indie Semiconductor insider filing: 81,053 RSUs granted; tax-sale of 41,986 shares

Rhea-AI Filing Summary

Donald McClymont, Chief Executive Officer and director of indie Semiconductor, Inc. (INDI), reported compensation-related equity activity. On 09/05/2025 he received 81,053 restricted stock units (RSUs) that were fully vested as of the grant date and represent one share of Class A common stock each; these RSUs were issued in lieu of cash under the companys 2025 Short Term Incentive Bonus Plan for the first six months of the year. To satisfy tax withholding obligations, 41,986 Class A shares were sold in the open market on 09/08/2025 at $4.22 per share. After the transactions, Mr. McClymont directly beneficially owned 285,602 Class A shares, held 5,366,425 Class V shares, and has 68,115 Class A shares indirectly owned by his spouse.

Positive

• RSUs granted as part of the 2025 Short Term Incentive Bonus Plan, showing alignment of executive pay with company performance
• Timely and detailed disclosure of vesting, open-market sale to cover tax withholding, and both direct and indirect holdings

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine, compensation-driven equity activity with a modest open-market sale to cover tax withholding; no change to operational control.

The filing documents a standard issuance of fully vested RSUs tied to the 2025 Short Term Incentive Bonus Plan and a subsequent open-market sale of 41,986 shares to cover withholding taxes at $4.22 per share. This is typical executive compensation mechanics rather than a signal of company-specific distress or major insider liquidation. The insider retains substantial holdings, including 5.37 million Class V shares, indicating maintained economic exposure to the company.

Corporate Governance Expert

TL;DR: Compensation disclosure adheres to Section 16 reporting norms; vesting and tax-sale are standard and properly disclosed.

The Form 4 indicates timely reporting of RSU vesting and the related market sale for tax obligations. The report includes both direct and indirect holdings and is signed via power of attorney, consistent with established practice. The disclosure clarifies that RSUs were issued in lieu of cash under the 2025 bonus plan, which is relevant for assessing executive pay structure but does not by itself indicate governance concerns.

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

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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^*

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)
09/05/2025

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		81,053	A	$0	327,588	D
Class A Common Stock	09/08/2025		S(1)		41,986	D	$4.22	285,602	D
Class V Common Stock								5,366,425	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)	09/05/2025		A		81,053		(3)	(3)	Class A Common Stock	81,053	$0	81,053	D
Restricted Stock Units	(2)	09/05/2025		M			81,053	(3)	(3)	Class A Common Stock	81,053	$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/ Donald McClymont by Naixi Wu pursuant to power of attorney filed on June 21, 2021	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 did Donald McClymont receive according to the INDI Form 4?

He received 81,053 restricted stock units (RSUs) on 09/05/2025, each representing one share of Class A common stock.

Why were 41,986 INDI shares sold on 09/08/2025?

The Form 4 states 41,986 Class A shares were sold in the open market to pay withholding taxes in connection with the RSU vesting.

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

After the reported transactions he directly beneficially owned 285,602 Class A shares and held 5,366,425 Class V shares; 68,115 Class A shares are indirectly owned by his spouse.

At what price were the shares sold to cover taxes?

The sale on 09/08/2025 was executed at $4.22 per share.

Were the RSUs vested or contingent at grant?

The filing states the RSUs were fully vested as of the grant date and were issued in lieu of cash under the 2025 bonus plan.