Were Naixi Wu’s indie Semiconductor (INDI) share sales part of a Rule 10b5-1 trading plan?

Yes. A footnote states that some sales were executed under a Rule 10b5-1 trading plan adopted on December 12, 2025, with automated open-market sales on predetermined dates extending through December 15, 2027, indicating pre-planned disposition activity rather than ad hoc trading decisions.

How were the prices for Naixi Wu’s indie Semiconductor (INDI) share sales determined?

One footnote notes that the reported price is a weighted average. The sold shares were executed in multiple trades at prices ranging from $4.86 to $5.14 per share, and the reporting person offers to provide detailed breakdowns of share counts at each price upon request.

indie Semiconductor (INDI) CFO sells 18,898 shares and receives new RSU grant

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

indie Semiconductor Chief Financial Officer Naixi Wu reported a mix of equity awards, option exercises, and share sales in Class A common stock. She exercised 12,898 Restricted Stock Units into the same number of shares and received a new grant of 12,898 fully vested RSUs issued in lieu of a portion of cash salary under a voluntary equity compensation program approved in June 2023.

On nearby dates, Wu sold a total of 18,898 shares in open-market transactions at weighted average prices around $5 per share. Footnotes state that some shares were sold to cover withholding taxes upon RSU vesting and that other sales followed a pre-set Rule 10b5-1 trading plan and a sell-all election under the same equity program.

After these transactions, Wu holds 114,787 shares directly and 90 shares indirectly through her spouse, along with 12,898 RSUs representing a contingent right to additional Class A common shares.

Insights

CFO’s trades are largely compensation-driven and pre‑planned, suggesting routine activity.

The filing shows Naixi Wu converting 12,898 RSUs into common stock, receiving another 12,898 fully vested RSUs in lieu of salary, and selling 18,898 shares of indie Semiconductor Class A stock at prices around $5 per share.

Footnotes clarify that part of the sales covered withholding taxes and others followed a sell-all election within a voluntary equity program and a Rule 10b5-1 trading plan running through December 15, 2027. These structures indicate pre-arranged, compensation-related transactions rather than opportunistic trading.

Wu retains 114,787 shares directly, 90 shares indirectly via a spouse, and 12,898 RSUs representing a contingent right to future shares. This remaining stake suggests the net effect is a routine portfolio and tax-management adjustment rather than a large directional change in exposure.

Insider Trade Summary 10b5-1

Net Seller: 18,898 shares ($95,661)

Net Sell 7 txns

Insider Wu Naixi

Role Chief Financial Officer

Sold 18,898 shs ($96K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	6,246	$5.1169	$32K
Sale	Class A Common Stock	6,652	$5.1169	$34K
Grant/Award	Restricted Stock Units	12,898	$0.00	--
Exercise	Restricted Stock Units	12,898	$0.00	--
Sale	Class A Common Stock	6,000	$4.9438	$30K
Exercise	Class A Common Stock	12,898	$0.00	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 121,439 shares (Direct, null); Restricted Stock Units — 12,898 shares (Direct, null); Class A Common Stock — 90 shares (Indirect, by spouse)

Footnotes (1)

This sale was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 12, 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 December 15, 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 $4.86 to $5.14, 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. 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. Represents shares of Class A common stock sold in the open market in accordance with a sell-all election made at the start of a program period of a voluntary equity compensation program as approved by the Board of Directors in June 2023. This election was made during an open trading window while Ms. Wu was not in possession of material non-public information. Each restricted stock unit represents a contingent right to receive one share of Class A common stock. Represents Restricted Stock Units ("RSUs") that were fully vested as of the grant date. These RSUs represent shares received in lieu of a percentage of cash salary as part of a voluntary equity compensation program as approved by the Board of Directors in June 2023. The number of underlying shares is equal to the amount of the forgone salary, divided by the closing trading price of INDI on the date of grant.

Key Figures

Shares sold: 18,898 shares Sale prices: $4.86–$5.14 per share RSUs exercised: 12,898 units +4 more

7 metrics

Shares sold 18,898 shares Open-market sales of Class A common stock

Sale prices $4.86–$5.14 per share Weighted average price range for reported sales

RSUs exercised 12,898 units RSUs converted into Class A common stock

New RSU grant 12,898 units Fully vested RSUs granted in lieu of cash salary

Direct holdings after 114,787 shares Direct Class A common stock owned post-transaction

Indirect holdings after 90 shares Class A common stock held by spouse

RSUs outstanding 12,898 units Each unit is a contingent right to one share

Key Terms

Rule 10b5-1 trading plan, Restricted Stock Units, withholding taxes, sell-all election, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"This sale was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 12, 2025."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Restricted Stock Units financial

"Represents Restricted Stock Units ("RSUs") that were fully vested as of the grant date."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

withholding taxes financial

"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."

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

sell-all election financial

"Represents shares of Class A common stock sold in the open market in accordance with a sell-all election made at the start of a program period of a voluntary equity compensation program."

voluntary equity compensation program financial

"These RSUs represent shares received in lieu of a percentage of cash salary as part of a voluntary equity compensation program as approved by the Board of Directors in June 2023."

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Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 06:30 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^*

Wu Naixi

(Last)

(First)

(Middle)

32 JOURNEY

(Street)

ALISO VIEJO

CALIFORNIA

92656

(City)

(State)

(Zip)

UNITED STATES

(Country)

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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/01/2026		S⁽¹⁾		6,000	D	$4.9438⁽²⁾	114,787	D
Class A Common Stock	06/01/2026		M		12,898	A	$0	127,685	D
Class A Common Stock	06/02/2026		S⁽³⁾		6,246	D	$5.1169	121,439	D
Class A Common Stock	06/02/2026		S⁽⁴⁾		6,652	D	$5.1169	114,787	D
Class A Common Stock								90	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)
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	⁽⁵⁾	06/01/2026		A		12,898		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	12,898	$0	12,898	D
Restricted Stock Units	⁽⁵⁾	06/01/2026		M			12,898	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	12,898	$0	0	D

Explanation of Responses:

1. This sale was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 12, 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 December 15, 2027.

2. 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 $4.86 to $5.14, 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.

3. 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.

4. Represents shares of Class A common stock sold in the open market in accordance with a sell-all election made at the start of a program period of a voluntary equity compensation program as approved by the Board of Directors in June 2023. This election was made during an open trading window while Ms. Wu was not in possession of material non-public information.

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

6. Represents Restricted Stock Units ("RSUs") that were fully vested as of the grant date. These RSUs represent shares received in lieu of a percentage of cash salary as part of a voluntary equity compensation program as approved by the Board of Directors in June 2023. The number of underlying shares is equal to the amount of the forgone salary, divided by the closing trading price of INDI on the date of grant.

	/s/ Naixi Wu by Chang Eui Kim pursuant to power of attorney filed on October 30, 2025	06/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did indie Semiconductor (INDI) CFO Naixi Wu report?

Naixi Wu reported exercising 12,898 Restricted Stock Units into common stock, receiving a new 12,898-unit RSU grant, and selling 18,898 shares of Class A common stock in open-market transactions at prices around $5 per share, largely tied to compensation and pre-set plans.

How many indie Semiconductor (INDI) shares does the CFO hold after these Form 4 transactions?

After the reported transactions, CFO Naixi Wu directly holds 114,787 shares of indie Semiconductor Class A common stock and indirectly holds 90 shares through her spouse. She also holds 12,898 Restricted Stock Units, which each represent a contingent right to receive one Class A share.

Why did the indie Semiconductor (INDI) CFO sell some shares in connection with RSUs?

The filing explains that certain shares of Class A common stock were sold in the open market to pay withholding taxes related to the vesting of Restricted Stock Units. This tax-related selling is a common mechanism for covering payroll tax obligations arising from equity compensation vesting events.

What is the nature of the new RSU grant reported by the indie Semiconductor (INDI) CFO?

The new grant consists of 12,898 Restricted Stock Units that were fully vested on the grant date. According to the filing, these RSUs reflect shares received instead of a percentage of cash salary under a voluntary equity compensation program approved by the Board of Directors in June 2023.