INDI insider filing: Aoki receives RSUs; sells shares to cover taxes

Rhea-AI Filing Summary

Ichiro Aoki, President and Director of indie Semiconductor, Inc. (INDI), reported equity activity on Form 4. On 08/31/2025 he was granted 12,500 time-based restricted stock units (RSUs) that vest 25% each year over four years, representing rights to 25,000 underlying Class A shares. The grant is recorded at $0 per share.

Following the vesting event, 4,770 Class A shares were sold on 09/02/2025 at $4.25 to cover withholding taxes, reducing his reported direct Class A holding from 71,965 to 67,195 shares. He also reports indirect ownership of 4,939,362 Class V shares.

Positive

• 12,500 RSU grant provides continued alignment of executive incentives with shareholder interests
• Vesting schedule (25% annually) supports executive retention
• Clear disclosure of sale to cover tax withholding demonstrates compliance with reporting rules

Negative

• 4,770 shares sold reduced direct Class A holdings to 67,195 shares
• Grant dilutive in potential share count (25,000 underlying Class A shares represented)

Insights

Financial Analyst

TL;DR: Routine executive compensation vesting with a small market sale to cover taxes; limited immediate financial impact.

The Form 4 shows a standard time-based RSU grant of 12,500 units that vest annually over four years, converting to 25,000 potential Class A shares at $0 exercise price, indicating equity compensation rather than a cash purchase. The subsequent open-market sale of 4,770 shares at $4.25 appears to be a withholding-tax sell-to-cover rather than a discretionary liquidation. The transactions modestly reduce his direct Class A holding to 67,195 shares while leaving substantial indirect Class V ownership intact. Overall, this is a compensation and tax-coverage transaction with no indication of broader corporate events.

Corporate Governance Expert

TL;DR: Typical executive vesting and tax-related sale; disclosure aligns with Section 16 reporting requirements.

The filing documents a time-based equity award and a related sale to satisfy tax withholding obligations, both properly reported. Vesting schedule is spelled out as 25% per year for four years, which is standard for retention incentives. The sale is explicitly described as to cover withholding taxes tied to RSU vesting. There are no indicia in the filing of director or officer departures, special transfers, or transactions pursuant to 10b5-1 plans. From a governance perspective, the disclosure fulfills reporting obligations and reflects routine compensation mechanics.

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^*

Aoki Ichiro

(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)
	President

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2025

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	08/31/2025		M		12,500	A	$0	71,965	D
Class A Common Stock	09/02/2025		S(1)		4,770	D	$4.25	67,195	D
Class V Common Stock								4,939,362	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)	08/31/2025		M			12,500	(3)	(3)	Class A Common Stock	25,000	$0	12,500	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. 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.

	/s/ Ichiro Aoki by Naixi Wu pursuant to power of attorney filed on June 21, 2021	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity did Ichiro Aoki receive in the Form 4 for INDI?

He was granted 12,500 restricted stock units (RSUs) on 08/31/2025, representing rights to 25,000 underlying Class A shares vested over four years.

Why were shares sold by Ichiro Aoki on 09/02/2025?

The filing states 4,770 Class A shares were sold in the open market at $4.25 to pay withholding taxes related to RSU vesting.

How many Class A and Class V shares does Aoki report after these transactions?

Reported holdings after the transactions are 67,195 Class A shares (direct) and 4,939,362 Class V shares (indirect).

What is the RSU vesting schedule disclosed in the filing?

The RSUs vest 25% on each of the first, second, third and fourth anniversaries of the grant date.

Was the Form 4 filed by a single reporting person and who signed it?

Yes, the form was filed by one reporting person; the signature is dated 09/03/2025 and executed by Naixi Wu pursuant to a power of attorney for Ichiro Aoki.