indie Semiconductor insider report: 32,928 RSUs vested; sell-to-cover of 12,020 shares

Rhea-AI Filing Summary

Insider transactions at indie Semiconductor, Inc. (INDI): Chief Operating Officer Michael Wittmann was granted 32,928 restricted stock units (RSUs) on 09/05/2025 that were fully vested as of the grant date and represent the first-half 2025 short-term incentive paid in equity. To satisfy withholding taxes on the vesting, Mr. Wittmann sold 12,020 Class A common shares in the open market on 09/08/2025 at $4.22 per share. After these transactions he beneficially owned 114,913 Class A shares. The filings were executed under a power of attorney and signed on 09/09/2025.

Positive

• 32,928 RSUs granted and fully vested, aligning executive compensation with shareholder interests
• RSUs were issued in lieu of cash under the 2025 Short Term Incentive Bonus Plan, conserving company cash

Negative

• 12,020 shares sold in the open market (at $4.22) to cover tax withholding, modestly reducing the officer's share count

Insights

Corporate Governance Expert

TL;DR: Officer received equity as incentive and sold a portion to cover tax withholding; routine compensation-related activity with limited governance implications.

The grant of 32,928 RSUs, delivered in lieu of cash under the 2025 Short Term Incentive Bonus Plan and fully vested at grant, indicates the company is using equity to conserve cash and align executive pay with shareholder outcomes. The subsequent open-market sale of 12,020 shares at $4.22 to cover tax obligations is a common administrative step and does not by itself indicate a change in strategic direction or governance. The remaining beneficial ownership of 114,913 Class A shares maintains continued executive alignment with shareholders. No additional material governance events or unusual trading patterns are disclosed.

Compensation & Equity Specialist

TL;DR: Issuance of vested RSUs as incentive pay is standard; the sell-to-cover trade monetizes a tax obligation without materially altering ownership stakes.

The RSUs represent compensation for the first six months of 2025 and were fully vested on grant, meaning the recipient immediately obtained economic exposure to 32,928 underlying shares. A portion of shares (12,020) were sold at $4.22 to satisfy withholding tax, a routine liquidity event tied to vesting. From a compensation accounting and dilution perspective, these shares convert to common stock, but the filing shows no exercise of options or derivative activity that would increase dilution beyond the RSU settlement. Overall, this is a routine compensation settlement and tax-related disposition.

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

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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^*

Wittmann Michael

(Last) (First) (Middle)

C/O INDIE SEMICONDUCTOR, INC.

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)

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

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		32,928	A	$0	126,933	D
Class A Common Stock	09/08/2025		S(1)		12,020	D	$4.22	114,913	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		32,928		(3)	(3)	Class A Common Stock	32,928	$0	32,928	D
Restricted Stock Units	(2)	09/05/2025		M			32,928	(3)	(3)	Class A Common Stock	32,928	$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/ Michael Wittmann, by Naixi Wu pursuant to power of attorney filed on January 22, 2024	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.
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FAQ

What RSUs were granted to Michael Wittmann in the INDI Form 4?

The filing reports 32,928 restricted stock units (RSUs) granted on 09/05/2025, fully vested as of the grant date.

Why were shares sold by the insider in the INDI Form 4?

The sale of 12,020 Class A shares on 09/08/2025 at $4.22 per share was executed to pay withholding taxes related to the RSU vesting.

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

After the reported transactions, the filing shows beneficial ownership of 114,913 Class A shares.

Were the RSUs part of a bonus or compensation plan?

Yes, the RSUs were issued in lieu of cash under the issuer's 2025 Short Term Incentive Bonus Plan for the first six months of the year.

When was the Form 4 signed and filed?

The signature on the Form 4 is dated 09/09/2025 and was signed by Michael Wittmann via power of attorney.