Michael Wittmann (INDI) vests RSUs, sells shares under 10b5-1 at $4.29

Q: What insider transactions did Michael Wittmann report on Form 4 for INDI?

The filing reports RSU vestings on 08/31/2025 (6,250 RSUs) and 09/01/2025 (37,500 RSUs) , and open-market sales on 09/02/2025 totaling 59,375 shares sold at a weighted average price of $4.29 .

Q: Were the 09/02/2025 sales under a pre-established trading plan?

Yes. The sales were made pursuant to a Rule 10b5-1 trading plan adopted on 03/15/2024 and modified on 05/26/2025 , with automated sales scheduled through 03/31/2027 .

Q: What vesting schedules are disclosed for the restricted stock units?

Some RSUs vest at 25% annually beginning 08/31/2023 . Other time-based RSUs vest over two years in quarterly equal installments starting 06/01/2025 through 03/01/2027 .

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Michael Wittmann, Chief Operating Officer of indie Semiconductor, Inc. (INDI) reported multiple stock unit vestings and automated open-market sales under a Rule 10b5-1 plan. On 08/31/2025 he had 6,250 RSUs vest (converted to 12,500 underlying shares reported) and on 09/01/2025 an additional 37,500 RSUs vest (262,500 underlying shares reported), recorded as acquisitions at $0. On 09/02/2025 he sold 16,529 and 42,846 shares in separate transactions at a weighted average price of $4.29 to satisfy tax withholding and per his Rule 10b5-1 plan. The filing states the 10b5-1 plan was adopted 03/15/2024, modified 05/26/2025, and schedules automated sales through 03/31/2027. Vesting schedules and the specific quantity and timing of RSUs are disclosed in the filing.

Positive

Transparent disclosure of RSU vesting, sales quantities, and weighted average sale price ($4.29).
Documented Rule 10b5-1 plan with adoption and modification dates and specified automated sale window through 03/31/2027.
Sales identified as for tax withholding, explaining the economic driver of the dispositions.

Negative

None.

Insights

TL;DR: Insider vested significant RSUs and sold shares under an automated 10b5-1 plan to cover taxes.

The filing shows routine executive equity activity: time-based restricted stock units vested and were reported as acquired at no cash price, and subsequent open-market sales were executed pursuant to a documented Rule 10b5-1 plan. The disclosed weighted average sale price of $4.29 and the explicit adoption/modification dates of the trading plan provide transparency on execution timing. This is standard tax-withholding and plan-driven insider liquidity rather than ad-hoc trading.

TL;DR: Governance process documented: RSU vesting mechanics and a pre-established 10b5-1 plan govern the transactions.

The Form 4 includes the plan adoption (03/15/2024) and modification (05/26/2025) dates and confirms automated sales continue through 03/31/2027, which aligns with best practices for pre-authorized insider sales. The filing also explains sales were to satisfy withholding taxes. Vesting schedules (annual 25% from 08/31/2023 and quarterly installments for certain RSUs starting 06/01/2025) are disclosed, supporting clarity on compensation timing and insider disposition rationale.

Insider Trade Summary

Net Seller: 59,375 shares ($254,719)

Net Sell 6 txns

Insider Wittmann Michael

Role Chief Operating Officer

Sold 59,375 shs ($255K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	16,529	$4.29	$71K
Sale	Class A Common Stock	42,846	$4.29	$184K
Exercise	Restricted Stock Units	37,500	$0.00	--
Exercise	Class A Common Stock	37,500	$0.00	--
Exercise	Restricted Stock Units	6,250	$0.00	--
Exercise	Class A Common Stock	6,250	$0.00	--

Holdings After Transaction: Class A Common Stock — 136,851 shares (Direct); Restricted Stock Units — 225,000 shares (Direct)

Footnotes (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. The sales made in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 15, 2024, and modified on May 26, 2025. The Reporting Person's Rule 10b5-1 plan includes automated open market sales of the Issuer's Class A common stock on predetermined dates through March 31, 2027. The price reported in Column 4 is a weighted average price. The shares reported in this Form 4 were sold in separate transactions at prices ranging from $4.17 to $4.39, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the price range set forth in this footnote. Each restricted stock unit represents a contingent right to receive one share of Class A common stock. Such restricted stock units vest at the rate of 25% annually beginning on August 31, 2023. The time-based restricted stock units shall vest and become nonforfeitable over two years in quarterly equal installments starting on June 1, 2025 through March 1, 2027.

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Form 4 Insider Transactions: What Each Field Means →

09/03/2025 - 07:34 PM

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
Estimated average burden
hours per response:			0.5

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^*

Wittmann Michael

(Last)

(First)

(Middle)

C/O INDIE SEMICONDUCTOR, INC.

32 JOURNEY

(Street)

ALISO VIEJO

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/31/2025		M		6,250	A	$0	115,880	D
Class A Common Stock	09/01/2025		M		37,500	A	$0	153,380	D
Class A Common Stock	09/02/2025		S⁽¹⁾⁽²⁾		16,529	D	$4.29⁽³⁾	136,851	D
Class A Common Stock	09/02/2025		S⁽²⁾		42,846	D	$4.29⁽³⁾	94,005	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	08/31/2025		M			6,250	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	12,500	$0	6,250	D
Restricted Stock Units	⁽⁴⁾	09/01/2025		M			37,500	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	262,500	$0	225,000	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. The sales made in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 15, 2024, and modified on May 26, 2025. The Reporting Person's Rule 10b5-1 plan includes automated open market sales of the Issuer's Class A common stock on predetermined dates through March 31, 2027.

3. The price reported in Column 4 is a weighted average price. The shares reported in this Form 4 were sold in separate transactions at prices ranging from $4.17 to $4.39, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the price range set forth in this footnote.

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

5. Such restricted stock units vest at the rate of 25% annually beginning on August 31, 2023.

6. The time-based restricted stock units shall vest and become nonforfeitable over two years in quarterly equal installments starting on June 1, 2025 through March 1, 2027.

	/s/ Michael Wittmann, by Naixi Wu pursuant to power of attorney filed on January 22, 2024	09/03/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Michael Wittmann report on Form 4 for INDI?

The filing reports RSU vestings on 08/31/2025 (6,250 RSUs) and 09/01/2025 (37,500 RSUs), and open-market sales on 09/02/2025 totaling 59,375 shares sold at a weighted average price of $4.29.

Were the 09/02/2025 sales under a pre-established trading plan?

Yes. The sales were made pursuant to a Rule 10b5-1 trading plan adopted on 03/15/2024 and modified on 05/26/2025, with automated sales scheduled through 03/31/2027.

Why were shares sold according to the Form 4?

The filing states the shares sold in the open market were to pay withholding taxes in connection with the vesting of restricted stock units.

What vesting schedules are disclosed for the restricted stock units?

Some RSUs vest at 25% annually beginning 08/31/2023. Other time-based RSUs vest over two years in quarterly equal installments starting 06/01/2025 through 03/01/2027.

How many shares did Wittmann beneficially own after the reported transactions?

The Form 4 lists beneficial ownership following each reported transaction: 115,880, 153,380, 136,851, and 94,005 shares respectively after each line of activity.