Xperi Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number:001-41486

(Exact Name of Registrant as Specified in Its Charter)

(408)519-9100

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act. Yes☐ No ☒

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 (§ 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:

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.☐

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act). Yes☐ No☒

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 28, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $370.3 million, based on the closing price of $8.21 for shares of the registrant's common stock as reported for such date by the New York Stock Exchange.

The number of shares outstanding of the registrant’s common stock as of February 10, 2025 was 44,388,930.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the registrant’s Proxy Statement for the registrant’s 2025 Annual Meeting of Stockholders will be filed with the Commission within 120 days after the close of the registrant’s 2024 fiscal year and are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2024

TABLE OF CONTENTS

Cautionary Statement Regarding Forward-Looking Statements

This annual report on Form 10-K (this “Annual Report”) contains forward-looking statements, which are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “anticipates,” “plans,” “believes,” “seeks,” “estimates,” “could,” “would,” “may,” “will,” “intends,” “potentially,” “projects,” “targets” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this Annual Report. The identification of certain statements as “forward-looking” is not intended to mean that other statements not specifically identified are not forward-looking. All statements other than statements about historical facts are statements that could be deemed forward-looking statements, including, but not limited to, statements that relate to our future revenue, product development, demand, acceptance and market share, growth rate, competitiveness, gross margins, levels of research, development and other related costs, expenditures, tax expenses, cash flows, our management’s plans and objectives for our current and future operations, expectations regarding media consumption, payment of our promissory note upon maturity, the levels of customer spending or research and development activities, the impact of any acquisitions or divestitures on our financial condition and results of operations, general economic conditions, future repurchases under our repurchase program, and the sufficiency of financial resources to support future operations and capital expenditures.

Although forward-looking statements in this Annual Report 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 are inherently subject to risks, uncertainties, and changes in condition, significance, value and effect, including those discussed below under the heading “Risk Factors” within Part I, Item 1A of this Annual Report and other documents we file from time to time with the U.S. Securities and Exchange Commission (the “SEC”), such as our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K. Such risks, uncertainties and changes in condition, significance, value and effect could cause our actual results to differ materially from those expressed herein and in ways not readily foreseeable. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report and are based on information currently and reasonably known to us. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report, other than as required by law. Readers are urged to carefully review and consider the various disclosures made in this Annual Report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

Market and Industry Data

Unless otherwise indicated, information contained in this Annual Report concerning our industry and the markets in which we operate, including our general expectations, statistics and market opportunity, is based on our management’s estimates and research, as well as industry and general publications and research, surveys and studies conducted by third parties. We believe the information from these third‑party publications, research, surveys and studies included in this Annual Report on Form 10-K is reliable. Management’s estimates are derived from publicly available information, their knowledge of our industry and their assumptions based on such information and knowledge, which we believe to be reasonable. This data involves a number of assumptions and limitations which are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in this Annual Report under Item 1A. “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates.

Summary of Risk Factors

We are providing the following summary of the risk factors contained in this Annual Report on Form 10-K to enhance the readability and accessibility of our risk factor disclosures. This summary does not address all the risks that we face. We encourage you to carefully review the full risk factors contained in this Annual Report on Form 10-K in their entirety for additional information regarding the material factors that make an investment in our securities speculative or risky. The primary categories by which we classify risks include those related to: (i) our business, (ii) cybersecurity, reliability and data privacy, (iii) intellectual property, (iv) macroeconomic conditions, (v) financial matters, (vi) regulatory and legal matters, (vii) our Separation from our Former Parent, and (viii) ownership of our common stock. Set forth below within each of these categories is a summary of the principal factors that make an investment in our common stock speculative or risky.

Risks Related to Our Business Operations

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our ability to develop and timely deliver innovative technologies and services;

•

the highly competitive nature of our industry;

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our monetization strategy may not be successful;

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our ability to develop, maintain, and expand key relationships with TV OEMs and content publishers;

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our ability to manage our disparate business operations efficiently;

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our ability to generate revenue from royalty-based and advertising-based revenue models;

•

licensees delaying, refusing or being unable to make payments to us due to financial difficulties or otherwise;

•

attracting and retaining the qualified and skilled employees needed to support our business;

•

competition in the provision of entertainment offerings involving the distribution of digital content provided by third-party application and content providers through broadband;

•

our ability to successfully pursue and execute acquisitions and divestitures;

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our ability to maintain enough content released in the DTS audio format;

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the sufficiency of demand for our Connected Car technologies to sustain projected growth;

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our ability to penetrate the streaming and downloadable content delivery markets;

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the interoperability of our technologies with consumer hardware devices;

•

investments in new products and services achieving technological feasibility or profitability, or limiting our growth;

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the use of artificial intelligence technologies that could subject us to risks;

•

errors, defects, or unintended performance problems that could render our products or services inoperable;

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our reliance on third parties to design, manufacture, distribute and supply hardware devices upon which our TiVo software and services operate;

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the time and expense of qualifying, certifying and supporting our technologies, products and services;

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our ability to expand our international sales and operations;

Risks Related to Cybersecurity, Reliability, and Data Privacy

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cybersecurity and stability risks, information technology system failures, and security breaches;

•

legal obligations and potential liability or reputational harm related to our collection, storage, use, and other processing of personal and confidential information;

Risks Related to Intellectual Property

•

intellectual property infringement claims and litigation resulting in significant costs or the loss of important intellectual property rights important to our products and services;

•

failure or inability to protect or enforce our intellectual property, contract rights or confidential information;

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failure to protect our brand from third-party infringement or increase our brand awareness;

•

our use of open source software and restrictions on how we use or distribute our software;

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unauthorized use of third-party artificial intelligence applications by our employees or consultants;

•

our agreements to indemnify certain of our partners and customers if our technology is alleged to infringe on third parties’ intellectual property rights;

•

governmental and industry standards that may significantly limit our business opportunities;

Risks Related to Macroeconomic Conditions

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the impact of macroeconomic conditions, natural disasters, geopolitical conflicts, or other natural or man-made catastrophic events on our business;

Risks Related to Financial Matters

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changes in our tax rates or exposure to additional tax assessments;

•

significant concentration of credit risk;

Risks Related to Regulatory and Legal Matters

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enactment of or changes to government regulation or laws related to our internet, video, advertising and other areas of our business;

•

compliance with new regulations related to artificial intelligence;

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compliance with laws and regulations related to the payment of income taxes and collection of indirect taxes;

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changes to U.S. or foreign taxation laws or regulations;

•

litigation, claims, regulatory inquiries, investigations, and other legal proceedings;

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evolving state and federal laws and regulations relating to our advertising, marketing and sales directly to consumers;

Risks Related to the Separation

•

failure of the Former Parent’s distribution (the “Distribution”) of 100% of the shares of Xperi’s common stock to holders of our Former Parent’s common stock upon the spin-off to qualify for non-recognition treatment for U.S. federal income tax purposes;

•

indemnification liability if the Distribution and other related transactions are taxable to our Former Parent;

•

continuing contingent tax-related liabilities of our Former Parent;

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adjustments of our tax accounts if our Former Parent utilizes certain pre-Separation tax attributes;

•

our indemnification obligations to our Former Parent for certain liabilities, and our Former Parent’s ability to satisfy its indemnification obligations to us;

Risks Related to Ownership of Our Common Stock

•

uncertainty that an active trading market for our common stock will be sustained;

•

our inability to guarantee the timing, amount or payment of dividends, if any, on our common stock in the future;

•

dilution of a stockholder’s percentage of ownership in us in the future;

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provisions in our charter and bylaws, Delaware Law and in the Tax Matters Agreement that may prevent or delay an acquisition of us;

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the limitations resulting from our selection of the Delaware Court of Chancery and the U.S. federal district courts as the exclusive forums for substantially all disputes between us and our stockholders; and

•

the limitations resulting from our status as an emerging growth company.