CEO at indie Semiconductor (NASDAQ: INDI) sells shares for taxes and RSUs

Rhea-AI Filing Summary

indie Semiconductor, Inc. reported insider equity activity by Chief Executive Officer and director Donald McClymont. On January 3, 2026, time-based and performance-based restricted stock units converted into Class A common stock, including blocks of 6,154, 71,625 and 143,250 shares as awards vested after performance goals were certified and time-based conditions were met.

On January 5, 2026, McClymont sold 2,239, 26,028 and 54,690 Class A shares at $3.6672 per share, and the filing explains these sales were to pay withholding taxes tied to the RSU vesting. After these transactions, he directly held 186,202 Class A shares and 4,966,425 shares of Class V common stock, plus 68,115 Class A shares held indirectly by his spouse.

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^*

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)
01/03/2026

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	01/03/2026		M		6,154	A	$0	54,284	D
Class A Common Stock	01/03/2026		M		71,625	A	$0	125,909	D
Class A Common Stock	01/03/2026		M		143,250	A	$0	269,159	D
Class A Common Stock	01/05/2026		S(1)		2,239	D	$3.6672	266,920	D
Class A Common Stock	01/05/2026		S(1)		26,028	D	$3.6672	240,892	D
Class A Common Stock	01/05/2026		S(1)		54,690	D	$3.6672	186,202	D
Class V Common Stock								4,966,425	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
Restricted Stock Units	(2)	01/03/2026		M			6,154	(3)	(3)	Class A Common Stock	6,154	$0	0	D
Restricted Stock Units	(2)	01/03/2026		M			71,625	(3)	(3)	Class A Common Stock	143,250	$0	71,625	D
Performance-based Restricted Stock Units	(2)(4)	01/03/2026		M			143,250	(5)	(5)	Class A Common Stock	143,250	$0	0	D

Explanation of Responses:

1. Represents 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. The time-based restricted stock units shall vest and become nonforfeitable with respect to twenty-five percent (25%) of the total number of restricted stock units on each of the first, second, third and fourth anniversaries of the grant date.

4. Acquired upon achievement of certain predetermined performance criteria pursuant to a performance-based restricted stock units award (PSU Award) granted on January 3, 2023 (Award Date). The Compensation Committee certified the achievement of the performance criteria on March 6, 2025.

5. Represents shares of Class A common stock underlying the PSU Award previously granted by the Issuer on Award Date, the vesting of which was subject to the Issuer's achievement of certain predetermined performance criteria. The Compensation Committee certified the achievement of the performance criteria on March 6, 2025. 50% of the number of shares of Class A common stock reported herein vested on March 6, 2025, and the remaining 50% vested on January 3, 2026.

	/s/ Donald McClymont by Naixi Wu pursuant to power of attorney filed on June 21, 2021	01/06/2026
	** 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 does the indie Semiconductor (INDI) Form 4 report for Donald McClymont?

The Form 4 reports that Chief Executive Officer and director Donald McClymont had restricted stock units and performance-based restricted stock units convert into Class A common stock on January 3, 2026, followed by open-market sales of some Class A shares on January 5, 2026.

How many indie Semiconductor (INDI) shares did the CEO sell and at what price?

On January 5, 2026, McClymont sold 2,239, 26,028 and 54,690 shares of Class A common stock in open-market transactions at a price of $3.6672 per share.

Why were Donald McClymont’s indie Semiconductor (INDI) shares sold according to the Form 4?

The explanation states that the reported Class A shares sold in the open market represent shares sold to pay withholding taxes in connection with the vesting of restricted stock units.

What restricted stock unit awards vested for the indie Semiconductor (INDI) CEO?

The filing shows time-based restricted stock units and performance-based restricted stock units converting into Class A shares, including 6,154, 71,625 and 143,250 underlying shares, after performance criteria were certified on March 6, 2025 and time-vesting conditions were satisfied.

What is Donald McClymont’s indie Semiconductor (INDI) share ownership after these transactions?

After the reported transactions, McClymont directly owned 186,202 shares of Class A common stock and 4,966,425 shares of Class V common stock, and indirectly owned 68,115 Class A shares through his spouse.

How do the indie Semiconductor (INDI) time-based RSUs vest for the CEO?

The filing explains that the time-based restricted stock units vest and become nonforfeitable in 25% increments on each of the first, second, third and fourth anniversaries of the grant date.

What conditions applied to the indie Semiconductor (INDI) performance-based RSUs?

The performance-based restricted stock units were granted on January 3, 2023, with vesting subject to predetermined performance criteria. The Compensation Committee certified achievement on March 6, 2025, with 50% of the underlying Class A shares vesting on that date and the remaining 50% vesting on January 3, 2026.