NASDAQ: INDI

As a global innovator, we are an approved vendor to Tier 1 partners and our solutions can be found in marquee automotive OEMs worldwide.

Potential Divestiture of Wuxi

In May 2025, indie entered into a non-binding agreement with United Faith Auto-Engineering Co., Ltd., a publicly-listed company in the People’s Republic of China (“United Faith”), to sell up to all of our 34.38% equity interest in Wuxi. On October 27, 2025, we entered into an Asset Purchase Agreement (the "Wuxi Agreement") through Ay Dee Kay, LLC ("ADK"), pursuant to which we have agreed to sell ADK's entire equity interest in Wuxi to United Faith.

Pursuant to the Wuxi Agreement, subject to the satisfaction of closing conditions and receipt of all required regulatory approvals, United Faith will purchase all of ADK’s outstanding equity interest in Wuxi (the "Wuxi Divestiture") for a total gross transaction consideration of RMB 960,834,355, or approximately $135 million (based on the exchange rate in effect on October 24, 2025), payable in cash to ADK, net of applicable local taxes.

The Wuxi Agreement contains certain customary representations, warranties and covenants. The representations and warranties of parties under the Wuxi Agreement will not survive closing, and there is no post-closing indemnification arrangement for breaches of representations, warranties or covenants. The Wuxi Agreement’s covenants include obligations of (i) ADK to assist Wuxi to maintain its ordinary course of business operations during the period between signing the Wuxi Agreement and closing the Wuxi Divestiture, (ii) United Faith to use reasonable best efforts to obtain its shareholder approval of the purchase of all of the outstanding equity of Wuxi (the “Whole Transaction”), (iii) both ADK and United Faith to use reasonable best efforts to cooperate with Wuxi to prepare documents and make all filings necessary to complete the Wuxi Divestiture, and (iv) both parties to register the Wuxi Divestiture and the Whole Transaction with the relevant authorities, as may be applicable.

The Wuxi Agreement also contains customary closing conditions, including (i) receipt of shareholder approval of the Whole Transaction by United Faith’s shareholders and (ii) the receipt of all required regulatory approvals of the Whole Transaction, including approval by the Shenzhen Stock Exchange and the China Securities Regulatory Commission. In November 2025, United Faith received its shareholder approval of the Whole Transaction and has also submitted the Whole Transaction for regulatory review.

During the period between entering into the Wuxi Agreement and prior to closing the Wuxi Divestiture, this potential divestiture of Wuxi will meet the criteria to be reported as discontinued operations once indie determines that it is probable that United Faith will receive all necessary local regulatory approvals and the closing will occur within the requisite period under applicable accounting guidance. Upon the completion of this potential Wuxi Divestiture, indie will fully deconsolidate the financial results of Wuxi and in

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return, recognize a pre-tax gain/loss, which would be presented in indie’s then Consolidated Statements of Operations. For the year ended December 31, 2025, Wuxi accounted for approximately 43% and 11% of indie’s consolidated revenue and operating expenses, respectively. Further, as of December 31, 2025, Wuxi accounted for approximately 12% and 3% of indie’s consolidated total assets and total liabilities, respectively. Following any deconsolidation of Wuxi, we will no longer include any financial results of Wuxi in our future consolidated financial statements.

We cannot provide any assurance regarding the timing for the completion of the Wuxi Divestiture, that the closing conditions of the Wuxi Divestiture, including, but not limited to, receipt of all required regulatory approvals, will be satisfied, or that the Wuxi Divestiture will be completed.

As of both December 31, 2025 through February 27, 2026, we determined that the Wuxi Asset Sale has not met the requisites under applicable accounting guidance to be presented as discontinued operations within our consolidated financial statements.

Recent Acquisitions and Transactions

Acquisition of emotion3D

On September 26, 2025 (the “emotion3D Closing Date”), Ay Dee Kay Ltd. completed its acquisition of emotion3D GmbH (“emotion3D”). The acquisition was consummated pursuant to a Share Purchase Agreement (the “SPA”) whereby Ay Dee Kay Ltd. acquired all of the outstanding common shares of emotion3D. The closing consideration consisted of (i) $17.7 million in cash as the initial cash consideration (including debt paid at closing and net of cash acquired) (ii) certain contingent considerations with total preliminary fair value of $7.3 million, payable in cash or Class A common stock at indie's sole election, subject to emotion3D's achievement of certain revenue-based milestones through February 28, 2027; and (iii) certain holdbacks and adjustments totaling $3.0 million subject to final release 24 months from the emotion3D Closing Date. See Note 3 — Business Combinations for additional descriptions of our recent acquisitions.

Execution of At-The-Market Agreement

On August 26, 2022, we entered into an At Market Issuance Agreement (“ATM Agreement”) with B. Riley Securities, Inc., Craig-Hallum Capital Group LLC and Roth Capital Partners, LLC (collectively as “Sales Agents”) relating to shares of our Class A common stock, par value $0.0001 per share (the “Class A common stock”). In accordance with the terms of the ATM Agreement, we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $150.0 million from time to time through the Sales Agents, acting as our agent or principal. The ATM Agreement was previously registered on the registration statement on Form S-3 (Registration No.333-267120) (the “2022 Registration Statement”), which expired on September 7, 2025. Prior to its expiration, on August 29, 2025, we filed with the SEC a prospectus supplement to our automatic shelf registration on Form S-3ASR (Registration No. 333-285653) to register the offering of the unsold securities of $59.8 million pursuant to the ATM Agreement. We implemented and renewed this program for the flexible access it provides to the capital markets. As of December 31, 2025, and since the inception of the program, indie raised gross proceeds of $90.2 million and issued 11,138,984 shares of Class A common stock at an average per-share sales price of $8.10, incurred issuance costs of $1.9 million, and had approximately $59.8 million available for future issuances under the ATM Agreement.

During the year ended December 31, 2025 there was no ATM activity. During the year ended December 31, 2024, indie raised gross proceeds of $19.8 million and issued 3,787,725 shares of Class A common stock at an average per-share sales price of $5.24. For the year ended December 31, 2024, indie incurred total issuance costs of $0.4 million.

Reverse Recapitalization with Thunder Bridge Acquisition II

On June 10, 2021, we completed a series of transactions (the “Transaction”) with Thunder Bridge Acquisition II, Ltd (“TB2”) pursuant to the Master Transactions Agreement dated December 14, 2020, as amended on May 3, 2021 (the “MTA”). In connection with the Transaction, Thunder Bridge II Surviving Pubco, Inc, a Delaware corporation (“Surviving Pubco”), was formed to be the successor public company to TB2, TB2 was domesticated into a Delaware corporation and merged with and into a merger subsidiary of Surviving Pubco. Additionally, we consummated a Private Investment in Public Equity (“PIPE”) financing, pursuant to which Surviving Pubco issued 15 million Class A common shares, generating net proceeds of $150 million as a result of the Transaction. Also, on June 10,

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2021, Surviving Pubco changed its name to indie Semiconductor, Inc. and listed our shares of Class A common stock on The Nasdaq Stock Market LLC under the symbol “INDI.”

Industry Overview

At the highest level, semiconductors can be classified either as discrete devices, such as individual transistors, or ICs, where a number of transistors and other components are combined to form a more complicated electronic subsystem. ICs can be divided into three primary categories: digital, analog, and mixed-signal. Digital ICs, such as memory devices and microprocessors, can store or perform arithmetic functions with data. Analog ICs, by contrast, handle real-world signals such as temperature, pressure, light, sound, or speed, and perform power management functions such as regulating or converting voltages for electronic devices. Mixed-signal ICs combine digital and analog functions onto a single chip and play an important role in bridging real-world inputs into the digital domain.

Research analysts anticipate the automotive sector will become one of the fastest‑growing market opportunities, driven by increased semiconductor content in ADAS and the rapid global expansion of electric vehicles ("EVs"), as automakers increasingly shift toward software‑defined, electrified, and highly automated architectures. According to Global Market Insights, the automotive market is expected to grow from $79.7 billion in 2025 to $116.8 billion by 2030 and $164.7 billion by 2034 with a volume of 5.02 billion units, growing at a value CAGR of 8.4% and volume CAGR of 8.1% during the forecast period of 2025 - 2034.

indie’s Market Opportunity

In today’s automobiles, semiconductors perform a variety of functions across multiple electronic components and systems, including sensing, processing data, storing information and converting or controlling signals. Semiconductor architectures vary significantly depending upon the specific function or application of the end product. They also differ based on a number of technical characteristics, including the degree of integration, level of customization, programmability and the underlying process technology utilized in manufacturing and assembly.

While semiconductors have always comprised the core building blocks of automotive electronic systems and equipment, recent technological advances have substantially increased their features, functionality and performance. Today, they support enhanced in-cabin sensing, enable automated driver and safety features, increase levels of ADAS and autonomy, and enable high‑performance processing and sensing. This innovation has created significant growth opportunities across diverse end markets, including industrial mobility and humanoid robotics, leveraging reduced footprint, lower cost, and power-consumption efficiency. In addition, advanced photonics (laser and light sources) is now playing a pivotal role as well, enabling high‑precision LiDAR for advanced perception and next‑generation head‑up displays ("HUDs") for enhanced driver awareness and automated safety.

The automotive semiconductor market is being propelled by the increased adoption of ADAS, which in turn leads to a meaningful increase in semiconductor content per vehicle. As automakers prioritize higher safety performance and scalable automation, demand is rising for advanced processors, sensing SoCs, and safety‑critical control devices—creating a durable, multi‑year growth cycle for suppliers with strong ADAS technology portfolios.

Regarding electrification, the global electric vehicle ("EV") market size was valued at $713.9 billion in 2024 and is projected to grow from $892.6 billion in 2025 to $2.1 trillion by 2032, exhibiting a compounded annual growth rate (“CAGR”) of 13.2% during the forecast period. These forecast volumes are driven in part by increasing global governmental mandates to decarbonize road transportation, which contributes over 15% of total greenhouse gases (“GHG”) according to the International Energy Agency, but also by improved consumer awareness and preference for low-carbon vehicle options. While the state of California has been a global leader in this through its Low-Emission Vehicle (“LEV”), GHG and Zero-Emission Vehicle (“ZEV”) regulations and criteria, there is accelerating international momentum to address the climate change impact of vehicles through global forums such as the United Nations Conference of the Parties (“COP”). These collective initiatives, commitments and regulations – enabled by semiconductor technologies — will drive global EV uptake, reduce harmful emissions and benefit society as a whole.

In parallel, global ADAS system deployments are expected to increase substantially, driven in part by mandates for increased vehicle safety features by governmental bodies such as the European Commission and the National Highway Traffic Safety Administration (“NHTSA”) in the United States. Better consumer safety awareness and demand created by safety assessment initiatives such as the European and U.S. New Car Assessment Programs (“NCAP”) have also directly influenced vehicle OEMs to incorporate minimum levels of crash safety and mitigation into new vehicles since 1979. These safety technology initiatives have evolved over time to include sophisticated semiconductor-enabled ADAS and automation capabilities such as Automatic Electronic Braking (“AEB”), Lane Keeping

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Assist (“LKA”), speed assistance and forward collision warning and, most recently, driver and occupant monitoring (“DMS”, “OMS”), in order for a vehicle to be awarded a 5-star rating.

Driver and Occupant Monitoring Systems ("DOMS") are rapidly becoming foundational in‑cabin safety technologies as global regulations shift from optional features to mandatory requirements. Regulatory bodies—particularly in Europe—are driving adoption through measures such as the EU General Safety Regulation mandating Driver Drowsiness and Attention Warning systems for all new vehicles from July 2024, and Advanced Driver Distraction Warning ("ADDW") requirements extending to all new vehicles by July 2026, with Euro NCAP also requiring direct DMS for five‑star ratings. This regulatory momentum has elevated DOMS from a convenience feature to an essential safety component influencing vehicle compliance, safety scores, and in‑cabin architecture. As a result, according to APO Research January 2026, global adoption is accelerating, with the DOMS market growing from roughly $2.5 billion in 2025 toward nearly $19.8 billion by 2032 as OEMs integrate camera‑based, infrared, and multimodal sensing to meet increasingly strict cockpit‑awareness and driver‑state monitoring requirements.

Today’s in‑cabin user experience ("UX") goes well beyond traditional displays or media functions—consumers expect intuitive, informative, connected, and engaging interactions similar to those offered by their personal devices. They also seek greater convenience, utility, and comfort. Features such as power delivery, wireless charging, display systems, and connected‑vehicle networking all contribute to this broader UX and rely heavily on semiconductor-enabled electronics.

indie’s growth opportunity is not dependent upon global automotive vehicle production volumes, but rather on the increased levels of semiconductor content that are necessary to support the growing adoption of safety and automation systems and enhanced user experiences applications as introduced above.

Competitive Strengths

indie focuses on delivering leading-edge semiconductor hardware with embedded software solutions. Over the past 10 years, we have built trusted relationships with Tier 1 automotive suppliers. Through focused R&D, leading intellectual property and a curated strategic partner network, we are on multiple Tier 1 Approved Vendor Lists (“AVLs”). Our competitive strengths include the following:

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Positioned in the highest growth areas. Our products serve a wide range of automotive applications, spanning advanced ADAS, such as automated emergency braking, lane‑keeping, blind‑spot detection, adaptive cruise control, and vulnerable road‑user protection through multimodal sensing that includes vision, radar, and LiDAR. Our portfolio also supports perception and driver and occupant monitoring, enabled by advanced vision processors and our AI-based emotion3D software. In addition, we deliver high‑performance real-time radar exterior vehicle perception, innovative photonics for LiDAR and navigation, and in‑cabin user‑experience technologies such as electronic mirrors and surround‑view systems—all designed to enhance safety, automation, and vehicle intelligence.

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Differentiated solutions with high barriers to entry. Due to the high degree of regulatory scrutiny and safety requirements in the automotive industry, the semiconductor market is characterized by stringent qualification processes, zero defect quality requirements and functionally safe design architectures. As a result, products must meet high reliability standards and have extensive design-in timelines. Further, the automotive environment is harsh, exposing vehicles to fluctuations in temperature and humidity and solutions require specific expertise. Given our extensive industry experience, indie has overcome these high barriers to entry and is well-positioned to solve some of the most demanding design challenges.

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Partner/Customer relationships. We focus on engaging with leading global customers by developing technically differentiated, compelling and sustainable architectures. To win with customers and programs, we bring unique designs that allow major cost savings through higher levels of product integration, reducing the total number of chips needed to support multiple requirements. Toward that end, today indie is approved on multiple Tier 1 AVLs.

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Proven management team. indie’s executive management team brings extensive semiconductor experience, with past successes in delivering leading-edge technologies and creating stockholder value.

Company Strategy

We are dedicated to offering our customers a comprehensive portfolio of highly integrated software and hardware solutions that enable automotive technology as well as emerging adjacent-market applications in robotics, quantum, and industrial mobility. We focus on designing and delivering technologies that enable key automotive dynamics such as vehicle automation, safety systems, and enhanced vehicle perception and sensing. Core tenets of our strategy include:

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Enabling diverse, high-growth applications. Our SoC solutions are at the epicenter of a diverse set of emerging applications, including radar, LiDAR, computer vision, wireless charging, wired power delivery, high-speed video and data transport, augmented reality head-up-displays , and power management.

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Delivering on existing wins and extending product reach. Our products currently support multiple Tier 1 automotive supplier platforms. We are also delivering advanced radar, LiDAR, and vision solutions, further strengthening our position across next‑generation sensing architectures. In addition, indie develops AI‑based software alongside our chip offering, to enable Artificial Intelligence (AI) and Machine Learning (ML) processor‑acceleration capabilities into our vision and radar portfolio, bringing higher‑performance perception, improved system intelligence, and greater levels of functional integration.

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Leveraging our global supply chain. We have built a nimble global network of foundry, test and assembly partners that provide us with the ability to deliver superior supply chain operations. As a fabless semiconductor supplier, this approach allows us to maximize scalability while minimizing capital expenditures. To meet demand as the business scales, we are continuing to enhance our successful strategic supply chain partnerships.

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Driving margin expansion through innovative designs and development. We intend to expand our business by continuing to design and develop more highly integrated, higher‑value application specific standard product ("ASSP") solutions that maximize functionality, reduce system complexity, and eliminate the need for multiple discrete devices. Additionally, through our recent acquisition of emotion3D based in Vienna, Austria, we now offer in addition to the SoC’s a high-valued software for Driver and Occupant Monitoring Systems.

Our engineering teams architect products that enhance performance and efficiency while minimizing power, footprint, and overall bill‑of‑materials ("BOM") cost for our customers. As part of this strategy, we are actively exiting lower‑value, lower‑margin in‑cabin products such as interior lighting, and reallocating resources toward differentiated silicon and software‑enabled platforms. The addition of high‑margin software further strengthens our portfolio and supports sustained gross‑margin expansion as we scale these next‑generation integrated solutions.

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Pursuing selective acquisitions. Since our IPO, we have completed multiple acquisitions. We continually assess and plan to selectively pursue inorganic opportunities that are complementary to our existing technologies and portfolio of products and/or accelerate our growth initiatives.

Company Products and Solutions

Our current products include devices for a multitude of automotive applications spanning vision and radar processors, in-cabin wireless charging and USB power delivery, device interfacing through Apple CarPlay and Android Auto, and high-speed video and data connectivity. New products under evaluation or development include LiDAR, cybersecurity-enabled microcontrollers, and sensor-fusion processors that leverage our broad multi-sensor processing expertise, supporting the diverse range of applications shown below.

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We have deep design experience and capabilities in core technologies, allowing us to deliver leading-edge automotive architectures. Our capabilities include, but are not limited to:

· system engineering, optimization, and partitioning;

· mixed-signal and RF design;

· analog and power management;

· digital design;

· Digital Signal Processors (“DSP”) and Arm®-based Microcontrollers (“MCU”); and

· optical component and photonics technology.

Embedded software is fundamental to nearly all of indie’s products, underpinning system performance, safety, and feature expansion. Our platforms leverage automotive‑grade software architectures and Arm‑based 32‑bit processing to deliver reliable, high‑efficiency computing. Our latest emotion3D driver‑analysis software enables a broad spectrum of safety and user‑experience applications, from real‑time driver monitoring to intelligent cabin interaction. Through our proprietary design flow, we also support advanced algorithm development and seamless hardware–software co‑development, accelerating innovation and system integration for our customers.

Photonics Products and Solutions

Our Photonics division designs, manufactures and integrates innovative photonic components and sub-systems on various technology platforms, including fiber Bragg gratings (“FBG”), low-noise lasers, athermal and tunable packaging, leveraging low-noise and high-speed electronics. We also design and develop a comprehensive range of standard and custom light sources, including Superluminescent Light Emitting Diodes ("SLEDs"). These components are ideal for integration into high-performance laser systems, optical sensing (including automotive LiDAR, HUD, and gyroscopes), and adjacent markets supporting mobility, quantum, and quantum sensing.

Manufacturing

Other than specific FBG and semiconductor laser-based products offered by our Photonics division, indie continues to utilize a fabless business model, working with a network of third parties to manufacture, assemble, and test our products. This approach allows us to focus our engineering and design resources on our core competencies and to control and reduce our fixed costs and capital expenditures.

Wafers, which are the fundamental components of our devices, are manufactured by multiple third-party foundries. Our primary foundry partners are TSMC, Global Foundries, X-FAB and HHGrace and we may add foundries as our product portfolio evolves. We contract with X-FAB for mixed signal and high voltage foundry. HHGrace provides us deeper sub-micron capabilities with embedded Flash Memory. We use TSMC and Global Foundries as our foundry partners for several process technologies, including advanced nodes. We multi-source packaging at ASE, SCK, and other suppliers. We use test services from ASE, SCK, Sigurd and Terapower. Having several sources and partners provides us with enhanced security of supply. On a case-by-case basis, we may also work with alternative suppliers to maximize cost, schedule, or customer supply chain preferences.

Manufacturing lead time is typically 26 weeks. The lead time for wafers is typically 16 weeks. The backend processing, including probe, assembly, and test, is about 8 weeks and has been recently increasing due to global capacity constraints. The finished product is then warehoused and drop-shipped to a specific location. We currently ship products to Greater China (including Hong Kong and Taiwan), the United States, Portugal, Korea, Mexico, and Germany and other non-restricted countries through distributors.

In connection with our acquisition of indie Photonics Canada Inc., which was previously known as TeraXion Inc., in October 2021 and indie Technologies Switzerland AG, which was previously known as Exalos AG, in September 2023, we added limited manufacturing capabilities in Quebec City, Canada, to assemble and test FBG-based products and semiconductor laser-based products, and in Switzerland to assemble specialized LED modules.

Sales, Marketing and Customer Support

Our go-to-market strategy provides comprehensive customer coverage. We are partner and standard agnostic, allowing our solutions to be used globally and across multiple platforms and customers. We target innovative Tier 1 automotive suppliers and focus on the

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semiconductors and software that enable the key systems which underpin the highest growth automotive technology market opportunities.

We often work with customers who have a leading market share in a given application, and we deliver unique, custom software and hardware solutions. Given automotive product cycles, we can be in production with customers for periods of up to seven years or longer with a single design. Through our customer collaboration at the research and development level, our team members are often integrated into a customer’s technology selection and design processes, a key aspect in indie’s winning track record of repeat business.

Since our inception, we have shipped over 550 million devices to customers, and our products are powering solutions in multiple automotive suppliers. By establishing a trusted relationship with the industry’s leading suppliers, indie is well positioned to gain a growing share of new automotive solutions.

Research and Development Strategy

We have invested a significant amount of time and expense into the design and development of our products and the associated software. Our engineering teams deliver innovative mixed-signal solutions with a focus on meeting our customers’ performance requirements.

As an automotive company, we believe that our future success depends on our ability to rapidly develop and introduce differentiated products. Our goal is to continually improve both our existing portfolio and simultaneously introduce new solutions to create value for our customers. To outpace market growth, we seek to invest in opportunities that will help extend our product reach, with an emphasis on the industry’s fastest-growing segments. Our focus on meeting or exceeding stringent automotive safety and reliability requirements is fundamental to our research and development process.

To that end, we regularly review our investments to ensure alignment with our growth and profitability goals and make necessary changes in the allocation of resources as needed. In 2025, we spent approximately 71% of our revenues on research and development as we expand product development activities in support of pent-up customer demand. To that end, we regularly review our investments to ensure alignment with our growth and profitability goals and make necessary changes in the allocation of resources as needed.

Our research activities are principally conducted at our headquarters in Aliso Viejo, California and we have design centers and sales offices in locations including San Jose, California; Cordoba, Argentina; Vienna, Austria; Dresden, Frankfurt an der Oder, Munich and Nuremberg, Germany; Schlieren, Switzerland; Rabat, Morocco; Haifa, Israel; Quebec City and Toronto, Canada; Seoul, South Korea; Tokyo, Japan and several locations throughout China.

Process and Packaging Technology

Packaging is becoming increasingly crucial to the performance and reliability of automotive ICs and photonic components, especially given the challenging operating environment of vehicles and other mobility platforms such as drones and robotics (including humanoids). indie’s technology development engineers have long-established expertise in delivering leading-edge capabilities, such as system-in-package (“SiP”) technology. Furthermore, we leverage our packaging capabilities to integrate multiple chips into a single package. Additionally, for photonics we offer a unique Hybrid Optical Packaging Systems ("HOPS") manufacturing capability for the integration and optical alignment of small optical components into a tiny module.

Automotive Quality and Safety

We employ wafer and package technologies that meet or surpass the rigorous quality and safety requirements set by industry standards and our customers. Our robust development processes and company guidelines have resulted in indie devices that are capable of exceeding the requirements of AEC Q100 Automotive Grade.

Our dedication to our customers begins with a commitment to design, produce and deliver the highest quality products that meet or exceed the performance levels required for each application. We encourage our customers to frequently visit both our design centers and our manufacturing partners to ensure that the processes and quality meet the standards they have come to expect. We are ISO9001 and ISO26262 certified (including achieving ASIL-D, the highest automotive safety integrity level), compliant to IATF16949 and intend to pursue further relevant certifications.

Intellectual Property

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The core strengths of our business are our intellectual property portfolio and engineering experience, both of which guide product development activities and our approach to patent filings.

Our future success and competitive position depend in part upon our ability to obtain and maintain protection of our proprietary technologies. In general, we have elected to pursue patent protection for aspects of our circuit and device designs that we believe are patentable. We have over 360 patents issued protecting a number of core technologies, and over 260 pending patent applications, but we do not rely on any particular patent or patents for our success and have instead relied on our know-how and trade secrets. We also rely on a combination of non-disclosure agreements and other contractual provisions, as well as our employees’ commitment to confidentiality and loyalty, to protect our technology and processes. Our issued patents will expire between 2026 and 2043.

The semiconductor industry in general is characterized by frequent claims of infringement and litigation regarding patent and other intellectual property rights. Patent infringement is an ongoing risk, in part because other companies in our industry could have patent rights that may not be identifiable when we initiate development efforts. Litigation may be necessary to enforce our intellectual property rights, and we may have to defend ourselves against infringement claims.

Competition

The market for high-performance analog, digital and mixed-signal semiconductors for automotive applications is competitive although recent consolidation across the semiconductor industry has reduced the number of viable competitors and created design opportunities for us. Our primary competitors are other automotive-focused semiconductor companies, including Infineon, Monolithic Power Systems, NXP, Renesas and ST Microelectronics.

Some competitors have more financial resources than we do, while others have a more diversified set of products and end markets. Accordingly, such competitors may be able to respond more quickly to customer requests and market developments, and to better withstand external economic or market factors.

However, we believe that our technical and design experience, our existing approved vendor list position across multiple Tier 1 automotive suppliers, and a growing demand for software-embedded solutions with proprietary manufacturing and packaging capabilities, and our ability to offer both standard and custom ASIC solutions, position us to outpace our addressable market.

Corporate Responsibility and Sustainability

We believe responsible and sustainable business practices support our long-term success. As a company, we are committed to protecting and supporting our people, our environment, and our communities. This commitment is reflected through our day-to-day activities, including the adoption of socially responsible policies and procedures, our focus on fostering an inclusive workplace, our constant drive toward more efficient use of materials and energy, our careful management of our supply chain, our products, which help enhance road safety, and our ethics and compliance program. Our ongoing commitment and progress in this area are documented in our Environmental, Social, and Governance ("ESG") Report, typically published annually and available on our website.

· We seek to protect the human rights and civil liberties of our employees through policies, procedures, and programs that avoid risks of compulsory and child labor, both within our company and throughout our supply chain.

· We foster a workplace of dignity, respect, diversity, and inclusion through our recruiting and advancement practices, internal communications, and employee resource groups.

· We educate our employees annually on relevant ethics and compliance topics, publish accessible guidance on ethical issues and related company resources in our global Code of Business Conduct and Ethics, and encourage reporting of ethical concerns through any of several global and local reporting channels.

· We innovate to reduce the energy used by our products, the energy used to manufacture them, and the amount of new materials required to manufacture them.

Government Regulations

Our global business and operations are subject to various U.S. and foreign laws and regulations covering a wide variety of subject matters, including, but not limited to, those relating to automotive quality standards and regulations, export control, intellectual property, data protection, cybersecurity, environmental, health and safety requirements, tax, employment, competition and anti-trust,

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anti-corruption, conflict minerals, corporate governance, financial and other disclosures. Compliance with these laws and regulations has not had a material effect upon our capital expenditures, results of operations, or competitive position, and we do not currently anticipate material capital expenditures for environmental control facilities. However, compliance with existing or future governmental regulations could have a material impact on our business in subsequent periods. Additional information regarding governmental regulations relevant to our business is discussed in Part I, Item 1A, “Risk Factors.”

Human Capital Resources

As of December 31, 2025, we had approximately 800 full time employees. None of our employees or contract workers are represented by a labor union.

We believe our success depends on our ability to attract and retain talented, highly qualified employees. Our compensation program is designed to attract, motivate, engage and retain our employees and to appropriately reward them for their contributions to our business. We offer a combination of competitive base salary, bonus plans and equity incentives to motivate our employees to perform to the best of their abilities and achieve our short term and long-term objectives in order to increase both stockholder value and our success. We also offer a range of attractive location-specific benefits and reward programs that include medical and dental coverage, life insurance, highly competitive retirement savings contributions, employee assistance programs, supportive leave policies, paid days off for volunteer work, and wellness campaigns to support health and mental well-being, as well as the option to participate in our Employee Equity Purchase Program (the "EEPP").

Annual employee reviews are designed to align employees with our business goals and objectives and provide essential feedback and coaching to encourage our employees' success and career growth. This process is supplemented by continuous check-ins with peers and management staff to identify areas for improvement and drive new initiatives that benefit the people at the heart of our business.

We support open and regular communication through monthly or, as needed, global all-hands meetings hosted by our Chief Executive Officer and other senior executives during which important business and organizational information is shared with employees in order to develop an informed and engaged workforce.

We also believe that ongoing professional and personal development is fundamental to ensuring that employees at every level remain motivated and are equipped with all the tools they need to excel in their individual disciplines. Our commitment to investing in the growth of our employees encompasses a variety of educational programs, mandatory company training and personal coaching sessions.

Information about Our Executive Officers

Names, titles, biographies, as well as ages as of January 31, 2026 of our executive officers are as follows:

Name

Age

Position

Donald McClymont

57

Chief Executive Officer and Director

Ichiro Aoki

61

President and Director

Naixi Wu

41

Chief Financial Officer

Michael Wittmann

55

Chief Operating Officer

Donald McClymont serves as indie’s Chief Executive Officer and is responsible for formulating its strategic vision, ensuring the execution of business plans and creating shareholder value. Mr. McClymont also serves on indie’s Board of Directors. Prior to co-founding indie in 2007, he was Vice President of Marketing at Axiom Microdevices, tasked with driving company strategy, developing sales engagements and building key industry partnerships. Prior to Axiom, he was a Product Line Director at Skyworks Solutions and Conexant, and a Marketing Manager at Fujitsu. Previously, he was with Thesys (now X-FAB Melexis), and Wolfson (now Cirrus Logic), as a design engineer. Mr. McClymont holds five patents worldwide and earned a Master in Engineering Electronics and Electrical from the University of Glasgow.

Ichiro Aoki serves as indie’s President and as a member of the Board of Directors. He works closely with indie’s executive team and Board to create, update and manage execution of indie’s strategies and technical roadmaps. Prior to co-founding indie in 2007, Dr. Aoki was a co-founder, Board Member and Chief Architect of Axiom Microdevices, which was subsequently sold to Skyworks Solutions. Previously, Dr. Aoki founded and served as co-CEO of PST Eletronica Ltd. in Brazil, which was later sold to Stoneridge, Inc. Dr. Aoki has developed 35 patents worldwide and has authored numerous IEEE papers, two of them having over 400 citations. He is fluent in

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Japanese, Portuguese and English. Dr. Aoki holds a Ph.D. and Masters in Electrical Engineering from the California Institute of Technology and a Bachelor of Science in Electrical Engineering from the University of Campinas, Sao Paulo, Brazil. He serves as a California Institute of Technology Electrical Engineering Advisory Council Member and is also a Scientific Advisory Board Member with the California Institute of Technology Space-based Solar Power Project.

Naixi Wu serves as indie’s Chief Financial Officer. In this role, Ms. Wu leads indie’s accounting and finance operations, and oversees financial reporting, tax, global treasury and internal control activities. From April 2025 to November 2025, when she was appointed Chief Financial Officer, Ms. Wu served as Chief Accounting Officer, leading indie’s accounting and finance operations and overseeing financial reporting. She joined indie in May 2021 as Director, SEC Reporting and served in that position until November 2021 when she assumed the role of Vice President, Accounting from November 2021 to September 2023. From September 2023 to April 2025, she served as Senior Vice President, Accounting. Prior to joining indie, from September 2017 to May 2021, Ms. Wu held senior accounting roles with increasing responsibility at CalAmp Corp., a company specializing in asset tracking services for various markets. Prior to CalAmp Corp., Ms. Wu served as Senior Manager of Financial Reporting at Westfield and Director of Financial Reporting at RealD. She began her career in PricewaterhouseCoopers LLP’s Assurance Practice, where she held a series of roles with increasing responsibility. Ms. Wu holds a Bachelor of Arts in Business Economics with an emphasis on Accounting from the University of California, Santa Barbara.

Michael Wittmann serves as indie’s Chief Operating Officer. In this role, Mr. Wittmann is responsible for expanding and optimizing our global supply chain, managing manufacturing engineering functions and information technology functions, and overseeing day-to-day operations. From June 2022 until January 2024 when he was appointed as Chief Operating Officer, Mr. Wittmann served as Senior Vice President and General Manager, Power Business Unit. From March 2021 to June 2022, Mr. Wittmann served as indie’s Vice President, Marketing. Prior to joining indie, from May 2012 to March 2021, Mr. Wittmann served in various senior marketing roles of increasing responsibility at Intel Corporation, serving most recently as Senior Director of 5G Solutions and General Manager of Wireless and Connectivity Sales from October 2016 to March 2021. He previously held product marketing positions with International Rectifier, which was acquired by Infineon Technologies AG in January 2015. Mr. Wittmann holds a Diploma in Electrical Engineering from RWTH Aachen University, Germany.

Our executive officers are appointed annually by and serve at the discretion of the Board of Directors.

Available Information

Our primary Internet address is www.indie.inc. We make our U.S. Securities and Exchange Commission (“SEC”) periodic reports (Forms 10-Q and Forms 10-K) and current reports (Forms 8-K) available free of charge through our website as soon as reasonably practicable after they are filed electronically with the SEC. Within the Investor Relations section of our website, we provide information concerning corporate governance, including our Audit and Compensation Committee charters, Nominating and Corporate Governance information, Board committee composition and chairs, Code of Ethics for Principal Financial Officers, and other information. The content of our website is not incorporated by reference into this Annual Report on Form 10-K or into any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.

The SEC also maintains an Internet website at http://www.sec.gov that contains reports, proxy and information statements, and other information that we file electronically with the SEC.

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