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NASDAQ: INDI indie Semiconductor, Inc. 8-K

indie Semiconductor to acquire ams-OSRAM's CMOS image sensor business for $47M

Filed May 11, 2026 · Period ending May 8, 2026 · ~1 min read

3 key changes 2 high relevance 2 sections

Key Changes

  • high

    Subsidiary Ay Dee Kay Ltd. signed definitive agreement to acquire ams-OSRAM's CMOS imaging sensor business through purchase of ams Sensor Belgium B.V. shares plus related assets and liabilities.

    Item 1.01 view on EDGAR →
  • high

    Total consideration €40M (~$47.1M): €35M cash at closing (subject to working capital adjustments) plus €5M vendor note from seller at 2.5% interest due 24 months post-close.

    Item 1.01 view on EDGAR →
  • medium

    Transaction expected to close Q3 2026, subject to customary closing conditions including regulatory approvals.

    Item 1.01 view on EDGAR →

Summary

indie Semiconductor announced a strategic acquisition to expand its imaging capabilities. Through its Scottish subsidiary, the company will acquire ams-OSRAM's CMOS image sensor business for approximately $47.1 million. The deal structure includes cash at closing and a seller-financed note, reducing immediate cash requirements.

For retail investors, this acquisition signals indie's intent to vertically integrate imaging technology, potentially strengthening its automotive sensor portfolio. The relatively modest deal size suggests a tuck-in acquisition rather than transformational M&A. The vendor financing component indicates seller confidence in the business transition.

Watch for Q3 closing confirmation and management commentary on expected revenue contribution and integration costs in upcoming earnings calls. Regulatory approval risk appears standard for cross-border semiconductor deals of this size.

Section-by-Section Diff

Event · Item 8.01 — Other Events

~300 words

Item 8.01 — Other Events filed; see Key Changes for terms.

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Added Acquisition of CMOS image sensor business high

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On May 8, 2026, Ay Dee Kay Ltd., a private limited company incorporated under the laws of Scotland and a wholly-owned subsidiary of the Company (“indie UK”) entered into a Master Agreement on the Sale and Purchase of the CMOS Imaging Sensor Business (“Purchase Agreement”) with ams-OSRAM AG (“ams-OSRAM”), pursuant to which indie UK has agreed to acquire the CMOS image sensor business of ams-OSRAM (the “CMOS Business”) through the acquisition of all outstanding shares of ams Sensor Belgium B.V., a wholly-owned subsidiary of ams-OSRAM, and the purchase of assets and assumption of liabilities exclusively related to the CMOS Business (the “Acquisition”).

indie Semiconductor's wholly-owned Scottish subsidiary has entered into a definitive agreement to acquire ams-OSRAM's CMOS image sensor business. The acquisition will be structured through purchasing all shares of ams Sensor Belgium B.V. plus certain assets and liabilities related to the CMOS business. The parent company is guaranteeing the subsidiary's obligations under the purchase agreement.

Added Acquisition purchase price and payment terms high

Added in current filing · verify on EDGAR →

Pursuant to the Purchase Agreement, the aggregate consideration for the Acquisition is 40.0 million EUR (or approximately $47.1 million based on the exchange rate in effect on May 7, 2026), consisting of: (i) a cash payment of 35.0 million EUR at closing, subject to adjustments, including net working capital adjustments; and (ii) a 5.0 million EUR vendor debt note provided by ams-OSRAM, with simple interest of 2.5% per annum, payable 24 months after the closing of the Acquisition.

The total purchase price is €40.0 million (approximately $47.1 million). The payment structure includes €35.0 million in cash at closing (subject to working capital adjustments) and a €5.0 million vendor note from the seller bearing 2.5% annual interest, due 24 months after closing. This financing structure reduces the immediate cash outlay by about 12.5% of the total consideration.

Added Expected closing timeline medium

Added in current filing · verify on EDGAR →

The Acquisition is subject to customary closing conditions, including regulatory approvals, and is expected to close in the third quarter of 2026.

The transaction is expected to close in Q3 2026, pending customary closing conditions including regulatory approvals. This indicates the deal is not yet complete and remains subject to standard contingencies that could delay or prevent closing.

Event · Item 9.01 — Financial Statements and Exhibits

~100 words

indie Semiconductor filed an 8-K on May 11, 2026 attaching a press release dated the same day; no material business event disclosed in the filing body.

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Show 1 minor / wording change
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Added in current filing · verify on EDGAR →

99.1

Press release of the Registrant dated May 11, 2026

The 8-K references a press release dated May 11, 2026 as Exhibit 99.1. The filing body itself contains no substantive disclosure about the event or content of the press release, making this a procedural filing. The actual material information would be in the attached exhibit, which is not included in the provided text.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 1, 2026 · How we verify