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IDCC Form 4: Director Markley Trims Stake to 11.9k Shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

InterDigital, Inc. (IDCC) disclosed insider activity via a Form 4 filed on 18 June 2025. The filing reports that director John D. Markley Jr. executed two open-market sales of common stock under a pre-arranged Rule 10b5-1 trading plan adopted on 18 March 2025.

  • 06/17/2025: 692 shares sold at $220.62 per share.
  • 06/18/2025: 692 shares sold at $222.00 per share.

The combined 1,384-share disposition generated roughly $305 thousand in gross proceeds. Following the transactions, Markley’s directly held position declined from about 13,285 shares to 11,901.0858 shares, a reduction of roughly 10.4%.

The company states the sales were undertaken “to cover estimated tax obligations” tied to the vesting of restricted stock units, and no derivative security activity was reported. Because the trades were executed under a Rule 10b5-1 plan, they were scheduled in advance and are not necessarily indicative of the insider’s current outlook on InterDigital’s fundamentals.

Beyond this routine tax-related sale by a single director, the filing contains no new operational, financial, or strategic information.

Positive

  • None.

Negative

  • Director insider selling: 1,384 shares disposed, reducing personal stake by ~10%, which some investors may view as a bearish signal despite the pre-planned nature.

Insights

TL;DR: Minor, pre-planned insider sale; unlikely to shift IDCC valuation.

The director sold 1,384 shares (~$305k) under a March-adopted 10b5-1 plan, trimming his stake to 11.9k shares. Volume is modest relative to both daily trading and Markley’s prior holdings. Purpose is explicitly tax-related, signalling no change in corporate outlook. Market impact should be neutral barring broader sentiment around insider trends.

TL;DR: Governance-compliant, transparent sale; negligible corporate risk.

The sale follows SEC Rule 10b5-1 best practices, with clear disclosure of motive (tax liability) and timing. Ownership remains significant, and no patterns of aggressive selling are evident. Governance standards appear intact, so investor concern should remain low.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Markley John D. Jr.

(Last) (First) (Middle)
200 BELLEVUE PARKWAY
SUITE 300

(Street)
WILMINGTON DE 19809

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
InterDigital, Inc. [ IDCC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/17/2025 S(1) 692 D $220.62 12,593.0858 D
Common Stock 06/18/2025 S(1) 692 D $222 11,901.0858 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted on March 18, 2025 to cover such individual's estimated tax obligations in connection with the vesting of restricted stock units.
Remarks:
/s/ Amy A. Miraglia, Attorney-in-Fact for John D. Markley Jr. 06/18/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many IDCC shares did Director John D. Markley Jr. sell?

He sold 1,384 shares of InterDigital common stock over two days.

At what prices were the IDCC shares sold?

Sales occurred at $220.62 on 06/17/2025 and $222.00 on 06/18/2025.

What is John D. Markley Jr.'s remaining ownership in IDCC after the sale?

He now beneficially owns 11,901.0858 shares of InterDigital common stock.

Why were the shares sold according to the Form 4?

The filing states the sales were to cover estimated tax obligations from RSU vesting, executed under a Rule 10b5-1 plan.

Does the Form 4 report any derivative security transactions?

No. No derivative securities were acquired or disposed of in this filing.
Interdigital Inc

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