indie Semiconductor CEO converts ADK units and sells 11,300 Class A shares

Rhea-AI Filing Summary

Donald McClymont, who serves as Chief Executive Officer and a director of indie Semiconductor, Inc. (INDI), exchanged 11,300 ADK Class A Units for an equal number of Class A common shares and sold those 11,300 Class A shares in open-market transactions at a weighted average price of about $4.00–$4.01 on 09/15/2025. The exchange cancelled an equal number of Class V common shares, leaving the reporting person with 5,355,125 shares of Class V Common Stock indirectly and 135,602 shares of Class A Common Stock directly after the sale. The sales were executed under a Rule 10b5-1 trading plan adopted by the reporting person on 06/13/2025, covering automated sales through 06/30/2027.

Positive

• Sale executed under a Rule 10b5-1 plan, indicating pre-set automated trading rather than opportunistic timing
• Conversion mechanism disclosed: ADK Class A Units exchanged for Class A shares with corresponding cancellation of Class V shares

Negative

• Insider sale by the CEO of 11,300 Class A shares, a visible disposition that investors may scrutinize
• Post-transaction direct Class A holdings reduced to 135,602 shares, reflecting the completed sale

Insights

Corporate Governance Expert

TL;DR: CEO sold converted shares under a pre-established 10b5-1 plan; conversion cancelled Class V shares.

The transaction shows an insider converting ADK Class A Units into Class A common stock and then selling those shares via an automatic Rule 10b5-1 plan. The use of a trading plan reduces concerns about opportunistic timing, but the sale of newly converted shares by the CEO is a material disclosure that stakeholders will note for governance and signaling reasons. The cancellation of equivalent Class V shares on conversion is a mechanical outcome described in the filing and does not by itself change the disclosed post-transaction ownership counts.

Securities Analyst

TL;DR: Insider disposition of 11,300 Class A shares at roughly $4.00 may be modest relative to total holdings but is a visible liquidity event.

The reporting person sold 11,300 Class A shares at prices ranging from $4.00 to $4.01, per the weighted-average note. Post-transaction direct holdings of Class A stock are reported at 135,602 shares, and indirect holdings of Class V common stock total 5,355,125 shares. The sales were made under a Rule 10b5-1 plan adopted on 06/13/2025 that automates open-market sales through 06/30/2027, indicating pre-set execution parameters rather than ad-hoc selling. Materiality depends on the company's market capitalization and total float; those figures are not provided in this filing.

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).

1. Name and Address of Reporting Person^*

McClymont Donald

(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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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 V Common Stock	09/15/2025		M(1)		11,300	D	$0	5,355,125	D
Class A Common Stock	09/15/2025		M(2)		11,300	A	$0	146,902	D
Class A Common Stock	09/15/2025		S(3)		11,300	D	$4(4)	135,602	D
Class A Common Stock								68,115	I	by spouse

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
ADK Class A Units(2)	$0	09/15/2025		M			11,300	12/10/2021	(5)	Class A Common Stock	5,366,425	$0	5,355,125	D

Explanation of Responses:

1. Cancellation of Class V Common Stock upon Reporting Person's exchange of ADK Class A Units for an equal number of shares of Class A Common Stock. See note 2.

2. Class A Common Stock received upon conversion of ADK Class A Units. The ADK Class A Units may be exchanged by the Reporting Person at any time after December 10, 2021 for an equal amount of shares of Class A Common Stock or, at the election of the Issuer, cash equal to the fair market value of such shares. Upon the Reporting Person's exchange of an ADK Class A Unit for Class A Common Stock, an equivalent number of shares of Class V Common Stock will be cancelled.

3. The sales made in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 13, 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 and prices through June 30, 2027.

4. 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 $4.00 to $4.01, 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.

5. N/A

	/s/ Donald McClymont by Naixi Wu pursuant to power of attorney filed on June 21, 2021	09/17/2025
	** 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 did Donald McClymont report on Form 4 for INDI?

The report discloses that Donald McClymont converted 11,300 ADK Class A Units into Class A common stock and sold those 11,300 Class A shares in open-market transactions on 09/15/2025 at a weighted average price of approximately $4.00–$4.01.

Were the sales part of a planned trading program for INDI insiders?

Yes. The Form 4 states the sales were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 06/13/2025, which automates open-market sales through 06/30/2027.

How many INDI shares does the reporting person own after the transactions?

After the reported transactions, the filing shows the reporting person beneficially owns 5,355,125 shares of Class V Common Stock indirectly and 135,602 shares of Class A Common Stock directly.

What price range were the sold shares executed at?

The shares were sold in separate transactions at prices ranging from $4.00 to $4.01, with the Form 4 reporting a weighted average price in that range.

Did the conversion affect other share classes?

Yes. The filing explains that upon exchanging ADK Class A Units for Class A Common Stock, an equivalent number of Class V Common Stock shares are cancelled.