INDI Form 4: McClymont converts units, sells 188.7K shares under 10b5-1

Rhea-AI Filing Summary

The reporting person, Donald McClymont, exchanged 188,700 ADK Class A Units for an equal number of shares of Class A common stock and simultaneously sold 188,700 shares of Class A common stock in open-market transactions at a weighted average price of $4.0093 per share. After these transactions the reporting person directly beneficially owned 5,166,425 shares of Class A common stock and indirectly owned 68,115 shares through his spouse. The sales were effected under a pre-established Rule 10b5-1 trading plan, which automates open-market sales through June 30, 2027. The conversion cancelled an equivalent number of Class V shares.

Positive

• Use of Rule 10b5-1 trading plan indicates pre-planned sales and reduces concerns about opportunistic insider timing
• Reporting person retains substantial ownership with 5,166,425 direct Class A shares after the transactions
• Conversion of ADK Class A Units to Class A stock clarifies share class structure by cancelling equivalent Class V shares

Negative

• Insider sold 188,700 shares, reducing immediate economic stake and realizing proceeds at a weighted average price of $4.0093
• Open-market sales could exert modest downward pressure on stock if replicated by other insiders or large holders

Insights

Securities Analyst

TL;DR Insider executed a planned sale under a Rule 10b5-1 plan while converting units to common shares, resulting in modest net liquidity.

The transaction shows a routine liquidity event rather than a corporate change. The sale of 188,700 shares at a weighted average of $4.0093 generated proceeds for the reporting person while the prior ADK Class A Units were converted into Class A common stock, triggering cancellation of equal Class V shares. Because the sale was within a pre-established 10b5-1 plan, timing is likely pre-determined and reduces signaling risk. The overall direct ownership remains substantial at over 5.1 million Class A shares, preserving significant insider stake.

Corporate Governance Expert

TL;DR Transaction reflects governance-compliant insider disposition under an automated trading plan, with continued material ownership retention.

The reporting person acted under a documented Rule 10b5-1 plan, which is a best-practice mechanism for avoiding opportunistic insider trading claims. Conversion of ADK Class A Units into Class A shares and cancellation of Class V shares is a structural equity change but appears procedural rather than strategic. Post-transaction direct beneficial ownership of approximately 5.17 million Class A shares indicates sustained alignment with shareholders despite the disposition.

Insider Trade Summary

Net Seller: 188,700 shares ($756,555)

Net Sell 5 txns

Insider McClymont Donald

Role Chief Executive Officer

Sold 188,700 shs ($757K)

Type	Security	Shares	Price	Value
Exercise	ADK Class A Units	188,700	$0.00	--
Exercise	Class V Common Stock	188,700	$0.00	--
Exercise	Class A Common Stock	188,700	$0.00	--
Sale	Class A Common Stock	188,700	$4.0093	$757K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: ADK Class A Units — 5,166,425 shares (Direct); Class V Common Stock — 5,166,425 shares (Direct); Class A Common Stock — 324,302 shares (Direct); Class A Common Stock — 68,115 shares (Indirect, by spouse)

Footnotes (1)

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. 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. 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. 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 $4.045, 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. N/A

Form 4 Insider Transactions: What Each Field Means →

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)
09/22/2025

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	09/22/2025		M(1)		188,700	D	$0	5,166,425	D
Class A Common Stock	09/22/2025		M(2)		188,700	A	$0	324,302	D
Class A Common Stock	09/22/2025		S(3)		188,700	D	$4.0093(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	$0	09/22/2025		M			188,700	12/10/2021	(5)	Class A Common Stock	5,366,425	$0	5,166,425	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 $4.045, 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	09/24/2025
	** 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 Donald McClymont report for INDI?

The report discloses exchange of 188,700 ADK Class A Units for Class A common stock and sale of 188,700 Class A shares at a weighted average price of $4.0093 per share.

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

Yes, the sales were made pursuant to a Rule 10b5-1 trading plan adopted on June 13, 2025, that schedules automated open-market sales through June 30, 2027.

How many INDI shares does McClymont beneficially own after the transactions?

After the reported transactions he directly beneficially owns 5,166,425 Class A shares and indirectly owns 68,115 shares through his spouse.

What was the price range for the sold INDI shares?

Shares were sold at prices ranging from $4.00 to $4.045; the weighted average price reported is $4.0093.

Did the conversion affect other share classes of INDI?

Yes, upon conversion of ADK Class A Units to Class A common stock, an equivalent number of Class V common shares were cancelled.