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What changed in indie Semiconductor, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of indie Semiconductor, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+424 added−351 removedSource: 10-K (2026-02-27) vs 10-K (2025-03-03)

Top changes in indie Semiconductor, Inc.'s 2025 10-K

424 paragraphs added · 351 removed · 282 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

64 edited+53 added−24 removed18 unchanged
Biggest changeThe closing consideration consisted of (i) $3.2 million in cash as the initial cash consideration, net of an adjustment holdback amount of $0.5 million and an indemnity holdback amount of $0.8 million, payable after the 18-month anniversary of the Deal Closing Date in shares of Class A common stock, par value $0.0001 (the “Class A common stock”), (ii) $2.3 million of contingent consideration, payable in cash or Class A common stock, subject to achievement of certain production based milestones 24 months after the Deal Closing Date, and (iii) $2.3 million of contingent consideration, payable in cash or Class A common stock, subject to achievement of a revenue based milestone 12 months after the Deal Closing Date.
Biggest changeThe 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.
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 also perform power management functions such as regulating or converting voltages for electronic devices.
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.
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 Autotech design challenges. • Partner/Customer relationships.
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. • Partner/Customer relationships.
As of December 31, 2024, 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.
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.
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 2025 and 2043. The semiconductor industry in general is characterized by frequent claims of infringement and litigation regarding patent and other intellectual property rights.
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.
Our go-to-market strategy focuses on collaborating with key customers and partnering with Tier 1s via aligned product development, in pursuit of solutions addressing the automotive industry’s highest growth applications. We leverage our core capabilities in system-level hardware and software integration to develop highly integrated, ultra-compact and power efficient solutions.
Our go-to-market strategy focuses on collaborating with key customers and partnering with Tier 1s through aligned product development, in pursuit of solutions addressing the automotive industry’s highest growth applications. We leverage our core capabilities in system-level hardware and software integration to develop highly integrated, ultra-compact and power efficient solutions.
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.
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.
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 timeframes.
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.
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 attention to meeting or exceeding the stringent automotive safety and reliability requirements is fundamental to our research and development process.
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.
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 Japanese, Portuguese and English. 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 10 Table of Contents Japanese, Portuguese and English. Dr.
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 has allowed us to maximize scalability while minimizing capital expenditures.
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.
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 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.
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 4 Table of Contents 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.
Our on-going commitment and progress in this area is documented in our Environmental, Social and Governance (ESG) Report, 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. 10 Table of Contents • 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.
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.
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 2024, we spent approximately 81% 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. 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.
New products under evaluation or development include LiDAR, cybersecurity-enabled microcontrollers and sensor fusion processors leveraging our broad multi-sensor processing expertise supporting the diverse range of applications shown below. 7 Table of Contents We have deep design experience and capabilities in core technologies, allowing us to deliver leading-edge automotive architectures.
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. 6 Table of Contents We have deep design experience and capabilities in core technologies, allowing us to deliver leading-edge automotive architectures.
Also, on June 10, 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 integrated circuits (“ICs”), where a number of transistors and other components are combined to form a more complicated electronic subsystem.
Also, on June 10, 3 Table of Contents 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.
We have over 350 issued patents protecting a number of core technologies, and over 200 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 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.
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.
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.
As an automotive-focused 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, while simultaneously introducing new solutions in order to create value for our customers.
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.
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.
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. 11 Table of Contents
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 X-FAB, HHGrace, TSMC and Global Foundries.
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.
Process and Packaging Technology Packaging is becoming increasingly crucial to the performance and reliability of automotive ICs, especially given the challenging operating environment of vehicles. indie’s technology development engineers have long-established expertise in delivering leading-edge capabilities, such as system-in-package (“SiP”) technology.
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.
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, high-speed video and data connectivity, and LED lighting and small motor controllers for interior and exterior comfort and utility applications.
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.
In accordance with the terms of the ATM Agreement, we may offer and sell shares of our Class A common stock and 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. We implemented this program for the flexible access it provides to the capital markets.
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 loss of this customer would have a material impact on our consolidated financial results. 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.
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.
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 In addition, embedded software is a cornerstone of virtually all of indie’s products.
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 research activities are principally conducted at our headquarters in Aliso Viejo, California and we have design centers and sales offices in Austin, TX; Detroit, MI; San Jose, CA; Córdoba, Argentina; Budapest, Hungary; Dresden, Frankfurt an der Oder, Munich and Nuremberg, Germany; Edinburgh, Scotland; Rabat, Morocco; Haifa and Tel Aviv, Israel; Quebec City and Toronto, Canada; Tokyo, Japan; Seoul, South Korea; Schlieren, Switzerland and several locations throughout China.
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.
Information about Our Executive Officers Names, titles, biographies, as well as ages as of January 31, 2025 of our executive officers are as follows: Name Age Position Donald McClymont 56 Chief Executive Officer and Director Ichiro Aoki 60 President and Director Kanwardev Raja Singh Bal 49 Chief Financial Officer, Executive Vice President and Chief Accounting Officer Michael Wittmann 54 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.
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.
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.
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”).
To meet demand as the business scales, we are continuing to enhance our successful strategic supply chain partnerships. • Driving margin expansion through innovative designs and development. We intend to expand our margins through the design and development of new, more highly integrated solutions.
To meet demand as the business scales, we are continuing to enhance our successful strategic supply chain partnerships. • Driving margin expansion through innovative designs and development.
For the year ended December 31, 2024, indie incurred total issuance costs of $1.1 million. 4 Table of Contents 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”).
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”).
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, position us to outpace our addressable market. Corporate Responsibility and Sustainability We believe responsible and sustainable business practices support our long-term success.
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.
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. Kanwardev Raja Singh Bal , serves as indie's Chief Financial Officer, Executive Vice President and Chief Accounting Officer since November 2024. In this role, Mr.
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.
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. 8 Table of Contents Manufacturing lead time is typically 26 weeks. The lead time for wafers is typically 16 weeks.
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.
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.
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.
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 dual source packaging at ASE, ATX and Hana Semiconductor. We use test services from Sigurd and Terepower.
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.
In general, we have elected to pursue patent protection for aspects of our circuit and device designs that we believe are patentable.
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.
Toward that end, today indie is approved on multiple Tier 1 AVLs. • Proven management team. indie’s executive management team brings extensive semiconductor experience, with past successes in delivering leading-edge technologies and creating stockholder value. 6 Table of Contents Company Strategy We are dedicated to offering our customers a comprehensive portfolio of automotive technology solutions.
Toward that end, today indie is approved on multiple Tier 1 AVLs. • Proven management team. indie’s executive management team brings extensive semiconductor experience, with past successes in delivering leading-edge technologies and creating stockholder value.
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. Historically, growth in the semiconductor industry has been driven by content expansion in computing, mobile and consumer electronics.
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.
Our system-on-chip solutions are at the epicenter of a diverse set of emerging applications including radar, LiDAR, vision, wireless charging, wired power delivery, interior and exterior lighting, device-to-IVI interfacing, high-speed video and data transport, augmented reality head-up-displays (“HUD”), power management and small motor control. • Delivering on existing wins and extending product reach.
Core tenets of our strategy include: 5 Table of Contents • 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. • Delivering on existing wins and extending product reach.
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 user interfaces and in-cabin experiences, enable driver and road safety sensing, and support powertrain electrification — all with reduced footprints, lower cost, and cognizant of power consumption.
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.
These components are ideal for integration into solutions for high-performance laser systems, optical sensing (including automotive LiDAR, HUD and gyroscopes) and adjacent mobility markets. 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.
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.
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 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.
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.indiesemi.com. We make our U.S.
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.
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 400 million devices to customers and our products are powering solutions in multiple automotive suppliers.
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.
At the most recent COP29 in November 2024, the Zero Emissions Transition Council reported the latest progress and areas for redoubling global efforts. These collective initiatives, commitments and regulations – enabled by semiconductor technologies — will drive global EV uptake, reduce harmful emissions and benefit society as a whole.
These collective initiatives, commitments and regulations – enabled by semiconductor technologies — will drive global EV uptake, reduce harmful emissions and benefit society as a whole.
Bal leads indie’s accounting and finance operations, and oversees financial reporting, tax, global treasury and internal control activities. From June 2024 to November 2024, Mr. Bal served as indie's acting Chief Financial Officer. From December 2022 to June 2024, Mr. Bal served as indie's Chief Accounting Officer leading the Company's accounting and finance operations.
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.
We utilize automotive grade software solutions and Arm 32-bit processors. Through our proprietary design flow, we also enable algorithm development and co-development with hardware. 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.
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").
As a company, we are committed to protecting and supporting our people, our environment, and our communities.
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.
During the year ended December 31, 2024, indie raised gross proceeds of $53.1 million and issued 5,219,500 shares of Class A common stock at an average per-share sales price of $10.18.
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.
According to S&P Global Mobility, the semiconductor value to support this global drivetrain electrification is expected to grow at a 13% CAGR, from $11 billion in 2023, to $27 billion in 2030. 5 Table of Contents In parallel to the rapid electrification of vehicles, 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.
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.
Specifically, according to S&P Global Mobility, the global automotive semiconductor market, which was valued at $80 billion in 2023, is projected to reach $149 billion by 2030. 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.
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.
In connection with our acquisition of TeraXion in October 2021, we added limited manufacturing capabilities in Quebec City, Canada to assemble and test FBG based products and semiconductor laser-based products. Sales, Marketing and Customer Support Our go-to-market strategy provides comprehensive customer coverage.
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.
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.
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.
Employees As of December 31, 2024, we had approximately 920 full time employees. None of our employees or contract workers are represented by a labor union.
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 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 semiconductors and software that enable the key systems which underpin the highest growth automotive technology market opportunities.
We target innovative Tier 1 automotive suppliers and focus on the 7 Table of Contents 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.
Through innovative analog, digital and mixed-signal integrated circuits (“ICs”) with software running on the embedded processors, we are developing a differentiated, market-leading portfolio of automotive products. Our technological expertise, including cutting-edge design capabilities and packaging skillsets, together with our deep applications knowledge and strong customer relationships, have enabled us to cumulatively ship over 400 million semiconductor devices since our inception.
Our technological expertise, including cutting-edge design capabilities and packaging expertise, together with our deep application knowledge and strong customer relationships, has enabled us to ship over 550 million semiconductor devices since our inception.
The backend processing including probe, assembly, and test is about 8 weeks. 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.
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.
S&P Global forecasts that the semiconductor content value for in-cabin UX, which includes IVI, connectivity and body and convenience functions, will reach $53 billion in 2030, representing a 7% CAGR from $33 billion in 2023. indie’s growth opportunity is not dependent upon global automotive vehicle production volumes, but rather on the increased levels of semiconductor content that are required in vehicles to support the growing deployment of safety and automation systems, enhanced user experiences and electrification applications as introduced above.
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.
The purchase price is subject to working capital and other adjustments as provided in the APA. Execution of At-The-Market Agreement On August 26, 2022, we entered into an At Market Issuance Agreement (“ATM Agreement”) with B.
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.
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.
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 8 Table of Contents 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.
Further, we leverage our packaging capabilities to integrate multiple chips into a single package solution. 9 Table of Contents Automotive Quality and Safety We employ wafer and package technologies that meet or exceed the rigorous quality and safety requirements set by industry standards and our customers.
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.
By establishing a trusted relationship with the industry’s leading suppliers, indie is well positioned to gain a growing share of new automotive solutions. Revenues for the years ended December 31, 2024, 2023 and 2022 include sales to Aptiv, a leading Tier 1 automotive supplier, which represented approximately 9%, 15%, and 37% of total revenue, respectively.
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.
Further, our products meet or exceed the quality standards set by the multitude of global automotive manufacturers who utilize our devices today. With a global footprint, we support leading customers from our design and application centers located in North and South America, Middle East, Asia and Europe, where our local teams work closely on their unique design requirements.
Further, our products meet or exceed the quality standards set by the multitude of global automotive manufacturers who utilize our devices today. As a global innovator, we are an approved vendor to Tier 1 partners and our solutions can be found in marquee automotive OEMs worldwide.
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ITEM 1. BUSINESS Company Overview indie offers highly innovative automotive semiconductors and software solutions for Advanced Driver Assistance Systems (“ADAS”), driver automation, in-cabin, user experience and electrification applications. The Company focuses on edge sensors across multiple modalities spanning light detection and ranging (“LiDAR”), radar, ultrasound and computer vision.
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ITEM 1. BU SINESS Company Overview Headquartered in Aliso Viejo, CA, indie is empowering the automotive revolution with next generation semiconductors, photonics and software platforms. We focus on developing innovative, high-performance and energy-efficient mixed-signal system-on-chips ("SoCs") and system solutions for advanced driver assistance systems ("ADAS") in addition to adjacent industrial applications.
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These functions represent the core underpinnings of both electric and automated vehicles, while the advanced user interfaces are transforming the in-cabin experience to mirror and seamlessly connect to the mobile platforms people rely on every day. indie is an approved vendor to Tier 1 automotive suppliers and its platforms can be found in marquee automotive manufacturers around the world.
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Our sensors span all major modalities, including Radar, LiDAR, Ultrasound, and Computer Vision, while our embedded system control, power management, and interfacing solutions are accelerating the proliferation of automated vehicle safety features. Through innovative analog, digital and mixed-signal integrated circuits (“ICs”) with software running on the embedded processors, we are developing a differentiated, market-leading portfolio of automotive products.
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Recent Acquisitions and Transactions Kinetic Technologies On January 25, 2024 (the “Deal Closing Date”), indie and ADK LLC completed its acquisition of Kinetic Technologies, LLC (“Kinetic”).
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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.
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The acquisition was consummated pursuant to an Asset Purchase Agreement (the “APA”) to acquire certain research and development personnel, intellectual property and business properties from Kinetic, in support of a custom product development for a North American electric vehicle original equipment manufacturer (“OEM”).
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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.
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However, research analysts anticipate that as each of these markets approaches saturation, the automotive sector will become one of the fastest growing opportunities.
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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.
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These innovations have resulted in significant growth opportunities spanning diverse end markets and applications.
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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.
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The three megatrends driving the automotive semiconductor market are catalyzed by: (i) the increasing electrification of vehicle drivetrains leading to the rapid proliferation of electric vehicles (“EVs”); (ii) the adoption of advanced driver assistance systems (“ADAS”) and driving automation functionality to improve road safety and strive towards higher levels of vehicle automation; and (iii) consumer demands for engaging, connected and convenient in-cabin user experience (UX).
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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.
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Regarding electrification, S&P Global Mobility forecasts a 20% EV compounded annual growth rate (“CAGR”), with total annual EV production growing from 12 million in 2023, to 41 million in 2030, representing greater than 40% of all new light vehicle production.
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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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeSome of the more significant challenges and risks relating to an investment in our company include, among other things, the following: Risks Related to Our Operations and Industry • The cyclical nature of the semiconductor industry may limit our net sales and profitability. • If we fail to compete effectively in the highly competitive semiconductor industry, our business could be adversely affected. • Declining average selling prices and price erosion may adversely impact our revenue and profitability. • Failure to win competitive bid selection processes could adversely affect our business. • Decline in demand for our customers’ end products could adversely impact our revenue and profitability. • A downturn in the automotive market could significantly harm our financial results. • If significant tariffs or other trade restrictions are placed on our products or third-party suppliers, our revenue and results of operations may be materially harmed. • We are a global company, which subjects us to additional business risks including logistical and financial complexity, supply disruption, political instability and currency fluctuations. 12 Table of Contents • We depend on third parties to manufacture, assemble, test and/or package our products. • We rely on the timely supply of materials that may only be available from a limited number of suppliers. • We must develop new products with acceptable profit margins. • “Strategic backlog” and “design win pipeline” estimations may not result in revenue or profits. • Mergers, acquisitions, investments and joint ventures could adversely affect our results of operations. • Future growth could strain our resources, management, information and telecommunication systems and operating and financial controls. • We may seek additional capital, which may result in dilution to our stockholders. • We may rely on strategic partnerships, joint ventures and alliances, which may fail for reasons outside of our control. • We may not be successful in exiting certain programs or businesses or in restructuring our operations, which could adversely impact our business. • Disruptions in our relationships with any one of our key customers could adversely affect our business. • Loss of key management or other highly skilled personnel, or an inability to attract such management and other personnel, could adversely affect our business. • We may experience disruptions in our operations resulting from our enterprise resource planning system initiative. • We have historically incurred losses and may continue to incur losses.
Biggest changeRisks Related to Our Operations and Industry • The cyclical nature of the semiconductor industry may limit our net sales and profitability. • If we fail to compete effectively, or do not develop new products with acceptable profit margins in the highly competitive semiconductor industry, our business could be adversely affected. • Declining average selling prices, price erosion or lower demand for our customers' end products may adversely impact our revenue and profitability. • Failure to win competitive bid selection processes could adversely affect our business. • If significant tariffs, export controls, or other trade restrictions are placed on us, our products, or third-party suppliers, our revenue and results of operations may be materially harmed. • We are a global company, which subjects us to additional business risks including logistical and financial complexity, supply disruption, political instability and currency fluctuations. • We depend on third parties to manufacture, assemble, test and/or package our products and rely on the timely supply of materials that may only be available from a limited number of suppliers. • “Strategic backlog” and “design win pipeline” estimations may not result in revenue or profits. • Mergers, acquisitions, investments and joint ventures could adversely affect our results of operations. • Future growth could strain our resources, management, information and telecommunication systems and operating and financial controls. • We may seek additional capital, which may result in dilution to our stockholders. • We may rely on strategic partnerships, joint ventures and alliances, which may fail for reasons outside of our control. • We may not be successful in exiting certain programs or businesses or in restructuring our operations, which could adversely impact our business. • Disruptions in our relationships with any one of our key customers could adversely affect our business. 12 Table of Contents • Loss of, or inability to attract, key management or other highly skilled personnel could adversely affect our business. • We may experience disruptions in our operations resulting from our enterprise resource planning system implementation. • We have historically incurred losses and may continue to incur losses.
Moreover, the costs related to the research and development necessary to develop new technologies and products are significant and some of our competitors may have greater resources than us. If they significantly increase the resources that they devote to developing and marketing their products, we may not be able to compete effectively.
Moreover, the costs related to the research and development necessary to develop new technologies and products are significant and some of our competitors may have greater resources than us. If our competitors significantly increase the resources that they devote to developing and marketing their products, we may not be able to compete effectively.
Compliance with current or future product manufacturing, environmental and occupational health and safety laws and regulations could restrict our ability to expand our business or require us to modify processes or incur other substantial expenses which could harm business.
Compliance with current or future product manufacturing, environmental and occupational health and safety laws and regulations could restrict our ability to expand our business or require us to modify processes or incur other substantial expenses which could harm our business.
The potential effect, if any, of these transactions and activities on the price of our Class A common stock or 2029 Notes will depend in part on market conditions and cannot be ascertained at this time. Any of these activities could adversely affect the value of our common stock.
The potential effect, if any, of these transactions and activities on the price of our Class A common stock or 2029 Notes will depend in part on market conditions and cannot be ascertained at this time, and any of these activities could adversely affect the value of our common stock.
Additionally, companies across many industries are facing expanding mandatory and voluntary reporting, diligence, and disclosure on environmental, social, and governance (“ESG”) topics such as climate change, carbon emissions, water usage, waste management, human capital, forced labor, and risk oversight, may expand the nature, scope, and complexity of matters that we are required to control, assess, and report.
Additionally, companies across many industries are facing mandatory and voluntary reporting, diligence, and disclosure on environmental, social, and governance (“ESG”) topics such as climate change, carbon emissions, water usage, waste management, human capital, forced labor, and risk oversight, may expand the nature, scope, and complexity of matters that we are required to control, assess, and report.
Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, and the Internal Revenue Service (the “IRS”) or another taxing authority may challenge all or any part of the tax basis increases, as well as other tax positions that we take, and a court may sustain such a challenge.
Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, and the Internal Revenue Service or another taxing authority may challenge all or any part of the tax basis increases, as well as other tax positions that we take, and a court may sustain such a challenge.
RISK FACTORS In evaluating our company and our business, you should carefully consider the risks and uncertainties described below, together with the other information in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on our business, reputation, revenue, financial condition, results of operations or future prospects, in which case the market price of our common stock could decline, and you could lose part or all of your investment.
RISK FACT ORS In evaluating our company and our business, you should carefully consider the risks and uncertainties described below, together with the other information in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on our business, reputation, revenue, financial condition, results of operations or future prospects, in which case the market price of our common stock could decline, and you could lose part or all of your investment.
See the section titled “Cautionary Statement Regarding Forward-Looking Statements.” Summary of Risks An investment in shares of our Class A common stock and warrants involves substantial risks and uncertainties that may adversely affect the value of your investment.
See the section titled “Cautionary Statement Regarding Forward-Looking Statements.” Summary of Risks An investment in shares of our Class A common stock involves substantial risks and uncertainties that may adversely affect the value of your investment.
In the event that future tariffs are imposed on imports of our products or on our third-party manufacturers, or that China or other countries take retaliatory trade measures in response to existing or future tariffs or other trade restrictions, or that the U.S. imposes further restrictions on trade with China, our business may be impacted, and we may face increased costs in our supply chain, and may not be able to sell our products to customers in China or other countries where we do business, any of which could materially harm our revenue or operating results.
In the event that future tariffs are imposed on imports of our products or on our third-party manufacturers, that China or other countries take retaliatory trade measures in response to existing or future tariffs or other trade restrictions, or that the U.S. imposes further restrictions on international trade, our business may be impacted and we may face increased costs in our supply chain, and may not be able to sell our products to customers in China or other countries where we do business, any of which could materially harm our revenue or operating results.
Among other things, the Certificate of Incorporation and Bylaws include provisions regarding: • a classified Board of Directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our Board of Directors; • the ability of our Board of Directors to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • the limitation of the liability of, and the indemnification of, our directors and officers; 34 Table of Contents • the right of our Board of Directors to elect a director to fill a vacancy created by the expansion of our Board of Directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board of Directors; • the requirement that directors may only be removed from our Board of Directors for cause; • the requirement that a special meeting of stockholders may be called only by our Board of Directors, the chairman of our Board of Directors or our chief executive officer, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors; • controlling the procedures for the conduct and scheduling of meetings of our Board of Directors and stockholders; • the requirement for the affirmative vote of holders of 66⅔% of the voting power of our outstanding voting capital stock, voting together as a single class to amend, alter, change or repeal certain provisions in the Certificate of Incorporation and the Bylaws, respectively, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our Board of Directors and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt; • the ability of our Board of Directors to amend the Bylaws, which may allow our Board of Directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws to facilitate an unsolicited takeover attempt; and • advance notice procedures with which stockholders must comply to nominate candidates to our Board of Directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our Board of Directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
Among other things, the Certificate of Incorporation and Bylaws include provisions regarding: • a classified Board of Directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our Board of Directors; • the ability of our Board of Directors to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • the limitation of the liability of, and the indemnification of, our directors and officers; • the right of our Board of Directors to elect a director to fill a vacancy created by the expansion of our Board of Directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board of Directors; • the requirement that directors may only be removed from our Board of Directors for cause; • the requirement that a special meeting of stockholders may be called only by our Board of Directors, the chairman of our Board of Directors or our chief executive officer, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors; • controlling the procedures for the conduct and scheduling of meetings of our Board of Directors and stockholders; • the requirement for the affirmative vote of holders of 66⅔% of the voting power of our outstanding voting capital stock, voting together as a single class to amend, alter, change or repeal certain provisions in the Certificate of Incorporation and the Bylaws, respectively, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our Board of Directors and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt; • the ability of our Board of Directors to amend the Bylaws, which may allow our Board of Directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws to facilitate an unsolicited takeover attempt; and • advance notice procedures with which stockholders must comply to nominate candidates to our Board of Directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our Board of Directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us. 38 Table of Contents These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our Board of Directors or management.
As a result, we may not be able to keep ourselves updated with these policies and rules in time. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, could materially and adversely affect our business and impede our ability to continue our operations, including the operations of our China subsidiary.
As a result, we may not be able to keep ourselves updated with these policies and rules in time. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, could materially and adversely affect our business and impede our ability to continue our operations, including the operations of our China Subsidiaries.
In light of recent events indicating greater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign exchange, though such oversight is not applicable to us, we may be subject to a variety of PRC laws and other obligations regarding data protection and any other rules, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, our listing on the Nasdaq Capital Market, financial condition, and results of operations.
In light of recent events indicating greater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign exchange, though such oversight is not applicable to us, we may be subject to a variety of PRC 28 Table of Contents laws and other obligations regarding data protection and any other rules, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, our listing on the Nasdaq Capital Market, financial condition, and results of operations.
Further, we may be subject to theft, loss, or misuse of personal and confidential data regarding our employees, customers and suppliers that is routinely collected, used, stored, and transferred to run our business. Such theft, loss, or misuse could result in significantly increased business and security costs or costs related to defending legal claims.
We also may be subject to theft, loss, or misuse of personal and confidential data regarding our employees, customers and suppliers that is routinely collected, used, stored, and transferred to run our business. Such theft, loss, or misuse could result in significantly increased business and security costs or costs related to defending legal claims.
Section 404(a) of the Sarbanes-Oxley Act (“Section 404(a)”) requires that management assess and report annually on the effectiveness of our internal controls over financial reporting and identify any material weaknesses in our internal controls over financial reporting and Section 404(b) of the Sarbanes-Oxley Act (“Section 404(b)”) requires our independent registered public accounting firm to issue an annual report that addresses the effectiveness of our internal controls over financial reporting.
Section 404(a) of the Sarbanes-Oxley Act requires that management assess and report annually on the effectiveness of our internal controls over financial reporting and identify any material weaknesses in our internal controls over financial reporting, and Section 404(b) of the Sarbanes-Oxley Act requires our independent registered public accounting firm to issue an annual report that addresses the effectiveness of our internal controls over financial reporting.
We do not maintain earthquake insurance and could be materially and adversely affected in the event of a major earthquake. In addition, we rely heavily on internal information and communications systems and on systems or support services from third parties to manage our operations efficiently and effectively.
We do not maintain earthquake insurance and could be materially and adversely affected in the event of a major earthquake. We also rely heavily on internal information and communications systems and on systems or support services from third parties to manage our operations efficiently and effectively.
Alternatively, if a court were to find this provision of our Certificate of Incorporation inapplicable or unenforceable with respect to one or more of the 35 Table of Contents specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and Board of Directors.
Alternatively, if a court were to find this provision of our Certificate of Incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and Board of Directors.
These public company rules and regulations requires our management and other personnel to devote a substantial amount of time to compliance with these obligations. Moreover, these rules and regulations contribute to increased legal and financial compliance costs and make some activities costly, including activities associated with meeting SEC reporting requirements.
These public company rules and regulations require our management and other personnel to devote a substantial amount of time to compliance with these obligations. Moreover, these rules and regulations contribute to increased legal and financial compliance costs and make some activities costly, including activities associated with meeting SEC reporting requirements.
Changes in China’s economic, political and social conditions, as well as changes in any government policies, laws and regulations may be quick with little advance notice and could have a material adverse effect on our China subsidiary’s business our results of operations.
Changes in China’s economic, political and social conditions, as well as changes in any government policies, laws and regulations may be quick with little advance notice and could have a material adverse effect on our China Subsidiaries' business our results of operations.
Uncertain general economic conditions, geopolitical factors, such as ongoing or new trade disputes between the United States and China and other countries in which we do business, armed conflict, such as the ongoing conflicts in the Middle East and Ukraine, and public health crises, such as the COVID-19 pandemic, may also cause weakness in demand and pricing for semiconductors across applications, and excess inventory resulting in downturns in the semiconductor industry.
Uncertain general economic conditions, geopolitical factors, such as ongoing or new trade disputes between the United States and China and other countries in which we do business, armed conflict, such as the ongoing conflicts in the Middle East and Ukraine, and public health crises may also cause weakness in demand and pricing for semiconductors across applications, and excess inventory resulting in downturns in the semiconductor industry.
A defect in 21 Table of Contents any of our products could give rise to significant costs, including expenses relating to recalling the products, replacing defective items and writing down defective inventory as well as lead to the loss of potential sales.
A defect in any of our products 23 Table of Contents could give rise to significant costs, including expenses relating to recalling the products, replacing defective items and writing down defective inventory as well as lead to the loss of potential sales.
In connection with the Transaction, we entered into the Tax Receivable Agreement, which generally provides for the payment by us of 85% of certain tax benefits, if any, that we realize (or in certain cases are deemed to realize) as a result of these increases in tax basis and certain tax attributes of the ADK Blocker Group and tax benefits related to entering into the Tax 32 Table of Contents Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement.
In connection with the Transaction, we entered into the Tax Receivable Agreement, which generally provides for the payment by us of 85% of certain tax benefits, if any, that we realize (or in certain cases are deemed to realize) as a result of these increases in tax basis and certain tax attributes of the ADK Blocker Group and tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement.
Accordingly, our business, financial condition and results of operations could be materially and adversely affected. 14 Table of Contents The semiconductor industry is highly competitive. If we fail to introduce new or enhanced technologies and products that meet evolving standards for quality in a timely manner, or otherwise compete effectively with our competitors, it could adversely affect business.
Accordingly, our business, financial condition and results of operations could be materially and adversely affected. The semiconductor industry is highly competitive. If we fail to introduce new or enhanced technologies and products that meet evolving standards for quality in a timely manner, or otherwise compete effectively with our competitors, it could adversely affect business.
Our international operations are subject to a number of risks, including: 16 Table of Contents • complexity and costs of managing international operations and related tax obligations; • geopolitical uncertainty or governmental actions, including trade restrictions, tariffs, export controls, quotas and other trade barriers between the U.S. and Greater China, along with other countries; and • difficulties related to the protection of our intellectual property rights in some countries.
Our international operations are subject to a number of risks, including: • complexity and costs of managing international operations and related tax obligations; • geopolitical uncertainty or governmental actions, including trade restrictions, tariffs, export controls, quotas and other trade barriers between the U.S. and Greater China, along with other countries; and • difficulties related to the protection of our intellectual property rights in some countries.
Any significant interruption in these applications, systems or networks, including but not limited to new system implementations, computer viruses, cybersecurity incidents, facility issues or energy blackouts, could have a material adverse impact on our business, financial condition and results of operations. Our business also depends on various outsourced IT services.
Any significant interruption in these applications, systems or networks, including but not limited to new system implementations, computer 30 Table of Contents viruses, cybersecurity incidents, facility issues or energy blackouts, could have a material adverse impact on our business, financial condition and results of operations. Our business also depends on various outsourced IT services.
We may be party to various lawsuits and claims arising in the ordinary course of business, including claims relating to intellectual property, customer contracts, employment matters, third-party manufacturers or subcontractors, or other aspects of our business. Litigation, regardless of outcome, could result in substantial costs, reputational harm and a diversion of management’s attention and resources.
We may be party to various lawsuits and claims arising in the ordinary course of business, including claims relating to intellectual property, customer contracts, employment matters, third-party manufacturers or subcontractors, mergers, acquisitions or dispositions, or other aspects of our business. Litigation, regardless of outcome, could result in substantial costs, reputational harm and a diversion of management’s attention and resources.
However, our ability to successfully exit businesses, or to close or consolidate operations, depends on a number of factors, many of which are outside of our control. For example, if we are seeking a buyer for a particular business, none may be available, or we may not be successful in negotiating satisfactory terms with prospective buyers.
However, our ability to successfully exit businesses, or to close or consolidate operations, depends on a number of factors, many of which are outside of our control. For example, if we are seeking a buyer for a particular business, none may be available, 20 Table of Contents or we may not be successful in negotiating satisfactory terms with prospective buyers.
If any such new laws, regulations, rules, or implementation and interpretation come into effect, we expect to take all reasonable measures and actions to comply, but any such future laws, regulations or review could be time-consuming and costly to comply with, and could have a material impact on our and our Wuxi’s operations and financial results.
If any such new laws, regulations, rules, or implementation and interpretation come into effect, we expect to take all reasonable measures and actions to comply, but any such future laws, regulations or review could be time-consuming and costly to comply with, and could have a material impact on our and our China Subsidiaries’ operations and financial results.
To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement.
To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period 35 Table of Contents may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement.
Th ese material weaknesses create a reasonable possibility that material misstatements to our consolidated financial statements may not be prevented or detected in a timely manner. Although these material weaknesses were remediated as of December 31, 2024, we cannot assure that additional material weaknesses will not arise in the future.
These material weaknesses create a reasonable possibility that material misstatements to our consolidated financial statements may not be prevented or detected in a timely manner. Although these material weaknesses were remediated as of December 31, 2024, we cannot assure you that additional material weaknesses will not arise in the future.
Furthermore, our future obligation to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the Tax Receivable Agreement.
Furthermore, our future obligation to make payments under the Tax Receivable 36 Table of Contents Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the Tax Receivable Agreement.
We rely on third-party vendors to provide critical services and to adequately address cybersecurity threats to their own systems. Any failure of third-party systems and services to operate 27 Table of Contents effectively could disrupt our operations and could have a material adverse effect on our business, financial condition and results of operations.
We rely on third-party vendors to provide critical services and to adequately address cybersecurity threats to their own systems. Any failure of third-party systems and services to operate effectively could disrupt our operations and could have a material adverse effect on our business, financial condition and results of operations.
Even if new patents are issued, the claims 26 Table of Contents allowed may not be sufficiently broad to effectively protect proprietary technology, processes and other intellectual property. In addition, any of our existing patents, and any future patents issued, may be challenged, invalidated or circumvented.
Even if new patents are issued, the claims allowed may not be sufficiently broad to effectively protect proprietary technology, processes and other intellectual property. In addition, any of our existing patents, and any future patents issued, may be challenged, invalidated or circumvented.
Risks Related to Regulatory Compliance and Legal Matters • If we or our customers fail to comply with a large body of laws and regulations, our business and reputation could be adversely affected. • We may be adversely affected by product defects and product liability or warranty claims. • Significant litigation and stockholder activism could impair our reputation and adversely affect our business. • We are subject to export restrictions and laws affecting trade and investments which could materially and adversely affect our business and results of operations. • Changes in tax rates or laws or additional tax liabilities could adversely affect our business. • Failure to comply with anti-corruption laws or our ethics policies could adversely affect our business.
Risks Related to Regulatory Compliance and Legal Matters • If we or our customers fail to comply with a large body of laws and regulations, our business and reputation could be adversely affected. • We may be adversely affected by product defects and product liability or warranty claims. • Significant litigation and stockholder activism could impair our reputation and adversely affect our business. • We are subject to export restrictions and laws affecting trade and investments which could materially and adversely affect our business and results of operations. • Changes in tax rates or laws or additional tax liabilities could adversely affect our business.
Risks Related to our Intellectual Property, Technology and Cybersecurity. • Improper use of our intellectual property could have a material adverse effect on our business, financial condition and results of operations. • Intellectual property claims or litigation could significantly harm our business. • We license certain third-party software that may not be available to us in the future which may delay product development and production or cause us to incur additional expense. • Interruptions in information technology systems could adversely affect our business. • Security breaches and other cybersecurity incidents could adversely impact our business.
Risks Related to our Intellectual Property, Technology and Cybersecurity. • Improper use of our intellectual property, or intellectual property claims or litigation, could have a material adverse effect on our business, financial condition and results of operations. • We license certain third-party software that may not be available to us in the future which may delay product development and production or cause us to incur additional expense. • Interruptions in information technology systems and other cybersecurity incidents could adversely affect our business.
The PRC government also exercises significant control over China’s economic growth through allocating resources, controlling the incurrence and payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.
The PRC government also exercises significant control over China’s economic growth through allocating resources, controlling the incurrence 27 Table of Contents and payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.
Compliance with these laws and regulations could materially limit operations or sales, which would materially and adversely affect our business and results of operations. 22 Table of Contents Our customers or suppliers could also become subject to additional U.S. regulatory scrutiny or export restrictions.
Compliance with these laws and regulations could materially limit operations or sales, which would materially and adversely affect our business and results of operations. Our customers or suppliers could also become subject to additional U.S. regulatory scrutiny or export restrictions.
This reclassification could be required even if no holders convert their Convertible Notes and could materially reduce our reported working capital. 30 Table of Contents The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
This reclassification could be required even if no holders convert their Convertible Notes and could materially reduce our reported working capital. The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
Consolidation among our competitors and integration among our customers could erode our market share, negatively impact our capacity to compete and require us to restructure our operations, any of which would have a material adverse effect on our business.
Consolidation among our competitors and integration among our 15 Table of Contents customers could erode our market share, negatively impact our capacity to compete and require us to restructure our operations, any of which would have a material adverse effect on our business.
In particular, intellectual property rights are difficult to enforce in countries where the application and enforcement of the laws governing such rights may not have reached the same level as compared to other jurisdictions where we operate.
In particular, intellectual property rights are difficult to enforce in countries where the application and enforcement of the laws governing such rights may not have reached the same level as compared 29 Table of Contents to other jurisdictions where we operate.
For example, sales to Aptiv, a leading Tier 1 automotive supplier, represented approximately 9%, 15% and 37% of our total revenue for the years ended December 31, 2024, 2023 and 2022, respectively. The loss of this customer would have a material adverse impact on our consolidated financial results.
For example, sales to Aptiv, a leading Tier 1 automotive supplier, represented approximately 6%, 9% and 15% of our total revenue for the years ended December 31, 2025, 2024 and 2023, respectively. The loss of this customer would have a material adverse impact on our consolidated financial results.
In addition, we have internal ethics policies that we require our employees to comply with in order to ensure that our business is conducted in a manner that our management deems appropriate. If these anti-corruption laws or internal policies were to be violated, our reputation and operations could also be substantially harmed.
In addition, we have internal ethics policies that we require our employees to comply with in order to 25 Table of Contents ensure that our business is conducted in a manner that our management deems appropriate. If these anti-corruption laws or internal policies were to be violated, our reputation and operations could also be substantially harmed.
Product manufacturing, environmental and occupational health and safety laws and 23 Table of Contents regulations have tended to become more stringent over time, causing a need to redesign technologies, imposing greater compliance costs and increasing risks and penalties associated with violations, which could seriously harm business. The U.S.
Product manufacturing, environmental and occupational health and safety laws and regulations have tended to become more stringent over time, causing a need to redesign technologies, imposing greater compliance costs and increasing risks and penalties associated with violations, which could seriously harm business. The U.S.
This automotive concentration of sales exposes us to the risks associated with the automotive market. For example, our anticipated future growth is highly dependent on the adoption of ADAS, user interface, connectivity and electrification technologies, which are expected to have increased sensor and power product content.
Our automotive concentration of sales to Tier 1 suppliers exposes us to the risks associated with the automotive market. For example, our anticipated future growth is highly dependent on the adoption of ADAS, user interface, connectivity and electrification technologies, which are expected to have increased sensor and power product content.
Our failure to repurchase Convertible Notes at a time when the repurchase is required by the indenture or to pay any cash payable on future conversions of the Convertible Notes as required by the indenture would constitute a default under the indenture.
Our failure to repurchase Convertible Notes at a time when the repurchase is required 33 Table of Contents by the indenture or to pay any cash payable on future conversions of the Convertible Notes as required by the indenture would constitute a default under the indenture.
From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights, including the legal rights of our China subsidiary.
From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights, including the legal rights of our China Subsidiaries.
The PRC government may also at its discretion restrict access in the future to foreign currencies for current account 25 Table of Contents transactions. If the foreign exchange control system prevents Wuxi from obtaining sufficient foreign currencies to satisfy its foreign currency demands, Wuxi may not be able to pay dividends in foreign currencies to ADK LLC.
The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents Wuxi from obtaining sufficient foreign currencies to satisfy its foreign currency demands, Wuxi may not be able to pay dividends in foreign currencies to ADK LLC.
Even though, currently, we and Wuxi are not subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of confidential and private information, such as personal information and other data, these laws continue to develop, and the PRC government may adopt other rules and restrictions in the future.
Even though, currently, we and our China Subsidiaries are not subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of confidential and private information, such as personal information and other data, these laws continue to develop, and the PRC government may adopt other rules and restrictions in the future.
Much of our business depends on winning competitive bid selection processes, and the failure to be selected could adversely affect business in those market segments. The competitive selection processes often require an investment of significant time and capital resources, with no guarantee of winning the contract and generating revenue.
Much of our business depends on winning competitive bid selection processes, and the failure to be selected could adversely affect business in those market segments. The competitive selection processes in the automotive semiconductor market often requires an investment of significant time and capital resources, with no guarantee of winning the contract and generating revenue.
See also “ Risks Related to Doing Business in China ” below. We are a global company, which subjects us to additional business risks including logistical and financial complexity and political instability. We have established international subsidiaries to support our activities globally, including in Greater China.
See also “ Risks Related to Doing Business in China ” below. 17 Table of Contents We are a global company, which subjects us to additional business risks including logistical and financial complexity and political instability. We have established international subsidiaries to support our activities globally, including in Greater China.
While our business and Wuxi’s business do not currently include the type of activities subject to this regulation, there remains uncertainty about the final content of these and other regulations, interpretation and implementation, and various other implications. It also remains uncertain whether any future regulatory changes would impose additional restrictions on companies like us and Wuxi.
While our business and our China Subsidiaries' business do not currently include the type of activities subject to this regulation, there remains uncertainty about the final content of these and other regulations, interpretation and implementation, and various other implications. It also remains uncertain whether any future regulatory changes would impose additional restrictions on companies like us and our China Subsidiaries.
If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results. As a result, our stakeholders could lose confidence in our financial reporting, which could adversely affect the results of our business 28 Table of Contents and our enterprise value.
If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results. As a result, our stakeholders could lose confidence in our financial reporting, which could adversely affect our business and our enterprise value.
Risks Related to Ownership of Our Class A Common Stock and Organizational Documents • We must comply with the continued listing standards of Nasdaq for our Class A common stock. • An investment in our Class A common stock may be diluted by future issuances of our Class A common stock or ADK LLC units. • There may be sales of a substantial amount of Class A common stock by our stockholders, which could cause the price of our securities to fall. • Provisions in our Certificate of Incorporation and Bylaws limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts. • Our Certificate of Incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings, which could limit our stockholders’ ability to obtain a favorable judicial forum.
Risks Related to Ownership of Our Class A Common Stock and Organizational Documents • An investment in our Class A common stock may be diluted by future issuances of our Class A common stock or ADK LLC units. • There may be sales of a substantial amount of Class A common stock by our stockholders, which could cause the price of our securities to fall. • Provisions in our Certificate of Incorporation and Bylaws limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts. • Our Certificate of Incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings, which could limit our stockholders’ ability to obtain a favorable judicial forum.
A downturn in the automotive market could delay or cancel automakers’ plans to introduce new vehicles with these features, which previously has, and could in the future, negatively impact the demand for products and our ability to grow our business.
A downturn in the automotive market could delay or cancel automakers’ plans to introduce new vehicles with these features, which previously has, and could in the future, negatively impact the 16 Table of Contents demand for products and our ability to grow our business.
For example, in connection with our assessment of internal control over financial reporting, we identified material weaknesses in our internal control over financial reporting as of December 31, 2023. The deficiencies above led to certain misstatements which were corrected prior to the issuance of the current year financial statements.
For example, we identified material weaknesses in our internal control over financial reporting as of December 31, 2023. The deficiencies led to certain misstatements which were corrected prior to the issuance of the current year financial statements.
The capped call transactions relating to the 2029 Notes may affect the value of the 2029 Notes and our Class A common stock. In connection with the issuance of the 2029 Notes, we entered into privately negotiated capped call transactions with option counterparties.
The capped call transactions relating to the 2029 Notes may affect the value of the 2029 Notes and our Class A common stock and subject us to counterparty risk. In connection with the issuance of the 2029 Notes, we entered into privately negotiated capped call transactions with option counterparties.
If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the capped call transactions with such option counterparty.
If an option counterparty becomes subject to insolvency proceedings, we would be an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the capped call transactions with such option counterparty.
Changes in any of these policies, laws and regulations may be quick with little advance notice and could adversely affect the economy in China, or how our China subsidiary is treated as a company that is controlled by a U.S. company. and could have a material adverse effect on our business, the business of our China subsidiary and the value of our common stock.
Changes in any of these policies, laws and regulations may be quick with little advance notice and could adversely affect the economy in China, or how our China Subsidiaries' are treated as companies that are controlled by a U.S. company and could have a material adverse effect on our business, the business of our China Subsidiaries and the value of our common stock.
We expect to engage in future acquisitions; however, there can be no assurance that we will successfully identify appropriate opportunities, that we will be able to negotiate or finance such activities or that such activities, if undertaken, will be successful.
We expect to engage in future acquisitions; however, there can be no assurance that we will successfully identify appropriate opportunities, that we will be able to negotiate or finance such activities or that 19 Table of Contents such activities, if undertaken, will be successful.
However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. 24 Table of Contents Furthermore, the PRC legal system is based in part on government policies and internal rules.
However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection in more developed legal systems. Furthermore, the PRC legal system is based in part on government policies and internal rules.
As of the date of this report, we have not received any notice from any authorities identifying us or Wuxi as a CIIO or requiring us to undertake a cybersecurity review by the CAC.
As of the date of this report, we have not received any notice from any authorities identifying us or our China Subsidiaries as a CIIO or requiring us to undertake a cybersecurity review by the CAC.
Additionally, if we issue shares of our Class A common stock upon conversion of our 4.50% convertible notes with a principal balance of $160.0 million outstanding as of December 31, 2024 (the “2027 Notes”) and of our 3.50% convertible notes with a 29 Table of Contents principal balance of $218.5 million outstanding as of December 31, 2024 (the “2029 Notes” and together with the 2027 Notes, the “Convertible Notes”), the ownership interest of our existing stockholders would be diluted.
Additionally, if we issue shares of our Class A common stock upon conversion of our 4.50% convertible notes with a principal balance of $130.0 million outstanding as of December 31, 2025 (the “2027 Notes”) and of our 3.50% convertible notes with a principal balance of $218.5 million outstanding as of December 31, 2025 (the “2029 Notes” and together with the 2027 Notes, the “Convertible Notes”), the ownership interest of our existing stockholders would be diluted.
We believe that neither we nor Wuxi are subject to the cybersecurity review by the CAC, given that we are a manufacturer and not engaged in any operation of information infrastructure.
We believe that neither we nor our China Subsidiaries are subject to the cybersecurity review by the CAC, given that we are a manufacturer and not engaged in any operation of information infrastructure.
Furthermore, if any issues in complying with those requirements are identified, we have in the past, and could in the future, incur additional costs rectifying those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of it.
Furthermore, if any issues in complying with those 32 Table of Contents requirements are identified, we have in the past, and could in the future, incur additional costs rectifying those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of us.
During fiscal 2024, the percentage of our revenues derived from products shipped outside of the U.S. was approximately 82% (and the revenue associated with products shipped to Greater China was 45%). We may not be able to maintain or increase global market demand for our products.
During fiscal 2025, the percentage of our revenues derived from products shipped outside of the U.S. was approximately 85% (and the revenue associated with products shipped to Greater China was 47%). We may not be able to maintain or increase global market demand for our products.
The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general.
Unlike under a common law system, prior court decisions under China's civil law system may be cited for reference but have limited precedential value. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general.
Risks Related to Our Indebtedness Our existing and future indebtedness could adversely affect our ability to operate our business. As of December 31, 2024, our total consolidated indebtedness was $381.3 million. We may also incur additional indebtedness to meet future financing needs.
Risks Related to Our Indebtedness Our existing and future indebtedness could adversely affect our ability to operate our business. As of December 31, 2025, our total consolidated indebtedness was $353.4 million. We may also incur additional indebtedness to meet future financing needs.
Risks Related to Macroeconomic Conditions • Geopolitical uncertainty could impact end customer demand and disrupt our supply chain. • Downturns or volatility in general economic conditions could harm our business. • Fluctuations in foreign exchange rates could have an adverse effect on our results of operations. • Our worldwide operations are subject to political, economic and health risks and natural disasters, which could have a material adverse effect on our business operations.
Risks Related to Macroeconomic Conditions • Geopolitical uncertainty, volatility in general economic conditions, health risks and natural disasters could impact end customer demand, disrupt our supply chain, and have a material adverse effect on our operations and business. • Fluctuations in foreign exchange rates could have an adverse effect on our results of operations.
In recent years, unfavorable economic conditions have also adversely impacted several financial institutions, and some banks have recently failed and gone into receivership.
In the past, unfavorable economic conditions have also adversely impacted several financial institutions, and some banks have recently failed and gone into receivership.
Instead, taxable income will be allocated to holders of ADK LLC units. Accordingly, we will be required to pay income taxes on our allocable share of any net taxable income of ADK LLC.
Accordingly, we will be required to pay income taxes on our allocable share of any net taxable income of ADK LLC.
Our manufacturing lead times require us to make estimates of customers’ future demand. If our estimates of customer demand are ultimately inaccurate, these conditions could lead to a significant mismatch between supply and demand. This mismatch may result in both product shortages and excess inventory and could significantly harm our financial results.
If our estimates of customer demand are ultimately inaccurate, these conditions could lead to a significant mismatch between supply and demand. This mismatch may result in both product shortages and excess inventory and could significantly harm our financial results.
In the event of a security breach or other cybersecurity incident, we, our customers or other third parties could be exposed to potential liability, litigation, and regulatory action, as well as the loss of existing or potential customers, damage to reputation, and other financial loss.
In the event of a security breach or other cybersecurity incident, we, our customers or other third parties could be exposed to potential liability, litigation, and regulatory action, as well as the loss of existing or potential customers, damage to reputation, and other financial loss. Cybersecurity threats are constantly evolving and becoming more sophisticated.
Our employees are not bound by obligations that require them to continue to work for any specified period and, therefore, they could terminate their employment at any time.
Our employees are not bound by obligations that require them to continue to work for any specified period and, therefore, they could terminate their employment at any time. Moreover, our employees are generally not subject to non-competition agreements.
Fluctuations in foreign exchange rates against the U.S. dollar could result in changes in reported revenues and operating results due to the foreign exchange impact of translating these transactions into U.S. dollars. Currency fluctuations could decrease revenue and increase our operating costs.
However, some of the revenue and expenses of our foreign subsidiaries are denominated in local currencies. Fluctuations in foreign exchange rates against the U.S. dollar could result in changes in reported revenues and operating results due to the foreign exchange impact of translating these transactions into U.S. dollars. Currency fluctuations could decrease revenue and increase our operating costs.
We may experience disruptions in our operations resulting from our enterprise resource planning system initiative. In order to enhance management of our global operations and financial reporting, we have initiated the phased implementation of an enterprise resource planning (“ERP”) system across our global operating locations.
We may experience disruptions in our operations resulting from our enterprise resource planning system initiative. In order to enhance management of our global operations and financial reporting, we recently implemented an enterprise resource planning (“ERP”) system across our global operating locations.
An investment in our Class A common stock may be diluted by the future issuance of additional Class A common stock or LLC Units in connection with our incentive plans, acquisitions or otherwise.
Risks Related to Ownership of Our Class A Common Stock and Organizational Documents An investment in our Class A common stock may be diluted by the future issuance of additional Class A common stock or LLC Units in connection with our incentive plans, acquisitions or otherwise.
We expect these rapidly changing laws, regulations, policies, interpretations, and expectations, as well as increased enforcement actions by various governmental and regulatory agencies, will continue to increase the cost of our compliance and risk management programs, which could have a material adverse effect on our business, results of operations, and financial condition.
We expect these rapidly changing laws, regulations, policies, interpretations, and expectations will continue to increase the cost of our compliance and risk management programs, which could have a material adverse effect on our business, results of operations, and financial condition.
Moreover, our employees are generally not subject to non-competition agreements. 19 Table of Contents In addition, we must attract and retain highly qualified personnel, including certain foreign nationals who are not U.S. citizens or permanent residents, many of whom are highly skilled and constitute an important part of our U.S. workforce, particularly in the areas of engineering and product development.
In addition, we must attract and retain highly qualified personnel, including certain foreign nationals who are not U.S. citizens or permanent residents, many of whom are highly skilled and constitute an important part of our U.S. workforce, particularly in the areas of engineering and product development.
Any failure to achieve and maintain effective internal control over financial reporting could have a material adverse effect on the market for our business, financial condition and results of operations. We undertake significant efforts to strengthen our processes and systems and adapt them to changes as our business evolves, including with respect to being a publicly traded company.
Any failure to achieve and maintain effective internal control over financial reporting could have a material adverse effect on our business, financial condition and results of operations. We undertake significant efforts to strengthen our processes and systems and adapt them to changes as our business evolves, consistent with our public company obligations.
Any Class A common stock that we issue, including under the Equity Incentive Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who own shares of Class A common stock. As of December 31, 2024, 190,888,408 shares of Class A common stock have been issued.
Any Class A common stock that we issue, including under the Equity Incentive Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who own shares of Class A common stock. 37 Table of Contents As of December 31, 2025, 205,823,653 shares of Class A common stock have been issued.
Risks Related to Doing Business in China • Uncertainties with respect to the PRC legal system could adversely affect our China business. • China’s economic, political and social conditions may change rapidly with little advance notice, which could adversely affect our business. • Our China subsidiary may be limited in its ability to make distributions to us. • Government control of currency conversion may affect the value of our securities. • Failure to comply with certain regulations may subject us or our PRC employees to fines or sanctions. • Failure to comply with PRC laws and other obligations regarding data protection could have a material adverse effect on our business.
Risks Related to Doing Business in China • Uncertainties with respect to the PRC legal system, and China's rapidly changing conditions, could adversely affect our business. • Our Chinese subsidiary may be limited in its ability to make distributions to us. • Government control of currency conversion may affect the value of our securities. • Failure to comply with PRC laws and regulations may subject us or our PRC employees to fines or sanctions and could have a material adverse effect on our business.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeManagement, in coordination with our information technology department, is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into our overall risk management strategy, and communicating key priorities to relevant personnel. Management, along with our information technology department, is responsible for approving budgets, approving cybersecurity processes, and reviewing cybersecurity assessments and other cybersecurity-related matters.
Biggest changeAdditionally, management updates the Audit Committee regarding significant cybersecurity incidents as necessary. Management, in coordination with our information technology department, is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into our overall risk management strategy, and communicating key priorities to relevant personnel.
As of December 31, 2024, we have not identified any risks from cybersecurity threats (including as a result of any previous cybersecurity incidents) that have materially affected our business strategy, our results of operations or our financial condition, but there can be no guarantee that we will not experience a cybersecurity incident in the future.
As of December 31, 2025 , we have not identified any risks from cybersecurity threats (including as a result of any previous cybersecurity incidents) that have materially affected our business strategy, our results of operations or our financial condition, but there can be no guarantee that we will not experience a cybersecurity incident in the future.
The Audit Committee receives periodic reports from management concerning our significant cybersecurity threats and risks and the processes we have implemented to address them, and engages in discussions with management regarding the Company’s significant risk exposures and the measures implemented to monitor and control these risks. These discussions include a review of our cybersecurity-related risk assessment and risk management policies.
The Audit Committee receives routine reports from management concerning our significant cybersecurity threats and the processes we have implemented to address them and engages in discussions with management regarding the Company’s significant risk exposures and the measures implemented to monitor and control these risks. These discussions include a review of our cybersecurity-related risk assessment and management policies .
Our cybersecurity program includes, among other things: procedures to assess material risk from cybersecurity threats, protocols to monitor any potential unauthorized access to, or conducted through, our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein, mechanisms to safeguard network infrastructure, mandatory employee training on information security, and assessing the sufficiency of existing policies, procedures, systems, controls and other safeguards in place to manage such risks.
Our cybersecurity program includes, among other things: procedures to assess material risk from cybersecurity threats, protocols to monitor 39 Table of Contents any potential unauthorized access to, or conducted through, our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein, mechanisms to safeguard network infrastructure, mandatory employee training on information security, and assessing the sufficiency of existing policies, procedures, systems, controls and other safeguards in place to manage such risks.
We can give no assurance that we have detected or protected against all cybersecurity threats or cybersecurity incidents.
We can give no assurance that we have detected or protected against all cybersecurity threats over cybersecurity incidents.
Our information technology department, led by our director of information technology, includes individuals with over 20 years of prior work experience in various roles involving security, compliance, systems and risk management implementation. In addition, our incident response processes include procedures for reporting material cybersecurity incidents to the Audit Committee for material cybersecurity incidents.
Our information technology department, led by our director of information technology, includes individuals with over 20 years of prior work experience in various roles involving security, compliance, systems and risk management implementation. In addition, our incident response processes include procedures for reporting material cybersecurity incidents to the Audit Committee for material cybersecurity incidents. 40 Table of Contents
ITEM 1C. CYBERSECURITY Risk Assessment We have developed policies and processes for assessing, identifying, and managing material risk from cybersecurity threats informed by industry-recognized standards. We have integrated these processes into our overall risk management systems and programs.
ITEM 1C. CYBERSEC U RITY Risk Assessment We have developed policies and processes for assessing, identifying, and managing material risk from cybersecurity threats informed by industry-recognized standards. We have integrated these processes into our overall risk management systems and programs.
For further discussion of cybersecurity risks, please see our Risk Factors discussion under the heading, “ Risks Related to Our Intellectual Property, Technology and Cybersecurity. ” Governance Our Board of Directors (the “Board”) has oversight responsibility over the Company’s strategy and risk management, including material risks related to cybersecurity threats.
For further discussion of cybersecurity risks, please see our Risk Factors discussion under the heading, “ Risks Related to Our Intellectual Property, Technology and Cybersecurity. ” Governance Our Board of Directors (the “Board”) is responsible for the overall oversight of the Company’s strategy and risk management.
Our cybersecurity incident response and vulnerability management processes are designed to escalate cybersecurity incidents to members of management depending on the circumstances. Our information technology department works with management, including the Chief Operating Officer and Chief Financial Officer, to help mitigate and remediate cybersecurity incidents of which they are notified.
Our information technology department works with management, including the Chief Operating Officer and Chief Financial Officer , to help mitigate and remediate cybersecurity incidents of which they are notified.
The Audit Committee of the Board (the “Audit Committee”) oversees the management of systemic risks, including cybersecurity, in accordance with its charter.
The Board has delegated oversight of the management of systemic risks, including cybersecurity , to the Audit Committee of the Board (the “Audit Committee”), in accordance with the Audit Committee's charter.
Added
Management, along with our information technology department, is responsible for approving budgets, approving cybersecurity processes, and reviewing cybersecurity assessments and other cybersecurity-related matters. Our cybersecurity incident response and vulnerability management processes are designed to escalate cybersecurity incidents to members of management depending on the circumstances.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table sets forth our principal facilities : Location Square Footage Location Square Footage Aliso Viejo, California 18,000 Ontario, Canada 10,377 Austin, Texas 5,753 Quebec City, Canada 50,050 Detroit, Michigan 32,700 San Jose, California 24,209 Edinburgh, Scotland 5,328 Schlieren, Switzerland 11,108 Frankfurt (Oder), Germany 10,646 Shanghai, China 5,162 Haifa, Israel 6,749 Suzhou, China 6,841
Biggest changeThe following table sets forth our principal facilities: Location Square Footage Location Square Footage Aliso Viejo, California 18,000 Nuremberg, Germany 6,189 Austin, Texas 5,753 Ontario, Canada 10,377 Budapest, Hungary 5,829 Quebec City, Canada 50,050 Detroit, Michigan 32,700 San Jose, California 24,209 Edinburgh, Scotland 5,328 Schlieren, Switzerland 11,108 Frankfurt (Oder), Germany 10,646 Shanghai, China 5,162 Haifa, Israel 6,749 Suzhou, China 6,841
PROPERTIES We are headquartered in Aliso Viejo, California with design centers and sales offices in Austin, Texas; Detroit, Michigan; San Jose, California; Cordoba, Argentina; Budapest, Hungary; Dresden, Frankfurt an der Oder, Munich and Nuremberg, Germany; 36 Table of Contents Edinburgh, Scotland; Schlieren, Switzerland; Rabat, Morocco; Haifa, Israel; Quebec City and Toronto, Canada; Seoul, South Korea; Tokyo, Japan, and several locations throughout China.
ITEM 2. P ROPERTIES We are headquartered in Aliso Viejo, California with design centers and sales offices in Detroit, Michigan; San Jose, California; Cordoba, Argentina; Budapest, Hungary; Dresden, Frankfurt an der Oder, Munich and Nuremberg, Germany; Edinburgh, Scotland; Schlieren, Switzerland; Rabat, Morocco; Haifa, Israel; Quebec City and Toronto, Canada; Seoul, South Korea; Tokyo, Japan, and several locations throughout China.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeFurther, regardless of the outcome, such proceedings or claims can have an adverse impact on us, which may be material because of defense and settlement costs, diversion of resources and other factors. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 37 Table of Contents PART II
Biggest changeFurther, regardless of the outcome, such proceedings or claims can have an adverse impact on us, which may be material because of defense and settlement costs, diversion of resources and other factors. ITEM 4. MINE SAFET Y DISCLOSURES Not applicable. 41 Table of Contents PAR T II
ITEM 3. LEGAL PROCEEDINGS From time to time, we may be involved in disputes, legal proceedings, governmental actions, or subject to claims incident to the ordinary course of business. The outcome of legal proceedings is inherently uncertain, and there can be no assurances that favorable outcomes will be obtained.
ITEM 3. LEGAL PROCEEDI NGS From time to time, we may be involved in disputes, legal proceedings, governmental actions, or subject to claims incident to the ordinary course of business. The outcome of legal proceedings is inherently uncertain, and there can be no assurances that favorable outcomes will be obtained.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(f) Performance Graph The following graph and table compare our stock performance to three stock indices since June 10, 2021, our first trading day, assuming $100 investment was made: 38 Table of Contents 6/11/2021 12/31/2021 12/31/2022 12/31/2023 12/31/2024 indie Semiconductor, Inc. $ 100 $ 111 $ 54 $ 75 $ 37 Nasdaq Capital Market Composite $ 100 $ 82 $ 46 $ 41 $ 40 PHLX Semiconductor Sector $ 100 $ 123 $ 79 $ 130 $ 155 Past stock price performance is not necessarily indicative of future stock price performance.
Biggest changeIn connection with such exchange, 700,000 shares of Class V common stock held by the ADK Minority Holders were cancelled, and 3,116 shares of ADK LLC units were exchanged for Class A common stock. 42 Table of Contents (f) Performance Graph The following graph and table compare our stock performance to three stock indices over a five-year period assuming $100 investment was made on the last day of 2021: 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 indie Semiconductor, Inc. $ 100 $ 49 $ 68 $ 33 $ 29 Nasdaq Capital Market Composite $ 100 $ 55 $ 50 $ 48 $ 51 PHLX Semiconductor Sector $ 100 $ 64 $ 106 $ 126 $ 179 Past stock price performance is not necessarily indicative of future stock price performance.
(d) Issuer Purchases of Equity Securities In November 2022, our Board of Directors authorized the repurchase, from time to time, of up to $50.0 million of Class A common stock and/or warrants to purchase common stock. There were no repurchases of common stock made during the three months ended December 31, 2024.
(d) Issuer Purchases of Equity Securities In November 2022, our Board of Directors authorized the repurchase, from time to time, of up to $50.0 million of Class A common stock and/or warrants to purchase common stock. There were no repurchases of common stock made during the three months ended December 31, 2025.
(b) Holders of Common Stock As of February 24, 2025, there were approximately 176 holders of record of our Class A common stock, which include the number of stockholders that hold shares in “street name” through banks or broker-dealers. (c) Dividends We have not paid any cash dividends on our ordinary shares to date.
(b) Holders of Common Stock As of February 24, 2026, there were approximately 186 holders of record of our Class A common stock, which include the number of stockholders that hold shares in “street name” through banks or broker-dealers. (c) Dividends We have not paid any cash dividends on our ordinary shares to date.
As of December 31, 2024, $42.6 million of the approved balance remains available for future repurchases.
As of December 31, 2025, $42.6 million of the approved balance remains available for future repurchases.
(e) Unregistered Sales of Equity Securities and Use of Proceeds On various dates between October 12, 2024 and December 16, 2024, the Company issued an aggregate of 433,278 shares of its Class A common stock to three ADK Minority Holders in exchange for an equal number of their ADK LLC units.
(e) Unregistered Sales of Equity Securities and Use of Proceeds On various dates between October 15, 2025 and November 19, 2025, the Company issued an aggregate of 703,116 shares of its Class A common stock to three ADK Minority Holders in exchange for an equal number of their ADK LLC units.
Removed
In connection with such exchange, 373,081 shares of Class V common stock held by the ADK Minority Holders were cancelled and 60,197 shares of ADK LLC units were exchanged for Class A common stock.
Removed
On November 6, 2024 in connection with the acquisition of Exalos AG, we issued 2,845,243 shares of our Class A common stock as payment for a portion of contingent consideration due upon achievement of certain Exalos AG revenue-based targets. The securities were issued by the Company in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended.
Removed
On December 17, 2024 in connection with the acquisition of Geo Semiconductor, Inc., we issued 1,015,621 shares of our Class A common stock as payment for a portion of contingent consideration due upon achievement of certain Geo Semiconductors, Inc. revenue-based targets.
Removed
The securities were issued by the Company in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe closing consideration consisted of (i) $3.2 million in cash as the initial cash consideration, net of an adjustment holdback amount of $0.5 million and an indemnity holdback amount of $0.8 million, payable after the 18-month anniversary of the Deal Closing Date in shares of Class A common stock, par value $0.0001 (the “Class A common stock”), (ii) $2.3 million of contingent consideration, payable in cash or Class A common stock, subject to achievement of certain production based milestones 24 months after the Deal Closing Date, and (iii) $2.3 million of contingent consideration, payable in cash or Class A common stock, subject to achievement of a revenue based milestone 12 months after the Deal Closing Date.
Biggest changeThe 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 Deal Closing Date.
Revenue We design, develop and manufacture primarily analog, digital and mixed-signal integrated circuits (“ICs”) together with software running on the embedded processors in the majority of the ICs. Our revenue represents both (i) non-recurring engineering (“NRE”) fees for the development of ICs and prototypes and (ii) product sales, the sale of semiconductors under separate commercial supply arrangements.
Revenue We design, develop and manufacture primarily analog, digital and mixed-signal integrated circuits (“ICs”) together with software running on the embedded processors in the majority of our ICs. Our revenue represents both (i) non-recurring engineering (“NRE”) fees for the development of ICs and prototypes and (ii) product sales, including the sale of semiconductors under separate commercial supply arrangements.
For the year ended December 31, 2024, net cash used in operating activities was $58.6 million, which included net loss of $144.2 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities.
Cash used in operating activities during the year ended December 31, 2024 was $58.6 million, which included net loss of $144.2 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities.
As of December 31, 2024, we have incurred total issuance costs of $1.9 million since inception. In December 2023, employees in Wuxi exercised options granted to them through the Wuxi Employee Equity Incentive Plan (the “Wuxi EIP”) and contributed total capital of CNY88.0 million (or approximately $12.3 million) from option proceeds in preparation for a potential IPO in China.
As of December 31, 2025, we have incurred total issuance costs of $1.9 million since inception. In December 2023, employees in Wuxi exercised options granted to them through the Wuxi Employee Equity Incentive Plan (the “Wuxi EIP”) and contributed total capital of CNY88.0 million (or approximately $12.3 million) from option proceeds in preparation for a potential IPO in China.
Financing Activities Net cash provided by financing activities for the year ended December 31, 2024 was $209.3 million, which was primarily attributed to $195.1 million net proceeds from the 2029 Notes, which included $218.5 million gross proceeds, $9.0 million issuance cost and $23.4 million cost of capped call.
Net cash provided by financing activities for the year ended December 31, 2024 was $209.3 million, which was primarily attributed to $186.1 million net proceeds from the 2029 Notes, which included $218.5 million gross proceeds, $9.0 million issuance cost and $23.4 million cost of capped call.
On March 29, 2024, we entered into a revolving line of credit agreement with Wells Fargo Bank, National Association (“Wells Fargo”) with a credit limit of $10.0 million, bearing interest at the Secured Overnight Financing Rate (“SOFR”) plus 1.75%. The outstanding principal balance is due and payable in full on March 28, 2025.
On March 29, 2024, we entered into a revolving line of credit agreement with Wells Fargo Bank, National Association (“Wells Fargo”) with a credit limit of $10.0 million, bearing interest at the Secured Overnight Financing Rate (“SOFR”) plus 1.75%. The outstanding principal balance was originally due and payable in full on March 28, 2025.
Non-cash adjustments primarily consisted of (i) $67.2 million in share-based compensation expense and $39.8 million in depreciation and amortization, which are partially offset by (ii) $27.4 million of net gains resulting from a change in fair value for contingent 47 Table of Contents considerations and currency forward contracts.
Non-cash adjustments primarily consisted of (i) $67.2 million in share-based compensation expense and $39.8 million in depreciation and amortization, which are partially offset by (ii) $27.4 million of net gains resulting from a change in fair value for contingent considerations and currency forward contracts.
Cost of goods sold also includes compensation related to personnel associated with manufacturing and amortization of certain intangible assets acquired through the business combinations. Cost of goods sold generally does not include 41 Table of Contents development costs incurred related to servicing our NRE services contracts, which are recorded to research and development and expensed as incurred.
Cost of goods sold also includes compensation related to personnel associated with manufacturing and amortization of certain intangible assets acquired through the business combinations. Cost of goods sold generally does not include development costs incurred related to servicing our NRE services contracts, which are recorded to research and development and expensed as incurred.
The funds will be used by Wuxi for general corporate purposes. Wuxi does not have an obligation to repay the collected capital to its employees in the case of an unsuccessful IPO.
The funds were and will be used by Wuxi for general corporate purposes. Wuxi does not have an obligation to repay the collected capital to its employees in the case of an unsuccessful IPO.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF INDIE Throughout this section, unless otherwise noted, “indie” refers to indie Semiconductor, Inc. and its consolidated subsidiaries. The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition.
ITEM 7. MANAGEMENT’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF INDIE Throughout this section, unless otherwise noted, “indie” refers to indie Semiconductor, Inc. and its consolidated subsidiaries. The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition.
Ultimately, the liability will be equivalent to the amount paid, and the difference between 49 Table of Contents the fair value estimate on the acquisition date and each reporting period and the amount paid will be recognized in earnings within Other Income (Expense), net on the consolidated statements of operations.
Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate on the acquisition date and each reporting period and the amount paid will be recognized in earnings within Other Income (Expense), net on the consolidated statements of operations.
To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. We have cash deposits with large financial institutions that have stable outlooks and credit ratings as of February 28, 2025.
To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. We have cash deposits with large financial institutions that have stable outlooks and credit ratings as of February 27, 2026.
The preparation 48 Table of Contents of these financial statements requires us to make estimates and judgments in applying our most critical accounting policies that can have a significant impact on the results we report in our financial statements.
The preparation of these financial statements requires us to make estimates and judgments in applying our most critical accounting policies that can have a significant impact on the results we report in our financial statements.
Recently Issued and Adopted Accounting Standards For information regarding new accounting pronouncements, and the impact of these pronouncements on our consolidated financial statements, if any, see Note 2 — Summary of Significant Accounting Policies in our accompanying financial statements.
Recently Issued and Adopted Accounting Standards For information regarding new accounting pronouncements, and the impact of these pronouncements on our consolidated financial statements, if any, see Note 2 —Summary of Significant Accounting Policies in our accompanying financial statements. 55 Table of Contents
In addition, 45 Table of Contents from time to time, we use cash to fund our mergers and acquisitions, purchases of various capital, intellectual property and software assets and scheduled repayments for outstanding debt obligations.
In addition, from time to time, we use cash to fund our mergers and acquisitions, purchases of various capital, intellectual property and software assets and scheduled repayments for outstanding debt obligations.
Revenue Recognition We enter into contracts with customers that can include various combinations of products and services. As a result, our contracts may contain multiple performance obligations.
Revenue Recognition 53 Table of Contents We enter into contracts with customers that can include various combinations of products and services. As a result, our contracts may contain multiple performance obligations.
Research and development (“R&D”) expense for the year ended December 31, 2024 was $175.1 million, compared to $154.5 million for the year ended December 31, 2023.
Research and development (“R&D”) expense for the year ended December 31, 2025 was $154.1 million, compared to $175.1 million for the year ended December 31, 2024.
We expect that we will make additional capital expenditures in the future, including licenses to various intangible assets, in order to support the future growth of our business. Net cash used in investing activities for the year ended December 31, 2023 was $107.7 million.
We expect that we will make additional capital expenditures in the future, including licenses to various intangible assets, in order to support the future growth of our business. Net cash used in investing activities for the year ended December 31, 2024 was $19.3 million.
Other Income (Expense) Other income (expense) primarily comprises the change in the fair value of the warrants and earn-out liabilities issued as a result of the Transaction and contingent considerations and holdbacks issued as a result of the recent business combinations. 42 Table of Contents Income Taxes Benefits We utilize the asset and liability method in accounting for income taxes.
Other Income (Expense) Other income (expense) primarily comprises the change in the fair value of the warrants and earn-out liabilities issued as a result of the Transaction and contingent considerations and holdbacks issued as a result of our recent business combinations. Income Taxes Benefit (Provision) We utilize the asset and liability method in accounting for income taxes.
Risk Factors”, including the risk factor titled “ If significant tariffs or other trade restrictions are placed on our products or third-party suppliers, our revenue and results of operations may be materially harmed . ” Additionally, the ongoing conflict in the Middle East and the implications of these events has created global political and economic uncertainty.
Risk Factors”, including the risk factor titled “ If significant tariffs or other trade restrictions are placed on our products or third-party suppliers, or if we become subject to expanded export controls or trade restrictions, our revenue and results of operations may be materially harmed . ” Additionally, the ongoing conflict in the Ukraine and Middle East and the implications of these events have created global political and economic uncertainty.
Non-cash adjustments primarily consisted of (i) $43.7 million in share-based compensation expense and $31.8 million in depreciation and amortization, which are partially offset by (ii) $3.2 million of net gains resulting from a change in fair value for warrants, contingent considerations, and currency forward contracts.
Non-cash adjustments primarily consisted of (i) $65.1 million in share-based compensation expense and $40.4 million in depreciation and amortization, which are partially offset by (ii) $7.8 million of net gains resulting from a change in fair value for contingent considerations and currency forward contracts.
The increase of $0.6 million was primarily as a result of the addition of the 2029 Notes in December 2024. For the years ended December 31, 2024 and 2023, we recognized gains (losses) from change from change in fair value for warrants, contingent considerations and acquisition-related holdbacks.
The increase of $8.4 million was primarily as a result of the addition of the 2029 Notes in December 2024. For the years ended December 31, 2025 and 2024, we recognized gains from change in fair value for contingent considerations and acquisition-related holdbacks.
During the year ended December 31, 2024, the decrease in cash was primarily due to the acquisition of Kinetic for $3.2 million, net of cash acquired, as well as cash used of $14.3 million for the purchase of capital expenditures.
The decrease in cash was primarily due to the acquisition of Kinetic for $3.2 million, net of cash acquired, as well as cash used of $14.3 million for the purchase of capital expenditures.
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. We implemented this program for the flexible access it provides to the capital markets.
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 following table summarizes our consolidated cash flows for the years ended December 31, 2024 and 2023: Fiscal Years Ended 2024 2023 Net cash used in operating activities $ (58,601) $ (104,385) Net cash used in investing activities (19,259) (107,742) Net cash provided by financing activities 209,334 43,567 A discussion of our cash flows for the year ended December 31, 2023 is included under “Liquidity and Capital Resources” in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on February 29, 2024.
The following table summarizes our consolidated cash flows for the years ended December 31, 2025 and 2024: Fiscal Years Ended 2025 2024 Net cash used in operating activities $ (57,130 ) $ (58,601 ) Net cash used in investing activities (31,967 ) (19,259 ) Net cash provided by (used in) financing activities (38,941 ) 209,334 A discussion of our cash flows for the year ended December 31, 2024 is included under “Liquidity and Capital Resources” in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on March 3, 2025.
Changes in operating assets and liabilities from operations provided $1.1 million of cash, primarily driven by an increase in inventory and a decrease in other liabilities, offset by a decrease in accounts receivable and an increase in accounts payable.
Changes in operating assets and liabilities from operations used $12.2 million of cash, primarily driven by a decrease in accounts payable and an increase in accounts receivable, offset by a decrease in inventory and accrued expenses and other liabilities.
For example, China has responded with tariffs on certain U.S. goods. While we are still evaluating the potential impacts of these proposed tariffs, as well as our ability to mitigate their related impacts, these tariffs may adversely impact our revenue and cost of goods sold in the United States.
While we are still evaluating the potential impacts of these proposed tariffs, as well as our ability to mitigate their related impacts, these tariffs may adversely impact our revenue and cost of goods sold in the United States.
As of December 31, 2024, and since the inception of the program we have 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 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 related activity. As of December 31, 2025, we have 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 through this program and had approximately $59.8 million available for future issuances under the ATM Agreement.
The closing consideration consisted of (i) the issuance by indie of 6,613,786 shares of Class A common stock at closing, with a fair value of $42.8 million; (ii) a contingent consideration with fair value of $9.8 million at closing, payable in cash, subject to Exalos’ achievement of certain revenue-based milestones through September 30, 2025; and (iii) a holdback of $2.5 million subject to final release 12 months from the acquisition date payable in shares of Class A common stock.
The closing consideration consisted of (i) the issuance by indie of 6,613,786 shares of Class A common stock at closing, with a fair value of $42.8 million; (ii) a contingent consideration with fair value of $9.8 million at closing, payable in cash, subject to indie Switzerland's achievement of certain revenue-based milestones through September 30, 2025; and (iii) a holdback of $2.5 million subject to final release 12 months from the acquisition date payable in shares of Class A common stock. 51 Table of Contents On January 25, 2024, we completed the acquisition of certain business properties from Kinetic through an asset purchase agreement.
In addition, it includes marketing and advertising, outside legal, tax and accounting services, insurance, occupancy costs and related overhead based on headcount and amortization expenses for certain intangible assets acquired from the business combinations. Selling, general, and administrative costs are expensed as incurred. Restructuring Costs In August 2024, we initiated a plan intended to improve our operating performance (the “Plan”).
In addition, it includes marketing and advertising, outside legal, tax and accounting services, insurance, occupancy costs and related overhead based on headcount and amortization expenses for certain intangible assets acquired from the business combinations. Selling, general, and administrative costs are expensed as incurred.
Cash used in operating activities during the year ended December 31, 2023 was $104.4 million, which included net loss of $128.8 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities.
For the year ended December 31, 2025, net cash used in operating activities was $57.1 million, which included net loss of $150.7 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities.
As of December 31, 2023, there was no liability remaining on the balance sheet. ii) Contingent considerations and acquisition-related holdbacks: During the year ended December 31, 2024, we recognized a net gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $29.0 million, which is primarily contributed by an net gain of $31.9 million for the contingent considerations and acquisition-related holdback related to the GEO acquisition, partially offset by a loss of $3.0 million for the contingent considerations related to Exalos.
During the year ended December 31, 2024, we recognized a net gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $29.0 million, which is primarily contributed by a net gain of $31.9 million for the contingent considerations and acquisition-related holdback related to our acquisition of GEO Semiconductor Inc. which closed in March 2023, partially offset by a loss of $3.0 million for the contingent considerations related to indie Switzerland.
Changes in operating assets and liabilities from operations used $58.1 million of cash, primarily driven by an increase in accounts receivable, prepaid and other current assets and inventory. Investing Activities Net cash used in investing activities for the year ended December 31, 2024 was $19.3 million.
Changes in operating assets and liabilities from operations provided $1.1 million of cash, primarily driven by an increase in inventory and a decrease in other liabilities, offset by a decrease in accounts receivable and an increase in accounts payable. Investing Activities Net cash used in investing activities for the year ended December 31, 2025 was $32.0 million.
At this time, the impact to indie is subject to change given the volatile nature of the situation. 40 Table of Contents Results of Operations A discussion of our results of operations for the year ended December 31, 2022, including a comparison to our results of operations for the year ended December 31, 2023, is included under “Results of Operations” in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on February 29, 2024.
Results of Operations A discussion of our results of operations for the year ended December 31, 2023, including a comparison to our results of operations for the year ended December 31, 2024, is included under “Results of Operations” in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on March 3, 2025.
The increase in product revenue was due primarily to change in product mix as well as the recent acquisitions, offset by a decrease in average selling price.
The increase in product revenue was due primarily to increase in volume of products sold, partially offset by change in average selling price as well as product mix.
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”).
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”).
We are closely monitoring developments, including potential impact to our business, customers, suppliers, our employees and operations in Israel, the Middle East and elsewhere.
We are closely monitoring developments, including any potential impact to our business, customers, suppliers, our employees and operations in Israel, the Middle East and elsewhere. At this time, the impact to indie is subject to change given the volatile nature of the situation.
Comparison of the Years Ended December 31, 2024 and 2023 Revenue Fiscal Years Ended 2024 2023 (in thousands) $ % of Revenue $ % of Revenue $ Change % Change Revenue: Product revenue $ 202,698 94 % $ 195,624 88 % $ 7,074 4 % Contract revenue 13,984 6 % 27,545 12 % (13,561) (49) % Total revenue $ 216,682 100 % $ 223,169 100 % $ (6,487) (3) % Revenue for the year ended December 31, 2024 was $216.7 million, compared to $223.2 million for the year ended December 31, 2023, a decrease of $6.5 million or 3%, which was primarily driven by a $13.6 million decrease in contract revenue and offset by a $7.1 million increase in product revenue.
Comparison of the Years Ended December 31, 2025 and 2024 Revenue Fiscal Years Ended 2025 2024 (in thousands) $ % of Revenue $ % of Revenue $ Change % Change Revenue: Product revenue $ 206,961 95 % $ 202,698 94 % $ 4,263 2 % Contract revenue 10,433 5 % 13,984 6 % (3,551 ) (25 )% Total revenue $ 217,394 100 % $ 216,682 100 % $ 712 0 % Revenue for the year ended December 31, 2025 was $217.4 million, compared to $216.7 million for the year ended December 31, 2024, an increase of $0.7 million or 0%, which was primarily driven by a $4.3 million increase in product revenue, partially offset by a $3.6 million decrease in contract revenue.
The decrease in contract revenue of $13.6 million or 49% was primarily due to a large multi-year non-recurring engineering project that commenced in early 2022 that is winding down in the current year towards its completion stage. 43 Table of Contents Operating Expenses Fiscal Years Ended 2024 2023 (in thousands) $ % of Revenue $ % of Revenue $ Change % Change Operating expenses: Cost of goods sold $ 126,373 58 % $ 133,606 60 % $ (7,233) (5) % Research and development 175,112 81 % 154,507 69 % 20,605 13 % Selling, general, and administrative 80,945 37 % 70,479 32 % 10,466 15 % Restructuring costs $ 4,332 2 % $ — — % $ 4,332 100 % Total operating expenses $ 386,762 178 % $ 358,592 161 % $ 28,170 8 % Cost of goods sold for the year ended December 31, 2024 was $126.4 million, compared to $133.6 million for the year ended December 31, 2023.
The decrease in contract revenue of $3.6 million or 25% was primarily due to a large multi-year non-recurring engineering project that commenced in early 2022 that is winding down in the current year toward its completion stage. 48 Table of Contents Operating expenses Fiscal Years Ended 2025 2024 (in thousands) $ % of Revenue $ % of Revenue $ Change % Change Operating expenses: Cost of goods sold $ 130,762 60 % $ 126,373 58 % $ 4,389 3 % Research and development 154,092 71 % 175,112 81 % (21,020 ) (12 )% Selling, general, and administrative 77,689 36 % 80,945 37 % (3,256 ) (4 )% Restructuring costs 9,066 4 % 4,332 2 % 4,734 109 % Total operating expenses $ 371,609 171 % $ 386,762 178 % $ (15,153 ) (4 )% Cost of goods sold for the year ended December 31, 2025 was $130.8 million, compared to $126.4 million for the year ended December 31, 2024.
Generally, our contracts also include the optional purchase of products that may be exercised at stated prices subsequent to completion of NRE design services. We have determined that the option to purchase products is not a material right and have not allocated transaction price to this provision.
Generally, our contracts also include the optional purchase of products that may be exercised at stated prices subsequent to completion of NRE design services.
The purchase price is subject to working capital and other adjustments as provided in the APA. Impact of Macroeconomic Conditions Current and continued inflationary conditions have led, and may continue to lead to, rising prices or rising interest rates, which has had a dampening effect on overall economic activity and consumer demand for automotive products.
See Note 2 — Business Combinations for additional descriptions of our recent acquisitions. Impact of Macroeconomic Conditions Current and continued inflationary conditions have led, and may continue to lead to, rising prices or rising interest rates, which has had, and may continue to have, a dampening effect on overall economic activity and consumer demand for automotive products.
The decrease of $3.2 million from the year ended December 31, 2023 was primarily as a result of lower cash balances due to multiple acquisitions in 2023 and the first quarter of 2024. Interest expense for the year ended December 31, 2024 was $9.3 million, compared to $8.7 million for the year ended December 31, 2023.
The increase of $2.7 million from the year ended December 31, 2024 was primarily as a result of higher cash balances due to the cash inflow from the 2029 Notes in December 2024. 49 Table of Contents Interest expense for the year ended December 31, 2025 was $17.6 million, compared to $9.3 million for the year ended December 31, 2024.
Historically, we derive liquidity primarily from debt and equity financing activities as we have historically had negative cash flows from operations. On August 26, 2022, we entered into the ATM Agreement with the Sales Agents relating to shares of our Class A common stock.
On August 26, 2022, we entered into the ATM Agreement with the Sales Agents relating to shares of our Class A common stock.
For NRE arrangements, we recognize revenue over time as services are provided based on the terms of the contract on an input basis, using costs incurred as the measure of progress. The costs incurred represent the most reliable measure of transfer of control to the customer. Revenue is deferred for amounts billed or received prior to delivery of the services.
The costs incurred represent the most reliable measure of transfer of control to the customer. Revenue is deferred for amounts billed or received prior to delivery of the services.
During the year ended December 31, 2024, we raised gross proceeds of $19.8 million and issued $3,787,725 shares of Class A common stock at an averaged per-share sales price of $5.24 through this program. For the year ended December 31, 2024, we incurred total issuance costs of $0.4 million.
As of December 31, 2025, we had 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 through this program. For the years ended December 31, 2024 and 2023, we incurred total issuance costs of $0.4 million and $1.1 million, respectively, in connection with the ATM Agreement.
Interest Expense Interest expense primarily consists of cash and non-cash interest under our term loan facilities, convertible notes and line of credit.
Interest Income Interest income represents cash or income earned on our cash balances and investments with certain banking institutions. 47 Table of Contents Interest Expense Interest expense primarily consists of cash and non-cash interest under our term loan facilities, convertible notes and line of credit.
During the year ended December 31, 2023, we recognized a net unrealized loss from change in fair value of our contingent considerations of $3.0 million, which is primarily contributed by unrealized gains (losses) for the contingent considerations and acquisition related holdbacks of $3.2 million, $(5.7) million and $(0.4) million for Silicon Radar, GEO and Exalos, respectively.
During the year ended December 31, 2025, we recognized a net gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $7.0 million.
Acquisitions We have completed multiple acquisitions in the last couple of years and we plan to selectively pursue and assess inorganic growth opportunities that are complementary to our existing technologies and portfolio of products and/or accelerate our growth initiatives. 46 Table of Contents In connection with our acquisitions, we may from time to time be required to make future payments or issue additional shares of our common stock to satisfy our obligations under the acquisition agreements, including to satisfy certain earn-out requirements.
Acquisitions We have completed multiple acquisitions in the last couple of years and we plan to selectively pursue and assess inorganic growth opportunities that are complementary to our existing technologies and portfolio of products and/or accelerate our growth initiatives.
For the years ended December 31, 39 Table of Contents 2024, 2023 and 2022 approximately 66%, 63% and 54%, respectively, of our product revenues were recognized for shipments to customer locations in Asia. Execution of At-The-Market Agreement On August 26, 2022, we entered into an At Market Issuance Agreement (“ATM Agreement”) with B.
For the years ended December 31, 2025, 2024 and 2023, approximately 65%, 66% and 63%, respectively, of our product revenues were recognized for shipments to customer locations in Asia.
Amortization for Intangible Assets Acquired from Business Combinations As a result of the most recent business combinations, we acquired various intangible assets. The corresponding amortization expenses are included within Cost of goods sold, Research and development expenses , and Selling, general and administrative expenses based on their respective nature.
The corresponding amortization expenses are included within Cost of goods sold, Research and development expenses , and Selling, general and administrative expenses based on their respective nature. Our acquired intangible assets with definite lives are amortized from the date of acquisition over periods ranging from two to twelve years.
These cash deposits may exceed the insurance provided on such deposits. As part of our cash management strategy going forward, we concentrate cash deposits with large financial institutions that are subject to regulation and maintain deposits across diverse retail banks.
As part of our cash management strategy going forward, we concentrate cash deposits with large financial institutions that are subject to regulation and maintain deposits across diverse retail banks. 50 Table of Contents Historically, we derive liquidity primarily from debt and equity financing activities as we have historically had negative cash flows from operations.
Restructuring costs for the year ended December 31, 2024 was $4.3 million due to the restructuring plan initiated in August 2024.
Total restructuring costs for the year ended December 31, 2024 was due to the 2024 Restructuring Plan (See Note 4 — Restructuring Costs for additional discussion of the 2025 Restructuring Plan and 2024 Restructuring Plan).
During the year ended December 31, 2023, the decrease in cash was primarily due to the acquisitions of Exalos, GEO and Silicon Radar for $95.0 million, net of cash acquired, as well as cash used of $12.8 million for the purchase of capital expenditures.
During the year ended December 31, 2025, the decrease in cash was primarily due to the acquisition of emotion3D for $17.7 million, net of cash acquired, as well as the 52 Table of Contents purchase of capital expenditures for $14.3 million.
The Plan consisted of actions including but not limited to, workforce and facilities reductions. Due to the size, nature and frequency of this Plan, it is fundamentally different from our ongoing productivity actions. As a result, all pre-tax charges related to such initiatives are separately reflected in Note 4 - Restructuring costs in our accompanying financial statements for more information.
As a result, all pre-tax charges related to such initiatives are separately reflected in Note 4 — Restructuring costs in our accompanying financial statements for more information.
The restructuring plan was substantively completed as of December 31, 2024. 44 Table of Contents Other income (expense), net Fiscal Years Ended 2024 2023 (in thousands) $ $ $ Change % Change Other income (expense), net: Interest income $ 4,588 $ 7,801 $ (3,213) (41) % Interest expense (9,258) (8,650) (608) 7 % Gain from change in fair value of warrants — 7,066 (7,066) (100) % Gain (loss) from change in fair value of contingent considerations and acquisition related holdbacks 29,041 (2,985) 32,026 (1073) % Other expense (400) (1,175) 775 (66) % Total other income (expense), net $ 23,971 $ 2,057 $ 21,914 1065 % Interest income for the year ended December 31, 2024 was $4.6 million, compared to $7.8 million for the year ended December 31, 2023.
Other income (expense), net Fiscal Years Ended 2025 2024 (in thousands) $ $ $ Change % Change Other income (expense), net: Interest income $ 7,292 $ 4,588 $ 2,704 59 % Interest expense (17,642 ) (9,258 ) (8,384 ) 91 % Gain from change in fair value of contingent considerations and acquisition related holdbacks 6,970 29,041 (22,071 ) (76 )% Gain from extinguishment of debt 2,623 — 2,623 100 % Other income (expense) 1,247 (400 ) 1,647 (412 )% Total other income, net $ 490 $ 23,971 $ (23,481 ) (98 )% Interest income for the year ended December 31, 2025 was $7.3 million, compared to $4.6 million for the year ended December 31, 2024.
Interest is payable monthly beginning on May 1, 2024 through the maturity date. This line of credit required us to collateralize a cash balance equal to the total outstanding balance in a cash security account with Wells Fargo.
This line of credit required us to collateralize a cash balance equal to the total outstanding balance in a cash security account with Wells Fargo. On December 6, 2024, we issued $218.5 million in aggregate principal amount of our 2029 Notes.
The indemnity holdback amount is payable within five business days after the 18-month anniversary of the closing date of January 25, 2024 and is payable in shares of Class A common stock. We expect to continue to incur net operating losses and negative cash flows from operations.
The indemnity holdback amount was payable within five business days after the 18-month anniversary of the closing date of January 25, 2024 and is payable in shares of Class A common stock. On September 26, 2025, we completed the acquisition of emotion3D, whereby Ay Dee Kay Ltd. acquired all of the outstanding common shares of emotion3D.
Future Estimated Cash Payments Due by Period Contractual Obligations Less than 1 year 1 - 3 years 3-5 years >5 years Total Debt obligations $ 12,583 $ 162,368 $ 218,500 $ — $ 393,451 Interest on debt obligations 14,847 28,788 14,981 — 58,616 Operating leases 3,994 7,695 5,923 2,821 20,433 Holdbacks payable in cash 800 — — — 800 Total contractual obligations $ 32,224 $ 198,851 $ 239,404 $ 2,821 $ 473,300 In connection with our acquisitions (See subheading titled Liquidity and Capital Resources — Acquisitions above, we may be required to make future payments or issue additional shares of our common stock to satisfy certain earn-out requirements under the acquisition agreements.
Future Material Cash Obligations Following is a summary of our material cash requirements from known contractual and other obligations, including commitments for capital expenditures, as of December 31, 2025: Future Estimated Cash Payments Due by Period Contractual Obligations Less than 1 year 1 - 3 years 3-5 years >5 years Total Debt obligations $ 13,891 $ 130,000 $ 218,500 $ — $ 362,391 Interest on debt obligations 13,497 20,414 7,329 — 41,240 Operating leases 4,193 7,954 4,625 2,388 19,160 Holdbacks payable in cash 1,720 1,000 — — 2,720 Total contractual obligations $ 33,301 $ 159,368 $ 230,454 $ 2,388 $ 425,511 In connection with our acquisitions (See subheading titled Liquidity and Capital Resources — Acquisitions above), we may be required to make future payments or issue additional shares of our common stock to satisfy certain earn-out requirements under the acquisition agreements.
Other expense for the year ended December 31, 2024 was $0.4 million, compared to $1.2 million for the year ended December 31, 2023. Other expense relates primarily to the realized and unrealized foreign currency gains and losses during the year. Income Taxes Income tax benefits for the year ended December 31, 2024 are primarily related to our foreign operations.
Other income (expense) for the year ended December 31, 2025 was $1.2 million, compared to $(0.4) million for the year ended December 31, 2024.
The U.S. government has also threatened tariffs against Taiwan that could specifically target imports of semiconductor products, which, if imposed, could seriously and negatively affect our business and the U.S. economy overall The tariff actions could lead to further potential retaliatory tariffs on U.S. goods and escalate trade disputes in China and in other countries in which we do business.
There continues to be uncertainty regarding overall macroeconomic conditions, including increased geopolitical tensions, risk of recessions, and the effects of current global trade policies including tariffs. The U.S. government has also threatened tariffs against Taiwan that could specifically target imports of semiconductor products, which, if imposed, could seriously and negatively affect our business and the U.S. economy overall.
The increase of $10.5 million or 15% was primarily due to a $1.8 million increase in personnel costs due to increase in headcount, a $2.0 million increase in various office and business related expenses and a $4.8 million increase in share-based compensation expense.
This decrease of $21.0 million or 12% was primarily due to a $12.8 million decrease in personnel cost, a $3.8 million decrease in share-based compensation expense, and a $7.3 million decrease in various R&D program related expenses.
Income tax benefits for the year ended December 31, 2024 are primarily related to our foreign operations. Income tax benefits for the year ended December 31, 2023 are primarily related to the tax effects of our acquisition structure of GEO and release of our valuation allowance in China.
Income Taxes Income tax benefits for the year ended December 31, 2025 are primarily related to our foreign operations and U.S. subsidiaries that are nonconsolidated for tax purposes. Income tax benefits for the year ended December 31, 2024 is primarily related to our foreign operations.
Actual results may differ materially from those contained in any forward-looking statements. OUR COMPANY indie offers highly innovative automotive semiconductors and software solutions for Advanced Driver Assistance Systems (“ADAS”), autonomous vehicle, connected car, user experience and electrification applications. We focus on edge sensors across multiple modalities spanning LiDAR, radar, ultrasound and computer vision.
Actual results may differ materially from those contained in any forward-looking statements. OUR COMPANY indie offers highly innovative, high-performance and energy-efficient mixed-signal system-on-chips ("SoCs") and system solutions for advanced driver assistance systems (“ADAS”) in addition to adjacent industrial applications.
On December 6, 2024, we issued $218.5 million in aggregate principal amount of our 3.50% convertible senior notes which are due in December 2029 (the “2029 Notes”). The 2029 Notes will be convertible into cash, shares of common stock or a combination of cash and common stock at our election.
The 2029 Notes will be convertible into cash, shares of common stock or a combination of cash and common stock at our election in accordance with the terms of the indenture governing the 2029 Notes.
The decrease of $7.2 million or 5% was primarily due to a $9.3 million decrease in product cost, offset by $2.6 million increase due to change in product shipments in connection with the increase in products sold as well as $4.5 million increase due to change in product mix.
The increase of $4.4 million or 3% was primarily due to a $6.8 million increase in volume and offset by $3.2 million decrease due to change in product mix. Total cost of goods sold also included certain non-cash and non-operational driven charges such as share-based compensation and amortization of certain intangible assets acquired through business combinations.
Additionally, in February, 2023, we acquired Silicon Radar, for approximately (i) $9.2 million in cash (including debt payable at closing and net of cash acquired), (ii) the issuance by indie of 982,445 shares of Class A common stock at closing, with a fair value of $9.8 million; and (iii) a contingent consideration with fair value of $9.2 million at closing, payable in cash or in Class A common stock subject to Silicon Radar’s achievement of certain revenue-based and design-win milestones through February 21, 2025.
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.
Total cost of goods sold for the year ended December 31, 2024 also included a decrease of $5.7 million in amortization related to acquired intangible assets and inventory step-up value both in connection with finalizing the opening net assets acquired from the recent acquisitions.
For the year ended December 31, 2025, total share-based compensation and amortization of acquired intangible assets included in cost of goods sold were $1.4 million and $17.4 million, respectively. For the year ended December 31, 2024, total share-based compensation and amortization of acquired intangible assets included in cost of goods sold were $1.0 million and $16.5 million, respectively.
We also expect our research and development expenses, general and administrative expenses and capital expenditures to stabilize over time.
We expect to continue to incur net operating losses and negative cash flows from operations. We also expect our research and development expenses, general and administrative expenses and capital expenditures to stabilize over time. As of December 31, 2025, our balance of cash and cash equivalents, including restricted cash, was $155.7 million.
Refer to Note 18 — Income Tax , in our accompanying financial statements for additional detail.
Income tax benefits for the year ended December 31, 2025 is primarily related to our foreign operations and U.S. subsidiaries that are nonconsolidated for tax purposes. Income tax benefits for the year ended December 31, 2024 are primarily related to our foreign operations. Refer to Note 18 — Income Tax , in our accompanying financial statements for additional detail.
Selling, general and administrative expense for the year ended December 31, 2024 was $80.9 million, compared to $70.5 million for the year ended December 31, 2023.
The decrease in R&D program expense reflects the wind-down of completed projects and the progression of the current development pipeline. We expect research and development expense to stabilize over time. Selling, general and administrative expense for the year ended December 31, 2025 was $77.7 million, compared to $80.9 million for the year ended December 31, 2024.
Research and development expense for the year ended December 31, 2024 also included a $4.9 million increase in personnel costs due to increase in headcount to support our continued growth in research and development needs. We expect research and development expense to stabilize over time.
The decrease of $3.3 million or 4% was primarily due to a decrease in third party professional fees and business expenses of $2.3 million. We expect selling, general, and administrative expense to stabilize over time. Restructuring costs for the year ended December 31, 2025 were $9.1 million due to the 2025 Restructuring Plan initiated in May 2025.
Net cash provided by financing activities for the year ended December 31, 2023 was $43.6 million, which was primarily attributed to $52.0 million of net proceeds from the issuance of common stock through the ATM and $12.3 million of proceeds related to the Wuxi EIP capital contribution, partially offset by $12.8 million payments on debt obligations and $9.1 million of payments on financed software.
Financing Activities Net cash used in financing activities for the year ended December 31, 2025 was $38.9 million, which was primarily attributed to $26.8 million net payments for the repurchase of the 2027 Notes in June 2025, $8.0 million of payments on financed software, and $2.5 million of payment in connection with the first contingent consideration under the Kinetic acquisition.
Removed
These functions represent the core underpinnings of both electric and autonomous vehicles, while the advanced user interfaces are transforming the in-cabin experience to mirror and seamlessly connect to the mobile platforms we rely on every day. We are an approved vendor to Tier 1 automotive suppliers and our platforms can be found in marquee automotive manufacturers around the world.
Added
Our sensors span all major modalities, including Radar, LiDAR, Ultrasound and Computer Vision, while our embedded system control, power management, and interfacing solutions are accelerating the proliferation of automated vehicle safety features. We are an approved vendor to Tier 1 automotive suppliers and our platforms can be found in marquee automotive manufacturers around the world.
Removed
We implemented this program for the flexibility that it provides to the capital markets and to best time our equity capital needs. As of December 31, 2024, we had 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 through this program.
Added
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.
Removed
For the years ended December 31, 2024, 2023 and 2022, we incurred total issuance costs of $0.4 million, $1.1 million and $0.4 million, respectively, in connection with the ATM Agreement. Recent Acquisition Kinetic Technologies On January 25, 2024 (the “Deal Closing Date”), indie and ADK LLC completed its acquisition of Kinetic Technologies, LLC (“Kinetic”).
Added
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.
Removed
The acquisition was consummated pursuant to an Asset Purchase Agreement (the “APA”), carving out certain assets, including R&D personnel and intellectual properties (“IP”) from Kinetic Technologies (“Kinetic”), in support of a custom product development for a North American electric vehicle OEM.
Added
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 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeForeign exchange gains and losses that resulted from our international operations are included in the determination of Net income (loss) . The foreign currency translation exchange loss included in determining loss before income taxes was $0.4 million, $1.2 million, and $0.1 million for the years ended December 31, 2024, 2023, and 2022, respectively.
Biggest changeForeign exchange gains and losses that resulted from our international operations are included in the determination of Net income (loss) . The foreign currency translation exchange gain (loss) included in determining loss before income taxes was $1.2 million, ($0.4) million, and ($1.2) million for the years ended December 31, 2025, 2024, and 2023, respectively.
The year-over-year change was primarily related to the change in fair value of our currency forward contracts entered into during 2023 and 2024. We also have intercompany loans with certain of our foreign subsidiaries that are long-term in nature.
The year-over-year change was primarily related to the change in fair value of our currency forward contracts entered into during 2023, 2024 and 2025. We also have intercompany loans with certain of our foreign subsidiaries that are long-term in nature.
The year-over-year change was primarily driven by the cumulative foreign currency translation loss recorded in relation to permanently invested intercompany loans as of December 31, 2024 as the exchange rate for the U.S. dollar fluctuates against foreign currencies.
The year-over-year change was primarily driven by the cumulative foreign currency translation loss recorded in relation to permanently invested intercompany loans as of December 31, 2025 as the exchange rate for the U.S. dollar fluctuates against foreign currencies.
Given the objectives of our investment activities, and the relatively low interest income generated from our cash, cash equivalents, and other investments, we do not believe that investment or interest rate risks currently pose material exposures to our business or results of operations even in the current environment of rising interest rates. 50 Table of Contents
Given the objectives of our investment activities and the relatively low interest income generated from our cash, cash equivalents, and other investments, we do not believe that investment or interest rate risks currently pose material exposures to our business or results of operations even in the current environment of rising interest rates.
A cumulative foreign currency translation loss of $24.7 million and $6.2 million related to our foreign subsidiaries is included in “ Accumulated other comprehensive loss ” within the Stockholders' Equity section of the consolidated balance sheet at December 31, 2024 and 2023, respectively.
A cumulative foreign currency translation loss of $3.6 million and $24.7 million related to our foreign subsidiaries is included in Accumulated other comprehensive loss within the Stockholders' Equity section of the consolidated balance sheet at December 31, 2025 and 2024, respectively.
Investment and Interest Rate Risk Our exposure to interest rate and general market risks relates principally to our investment portfolio, which consists of cash and cash equivalents and restricted cash (money market funds and marketable securities purchased with less than ninety days until maturity) and restricted cash that totals approximately $284.5 million as of December 31, 2024.
Investment and Interest Rate Risk Our exposure to interest rate and general market risks relates principally to our investment portfolio, which consists of cash and cash equivalents and restricted cash (money market funds and marketable securities purchased with less than ninety days until maturity) and restricted cash that totals approximately $155.7 million as of December 31, 2025.

Other INDI 10-K year-over-year comparisons