📜 What This Document Is 📝

This filing is a Preliminary Proxy Statement (Form 14A). Think of this document as the official agenda and instruction manual for the company's annual shareholder meeting. It tells you what matters the company wants you to vote on, who is running the company, and how shareholders can participate.

👉 Key Takeaway: Because this is a proxy statement, the document focuses almost entirely on governance—the rules, structure, and leadership—rather than on the company's quarterly financial results.

🏢 What InterDigital Does 📡

While this document doesn't detail InterDigital's daily operations, it establishes the company's role in the broader technology and communications space. InterDigital is a corporation whose activities are tied to the complex technological ecosystems that power connectivity and data transmission.

👉 In simple terms: The company is a significant player in the global communications and wireless technology sector, dealing with intellectual property (IP) that governs how technology connects.

📅 Meeting Logistics and Voting Rules 🗳️

The annual meeting of shareholders is scheduled for Wednesday, June 10, 2026, at 2:00 PM Eastern Time. Since the meeting is virtual, you must attend online via a live webcast at www.virtualshareholdermeeting.com/IDCC2026.

• Who can vote? Only shareholders of record at the close of business on April 15, 2026 (the "record date") are entitled to vote. On that date, there were 25,859,613 shares of common stock outstanding.
• How do I vote? You must cast your vote by 11:59 PM Eastern Time on June 9, 2026.
• What is a Quorum? A quorum is the minimum number of shares that must be represented (either in person, virtually, or by proxy) for the meeting to legally conduct business. The company recommends a majority of shares entitled to vote as a quorum.
• 🚨 Action Required: For the virtual meeting, you must visit the designated website and complete an online check-in process, which requires a 16-digit control number.

👨‍⚖️ Board Governance and Oversight 🛡️

The Board of Directors sets the overall rules and guardrails for how the company operates. This section outlines the governance structure, including the Board’s various committees, which act as specialized oversight groups.

• Leadership Separation: The Board maintains a policy that the Chairman of the Board and the Chief Executive Officer (CEO) should be separate individuals. This structure is viewed as beneficial for ensuring independent oversight and promoting robust strategy development.
• Risk Oversight: The Board is ultimately responsible for overseeing all major risks (such as cyber security and data privacy). This responsibility is primarily delegated to the Audit Committee.
• Director Attendance: The Board met four times during 2025, and all eight directors attended the 2025 annual meeting of shareholders.

📚 The Core Governance Committees 💼

The Board relies on four powerful, specialized committees, each comprised entirely of independent directors. They handle critical tasks ranging from financial audits to executive pay.

• 🔬 Audit Committee: This committee oversees financial integrity. Its duties are extensive, including reviewing annual and quarterly financial statements, selecting and overseeing the external accounting firm, and reviewing the company’s internal controls and cybersecurity risk management.
• 💵 Human Capital Committee: This committee focuses on people and pay. It reviews and approves the compensation for the CEO and other executives, oversees succession planning, and reviews the company's overall policies on employee awards.
• 👑 Nominating and Corporate Governance Committee: This committee is responsible for the health and structure of the Board itself. It recommends criteria for new directors, assesses the performance of current directors, and reviews the company's corporate governance principles.
• 💰 Finance Committee: This committee manages the company's financial policy and structure. It advises the Board on issues like the issuance of new securities (debt or equity), cash management, and strategic investments or divestitures.

🏆 Proposals for Shareholder Vote 🗳️

Shareholders must vote on five specific matters at the annual meeting. The Board of Directors unanimously recommends voting FOR all proposals.

• 1. Election of Directors (Proposal 1): Shareholders will vote to elect eight nominees, each for a one-year term. The board believes these nominees bring diverse, high-level expertise in IP licensing, media, and technology.
• 2. Bylaws Amendment (Proposal 2): This seeks to amend the company's bylaws to allow for "Officer Exculpation" as permitted by new Pennsylvania state law. This simply means that, like directors, officers could be shielded from personal financial liability for certain actions, strengthening the company's ability to attract top talent.
• 3. Executive Compensation (Proposal 3): Shareholders vote on an advisory resolution approving executive compensation. This is a non-binding vote, but it shows the company’s management accountability to its shareholders.
• 4. Independent Public Accounting Firm (Proposal 4): Shareholders vote to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026.

👤 Director Qualifications and Expertise 🎓

The nominees are highly experienced industry veterans. The Board has carefully selected directors to provide diverse skills that cover multiple aspects of the modern tech industry.

• Liren Chen (CEO): Provides deep expertise in intellectual property (IP) and technology development, having previously led IP strategy at Qualcomm.
• Derek K. Aberle: Offers decades of experience in patent licensing and global business acumen, particularly from his time at Qualcomm.
• Samir Armaly: Is highlighted as a recognized IP expert with experience running one of the world's largest patent licensing businesses.
• Joan H. Gillman: Brings over 20 years of executive experience in the media and communications industries, useful for navigating content development and distribution.
• S. Douglas Hutcheson (Chairman): Provides significant operational and financial expertise from his time as a former CEO of a wireless communications company.
• John A. Kritzmacher: Is a veteran of the telecommunications sector, bringing deep operational leadership and financial expertise.
• John D. Markley, Jr.: Offers private equity and operating experience, particularly in communications and media investment.
• Jean F. Rankin: Provides extensive legal expertise in intellectual property licensing and corporate governance.

💡 Key Governance Policies 📜

The company maintains strict policies to protect its reputation and its shareholders.

• Code of Ethics: All employees, directors, and consultants must adhere to a Code of Ethics, which the Audit Committee reviews annually.
• Insider Trading Policy: This policy strictly governs how directors and employees buy or sell company stock, preventing potential conflicts of interest and ensuring compliance with federal laws.

📞 For More Information and Voting ℹ️

If you have questions, the company provides specific contacts for various types of inquiries:

• General Shareholder Inquiries: You can write to the Corporate Secretary at InterDigital, Inc., 200 Bellevue Parkway, Suite 300, Wilmington, Delaware 19809-3727, or email [email protected].
• Accounting Concerns: Concerns regarding accounting, internal control, or federal securities law matters should be written to the Corporate Secretary at the same Wilmington, Delaware address, as this goes directly to the Audit Committee Chair.
• Website: The Notice of Meeting and Proxy Statement and 2025 Annual Report are available at http://ir.interdigital.com/FinancialDocs.

🧠 The Analogy 🛠️

Think of the Board of Directors and the Proxy Statement like the steering committee of a large ship. The directors (the steering committee) don't personally sail the ship, but they are responsible for creating the complex rules, setting the destination (strategy), managing the crew (executive compensation), and making sure the ship is seaworthy (financial audits). The Proxy Statement is the playbook that tells all the passengers (shareholders) exactly when, where, and how they must vote on who gets to direct the ship for the next year.

🧩 Final Takeaway 🚀

The filing is a comprehensive corporate governance package designed to reassure shareholders about the robust structure, high level of expertise, and strict oversight mechanisms in place at InterDigital. While no revenue figures are given, the document signals that corporate stability and strong leadership are the company's key focus areas.