INDI 10-K & 10-Q changes, risk factors and insider trading

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. Some of the more significant challenges and risks relating to an investment in our company include, among other things, the following:

•The cyclical nature of the semiconductor industry may limit our net sales and profitability.

•If we fail to compete effectivelyeffectively, 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 andprices, 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 tariffstariffs, export controls, or other trade restrictions are placed on us, our productsproducts, 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.

•Loss ofof, or inability to attract, key management or other highly skilled personnel, or an inability to attract such management and other personnel,personnel could adversely affect our business.

•We may experience disruptions in our operations resulting from our enterprise resource planning system initiative.implementation.

•We have historically incurred losses and may continue to incur losses.

•OurGeopolitical worldwideuncertainty, operationsvolatility arein subject to political,general economic andconditions, health risks and natural disasters, whichdisasters could impact end customer demand, disrupt our supply chain, and have a material adverse effect on our businessoperations operations.and business.

•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.

•Uncertainties with respect to the PRC legal systemsystem, and China's rapidly changing conditions, could adversely affect our China business.

•Our ChinaChinese 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 otherregulations obligationsmay regardingsubject dataus protectionor our PRC employees to fines or sanctions and could have a material adverse effect on our business.

•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.

•We may not be ablefail to timely and effectively implement and maintain controlseffective andinternal procedurescontrol requiredover byfinancial Section 404 of the Sarbanes-Oxley Act that is applicable to us,reporting, which could result in materially misstated financial reporting.statements.

•Significant expenses and administrative burdens as a public company could have a material adverse effect on our business.

•Our existing and future indebtedness could adversely affect our ability to operate our business.

•We may not have sufficient funds to repay the indebtedness andindebtedness, repurchase Convertible Notes or make cash payments upon conversions thereof.

•Provisions in the indentures for the Convertible Notes may deter or prevent a business combination that stockholders may consider favorable.

•The accounting method for reflecting the Convertible Notes and the conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.

•The capped call transactions relating to the 2029 Notes may affect the value of the 2029 Notes and our common stock.stock and subject us to counterparty risk.

•We are dependent upon distributions made by our subsidiaries to make certain payments, and such distributions may be delayed or restricted for reasons outside of our control.

•We are party to a Tax Receivable Agreement, which requires us to make certain payments, and such payment may exceed our actual tax benefits or may be accelerated.

•An investment in our Class A common stock may be diluted by future issuances of our Class A common stock or ADK LLC units.

OUR COMPANY indie offers highly innovativeinnovative, automotive semiconductorshigh-performance and softwareenergy-efficient mixed-signal system-on-chips ("SoCs") and system solutions for Advancedadvanced Driverdriver Assistanceassistance Systemssystems (“ADAS”), autonomousin vehicle,addition connectedto car,adjacent userindustrial experienceapplications. Our sensors span all major modalities, including Radar, LiDAR, Ultrasound and electrificationComputer applications.Vision, Wewhile focusour onembedded edgesystem sensorscontrol, acrosspower multiple modalities spanning LiDAR, radar, ultrasoundmanagement, and computerinterfacing vision.solutions Theseare functions representaccelerating the core underpinningsproliferation of bothautomated electricvehicle andsafety 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.features. We are an approved vendor to Tier 1 automotive suppliers and our platforms can be found in marquee automotive manufacturers around the world. Headquartered in Aliso Viejo, California, indie has 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; Edinburgh, Scotland; Schlieren, Switzerland; Rabat, Morocco; Haifa, Israel; Quebec City and Toronto, Canada; Seoul, South Korea; Tokyo, Japan; and several locations throughout China.

On August 26, 2022, we entered into an At Market Issuance Agreement (“ATM Agreement”) with B. Riley Securities, Inc., Craig-Hallum Capital Group LLC and Roth Capital Partners, LLC (collectively as “Sales Agents”) relating to shares of our Class A common stock, par value $0.0001 per share (the “Class A common stock”). In accordance with the terms of the ATM Agreement, we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $150.0 million from time to time through the Sales Agents, acting as our agent or principal. The ATM Agreement was previously registered on our registration statement on Form S-3 (Registration No. 333-267120) (the "2022 Registration Statement"), which expired on September 7, 2025. Prior to its expiration, on August 29, 2025, we filed with the SEC a prospectus supplement to our automatic shelf registration on Form S-3ASR (Registration No. 333-285653) to register the offering of the unsold securities of $59.8 million pursuant to the ATM Agreement. We implemented and renewed this program for the flexibilityflexible thataccess it provides to the capital markets and to best time our equity capital needs.markets. As of December 31, 2024,2025, 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, 20232024 and 2022,2023, we incurred total issuance costs of $0.4 million, $1.1 million and $0.4$1.1 million, respectively, in connection with the ATM Agreement. For the year ended December 31, 2025 there was no ATM activity.

On JanuarySeptember 25,26, 20242025 (the “Dealemotion3D Closing Date”), indieAy andDee ADKKay LLCLtd. completed its acquisition of Kineticemotion3D Technologies, LLCGmbH (“Kineticemotion3D”). The acquisition was consummated pursuant to ana AssetShare Purchase Agreement (the “APA”), carving out certain assets, including R&D personnel and intellectual properties (“IPSPA”) fromwhereby KineticAy TechnologiesDee (“Kinetic”),Kay inLtd. supportacquired all of athe customoutstanding productcommon developmentshares forof a North American electric vehicle OEM.emotion3D. The closing consideration consisted of: (i) $3.2$17.7 million in cash as the initial cash consideration,consideration (including debt paid at closing and net of ancash 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”acquired),; (ii) $2.3certain millioncontingent considerations with total preliminary fair value of contingent$7.3 consideration,million, payable in cash or Class A common stock,stock at indie's sole election, subject to emotion3D's achievement of certain production basedrevenue-based milestones 24through monthsFebruary after28, the Deal Closing Date,2027; and (iii) $2.3certain holdbacks and adjustments totaling $3.0 million of contingent consideration, payable in cash or Class A common stock, subject to achievementfinal ofrelease a revenue based milestone 1224 months afterfrom the Dealemotion3D Closing Date. TheSee purchaseNote price2 is— subjectBusiness toCombinations workingfor capitaladditional anddescriptions otherof adjustmentsour asrecent provided in the APA.acquisitions.

CurrentThese and continuedany 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. There continues to be uncertainty regarding overall macroeconomic conditions, including increased geopolitical tensions, risk of recessions, and the effects of potential trade policies including tariffs. For example, on February 1, 2025, the U.S. government announced a 10% tariff on imports from China and a 25% tariff on imports from Mexico and Canada, with immediate effect and a 10% tariff on steel and aluminum imports effective March 2025. Although the tariffs on Mexico and Canada have been temporarily delayed pending further negotiations between these countries, there is no assurance that the governments will be able to reach long-term agreements. 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 Theadditional 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. 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. The institution of trade tariffs both globally and between the United States and China specifically carries the risk of negatively affecting China’s overall economic condition, which could have a negative impact on us as we have significant operations in China. Furthermore, the imposition of tariffs could cause a decrease in the sales of products to customers located in China, other customers selling to Chinese end users, or other global customers which could materially and adversely affect our business, financial condition and results of operations. The ultimate impact of any tariffs will depend on various factors, including if any tariffs are ultimately implemented, the timing of implementation, and the amount, scope and nature of the tariffs. For additional information, see “Item 1A. 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 hashave created global political and economic uncertainty. 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.

A discussion of our results of operations for the year ended December 31, 2022,2023, including a comparison to our results of operations for the year ended December 31, 2023,2024, 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, 20232024 filed with the Securities and Exchange Commission on FebruaryMarch 29,3, 2024.2025.

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 theour 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.

•our overall product mix and sales volumes;

•gains and losses in market share and design win traction;

•semiconductor content per vehicle;

•pace at which technology is adopted in our end markets;

•fluctuations in currency exchange rates that affect our prices;

•the stage of our products in their respective life cycles;

•the effects of competition and competitive pricing strategies;

•governmental regulations influencing our markets; and the global and regional economic cycles.

Product Revenue. Our product revenue is recognized when the customer obtains control of the product and is based on the contractual shipping terms of a contract. We provide an assurance-type warranty which is not sold separately and does not represent a separate performance obligation. Therefore, the estimated costs of warranty claims are generally accrued as cost of goods sold in the period the related revenue is recorded. Under limited circumstances, we may offer an extended limited warranty to customers for certain products. We accrue for known warranty and indemnification issues if a loss is probable and can be reasonably estimated. The majority of our product revenue originates from sales shipped to customer locations in Asia,Asia and the United States.

In August 2024, we initiated a plan intended to improve our operating performance (the “2024 Restructuring Plan”). The 2024 Restructuring Plan consisted of actions including but not limited to, workforce and facilities reductions. Due to the size, nature and frequency of this Plan,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 of theour 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. Our acquired intangible assets with definite lives are amortized from the date of acquisition over periods ranging from two to twelve years.

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 theour recent business combinations.

Income Taxes BenefitsBenefit (Provision)

Revenue for the year ended December 31, 20242025 was $216.7$217.4 million, compared to $223.2$216.7 million for the year ended December 31, 2023,2024, aan decreaseincrease of $6.5$0.7 million or 3%,0%, which was primarily driven by a $13.6$4.3 million increase in product revenue, partially offset by a $3.6 million decrease in contract revenue and offset by a $7.1 million increase in product revenue. The increase in product revenue was due primarily to increase in volume of products sold, partially offset by change in productaverage mixselling price as well as theproduct recent acquisitions, offset by a decrease in average selling price.mix. The decrease in contract revenue of $13.6$3.6 million or 49%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 towardstoward its completion stage.

Research and development (“R&D”) expense for the year ended December 31, 20242025 was $175.1$154.1 million, compared to $154.5$175.1 million for the year ended December 31, 2023.2024. This increasedecrease of $20.6$21.0 million or 13%12% was primarily due to a $17.7$12.8 million increasedecrease in personnel cost, a $3.8 million decrease in share-based compensation expenseexpense, dueand toa $7.3 million decrease in various R&D program related expenses. Decreases in both increasethe personnel cost and share-based compensation expense were primarily driven by a decrease in headcount resulting from the reduction in force that took place in August 2024 and May 2025 (See Note 4 — Restructuring Costs for additional equitydiscussion awards granted sinceof the same2025 periodRestructuring Plan and 2024 Restructuring Plan). The decrease in priorR&D year.program Researchexpense reflects the wind-down of completed projects and developmentthe expenseprogression forof 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 andcurrent development needs.pipeline. We expect research and development expense to stabilize over time.

Selling, general and administrative expense for the year ended December 31, 20242025 was $80.9$77.7 million, compared to $70.5$80.9 million for the year ended December 31, 2023.2024. The increasedecrease of $10.5$3.3 million or 15%4% was primarily due to a $1.8 million increasedecrease in personnelthird costsparty dueprofessional to increase in headcount, a $2.0 million increase in various officefees and business related expenses and a $4.8 million increase in share-based compensation expense. The increase in share-based compensation expense is due to both increase in headcount and additional equity awards granted since the same period in prior year. Total selling, general and administrative expense also included an increase of $2.1$2.3 million in amortization related to acquired intangible assets from the recent acquisitions.million. We expect selling, general, and administrative expense to stabilize over time.

Interest income for the year ended December 31, 20242025 was $4.6$7.3 million, compared to $7.8$4.6 million for the year ended December 31, 2023.2024. The decreaseincrease of $3.2$2.7 million from the year ended December 31, 20232024 was primarily as a result of lowerhigher cash balances due to multiplethe acquisitionscash inflow from the 2029 Notes in 2023 and the first quarter ofDecember 2024.

Other income (expense) for the year ended December 31, 20242025 was $0.4$1.2 million, compared to $1.2$(0.4) million for the year ended December 31, 2023.2024. Other income (expense) relates primarily to the realized and unrealized foreign currency gains and losses during the year.period, which was primarily driven by a net gain of $0.8 million and a net loss of $1.6 million, respectively, related to the change in fair value of our currency forward contracts entered during the periods.

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 areis 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 of GEO and subsequent tax reorganizations.

Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures, working capital requirements related to inventory, accounts payable and general and administrative expenditures. 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. Our immediate sources of liquidity are cash, cash equivalents and funds anticipated to be generated from our operationsoperations, and available borrowings under our revolving credit facility and the issuance of Class A common stock under the ATM Agreement. We believe these sources of liquidity will be sufficient to meet our liquidity needs for at least the next 12 months. Our future capital requirements may vary from those currently planned and will depend on many factors, including our rate of sales growth, the timing and extent of spending on various business initiatives, including potential merger and acquisition activities, our international expansion, the timing of new product introductions, market acceptance of our solutions, and overall economic conditions including the potential impact of global supply imbalances, rising interest rates, inflationary pressures, and volatility in the global financial markets. 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 28,27, 2025.2026. 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.

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. In accordance with the terms of the ATM Agreement, we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $150.0 million from time to time through the Sales Agents, acting as our agent or principal. The ATM Agreement was previously registered on our registration statement on Form S-3 (Registration No. 333-267120) (the "2022 Registration Statement") which expired on September 7, 2025. Prior to its expiration, on August 29, 2025, we filed with the SEC a prospectus supplement to our automatic shelf registration on Form S-3ASR (Registration No. 333-285653) to register the offering of the unsold securities of $59.8 million pursuant to the ATM Agreement. We implemented and renewed this program for the flexible access it provides to the capital markets. During the year ended December 31, 2024,2025, wethere raisedwas grossno proceedsATM ofrelated $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.activity. As of December 31, 2024, and since the inception of the program2025, 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. As of December 31, 2024,2025, 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. 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.

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 iswas originally due and payable in full on March 28, 2025. This revolving line of credit was renewed on March 29, 2025, and the outstanding principal balance is due and payable in full on March 27, 2026. Interest is payable monthly beginning on May 1, 20242025 through the maturity date. Fees of $50 thousand incurred will be amortized over the life of the credit agreement. 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 3.50% convertible senior notes which are due in December 2029 (the “2029 Notes”).Notes. The 2029 Notes will be convertible into cash, shares of common stock or a combination of cash and common stock at our election.election in accordance with the terms of the indenture governing the 2029 Notes. In connection with the 2029 Notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates and other financial institutions. The capped call transactions are expected generally to reduce potential dilution to our common stock upon any conversion of 2029 Notes and/or offset any potential cash payments we are required to make in excess of the principal amount of converted 2029 Notes, as the case may be. We used approximately $23.4 million of the net proceeds from issuance of the 2029 Notes to pay the cost of the capped call transactions. We intend to use the remainder of the net proceeds from the issuance of the 2029 Notes for working capital and general corporate purposes, which may include potential acquisitions. Refer to Note 9 - Debt, in our accompanying consolidated financial statements for additional detail.

OUR COMPANY indie offers highly innovative, high-performance and energy-efficient mixed-signal system-on-chips ("SoCs") and system solutions for advancedAdvanced driverDriver assistanceAssistance systemsSystems (“ADAS”) in addition to adjacent industrial applications. 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. Headquartered in Aliso Viejo, California, indie has 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; Edinburgh, Scotland; Vienna, Austria:; Schlieren, Switzerland; Rabat, Morocco; Haifa, Israel; Quebec City and Toronto, Canada; Seoul, South Korea; Tokyo, Japan; and several locations throughout China.

We maintain design centers for our semiconductor engineers and designers in the United States, Argentina, Canada, Hungary, Germany, Scotland, Austria, Morocco, Israel, Switzerland and China. We engage subcontractors to manufacture our products. These subcontractors, as well as the majority of our customers’ locations, are primarily in Asia. For the threesix months ended MarchJune 31,30, 2026 and 2025, approximately 68%70% and 63%,61%, respectively, of our product revenues were recognized for shipments to customer locations in Asia.

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

During the period between entering into the Wuxi Agreement and prior to closing the Wuxi Divestiture, the divestiture of Wuxi will meet the criteria to be reported as discontinued operations when indie determines that it is probable that United Faith will receive all necessary local regulatory approvals within the requisite period under applicable accounting guidance. Upon the completion of this potential Wuxi Divestiture, indie will fully deconsolidate the financial results of Wuxi and in return, recognize a pre-tax gain/loss, which would be presented in indie’s then Consolidatedconsolidated Statementsstatements of Operations.operations. For the three months ended MarchJune 31,30, 2026 and 2025, Wuxi accounted for 38%44% and 35%42% of indie’s consolidated revenue, and approximately 12%13% and 10% of indie’s consolidated operating expenses for each period, respectively. For the six months ended June 30, 2026 and 2025, Wuxi accounted for 41% and 38% of indie’s consolidated revenue, and approximately 13% and 11% of indie’s consolidated operating expenses for each period, respectively. Further, as of MarchJune 31,30, 2026 and December 31, 2025, Wuxi accounted for approximately 11%12% and 12% of indie’s consolidated total assetsassets, respectively, and approximately 3% and 3% of indie's consolidated total liabilities, respectively. Following any deconsolidation of Wuxi, we will no longer include any financial results of Wuxi in our future consolidated financial statements.

As of both MarchJune 31,30, 2026 through MayAugust 11,7, 2026, we determined that the Wuxi Asset Sale has not met the requirements under applicable accounting guidance to be presented as discontinued operations within our consolidated financial statements.

On September 26, 2025 (the “emotion3D Closing Date”), Ay Dee Kay Ltd. completed its acquisition of emotion3D GmbH (“emotion3D”). The acquisition was consummated pursuant to a Share Purchase Agreement (the “SPA”) whereby Ay Dee Kay Ltd. acquired all of the outstanding common shares of emotion3D. The closingaggregate consideration for the emotion3D acquisition 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 considerationsconsideration with a total preliminary fair value of $7.3 million,million at closing, payable in cash or Class A common stock at indie's sole election,discretion, subject to emotion3D's achievement of certain revenue-based milestones through February 28, 2027; and (iii) certain holdbacks and adjustments totaling $3.0 million subject to final release 24 months from the emotion3D Closing Date. See Note 2 — Business Combinations for additional descriptions of our recent acquisitions.

The institution of trade tariffs both globally and between the United States and China,China specifically carries the risk of negatively affecting China’s overall economic condition, which could have a negative impact on us and our operations in China. 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. The institution of trade tariffs both globally and between the United States and China specifically carries the risk of negatively affecting China’s overall economic condition, which could have a negative impact on us as we have significant operations in China. Furthermore, the imposition of tariffs may cause a decrease in the sales of products to customers located in China, other customers selling to Chinese end users, or other global customers which could materially and adversely affect our business, financial condition and results of operations. The ultimate impact of any tariffs will depend on various factors, including if any tariffs are ultimately implemented, the timing of implementation, and the amount, scope and nature of the tariffs. For additional information, refer to Part I, Item 1A of our 2025 Annual Report on Form 10-K for the fiscal year ended December 31, 2025, 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.”

Comparison of the Three Months Ended MarchJune 31,30, 2026 and 2025

Revenue for the three months ended MarchJune 31,30, 2026 was $55.5$64.0 million, compared to $54.1$51.6 million for the three months ended MarchJune 31,30, 2025, an increase of $1.4$12.4 million, which was primarily driven by a $1.1$10.8 million increase in product revenue and a $0.2$1.6 million increase in contract revenue. The increase in product revenue was due primarily to an increase in volume of products sold, offset by a change in average selling price and product mix.

Cost of goods sold for the three months ended MarchJune 31,30, 2026 was $34.4$40.9 million, compared to $31.5$30.7 million for the three months ended MarchJune 31,30, 2025. The increase of $2.9$10.2 million or 9%33% was primarily due to an increase of $3.5$9.9 million increase in volume of products sold and an increase of $0.9 in product cost,partially offset by a decrease of $2.2$1.1 million resulting from product mix,mix change, as described above. Further, for the three months ended June 30, 2026 and 2025, total amortization of acquired intangible assets included in cost of goods sold were $5.3 million and $4.2 million, respectively.

Research and development expense for the three months ended MarchJune 31,30, 2026 was $38.5$37.8 million, compared to $42.1$38.5 million for the three months ended MarchJune 31,30, 2025. The decrease of $3.6$0.7 million or 9%2% was primarily due to a $4.0$1.8 million decrease in personnel andcosts program expenses in connection with the 2025 Restructuring plan, offset by a $0.8 million increase inincluding share-based compensation expense due to thechange bonusin accrualheadcount, of the Company's annual incentive planpartially offset by a decrease$1.3 duemillion toincrease in program and outside service related expenses as a headcountresult reductionof inongoing connectionprogram with the 2025 Restructuring plan.development. We expect research and development expense to stabilize over time.

Selling, general and administrative expense for the three months ended MarchJune 31,30, 2026 was $21.4$20.4 million compared to $19.4$18.4 million for the three months ended MarchJune 31,30, 2025. The increase of $2.1$2.0 million or 11% was primarily due to a $1.7$1.2 million increase in share-basedthird compensationparty expenseprofessional duefees toand thebusiness bonus accrual of the Company's annual incentive plan.expenses. We expect selling, general, and administrative expense to stabilize over time.

Interest income for the three months ended MarchJune 31,30, 2026 was $0.9$1.2 million, compared to $2.3$2.2 million for the three months ended MarchJune 31,30, 2025. Interest income decreased in the current period primarily as a result of a lower average cash balance available for interest-earning compared to the same period in prior year.

Interest expense for the three months ended MarchJune 31,30, 2026 was $4.3$4.7 million, compared to $4.5 million for the three months ended MarchJune 31,30, 2025. Interest expense decreased in the current period primarily as a result of the addition of the 2031 Notes and repurchase of the 2027 Notes in March 2026.

For the three months ended MarchJune 31,30, 2026, we recognized a net loss from change in fair value of our contingent considerations and acquisition-related holdbacks of $1.1$0.2 million, attributed to a net unrealized loss of $1.1$0.2 million for the contingent considerations related to the emotion3D acquisition. During the three months ended MarchJune 31,30, 2025, we recognized a net gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $4.8$0.1 million. The net gain is primarily attributed to a net unrealized gain of $0.6$0.1 million and $1.5 million for the contingent considerations related to the Exalos and Kinetic acquisitions, respectively, and a net realized gain of $2.7 million for the acquisition-related holdbacks related to the GEO acquisition.

LossGain from extinguishment of debt of $3.7$2,623 millionfor the three months ended June 30, 2025 resulted from the repurchase of our 2027 Notes in MarchJune 20262025. (seeSee Note 86 - Debt for additional discussion of the transaction related to the 2027 Notes).Notes.

Other income (expense) for the three months ended MarchJune 31,30, 2026 and 2025 was $0.4 million$(661) and $0.7$1.5 million, respectively. Other income (expense) relates primarily to the realized and unrealized foreign currency gains and losses during the period, which was primarily driven by a net loss of $0.6 million$99 and $0.6a net gain of $2.0 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, related to the change in fair value of our currency forward contracts entered during the periods.

Income tax benefit for the three months ended June 30, 2026 is primarily related to our foreign operations. Income tax provision for the three months ended MarchJune 31, 2026 is primarily related to our foreign operations and a nonconsolidated U.S. subsidiary. Income tax benefit for the three months ended March 31,30, 2025 is primarily related to our foreign operations and a nonconsolidated U.S. subsidiary.

Refer to Note — 16,14, Income Tax,Taxes in our accompanying unaudited condensed consolidated financial statements for additional detail.

Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures, working capital requirements related to inventory, accounts payable and general and administrative expenditures. 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. Our immediate sources of liquidity are cash, cash equivalents and funds anticipated to be generated from our operations, and available borrowings under our revolving credit facility and the issuance of Class A common stock under the ATM Agreement. We believe these sources of liquidity will be sufficient to meet our liquidity needs for at least the next 12 months. Our future capital requirements may vary from those currently planned and will depend on many factors, including our rate of sales growth, the timing and extent of spending on various business initiatives, including potential merger and acquisition activities, our international expansion, the timing of new product introductions, market acceptance of our solutions, and overall economic conditions including the potential impact of global supply imbalances, rising interest rates, inflationary pressures, and volatility in the global financial markets. 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 MayAugust 11,7, 2026. 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.

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. In accordance with the terms of the ATM Agreement, we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $150.0 million from time to time through the Sales Agents, acting as our agent or principal. The ATM Agreement was previously registered on our registration statement on Form S-3 (Registration No. 333-267120) (the "2022 Registration Statement"), which expired on September 7, 2025. Prior to its expiration, on August 29, 2025, we filed with the SEC a prospectus supplement to our automatic shelf registration on Form S-3ASR (Registration No. 333-285653) to register the offering of the unsold securities of $59.8 million pursuant to the ATM AgreementAgreement. We implemented and renewed this program for the flexible access it provides to the capital markets. During the three and six months ended MarchJune 31,30, 2026, there was no ATM related activity. As of MarchJune 31,30, 2026, and since the inception of the programprogram, 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. As of MarchJune 31,30, 2026, we have incurred total issuance costs of $1.9 million since inception.

In June 2025, we entered into several separate, privately negotiated purchase agreements to repurchase $30.0 million in aggregate principal amount of our 2027 Notes at a discount. The repurchase was funded by cash on hand and accounted for as an extinguishment of debt. Concurrent with the repurchase, we repaid $0.1 million of accrued interest associated with the repurchased principal. Upon completion of this repurchase, $130.0 million principal amount of the 2027 Notes remains outstanding. Refer to Note 86 — Debt,Debt in our accompanying unaudited condensed consolidated financial statements for additional detail.

On September 26, 2025, we completed the acquisition of emotion3D, whereby Ay Dee Kay Ltd. acquired all of the outstanding common shares of emotion3D. The closing consideration consisted of (i) $17.7 million in cash as the initial cash consideration (including debt paid at closing and net of cash acquired); (ii) certain contingent considerations with total preliminary fair value of $7.3 million, payable in cash or Class A common stock at indie's sole election, subject to emotion3D's achievement of certain revenue-based milestones through February 28, 2027; and (iii) certain holdbacks and adjustments totaling $3.0 million subject to final release 24 months from theSeptember Deal26, Closing Date.2025.

On March 6, 2026, we issued $170.5 million in aggregate principal amount of our 4.00% convertible senior notes which are due in March 2031 (the “2031 Notes”). The 2031 Notes will be convertible into cash, shares of common stock or a combination of cash and common stock at our election. In connection with the 2031 Notes, we entered into several separate, privately negotiated purchase agreements to repurchase $104.0 million in aggregate principal amount of our 2027 Notes at a premium for a total of $106.4 million. The repurchase was funded by the proceeds from the 2031 Notes. Concurrent with the repurchase, we repaid $1.4 million of accrued interest associated with the repurchased principal. Upon completion of this repurchase, $26.0 million principal amount of the 2027 Notes remains outstanding. Refer to Note 86 — Debt,Debt in our accompanying unaudited condensed consolidated financial statements for additional detail.

As of MarchJune 31,30, 2026, our balance of cash and cash equivalents, including restricted cash, was $184.7$149.0 million.

The following table summarizes our condensed consolidated cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025:

Our primary use of cash is to fund operating expenses, which consistconsists primarily of research and development expenditures, working capital requirements related to inventory, accounts payable and general and administrative expenditures.

For the threesix months ended MarchJune 31,30, 2026, net cash used in operating activities was $22.1$51.0 million, which included net loss of $47.1$86.1 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash increases primarily consisted of $1.7$2.0 million of net losses resulting from a change in fair value for contingent considerations and currency forward contracts, non-cash loss from extinguishment of debt of $3.7 million, $19.7$37.1 million in share-based compensation expense and $11.2$22.4 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $12.9$33.6 million of cash, primarily driven by an increase in inventory, accounts receivable, and prepaid, other current and noncurrent assets, and a decrease in accrued payrollexpenses and other current liabilities, partially offset by aan decreaseincrease in accounts payable.

Cash used in operating activities during the threesix months ended MarchJune 31,30, 2025 was $29.0$36.6 million, which included net loss of $37.2$78.8 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash decreases primarily consisted of $4.2$6.3 million of net lossesgains resulting from a change in fair value for contingent considerations and currency forward contracts, and non-cash increases consisted of $17.2$32.2 million in share-based compensation expense and $9.7$20.2 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $16.1$8.0 million of cash, primarily driven by a decrease in accounts payable,payable and an increase in accounts receivable, partially offset by a decrease in inventory, and an increase in accrued expenses.payroll liabilities.

Net cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 and 2025 was $3.2$6.3 million and $2.4$8.4 million, respectively. During the period ended MarchJune 31,30, 2026 and 2025, the decrease in cash was due to the purchase of capital expenditures, respectively. 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 provided by financing activities for the threesix months ended MarchJune 31,30, 2026 was $55.1$52.0 million, which was primarily attributed to $165.8 million net proceeds from the 2031 Notes, partially offset by $106.4 million of payments for repurchase of the 2027 Notes, $1.8$3.5 million of payments on financed software, and $1.2$1.1 million payments on a term loan.

Net cash providedused byin financing activities for the threesix months ended MarchJune 31,30, 2025 was $4.7$34.0 million, which was primarily attributed to $2.9$27.7 million of payments on debt obligations and $1.7the 2027 Notes repurchase, $3.7 million of payments on financed software.software, and $2.5 million of payment in connection with the first contingent consideration under the Kinetic acquisition.

Following is a summary of our material cash requirements from known contractual and other obligations, including commitments for capital expenditures, as of MarchJune 31,30, 2026:

In connection with our acquisitions,acquisitions (Seesee 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. In addition, the obligations above do not include any commitments related to pending acquisitions that have not yet closed, see Note 1 — Nature of the Business and Basis of Presentation for additional information regarding pending acquisitions.

The discussion and analysis of our financial condition and results of operations areis based upon our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles (“GAAP”). 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. The SEC has defined critical accounting estimates as those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on a registrant’s financial condition or results of operations. Based on this definition, our most critical accounting estimates include revenue recognition, which impacts the recording of net revenue; business combinations, which impacts the fair value of acquired assets and assumed liabilities; and contingent considerations, which impact the fair value of assumed liabilities and the recording of other income (expense). We have other significant accounting policies that do not generally require subjective estimates or judgments or would not have a material impact on our results of operations. Our critical accounting policies and estimates are disclosed under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

We describe the recently issued and adopted accounting pronouncements that apply to us in Note 1 — Nature of the Business and Basis of Presentation to our condensed consolidated financial statements presented herein.