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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.
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.
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). |
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) |
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