investments and approximately $1.7 billion of cash payments due under contracted fixed price agreements, which includes our conservative estimates of the minimum cash receipts that we expect to receive under the Lenovo arbitration.
94% of our first quarter 2026 revenue came from fixed-fee agreements. Such agreements often have prescribed payment schedules that are uneven and sometimes front-loaded, resulting in timing differences between when we collect the cash payments and recognize the related revenue.
The following table reconciles the timing differences between cash receipts and recognized revenue during the three months ended March 31, 2026 and 2025, including the resulting operating cash flow (in thousands):
Three Months Ended March 31,
Cash vs. Non-cash revenue:20262025
Fixed fee cash receipts (a)
$134,830 $22,579 
Other cash receipts (b)
7,044 24,251 
Change in deferred revenue(85,861)38,750 
Change in receivables138,511 115,966 
Other10,892 8,961 
Total Revenue$205,416 $210,507 
Net cash provided by (used in) operating activities
$16,081 $(19,989)
(a) Fixed fee cash receipts are comprised of cash receipts from Dynamic Fixed-Fee Agreement royalties, including the associated catch-up revenue.
(b) Other cash receipts are primarily comprised of cash receipts related to our variable patent royalty revenue and catch-up revenue.
When we collect payments on a front-loaded basis, we recognize a deferred revenue liability equal to the cash received and accounts receivable recorded which relate to revenue expected to be recognized in future periods. That liability is then reduced as we recognize revenue over the balance of the agreement. The following table shows the projected amortization of our current and long-term deferred revenue as of March 31, 2026 (in thousands):
Deferred Revenue
Remainder of 2026$204,073 
2027204,883 
20289,033 
20291,206 
20301,270 
Thereafter— 
Total Revenue$420,465 
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Revenue
First quarter 2026 revenue of $205.4 million includes $63.6 million of catch-up revenue, while first quarter 2025 revenue of $210.5 million includes $84.8 million of catch-up revenue. The $5.1 million decrease in total revenue was driven by lower catch-up revenue, partially offset by recurring revenue recognized from thirteen patent license agreements signed since first quarter 2025. In first quarter 2026, revenue (in descending order) from LG, Apple, and Samsung each comprised 10% or more of our consolidated revenue. Refer to "Results of Operations — First Quarter 2026 Compared to First Quarter 2025" for further discussion of our 2026 revenue.
Impact of Macroeconomic and Geopolitical Factors
We have been actively monitoring the impact of the current macroeconomic environment in the U.S. and globally characterized by market volatility, inflation, supply chain issues, high interest rates, tariffs and other potential trade-related sanctions, and the potential for a recession. These market factors, as well as the impacts of global conflicts, have not had a material impact on our business to date. However, if these conditions continue or worsen, they could have an adverse effect on our operating results and our financial condition.
Comparability of Financial Results
When comparing first quarter 2026 financial results against other periods, the following items should be taken into consideration:
Revenue
Our first quarter 2026 revenue includes $63.6 million of catch-up revenue primarily related to the new patent license agreements with LG and Sony signed in first quarter 2026.
Operating Expenses
During first quarter 2026, we incurred $26.3 million of nonrecurring revenue share costs associated with the catch-up revenue recognized in the period.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our significant accounting policies are described in Note 2, "Summary of Significant Accounting Policies and New Accounting Guidance", in the notes to condensed consolidated financial statements included in our 2025 Form 10-K. A discussion of our critical accounting policies, and the estimates related to them, are included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Form 10-K. There have been no material changes to our existing critical accounting policies from the disclosures included in our 2025 Form 10-K. Refer to Note 1, “Basis of Presentation,” in the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for updates related to new accounting pronouncements and changes in accounting policies.
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity are cash, cash equivalents, and short-term investments, as well as cash generated from operations. We believe we have the ability to obtain additional liquidity through debt and equity financings. From time to time, we may engage in a variety of transactions to augment our liquidity position as our business dictates and to take advantage of favorable interest rate environments or other market conditions, including the incurrence or issuance of debt and the refinancing or restructuring of existing debt. Based on our past performance and current expectations, we believe our available sources of funds, including cash, cash equivalents, short-term investments, and cash generated from our operations, will be sufficient to finance our operations, capital requirements, debt obligations, existing stock repurchase program, dividend program, and other contractual obligations discussed below in both the short-term over the next twelve months, and the long-term beyond twelve months.
Cash, cash equivalents, restricted cash, and short-term investments
As of March 31, 2026 and December 31, 2025, we had the following amounts of cash and cash equivalents, restricted cash, and short-term investments (in thousands):
March 31, 2026December 31, 2025
Increase / (Decrease)
Cash and cash equivalents$607,599 $738,960 $(131,361)
Restricted cash included within prepaid and other current assets9,991 15,308 (5,317)
Short-term investments474,260 504,200 (29,940)
Total cash, cash equivalents, restricted cash, and short-term investments
$1,091,850 $1,258,468 $(166,618)
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The net decrease in cash, cash equivalents, restricted cash, and short-term investments was attributable to cash used in financing activities of $169.2 million and cash used in investing activities of $13.4 million, excluding sales and purchases of short-term investments, partially offset by cash provided by operating activities of $16.1 million. Refer to the sections below for further discussion of these items.
Cash flows provided by (used in) operating activities
Cash flows provided by (used in) operating activities in the first quarter 2026 and 2025 (in thousands) were as follows:
Three Months Ended March 31,
20262025Change
Net cash provided by (used in) operating activities
$16,081 $(19,989)$36,070 
Our cash flows provided by (used in) operating activities are principally derived from cash receipts from patent license agreements, offset by cash operating expenses and income tax payments. The $36.1 million change in cash provided by (used in) operating activities was primarily driven by higher cash receipts due to the timing of receipts under new and existing agreements and was partially offset by higher cash operating expenses, including increased revenue share and intellectual property enforcement costs. The table below sets forth the significant items comprising our cash flows provided by (used in) operating activities during the three months ended March 31, 2026 and 2025 (in thousands):
Three Months Ended March 31,
 20262025Change
Total Cash Receipts$141,874 $46,830 $95,044 
Cash Outflows:
Cash operating expenses a
(93,608)(50,964)(42,644)
Income taxes paid b
(6,462)(10,204)3,742 
Total cash outflows(100,070)(61,168)(38,902)
Other working capital adjustments(25,723)(5,651)(20,072)
Cash flows provided by (used in) operating activities
$16,081 $(19,989)$36,070 
______________________________
(a) Cash operating expenses include operating expenses less depreciation and disposals of fixed assets, amortization of patents, and non-cash compensation. Amount includes revenue share costs of $27.5 million and $2.6 million in first quarter 2026 and 2025, respectively.
(b) Income taxes paid include foreign withholding taxes.
Cash flows from investing and financing activities
Net cash provided by investing activities for first quarter 2026 was $16.4 million, a $43.1 million change from $59.5 million in first quarter 2025. During first quarter 2026, we sold $29.8 million of short-term marketable securities, net of purchases, and capitalized $15.1 million of patent costs and property and equipment purchases. During first quarter 2025, we sold $86.2 million of short-term marketable securities, net of purchases, and capitalized $26.7 million of patent costs and property and equipment purchases.
Net cash used in financing activities for first quarter 2026 was $169.2 million, a change of $126.2 million from $43.0 million in first quarter 2025. This change was primarily attributable to an $80.0 million payment related to the partial conversion of the 2027 Notes in first quarter 2026. The change also reflects higher cash outflows in 2026, including a $22.8 million increase in taxes withheld on restricted stock unit vestings due to a higher share price at vesting and a $6.4 million increase in dividends paid following the increases in the declared dividend from $0.45 to $0.70. In addition, during first quarter 2025, we received $7.3 million due to the exercise of stock options.
Other
Our combined short-term and long-term deferred revenue balance as of March 31, 2026 was approximately $420.5 million, a net increase of $90.9 million from December 31, 2025. This increase in deferred revenue was primarily due to cash receipts on new and existing patent license agreements, partially offset by amortization of deferred revenue recognized in the period.
Based on current license agreements, we expect the amortization of dynamic fixed-fee royalty payments to reduce the March 31, 2026 deferred revenue balance of $420.5 million by $261.1 million over the next twelve months.
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Convertible Notes
See Note 5, “Obligations” to the Notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for definitions of capitalized terms below.
From January 1, 2024 through June 30, 2026, the holders of the 2027 Notes have the right, but not the obligation, to convert any portion of the principal amount of the 2027 Notes.
Our 2027 Notes are included in the diluted earnings per share ("diluted EPS") calculation using the if-converted method in accordance with GAAP. Under the if-converted method, we assume that conversion of convertible securities occurs at the beginning of the reporting period. The 2027 Notes are convertible into cash up to the aggregate principal amount of the 2027 Notes to be converted and any value in excess of the principal amount ("the conversion spread") may be settled in cash, shares of the Company’s common stock, or a combination thereof. As the principal amount is required to be paid in cash and only the conversion spread may result in shares being issued, we only include the net number of incremental shares that would be issued upon conversion. We calculate the number of shares of our common stock issuable under the terms of the 2027 Notes based on the average market price of our common stock during the applicable reporting period and include that number in the weighted‑average diluted shares outstanding for the period.
At the time we issued the 2027 Notes, we entered into the 2027 Call Spread Transactions that together were designed to have the economic effect of reducing potential dilution upon conversion of the 2027 Notes by, in effect, increasing the conversion price of the 2027 Notes on an economic basis. However, under GAAP, since the impact of the 2027 Note Hedge Transactions is anti-dilutive, we exclude from the calculation of diluted EPS the shares of our common stock that we would receive from the counterparties upon settlement of the 2027 Note Hedge Transactions.
During periods in which the average market price of our common stock is above the applicable conversion price of the 2027 Notes (initial conversion price of approximately $77.49 per share), or above the strike price of the warrants (weighted average strike price of $105.55 per share), the impact of conversion of the 2027 Notes or exercise of the warrants, as applicable, would be dilutive and such dilutive effect is reflected in diluted earnings per share. In those periods, we calculate the incremental shares associated with the 2027 Notes (under the if‑converted method) or the warrants based on the average market price of our common stock during the period and include those incremental shares in weighted‑average diluted shares outstanding.
Under the if-converted method, changes in the price per share of our common stock can have a significant impact on the number of shares that we must include in the diluted EPS calculation. As described in Note 5, "Obligations" in the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, the 2027 Notes are convertible into cash up to the aggregate principal amount of 2027 Notes to be converted and any remaining obligations may be settled in cash, shares of the Company’s common stock or a combination thereof ("net share settlement"). Assuming net share settlement upon conversion, the following table illustrates how changes in our stock price would affect the shares issuable under the 2027 Notes and related warrant transactions, the incremental shares included in diluted EPS under the if‑converted method (“Total Incremental Shares”), the shares deliverable to us under the 2027 Note Hedge Transactions, and the resulting net incremental shares, based on $380.0 million aggregate principal amount outstanding and approximately 6.0 million related warrants as of March 31, 2026 (in thousands):
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2027 Notes
Market Price
Per Share
Shares Issuable Upon Conversion of the 2027 NotesShares Issuable Upon Exercise of the 2027 Warrant TransactionsTotal If-Converted Method Incremental Shares
Shares Deliverable to InterDigital Upon Settlement of the 2027 Note Hedge Transactions
Incremental Shares Issuable (a)
$1051,3221,322(1,322)
$1251,9019312,832(1,901)931
$1502,4081,7734,181(2,408)1,773
$1752,7702,3745,144(2,770)2,374
$2003,0412,8255,866(3,041)2,825
$2253,2523,1766,428(3,252)3,176
$2503,4213,4566,877(3,421)3,456
$2753,5593,6867,245(3,559)3,686
$3003,6753,8777,552(3,675)3,877
$3253,7724,0397,811(3,772)4,039
$3503,8564,1788,034(3,856)4,178
$3753,9284,2988,226(3,928)4,298
$4003,9914,4038,394(3,991)4,403
$4254,0474,4968,543(4,047)4,496
$4504,0974,5798,676(4,097)4,579
$4754,1414,6538,794(4,141)4,653
$5004,1814,7198,900(4,181)4,719
______________________________
(a) Represents incremental shares issuable upon concurrent conversion of convertible notes, exercise of warrants and settlement of the hedge agreements.
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RESULTS OF OPERATIONS
First Quarter 2026 Compared to First Quarter 2025
Revenue
The following table compares first quarter 2026 revenue to first quarter 2025 revenue (in thousands):
Three Months Ended March 31,
 20262025Increase/(Decrease)
Smartphone$123,391 $183,991 $(60,600)(33)%
CE, IoT/Auto81,891 26,267 55,624 212 %
Other134 249 (115)(46)%
Total Revenue$205,416 $210,507 $(5,091)(2)%
Catch-up revenue(a), included above
$63,623 $84,785 $(21,162)(25)%
(a)    Catch-up revenue represents revenue associated with reporting periods prior to the execution of the license agreement.
Total revenue of $205.4 million was relatively flat compared to first quarter 2025, decreasing slightly primarily due to lower catch-up revenue recognized from the LG TV and Sony agreements in first quarter 2026, as compared to catch-up revenue from vivo Mobile in first quarter 2025, and the expiration of the Samsung TV agreement. This decrease was partially offset by new revenue from the Samsung arbitration decision and from thirteen new patent license agreements signed in the last twelve months.
In first quarter 2026 and 2025, 61% and 71%, respectively, of our total revenue was attributable to licensees that individually accounted for 10% or more of our total revenue. In first quarter 2026 and 2025, the following licensees accounted for 10% or more of our total revenue:
Three Months Ended March 31,
 20262025
Customer A
29%<10%
Customer B
16%16%
Customer C
16%12%
Customer D<10%43%
Operating Expenses
The following table summarizes the changes in operating expenses between first quarter 2026 and first quarter 2025 by category (in thousands):
Three Months Ended March 31,
 20262025Increase/(Decrease)
Research and portfolio development$55,835 $47,430 $8,405 18%
Licensing52,119 17,677 34,442 195 %
General and administrative15,201 13,568 1,633 12%
Total operating expenses
$123,155 $78,675 $44,480 57 %
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Operating expenses increased to $123.2 million in first quarter 2026 compared to $78.7 million in first quarter 2025. The $44.5 million increase in total operating expenses was primarily due to changes in the following items (in thousands):
 Increase/(Decrease)
Revenue share$24,849 
Intellectual property enforcement, net10,527 
Personnel-related costs
4,284 
Other4,820 
Total increase in operating expenses
$44,480 
The $44.5 million increase in operating expenses was driven by a $24.8 million increase in revenue share costs, primarily related to the catch-up revenue recognized on the LG TV agreement signed in first quarter 2026, and a $10.5 million increase in intellectual property enforcement costs related to the Disney, Amazon, and Transsion proceedings. These enforcement costs are expected to continue through 2026 and could increase as these and other matters progress. In addition, personnel-related costs increased $4.3 million primarily due to higher wages and employer-paid payroll taxes.
Research and portfolio development expense: Research and portfolio development expense increased compared to first quarter 2025 primarily due to the above noted increase in personnel-related costs.
Licensing expense: Licensing expense increased compared to first quarter 2025 primarily due to the above noted changes in revenue share and intellectual property enforcement costs.
General and administrative expense: General and administrative expense increased compared to first quarter 2025 primarily due to the above noted increase in personnel-related costs.
Non-Operating Income (expense), net
The following table compares first quarter 2026 non-operating expense, net to first quarter 2025 non-operating income, net (in thousands):
Three Months Ended March 31,
20262025Increase/(Decrease)
Interest expense$(9,067)$(9,871)$804 8%
Interest and investment income10,529 9,264 1,265 14%
Other (expense) income, net
(3,929)994 (4,923)(495)%
Total non-operating (expense) income, net
$(2,467)$387 $(2,854)(737)%
The change in non-operating (expense) income, net was primarily due to a foreign currency translation net loss arising from translation of our foreign subsidiaries of $2.9 million in first quarter 2026, compared to a $2.2 million net gain in first quarter 2025.
Income taxes
In first quarter 2026 and 2025, based on the statutory federal tax rate net of discrete federal and state taxes, we had an effective tax rate of 5.6% and 12.6%, respectively. The change in effective tax rate was primarily due to an increase in the amount of tax benefits related to share-based compensation.
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STATEMENT PURSUANT TO THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 — FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include certain information regarding our current beliefs, plans and expectations, including, without limitation, the matters set forth below. Words such as "believe," “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “forecast,” "goal," "could," "would," "should," "if," "may," "might," "future," "target," "trend," "seek to," "will continue," "predict," "likely," "in the event," and variations of any such words or similar expressions contained herein are intended to identify such forward-looking statements. Forward-looking statements are made on the basis of management’s current views and assumptions and are not guarantees of future performance. Although the forward-looking statements in this Quarterly Report on Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements concerning our business, results of operations and financial condition are inherently subject to risks and uncertainties. These risks and uncertainties include, but are not limited to, the risks and uncertainties described in Part I, Item 1A of our 2025 Form 10-K and the risks and uncertainties set forth below:
unanticipated delays or difficulties in the execution of patent license agreements on acceptable terms or at all;
our ability to expand our revenue opportunities by entering into licensing arrangements with streaming and cloud-based service providers;
the initiation of new legal proceedings or the resolution of ongoing legal proceedings, including any awards or judgments relating to such proceedings, and changes in the schedules or costs associated therewith;
our ability to successfully integrate Deep Render and to recognize the anticipated benefits of the transaction;
our ability to maintain a strong patent portfolio and make strategic decisions related to our intellectual property protection;
the failure of markets for our technologies to materialize to the extent that we expect;
our continued ability to develop new technologies;
changes in our interpretations of, and assumptions and calculations with respect to the impact on us of, the One Big Beautiful Bill Act, the 2017 Tax Cuts and Jobs Act and other U.S. and non-U.S. tax laws;
the timing and impact of potential regulatory, administrative and legislative matters;
the potential effects of macroeconomic conditions or global conflicts;
our ability to hire and retain key personnel;
operational risks, including cybersecurity events, human failures or other difficulties with our information technology systems; and
risks related to any new accounting standards or our assumptions and application of relevant accounting standards, including with respect to revenue recognition.
You should carefully consider these factors before making any investment decision with respect to our common stock. These factors, individually or in the aggregate, may cause our actual results to differ materially from our expected and historical results. You should understand that it is not possible to predict or identify all such factors. In addition, you should not place undue reliance on the forward-looking statements contained herein, which are made only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to revise or update publicly any forward-looking statement for any reason, except as otherwise required by law.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There have been no material changes in quantitative and qualitative market risk from the disclosures included in our 2025 Form 10-K.

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Item 4. CONTROLS AND PROCEDURES.
The Company’s principal executive officer and principal financial officer, with the assistance of other members of management, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2026, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

See Note 6, “Litigation and Legal Proceedings,” to the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a description of legal proceedings, which is incorporated herein by reference.

Item 1A. RISK FACTORS.
Reference is made to Part I, Item 1A, “Risk Factors” included in our 2025 Form 10-K for information concerning risk factors, which should be read in conjunction with the factors set forth in the Statement Pursuant to the Private Securities Litigation Reform Act of 1995 -- Forward-Looking Statements in Part I, Item 2 of this Quarterly Report on Form 10-Q. Except as set forth below, there have been no material changes with respect to the risk factors disclosed in our 2025 Form 10-K. You should carefully consider such factors, which could materially affect our business, financial condition or future results. The risks described in the 2025 Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Issuer Purchases of Equity Securities
The following table provides information regarding the Company’s purchases of its common shares during first quarter 2026.
PeriodTotal Number of Shares Purchased (1)Average Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs (3)
January 1, 2026 - January 31, 2026— $— — $127,214,100 
February 1, 2026 - February 28, 2026— $— — $127,214,100 
March 1, 2026 - March 31, 202624,000 $340.19 24,000 $119,048,708 
Total24,000 $340.19 24,000 
(1) Total number of shares purchased during each period reflects share purchase transactions that were completed (i.e., settled) during the period indicated.
(2) Shares were purchased pursuant to the Company’s share repurchase program (the “Share Repurchase Program”), $300 million of which was authorized by the Company’s Board of Directors in June 2014, with an additional $100 million authorized by the Company’s Board of Directors in each of June 2015, September 2017, December 2018, May 2019, and May 2022, respectively, an additional $333 million in December 2022, and an additional $235 million in December 2023. The Share Repurchase Program has no expiration date.
(3) Amounts shown in this column reflect the amounts remaining under the Share Repurchase Program at the end of the period.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. MINE SAFETY DISCLOSURES.
Not applicable.
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Item 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements

During first quarter 2026, the following Section 16 officers adopted, modified or terminated “Rule 10b5-1 trading arrangements”, as such term is defined in Item 408(a) of Regulation S-K:

ActionDateTrading Arrangement
Maximum Shares to be Sold
Expiration Date
Rule 10b5-1Non-Rule 10b5-1
John D. Markley, Jr.TerminateMarch 11, 2026X1,100November 6, 2026
John D. Markley, Jr.AdoptMarch 11, 2026X2,400March 31, 2027
Julia MattisAdoptMarch 4, 2026X1,600March 4, 2027
Item 6. EXHIBITS.
The following is a list of exhibits filed with this Quarterly Report on Form 10-Q:
Exhibit
Number
 Exhibit Description
10.1
10.2
10.3
10.4
10.5
31.1
31.2
32.1+
32.2+
101.INSInline Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline Schema Document
101.CALInline Calculation Linkbase Document
101.DEFInline Definition Linkbase Document
101.LABInline Labels Linkbase Document
101.PREInline Presentation Linkbase Document
104Inline Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
______________________________
+This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or Securities Exchange Act, except to the extent that InterDigital, Inc. specifically incorporates it by reference.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 INTERDIGITAL, INC. 
Date: April 30, 2026/s/ LIREN CHEN 
 
Liren Chen
 
 
President and Chief Executive Officer 
 
 
Date: April 30, 2026/s/ RICHARD J. BREZSKI   
 
Richard J. Brezski 
 
 Chief Financial Officer 

34
EXHIBIT 10.1
InterDigital, Inc.
Amended and Restated Executive Severance and Change in Control Policy
This Amended and Restated Executive Severance and Change in Control Policy (the “Policy”) is designed to provide certain protections to a select group of key employees of InterDigital, Inc. (“InterDigital” or the “Company”) or any of its subsidiaries in connection with a change in control of InterDigital or if in connection with the involuntary termination of their employment under the circumstances described in this Policy. The Policy is designed to be an “employee welfare benefit plan” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), and this document is both the formal plan document and the required summary plan description for the Policy.
Effective Date: The effective date of this Amended and Restated Executive Severance and Change in Control Policy is March 13, 2026.
Term: This Amended and Restated Executive Severance and Change in Control Policy will have an initial term of one year commencing on the Effective Date (the “Initial Term”). On the first anniversary of the Effective Date and each anniversary thereafter, this Policy will renew automatically for additional one year terms (each an “Additional Term” and the then-current Initial Term or an Additional Term, as applicable, the “Term”), unless the Company provides each Eligible Employee written notice of non-renewal at least 30 days prior to the date of automatic renewal (such period of time, the “Renewal Deadline”). Notwithstanding the foregoing provisions, if (a) a Change in Control occurs when there are fewer than 12 months remaining during the Initial Term or an Additional Term, the term of this Policy will extend automatically through the date that is 12 months following the effective date of the Change in Control, or (b) if an initial occurrence of an act or omission by the Company constituting the grounds for Good Reason (as defined below) has occurred (the “Initial Grounds”), and the expiration date of the Cure Period (as defined below) with respect to such Initial Grounds could occur following the expiration of the Initial Term or an Additional Term, then the term of this Policy with respect to an Eligible Employee with Initial Grounds will extend automatically through the date that is 30 days following the expiration of such cure period, but such extension of the term shall only apply with respect to the Initial Grounds. If an Eligible Employee becomes entitled to benefits under this Policy during the term of this Policy, the Policy will not terminate until all of the obligations of the parties hereto with respect to this Policy have been satisfied. For clarity, an election by the Company not to renew this Policy for an Additional Term will not be deemed to be a termination of an Eligible Employee’s employment without Cause or grounds for a resignation for Good Reason and, accordingly, Eligible Employee will not be eligible for severance benefits set forth herein.
Eligible Employee: An individual is only eligible for protection under this Policy if he or she is an Eligible Employee and complies with its terms (including any terms in the employee’s Participation Agreement (as defined below)). To be an “Eligible Employee,” an employee must (a) have been designated by the Human Capital Committee of the Board (the “Human Capital Committee”) as eligible to participate in the Policy, (b) have executed on or before the date specified in writing by the Company, both (i) a participation agreement in the form attached hereto as Exhibit A (a “Participation Agreement”) and (ii) InterDigital’s Executive Mutual Agreement for Individual Arbitration in the form attached hereto as Exhibit B. For purposes of clarity, Eligible Employees prior to the Effective Date of this Amended and Restated Executive Severance and Change in Control Policy are no longer Eligible Employees unless they meet all of the requirements set forth above.

Rev. 03/12/2026    


Policy Benefits: An Eligible Employee will be eligible to receive the payments and benefits set forth in this Policy and his or her Participation Agreement if his or her employment with the Company or any of its subsidiaries terminates as a result of a Qualified Termination. The amount and terms of any Equity Vesting, Salary Severance, Bonus Severance, COBRA Payment, and Outplacement Services that an Eligible Employee may receive on his or her Qualified Termination will depend on whether his or her Qualified Termination is a COC Qualified Termination or a Non-COC Qualified Termination. All benefits under this Policy payable on a Qualified Termination will be subject to the Eligible Employee’s compliance with the Release Requirement and any timing modifications required to avoid adverse taxation under Section 409A.
Equity Vesting: An Eligible Employee’s acceleration of vesting of Company equity awards upon a Qualified Termination or otherwise will continue to be governed by the Eligible Employee’s equity award agreements (each such agreement, an “Equity Award Agreement”) under the applicable Company equity incentive plan (each, a “Plan”).
Salary Severance: On a Qualified Termination, an Eligible Employee will be eligible to receive salary severance payment(s) equal to the applicable percentage (set forth in his or her Participation Agreement) of his or her Base Salary (“Salary Severance”). The Eligible Employee’s salary severance payment(s) will be paid in cash at the time(s) specified in his or her Participation Agreement.
Bonus Severance: On a Qualified Termination, an Eligible Employee will be eligible to receive bonus severance payment(s) with respect to any annual bonus set forth in his or her Participation Agreement in the applicable percentage set forth in his or her Participation Agreement (“Bonus Severance”). The Eligible Employee’s Bonus Severance payment(s) will be paid in cash at the time(s) specified in his or her Participation Agreement.
COBRA Payment: Upon a Qualified Termination, the Company will either (i) pay, on behalf of Eligible Employee, the cost of COBRA continuation coverage for the Eligible Employee and any eligible dependents there were covered under the Company’s health care plans immediately prior to the date of his or her Qualified Termination for the applicable period set forth in the Eligible Employees’ Participation Agreement or (ii) pay the Eligible Employee a lump-sum cash payment equal to 1.5 times of the cost of COBRA continuation coverage for the Eligible Employee and any eligible dependents that were covered under the Company’s health care plans immediately prior to the date of his or her eligible Qualified Termination through the end of the applicable period set forth in the Eligible Employee’s Participation Agreement.
Outplacement Services: On a Qualified Termination, an Eligible Employee will be eligible to receive reasonable outplacement services in accordance with any applicable Company policy in effect as of the Qualified Termination (or if no such policy is in effect, as determined by the Company, in its sole discretion, provided that such outplacement services are provided by qualified consultants selected by the Company, at the Company’s expense, in an amount not to exceed $10,000) (“Outplacement Services”).
Death of Eligible Employee: If the Eligible Employee dies before all payments or benefits he or she is entitled to receive under this Policy have been paid, such unpaid amounts will be paid to his or her designated beneficiary, if living, or otherwise to his or her personal representative in a lump-sum payment as soon as possible following his or her death.

    2


Recoupment: If the Company discovers after the Eligible Employee’s receipt of payments or benefits under this Policy that grounds for the termination of the Eligible Employee’s employment for Cause existed, then the Eligible Employee will not receive any further payments or benefits under this Policy and, to the extent permitted under applicable laws, will be required to repay to the Company any payments or benefits he or she received under the Policy (or any financial gain derived from such payments or benefits).
Release: The Eligible Employee’s receipt of any severance payments or benefits upon his or her Qualified Termination under this Policy is subject to (i) the Eligible Employee’s continued compliance with the terms of his or her Nondisclosure and Assignment of Ideas Agreement (the “Covenants Agreement”), and (ii) the Eligible Employee signing and not revoking the Company’s then-standard separation agreement and release of claims (which may include an agreement not to disparage the Company, non-solicit provisions, and other standard restrictive covenants, terms and conditions) (the “Release” and such requirement, the “Release Requirement”), which must become effective and irrevocable no later than the 60th day following the Eligible Employee’s Qualified Termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, the Eligible Employee will forfeit any right to severance payments or benefits under this Policy. In no event will severance payments or benefits under the Policy be paid or provided until the Release actually becomes effective and irrevocable. Notwithstanding any other payment schedule set forth in this Policy or the Eligible Employee’s Participation Agreement, none of the severance payments and benefits payable upon such Eligible Employee’s Qualified Termination under this Policy will be paid or otherwise provided prior to the 60th day following the Eligible Employee’s Qualified Termination. Except as otherwise set forth in an Eligible Employee’s Participation Agreement or to the extent that payments are delayed under the paragraph below entitled “Section 409A,” on the first regular payroll pay day following the 60th day following the Eligible Employee’s Qualified Termination, the Company will pay or commence to pay the Eligible Employee the severance payments and benefits that the Eligible Employee would otherwise have received under this Policy on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduled. Any installment payments that would have been made to an Eligible Employee during the 60 day period immediately following an Eligible Employee’s separation from service but for the preceding sentence will be paid to an Eligible Employee on the first Company payroll following the Release Deadline and the remaining payments will be made as provided in this Policy.

    3


Section 409A: The Company intends that all payments and benefits provided under this Policy or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated thereunder (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted in accordance with this intent. No payment or benefits to be paid to an Eligible Employee, if any, under this Policy or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until such Eligible Employee has a “separation from service” within the meaning of Section 409A. If, at the time of the Eligible Employee’s termination of employment, the Eligible Employee is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Eligible Employee will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following his or her termination of employment. The Company reserves the right to amend the Policy as it deems necessary or advisable, in its sole discretion and without the consent of any Eligible Employee or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Policy is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will the Company reimburse any Eligible Employee for any taxes that may be imposed on him or her as a result of Section 409A.
Parachute Payments:
Reduction of Severance Benefits. Notwithstanding anything set forth herein to the contrary, if any payment or benefit that an Eligible Employee would receive from the Company or any other party whether in connection with the provisions herein or otherwise (the “Payment”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Best Results Amount. The “Best Results Amount” will be either (x) the full amount of such Payment or (y) such lesser amount as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the Excise Tax, results in the Eligible Employee’s receipt, on an after-tax basis, of the greater amount notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting parachute payments is necessary so that the Payment equals the Best Results Amount, reduction will occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Eligible Employee’s equity awards unless the Eligible Employee elects in writing a different order for cancellation. The Eligible Employee will be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under this Policy, and the Eligible Employee will not be reimbursed by the Company for any such payments.

    4


Determination of Excise Tax Liability. The Company will select a professional services firm to make all of the determinations required to be made under these paragraphs relating to parachute payments. The Company will request that firm provide detailed supporting calculations both to the Company and the Eligible Employee prior to the date on which the event that triggers the Payment occurs if administratively feasible, or subsequent to such date if events occur that result in parachute payments to the Eligible Employee at that time. For purposes of making the calculations required under these paragraphs relating to parachute payments, the firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith determinations concerning the application of the Code. The Company and the Eligible Employee will furnish to the firm such information and documents as the firm may reasonably request in order to make a determination under these paragraphs relating to parachute payments. The Company will bear all costs the firm may reasonably incur in connection with any calculations contemplated by these paragraphs relating to parachute payments. Any such determination by the firm will be binding upon the Company and the Eligible Employee, and the Company will have no liability to the Eligible Employee for the determinations of the firm.
Administration: The Policy will be administered by the Human Capital Committee or its delegate (in each case, a “Plan Administrator”). The Plan Administrator will have full discretion to administer and interpret the Policy. Any decision made or other action taken by the Plan Administrator with respect to the Policy and any interpretation by the Plan Administrator of any term or condition of the Policy, or any related document, will be conclusive and binding on all persons and be given the maximum possible deference allowed by law. The Plan Administrator is the “plan administrator” of the Policy for purposes of ERISA and will be subject to the fiduciary standards of ERISA when acting in such capacity.
Attorneys Fees: The Company and each Eligible Employee will bear their own attorneys’ fees incurred in connection with any disputes between them.
Exclusive Benefits: Except as may be set forth in an Eligible Employee’s Participation Agreement, this Policy is intended to be the only agreement between the Eligible Employee and the Company regarding any change in control or severance payments or benefits (other than any acceleration of equity which shall continue to be governed by the Equity Award Agreements) to be paid to the Eligible Employee on account of a termination of employment whether unrelated to, concurrent with, or following, a Change in Control. Accordingly, by executing a Participation Agreement, an Eligible Employee hereby forfeits and waives any rights to any severance or change in control benefits set forth in any employment agreement, offer letter, and/or the Company’s Severance Pay Plan, except as set forth in this Policy, the Eligible Employee’s Participation Agreement and the Equity Award Agreements.
Tax Withholding: All payments and benefits under this Policy will be paid less applicable withholding taxes. The Company or the subsidiary employing the Eligible Employee, as applicable, is authorized to withhold from any payments or benefits all federal, state, local and/or non-U.S. taxes required to be withheld therefrom and any other required payroll deductions. The Company or the subsidiary employing the Eligible Employee, as applicable, will not pay, reimburse Eligible Employee for, or be liable or responsible for any of Eligible Employee’s taxes arising from or relating to any payments or benefits under this Policy; instead, any such taxes will be solely the responsibility of Eligible Employee.

    5


Amendment or Termination: The Human Capital Committee may amend or terminate the Policy at any time, without advance notice to any Eligible Employee or other individual and without regard to the effect of the amendment or termination on any Eligible Employee or on any other individual. Notwithstanding the preceding, no amendment or termination of the Policy will be made if such amendment or termination would reduce the benefits provided hereunder or impair an Eligible Employee’s eligibility under the Policy (unless the affected Eligible Employee consents to such amendment or termination), except that the Human Capital Committee may unilaterally and without consent of any Eligible Employee make any such amendments that are necessary or appropriate to comply with applicable laws. For clarity, an action by the Plan Administrator not to renew the Policy in accordance with the Term provision above will not be an action that requires an Eligible Employee’s consent. Further, an action to amend the Policy in a given Term that is effective as of the commencement of an Additional Term will not be an action that requires an Eligible Employee’s consent. Any action to amend or terminate the Policy will be taken in a non-fiduciary capacity.
Claims Procedure: Any Eligible Employee who believes he or she is entitled to any payment under the Policy may submit a claim in writing to the Plan Administrator. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Policy on which the denial is based. The notice will also describe any additional information needed to support the claim and the Policy’s procedures for appealing the denial. The denial notice will be provided within 90 days after the claim is received. If special circumstances require an extension of time (up to 90 days), written notice of the extension will be given within the initial 90-day period. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision on the claim.
Appeal Procedure: If the claimant’s claim is denied, the claimant (or his or her authorized representative) may apply in writing to the Plan Administrator for a review of the decision denying the claim. Review must be requested within 60 days following the date the claimant received the written notice of their claim denial or else the claimant loses the right to review. The claimant (or representative) then has the right to review and obtain copies of all documents and other information relevant to the claim, upon request and at no charge, and to submit issues and comments in writing. The Plan Administrator will provide written notice of the decision on review within 60 days after it receives a review request. If additional time (up to 60 days) is needed to review the request, the claimant (or representative) will be given written notice of the reason for the delay. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Plan Administrator expects to render its decision. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Policy on which the denial is based. The notice will also include a statement that the claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents and other information relevant to the claim and a statement regarding the claimant’s right to bring an action under Section 502(a) of ERISA.
Successors: Any successor to the Company of all or substantially all of the Company’s business and/or assets (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or other transaction) will assume the obligations under the Policy and agree expressly to perform the obligations under the Policy in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under the Policy, the term “Company” will include any successor to the Company’s business and/or assets which becomes bound by the terms of the Policy by operation of law, or otherwise.

    6


Applicable Law: The provisions of the Policy will be construed, administered, and enforced in accordance with ERISA and, to the extent applicable, the internal substantive laws of the state of Delaware (but not its conflict of laws provisions).
Definitions: Unless otherwise defined in an Eligible Employee’s Participation Agreement, the following terms will have the following meanings for purposes of this Policy and the Eligible Employee’s Participation Agreement:
Base Salary” means the Eligible Employee’s annual base salary as in effect immediately prior to his or her Qualified Termination (or if such Qualified Termination is due to a resignation for Good Reason based on a material reduction in base salary, then the Eligible Employee’s annual base salary in effect immediately prior to such reduction) or, if such Qualified Termination is a COC Qualified Termination and such amount is greater, at the level in effect immediately prior to the Change in Control.
Board” means the Board of Directors of the Company.
Cause means (i) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of the Eligible Employee with respect to the Eligible Employee’s obligations or otherwise relating to the business of the Company; (ii) the Eligible Employee’s material breach of this Agreement or the Covenants Agreement; (iii) the Eligible Employee’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, any felony, or any crime of moral turpitude; or (iv) the Eligible Employee’s willful failure to follow the lawful directives of the Eligible Employee’s supervisor (other than as a result of Death of Disability). .
Any determination of Cause by the Company will be made in good faith by the Company, provided that no such determination may be made until the Eligible Employee has been given written notice detailing the specific Cause event and a period of thirty (30) days following receipt of such notice to cure such event (if susceptible to cure) to the reasonable satisfaction of the Company. No act or omission shall be deemed “willful” or “intentional" unless taken or not taken in bad faith and without a reasonable belief that it was in the best interest of the Company, or if taken or omitted to be taken on instruction from the CEO or the Company’s counsel.
Change in Control” has the same defined meaning as set forth in the Company’s 2025 Equity Incentive Plan, as amended from time to time.
Change in Control Period” will mean the period beginning upon a Change in Control and ending 12 months following a Change in Control.
COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.
Code” means the Internal Revenue Code of 1986, as amended.
Disability” means the total and permanent disability as defined in Section 22(e)(3) of the Code unless the Company maintains a long-term disability plan at the time of the Eligible Employee’s termination, in which case, the determination of disability under such plan also will be considered “Disability” for purposes of this Policy.

    7


Good Reason” means the Eligible Employee’s termination of his or her employment in accordance with the next sentence after the occurrence of one or more of the following events without the Eligible Employee’s express written consent: (i) a material diminution in the Eligible Employee’s base salary or in the Eligible Employee’s target bonus opportunity under the incentive plan as in effect for the year in which the termination occurs; (ii) a material diminution in the Eligible Employee’s title, authority, duties or responsibilities; (iii) a material failure to comply with payment of Eligible Employee’s compensation; (iv) relocation of the Eligible Employee’s primary office more than 50 miles from the Eligible Employee’s current office; or (v) any other action or inaction that constitutes a material breach by the Company of the Policy or the Covenants Agreement. For purposes of this Policy, Good Reason shall only exist if the Eligible Employee provides a notice of termination for Good Reason to the Company within ninety (90) days after the initial existence of such grounds and the Company has had sixty (60) days from the date on which such notice is provided to cure such circumstances. If the Eligible Employee does not terminate his or her employment for Good Reason within sixty (60) days following the end of such sixty (60) day period within which the Company was entitled to remedy the course of conduct constituting Good Reason but failed to do so, then the Eligible Employee shall be deemed to have waived his or her right to terminate for Good Reason with respect to such grounds.
Qualified Termination” means a termination of the Eligible Employee’s employment (i) either (A) by the Company other than for Cause, death, or Disability or (B) by the Eligible Employee for Good Reason, in either case, during the Change in Control Period (a “COC Qualified Termination”) or (ii) outside of the Change in Control Period by the Company other than for Cause, death, or Disability (a “Non-COC Qualified Termination”).

    8


Additional Information:
Plan Name:
InterDigital, Inc. Executive Severance and Change in
Control Policy
Plan Sponsor:
InterDigital, Inc.
200 Bellevue Parkway, Suite 300,
Wilmington, DE 19809-3727
Identification Numbers:
505
Plan Year:
Company’s Fiscal Year
Plan Administrator:
InterDigital, Inc.
Attention: Plan Administrator of the InterDigital, Inc.
Executive Severance and Change in Control Policy
200 Bellevue Parkway, Suite 300,
Wilmington, DE 19809-3727
Agent for Service of
InterDigital, Inc.
Legal Process:
Attention: General Counsel
200 Bellevue Parkway, Suite 300,
Wilmington, DE 19809-3727
Service of process may also be made upon the Plan
Administrator.
Type of Plan
Severance Plan/Employee Welfare Benefit Plan
Plan Costs
The cost of the Policy is paid by the Company.
Statement of ERISA Rights:
Eligible Employees have certain rights and protections under ERISA:
They may examine (without charge) all Policy documents, including any amendments and copies of all documents filed with the U.S. Department of Labor, such as the Policy’s annual report (Internal Revenue Service Form 5500). These documents are available for review in the Company’s Human Resources Department.
They may obtain copies of all Policy documents and other Policy information upon written request to the Plan Administrator. A reasonable charge may be made for such copies.

    9


In addition to creating rights for Eligible Employees, ERISA imposes duties upon the people who are responsible for the operation of the Policy. The people who operate the Policy (called “fiduciaries”) have a duty to do so prudently and in the interests of Eligible Employees. No one, including the Company or any other person, may fire or otherwise discriminate against an Eligible Employee in any way to prevent them from obtaining a benefit under the Policy or exercising rights under ERISA. If an Eligible Employee’s claim for a severance benefit is denied, in whole or in part, they must receive a written explanation of the reason for the denial. An Eligible Employee has the right to have the denial of their claim reviewed. (The claim review procedure is explained above.)
Under ERISA, there are steps Eligible Employees can take to enforce the above rights. For instance, if an Eligible Employee requests materials and does not receive them within 30 days, they may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and to pay the Eligible Employee up to $147 a day until they receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If an Eligible Employee has a claim which is denied or ignored, in whole or in part, he or she may file suit in a state or federal court. If it should happen that an Eligible Employee is discriminated against for asserting their rights, he or she may seek assistance from the U.S. Department of Labor, or may file suit in a federal court.
In any case, the court will decide who will pay court costs and legal fees. If the Eligible Employee is successful, the court may order the person sued to pay these costs and fees. If the Eligible Employee loses, the court may order the Eligible Employee to pay these costs and fees, for example, if it finds that the claim is frivolous.
If an Eligible Employee has any questions regarding the Policy, please contact the Plan Administrator. If an Eligible Employee has any questions about this statement or about their rights under ERISA, they may contact the nearest area office of the Employee Benefits Security Administration (formerly the Pension and Welfare Benefits Administration), U.S. Department of Labor, listed in the telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington, D.C. 20210. An Eligible Employee may also obtain certain publications about their rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

Rev. March 13, 2026

    10


TIER 1

EXHIBIT A

InterDigital, Inc. Severance and Change in Control Policy
Participation Agreement

This Participation Agreement (“Agreement”) is made and entered into by and between [NAME] on and InterDigital, Inc. (the “Company”).
You have been designated as eligible to participate in the Policy, a copy of which is attached hereto, under which you are eligible to receive the following severance payments and benefits upon a Qualified Termination, subject to the terms and conditions of the Policy.
Definitions:
    “Qualified Termination” means either a Non-COC Qualified Termination or COC Qualified Termination, as defined below.
“Non-COC Qualified Termination” means termination of employment by the Company other than for Cause, death or Disability or by the Eligible Employee for Good Reason.
“COC Qualified Termination” means termination of employment by the Company other than for Cause, death or Disability or by the Eligible Employee for Good Reason during the Change of Control Period.
“Change of Control Period” means the period beginning upon a Change in Control and ending 24 months following a Change in Control.
“Cause” means (i) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of the Eligible Employee with respect to the Eligible Employee’s obligations to the Company, in each case which results in material harm to the business or reputation of the Company; (ii) the Eligible Employees’ willful and material breach of the Nondisclosure and Assignment of Ideas Agreement (“NDAIA”); or (iii) the Eligible Employee’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, any felony, or any crime of moral turpitude; or (iv) the Eligible Employee’s willful failure to follow the lawful directives of the Board of Directors (other than as a result of Death or Disability).
Any determination of Cause by the Company will be made in good faith by the Board of Directors (other than Executive), provided that no such determination may be made until Executive has been given written notice detailing the specific Cause event and a period of thirty (30) days following receipt of such notice to cure such event (if susceptible to cure) to the reasonable satisfaction of the Board of Directors. No act or omission shall be deemed “willful” or “intentional" unless taken or not taken in bad faith and without a reasonable belief that it was in the best interest of the Company, or if taken or omitted to be taken on instruction from the Board of Directors or the Company’s counsel.

Rev. 03/12/2026    


“Good Reason” means Eligible Employee’s termination of his employment in accordance with the next sentence after the occurrence of one or more of the following events without Eligible Employee’s express written consent: (i) a material diminution in Eligible Employee’s base salary or target bonus opportunity under the incentive plan as in effect for the year in which the termination occurs; (ii) a material diminution in Eligible Employee’s title, authority, duties or responsibilities; (iii) a material failure to comply with payment of Eligible Employee’s compensation; (iv) relocation of Eligible Employee’s primary office more than 50 miles from Eligible Employee’s then-current office; or (v) any other action or inaction that constitutes a material breach by the Company of the Executive Severance Policy or NDAIA Good Reason shall only exist if Eligible Employee provides a notice of termination for Good Reason to the Company within ninety (90) days after the initial existence of such grounds and the Company has had thirty (60) days from the date on which such notice is provided to cure such circumstances. If the Eligible Employee does not terminate his employment for Good Reason within ninety (60) days following the end of such sixty (60) day period within which the Company was entitled to remedy the course of conduct constituting Good Reason but failed to do so, then Eligible Employee shall be deemed to have waived his right to terminate for Good Reason with respect to such grounds.
Non-COC Qualified Termination
If your Qualified Termination is a Non-COC Qualified Termination, you will be entitled to the following benefits, subject to your compliance with the Policy:

Equity Vesting: As provided in the applicable Plan and the Equity Award Agreements.
Salary Severance: Your percentage of Base Salary will be 200%, payable in equal installments over 30 months in accordance with the Company’s regular payroll procedures.
Bonus Severance: None.
COBRA Payment: 18 months.
Outplacement Services: Yes.
COC Qualified Termination
If your Qualified Termination is a COC Qualified Termination, you will be entitled to the following benefits, subject to your compliance with the Policy:

Equity Vesting: As provided in the applicable Plan and the Equity Award Agreements.
Salary Severance: Lump sum payment equal to 200% of base salary, payable in lump-sum.
Bonus Severance: 200% of your target bonus under Company’s short-term incentive plan, payable in lump-sum.
COBRA Payment: 24 months.
Outplacement Services: No.

2



Other Provisions

    You agree that the Policy and the Agreement constitute the entire agreement of the parties and supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties related to the subject matters in the Policy and Agreement, and will specifically supersede any severance and/or change in control provisions of any offer letter, plan, policy, or any employment agreement, equity award agreement or prior participation agreement entered into between you and the Company or any affiliate, except that equity vesting or acceleration rights provided for under your Equity Award Agreements shall continue to govern. For purposes of clarity, it is acknowledged and agreed that your Non-Disclosure and Assignment of Ideas Agreement and Executive Mutual Agreement for Individual Arbitration remain in full force and effect.

    This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
By its signature below, each of the parties signifies its acceptance of the terms of this Agreement, in the case of the Company by its duly authorized officer effective as of the last date set forth below.
INTERDIGITAL, INC.
ELIGIBLE EMPLOYEE
By:_________________________________
Signature:____________________________
Date:________________________________
Date:________________________________

[Signature Page of the Participation Agreement]

3


TIER 2
EXHIBIT A

InterDigital, Inc. Severance and Change in Control Policy
Participation Agreement

This Participation Agreement (“Agreement”) is made and entered into by and between [NAME] on, and InterDigital, Inc. (the “Company”).
You have been designated as eligible to participate in the Policy, a copy of which is attached hereto, under which you are eligible to receive the following severance payments and benefits upon a Qualified Termination, subject to the terms and conditions of the Policy.
Non-COC Qualified Termination
If your Qualified Termination is a Non-COC Qualified Termination, you will be entitled to the following benefits, subject to your compliance with the Policy:

Equity Vesting: As provided in the applicable Plan and the Equity Award Agreements.
Salary Severance: Your percentage of Base Salary will be 150%, payable in equal installments over 18 months in accordance with the Company’s regular payroll procedures.
Bonus Severance: None.
COBRA Payment: 12 months.
Outplacement Services: Yes.
COC Qualified Termination
If your Qualified Termination is a COC Qualified Termination, you will be entitled to the following benefits, subject to your compliance with the Policy:

Equity Vesting: As provided in the applicable Plan and the Equity Award Agreements.
Salary Severance: Your percentage of Base Salary will be 200%, payable in lump-sum.
Bonus Severance: 100% of your target bonus under Company’s short-term incentive plan, payable in lump-sum.
COBRA Payment: 24 months.
Outplacement Services: No.

Other Provisions

    You agree that the Policy and the Agreement constitute the entire agreement of the parties and supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties related to the subject matters in this Policy and Agreement, and will specifically supersede any severance and/or change in control provisions of any offer letter, plan, policy or any employment agreement, or equity award agreement entered into between you and the Company or any Affiliate, except that equity vesting or acceleration rights provided for under your Equity Award Agreements shall continue to govern. For purposes of clarity, it is acknowledged and agreed that your Non-Disclosure and Assignment of Ideas Agreement and Executive Mutual Agreement for Individual Arbitration remain in full force and effect.
    

Rev. 03/12/2026    


This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
By its signature below, each of the parties signifies its acceptance of the terms of this Agreement, in the case of the Company by its duly authorized officer effective as of the last date set forth below.
INTERDIGITAL, INC.
ELIGIBLE EMPLOYEE
By:________________________________
Signature:____________________________
Date:_______________________________
Date:________________________________

[Signature Page of the Participation Agreement]

2


Exhibit B
EXECUTIVE MUTUAL AGREEMENT FOR INDIVIDUAL ARBITRATION
The undersigned individual (“You” or “Your”) and InterDigital, Inc. and/or InterDigital Communications, Inc. and/or InterDigital Holdings, Inc. (all and singularly, the “Company (collectively referred to as the “Parties” and any and each of whom may be referred to as a “Party”) knowingly enter into this Mutual Agreement for Individual Arbitration (“Agreement”).
You and the Company recognize that disputes may arise before, during, or following Your employment with the Company. You and the Company wish to resolve those disputes in an efficient and economical manner. You and the Company agree and acknowledge that any and all disputes between You and the Company that may arise out of or be related in any way to your application for employment, employment, termination of employment and/or this Agreement will be submitted and resolved exclusively through binding individual arbitration, other than the Excluded Claims (defined below). You and the Company acknowledge and agree that You and the Company are each giving up the right to a trial before a judge or a jury or to participate in any class, collective, or representative action. You and the Company both understand that arbitration is an alternative method of resolving disputes outside of court and that the arbitrator’s decision is final and binding. You and the Company further understand and agree that this Agreement and the arbitration will be subject to the following terms:
1.Definitions Used in This Agreement
a.Covered Claimsmeans any and all employment-related claims, disputes, actions, lawsuits or controversies (“Claims”), including but not limited to all claims, disputes, or controversies arising out of or relating to Your application or candidacy for employment, employment and/or cessation of employment with the Company (other than Excluded Claims as defined below). This includes Claims that the Company may have against You or that You may have against the Company, and any and all direct or indirect parent, subsidiary or affiliated companies, and any of their officers, directors, managers, employees, benefit administrators, successors, assigns, clients, or alleged joint employers relating in any way to your employment or cessation of employment (each an “Affiliate” and collectively the “Affiliates”). Covered Claims include claims arising before the execution of this Agreement that are brought after this Agreement is signed.
Examples of Covered Claims that must be arbitrated, by way of example only, include: claims under federal, state and/or local statutes regarding the payment of wages, overtime, severance pay, benefits, bonuses, commissions and/or other compensation of any kind; any claims of discrimination based on age, sex, pregnancy, race, religion, color, creed, disability, handicap, failure to accommodate, citizenship, marital status, national origin, ancestry, sexual orientation, gender identity, genetic information, or any other factor protected by federal, state or local statutes prohibiting employment discrimination, including any claims for retaliation and/or harassment under these or any other laws (but not the Excluded Claims); and any other claims arising out of or relating to Your application for employment, employment and/or cessation of employment under federal, state and/or local statutes, ordinances, constitutions and/or common law including, but not limited to, claims for retaliation and/or whistleblower claims, claims for wrongful discharge or discharge in violation of public policy, misrepresentation, breach of contract, invasion of privacy, or intentional/negligent torts including but not limited to infliction of emotional distress or defamation.

Rev. 03/12/2026    


    b. “Excluded Claimsmeans all and singularly, Governmental Insurance Claims, Regulatory Complaints, and Sexual Harassment and Assault Disputes, and Unfair Competition Claims (each as defined below).
(i) “Governmental Insurance Claims” means claims for payment of state or local employment-related insurance (e.g., unemployment compensation, workers’ compensation, or worker disability compensation) filed with the applicable federal, state or local regulatory agencies or authorities. Statutory or common law claims alleging that the Company retaliated or discriminated against You for filing a federal state or local employment-related insurance claim or engaging in other protected conduct, however, are not Governmental Insurance Claims.
(ii) “Regulatory Complaints” means administrative charges or complaints filed with the National Labor Relations Board, Department of Labor, Equal Employment Opportunity Commission, Occupational Safety and Health Administration, or similar federal, state or local regulatory agencies or authorities, but not lawsuits filed in court based upon or related to administrative charges or complaints.
(iii) Sexual Harassment and Assault Disputes means sexual harassment disputes and sexual assault disputes, as those terms are defined in the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021.
(iv) Unfair Competition Claims means (1) claims to interpret, apply, or enforce the confidentiality, proprietary information, trade secret, intellectual property, nonsolicitation, noninterference, noncompetition, or other restrictive covenant provisions in any agreement between You and either the Company or any Affiliate, including but not limited to your Non-Disclosure and Assignment of Ideas Agreement; (2) common-law or statutory claims regarding (i) the possession, use, misappropriation, dissemination, actual or inevitable disclosure of, or reliance on information alleged to be confidential, proprietary, and/or trade secret, (ii) unfair competition, or (iii) tortious interference with contractual, business, or employment relationships; and (3) claims for declaratory, injunctive, or other equitable relief related to any of the claims listed in (1) or (2).     
2.Agreement to Arbitrate Covered Claims. You and the Company agree to resolve any and all Covered Claims through final and binding arbitration, before a single neutral arbitrator, pursuant to the Federal Arbitration Act (“FAA”), administered by the American Arbitration Association (the “AAA”). To the extent not otherwise provided in this Agreement, the arbitration shall be pursuant to and in accordance the AAA Employment Arbitration Rules and Mediation Procedures as then in effect (“AAA Rules”). In the event of a conflict between this Agreement and the AAA Rules, this Agreement shall govern. The AAA Rules can be obtained online at www.adr.org or upon request to the Company. You and the Company voluntarily waive all rights to trial in court before a judge or a jury on all Covered Claims.

2


3.Claims Not Covered by This Agreement. You and the Company are not required to arbitrate the Excluded Claims (defined above). You understand that you still may file administrative charges or complaints with or provide information to the National Labor Relations Board, the Department of Labor, Equal Employment Opportunity Commission, Occupational Safety and Health Administration, Securities and Exchange Commission or other similar federal, state or local agencies or entities, but that upon receipt of a right to sue letter or similar administrative determination, You shall arbitrate any claim that You have against the Company. You understand and agree that to the maximum extent permitted by law, You are precluded from receiving any monetary or other relief obtained by any federal, state, or local agency on Your behalf, in any suit brought in any court against the Company. Notwithstanding the foregoing, nothing in this Agreement limits Your right to receive an award for information provided to the Securities and Exchange Commission, Department of Labor or any other government agency or government entity.
4.Class Action, Collective Action, And Representative Action Waiver. If there is more than one Claim between the Company and You, all such claims will be heard in a single proceeding. There shall be no right or authority for any Claims subject to arbitration under this Agreement to be arbitrated on a class, collective or representative action basis. Claims between the Company and other employees will each be heard in separate proceedings. You hereby waive any right to participate, in any manner, in a class, collective, mass or representative action (“Class Action Waiver”).
5.Issues to be Determined by a Court. All gateway arbitration issues, including the validity, enforceability, and scope of the obligation to arbitrate under this Agreement shall be decided by a court of competent jurisdiction and not an arbitrator, including but not limited to whether a claim or dispute is arbitrable. For example, any dispute as to the enforceability of the Class Action Waiver, whether the claims or disputes of one employee may be consolidated with the claims or disputes of others, or whether a claim is a Covered Claim or an Excluded Claim, shall be determined by court of competent jurisdiction and not by the arbitrator. In the event a court determines that the Class Action Waiver is unenforceable with respect to any Claim, then this waiver shall not apply to that Claim, and that Claim must be filed in a court of competent jurisdiction, and that court shall be the exclusive forum for that Claim. In the event of any conflict between this Section 5 and any other section or provision of this Agreement, this Section 5 shall govern.
6.Law Governing Agreement. This Agreement is covered by and made pursuant to the Federal Arbitration Act (the “FAA”), 9 U.S.C. § 1 et seq., and shall be construed, interpreted, governed, and enforced in accordance with the FAA. A court may not decline to enforce this Agreement on the ground that a party to the Agreement also is a party to a pending court action or special proceeding with a third party arising out of the same transaction or series of related transactions, or on the ground that the arbitration may produce a result that may conflict with the outcome of related litigation not subject to this Agreement.
7.Consent of the Parties. This Agreement shall be construed in accordance with the FAA and shall not be construed against the drafter. This Agreement reflects the mutual consent and agreement of You and the Company to the individualized arbitration of Covered Claims consistent with the FAA.

3


8.Arbitration Procedures. The arbitrator shall be selected by mutual agreement of both You and the Company or in accordance with AAA Rules. The Arbitrator shall have the power to award any type of legal or equitable relief available in a court of competent jurisdiction. If You initiate any Claims, Your portion of the AAA filing fee shall not exceed $350.00. The Company will pay the remainder of the filing fee, the arbitrator’s fee and any AAA administrative expenses. Any demand for arbitration must include the following information: (a) identify the party requesting arbitration by name, address, and telephone number; (b) a description of the facts upon which the Claim is based, the persons involved, the date and location of any occurrences giving rise to the Claim, and the law(s) allegedly violated; and (c) a description of the remedy requested. The Parties shall be entitled to engage in reasonable discovery. The arbitration shall take place in the county in which You regularly perform(ed) Your work for the Company. The arbitrator will apply whatever statute of limitations would be applicable to the Claim if it were filed in court. Each party shall pay its own costs and attorneys’ fees, if any. However, in the event that arbitration is brought pursuant to any law or statute which provides for awarding attorneys’ fees and costs, the arbitrator shall have the authority to award costs and/or attorneys’ fees pursuant to the applicable law or statute. Any dispute as to the reasonableness of any fee or cost shall be resolved by the arbitrator.
9.Arbitrator’s Decision. The arbitrator shall issue a written reasoned award, setting forth the essential findings and conclusions upon which the arbitrator based the award. The award shall be final and binding upon the parties. Any award may be entered as judgment in any court of competent jurisdiction.
10.Retained Rights. Nothing in this Agreement is intended to or shall be interpreted to restrict or otherwise interfere with Your right to: (1) testify truthfully in any forum; (2) provide information to, file a charge or complaint with, testify, or otherwise participate in any action, investigation or proceeding of, any federal, state, or local government agency, commission or entity (including, but not limited to, the Equal Employment Opportunity Commission; (3) disclose any information or produce any documents as is required by law, regulation or legal process; (4) report any conduct you believe to be criminal or unlawful to any appropriate federal, State, or local official; or (5) request or receive confidential legal advice.
11.Third-Party Enforcement. Any customer or Affiliate of the Company is a third-party beneficiary under this Agreement for purposes of being able to enforce this Agreement with regard to any claims between You and such customer or Affiliate of the Company, and such customer or Affiliate may enforce this Agreement to the maximum extent permissible by law or equity, pursuant to any one or combination of legal or equitable theories including, but not limited to, agency, equitable estoppel, and/or third party beneficiary, as applicable.
12.Severability. If any provision of this Agreement, or any portion thereof, is adjudged or declared by an arbitrator or a court of competent jurisdiction to be illegal, void, or otherwise unenforceable, in whole or in part, such adjudication shall not affect the validity of the remainder of the Agreement, which shall continue in full force and effect without said provision(s) or portion of said provision(s), insofar as they are consistent with existing applicable law, except to the extent otherwise provided in Section 5 regarding the Class Action Waiver. In other words, in the event a court determines that the Class Action Waiver is illegal, void, or otherwise unenforceable with respect to any Claim, then this waiver shall not apply to that Claim, and that Claim must be filed in a court of competent jurisdiction, and that court shall be the exclusive forum for that Claim.

4


13.Requirements for Modification or Revocation. This Agreement shall survive the termination of Your employment with the Company. It can only be revoked or modified by a writing signed by both You and the Company’s Chief People Officer or Chief Legal Officer that specifically states the intent to revoke or modify this Agreement.
14.At Will Employment. Nothing in this Agreement shall modify or change Your status as an at-will employee. Your employment shall be for no specific term and can be terminated by either You or the Company at any time, with or without cause or advance notice.
15.Sole and Entire Agreement. This is the complete and entire agreement of the Parties on the subject of arbitration of disputes. This Agreement supersedes any prior or contemporaneous oral or written understanding on the subject. The Parties agree that the Agreement supersedes any and all prior agreements, if any, on the subject of arbitration of disputes. No Party is relying on any representations, oral or written, on the subject of the effect, enforceability, or meaning of this Agreement, except as specifically set forth in this Agreement.
16.Consideration. You and the Company are each agreeing to arbitrate Covered Claims, and this mutual agreement to arbitrate constitutes good and sufficient consideration to support the mutual promises made by You and the Company. You further agree and acknowledge that you may not be covered by or potentially eligible for benefits under the Company’s Amended and Restated Executive Severance and Change in Control Policy, unless you enter into this Agreement. Additionally, the Company’s agreement to pay any portion of Your AAA filing fee in excess of $350.00, the arbitrator’s fee and any AAA administrative expenses associated with the arbitration, provides additional consideration which, by itself, is sufficient to support Your binding agreement to submit Covered Claims to arbitration.
17.Format of Signatures. This Agreement may be signed in counterparts and a PDF, facsimile, or electronic copy of an original ink signature shall have the same force and effect as the original. This Agreement may also be signed via DocuSign, which the Parties agree shall have the same force and effect as an ink signature. The Company may execute this Agreement with a stamped or printed signature, which stamped or printed signature shall be legally binding upon the Company.

5


YOU ACKNOWLEDGE THAT YOU HAVE HAD A SUFFICIENT OPPORTUNITY TO FULLY READ AND UNDERSTAND THIS AGREEMENT AND VOLUNTARILY AGREE TO THE TERMS OF THIS AGREEMENT.
YOU ALSO ACKNOWLEDGE HAVING A SUFFICIENT OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH PERSONAL LEGAL COUNSEL OR ANY ADVISOR OF YOUR CHOOSING, AND USING THAT OPPORTUNITY TO THE EXTENT DESIRED.

Employee Signature:___________________________
Date:____________________
Employee Name:______________________________
InterDigital, Inc.
By:_________________________________
Name:_______________________________
Title:________________________________
Date:________________________________


6

EXHIBIT 10.2
INTERDIGITAL, INC.
NOTICE OF AMENDED STANDARD TERMS AND CONDITIONS OF STOCK OPTION AWARD
InterDigital, Inc. (the “Company”) hereby amends the Standard Terms and Conditions of Stock Option Award applicable to the Performance-based Stock Option Awards (the “Award” or “Awards”) granted under the 2017 Equity Incentive Plan (the “Plan”) in 2021, 2022, 2023, 2024 and 2025, as follows:
Paragraph 5, “Method of Payment” shall be amended to add the following after clause (d):
(e ) (by reduction in the number of shares otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate Exercise Price at the time of exercise; or
(f) any combination of the above

The definition of “Cause”, paragraph 22. (a) is amended and restated as follows:
(a)“Cause” has the meaning set forth in the Company’s Executive Severance and Change in Control Policy, if such policy is applicable to Participant (and if such policy is terminated, as in effect immediately prior to such termination), or, if no such agreement or definition exists, means (i) willful and repeated failure of Participant to perform substantially his or her duties (other than any such failure resulting from incapacity due to physical or mental illness); (ii) Participant’s conviction of, or plea of guilty or nolo contendere to, a felony which is materially and demonstrably injurious to the Company or any Parent, Subsidiary, or Affiliate of the Company; (iii) willful misconduct or gross negligence by Participant in connection with his or her service; (iv) unsatisfactory job performance; or (v)  Participant’s breach of any material obligation or duty owed to the Company or any Parent, Subsidiary, or Affiliate of the Company.
Notice – Amendment to Performance-based Option Awards (Rev.3/2026)


EXHIBIT 10.3
INTERDIGITAL, INC.
TERM SHEET FOR STOCK OPTION AWARD
(20XX Performance-Based)
InterDigital, Inc. (the “Company”), hereby grants to the Participant named below an option (the “Option” or “Award”) to purchase the number of shares of the Company’s Common Stock specified below at the exercise price per Share (the “Exercise Price”) specified below, upon the terms and subject to the conditions set forth in this Term Sheet for Stock Option Award (the “Term Sheet”), the Standard Terms and Conditions of Stock Option Award (the “Standard Terms and Conditions”) and the equity plan specified below (the “Plan”). Capitalized terms not defined herein have the meanings set forth in the Plan or the Standard Terms and Conditions.
Plan:
The Company’s 2025 Equity Incentive Plan, as amended
Name of Participant:
%%FIRST_NAME%-% %%LAST_NAME%-%
Grant Number:
%%OPTION_NUMBER%-%
Grant Date:
%%OPTION_DATE,’Month DD, YYYY’%-%
Expiration Date:
The 10th anniversary of the Grant Date
Target Shares Granted:
%%TOTAL_SHARES_GRANTED,’999,999,999’%-%
(“Target Options”);
The maximum number of Shares issuable under this Award is 200% of the Target Options (“Maximum Options”), as described above.
Type of Option:
%%OPTION_TYPE_LONG%-%
Exercise Price:
%%OPTION_PRICE%-%
Vesting Schedule:
The Option vests upon “Vesting Date” as follows:
On [VEST DATE], if at all, subject to Participant continuing to be a Service Provider through such date and the achievement, as approved by the Human Capital Committee of the Board, of the performance goal(s), as set forth in Exhibit A, and parameters set forth in the Terms and Conditions (the date on which all or a portion of the Option vests, the “Vesting Date”); provided, that the Option may vest earlier pursuant to the terms of this Term Sheet and the Terms and Conditions.
Notwithstanding anything herein to the contrary, in no event shall more than the Maximum Options vest and be eligible for exercise.
    - 1 –
Performance Options - Term Sheet and Ts & Cs (2026_03_12)



Pro-rated Vesting:
If Participant’s employment is terminated by the Company or any Parent, Subsidiary, or Affiliate of the Company (as applicable, the “Employer”) without Cause or by reason of Participant’s death or Disability, in each case, during the last year of a Performance Period, the Option will remain eligible to vest as to a prorated portion, subject to Participant’s execution of a release of claims in favor of the Company within 60 days following termination of employment, except that no release is required for a termination of Participant’s employment due to death or Disability. Such pro-rata portion will be determined by multiplying the number of Shares subject to the Option that would otherwise have become vested according to the performance goals and parameters set forth in the Terms and Conditions and Exhibit A (based on actual performance over the performance period), if any, by the fraction equal to the number of days during the Performance Period that Participant was employed by the Employer divided by the total number of days during the Performance Period.
Notwithstanding the Termination Period section below, on a qualifying termination described in this section, the Option will remain exercisable for 6 months after the Vesting Date for such Performance Period. For clarity, on a qualifying termination described in this section, any Shares subject to the unvested Option will not immediately revert to the Plan on such termination. Instead such unvested Option will remain eligible to vest on the Vesting Date of such Performance Period and any vested Option will remain exercisable for 6 months after the Vesting Date.
Change in Control; Accelerated Vesting:
Upon a Change in Control, the Option (to the extent then outstanding) will be deemed earned based on the greater of target or actual performance, measured as of the day immediately prior to the Change in Control; such deemed earned Award shall remain subject to service-based vesting as described under “Vesting Schedule” above (without regard to any further performance-based conditions on Exhibit A or otherwise). For the avoidance of doubt, any reference in Section 16(c) of the Plan to vesting criteria being deemed achieved at one hundred percent (100%) of target levels shall instead refer to being deemed achieved based on the greater of target or actual performance, measured as of the day immediately prior to the Change in Control. Without limiting the generality of the foregoing, if Participant’s employment is terminated within 1 year following a Change in Control, either by the Employer other than for Cause, death, or Disability or by Participant for Good Reason, 100% of the earned but then-unvested portion of the Award will vest upon termination, subject to Participant’s execution of a release of claims in favor of the Company within 60 days following termination of employment.
    - 2 –
Performance Options - Term Sheet and Ts & Cs (2026_03_12)



Termination Period:
This Option will be exercisable for 6 months after Participant ceases to be a Service Provider for any reason other than termination of Participant’s Service Provider status for Cause, unless such termination is due to Participant’s death or Disability, in which case this Option will be exercisable for 12 months after Participant ceases to be a Service Provider; provided, however, that if Participant dies during such 6-month post-termination exercise period, the Option may be exercised following Participant’s death for 12 months after Participant’s death. If Participant’s Service Provider status is terminated by the Company for Cause, the entire Option, whether or not then vested and exercisable, will be immediately forfeited and canceled as of the date of such termination. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Expiration Date listed above and may be subject to earlier termination as provided in Section 16(c) of the Plan.
By accepting this Term Sheet, Participant acknowledges that he or she has received and read, and agrees that the Option will be subject to, the terms of this Term Sheet, the Plan, and the Terms and Conditions.

    - 3 –
Performance Options - Term Sheet and Ts & Cs (2026_03_12)



Exhibit A
INTERDIGITAL, INC.
STANDARD TERMS AND CONDITIONS OF STOCK OPTION AWARD
These Standard Terms and Conditions of Stock Option Award (the “Terms and Conditions”) apply to a Stock Option Award granted under the InterDigital, Inc. 2025 Equity Incentive Plan (the “Plan”), which is evidenced by the Term Sheet for Stock Option Award (the “Term Sheet”).
1.Grant of Option. The Company has granted to the individual (the “Participant”) named in the Term Sheet an option (the “Option”) to purchase the number of Shares set forth in the Term Sheet at the exercise price per Share set forth in the Term Sheet (the “Exercise Price”), subject to all of the terms and conditions herein and in the Term Sheet and the Plan, which are incorporated herein by reference. Subject to Section 22(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of the Term Sheet and this Terms and Conditions (together, the “Award Agreement”), the terms and conditions of the Plan will prevail. Capitalized terms not defined herein have the meanings set forth in the Plan or the Term Sheet.
2.If designated in the Term Sheet as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an ISO under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). However, if this Option is intended to be an ISO, to the extent required under the $100,000 rule of Code Section 422(d) it will be treated as a Nonstatutory Stock Option (“NSO”). Further, if for any reason this Option (or portion thereof) will not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) will be regarded as a NSO granted under the Plan. In no event will the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors have any liability to Participant (or any other person) due to the failure of the Option to qualify for any reason as an ISO.
3.Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Option at any time, subject to the terms of the Plan. If so accelerated, such Option will be considered as having vested as of the date specified by the Administrator.
4.Termination of Relationship as a Service Provider. Unless otherwise provided by the Administrator, on the date that Participant ceases to be a Service Provider, if Participant is not vested as to the entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. Following termination of Participant’s Service Provider status, the Option may be exercised to the extent that the Option is vested on the date of termination within the applicable period of time specified in the Term Sheet, but in no event later than the Expiration Date set forth in the Term Sheet. If the Option is not so exercised within such applicable period of time or by the Expiration Date (as applicable), the Option will terminate, and the Shares covered by such Option will revert to the Plan.
(a)Death of Participant. If Participant dies while a Service Provider, the Option may be exercised by Participant’s designated beneficiary in accordance with the provisions of this Section 3, provided such beneficiary has been designated prior to Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by Participant, then the Option may be exercised by the personal representative of Participant’s estate or by the person(s) to whom the Option is transferred pursuant to Participant’s will or in accordance with the laws of descent and distribution.
    - 4 –
Performance Options - Term Sheet and Ts & Cs (2026_03_12)



(b)Tolling Expiration.
(i)If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the Option will terminate on the earlier of (A) the Expiration Date set forth in the Term Sheet, or (B) the 10th day after the last date on which such exercise would result in liability under Section 16(b); or
(ii)if the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the Option will terminate on the earlier of (A) the Expiration Date set forth in the Term Sheet or (B) the expiration of a 30-day period after the termination of Participant’s status as a Service Provider during which the exercise of the Option would not be in violation of such registration requirements.
5.Exercise of Option.
(a)Right to Exercise. This Option may be exercised only within the term set out in the Term Sheet, and may be exercised during such term only in accordance with the Plan and the terms of this Award Agreement.
(b)Method of Exercise. This Option will be exercisable in a manner and pursuant to such procedures as the Administrator may determine, which procedure will require Participant to state that he/she is electing to exercise the Option (the “Exercise Notice”), the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and will require Participant to make such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. This Option will be deemed to be exercised upon receipt by the Company of such Exercise Notice accompanied by the aggregate Exercise Price.
6.Method of Payment. Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at the election of Participant:
(a)cash;
(b)check;
(c)consideration received by the Company under its customary cashless exercise program;
(d)surrender of other Shares which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares, provided that accepting such Shares, in the sole discretion of the Administrator, will not result in any adverse accounting consequences to the Company;
(e)by reduction in the number of shares otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate Exercise Price at the time of exercise; or
(f)any combination of the above.
    - 5 –
Performance Options - Term Sheet and Ts & Cs (2026_03_12)



7.Tax Obligations.
(a)Withholding Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment and other taxes which the Company determines must be withheld with respect to such Shares. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.
(b)Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date 2 years after the Grant Date, or (ii) the date 1 year after the date of exercise, Participant will immediately notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant.
(c)Code Section 409A. Under Code Section 409A, an option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the fair market value of a share on the date of grant (a “Discount Option”) may be considered “deferred compensation.” A Discount Option may result in (i) income recognition by Participant prior to the exercise of the option, (ii) an additional 20% federal income tax, and (iii) potential penalty and interest charges. The Discount Option may also result in additional state income, penalty, and interest charges to Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share Exercise Price of this Option equals or exceeds the Fair Market Value of a Share on the Grant Date in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share Exercise Price that was less than the Fair Market Value of a Share on the Grant Date, Participant will be solely responsible for Participant’s costs related to such a determination.
8.Rights as Shareholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a shareholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book entry form) will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant (including through electronic delivery to a brokerage account). After such issuance, recordation, and delivery, Participant will have all the rights of a shareholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.
    - 6 –
Performance Options - Term Sheet and Ts & Cs (2026_03_12)



9.No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE SERVICE RECIPIENT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE SERVICE RECIPIENT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.
10.Address for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Office of the General Counsel at the Company at InterDigital, Inc., 200 Bellevue Parkway, Suite 300, Wilmington, DE 19809, or at such other address as the Company may hereafter designate in writing.
11.Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant.
12.Successors and Assigns. The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and this Award Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Award Agreement will be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. The rights and obligations of Participant under this Award Agreement may only be assigned with the prior written consent of the Company.
13.Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any state, federal or foreign law, the tax code and related regulations or under the rulings or regulations of the United States Securities and Exchange Commission or any other governmental regulatory body or the clearance, consent or approval of the United States Securities and Exchange Commission or any other governmental regulatory authority is necessary or desirable as a condition to the purchase by, or issuance of Shares, to Participant (or his or her estate) hereunder, such purchase or issuance will not occur unless and until such listing, registration, qualification, rule compliance, clearance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Subject to the terms of the Award Agreement and the Plan, the Company will not be required to issue any certificate or certificates for Shares hereunder prior to the lapse of such reasonable period of time following the date of exercise of the Option as the Administrator may establish from time to time for reasons of administrative convenience.
14.Interpretation. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. Neither the Administrator nor any person acting on behalf of the Administrator will be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Award Agreement.
    - 7 –
Performance Options - Term Sheet and Ts & Cs (2026_03_12)



15.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to the Option by electronic means, and Participant hereby consents to receive such documents by electronic delivery.
16.Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement.
17.Agreement Severable. In the event that any provision in this Award Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement.
18.Amendment, Suspension or Termination of the Plan. By accepting this Option, Participant expressly warrants that he or she has received an Option under the Plan, and has received, read, and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.
19.Governing Law and Venue. This Agreement will be governed by the laws of the Commonwealth of Pennsylvania, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Option or this Agreement, the parties hereby submit to and consent to the jurisdiction of the Commonwealth of Pennsylvania, and agree that such litigation will be conducted in the courts of Montgomery County, Pennsylvania, or the federal courts for the United States for the Eastern District of Pennsylvania, and no other courts.
20.Modifications to the Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Code Section 409A or Applicable Laws or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection with the Option.
21.No Waiver. Either party’s failure to enforce any provision or provisions of this Award Agreement will not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and will not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.
22.Tax Consequences. Participant has reviewed with its own tax advisors the federal, state, local, and foreign tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) will be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.
    - 8 –
Performance Options - Term Sheet and Ts & Cs (2026_03_12)



23.Definitions.
(a)“Cause” has the meaning set forth in the Company’s Executive Severance and Change in Control Policy, if such policy is applicable to Participant, (and if such policy is terminated, as in effect immediately prior to such termination) or, if no such agreement or definition exists, means (i) willful and repeated failure of Participant to perform substantially his or her duties (other than any such failure resulting from incapacity due to physical or mental illness); (ii) Participant’s conviction of, or plea of guilty or nolo contendere to, a felony which is materially and demonstrably injurious to the Company or any Parent, Subsidiary, or Affiliate of the Company; (iii) willful misconduct or gross negligence by Participant in connection with his or her service; (iv) unsatisfactory job performance; or (v)  Participant’s breach of any material obligation or duty owed to the Company or any Parent, Subsidiary, or Affiliate of the Company.
(b)Good Reason” has the meaning set forth in Participant’s employment agreement, other service agreement, or the Company’s Executive Severance and Change in Control Policy, (in each case, in existence on the Grant Date), or, if no such agreement or definition exists, means any of the following events, occurring without Participant’s prior written consent: (i) any material reduction in Participant’s base salary (other than a proportionate reduction in salary which is applied to a majority of the Employer’s employees); (ii) a material diminution of Participant’s duties or responsibilities within the Employer; and (iii) a relocation of Participant’s primary work location (or office) by a distance of more than 50 miles. Notwithstanding the foregoing, Good Reason shall only exist if Participant provides the Employer with written notice within 90 days of the initial occurrence of any of the foregoing events or conditions, and the Employer or any successor or Affiliate of the Employer fails to eliminate the conditions constituting Good Reason within 30 days after receipt of written notice of such event or condition from Participant. Participant’s resignation from employment with the Employer for Good Reason must occur within 6 months following the initial occurrence of one of the foregoing events or conditions.
    - 9 –
Performance Options - Term Sheet and Ts & Cs (2026_03_12)


EXHIBIT 10.4
INTERDIGITAL, INC.
TERM SHEET FOR RESTRICTED STOCK UNITS
(Time-Based Award)
InterDigital, Inc. (the “Company”), hereby grants to the Participant named below the number of Restricted Stock Units specified below (the “Award”), upon the terms and subject to the conditions set forth in this Term Sheet for Restricted Stock Units (the “Term Sheet”), the Standard Terms and Conditions of Restricted Stock Units (the “Terms and Conditions”) and the equity plan specified below (the “Plan”). Capitalized terms not defined herein have the meanings set forth in the Plan or the Terms and Conditions.

Plan:
The Company’s 2025 Equity Incentive Plan
Name of Participant:
%%FIRST_NAME%-% %%LAST_NAME%-%
Grant Number:
%%OPTION_NUMBER%-%
Grant Date:
%%OPTION_DATE,’Month DD, YYYY’%-%
Number of Restricted Stock Units:
%%TOTAL_SHARES_GRANTED,’999,999,999'%-%
Vesting Schedule:
The Award vests with respect to one-third of the restricted stock units on each of %%VEST_DATE_PERIOD1%-%, %%VEST_DATE_PERIOD2%-%, and %%VEST_DATE_PERIOD3%-%, if at all, subject to Participant continuing to be a Service Provider through such date, provided that the Award may vest earlier pursuant to the Terms and Conditions (the date on which all or a portion of the Award vests, the “Vesting Date”).
Pro-rated Vesting:
If Participant’s employment is terminated by the Company or any Parent, Subsidiary, or Affiliate of the Company (as applicable, the “Employer”) without Cause or by reason of Participant’s death or Disability, the Award will become cumulatively vested as to a prorated portion, subject to Participant’s execution of a release of claims in favor of the Company within 60 days following termination of employment, except that no release is required for a termination of Participant’s employment due to death or Disability. Such pro-rata portion will be determined by multiplying the total number of then-unvested Restricted Stock Units by the fraction equal to the number of days during the period beginning on the later of the Grant Date or most recent Vesting Date, if any, and ending on the final scheduled Vesting Date (the “Restricted Period”) for which Participant was employed by the Employer divided by the total number of days during the Restricted Period.
RSU Term Sheet & Standard Terms & Conditions (2026_03_12)


Accelerated Vesting:
If Participant’s employment is terminated within 1 year following a Change in Control, either by the Employer other than for Cause, death, or Disability or by Participant for Good Reason, 100% of the then-unvested portion of the Award will vest upon termination, subject to Participant’s execution of a release of claims in favor of the Company within 60 days following termination of employment.

By accepting this Term Sheet, Participant acknowledges that he or she has received and read, and agrees that this Award will be subject to, the terms of this Term Sheet, the Plan, and the Terms and Conditions.

-2-
RSU Term Sheet and Ts & Cs (2026_03_12)



INTERDIGITAL, INC.
STANDARD TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS
Pursuant to the terms of its 2025 Equity Incentive Plan (the “Plan”), InterDigital, Inc., a Pennsylvania corporation (the “Company”), has granted the individual (“Participant”) named in the Term Sheet for Restricted Stock Units (the “Term Sheet”) an award (the “Award”) of Restricted Stock Units representing the right to receive shares of Common Stock (“Shares”) as set forth in the Term Sheet on the terms and conditions as set forth in these Standard Terms and Conditions of Restricted Stock Units (the “Terms and Conditions”), including the Supplemental Terms and Conditions for Non-U.S. Participants attached hereto as Appendix A and any additional terms and conditions for Participant’s country set forth in the Addendum for Non-U.S. Participants (the “Addendum”) attached hereto as Appendix B, as applicable, (altogether, the “Award Agreement”), the Term Sheet and the Plan (which are incorporated herein by reference).
1.Grant of Restricted Stock Units. The Company has granted to Participant an Award of Restricted Stock Units, subject to all of the terms and conditions herein and in the Term Sheet and the Plan, which are incorporated herein by reference. Subject to Section 22(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan, the terms and conditions of the Term Sheet and these Terms and Conditions, the terms and conditions of the Plan will prevail. Capitalized terms not defined herein have the meanings set forth in the Plan or the Term Sheet.
2.Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units will have vested in the manner set forth in the Term Sheet or Section 3, Participant will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.
3.Payment after Vesting.
(a)General Rule. Subject to Section 7, any Restricted Stock Units that vest will be paid to Participant (or in the event of Participant’s death, to his or her properly designated beneficiary or estate) in whole Shares. Subject to the provisions of Section 3(b), such vested Restricted Stock Units will be paid in whole Shares as soon as practicable after vesting, but in each such case no later than March 15 of the year following the vesting date. In no event will Participant be permitted, directly or indirectly, to specify the taxable year of payment of any Restricted Stock Units payable under this Award Agreement.
(b)Acceleration.
(i)Discretionary Acceleration. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by the Administrator. The payment of Shares vesting pursuant to this Section 3(b) will in all cases be paid at a time or in a manner that is exempt from, or complies with, Section 409A. The prior sentence may be superseded in a future agreement or amendment to this Award Agreement only by direct and specific reference to such sentence.
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RSU Term Sheet and Ts & Cs (2026_03_12)



(ii)Notwithstanding anything in the Plan or this Award Agreement or any other agreement (whether entered into before, on or after the Grant Date), if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to Participant’s death, and if (x) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or within the 6-month period following Participant’s termination as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date 6 months and 1 day following the date of Participant’s termination as a Service Provider, unless Participant dies following his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to Participant’s estate as soon as practicable following his or her death.
(c)Section 409A. It is the intent of this Award Agreement that it and all payments and benefits hereunder be exempt from, or comply with, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). For purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, and any final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.
4.Forfeiture Upon Termination as a Service Provider. Unless otherwise provided in the Term Sheet, if Participant ceases to be a Service Provider for any or no reason, the then-unvested Restricted Stock Units awarded by this Award Agreement will thereupon be forfeited at no cost to the Company and Participant will have no further rights thereunder.
5.Tax Consequences. Participant has reviewed with his or her own tax advisors the federal, state, local, and foreign tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) will be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.
6.Death of Participant. Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (i) written notice of his or her status as transferee, and (ii) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.
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RSU Term Sheet and Ts & Cs (2026_03_12)



7.Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (iii) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (iv) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such tax withholding obligations are satisfied. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.
8.Dividend Equivalents. During the period beginning on the Grant Date as indicated in the Term Sheet and ending on the date that the Restricted Stock Units are settled or terminate, whichever occurs first, Participant will accrue Dividend Equivalents based on any dividend that would have been paid on the Restricted Stock Units had the Restricted Stock Units been issued and outstanding Shares on the record date for the dividend. The number of Restricted Stock Units credited to Participant’s account will include fractional Restricted Stock Units calculated to at least three decimal places, unless otherwise determined by the Administrator. Such accrued Dividend Equivalents will vest and become payable upon the same terms and at the same time as the Restricted Stock Units to which they relate, including any delay in payment to which the related Restricted Stock Units may be subject pursuant to Section 3. Payments of Dividend Equivalents will be net of federal, state, and local withholding taxes.
9.Rights as Shareholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a shareholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book entry form) will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant (including through electronic delivery to a brokerage account). After such issuance, recordation, and delivery, Participant will have all the rights of a shareholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.
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RSU Term Sheet and Ts & Cs (2026_03_12)



10.No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE SERVICE RECIPIENT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS RESTRICTED STOCK UNIT AWARD OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE SERVICE RECIPIENT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.
11.Grant is Not Transferable. Except to the limited extent provided in Section 6, this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.
12.Address for Notices. Any notice to be given to the Office of the General Counsel at the Company at InterDigital, Inc., 200 Bellevue Parkway, Suite 300, Wilmington, DE 19809, USA, or at such other address as the Company may hereafter designate in writing.
13.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to this Award of Restricted Stock Units by electronic means, and Participant hereby consents to receive such documents by electronic delivery.
14.No Waiver. Either party’s failure to enforce any provision or provisions of this Award Agreement will not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and will not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.
15.Successors and Assigns. The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and this Award Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Award Agreement will be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. The rights and obligations of Participant under this Award Agreement may only be assigned with the prior written consent of the Company.
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RSU Term Sheet and Ts & Cs (2026_03_12)



16.Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any state, federal or foreign law, the tax code and related regulations or under the rulings or regulations of the United States Securities and Exchange Commission or any other governmental regulatory body or the clearance, consent or approval of the United States Securities and Exchange Commission or any other governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate) hereunder, such issuance will not occur unless and until such listing, registration, qualification, rule compliance, clearance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Subject to the terms of the Award Agreement and the Plan, the Company will not be required to issue any certificate or certificates for Shares hereunder prior to the lapse of such reasonable period of time following the date of vesting of the Restricted Stock Units as the Administrator may establish from time to time for reasons of administrative convenience.
17.Interpretation. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. Neither the Administrator nor any person acting on behalf of the Administrator will be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Award Agreement.
18.Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement.
19.Amendment, Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has received an Award of Restricted Stock Units under the Plan, and has received, read, and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.
20.Modifications to the Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units.
21.Governing Law; Venue; Severability. This Award Agreement and the Restricted Stock Units are governed by the internal substantive laws, but not the choice of law rules, of the Commonwealth of Pennsylvania (USA). For purposes of litigating any dispute that arises under these Restricted Stock Units or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the Commonwealth of Pennsylvania (USA), and agree that such litigation will be conducted in the courts of Montgomery County, Pennsylvania (USA), or the federal courts for the United States for the Eastern District of Pennsylvania (USA), and no other courts. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Award Agreement will continue in full force and effect.
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RSU Term Sheet and Ts & Cs (2026_03_12)



22.Entire Agreement. The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to Participant’s interest except by means of a writing signed by the Company and Participant.
23.Non-U.S. Participants. Notwithstanding any provisions in this Award Agreement, if Participant is a resident or citizen of, or is working in, a country outside the United States at any time during the life of the Award, Participant’s participation in the Plan shall be subject to the Supplement attached hereto as Appendix A and any additional terms and conditions for Participant’s country set forth in the Addendum attached hereto as Appendix B. Moreover, if Participant transfers residence and/or employment to, or is considered a citizen or resident for local law purposes of, one of the countries included in the Addendum, the additional terms and conditions for such country will apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Supplement and the Addendum constitute part of this Award Agreement.
24.Definitions.
(a)Cause” has the meaning set forth in the Company’s Executive Severance and Change in Control Policy, if such policy is applicable to Participant, (and if such policy is terminated, as in effect immediately prior to such termination), or, if no such agreement or definition exists, means (i) willful and repeated failure of Participant to perform substantially his or her duties (other than any such failure resulting from incapacity due to physical or mental illness); (ii) Participant’s conviction of, or plea of guilty or nolo contendere to, a felony which is materially and demonstrably injurious to the Company or any Parent, Subsidiary, or Affiliate of the Company; (iii) willful misconduct or gross negligence by Participant in connection with his or her service; (iv) unsatisfactory job performance; or (v)  Participant’s breach of any material obligation or duty owed to the Company or any Parent, Subsidiary, or Affiliate of the Company.
(b)Good Reason” has the meaning set forth in Participant’s employment agreement, other service agreement, or the Company’s Executive Severance and Change in Control Policy, if such policy is applicable to Participant, (in each case, in existence on the Grant Date), or, if no such agreement or definition exists, means any of the following events, occurring without Participant’s prior written consent: (i) any material reduction in Participant’s base salary (other than a proportionate reduction in salary which is applied to a majority of the Employer’s employees); (ii) a material diminution of Participant’s duties or responsibilities within the Employer; and (iii) a relocation of Participant’s primary work location (or office) by a distance of more than 50 miles. Notwithstanding the foregoing, Good Reason shall only exist if Participant provides the Employer with written notice within 90 days of the initial occurrence of any of the foregoing events or conditions, and the Employer or any successor or Affiliate of the Employer fails to eliminate the conditions constituting Good Reason within 30 days after receipt of written notice of such event or condition from Participant. Participant’s resignation from employment with the Employer for Good Reason must occur within 6 months following the initial occurrence of one of the foregoing events or conditions.
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RSU Term Sheet and Ts & Cs (2026_03_12)



Appendix A
SUPPLEMENTAL TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS
Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan and the Award Agreement.
1.Responsibility for Taxes. This provision supplements Section 7 of the Award Agreement.
Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) is and remains Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting, or settlement of the Award, the subsequent sale of Shares acquired pursuant to the Award and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to tax in more than one jurisdiction, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
In connection with any relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items, if any, by one or a combination of the following:
(a)withholding from Participant’s wages, salary or other cash compensation payable to Participant by the Company, the Employer and/or any other Affiliate;
(b)withholding from proceeds of the sale of Shares under the Plan, either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization without further consent);
(c)withholding in Shares to be issued upon settlement of the Restricted Stock Units, or
(d)any other method determined by the Company, to the extent permitted under the Plan and applicable laws;
provided, however, that if Participant is an officer of the Company subject to Section 16 of the Exchange Act, the obligation for any Tax-Related Items will be satisfied only by one or a combination of methods (a), (b) and (d) above.
The Company may withhold or account for Tax-Related Items by considering statutory withholding rates or other applicable withholding rates, including maximum rates applicable in Participant’s jurisdiction(s). In the event of over-withholding, Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Shares equivalent), or if not refunded, Participant may seek a refund from the applicable tax authorities. In the event of under-withholding, Participant may be required to pay additional Tax-Related Items directly to the applicable tax authorities or to the Company and/or Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant will be deemed to have been issued the full number of Shares subject to the Award, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items.
Appendix A – Supplemental Terms & Conditions for Non-US Participants


Finally, Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described.
2.Nature of Grant. Participant acknowledges, understands and agrees that:
(a)the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b)the grant of the Award is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants of awards, or benefits in lieu of awards, even if awards have been granted in the past;
(c)all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
(d)Participant is voluntarily participating in the Plan;
(e)the Award and any Shares acquired under the Plan, and the income from and value of same, are not intended to replace any pension rights or compensation;
(f)the Award and any Shares acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, holiday top-up, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for or relating in any way to, past services for the Company, the Employer or any other Affiliate;
(g)unless otherwise agreed in writing with the Company, the Award and any Shares acquired under the Plan, and the income from and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate or Subsidiary;
(h)this Award and Participant’s participation in the Plan shall not create a right to employment or other service relationship, or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any other Affiliate or Subsidiary, and shall not interfere with the ability of the Company, the Employer or any other Affiliate or Subsidiary, as applicable, to terminate Participant’s employment or other service relationship, if any;
(i)the future value of the Shares underlying the Award is unknown, indeterminable, and cannot be predicted with certainty;
(j)no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the Participant’s termination as Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any);
(k)unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Award Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(l)neither the Company, the Employer nor any other Affiliate or Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to Participant pursuant to settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement.
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Appendix A – Supplemental Terms & Conditions for Non-US Participants


3.Data Privacy
Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Award Agreement and any other Award grant materials by and among, as applicable, the Employer, the Company and any other Affiliate or Subsidiary for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan.
Participant understands that the Company and the Employer hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares of stock or directorships held in the Company, details of all awards or any other entitlement to Shares or equivalent benefits awarded, cancelled, purchased, exercised, vested, unvested, or outstanding in Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.
Participant understands that Data will be transferred to CompIntelligence, Inc. and Etrade, Inc. and certain of their affiliated companies (collectively, “Stock Plan Administrator”), or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. Participant understands that the recipients of Data may be located in the United States or elsewhere, and that the recipients’ country may have different data privacy laws and protections than Participant’s country. Participant understands that Participant may request a list with the names and addresses of any potential recipients of Data by contacting Participant’s local human resources representative. Participant authorizes the Company, CompIntelligence, Inc. and Etrade, Inc. and any other possible recipients which may assist the Company, (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing Participant’s participation in the Plan, including any requisite transfer of such Data to a broker, escrow agent or other third party with whom any Shares acquired under the Plan may be deposited.
Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. Participant understands that Participant may, at any time, view Data, request information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting Participant’s local human resources representative. Further, Participant understands that Participant is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke Participant’s consent, Participant’s employment or service with the Employer will not be affected; the only consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to grant Restricted Stock Units under the Plan or other equity awards to Participant or administer or maintain such awards. Therefore, Participant understands that refusing or withdrawing Participant’s consent may affect Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that Participant may contact Participant’s local human resources representative.
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Appendix A – Supplemental Terms & Conditions for Non-US Participants


4.Insider Trading Restrictions/Market Abuse Laws. Participant acknowledges that, depending on Participant’s country, or the broker’s country, or where the Shares are listed, Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect Participant’s ability to, directly or indirectly, accept, acquire, sell, or attempt to sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units), or rights linked to the value of Shares, during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws and/or regulations in the applicable jurisdictions or Participant’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders Participant places before possessing the inside information. Furthermore, Participant may be prohibited from (i) disclosing inside information to any third party, including fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant is responsible for ensuring compliance with any applicable restrictions and should consult Participant’s personal legal advisor on this matter.
5.Foreign Asset/Account Reporting; Exchange Controls. Participant’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls that may affect Participant’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside Participant’s country. Participant may be required to report such accounts, assets or transactions to the tax or other authorities in Participant’s country. Participant also may be required to repatriate sale proceeds or other cash received as a result of Participant’s participation in the Plan to Participant’s country through a designated bank or broker and/or within a certain time after receipt. Participant acknowledges that it is Participant’s responsibility to be compliant with such regulations, and Participant is advised to consult Participant’s personal legal advisor for any details.
6.Language. By accepting the Award Agreement, Participant acknowledges and represents that Participant is sufficiently proficient in the English language, or has consulted with an advisor who is sufficiently proficient in English, so as to allow Participant to understand the terms of the Award Agreement and any other documents related to the Plan. If Participant has received a copy of this Award Agreement (or the Plan or any other document related hereto or thereto) translated into a language other than English, such translated copy is qualified in its entirety by reference to the English version of the Plan, and in the event of any conflict the English version will govern.

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Appendix A – Supplemental Terms & Conditions for Non-US Participants


Appendix B
STANDARD TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS
ADDENDUM FOR NON-U.S. PARTICIPANTS

Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan, the Award Agreement and the Supplement.
Terms and Conditions
This Addendum includes additional terms and conditions that govern the Award if Participant resides and/or works in one of the countries listed below. If Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which Participant is currently residing and/or working or if Participant moves or transfers to another country after receiving the Award, the Company will, in its sole discretion, determine the extent to which the terms and conditions herein will be applicable to Participant.
Notifications
This Addendum also includes information regarding exchange controls and certain other issues of which Participant should be aware with respect to Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of September 2022. Such laws are often complex and change frequently. Participant should not rely on the information in this Addendum as the only source of information relating to the consequences of Participant’s participation in the Plan because the information may be out of date at the time that the Award vests or Participant sells Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to Participant’s particular situation and the Company is not in a position to assure Participant of a particular result. Accordingly, Participant should seek appropriate professional advice as to how the relevant laws in Participant’s country may apply to Participant’s situation.
If Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which Participant is currently residing and/or working or if Participant moves or transfers to another country after receiving the Award, the information contained herein may not be applicable to Participant in the same manner.
European Union (“EU”) / European Economic Area (“EEA”) / United Kingdom (“UK”)
Data Privacy Notice. If Participant resides and/or works in the EU/EEA or the UK, the following provision is applicable to Participant:
The Company, with its principal office at 200 Bellevue Parkway, Suite 300, Wilmington, DE 19809, USA, is the controller responsible for the processing of Participant’s personal data by the Company and the third parties noted below.
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Appendix B – Addendum for Non-US Participants


(a)Data Collection, Processing and Usage. Pursuant to applicable data protection laws, Participant is hereby notified that the Company collects, processes and uses certain personal information about Participant for the legitimate purpose of implementing, administering and managing the Plan and generally administering equity awards, specifically Participant’s name, email address, work location, status (active, terminated, rehired), Plan eligibility, date of birth any Restricted Stock Units, and details of all options, any other entitlement to Restricted Stock Units awarded, canceled, exercised, vested, or outstanding in Participant’s favor (“Personal Data”). In granting the Restricted Stock Units under the Plan, the Company will collect, process, use, disclose and transfer (collectively, “Processing”) Personal Data for purposes of implementing, administering and managing the Plan. The Company’s legal basis for the Processing of Personal Data is the Company’s legitimate business interests of managing the Plan, administering equity awards and complying with its contractual and statutory obligations, as well as the necessity of the Processing for the Company to perform its contractual obligations under this Award Agreement and the Plan. Participant’s refusal to provide Personal Data would make it impossible for the Company to perform its contractual obligations and may affect Participant’s ability to participate in the Plan. As such, by enrolling in the Plan, Participant voluntarily acknowledges the Processing of Participant’s Personal Data as described herein.
(b)Outside Service Providers. The Company and the Employer may transfer Personal Data to the broker (currently Compensation Intelligence, Inc. and Etrade, Inc. and their affiliates), independent service providers based in the United States of America, which assist the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share the Personal Data with another company that serves in a similar manner. The Processing of Personal Data will take place through both electronic and non-electronic means. Personal Data will only be accessible by those individuals requiring access to it for purposes of implementing, administering and operating the Plan. When receiving the Personal Data, if applicable, the broker provides appropriate safeguards in accordance with the Standard Contractual Clauses or other appropriate cross-border transfer solutions. By participating in the Plan, Participant understands that the broker will Process the Personal Data for the purposes of implementing, administering and managing Participant’s participation in the Plan.
(c)International Personal Data Transfers. The Plan and Restricted Stock Units are administered in the United States of America, which means it will be necessary for Personal Data to be transferred to, and Processed in the United States of America. When transferring Personal Data to the United States of America, the Company provides appropriate safeguards in accordance with the Standard Contractual Clauses or other appropriate cross-border transfer solutions. Participant may request a copy of the appropriate safeguards with the broker or the Company by contacting Total_Rewards.
(d)Data Retention. The Company will use Personal Data only as long as is necessary to implement, administer and manage Participant’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax, exchange control, securities, and labor laws. When the Company no longer needs Personal Data related to the Plan, the Company will remove it from its systems. If the Company keeps Personal Data longer, it would be to satisfy legal or regulatory obligations and the Company’s legal basis would be for compliance with applicable law.
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Appendix B – Addendum for Non-US Participants


(e)Data Subject Rights. To the extent provided by law, Participant has the right to (i) subject to certain exceptions, request access or copies of Personal Data the Company Processes, (ii) request rectification of incorrect Personal Data, (iii) request deletion of Personal Data, (iv) place restrictions on Processing of Personal Data, (v) lodge complaints with competent authorities in Participant’s country, and/or (vi) request a list with the names and addresses of any potential recipients of Personal Data. To receive clarification regarding Participant’s rights or to exercise Participant’s rights, Participant may contact Total_Rewards@InterDigital.com. Participant also has the right to object, on grounds related to a particular situation, to the Processing of Personal Data, as well as opt-out of the Plan, in any case without cost, by contacting Total_Rewards@InterDigital.com. Participant’s provision of Personal Data is a contractual requirement. Participant understands, however, that the only consequence of refusing to provide Personal Data is that the Company may not be able to administer the Restricted Stock Units, or grant other awards or administer or maintain such awards. For more information on the consequences of the refusal to provide Personal Data, Participant may contact Total_Rewards@InterDigital.com.
Belgium
Notifications
Foreign Asset/Account Reporting Information. Belgian residents are required to report any security or bank account (including brokerage accounts) they maintain outside of Belgium on their annual tax return. In a separate report, they must provide the National Bank of Belgium with certain details regarding such foreign accounts (including the account number, bank name and country in which any such account was opened). The forms to complete this report are available on the website of the National Bank of Belgium.
Stock Exchange Tax Information. A stock exchange tax applies to transactions executed by a Belgian resident through a non-Belgian financial intermediary, such as a U.S. broker. The stock exchange tax likely will not apply when the Restricted Stock Units vest, but likely will apply when shares of Common Stock are sold. Participant should consult with a personal tax or financial advisor for additional details on Participant’s obligations with respect to the stock exchange tax.
Annual Securities Account Tax Information. A new “annual securities accounts tax” has been implemented, which imposes a 0.15% annual tax on the value of qualifying securities held in a Belgian or foreign securities account. The tax will not apply unless the total value of securities Participant holds in such an account exceeds an average of €1 million on four reference dates within the relevant reporting period (i.e., December 31, March 31, June 30 and September 30). Different payment obligations may apply, depending on whether the securities account is held with a Belgian or foreign financial institution. Participant should consult Participant’s personal tax advisor for more information regarding Participant’s annual securities accounts tax payment obligations.
Canada
Terms and Conditions
Form of Settlement. For the avoidance of doubt, the Award shall be paid in Shares only. In no event shall the Award be paid in cash, notwithstanding any discretion contained in the Plan to the contrary. This provision is without prejudice to the application of Section 7 of the Award Agreement or Section 1 of the Terms and Conditions for Non-U.S. Participants.
Termination as Service provider. This provision replaces the second paragraph of Section 4 of the Award Agreement:
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Appendix B – Addendum for Non-US Participants


For purposes of the Award, in the event Participant’s termination as Service Provider (regardless of the reason for such termination and whether or not the termination is later found to be invalid, unlawful or in breach of employment laws in the jurisdiction where Participant is providing services or the terms of Participant’s employment agreement, if any), Participant’s right to vest in the Award will terminate as of the date that is the earlier of: (i) the date of Participant’s termination as Service Provider, and (ii) the date that Participant receives notice of termination from the Employer. In either case, the date shall exclude any period during which notice, pay in lieu of notice or related payments or damages are provided or required to be provided under local law. For greater certainty, Participant will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which Participant’s right to vest terminates, nor will Participant be entitled to any compensation for lost vesting.
If, notwithstanding the foregoing, applicable employment standards legislation explicitly requires continued vesting during a statutory notice period, Participant’s right to vest in the Restricted Stock Units, if any, will terminate effective as of the last date of the minimum statutory notice period, but Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of Participant’s statutory notice period, nor will Participant be entitled to any compensation for lost vesting.
The following provisions will apply if you are a resident of Quebec:
Data Privacy. This provision supplements Section 3 of the Supplement:
Participant hereby authorizes the Company (including any Affiliate or Subsidiary) and the Company’s representatives, including the broker(s) designated by the Company, to discuss with and obtain all relevant information from all personnel, professional or non-professional, involved with the administration and operation of the Plan. Participant further authorizes the Company, any Affiliate, any Subsidiary, CompIntelligence, Inc. and Etrade, Inc., or such other broker(s) as designated by the Company, to disclose and discuss the Plan with their advisors. Participant further authorizes the Company and any Affiliate or Subsidiary to record such information and to keep such information in Participant’s employee file. Participant acknowledges and agrees that Participant’s personal information, including any sensitive personal information, may be transferred or disclosed outside the province of Quebec, including to the U.S. If applicable, Participant also acknowledges and authorizes the Company, its Affiliates, its Subsidiaries, CompIntelligence, Inc. and Etrade, Inc. to use technology for profiling purposes and to make automated decisions that may have an impact on Participant or the administration of the Plan.
French Language Documents A French translation of the Award Agreement and the Plan will be made available to the Participant as soon as reasonably practicable upon request. The Participant understands that, from time to time, additional information related to the offering of the Plan might be provided in English and such information may not be immediately available in French. However, upon request, the Company will translate into French documents related to the offering of the Plan as soon as reasonably practicable.
Documents en Langue Française. Une traduction française du présent Contrat d’Attribution et du Plan sera mise à la disposition du Participant dès que cela sera raisonnablement possible. Le Participant comprend que, de temps à autre, des informations supplémentaires relatives à l'offre du Plan peuvent être fournies en anglais et que ces informations peuvent ne pas être immédiatement disponibles en français. Cependant, sur demande, la Société traduira en français les documents relatifs à l'offre du Plan dès que cela sera raisonnablement possible.
Notifications
Securities Law Information. There may be securities law implications if you sell Shares acquired under the Plan through a broker other than a broker appointed under the Plan or if the sale does not take place through the facilities of a stock exchange outside of Canada on which the Shares are listed (i.e., the Nasdaq Global Select Market).
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Appendix B – Addendum for Non-US Participants


Foreign Asset/Account Reporting Information. Specified foreign property, including Shares and rights to receive Shares (e.g., Restricted Stock Units) of a non-Canadian company held by a Canadian resident must generally be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the specified foreign property exceeds C$100,000 at any time during the year. Thus, the Restricted Stock Units must be reported (generally at a nil cost) if the C$100,000 cost threshold is exceeded because Participant holds other specified foreign property. When Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares. The ACB ordinarily is equal to the fair market value of the Shares at the time of acquisition, but if Participant owns other Shares, this ACB may have to be averaged with the ACB of the other Shares. Participant should consult with Participant’s personal tax advisor to ensure compliance with the applicable reporting obligations.
China
Terms and Conditions
The following provisions apply only to Participants who are subject to exchange control restrictions imposed by the State Administration of Foreign Exchange (“SAFE”), as determined by the Company in its sole discretion:
Award Conditioned on Satisfaction of Regulatory Obligations. In addition to the vesting requirements set forth in the Agreement, settlement of the Restricted Stock Units is also conditioned on the Company’s completion of a registration of the Plan with SAFE and on the continued effectiveness of such registration (the “SAFE Registration Requirement”). In the event that a SAFE registration has not been completed prior to any date(s) on which the Restricted Stock Units are scheduled to vest, the Vesting Date for any such Restricted Stock Units shall instead occur as soon as practicable after the SAFE registration is completed (the “Actual Vesting Date”). Notwithstanding any provision in the Agreement, if the Participant’s employment or service is terminated prior to the Actual Vesting Date, unless otherwise determined by the Company, the Participant shall not be entitled to vest in any portion of the Restricted Stock Units and the Restricted Stock Units shall be forfeited without any liability to the Company or the Employer.
If or to the extent the Company does not complete the registration or maintain the registration, no Shares shall be issued under the Restricted Stock Units.  In this case, the Company retains the discretion to settle any Restricted Stock Units for which the vesting requirements (but not the SAFE Registration Requirement) have been met in cash paid through local payroll in an amount equal to the fair market value of the Shares subject to the Restricted Stock Units less any amount withheld to satisfy Tax-Related Items.
Shares Must Remain With Company’s Designated Broker. The Participant agrees to hold any Shares received upon settlement of the Restricted Stock Units with the Company’s designated broker until the Shares are sold.  The limitation shall apply to all Shares issued to the Participant under the Plan, whether or not the Participant remains in employed by the Company or the Employer.
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Appendix B – Addendum for Non-US Participants


Forced Sale of Shares. The Company has the discretion to arrange for the sale of the Shares issued upon settlement of the Restricted Stock Units, either immediately upon settlement or at any time thereafter.  In any event, if the Participant’s employment or service is terminated, the Participant will be required to sell all Shares acquired upon settlement of the Restricted Stock Units within such time period as required by the Company in accordance with SAFE requirements.  Any Shares remaining in the brokerage account at the end of this period shall be sold by the broker (on behalf of the Participant and the Participant hereby authorizes such sale). The Participant agrees to sign any additional agreements, forms and/or consents that reasonably may be requested by the Company (or the Company’s designated broker) to effectuate the sale of Shares (including, without limitation, as to the transfer of the sale proceeds and other exchange control matters noted below) and shall otherwise cooperate with the Company with respect to such matters.  The Participant acknowledges that neither the Company nor the designated broker is under any obligation to arrange for the sale of Shares at any particular price and that broker’s fees and similar expenses may be incurred in any such sale. In any event, when the Shares are sold, the sale proceeds, less any tax withholding, any broker’s fees or commissions, and any similar expenses of the sale will be remitted to the Participant in accordance with applicable exchange control laws and regulations.
Due to fluctuations in the Share price and/or the U.S. Dollar exchange rate between the settlement date and (if later) the date on which the Shares are sold, the sale proceeds may be more or less than the fair market value of the Shares on the Vesting Date (which is the amount relevant to determining the Participant’s tax liability). The Participant understands and agrees that the Company is not responsible for the amount of any loss the Participant may incur and that the Company assumes no liability for any fluctuation in the Share price and/or U.S. Dollar exchange rate.
Exchange Control Restrictions. The Participant understands and agrees that the Participant will be required to immediately repatriate to China the proceeds from the sale of any Shares acquired under the Plan and any cash dividends or dividend equivalents paid on such Shares. The Participant further understands that such repatriation of proceeds may need to be effected through a special bank account established by the Company (or any Subsidiary), and the Participant hereby consents and agrees that any sale proceeds and cash dividends or dividend equivalents may be transferred to such special account by the Company (or any Subsidiary) on the Participant’s behalf prior to being delivered to the Participant and that no interest shall be paid with respect to funds held in such account.
The proceeds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion.  If the proceeds are paid to the Participant in U.S. dollars, the Participant understands that a U.S. dollar bank account in China must be established and maintained so that the proceeds may be deposited into such account.  If the proceeds are paid to the Participant in local currency, the Participant acknowledges that the Company (or any Subsidiary) are under no obligation to secure any particular exchange conversion rate and that the Company (or any Subsidiary) may face delays in converting the proceeds to local currency due to exchange control restrictions.  The Participant agrees to bear any currency fluctuation risk between the time the Shares are sold and the time the net proceeds are converted into local currency and distributed to the Participant.
Exchange Control Information. Participant understands that exchange control restrictions may limit Participant’s ability to access and/or convert funds received under the Plan, particularly if these amounts exceed US$50,000. Participant should confirm the procedures and requirements for withdrawals and conversions of foreign currency with Participant’s local bank prior to the vesting of the Restricted Stock Units and the subsequent sale of any Shares. The Participant further agrees to comply with any other requirements that may be imposed by the Company (or any Subsidiary) in the future in order to facilitate compliance with exchange control requirements in China.
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Appendix B – Addendum for Non-US Participants


Foreign Asset/Account Reporting Information. Chinese residents are required to report to SAFE details of their foreign financial assets and liabilities, as well as details of any economic transactions conducted with non-Chinese residents, either directly or through financial institutions. Participant may be subject to reporting obligations for the Shares or awards acquired under the Plan and Plan-related transactions. Participant should consult with Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations Participant may have in connection with Participant’s participation in the Plan.
Finland
There are no country-specific provisions.
France
Terms and Conditions
Language Consent. By accepting the Restricted Stock Units, Participant confirms having read and understood the Plan and the Award Agreement, which were provided in the English language. Participant accepts the terms of the documents accordingly.
Consentement Relatif à la Langue Utilisée. En acceptant le droit sur des actions assujetti à des restrictions, le Participant confirme avoir lu et comprendre le Plan et le Contrat d’Attribution qui ont été transmis en langue anglaise. Le Participant accepte les dispositions de ces documents en connaissance de cause.
Notifications
Foreign Asset/Account Reporting Information. French residents holding cash or securities (including Shares acquired under the Plan) outside of France or maintaining foreign bank, securities or brokerage accounts (including accounts opened or closed during the tax year) must declare such assets and accounts to the French tax authorities when filing an annual tax return.
Tax Information. The Restricted Stock Units are not intended to qualify for special tax or social security treatment in France.
United Kingdom
Terms and Conditions
Responsibility for Taxes. Participant agrees that Participant is liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on Participant’s behalf. For the purposes of the Agreement, Tax-Related Items include (without limitation) employment income tax, employee National Insurance contributions and the employee portion of the Health and Social Care levy.
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Appendix B – Addendum for Non-US Participants


Notwithstanding the foregoing, if Participant is a director or an executive officer of the Company (within the meaning of such terms for purposes of Section 13(k) of the Exchange Act), Participant acknowledges that may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or paid by Participant, as it may be considered a loan. In this case, the amount of any income tax not collected within 90 days of the end of the U.K. tax year in which the event giving rise to the Tax-Related Item(s) occurs may constitute an additional benefit to Participant on which additional income tax and National Insurance contributions may be payable. Participant will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying the Company or the Employer (as appropriate) for the value of any employee National Insurance contributions and employee Health and Social Care levy due on this additional benefit, which the Company or the Employer may collect from Participant by any of the means referred to in the Plan or this Award Agreement.
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Appendix B – Addendum for Non-US Participants

EXHIBIT 10.5
INTERDIGITAL, INC.
TERM SHEET FOR RESTRICTED STOCK UNITS
(20XX LTCP Performance-based)
InterDigital, Inc. (the “Company”), hereby grants to the Participant named below the number of Restricted Stock Units specified below (the “Award”), upon the terms and subject to the conditions set forth in this Term Sheet for Restricted Stock Units (the “Term Sheet”), the Standard Terms and Conditions of Restricted Stock Units (the “Terms and Conditions”) and the equity plan specified below (the “Plan”). Capitalized terms not defined herein have the meanings set forth in the Plan or the Terms and Conditions or Exhibit A attached hereto.
Plan:The Company’s 2025 Equity Incentive Plan, as amended
Name of Participant:%%FIRST_NAME%-% %%LAST_NAME%-%
Grant Number:%%OPTION_NUMBER%-%
Grant Date:%%OPTION_DATE,’Month DD, YYYY’%-%
Number of Restricted Stock Units:%%TOTAL_SHARES_GRANTED, ‘999,999,999’%-%
Vesting Schedule: The Award vests upon “Vesting Date” as follows:
On [VEST DATE], if at all, subject to Participant continuing to be a Service Provider through such date and the achievement, as approved by the Human Capital Committee of the Board, of the performance goal(s), as set forth in Exhibit A, and parameters set forth in the Terms and Conditions (the date on which all or a portion of the Award vests, the “Vesting Date”); provided that the Award may vest earlier pursuant to the terms of this Term Sheet and the Terms and Conditions.
Pro-rated Vesting:If Participant’s employment is terminated by the Company or any Parent, Subsidiary, or Affiliate of the Company (as applicable, the “Employer”) without Cause or by reason of Participant’s death or Disability, in each case during the last year of a Performance Period, the Award will be eligible to vest as to a prorated portion subject to Participant’s execution of a release of claims in favor of the Company within 60 days following termination of employment, except that no release is required for a termination of Participant’s employment due to death or Disability. Such pro-rata portion will be determined by multiplying the number of Restricted Stock Units that would have otherwise become vested according to the performance goals and parameters set forth in Exhibit A (based on actual performance over the Performance Period), if any, by the fraction equal to the number of days during the period beginning on the Grant Date and ending on the Vesting Date (the “Restricted Period”) for which Participant was employed by the Employer divided by the total number of days during the Restricted Period.


PSU Term Sheet and Ts & Cs (2026_03_12)



Change in Control; Accelerated Vesting:
Upon a Change in Control, the Award (to the extent then outstanding) will be deemed earned based on the greater of target or actual performance, measured as of the day immediately prior to the Change in Control; such deemed earned Award shall remain subject to service-based vesting as described under “Vesting Schedule” above (without regard to any further performance-based conditions on Exhibit A or otherwise). For the avoidance of doubt, any reference in Section 16(c) of the Plan to vesting criteria being deemed achieved at one hundred percent (100%) of target levels shall instead refer to being deemed achieved based on the greater of target or actual performance, measured as of the day immediately prior to the Change in Control. Without limiting the generality of the foregoing, if Participant’s employment is terminated within 1 year following a Change in Control, either by the Employer other than for Cause, death, or Disability or by Participant for Good Reason, 100% of the then-unvested portion of the Award will vest upon termination, subject to Participant’s execution of a release of claims in favor of the Company within 60 days following termination of employment.
By accepting this Term Sheet, Participant acknowledges that he or she has received and read, and agrees that this Award will be subject to, the terms of this Term Sheet, the Plan, the Terms and Conditions and Exhibit A attached hereto.

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PSU Term Sheet and Ts & Cs (2026_03_12)


Exhibit A
INTERDIGITAL, INC.
STANDARD TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

Pursuant to the terms of its 2025 Equity Incentive Plan (the “Plan”), InterDigital, Inc., a Pennsylvania corporation (the “Company”), has granted the individual (“Participant”) named in the Term Sheet for Restricted Stock Units (the “Term Sheet”) an award (the “Award”) of Restricted Stock Units representing the right to receive shares of Common Stock (“Shares”) as set forth in the Term Sheet on the terms and conditions as set forth in these Standard Terms and Conditions of Restricted Stock Units (the “Terms and Conditions”), including the Supplemental Terms and Conditions for Non-U.S. Participants (the “Supplement”) attached hereto as Appendix A and any additional terms and conditions for Participant’s country set forth in the Addendum for Non-U.S. Participants (the “Addendum”) attached hereto as Appendix B, as applicable, (altogether, the “Award Agreement”), the Term Sheet and the Plan (which are incorporated herein by reference).
1.Grant of Restricted Stock Units. The Company has granted to Participant an Award of Restricted Stock Units, subject to all of the terms and conditions herein and in the Term Sheet and the Plan, which are incorporated herein by reference. Subject to Section 22(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of the Term Sheet and these Terms and Conditions, the terms and conditions of the Plan will prevail. Capitalized terms not defined herein have the meanings set forth in the Plan or the Term Sheet.
2.Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units will have vested in the manner set forth in the Term Sheet or Section 3, Participant will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.
3.Payment after Vesting.
(a)General Rule. Subject to Section 7, any Restricted Stock Units that vest will be paid to Participant (or in the event of Participant’s death, to his or her properly designated beneficiary or estate) in whole Shares. Subject to the provisions of Section 3(b), such vested Restricted Stock Units will be paid in whole Shares as soon as practicable following (i) both scoring by the Administrator of the performance goals and parameters set forth in Exhibit A and passage of the Vesting Date or (ii) if applicable, the date of the termination of employment, but in each such case no later than March 15 of the year following the date the Restricted Stock Units vest. In no event will Participant be permitted, directly or indirectly, to specify the taxable year of payment of any Restricted Stock Units payable under this Award Agreement.
(b)Acceleration.
(i)Discretionary Acceleration. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by the Administrator. The payment of Shares vesting pursuant to this Section 3(b) will in all cases be paid at a time or in a manner that is exempt from, or complies with, Section 409A. The prior sentence may be superseded in a future agreement or amendment to this Award Agreement only by direct and specific reference to such sentence.
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PSU Term Sheet and Ts & Cs (2026_03_12)


(ii)Notwithstanding anything in the Plan or this Award Agreement or any other agreement (whether entered into before, on or after the Grant Date), if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to Participant’s death, and if (x) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or within the 6-month period following Participant’s termination as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date 6 months and 1 day following the date of Participant’s termination as a Service Provider, unless Participant dies following his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to Participant’s estate as soon as practicable following his or her death.
(c)Section 409A. It is the intent of this Award Agreement that it and all payments and benefits hereunder be exempt from, or comply with, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). For purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, and any final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.
4.Forfeiture Upon Termination as a Service Provider. Unless otherwise provided in the Term Sheet, if Participant ceases to be a Service Provider for any or no reason, the then-unvested Restricted Stock Units awarded by this Award Agreement will thereupon be forfeited at no cost to the Company and Participant will have no further rights thereunder.
5.Tax Consequences. Participant has reviewed with his or her own tax advisors the federal, state, local, and foreign tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) will be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.
6.Death of Participant. Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (i) written notice of his or her status as transferee, and (ii) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.
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PSU Term Sheet and Ts & Cs (2026_03_12)


7.Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (iii) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (iv) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such tax withholding obligations are satisfied. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.
8.Dividend Equivalents. During the period beginning on the Grant Date as indicated in the Term Sheet and ending on the date that the Restricted Stock Units are settled or terminate, whichever occurs first, Participant will accrue Dividend Equivalents based on any dividend that would have been paid on the Restricted Stock Units had the Restricted Stock Units been issued and outstanding Shares on the record date for the dividend. The number of Restricted Stock Units credited to Participant’s account will include fractional Restricted Stock Units calculated to at least three decimal places, unless otherwise determined by the Administrator. Such accrued Dividend Equivalents will vest and become payable upon the same terms and at the same time as the Restricted Stock Units to which they relate, including any delay in payment to which the related Restricted Stock Units may be subject pursuant to Section 3. Payments of Dividend Equivalents will be net of federal, state, and local withholding taxes.
9.Rights as Shareholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a shareholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book entry form) will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant (including through electronic delivery to a brokerage account). After such issuance, recordation, and delivery, Participant will have all the rights of a shareholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.
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PSU Term Sheet and Ts & Cs (2026_03_12)


10.No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE SERVICE RECIPIENT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS RESTRICTED STOCK UNIT AWARD OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE SERVICE RECIPIENT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.
11.Grant is Not Transferable. Except to the limited extent provided in Section 6, this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.
12.Address for Notices. Any notice to be given to the Office of the General Counsel at the Company at InterDigital, Inc., 200 Bellevue Parkway, Suite 300, Wilmington, DE 19809, USA, or at such other address as the Company may hereafter designate in writing.
13.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to this Award of Restricted Stock Units by electronic means, and Participant hereby consents to receive such documents by electronic delivery.
14.No Waiver. Either party’s failure to enforce any provision or provisions of this Award Agreement will not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and will not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.
15.Successors and Assigns. The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and this Award Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Award Agreement will be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. The rights and obligations of Participant under this Award Agreement may only be assigned with the prior written consent of the Company.
16.Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any state, federal or foreign law, the tax code and related regulations or under the rulings or regulations of the United States Securities and Exchange Commission or any other governmental regulatory body or the clearance, consent or approval of the United States Securities and Exchange Commission or any other governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate) hereunder, such issuance will not occur unless and until such listing, registration, qualification, rule compliance, clearance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Subject to the terms of the Award Agreement and the Plan, the Company will not be required to issue any certificate or certificates for Shares hereunder prior to the lapse of such reasonable period of time following the date of vesting of the Restricted Stock Units as the Administrator may establish from time to time for reasons of administrative convenience.
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PSU Term Sheet and Ts & Cs (2026_03_12)


17.Interpretation. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. Neither the Administrator nor any person acting on behalf of the Administrator will be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Award Agreement.
18.Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement.
19.Amendment, Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has received an Award of Restricted Stock Units under the Plan, and has received, read, and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.
20.Modifications to the Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units.
21.Governing Law; Venue; Severability. This Award Agreement and the Restricted Stock Units are governed by the internal substantive laws, but not the choice of law rules, of the Commonwealth of Pennsylvania (USA). For purposes of litigating any dispute that arises under these Restricted Stock Units or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the Commonwealth of Pennsylvania (USA), and agree that such litigation will be conducted in the courts of Montgomery County, Pennsylvania (USA), or the federal courts for the United States for the Eastern District of Pennsylvania (USA), and no other courts. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Award Agreement will continue in full force and effect.
22.Entire Agreement. The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to Participant’s interest except by means of a writing signed by the Company and Participant.
23.Non-U.S. Participants. Notwithstanding any provisions in this Award Agreement, if Participant is a resident or citizen of, or is working in, a country outside the United States at any time during the life of the Award, Participant’s participation in the Plan shall be subject to the Supplement attached hereto as Appendix A and any additional terms and conditions for Participant’s country set forth in the Addendum attached hereto as Appendix B. Moreover, if Participant transfers residence and/or employment to, or is considered a citizen or resident for local law purposes of, one of the countries included in the Addendum, the additional terms and conditions for such country will apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Supplement and the Addendum constitute part of this Award Agreement.
24.Definitions.
(a)Cause” has the meaning set forth in, the Company’s Executive Severance and Change in Control Policy, if such policy is applicable to Participant, (and if such policy is terminated, as in effect immediately prior to such termination), or, if no such agreement or definition exists, means (i) willful
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PSU Term Sheet and Ts & Cs (2026_03_12)


and repeated failure of Participant to perform substantially his or her duties (other than any such failure resulting from incapacity due to physical or mental illness); (ii) Participant’s conviction of, or plea of guilty or nolo contendere to, a felony which is materially and demonstrably injurious to the Company or any Parent, Subsidiary, or Affiliate of the Company; (iii) willful misconduct or gross negligence by Participant in connection with his or her service; (iv) unsatisfactory job performance; or (v)  Participant’s breach of any material obligation or duty owed to the Company or any Parent, Subsidiary, or Affiliate of the Company.
(b)Good Reason” has the meaning set forth in Participant’s employment agreement, other service agreement, or the Company’s Executive Severance and Change in Control Policy, if such policy is applicable to Participant, (in each case, in existence on the Grant Date), or, if no such agreement or definition exists, means any of the following events, occurring without Participant’s prior written consent: (i) any material reduction in Participant’s base salary (other than a proportionate reduction in salary which is applied to a majority of the Employer’s employees); (ii) a material diminution of Participant’s duties or responsibilities within the Employer; and (iii) a relocation of Participant’s primary work location (or office) by a distance of more than 50 miles. Notwithstanding the foregoing, Good Reason shall only exist if Participant provides the Employer with written notice within 90 days of the initial occurrence of any of the foregoing events or conditions, and the Employer or any successor or Affiliate of the Employer fails to eliminate the conditions constituting Good Reason within 30 days after receipt of written notice of such event or condition from Participant. Participant’s resignation from employment with the Employer for Good Reason must occur within 6 months following the initial occurrence of one of the foregoing events or conditions.
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PSU Term Sheet and Ts & Cs (2026_03_12)


Appendix A
SUPPLEMENTAL TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS
Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan and the Award Agreement.
1.Responsibility for Taxes. This provision supplements Section 7 of the Award Agreement.
Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) is and remains Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting, or settlement of the Award, the subsequent sale of Shares acquired pursuant to the Award and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to tax in more than one jurisdiction, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
In connection with any relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items, if any, by one or a combination of the following:
(a)withholding from Participant’s wages, salary or other cash compensation payable to Participant by the Company, the Employer and/or any other Affiliate;
(b)withholding from proceeds of the sale of Shares under the Plan, either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization without further consent);
(c)withholding in Shares to be issued upon settlement of the Restricted Stock Units, or
(d)any other method determined by the Company, to the extent permitted under the Plan and applicable laws;
provided, however, that if Participant is an officer of the Company subject to Section 16 of the Exchange Act, the obligation for any Tax-Related Items will be satisfied only by one or a combination of methods (a), (b) and (d) above.
Appendix B – Addendum for Non-US Participants


The Company may withhold or account for Tax-Related Items by considering statutory withholding rates or other applicable withholding rates, including maximum rates applicable in Participant’s jurisdiction(s). In the event of over-withholding, Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Shares equivalent), or if not refunded, Participant may seek a refund from the applicable tax authorities. In the event of under-withholding, Participant may be required to pay additional Tax-Related Items directly to the applicable tax authorities or to the Company and/or Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant will be deemed to have been issued the full number of Shares subject to the Award, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items.
Finally, Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described.
2.Nature of Grant. Participant acknowledges, understands and agrees that:
(a)the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b)the grant of the Award is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants of awards, or benefits in lieu of awards, even if awards have been granted in the past;
(c)all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
(d)Participant is voluntarily participating in the Plan;
(e)the Award and any Shares acquired under the Plan, and the income from and value of same, are not intended to replace any pension rights or compensation;
(f)the Award and any Shares acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, holiday top-up, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for or relating in any way to, past services for the Company, the Employer or any other Affiliate;
(g)unless otherwise agreed in writing with the Company, the Award and any Shares acquired under the Plan, and the income from and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate or Subsidiary;
(h)this Award and Participant’s participation in the Plan shall not create a right to employment or other service relationship, or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any other Affiliate or Subsidiary, and shall not interfere with the ability of the Company, the Employer or any other Affiliate or Subsidiary, as applicable, to terminate Participant’s employment or other service relationship, if any;
(i)the future value of the Shares underlying the Award is unknown, indeterminable, and cannot be predicted with certainty;
(j)no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the Participant’s termination as Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any);
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Appendix A – Supplemental Terms & Conditions for Non-US Participants


(k)unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Award Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(l)neither the Company, the Employer nor any other Affiliate or Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to Participant pursuant to settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement.
3.Data Privacy
Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Award Agreement and any other Award grant materials by and among, as applicable, the Employer, the Company and any other Affiliate or Subsidiary for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan.
Participant understands that the Company and the Employer hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares of stock or directorships held in the Company, details of all awards or any other entitlement to Shares or equivalent benefits awarded, cancelled, purchased, exercised, vested, unvested, or outstanding in Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.
Participant understands that Data will be transferred to CompIntelligence, Inc. and Etrade, Inc. and certain of their affiliated companies (collectively, “Stock Plan Administrator”), or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. Participant understands that the recipients of Data may be located in the United States or elsewhere, and that the recipients’ country may have different data privacy laws and protections than Participant’s country. Participant understands that Participant may request a list with the names and addresses of any potential recipients of Data by contacting Participant’s local human resources representative. Participant authorizes the Company, CompIntelligence, Inc. and Etrade, Inc. and any other possible recipients which may assist the Company, (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing Participant’s participation in the Plan, including any requisite transfer of such Data to a broker, escrow agent or other third party with whom any Shares acquired under the Plan may be deposited.
Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. Participant understands that Participant may, at any time, view Data, request information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting Participant’s local human resources representative. Further, Participant understands that Participant is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke Participant’s consent, Participant’s employment or service with the Employer will not be affected; the only consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to grant Restricted Stock Units under the Plan or other equity awards to Participant or administer or maintain such awards. Therefore, Participant understands that refusing or withdrawing Participant’s consent may affect Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that Participant may contact Participant’s local human resources representative.

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Appendix A – Supplemental Terms & Conditions for Non-US Participants


4.Insider Trading Restrictions/Market Abuse Laws. Participant acknowledges that, depending on Participant’s country, or the broker’s country, or where the Shares are listed, Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect Participant’s ability to, directly or indirectly, accept, acquire, sell, or attempt to sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units), or rights linked to the value of Shares, during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws and/or regulations in the applicable jurisdictions or Participant’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders Participant places before possessing the inside information. Furthermore, Participant may be prohibited from (i) disclosing inside information to any third party, including fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant is responsible for ensuring compliance with any applicable restrictions and should consult Participant’s personal legal advisor on this matter.
5.Foreign Asset/Account Reporting; Exchange Controls. Participant’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls that may affect Participant’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside Participant’s country. Participant may be required to report such accounts, assets or transactions to the tax or other authorities in Participant’s country. Participant also may be required to repatriate sale proceeds or other cash received as a result of Participant’s participation in the Plan to Participant’s country through a designated bank or broker and/or within a certain time after receipt. Participant acknowledges that it is Participant’s responsibility to be compliant with such regulations, and Participant is advised to consult Participant’s personal legal advisor for any details.
6.Language. By accepting the Award Agreement, Participant acknowledges and represents that Participant is sufficiently proficient in the English language, or has consulted with an advisor who is sufficiently proficient in English, so as to allow Participant to understand the terms of the Award Agreement and any other documents related to the Plan. If Participant has received a copy of this Award Agreement (or the Plan or any other document related hereto or thereto) translated into a language other than English, such translated copy is qualified in its entirety by reference to the English version of the Plan, and in the event of any conflict the English version will govern.
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Appendix A – Supplemental Terms & Conditions for Non-US Participants


Appendix B
STANDARD TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS
ADDENDUM FOR NON-U.S. PARTICIPANTS

Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan, the Award Agreement and the Supplement.
Terms and Conditions
This Addendum includes additional terms and conditions that govern the Award if Participant resides and/or works in one of the countries listed below. If Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which Participant is currently residing and/or working or if Participant moves or transfers to another country after receiving the Award, the Company will, in its sole discretion, determine the extent to which the terms and conditions herein will be applicable to Participant.
Notifications
This Addendum also includes information regarding exchange controls and certain other issues of which Participant should be aware with respect to Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of September 2022. Such laws are often complex and change frequently. Participant should not rely on the information in this Addendum as the only source of information relating to the consequences of Participant’s participation in the Plan because the information may be out of date at the time that the Award vests or Participant sells Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to Participant’s particular situation and the Company is not in a position to assure Participant of a particular result. Accordingly, Participant should seek appropriate professional advice as to how the relevant laws in Participant’s country may apply to Participant’s situation.
If Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which Participant is currently residing and/or working or if Participant moves or transfers to another country after receiving the Award, the information contained herein may not be applicable to Participant in the same manner.
European Union (“EU”) / European Economic Area (“EEA”) / United Kingdom (“UK”)
Data Privacy Notice. If Participant resides and/or works in the EU/EEA or the UK, the following provision is applicable to Participant:
The Company, with its principal office at 200 Bellevue Parkway, Suite 300, Wilmington, DE 19809, USA, is the controller responsible for the processing of Participant’s personal data by the Company and the third parties noted below.
Appendix B – Addendum for Non-US Participants


(a)Data Collection, Processing and Usage. Pursuant to applicable data protection laws, Participant is hereby notified that the Company collects, processes and uses certain personal information about Participant for the legitimate purpose of implementing, administering and managing the Plan and generally administering equity awards, specifically Participant’s name, email address, work location, status (active, terminated, rehired), Plan eligibility, date of birth any Restricted Stock Units, and details of all options, any other entitlement to Restricted Stock Units awarded, canceled, exercised, vested, or outstanding in Participant’s favor (“Personal Data”). In granting the Restricted Stock Units under the Plan, the Company will collect, process, use, disclose and transfer (collectively, “Processing”) Personal Data for purposes of implementing, administering and managing the Plan. The Company’s legal basis for the Processing of Personal Data is the Company’s legitimate business interests of managing the Plan, administering equity awards and complying with its contractual and statutory obligations, as well as the necessity of the Processing for the Company to perform its contractual obligations under this Award Agreement and the Plan. Participant’s refusal to provide Personal Data would make it impossible for the Company to perform its contractual obligations and may affect Participant’s ability to participate in the Plan. As such, by enrolling in the Plan, Participant voluntarily acknowledges the Processing of Participant’s Personal Data as described herein.
(b)Outside Service Providers. The Company and the Employer may transfer Personal Data to the broker (currently Compensation Intelligence, Inc. and Etrade, Inc. and their affiliates), independent service providers based in the United States of America, which assist the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share the Personal Data with another company that serves in a similar manner. The Processing of Personal Data will take place through both electronic and non-electronic means. Personal Data will only be accessible by those individuals requiring access to it for purposes of implementing, administering and operating the Plan. When receiving the Personal Data, if applicable, the broker provides appropriate safeguards in accordance with the Standard Contractual Clauses or other appropriate cross-border transfer solutions. By participating in the Plan, Participant understands that the broker will Process the Personal Data for the purposes of implementing, administering and managing Participant’s participation in the Plan.
(c)International Personal Data Transfers. The Plan and Restricted Stock Units are administered in the United States of America, which means it will be necessary for Personal Data to be transferred to, and Processed in the United States of America. When transferring Personal Data to the United States of America, the Company provides appropriate safeguards in accordance with the Standard Contractual Clauses or other appropriate cross-border transfer solutions. Participant may request a copy of the appropriate safeguards with the broker or the Company by contacting Total_Rewards.
(d)Data Retention. The Company will use Personal Data only as long as is necessary to implement, administer and manage Participant’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax, exchange control, securities, and labor laws. When the Company no longer needs Personal Data related to the Plan, the Company will remove it from its systems. If the Company keeps Personal Data longer, it would be to satisfy legal or regulatory obligations and the Company’s legal basis would be for compliance with applicable law.
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Appendix B – Addendum for Non-US Participants


(e)Data Subject Rights. To the extent provided by law, Participant has the right to (i) subject to certain exceptions, request access or copies of Personal Data the Company Processes, (ii) request rectification of incorrect Personal Data, (iii) request deletion of Personal Data, (iv) place restrictions on Processing of Personal Data, (v) lodge complaints with competent authorities in Participant’s country, and/or (vi) request a list with the names and addresses of any potential recipients of Personal Data. To receive clarification regarding Participant’s rights or to exercise Participant’s rights, Participant may contact Total_Rewards@InterDigital.com. Participant also has the right to object, on grounds related to a particular situation, to the Processing of Personal Data, as well as opt-out of the Plan, in any case without cost, by contacting Total_Rewards@InterDigital.com. Participant’s provision of Personal Data is a contractual requirement. Participant understands, however, that the only consequence of refusing to provide Personal Data is that the Company may not be able to administer the Restricted Stock Units, or grant other awards or administer or maintain such awards. For more information on the consequences of the refusal to provide Personal Data, Participant may contact Total_Rewards@InterDigital.com.
Belgium
Notifications
Foreign Asset/Account Reporting Information. Belgian residents are required to report any security or bank account (including brokerage accounts) they maintain outside of Belgium on their annual tax return. In a separate report, they must provide the National Bank of Belgium with certain details regarding such foreign accounts (including the account number, bank name and country in which any such account was opened). The forms to complete this report are available on the website of the National Bank of Belgium.
Stock Exchange Tax Information. A stock exchange tax applies to transactions executed by a Belgian resident through a non-Belgian financial intermediary, such as a U.S. broker. The stock exchange tax likely will not apply when the Restricted Stock Units vest, but likely will apply when shares of Common Stock are sold. Participant should consult with a personal tax or financial advisor for additional details on Participant’s obligations with respect to the stock exchange tax.
Annual Securities Account Tax Information. A new “annual securities accounts tax” has been implemented, which imposes a 0.15% annual tax on the value of qualifying securities held in a Belgian or foreign securities account. The tax will not apply unless the total value of securities Participant holds in such an account exceeds an average of €1 million on four reference dates within the relevant reporting period (i.e., December 31, March 31, June 30 and September 30). Different payment obligations may apply, depending on whether the securities account is held with a Belgian or foreign financial institution. Participant should consult Participant’s personal tax advisor for more information regarding Participant’s annual securities accounts tax payment obligations.
Canada
Terms and Conditions
Form of Settlement. For the avoidance of doubt, the Award shall be paid in Shares only. In no event shall the Award be paid in cash, notwithstanding any discretion contained in the Plan to the contrary. This provision is without prejudice to the application of Section 7 of the Award Agreement or Section 1 of the Terms and Conditions.
Termination as Service provider. This provision replaces the second paragraph of Section 4 of the Award Agreement:
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Appendix B – Addendum for Non-US Participants


For purposes of the Award, in the event Participant’s termination as Service Provider (regardless of the reason for such termination and whether or not the termination is later found to be invalid, unlawful or in breach of employment laws in the jurisdiction where Participant is providing services or the terms of Participant’s employment agreement, if any), Participant’s right to vest in the Award will terminate as of the date that is the earlier of: (i) the date of Participant’s termination as Service Provider, and (ii) the date that Participant receives notice of termination from the Employer. In either case, the date shall exclude any period during which notice, pay in lieu of notice or related payments or damages are provided or required to be provided under local law. For greater certainty, Participant will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which Participant’s right to vest terminates, nor will Participant be entitled to any compensation for lost vesting.
If, notwithstanding the foregoing, applicable employment standards legislation explicitly requires continued vesting during a statutory notice period, Participant’s right to vest in the Restricted Stock Units, if any, will terminate effective as of the last date of the minimum statutory notice period, but Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of Participant’s statutory notice period, nor will Participant be entitled to any compensation for lost vesting.
The following provisions will apply if you are a resident of Quebec:
Data Privacy. This provision supplements Section 3 of the Terms and Conditions for Non-U.S. Participants:
Participant hereby authorizes the Company (including any Affiliate or Subsidiary) and the Company’s representatives, including the broker(s) designated by the Company, to discuss with and obtain all relevant information from all personnel, professional or non-professional, involved with the administration and operation of the Plan. Participant further authorizes the Company, any Affiliate, any Subsidiary, CompIntelligence, Inc. and Etrade, Inc., or such other broker(s) as designated by the Company, to disclose and discuss the Plan with their advisors. Participant further authorizes the Company and any Affiliate or Subsidiary to record such information and to keep such information in Participant’s employee file. Participant acknowledges and agrees that Participant’s personal information, including any sensitive personal information, may be transferred or disclosed outside the province of Quebec, including to the U.S. If applicable, Participant also acknowledges and authorizes the Company, its Affiliates, its Subsidiaries, CompIntelligence, Inc. and Etrade, Inc. to use technology for profiling purposes and to make automated decisions that may have an impact on Participant or the administration of the Plan.
French Language Documents A French translation of the Award Agreement and the Plan will be made available to the Participant as soon as reasonably practicable. The Participant understands that, from time to time, additional information related to the offering of the Plan might be provided in English and such information may not be immediately available in French. However, upon request, the Company will translate into French documents related to the offering of the Plan as soon as reasonably practicable.
Documents en Langue Française. Une traduction française du présent Contrat d’Attribution et du Plan sera mise à la disposition du Participant dès que cela sera raisonnablement possible. Le Participant comprend que, de temps à autre, des informations supplémentaires relatives à l’offre du Plan peuvent être fournies en anglais et que ces informations peuvent ne pas être immédiatement disponibles en français. Cependant, sur demande, la Société traduira en français les documents relatifs à l’offre du Plan dès que cela sera raisonnablement possible.
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Appendix B – Addendum for Non-US Participants


Notifications
Securities Law Information. There may be securities law implications if you sell Shares acquired under the Plan through a broker other than a broker appointed under the Plan or if the sale does not take place through the facilities of a stock exchange outside of Canada on which the Shares are listed (i.e., the Nasdaq Global Select Market).
Foreign Asset/Account Reporting Information. Specified foreign property, including Shares and rights to receive Shares (e.g., Restricted Stock Units) of a non-Canadian company held by a Canadian resident must generally be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the specified foreign property exceeds C$100,000 at any time during the year. Thus, the Restricted Stock Units must be reported (generally at a nil cost) if the C$100,000 cost threshold is exceeded because Participant holds other specified foreign property. When Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares. The ACB ordinarily is equal to the fair market value of the Shares at the time of acquisition, but if Participant owns other Shares, this ACB may have to be averaged with the ACB of the other Shares. Participant should consult with Participant’s personal tax advisor to ensure compliance with the applicable reporting obligations.
China
Terms and Conditions
The following provisions apply only to Participants who are subject to exchange control restrictions imposed by the State Administration of Foreign Exchange (“SAFE”), as determined by the Company in its sole discretion:
Award Conditioned on Satisfaction of Regulatory Obligations. In addition to the vesting requirements set forth in the Agreement, settlement of the Restricted Stock Units is also conditioned on the Company’s completion of a registration of the Plan with SAFE and on the continued effectiveness of such registration (the “SAFE Registration Requirement”). In the event that a SAFE registration has not been completed prior to any date(s) on which the Restricted Stock Units are scheduled to vest, the Vesting Date for any such Restricted Stock Units shall instead occur as soon as practicable after the SAFE registration is completed (the “Actual Vesting Date”). Notwithstanding any provision in the Agreement, if the Participant’s employment or service is terminated prior to the Actual Vesting Date, unless otherwise determined by the Company, the Participant shall not be entitled to vest in any portion of the Restricted Stock Units and the Restricted Stock Units shall be forfeited without any liability to the Company or the Employer.
If or to the extent the Company does not complete the registration or maintain the registration, no Shares shall be issued under the Restricted Stock Units.  In this case, the Company retains the discretion to settle any Restricted Stock Units for which the vesting requirements (but not the SAFE Registration Requirement) have been met in cash paid through local payroll in an amount equal to the fair market value of the Shares subject to the Restricted Stock Units less any amount withheld to satisfy Tax-Related Items.
Shares Must Remain With Company’s Designated Broker. The Participant agrees to hold any Shares received upon settlement of the Restricted Stock Units with the Company’s designated broker until the Shares are sold.  The limitation shall apply to all Shares issued to the Participant under the Plan, whether or not the Participant remains in employed by the Company or the Employer.
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Appendix B – Addendum for Non-US Participants


Forced Sale of Shares. The Company has the discretion to arrange for the sale of the Shares issued upon settlement of the Restricted Stock Units, either immediately upon settlement or at any time thereafter.  In any event, if the Participant’s employment or service is terminated, the Participant will be required to sell all Shares acquired upon settlement of the Restricted Stock Units within such time period as required by the Company in accordance with SAFE requirements.  Any Shares remaining in the brokerage account at the end of this period shall be sold by the broker (on behalf of the Participant and the Participant hereby authorizes such sale). The Participant agrees to sign any additional agreements, forms and/or consents that reasonably may be requested by the Company (or the Company’s designated broker) to effectuate the sale of Shares (including, without limitation, as to the transfer of the sale proceeds and other exchange control matters noted below) and shall otherwise cooperate with the Company with respect to such matters.  The Participant acknowledges that neither the Company nor the designated broker is under any obligation to arrange for the sale of Shares at any particular price and that broker’s fees and similar expenses may be incurred in any such sale. In any event, when the Shares are sold, the sale proceeds, less any tax withholding, any broker’s fees or commissions, and any similar expenses of the sale will be remitted to the Participant in accordance with applicable exchange control laws and regulations.
Due to fluctuations in the Share price and/or the U.S. Dollar exchange rate between the settlement date and (if later) the date on which the Shares are sold, the sale proceeds may be more or less than the fair market value of the Shares on the Vesting Date (which is the amount relevant to determining the Participant’s tax liability). The Participant understands and agrees that the Company is not responsible for the amount of any loss the Participant may incur and that the Company assumes no liability for any fluctuation in the Share price and/or U.S. Dollar exchange rate.
Exchange Control Restrictions. The Participant understands and agrees that the Participant will be required to immediately repatriate to China the proceeds from the sale of any Shares acquired under the Plan and any cash dividends or dividend equivalents paid on such Shares. The Participant further understands that such repatriation of proceeds may need to be effected through a special bank account established by the Company (or any Subsidiary), and the Participant hereby consents and agrees that any sale proceeds and cash dividends or dividend equivalents may be transferred to such special account by the Company (or any Subsidiary) on the Participant’s behalf prior to being delivered to the Participant and that no interest shall be paid with respect to funds held in such account.
The proceeds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion.  If the proceeds are paid to the Participant in U.S. dollars, the Participant understands that a U.S. dollar bank account in China must be established and maintained so that the proceeds may be deposited into such account.  If the proceeds are paid to the Participant in local currency, the Participant acknowledges that the Company (or any Subsidiary) are under no obligation to secure any particular exchange conversion rate and that the Company (or any Subsidiary) may face delays in converting the proceeds to local currency due to exchange control restrictions.  The Participant agrees to bear any currency fluctuation risk between the time the Shares are sold and the time the net proceeds are converted into local currency and distributed to the Participant.
Exchange Control Information. Participant understands that exchange control restrictions may limit Participant’s ability to access and/or convert funds received under the Plan, particularly if these amounts exceed US$50,000. Participant should confirm the procedures and requirements for withdrawals and conversions of foreign currency with Participant’s local bank prior to the vesting of the Restricted Stock Units and the subsequent sale of any Shares. The Participant further agrees to comply with any other requirements that may be imposed by the Company (or any Subsidiary) in the future in order to facilitate compliance with exchange control requirements in China.
Foreign Asset/Account Reporting Information. Chinese residents are required to report to SAFE details of their foreign financial assets and liabilities, as well as details of any economic transactions conducted with non-Chinese residents, either directly or through financial institutions. Participant may be subject to reporting obligations for the Shares or awards acquired under the Plan and Plan-related transactions. Participant should
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Appendix B – Addendum for Non-US Participants


consult with Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations Participant may have in connection with Participant’s participation in the Plan.
Finland
There are no country-specific provisions.
France
Terms and Conditions
Language Consent. By accepting the Restricted Stock Units, Participant confirms having read and understood the Plan and the Award Agreement, which were provided in the English language. Participant accepts the terms of the documents accordingly.
Consentement Relatif à la Langue Utilisée. En acceptant le droit sur des actions assujetti à des restrictions, le Participant confirme avoir lu et comprendre le Plan et le Contrat d’Attribution qui ont été transmis en langue anglaise. Le Participant accepte les dispositions de ces documents en connaissance de cause.
Notifications
Foreign Asset/Account Reporting Information. French residents holding cash or securities (including Shares acquired under the Plan) outside of France or maintaining foreign bank, securities or brokerage accounts (including accounts opened or closed during the tax year) must declare such assets and accounts to the French tax authorities when filing an annual tax return.
Tax Information. The Restricted Stock Units are not intended to qualify for special tax or social security treatment in France.
United Kingdom
Terms and Conditions
Responsibility for Taxes. Participant agrees that Participant is liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on Participant’s behalf. For the purposes of the Agreement, Tax-Related Items include (without limitation) employment income tax, employee National Insurance contributions and the employee portion of the Health and Social Care levy.
Notwithstanding the foregoing, if Participant is a director or an executive officer of the Company (within the meaning of such terms for purposes of Section 13(k) of the Exchange Act), Participant acknowledges that may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or paid by Participant, as it may be considered a loan. In this case, the amount of any income tax not collected within 90 days of the end of the U.K. tax year in which the event giving rise to the Tax-Related Item(s) occurs may constitute an additional benefit to Participant on which additional income tax and National Insurance contributions may be payable. Participant will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying the Company or the Employer (as appropriate) for the value of any employee National Insurance contributions and employee Health and Social Care levy due on this additional benefit, which the Company or the Employer may collect from Participant by any of the means referred to in the Plan or this Award Agreement.
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Appendix B – Addendum for Non-US Participants

EXHIBIT 31.1
CERTIFICATIONS
I, Liren Chen, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of InterDigital, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 30, 2026
/s/ Liren Chen   
 Liren Chen  
 
President and Chief Executive Officer 
 



EXHIBIT 31.2
CERTIFICATIONS
I, Richard J. Brezski, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of InterDigital, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 30, 2026
/s/ Richard J. Brezski 
 Richard J. Brezski 
 
Chief Financial Officer 
 



EXHIBIT 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Quarterly Report on Form 10-Q of InterDigital, Inc. (the “Company”) for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Liren Chen, President and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 30, 2026
/s/ Liren Chen  
 Liren Chen 
 
President and Chief Executive Officer 
 



EXHIBIT 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Quarterly Report on Form 10-Q of InterDigital, Inc. (the “Company”) for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard J. Brezski, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 30, 2026
/s/ Richard J. Brezski 
 Richard J. Brezski 
 
Chief Financial Officer