Indie Semiconductor insider Aoki vests RSUs and sells 8,877 shares at $4.22

Rhea-AI Filing Summary

Ichiro Aoki, President and Director of indie Semiconductor, Inc. (INDI), reported equity changes tied to vested restricted stock units and an open-market sale. On 09/05/2025 Mr. Aoki was credited with 24,316 restricted stock units (RSUs) that vested and were recorded as acquired at $0, which temporarily increased his beneficial ownership of Class A common stock to 91,511 shares. On 09/08/2025 he sold 8,877 shares of Class A common stock in the open market at $4.22 per share, reducing his Class A holdings to 82,634 shares. He continues to hold 4,939,362 shares of Class V common stock. The RSUs were granted in lieu of cash under the Issuer's 2025 Short Term Incentive Bonus Plan for the first six months of the year and the reported sale was to satisfy withholding tax obligations.

Insights

Corporate Governance Expert

TL;DR: Insider received vested compensation and executed a small open-market sale to cover tax withholding; transactions appear routine.

The filing shows a standard compensation settlement and subsequent market sale to cover tax withholding rather than a large disposition for liquidity or control change. The receipt of 24,316 RSUs at $0 reflects compensation delivered as equity under the 2025 Short Term Incentive Bonus Plan. The later sale of 8,877 shares at $4.22 is explicitly described as sold to pay withholding taxes. Holdings after the reported transactions are 82,634 Class A shares and 4,939,362 Class V shares, indicating continued substantial insider stake, particularly in Class V shares.

Securities Analyst

TL;DR: The change is informational with limited direct market impact; materiality is low given sizes and stated purpose.

The transactions are compensation-related and tax-driven. The market sale of 8,877 Class A shares at $4.22 is modest relative to total reported beneficial ownership and is documented as a withholding-related disposition. No derivative exercises with cash proceeds are reported beyond the vesting treatment. For investors, the filing documents insider compensation mechanics and a routine sale rather than signaling strategic reallocation or liquidity stress.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Aoki Ichiro

(Last) (First) (Middle)

32 JOURNEY

(Street)

ALISO VIEJO CA 92656

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
indie Semiconductor, Inc. [ INDI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/05/2025		M		24,316	A	$0	91,511	D
Class A Common Stock	09/08/2025		S(1)		8,877	D	$4.22	82,634	D
Class V Common Stock								4,939,362	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	09/05/2025		A		24,316		(3)	(3)	Class A Common Stock	24,316	$0	24,316	D
Restricted Stock Units	(2)	09/05/2025		M			24,316	(3)	(3)	Class A Common Stock	24,316	$0	0	D

Explanation of Responses:

1. Represent shares of Class A common stock sold in the open market to pay for withholding taxes in connection with the vesting of restricted stock units.

2. Each restricted stock unit represents a contingent right to receive one share of Class A common stock.

3. Represents Restricted Stock Units ("RSUs") that were fully vested as of the grant date. These RSUs represent shares received in lieu of cash in accordance with the terms of the Issuer's 2025 Short Term Incentive Bonus Plan for the first six months of the year.

	/s/ Ichiro Aoki by Naixi Wu pursuant to power of attorney filed on June 21, 2021	09/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Ichiro Aoki report on Form 4 for INDI?

The filing reports 24,316 RSUs vesting and being recorded as acquired at $0 on 09/05/2025 and a sale of 8,877 Class A shares on 09/08/2025 at $4.22 per share.

Why were 8,877 INDI shares sold by the reporting person?

The filing states those shares were sold in the open market to pay withholding taxes in connection with the vesting of RSUs.

How many shares does Ichiro Aoki own after these transactions?

Following the reported transactions the filing shows beneficial ownership of 82,634 Class A common shares and 4,939,362 Class V common shares.

What is the nature of the RSUs granted to Ichiro Aoki?

Each restricted stock unit represents a contingent right to receive one share of Class A common stock and the reported RSUs were fully vested as of the grant date.

Were any derivative securities reported by Ichiro Aoki?

The filing reports restricted stock units (RSUs) which are contingent rights to receive Class A shares; no options, warrants, puts, or calls were reported.