BREZSKI RICHARD 4

What Happened

• Richard Brezski, CFO of InterDigital (IDCC), received the vesting of 21,430.505 performance-based restricted stock units (RSUs) on March 15, 2026. Based on the filing price used for the withholding transactions ($362.35), the vested award was worth roughly $7.8M.
• To satisfy tax withholding, 9,319 RSUs (cash value $3,376,740) and 3,965 RSUs (cash value $1,436,718) were withheld/settled. Two fractional-share cash settlements of 0.505 and 0.53 shares totaled about $375. Additionally, Brezski made a gift of 1,000 shares (cash value ≈ $362,350) to a donor-advised fund.

Key Details

• Transaction dates: vesting and withholding recorded March 15, 2026; gift recorded March 16, 2026; Form 4 filed March 17, 2026 (timely filing).
• Prices used for the dispositions: $362.35 per share.
• Net effect: ~21,430.505 RSUs vested; after tax withholding, fractional cash settlements and the 1,000-share gift, roughly 7,145 shares remained from the vesting (approximate).
• Notes from the filing:
  • F1/F4: These were performance-based RSUs granted under the 2017 Equity Incentive Plan; the 2023 cycle paid out at 200% of target (20,578 RSUs) plus 852.5045 dividend equivalents.
  • F2/F4: Withholding of RSUs satisfied the reporting person’s tax liability (not open-market sales).
  • F3/F5: Fractional shares were cash-settled.
  • F6: The 1,000-share transfer was a charitable donation to a donor-advised fund.
  • F7: The filing references beneficial ownership in the company plan (exact post-transaction holding per plan not listed in this excerpt).

Context

• This was primarily an award vesting event (A) with withholding to cover taxes (F) and a charitable gift (G). Tax withholding and cash settlement of fractional shares are routine and do not indicate an open-market sale by the insider. Gifts likewise do not necessarily reflect trading intent.