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indie Semiconductor (NASDAQ: INDI) prices $150M 4% 2031 convertible notes

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(High)
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8-K

Rhea-AI Filing Summary

indie Semiconductor, Inc. completed a private offering of $150 million 4.00% Convertible Senior Notes due 2031, with an additional $25 million option for initial purchasers. The notes pay 4.00% interest semi-annually and mature on March 15, 2031, unless earlier converted, redeemed or repurchased.

The notes are convertible at an initial rate of 258.3312 shares per $1,000 principal, equal to a conversion price of about $3.87 per share, a 22.5% premium to the $3.16 share price on March 3, 2026. On full physical settlement and full exercise of the option at the maximum rate, up to 55,379,730 shares of common stock may be issued.

Net proceeds were about $145.1 million, of which the company used roughly $107.8 million to repurchase $104.0 million principal amount of its 4.50% Convertible Senior Notes due 2027, with the balance earmarked for working capital and general corporate purposes. The new notes are senior unsecured obligations with customary conversion, redemption, ranking and fundamental change repurchase features and were sold under Rule 144A to qualified institutional buyers.

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Insights

indie refinances 2027 converts with new 2031 4.00% notes.

indie Semiconductor has issued $150.0 million of 4.00% Convertible Senior Notes due 2031, with an option for an extra $25.0 million. Net proceeds were about $145.1 million, reflecting underwriting discounts and expenses.

The company used approximately $107.8 million of those proceeds to repurchase $104.0 million of its 4.50% Convertible Senior Notes due 2027, lowering near-term refinancing needs while slightly extending its debt maturity profile. The new notes carry a lower coupon than the repurchased 4.50% notes.

The initial conversion price of about $3.87 per share is a 22.5% premium to the $3.16 stock price on March 3, 2026. Potential equity issuance could reach up to 55,379,730 shares on full conversion at the maximum rate, so the ultimate impact on existing shareholders will depend on future share price performance and noteholder conversion decisions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): March 3, 2026

 

INDIE SEMICONDUCTOR, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40481   88-1735159
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

32 Journey

Aliso Viejo, California

  92656
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (949) 608-0854

 

 

(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
Class A common stock, par value $0.0001 per share   INDI   The 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 1.01. Entry into a Material Definitive Agreement.

 

Convertible Notes and the Indenture

 

On March 6, 2026, indie Semiconductor, Inc. (the “Company”) completed its previously announced private offering (the “offering”) of 4.00% Convertible Senior Notes due 2031. The Notes were sold under a purchase agreement (the “Purchase Agreement”), dated as of March 3, 2026, entered into by and among the Company and Deutsche Bank Securities Inc. and TD Securities (USA) LLC, as representatives of the several initial purchasers named therein (collectively the “Initial Purchasers”) pursuant to which the Company agreed to sell $150,000,000 aggregate principal amount of 4.00% Convertible Senior Notes due 2031 (the “Notes”). The Company also agreed to grant an option, during a 13-day period beginning on, and including, the date on which the notes are first issued (the “Option”) to the Initial Purchasers to purchase all or part of an additional $25,000,000 aggregate principal amount of 4.00% Convertible Senior Notes due 2031.

 

The Notes were issued pursuant to an Indenture, dated March 6, 2026, (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Indenture (which includes the Form of 4.00% Convertible Senior Notes due 2031 filed as Exhibit 4.2 hereto) is filed as Exhibit 4.1 hereto and is incorporated by reference herein.

 

The Notes bear interest at a rate of 4.00% per annum from and including March 6, 2026, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The Notes will mature on March 15, 2031, unless earlier repurchased, redeemed or converted in accordance with their terms.

 

The Notes will be convertible into cash, shares of the Company’s Class A common stock, par value $0.0001 per share (“common stock”), or a combination of cash and shares of common stock, at the Company’s election, at an initial conversion rate of 258.3312 shares of common stock per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately $3.87 per share of common stock. The initial conversion price of the Notes represents a premium of approximately 22.5% to the $3.16 per share last reported sale price of the common stock on The Nasdaq Capital Market on March 3, 2026. The conversion rate will be subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for any accrued and unpaid interest, except under the limited circumstances described in the Indenture. In addition, upon the occurrence of a “Make-Whole Fundamental Change” (as defined in Section 1.01 of the Indenture) prior to the maturity date, or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares of common stock (not to exceed 316.4556 shares of common stock per $1,000 principal amount of the Notes, subject to adjustment in the same manner as the conversion rate) for Notes that are converted in connection with such Make-Whole Fundamental Change or for notes called (or deemed called) for redemption that are converted in connection with such notice of redemption.

 

The Notes are convertible at the option of the holders (in whole or in part) at any time prior to the close of business on the business day immediately preceding December 15, 2030 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2026 (and only during such calendar quarter), if the last reported sale price of the common stock, as determined by the Company, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the “Trading Price” (as defined in Section 1.01 of the Indenture) per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of common stock and the conversion rate on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the second scheduled trading day prior to the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of certain corporate events as specified in the Indenture. On or after December 15, 2030 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their Notes, in multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, in amounts determined in the manner set forth in the Indenture.

 

The Notes are not redeemable at the Company’s option prior to March 20, 2029. The Company may redeem for cash all or any portion of the Notes (subject to a partial redemption limitation), at the Company’s option, on or after March 20, 2029 if the last reported sale price of the common stock, as determined by the Company, has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company redeems fewer than all the outstanding Notes, at least $50 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of the relevant redemption notice date. No sinking fund is provided for the Notes.

 

1

 

Upon the occurrence of a “Fundamental Change” (as defined in Section 1.01 of the Indenture), subject to certain conditions and certain limited exceptions, holders may require the Company to repurchase for cash all or any portion of their Notes in principal amounts of $1,000 or an integral multiple thereof at a fundamental change repurchase price in cash equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

 

The Notes are senior unsecured obligations of the Company and rank: (i) senior in right of payment to any future indebtedness of the Company that is expressly subordinated in right of payment to the Notes; (ii) equal in right of payment to any existing and future unsecured indebtedness of the Company (including the Company’s 4.50% Convertible Senior Notes due 2027 and the Company’s 3.50% Convertible Senior Notes due 2029) that is not so subordinated; (iii) effectively junior in right of payment to any future secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all existing and future indebtedness and other liabilities of the Company’s subsidiaries (including trade payables).

 

The Indenture contains customary terms and covenants, including that upon certain events of default, including cross-acceleration to certain other indebtedness of the Company and its subsidiaries, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare the unpaid principal of the Notes and accrued and unpaid interest, if any, on all the Notes immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to the Company or any of its significant subsidiaries (as defined in Article 1, Rule 1-02 of Regulation S-X), the principal amount of the Notes together with accrued and unpaid interest, if any, thereon will automatically become and be immediately due and payable.

 

The Notes and the shares of the Company’s common stock issuable upon conversion of the Notes, if any, do not have the benefit of any registration rights. The Notes will not be listed on any securities exchange.

 

The above description of the Notes and the Indenture is a summary only and is qualified in its entirety by reference to the text of the Indenture and the Form of 4.00% Convertible Senior Notes due 2031, which are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

 

The net proceeds from the offering were approximately $145.1 million, after deducting the Initial Purchasers’ discounts and commissions and the Company’s estimated offering expenses. The Company used approximately $107.8 million of the net proceeds from the offering to repurchase $104.0 million in aggregate principal amount of its 4.50% Convertible Senior Notes due 2027 (including accrued interest).

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

 

The Notes were offered and sold to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for initial resale by the Initial Purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. Initially, a maximum of 55,379,730 shares of common stock may be issued upon conversion of the Notes (assuming full exercise of the Option), assuming full physical settlement and based on the initial maximum conversion rate of 316.4556 shares of common stock per $1,000 principal amount of Notes, which is subject to customary adjustments.

 

The offer and sale of the Notes and the shares of common stock, if any, issuable upon conversion of the Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

 

2

 

Item 8.01.  Other Events.

 

On March 3, 2026, the Company issued a press release announcing its planned offering of $150,000,000 aggregate principal amount of Convertible Senior Notes due 2031.

 

On March 3, 2026, the Company issued a press release announcing that it had priced an offering of $150,000,000 aggregate principal amount of Convertible Senior Notes due 2031.

 

Copies of the press releases are filed as Exhibits 99.1 and 99.2, respectively, hereto and are incorporated herein by reference.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Current Report on Form 8-K contains “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995). Such statements include, but are not limited to, statements regarding our future business and financial performance and prospects, the potential issuance of additional Notes and other statements identified by words such as “will likely result,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,” “outlook,” “should,” “could,” “may” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the anticipated results or other expectations expressed in or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on the forward-looking statements in this Current Report on Form 8-K, which information set forth herein speaks only as of the date hereof. The Company does not undertake, and it expressly disclaims, any intention or obligation to update any forward-looking statements made in this Current Report on Form 8-K, whether as a result of new information, future events or otherwise, except as required by law. A list and description of risks, uncertainties and other factors that could cause or contribute to differences in the Company’s results can be found in its filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent filings. The Company qualifies all of its forward-looking statements by these cautionary statements.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
4.1   Indenture, dated as of March 6, 2026, between indie Semiconductor, Inc. and U.S. Bank Trust Company, National Association, as trustee.
4.2     Form of 4.00% Convertible Senior Notes due 2031 (included as Exhibit A in Exhibit 4.1).
99.1   Press release dated March 3, 2026, announcing the offering.
99.2   Press release dated March 3, 2026, announcing the pricing of the notes.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

3

 

SIGNATURE

 

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.

 

  INDIE SEMICONDUCTOR, INC.
   
March 6, 2026 By:  /s/ Naixi Wu
    Name:  Naixi Wu
    Title: Chief Financial Officer
      (Principal Financial Officer and Principal Accounting Officer)

 

4

 

Exhibit 99.1

 

 

indie Announces Proposed Convertible Senior Notes Offering

 

ALISO VIEJO, Calif.—March 3, 2026—indie Semiconductor, Inc. (“indie,” “we,” or “our”) (NASDAQ: INDI), an automotive solutions innovator, today announced that it plans to offer, subject to market and other conditions, $150.0 million aggregate principal amount of its Convertible Senior Notes due 2031 (the “notes”) through a private offering (the “offering”) to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). indie expects to grant the initial purchasers in the offering an option to purchase, during a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $22.5 million aggregate principal amount of notes.

 

The final terms of the notes, including the initial conversion rate, interest rate and certain other terms of the notes will be determined at the time of the pricing of the offering. If and when issued, the notes will be senior unsecured obligations of indie, and will be convertible by the holder of the notes into, subject to various conditions, cash, shares of indie’s Class A common stock (“common stock”) or a combination of cash and common stock, at indie’s election. Interest on the notes will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The notes will mature on March 15, 2031, unless earlier repurchased, redeemed or converted. Subject to certain conditions, indie may redeem for cash all or any portion of the notes, at its option, on or after March 20, 2029. If indie redeems fewer than all the outstanding notes, at least $50 million aggregate principal amount of notes must be outstanding and not subject to redemption as of the relevant redemption notice date.

 

indie intends to use a portion of the net proceeds from the offering to make repurchases of up to approximately $100.0 million of its 4.50% Convertible Senior Notes due 2027 (the “2027 notes”) pursuant to one or more separate and individually negotiated transactions to be entered into contemporaneously with the pricing of the offering with certain holders of such 2027 notes. indie intends to use the remainder of the net proceeds from the offering for working capital and general corporate purposes, which may include potential acquisitions. However, indie does not have agreements or understandings with respect to any acquisitions at this time.

 

In connection with any repurchase of the 2027 notes, we expect that holders of such 2027 notes who agree to have such 2027 notes repurchased and who have hedged their equity price risk with respect to such notes (the “hedged holders”) will unwind all or part of their hedge positions by buying our common stock and/or entering into or unwinding various derivative transactions with respect to our common stock. The amount of our common stock to be purchased by the hedged holders or in connection with such derivative transactions may be substantial in relation to the historic average daily trading volume of our common stock. This activity by the hedged holders could increase (or reduce the size of any decrease in) the market price of our common stock, including concurrently with the pricing of the notes, resulting in a higher effective conversion price of the notes. We cannot predict the magnitude of such market activity or the overall effect it will have on the price of the notes or the price of our common stock.

 

The notes and the shares of common stock issuable upon conversion of the notes, if any, have not been, and will not be, registered under the Securities Act, or under any state securities laws, and may not be offered or sold in the United States without registration under, or an applicable exemption from, the registration requirements. This press release is not an offer to sell, nor is it a solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or any jurisdiction. Nothing in this press release shall be deemed an offer to purchase the Company’s 2027 notes. This press release is issued pursuant to Rule 135c under the Securities Act.

 

 

 

Safe Harbor Statement

 

This communication contains “forward-looking statements” (including within the meaning of the Private Securities Litigation Reform Act of 1995). Such statements can be identified by words such as “will likely result,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,” “outlook,” “should,” “could,” “may” or words of similar meaning and include, but are not limited to, statements regarding our future business and financial performance and prospects, including our expectations regarding the proposed offering of notes described in this press release, the completion, timing and size of the proposed offering, and the anticipated use of proceeds therefrom, including the expected repurchases of the 2027 notes (and the potential impact thereof on the price of the notes, the conversion price of the notes or the price of our common stock). Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results included in such forward-looking statements. Please refer to our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 27, 2026 and our other public reports filed with the SEC for additional information about our company and about the risks and uncertainties related to our business which may affect the statements made in this communication. All forward-looking statements in this press release are expressly qualified in their entirety by the foregoing cautionary statements.

 

Investors are cautioned not to place undue reliance on the forward-looking statements in this press release, which information set forth herein speaks only as of the date hereof. We do not undertake, and we expressly disclaim, any intention or obligation to update any forward-looking statements made in this announcement or in our other public filings, whether as a result of new information, future events or otherwise, except as required by law.

 

Media Inquiries

media@indie.inc

 

Investor Relations

ir@indie.inc

 

Source: indie Semiconductor

 

#indieSemi_Corporate

 

 

 

 

 

Exhibit 99.2

 

 

indie Announces Pricing of Private Offering

 

ALISO VIEJO, Calif.—March 3, 2026—indie Semiconductor, Inc. (“indie,” “we,” or “our”) (NASDAQ: INDI), an automotive solutions innovator, today announced the pricing of its offering of $150.0 million aggregate principal amount of its 4.00% Convertible Senior Notes due 2031 (the “notes”) through a private offering (the “offering”) to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). indie has also granted the initial purchasers in the offering an option to purchase, during a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $25.0 million aggregate principal amount of notes. The offering is expected to close on March 6, 2026, subject to customary closing conditions.

 

The notes will be senior unsecured obligations of indie, and interest on the notes will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The notes will mature on March 15, 2031, unless earlier repurchased, redeemed or converted.

 

indie estimates that the net proceeds from the offering will be approximately $145.1 million (or approximately $169.4 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting fees and estimated offering expenses payable by indie. indie intends to use approximately $107.8 million of the net proceeds from the offering to repurchase $104.0 million in aggregate principal amount of its 4.50% Convertible Senior Notes due 2027 (the “2027 notes”) (including accrued interest) pursuant to one or more separate and individually negotiated transactions entered into contemporaneously with the pricing of the offering with certain holders of such 2027 notes. indie intends to use the remainder of the net proceeds from the offering for working capital and general corporate purposes, which may include potential acquisitions. However, indie does not have agreements or understandings with respect to any acquisitions at this time.

 

indie may not redeem the notes prior to March 20, 2029. indie may redeem for cash all or any portion of the notes, at indie’s option, on or after March 20, 2029 if the last reported sale price of indie’s Class A common stock (the “common stock”), as determined by indie, has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which indie provides notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If indie redeems fewer than all the outstanding notes, at least $50.0 million aggregate principal amount of notes must be outstanding and not subject to redemption as of the relevant redemption notice date.

 

The notes will be convertible into cash, shares of common stock or a combination of cash and shares of common stock, at indie’s election, at an initial conversion rate of 258.3312 shares of common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $3.87 per share of common stock. The initial conversion price of the notes represents a premium of approximately 22.5% over the last reported sale price of $3.16 per share of indie’s common stock on The Nasdaq Capital Market on March 3, 2026.

 

 

 

Prior to the close of business on the business day immediately preceding December 15, 2030, the notes will be convertible at the option of the holders only upon the satisfaction of certain conditions and during certain periods. Thereafter, until the close of business on the second scheduled trading day immediately preceding the maturity date, the notes will be convertible at the option of the holders at any time regardless of these conditions. If indie undergoes a “fundamental change” (as defined in the indenture governing the notes), holders may require indie to repurchase for cash all or any portion of their notes at a price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, if a “make-whole fundamental change” (as defined in the indenture governing the notes) occurs prior to the maturity date, or if indie delivers a notice of redemption, indie will, under certain circumstances, increase the conversion rate by a number of additional shares of common stock for notes that are converted in connection with such make-whole fundamental change or for notes called (or deemed called) for redemption that are converted in connection with such notice of redemption.

 

In connection with the repurchase of the 2027 notes, we expect that holders of such 2027 notes who have agreed to have such 2027 notes repurchased and who have hedged their equity price risk with respect to such notes (the “hedged holders”) will unwind all or part of their hedge positions by buying our common stock and/or entering into or unwinding various derivative transactions with respect to our common stock. The amount of our common stock to be purchased by the hedged holders or in connection with such derivative transactions may be substantial in relation to the historic average daily trading volume of our common stock. This activity by the hedged holders could increase (or reduce the size of any decrease in) the market price of our common stock, resulting in a higher effective conversion price of the notes. We cannot predict the magnitude of such market activity or the overall effect it will have on the price of our common stock.

 

The notes and the shares of common stock issuable upon conversion of the notes, if any, have not been, and will not be, registered under the Securities Act, or under any state securities laws, and may not be offered or sold in the United States without registration under, or an applicable exemption from, the registration requirements. This press release is not an offer to sell, nor is it a solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or any jurisdiction. Nothing in this press release shall be deemed an offer to purchase the Company’s 2027 notes. This press release is issued pursuant to Rule 135c under the Securities Act.

 

Safe Harbor Statement

 

This communication contains “forward-looking statements” (including within the meaning of the Private Securities Litigation Reform Act of 1995). Such statements can be identified by words such as “will likely result,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,” “outlook,” “should,” “could,” “may” or words of similar meaning and include, but are not limited to, statements regarding our future business and financial performance and prospects, including our expectations regarding the offering of notes described in this press release, the completion, timing and size of the offering, and the anticipated use of proceeds therefrom, including the expected repurchases of the 2027 notes (and the potential impact thereof on the price of our common stock). Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results included in such forward-looking statements. Please refer to our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 27, 2026 and our other public reports filed with the SEC for additional information about our company and about the risks and uncertainties related to our business which may affect the statements made in this communication. All forward-looking statements in this press release are expressly qualified in their entirety by the foregoing cautionary statements.

 

Investors are cautioned not to place undue reliance on the forward-looking statements in this press release, which information set forth herein speaks only as of the date hereof. We do not undertake, and we expressly disclaim, any intention or obligation to update any forward-looking statements made in this announcement or in our other public filings, whether as a result of new information, future events or otherwise, except as required by law.

 

Media Inquiries

media@indie.inc

 

Investor Relations

ir@indie.inc

 

Source: indie Semiconductor

 

#indieSemi_Corporate

 

 

 

 

FAQ

What did indie Semiconductor (INDI) announce in this 8-K filing?

indie Semiconductor completed a private offering of $150 million 4.00% Convertible Senior Notes due 2031. The company also granted an option for $25 million more and used a large portion of the proceeds to repurchase existing 2027 convertible notes.

What are the key terms of indie Semiconductor’s 4.00% Convertible Senior Notes due 2031?

The notes pay 4.00% annual interest, payable semi-annually, and mature on March 15, 2031. They are convertible at 258.3312 shares per $1,000 principal, implying an initial conversion price of about $3.87 per share, with customary adjustment, redemption and fundamental change features.

How will the new convertible notes affect potential dilution for INDI shareholders?

If fully converted with full exercise of the option at the maximum conversion rate, up to 55,379,730 shares of common stock may be issued. Actual dilution will depend on future stock prices, whether the option is exercised, and how much of the notes noteholders elect to convert.

How did indie Semiconductor use the net proceeds from the $150 million notes offering?

Net proceeds were about $145.1 million. indie used approximately $107.8 million to repurchase $104.0 million principal amount of its 4.50% Convertible Senior Notes due 2027, including accrued interest. The remaining funds are earmarked for working capital and general corporate purposes.

What premium does the conversion price of indie’s 2031 notes represent over the stock price?

The initial conversion price of about $3.87 per share represents a 22.5% premium to the $3.16 last reported sale price of indie’s common stock on March 3, 2026. This premium reflects the extra value investors pay for the conversion feature of the notes.

When can holders convert or indie redeem the 4.00% Convertible Senior Notes due 2031?

Before December 15, 2030, holders can convert only if certain stock price or trading conditions, redemptions, or corporate events occur. After that date, conversion is allowed at any time until shortly before maturity. indie may redeem the notes for cash on or after March 20, 2029, if specified stock price conditions are met.

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