IDCC requires executives to sign arbitration agreements for severance benefits

Rhea-AI Filing Summary

On September 4, 2025, the Human Capital Committee of InterDigital, Inc. approved an amendment to the company’s Executive Severance and Change in Control Policy requiring that eligible executives enter into a mutual individual arbitration agreement with the company to receive the Policy’s benefits. The Agreement, as described, generally requires employment-related claims to be resolved through binding arbitration subject to specified exceptions. The amended Policy and the form of the Agreement will be filed as exhibits to InterDigital’s quarterly report for the period ending September 30, 2025.

Positive

• Policy amendment announced requiring a clear condition (arbitration agreement) for executives to receive severance/change-in-control benefits
• Resolution mechanism specified—the Agreement generally requires employment-related claims to be resolved through binding arbitration

Negative

• Key terms not yet filed; the full amended Policy and form of the Agreement will be provided as exhibits in the quarterly report for the quarter ending September 30, 2025
• Benefit conditionality: executives must enter into the Agreement to receive Policy benefits, per the disclosure

Insights

Corporate Governance Expert

TL;DR: The company amended its executive severance policy to condition benefits on signing mutual arbitration agreements.

The change formalizes dispute resolution expectations for executives by tying severance and change-in-control benefits to execution of a mutual arbitration agreement. This creates a single, contract-based forum for most employment-related claims between executives and the company, as described in the filing. The amendment itself is procedural and the filing notes that the full amended Policy and Agreement forms will be provided as exhibits in the company’s upcoming quarterly report for the period ending September 30, 2025, so full terms and any carve-outs are not yet available in this notice.

Employment Law Specialist

TL;DR: Executives must sign a mutual arbitration agreement to obtain severance/change-in-control benefits; arbitration will be binding with limited exceptions.

The brief disclosure states that the Agreement generally requires binding arbitration of employment-related claims, subject to specified exceptions. The filing is explicit that detailed terms and any exceptions will appear in the forms to be filed as exhibits in the quarterly report for the quarter ending September 30, 2025. As drafted, the company has announced the procedural requirement but has not included the Agreement text in this notice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 4, 2025

______________

INTERDIGITAL, INC.

(Exact name of Registrant as Specified in Charter)

Pennsylvania			1-33579			82-4936666
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

200 Bellevue Parkway, Suite 300

Wilmington, DE 19809-3727

(Address of principal executive offices, Zip code)

302-281-3600

Registrant's telephone number, including area code

Not Applicable

Former Name or Former Address, if Changed Since Last Report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

IDCC

Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 4, 2025, the Human Capital Committee of InterDigital, Inc. (the "Company") approved changes to the Company’s Executive Severance and Change in Control Policy (the "Policy") to require that, in order to receive the benefits of the Policy, executives must enter into a mutual agreement for individual arbitration (the "Agreement") with the Company. The Agreement generally requires, subject to specified exceptions, that employment related claims be resolved through binding arbitration.

The foregoing description is a summary of the arrangements described herein and is qualified in its entirety by reference to the full text of the amended Policy and the Agreement, forms of which will be filed as exhibits to the Company’s quarterly report on Form 10-Q for the quarter ending September 30, 2025.

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 hereunto duly authorized.

INTERDIGITAL, INC.

By: /s/ Joshua D. Schmidt

Joshua D. Schmidt

Chief Legal Officer and

Corporate Secretary

Date: September 8, 2025

FAQ

What change did InterDigital (IDCC) announce on September 4, 2025?

The Human Capital Committee approved an amendment requiring executives to enter into a mutual individual arbitration agreement to receive Executive Severance and Change in Control Policy benefits.

Does the Agreement require arbitration for employment claims?

Yes. The filing states the Agreement generally requires employment-related claims to be resolved through binding arbitration, subject to specified exceptions.

When will the full amended Policy and Agreement be available?

The forms of the amended Policy and the Agreement will be filed as exhibits to InterDigital’s quarterly report for the period ending September 30, 2025.

Is signing the arbitration agreement optional for executives?

Per the disclosure, executives must enter into the Agreement to receive the Policy’s benefits; the notice does not provide alternative arrangements.

Was any financial impact disclosed in this notice?

No. The disclosure does not include financial figures, estimated costs, or quantitative impacts.