DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant  Filed by a Party other than the Registrant 

Check the appropriate box:


	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under § 240.14a-12

XPERI INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


	No fee required


	Fee paid previously with preliminary materials


	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of Annual Meeting

of Stockholders

April 17, 2026

7:15 a.m., Pacific Time

Cambria Hotel Calabasas

26400 Rondell Street

Calabasas, CA 91302

The 2026 Annual Meeting of the Stockholders (“Annual Meeting”) of Xperi Inc. (the “Company”) will be held on April 17, 2026 at 7:15 a.m., Pacific Time, at Cambria Hotel Calabasas, 26400 Rondell Street, Calabasas, California 91302, for the following purposes.


MEETING AGENDA		BOARD RECOMMENDATION
Proposal 1:	To elect Darcy Antonellis, Laura J. Durr, Jeremi T. Gorman, David C. Habiger, Jon E. Kirchner, Roderick K. Randall, and Christopher Seams as directors to serve until the 2027 Annual Meeting of Stockholders	FOR EACH NOMINEE
Proposal 2:	To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026	FOR

To elect the seven (7) members of the Board of Directors named in the accompanying proxy statement to hold office until the next annual meeting or until their successors are duly elected and qualified;

To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026; and

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

You can find more information about each of these items, including the nominees for directors, in the accompanying proxy statement. The Board of Directors has fixed the close of business on February 23, 2026 as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the Annual Meeting, or at any adjournments or postponements of the Annual Meeting.

We are pleased to be furnishing proxy materials to stockholders primarily over the Internet. We believe that this process expedites stockholders’ receipt of proxy materials and lowers the costs of printing and distributing our Annual Meeting materials. On or about March 4, 2026, a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) was mailed to our stockholders containing instructions on how to access our proxy statement and 2025 annual report electronically via the internet, and how to vote online. The Internet Notice also includes instructions on how you can receive a copy of your Annual Meeting materials, including the notice of Annual Meeting, proxy statement, and proxy card by mail, via e-mail or by downloading them online. If you received an Internet Notice and would like to receive your proxy materials by mail, you should follow the instructions for requesting such materials contained on the Internet Notice. If you choose to receive your Annual Meeting materials via e-mail, the e-mail will contain voting instructions and links to the 2025 annual report and the proxy statement on the Internet, both of which are available at http://www.proxyvote.com and on our website at investor.xperi.com. If you access http://www.proxyvote.com using the instructions on the Internet Notice, you will also be given the option to elect to receive future proxy materials by e-mail or in printed form by mail. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing

a link to the annual meeting materials and a link to the proxy voting site. Your election to receive future proxy materials by e-mail or in printed form by mail will remain in effect until you terminate such election.

To ensure your representation at the Annual Meeting, you are requested to submit your proxy over the Internet, by telephone or by mail.

All stockholders are cordially invited to attend the Annual Meeting.

By Order of the Board of Directors

Xperi Inc.

REBECCA K. MARQUEZ

Secretary

San Jose, California

March 4, 2026

Table of Contents


PROXY STATEMENT FOR THE ANNUAL MEETING	1

PROXY SUMMARY	3

ABOUT THE MEETING	7

PROPOSAL 1 — ELECTION OF DIRECTORS	12

GOVERNANCE OF THE COMPANY	22

Compensation of Directors	30

EQUITY COMPENSATION PLAN INFORMATION	32

EXECUTIVE OFFICERS	33

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	35

EXECUTIVE COMPENSATION AND RELATED INFORMATION	37

Summary Compensation of Named Executive Officers	41

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	53

Report of the Audit Committee	56

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	57

STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING OF STOCKHOLDERS	59

OTHER MATTERS	60

Xperi Inc.

2190 Gold Street

San Jose, CA 95002

PROXY STATEMENT FOR THE ANNUAL MEETING

OF STOCKHOLDERS

TO BE HELD ON APRIL 17, 2026

This proxy statement is furnished in connection with the solicitation of proxies for use prior to or at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Xperi Inc. (together with its subsidiaries, herein referred to as the “Company” or “Xperi”), a Delaware corporation, to be held at 7:15 a.m., Pacific Time, on April 17, 2026 and at any adjournments or postponements thereof for the following purposes:


MEETING AGENDA		BOARD RECOMMENDATION
Proposal 1:	To elect Darcy Antonellis, Laura J. Durr, Jeremi T. Gorman, David C. Habiger, Jon E. Kirchner, Roderick K. Randall, and Christopher Seams as directors to serve until the 2027 Annual Meeting of Stockholders	FOR EACH NOMINEE
Proposal 2:	To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026	FOR

We will also transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

We made this proxy statement and accompanying form of proxy available to stockholders beginning on or about March 4, 2026.

Important Notice Regarding the Internet Availability of Proxy Materials for
the Annual Meeting to be Held on April 17, 2026:

This proxy statement, form of proxy and the Company’s 2025 Annual Report on Form 10-K (the “2025 Annual Report”) are available electronically at http://www.proxyvote.com and on our website at investor.xperi.com.



XPERI - Proxy Statement			1

FORWARD-LOOKING STATEMENTS

This proxy statement includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements, which are subject to a number of risks, uncertainties, and assumptions, generally relate to the future events or our future financial or operating performance. In some cases, you can identify these statements by forward-looking words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,” “could,” “plan,” “potential,” “predict,” “seek,” “should,” “would,” “target,” “project,” “contemplate,” or the negative version of these words and other comparable terminology that concern our expectations, strategy, plans, intentions, or projections. Forward-looking statements in this proxy statement may include, but are not limited to, statements regarding our anticipated corporate strategy and financial performance, including, without limitation, our expectations with respect to profitability, our corporate governance practices, our executive and director compensation program and our equity plan usage.

We have based the forward-looking statements contained in this proxy statement primarily on our current expectations and projects about future events and trends that we believe may affect our business, financial condition, results of operation, prospects, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on February 26, 2026, and subsequent filings with the SEC. These risks are not exhaustive. Moreover, we continue to operate in a very competitive and rapidly evolving environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to materially differ from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this proxy statement may not occur and actual results could materially and adversely differ from those anticipated or implied and you should not place undue reliance on our forward-looking statements.

In addition, forward-looking statements are based upon information available to us as of the date of this proxy statement, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

The forward-looking statements made in this proxy statement relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this proxy statement to reflect events or circumstances after the date of this proxy statement or to reflect new information or the occurrence of unanticipated events or circumstances after the date of this proxy statement, except as required by law.



XPERI - Proxy Statement			2

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find further information in this proxy statement.

References to “Xperi,” “we,” “us” and “our” refer to Xperi Inc. and its consolidated subsidiaries.

Company Overview

WHO WE ARE

We are a leading media and entertainment technology company. Our technologies are integrated into consumer devices, connected cars, and a variety of media platforms worldwide, enabling our unique audiences to connect with entertainment content in a more intelligent, immersive, and personal way. As our audiences engage with content on our platform, we operate a global, cross-screen advertising solution that enables brands to reach millions of engaged consumers across our rapidly expanding digital entertainment ecosystem, driving increased value for our partners, customers, and consumers.

GOVERNANCE HIGHLIGHTS

We are committed to high standards of corporate governance and in doing so are committed to building long-term stockholder value. We highlight some of our corporate governance practices below, as discussed further in this proxy statement:

BOARD INDEPENDENCE & COMPOSITION

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Number of Directors: 7

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All of our directors, other than our CEO, are independent, including the Chair of the Board

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100% independent Audit, Compensation and Nominating and Corporate Governance Committees

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All directors attended at least 75% of aggregate Board and committee meetings in 2025 on which such director served during the time such director served on the Board or committees

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Our Board reflects broad industry experience, backgrounds, and technical and financial expertise

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Regular executive sessions among the independent directors, with the Chair of the Board presiding at each executive session

GOVERNANCE POLICIES & PRACTICES

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Annual elections of all directors

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No supermajority voting requirements to amend certificate of incorporation or bylaws

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Annual self-evaluations of performance of the Board and the Committees

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Active stockholder engagement

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The Board enjoys unrestricted access to Company management, employees and professional advisers

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A clear Code of Business Conduct and Ethics Policy that is reviewed regularly for best practices

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A compensation recovery policy that provides that our Compensation Committee or Board will require the forfeiture or recovery of incentive compensation from an executive officer in the event of restatement of the Company’s financial results due to its material noncompliance with any financial reporting requirement under U.S. securities laws

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An anti-corruption policy that applies to all employees and directors, to ensure compliance with the U.S. Foreign Corrupt Practices Act and all other applicable anti-corruption and anti-bribery laws

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A policy prohibiting hedging, pledging or shorting of Company stock by all employees and directors

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A policy to assist directors and personnel to provide full, fair, accurate, timely and understandable disclosures about the Company in accordance with federal securities laws



XPERI - Proxy Statement			3

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A policy requiring disclosure of related person transactions involving directors or executive officers, and approval or ratification of such transactions by the Audit Committee

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The Compensation Committee’s engagement of an independent compensation consultant

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Minimum stock ownership requirement of five times base salary for our CEO, 1.5 times base salary for our other executive officers, and three times annual cash retainer (excluding committee and chair retainers) for our independent directors, to ensure that our executive officers and directors remain aligned with the interests of the Company and its stockholders

corporate Responsibility

At Xperi, we understand our investment in corporate responsibility plays a role in our ongoing success, which is why we aim to understand and approach these matters with flexibility, transparency, and accountability. Our goal is to enable extraordinary experiences for people around the world and that starts with a commitment to a brighter future for everyone.

Please visit our website at investor.xperi.com for more information on corporate responsibility at Xperi.

Stockholder Engagement

At Xperi, our Board and management team value feedback provided by our stockholders, including feedback related to our executive compensation programs and practices. We engage with our stockholders on various matters, including business and operational performance and strategy, corporate governance, and executive compensation practices. We have taken several actions, described within our “governance policies & practices” above, in prior years in consideration of stockholder feedback elicited during such engagement. Our cross-functional team that participates in these discussions to address our stockholders’ focus areas generally include members of our senior management, our Investor Relations, Finance and Legal departments, as well as various members of our Board and the chair of our Compensation Committee.

Following our 2025 annual meeting of stockholders, we continued our stockholder engagement efforts, including outreach to institutional investors within Xperi’s top 30 stockholder base which, in the aggregate, held approximately 75% of our outstanding shares. We engaged in discussions with all that responded to our outreach. During these meetings, we actively engaged with our stockholders regarding various financial, operational, corporate governance, and executive compensation topics.

In addition, during our quarterly earnings calls, our stockholders could ask questions and Xperi management was able to respond to them during the earnings call. We also met with stockholders after each of our quarterly earnings calls for fiscal year 2025 and discussed our financial, business and operational performance as well as other topics of interest to particular stockholders. We maintain an Investor Relations email, ir@xperi.com, for our stockholders to contact and engage with us at any time. See “How We Communicate With and Listen to You” below in this proxy statement, for further information regarding our year-round engagement.



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Board Nominees


		Director	Experience/	Independent		Committee	Other Company
Name	Age	Since	Qualification	Yes	No	Memberships	Boards
Darcy Antonellis	63	2022	• CEO experience • Public and private company executive • Extensive experience in media and entertainment technologies, content contextualization and operations			• Compensation Committee Chair • Audit Committee	• Cinemark Holdings, Inc. • Bango Plc • Vionlabs AB (private)
Laura J. Durr	65	2022	• Public company CFO experience • Extensive accounting and finance expertise • Financial and operational experience in leading Silicon Valley technology companies			• Audit Committee Chair • Compensation Committee	• NETGEAR, Inc. • Owlet, Inc.
Jeremi T. Gorman	48	2024	• Public company executive experience • Extensive digital media, marketing, advertising and entertainment experience			• Nominating and Corporate Governance Committee	• GameSquare Holdings, Inc. • Revitate (private) • Women for Women International
David C. Habiger	57	2022	• CEO experience • Extensive experience in digital media and entertainment • Director of the Federal Reserve Bank of Chicago			• Board Chair • Audit Committee • Nominating and Corporate Governance Committee	• Reddit, Inc. • Boston Scientific Corporation • Enersys • Liftoff, Inc. (private)
Jon E. Kirchner	58	2022	• Public company CEO • Extensive experience in digital media and entertainment			None	None
Roderick K. Randall	67	2024	• Public and private company executive experience • Extensive experience in telecommunications, wireless, computer-networking and electric vehicle industries			• Compensation Committee • Nominating and Corporate Governance Committee	• MagLev Aero Inc. (private)
Christopher Seams	63	2022	• Public company executive • Extensive experience in technology industry • Senior member of IEEE			• Nominating and Corporate Governance Committee Chair • Audit Committee	• ONTO Innovation Inc.

Executive Compensation

PHILOSOPHY

The executive compensation program emphasizes performance-based compensation and the amount of compensation paid to our executives varies significantly based on overall strategic and financial performance. The primary objective of our executive compensation program is to build long-term stockholder value. Our approach to short-term compensation is to pay for current results and strategic actions taken that are expected to translate into improved future financial performance. Combined with our emphasis on long-term equity compensation, we believe this approach appropriately motivates, rewards and retains our executives, while providing strong alignment with our stockholders. We hold our executives to stringent performance standards and, as a result, our executive compensation plans are designed to pay competitively if strategic and financial performance objectives are met and less so if targeted performance levels are not achieved.



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The Board has adopted the following practices related to executive compensation:

Compensation Practices

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Compensation recovery policy

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Minimum stock ownership guidelines

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No single-trigger change in control agreements

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No guaranteed bonuses under our annual bonus plan and extremely limited perquisites

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Prohibition on hedging, pledging and shorting shares

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No stock option exchanges or repricing without stockholder approval

A more detailed discussion of our executive compensation program and practices is set forth under the heading “Executive Compensation and Related Information” below.

Auditors

The Audit Committee appointed Deloitte & Touche LLP as the independent registered public accounting firm for the Company and its subsidiaries for the year ending December 31, 2026. We are asking our stockholders to ratify this appointment.


Voting Matters

SEC Form DEF 14A filed by Xperi Inc.