indie Semiconductor Inc (INDI)

indie Announces Changes to Board of DirectorsJune 22, 2026 9:15 AM
Business Wire Ichiro Aoki to retire as indie President and Board Member, while indie welcomes the appointment of Thomas Schiller to the Board indie Semiconductor (Nasdaq: INDI), an automotive solutions innovator, today announced that Dr. Ichiro Aoki will resign from his position as President of indie and member of indie’s board of directors, effective June 29, 2026, and has appointed Mr. Thomas Schiller to its board of directors. Dr. Aoki has been with indie since its inception and is renowned as one of the Company’s co-founders, serving as indie’s President, managing the execution of the Company’s engineering plans. Dr. Aoki will transition to a more focused, limited role centered on technical expertise, while also offering advisory support to advance the Company’s strategic product roadmap. “We are extremely thankful to Dr. Aoki for his exceptional years of service and visionary leadership as a co-founder of indie. His commitment and ingenuity helped lay the foundation upon which our organization was built,” said Donald McClymont, indie’s co-founder and CEO. “Ichiro’s contributions have been instrumental in shaping our culture and many of the major engineering accomplishments that have propelled our success. We look forward to his ongoing guidance in his new role as Technical Advisor.” Mr. Schiller has contributed greatly to the Company over the past seven years, initially serving as indie’s former Chief Financial Officer and Executive Vice President of Strategy, and recently as a Strategic Advisor. His leadership and tenacity are exemplified by the instrumental role he played in steering the Company’s 2021 IPO. While continuing to serve indie in his current advisory role, his appointment to indie’s Board of Directors will enable Mr. Schiller to have a broader impact on the Company, working directly alongside fellow board members and executive leadership to help shape key decisions and guide strategic execution. “I am humbled and honored to join indie’s Board at such a pivotal and exciting time for the Company,” said Tom Schiller. “With a world class team underpinned by key requisite technologies, indie is well positioned to capitalize on intelligent ADAS as it now expands to address adjacent physical AI markets including robotics and humanoids.” “We are excited to welcome Tom to indie’s Board of Directors. With an impressive track record of success, distinguished career, and a proven history of entrepreneurial leadership, his contributions will be invaluable,” said David Aldrich, chairman of the board of indie. “Tom has demonstrated a strong commitment to driving performance, creating shareholder value, and identifying new opportunities for long-term success. The board and I look forward to leveraging Tom’s unique perspectives and deep industry expertise.” Mr. Thomas Schiller has served as a Strategic Advisor to indie since November 2024, providing guidance and leadership in strategic planning and M&A. He was formerly Chief Financial Officer and Executive Vice President of Strategy with indie, until June 2024, leading all corporate financing, reporting, investor relations, treasury, tax, and M&A activities. Prior to joining indie in October 2019, Mr. Schiller was Vice President of Marketing at Marvell Semiconductor and previously was Vice President of Strategy and Corporate Development at Skyworks Solutions. Mr. Schiller earned a Master of Business Administration from the University of Southern California with a specialization in Entrepreneurship and Finance, and holds a Bachelor of Arts in Social Sciences with an emphasis in Economics and Political Science from the University of California, Irvine. In addition, Mr. Schiller completed executive education programs at the University of California, Los Angeles and the Massachusetts Institute of Technology. For more information, please visit: www.indie.inc/company/board-of-directors About indie Headquartered in Aliso Viejo, CA, indie is empowering the automotive revolution with next-generation semiconductors, photonics, and perception software platforms. We focus on developing innovative, high-performance, and energy-efficient mixed-signal SoCs and system solutions for ADAS and adjacent industrial applications, including humanoid robotics, and quantum technology. Our sensors span all major modalities (Radar, Computer Vision, LiDAR, and Ultrasound), accelerating the proliferation of automated vehicle safety and sensing features. As a global innovator, we are an approved vendor to Tier 1 partners, and our solutions can be found in marquee automotive OEMs worldwide. Please visit us at www.indie.inc to learn more. #indieSemi_Corporate View source version on businesswire.com: https://www.businesswire.com/news/home/20260622812998/en/ Investor Relations
IR@indie.inc Original: indie Announces Changes to Board of Directors

Low Pole Reversal on 15 June 2026. GLTA

indie Launches Edge AI SoC to Power Smarter Perception Systems for Automotive and HumanoidsJune 10, 2026 9:15 AM
Business Wireindie (Nasdaq: INDI), an automotive solutions innovator, today announced the release of iND881, its next-generation edge artificial intelligence (AI) system-on-chip (SoC), incorporating an AI compute engine to power smart cameras for automotive and robotic applications. By coupling AI compute with indie’s market-leading low-latency multi-camera image signal processor (ISP), the iND881 offers designers an efficient solution for developing intelligent cameras.This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260610914545/en/indie Launches Edge AI SoC to Power Smarter Perception Systems for Automotive and HumanoidsThe iND881, engineered for low power and real-time responsiveness, delivers heterogeneous compute capabilities tailored for demanding edge perception tasks. Its architecture combines a Neural Processing Unit (NPU), a highly versatile Digital Signal Processor (DSP), and quad-core ARM® Cortex-A53 CPU. The NPU accelerates AI workloads; the DSP handles classical signal processing tasks; and the CPU supports both an industry-standard high-level OS and legacy code-base applications. The iND881 is exceptionally beneficial for automotive systems, including advanced driver assistance features such as driver and occupant monitoring (DMS/OMS) and smart eMirrors with blind-spot detection. The iND881 also supports smart-camera deployments in robotics and broader physical AI automation applications, including autonomous mobile robots (AMRs), where advanced multi-modal perception is essential for accurate sensing and navigation.The device features a low-latency H.264 encoder for multi-channel video compression and streaming, paired with a high-dynamic-range ISP capable of handling multiple camera inputs with sub-1?ms processing latency. Together, these features enable rapid perception and decision-making in safety-critical systems across vehicles and robots (including humanoids). The device also supports other sensor modalities—including infrared (IR), thermal, time-of-flight (ToF), Radar, and LiDAR—providing robust perception in complex environments. Built on the proven iND880 platform, the iND881 includes a hardware security module (HSM) for cybersecurity and offers software reuse through a unified software development kit (SDK), simplifying development and accelerating time-to-market. The iND881 is a truly adaptable solution for edge AI applications where low power, flexible compute, and uncompromising safety are paramount.The iND881 can be combined with emotion3D’s production-validated DMS/OMS perception stack to form a single hardware-and-software solution. The platform can be deployed as a fully pre-integrated hardware–software package with the iND881, or used independently as a standalone perception software offering, providing greater flexibility to meet customer architectural requirements. This integrated approach helps significantly reduce third-party IP complexity and development risk through hardware co-design, with no hidden incompatibilities. By leveraging emotion3D’s proven history with leading Tier 1s and OEMs, customers gain a streamlined path to validation and accelerated time-to-market at an attractive price point.“With the launch of iND881, we are not only expanding our portfolio but realizing the exciting and expansive opportunities in edge AI markets such as automotive and humanoid robotics,” said Fred Jarrar, senior vice president, product line and business management at indie. “By offering our industry-leading SoC solution as an independent platform or combining it with indie’s emotion3D AI perception software, we are truly differentiating ourselves as a complete solutions provider, while providing customers the flexibility to choose their preferred design approach.”The iND881, which is ASIL-B compliant and automotive qualified, is sampling now and will be demonstrated in indie’s booth at AutoSens and InCabin USA 2026.About indieHeadquartered in Aliso Viejo, CA, indie is empowering the automotive revolution with next-generation semiconductors, photonics, and perception software platforms. We focus on developing innovative, high-performance, and energy-efficient mixed-signal SoCs and system solutions for ADAS and adjacent industrial applications, including humanoid robotics, and quantum technology. Our sensors span all major modalities (Radar, Computer Vision, LiDAR, and Ultrasound), accelerating the proliferation of automated vehicle safety and sensing features. As a global innovator, we are an approved vendor to Tier 1 partners, and our solutions can be found in marquee automotive OEMs worldwide.Please visit us at www.indie.inc to learn more.Safe Harbor StatementThis press release contains “forward-looking statements” (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended). Such statements can be identified by words such as “will likely result,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,” “outlook,” “should,” “could,” “may” or words of similar meaning and include, but are not limited to, statements regarding the versatility and suitability of our products, including iND881, in various applications, the expansion of our product portfolio and realization of opportunities in edge AI markets. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results included in such forward-looking statements. In addition to the factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 27, 2026 and in our other public reports filed with the SEC (including those identified under “Risk Factors” therein) and our other public reports filed with the SEC for additional information about our company and about the risks and uncertainties related to our business which may affect the statements made in this communication. All forward-looking statements in this press release are expressly qualified in their entirety by the foregoing cautionary statements.Investors are cautioned not to place undue reliance on the forward-looking statements in this press release, which information set forth herein speaks only as of the date hereof. We do not undertake, and we expressly disclaim, any intention or obligation to update any forward-looking statements made in this announcement or in our other public filings, whether as a result of new information, future events or otherwise, except as required by law.#indieSemi_ProductView source version on businesswire.com: https://www.businesswire.com/news/home/20260610914545/en/Investor Relations
IR@indie.inc Original: indie Launches Edge AI SoC to Power Smarter Perception Systems for Automotive and Humanoids

At Close $4.47 +$0.42 (+10.37%). GLTA
Gains at 196% at this time in Port.

At Close $5.10 share price up +$0.23 (+4.72%).GLTA

indie Announces New Employee Inducement GrantsMay 29, 2026 4:15 PM
Business Wire indie Semiconductor (Nasdaq: INDI), an automotive solutions innovator, today announced that it has granted equity awards (the “Inducement Grants”) under its 2023 Inducement Incentive Plan to new employees who joined indie. The grants were previously approved by the Compensation Committee of the Board of Directors of indie Semiconductor. Information regarding the equity awards can be found on the company's investor relations website at: https://investors.indie.inc/news/default.aspx About indie Headquartered in Aliso Viejo, CA, indie is empowering the automotive revolution with next-generation semiconductors, photonics, and perception software platforms. We focus on developing innovative, high-performance, and energy-efficient mixed-signal SoCs and system solutions for ADAS and adjacent industrial applications, including humanoid robotics, and quantum technology. Our sensors span all major modalities (Radar, Computer Vision, LiDAR, and Ultrasound), accelerating the proliferation of automated vehicle safety and sensing features. As a global innovator, we are an approved vendor to Tier 1 partners, and our solutions can be found in marquee automotive OEMs worldwide. Please visit us at www.indie.inc to learn more. View source version on businesswire.com: https://www.businesswire.com/news/home/20260529432025/en/ Investor Relations
ir@indie.inc Original: indie Announces New Employee Inducement Grants

Double Top Breakout on 28 May 2026. GLTA
Share price more than doubled in Port. WOW

Long Tail Up on 22 May 2026. GLTA
Share price UP 20% at this time. Wow! Go Indi Go. The sky has no limit, lol.
PS: Gains doubled in several weeks... Port is happyyyy

Low Pole Reversal on 21 May 2026. GLTA

Triple Top Breakout on 11 May 2026. GLTA

indie to Acquire CMOS Image Sensor Product Line from ams OSRAMMay 11, 2026 6:00 AM
Business Wire Augments indie’s ADAS Portfolio and Supports Expansion into Physical AI indie Semiconductor (Nasdaq: INDI), an automotive solutions innovator, has announced the signing of a definitive agreement to acquire the fabless CMOS image sensor group from ams OSRAM AG for a total consideration of 40 million euros. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260511959181/en/indie to Acquire CMOS Image Sensor Product Line from ams OSRAM With primary operations in Belgium and Portugal, this product line includes intelligent, high-performance CMOS image sensors for a broad range of industrial, automation, and physical artificial intelligence (AI) applications. This portfolio of products, IP, and designs aligns with indie’s automotive ADAS sensing solutions and further strengthens the Company’s multimodal sensing capabilities across radar, vision, LiDAR, and ultrasonic. “By integrating ams’ CMOS imagers with our sensor-fusion hardware and perception software, we’re able to deliver unparalleled sensing systems for next-generation autonomous machines, including emerging applications such as humanoid robots, cobots, and AMRs,” said Mark Tyndall, executive vice president of corporate development and investor relations at indie. “This unique carve-out extends our position in sensor-fusion technology and significantly expands our portfolio of GaN SLED light-source solutions. Together, these technologies broaden our offerings, opens new customer opportunities, and positions indie to capture a larger share of the rapidly emerging physical AI market.” Image sensors are a key component of sensor-rich platforms within high-performance visual applications such as humanoids, cobots, and industrial automation. As noted by Research and Markets, the image sensor market is forecasted to grow to over $40 billion by 2030. This market growth is being driven by rising autonomy, safety regulations, and increased adoption of AI-based vision ADAS systems, as well as applications that require multimodal sensing, low-latency, and high-resolution. The consideration includes a cash payment of 35 million euros paid at closing, and a 5 million euros vendor debt note provided by ams OSRAM. The transaction is subject to customary closing conditions, including regulatory approvals. It is expected to close in the third quarter of 2026 and be immediately accretive. About indie Headquartered in Aliso Viejo, CA, indie is empowering the automotive revolution with next-generation semiconductors, photonics, and perception software platforms. We focus on developing innovative, high-performance, and energy-efficient mixed-signal SoCs and system solutions for ADAS and adjacent industrial applications, including humanoid robotics, and quantum technology. Our sensors span all major modalities (Radar, Computer Vision, LiDAR, and Ultrasound), accelerating the proliferation of automated vehicle safety and sensing features. As a global innovator, we are an approved vendor to Tier 1 partners, and our solutions can be found in marquee automotive OEMs worldwide. Please visit us at www.indie.inc to learn more. #indieSemi_Corporate Safe Harbor Statement This communication contains “forward-looking statements” (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended). Such statements can be identified by words such as “will likely result,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,” “outlook,” “should,” “could,” “may” or words of similar meaning and include, but are not limited to, statements regarding the time to close the acquisition of the fabless CMOS image sensor group from ams OSRAM AG (the “Acquisition”), statements regarding the benefits and synergies of the Acquisition, including, our belief we will align the portfolio of products with our automotive ADAS sensing solutions to further strengthen our multimodal sensing capabilities across radar, vision, LiDAR, and ultrasonic, our ability to integrate the acquired CMOS sensors with our sensor-fusion hardware and perception software to deliver sensing systems for next-generation autonomous machines and extend our position in sensor-fusion technology and expand our GaN SLED light-source solutions, positioning indie to capture a larger share of the physical AI market. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results included in such forward-looking statements. In addition to the factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 27, 2026, as supplemented by our Quarterly Reports on Form 10-Q and in our other public reports filed with the SEC (including those identified under “Risk Factors” therein), the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: macroeconomic conditions, including inflation, rising interest rates and volatility in the credit and financial markets, our reliance on contract manufacturing and outsourced supply chain and the availability of semiconductors and manufacturing capacity; competitive products and pricing pressures; our ability to win competitive bid selection processes and achieve additional design wins; the impact of the pending sale of our entire equity interest in Wuxi indie Microelectronics Technology Co., Ltd. and any potential adverse effects of such sale on our business, financial condition, operating results and stock price; the impact of recent acquisitions made and any other acquisitions we may make, including our ability to successfully integrate acquired businesses and risks that the anticipated benefits of any acquisitions may not be fully realized or take longer to realize than expected; our ability to develop, market and gain acceptance for new and enhanced products and expand into new technologies and markets; current and potential trade restrictions and trade tensions, including trade and tariff actions taken or proposed by the US government affecting the countries where we operate; and political or economic instability in our target markets. All forward-looking statements in this press release are expressly qualified in their entirety by the foregoing cautionary statements. Investors are cautioned not to place undue reliance on the forward-looking statements in this press release, which information set forth herein speaks only as of the date hereof. We do not undertake, and we expressly disclaim, any intention or obligation to update any forward-looking statements made in this announcement or in our other public filings, whether as a result of new information, future events or otherwise, except as required by law. View source version on businesswire.com: https://www.businesswire.com/news/home/20260511959181/en/ Investor Relations
ir@indie.inc Original: indie to Acquire CMOS Image Sensor Product Line from ams OSRAM

indie Reports First Quarter 2026 ResultsMay 7, 2026 4:30 PM
Business Wire Delivered Q1 2026 Revenue of $55.5M, exceeding the midpoint of the outlook, up 3% year-over-year Received $25M production order for radar chipset from Tier 1 partner driven by two OEM customers indie Semiconductor, Inc. (Nasdaq: INDI), an automotive solutions innovator, today announced first quarter results for the period ended March 31, 2026. Q1 revenue was $55.5 million. On a GAAP basis operating loss for the first quarter of 2026 was $38.9 million, the same as the prior year period. Non-GAAP operating loss for the first quarter of 2026 was $11.1 million, compared to $15.1 million a year ago, representing continued progress towards profitability. First quarter 2026 GAAP loss per share was $0.21, while Non-GAAP loss per share was $0.06. “indie delivered a solid first quarter, with revenue exceeding the midpoint of our guidance, up 3 percent year over year,” said Donald McClymont, indie’s co-founder and chief executive officer. “Notably, we have received a production order of $25 million from our Tier 1 radar partner, driven by demand from two automotive OEMs and marking a significant commercial milestone. With continued expansion into quantum and physical AI, indie is ideally situated to drive consistent, profitable growth.” Business Highlights Commenced volume shipments of vision processor to NIO for eMirror camera deployment Ramped production of iND880 for camera mirror system with largest Chinese OEM Launched first commercially available UV DFB laser at 399 nm for next-generation quantum systems Leveraged indie's LiDAR SoC for Advanced Mobile Robot (AMR) for major global logistics company Captured indie perception software design win with Mahindra for Electric Origin SUV series Q2 2026 Outlook We provide guidance on a non-GAAP basis only because certain information necessary to reconcile such results and guidance to GAAP is difficult to estimate and dependent on future events outside of our control and, therefore, is not available without unreasonable efforts. Please refer to the header captioned “Discussion Regarding the Use of Non-GAAP Financial Measures” in this release for a further discussion of our use of non-GAAP measures. For the second quarter of 2026, indie expects revenue to be between $59 million and $65 million, or $62 million at the midpoint. At the midpoint of our outlook, we anticipate a revenue contribution from our core business of approximately $37 million and approximately $25 million from Wuxi indie Micro. indie’s Q1 2026 Conference Call indie Semiconductor will host a conference call with analysts to discuss its first quarter 2026 results and business outlook today at 5:00 p.m. Eastern time. To listen to the conference call via the Internet, please go to the Financials tab on the Investors page of indie’s website. To listen to the conference call via telephone, please call (800) 245-3047 (domestic) or (203) 518-9765 (international), Conference ID: INDIQ1. A replay of the conference call will be available beginning at 9:00 p.m. Eastern time on May 7, 2026, until 11:59 p.m. Eastern time on May 21, 2026, under the Financials tab on the Investors page of indie’s website, or by calling (844) 512-2921 (domestic) or (412) 317-6671 (international), Access ID: 11161459. About indie Headquartered in Aliso Viejo, CA, indie is empowering the automotive revolution with next-generation semiconductors, photonics, and perception software platforms. We focus on developing innovative, high-performance, and energy-efficient mixed-signal SoCs and system solutions for ADAS and adjacent industrial applications, including humanoid robotics, and quantum technology. Our sensors span all major modalities (Radar, Computer Vision, LiDAR, and Ultrasound), accelerating the proliferation of automated vehicle safety and sensing features. As a global innovator, we are an approved vendor to Tier 1 partners, and our solutions can be found in marquee automotive OEMs worldwide. Please visit us at www.indie.inc to learn more. #indieSemi_Earnings Safe Harbor Statement This communication contains “forward-looking statements” (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended). Such statements can be identified by words such as “will likely result,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,” “outlook,” “should,” “could,” “may” or words of similar meaning and include, but are not limited to, projected financial information, statements regarding our future business and financial performance and prospects, including statements regarding our positioning to drive consistent, profitable growth, and the continued expansion into adjacent high-growth markets, including quantum and humanoid robotics. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results included in such forward-looking statements. In addition to the factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 27, 2026, as supplemented by our Quarterly Reports on Form 10-Q and in our other public reports filed with the SEC (including those identified under “Risk Factors” therein), the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: macroeconomic conditions, including inflation, rising interest rates and volatility in the credit and financial markets, our reliance on contract manufacturing and outsourced supply chain and the availability of semiconductors and manufacturing capacity; competitive products and pricing pressures; our ability to win competitive bid selection processes and achieve additional design wins; the impact of the pending sale of our entire equity interest in Wuxi indie Microelectronics Technology Co., Ltd. and any potential adverse effects of such sale on our business, financial condition, operating results and stock price; the impact of recent acquisitions made and any other acquisitions we may make, including our ability to successfully integrate acquired businesses and risks that the anticipated benefits of any acquisitions may not be fully realized or take longer to realize than expected; our ability to develop, market and gain acceptance for new and enhanced products and expand into new technologies and markets; current and potential trade restrictions and trade tensions, including trade and tariff actions taken or proposed by the US government affecting the countries where we operate; and political or economic instability in our target markets. All forward-looking statements in this press release are expressly qualified in their entirety by the foregoing cautionary statements. Investors are cautioned not to place undue reliance on the forward-looking statements in this press release, which information set forth herein speaks only as of the date hereof. We do not undertake, and we expressly disclaim, any intention or obligation to update any forward-looking statements made in this announcement or in our other public filings, whether as a result of new information, future events or otherwise, except as required by law.   INDIE SEMICONDUCTOR, INC.
PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share and per share amounts)
(Unaudited)         Three Months Ended
March 31,       2026       2025   Revenue:         Product revenue   $ 51,567     $ 50,420   Contract revenue     3,890       3,657   Total revenue     55,457       54,077   Operating expenses:         Cost of goods sold     34,379       31,528   Research and development     38,528       42,115   Selling, general, and administrative     21,419       19,367   Total operating expenses     94,326       93,010   Loss from operations     (38,869 )     (38,933 ) Other income (expense), net:         Interest income     873       2,267   Interest expense     (4,343 )     (4,516 ) Gain (loss) from change in fair value of contingent considerations and acquisition-related holdbacks     (1,085 )     4,803   Loss from extinguishment of debt     (3,656 )     —   Other expense     (361 )     (736 ) Total other income (expense), net     (8,572 )     1,818   Net loss before income taxes     (47,441 )     (37,115 ) Income tax (benefit) expense     319       (56 ) Net loss     (47,122 )     (37,171 ) Less: Net loss attributable to noncontrolling interest     (3,930 )     (2,625 ) Net loss attributable to indie Semiconductor, Inc.   $ (43,192 )   $ (34,546 )           Net loss attributable to common shares — basic   $ (43,192 )   $ (34,546 ) Net loss attributable to common shares — diluted   $ (43,192 )   $ (34,546 )           Net loss per share attributable to common shares — basic   $ (0.21 )   $ (0.18 ) Net loss per share attributable to common shares — diluted   $ (0.21 )   $ (0.18 )           Weighted average common shares outstanding — basic     207,026,562       191,463,848   Weighted average common shares outstanding — diluted     207,026,562       191,463,848     INDIE SEMICONDUCTOR, INC.
PRELIMINARY CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
(Unaudited)         March 31,
2026   December 31,
2025 Assets         Current assets:         Cash and cash equivalents   $ 174,433     $ 145,456   Restricted cash     10,281       10,285   Accounts receivable, net of allowance for doubtful accounts     60,499       57,485   Inventory     57,038       48,618   Prepaid expenses and other current assets     24,909       23,924   Total current assets     327,160       285,768   Property and equipment, net     43,646       43,349   Intangible assets, net     186,307       195,908   Goodwill     289,679       292,644   Operating lease right-of-use assets     14,156       14,363   Other assets and deposits     8,615       8,754   Total assets   $ 869,563     $ 840,786             Liabilities and stockholders' equity         Accounts payable   $ 24,398     $ 21,832   Accrued payroll liabilities     9,904       9,889   Contingent considerations     1,382       611   Accrued expenses and other current liabilities     25,792       24,772   Intangible asset contract liability     5,875       5,875   Current debt obligations     12,290       13,567   Total current liabilities     79,641       76,546   Long-term debt, net of current portion     402,816       339,834   Intangible asset contract liability, net of current portion     3,947       5,705   Deferred tax liabilities, non-current     14,129       14,198   Operating lease liability, non-current     12,440       13,046   Other long-term liabilities     7,640       7,444   Total liabilities     520,613       456,773   Commitments and contingencies         Stockholders' equity         Preferred stock     —       —   Class A common stock     21       20   Class V common stock     2       2   Additional paid-in capital     1,013,763       998,730   Accumulated deficit     (680,302 )     (637,110 ) Accumulated other comprehensive loss     (8,887 )     (3,611 ) indie's stockholders' equity     324,597       358,031   Noncontrolling interest     24,353       25,982   Total stockholders' equity     348,950       384,013   Total liabilities and stockholders' equity   $ 869,563     $ 840,786       INDIE SEMICONDUCTOR, INC.
RECONCILIATION OF PRELIMINARY NON-GAAP MEASURES TO GAAP
(Unaudited) GAAP refers to financial information presented in accordance with U.S. Generally Accepted Accounting Principles. This press release includes non-GAAP financial measures, as defined in Regulation G promulgated by the Securities and Exchange Commission. We believe that our presentation of non-GAAP financial measures provides useful supplementary information to investors. The presentation of non-GAAP financial measures is not meant to be considered in isolation from or as a substitute for results prepared in accordance with GAAP. The reconciliations of our preliminary GAAP to non-GAAP measures are as follows (in thousands, except share and per share amounts):     Three Months Ended
March 31,       2026       2025   Computation of non-GAAP operating loss:         GAAP loss from operations   $ (38,869 )   $ (38,933 ) Acquisition related and other non-recurring professional expenses     133       160   Amortization of intangible assets     7,100       5,970   Share-based compensation     20,562       17,743   Non-GAAP operating loss   $ (11,074 )   $ (15,060 )               Three Months Ended
March 31,       2026       2025   Computation of non-GAAP net loss:         Net loss   $ (47,122 )   $ (37,171 ) Acquisition related and other non-recurring professional expenses     133       160   Amortization of intangible assets     7,100       5,970   Share-based compensation     20,562       17,743   Gain (loss) from change in fair value of contingent considerations and acquisition-related holdbacks     1,085       (4,803 ) Loss from extinguishment of debt     3,656       —   Other expense     361       736   Non-cash interest expense     657       657   Income tax (benefit) expense     (319 )     56   Non-GAAP net loss   $ (13,887 )   $ (16,652 )                         Three Months Ended
March 31,       2026       2025   Computation of Adjusted EBITDA:         Net loss   $ (47,122 )   $ (37,171 ) Interest income     (873 )     (2,267 ) Interest expense     4,343       4,516   Gain (loss) from change in fair value of contingent considerations and acquisition-related holdbacks     1,085       (4,803 ) Loss from extinguishment of debt     3,656       —   Other expense     361       736   Acquisition related and other non-recurring professional expenses     133       160   Depreciation and amortization     9,387       7,894   Share-based compensation     20,562       17,743   Income tax (benefit) expense     (319 )     56   Adjusted EBITDA   $ (8,787 )   $ (13,136 )                         For the Three Months
Ended March 31, 2026 Computation of non-GAAP share count:     Weighted Average Class A common stock - Basic     207,026,562   Weighted Average Class V common stock - Basic     16,450,070   TeraXion Unexercised Options     500,890   Non-GAAP share count     223,977,522         Non-GAAP net loss   $ (13,887 ) Less: Non-GAAP net income attributable to noncontrolling interest in Wuxi     (546 ) Non-GAAP net loss attributable to indie Semiconductor, Inc.   $ (13,341 ) Non-GAAP net loss per share attributable to indie Semiconductor, Inc.   $ (0.06 )   Discussion Regarding the Use of Non-GAAP Financial Measures Our earnings release contains some or all of the following financial measures that have not been calculated in accordance with United States Generally Accepted Accounting Principles (“GAAP”): (i) non-GAAP operating loss, (ii) non-GAAP net loss, (iii) Adjusted EBITDA, (iv) non-GAAP share count and (v) non-GAAP net loss per share. As set forth in the tables above, we derive such non-GAAP financial measures by excluding certain expenses and other items from the respective GAAP financial measure that is most directly comparable to each non-GAAP financial measure. Management may use these non-GAAP financial measures to, amongst other things, evaluate operating performance and compare it against past periods or against peer companies, make operating decisions, forecast for future periods and to determine payments under compensation programs. These non-GAAP financial measures provide management with additional means to understand and evaluate the operating results and trends in our ongoing business by eliminating certain expenses and other items that management believes might otherwise make comparisons of our ongoing business with prior periods and competitors more difficult, obscure trends in ongoing operations or improve management’s ability to forecast future periods. We provide investors with non-GAAP operating loss, non-GAAP net loss and non-GAAP net loss per share because we believe it is important for investors to be able to closely monitor and understand changes in our ability to generate income from ongoing business operations. We believe these non-GAAP financial measures give investors an additional method to evaluate historical operating performance and identify trends, an additional means of evaluating period-over-period operating performance and a method to facilitate certain comparisons of our operating results to those of our peer companies. We further believe these non-GAAP financial measures allow investors to assess the overall financial performance of our ongoing operations by eliminating the impact of (i) acquisition-related and other non-recurring professional expenses (including acquisition-related or other non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) restructuring costs, (iv) gains or losses recognized in relation to changes in the fair value of contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (v) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (vi) share-based compensation, and (vii) income tax benefit (provision). We believe that disclosing these non-GAAP financial measures contributes to enhanced financial reporting transparency and provides investors with added clarity about complex financial performance measures. We do not report a GAAP measure of gross profit or gross margin because certain costs related to contract revenues are expensed as incurred and included in research and development expenses, and not in cost of sales, as it is not practicable for us to bifurcate these expenses. We calculate non-GAAP operating loss by excluding from GAAP operating loss, any (i) acquisition-related and other non-recurring professional expenses (including acquisition-related or other non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) inventory cost realignments, (iv) restructuring costs and (v) share-based compensation. We calculate non-GAAP net loss by excluding from GAAP net income (loss), any (i) acquisition-related and other non-recurring professional expenses (including acquisition-related or non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) inventory cost realignments, (iv) restructuring costs, (v) gains or losses recognized in relation to changes in the fair value of contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (vi) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (vii) share-based compensation, and (viii) income tax benefit (provision). We calculate Adjusted EBITDA by excluding from GAAP net income (loss), any (i) acquisition-related and other non-recurring professional expenses (including acquisition-related or non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) depreciation of fixed assets, (iv) inventory cost realignments, (v) restructuring costs, (vi) gains or losses recognized in relation to changes in the fair value of contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (vii) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (viii) share-based compensation, and (ix) income tax benefit (provision). We calculate non-GAAP share count by adding (i) weighted average Class A common stock, (ii) weighted average Class V common stock held by minority shareholders, which are exchangeable into Class A common stock and (iii) vested but unexercised options issued as part of the TeraXion acquisition. While both weighted average Class V common stock and vested but unexercised options issued as part of the TeraXion acquisition are considered anti-dilutive under ASC 260, therefore excluded from the GAAP earnings per share calculation, management includes both categories in this non-GAAP presentation because they will convert into Class A common stock over time. Management believes that including these categories provides investors with a more transparent view of the Company’s capital structure and potential impact of such conversions. Non-GAAP net loss per share is calculated by dividing non-GAAP net loss by non-GAAP share count. We exclude the items identified above from the respective non-GAAP financial measure referenced above for the reasons set forth with respect to each such excluded item below: Acquisition-related and other non-recurring professional expenses - including such items as, when applicable, fair value charges incurred upon the sale of acquired inventory, accounting impact to the cost of goods sold due to one-time inventory costing realignment with a specific supplier, acquisition-related professional fees and legal expenses and other professional fees that are non-recurring in nature because they are not considered by management in making operating decisions and we believe that such expenses do not have a direct correlation to our future business operations and thereby including such charges do not necessarily reflect the performance of our ongoing operations for the period in which such charges or reversals are incurred. Amortization expenses - related to the amortization expense for acquired intangible assets and certain license rights. Depreciation expenses - related to the depreciation expenses for all property and equipment on hand. Inventory cost realignments - related to the supplier allocation premiums introduced during COVID that is currently incorporated in our inventory cost but have since been eliminated going forward. The impact of this premium is deemed non-recurring and therefore not considered by management in its evaluation of the ongoing performance of the business. Share-based compensation - related to the non-cash compensation expense associated with equity awards granted to our employees (including those granted in lieu of cash compensation) and employer tax related to employee stock transactions. These expenses are not considered by management in making operating decisions and such expenses do not have a direct correlation to our future business operations. Restructuring costs - related to the one-time expenses the Company incurs to reorganize its operations, which is primarily related to workforce reduction, long-lived intangible asset impairment, facilities and other purchase commitment charges. Gain (loss) from change in fair values - because these adjustments (1) are not considered by management in making operating decisions, (2) are not directly controlled by management, (3) do not necessarily reflect the performance of our ongoing operations for the period in which such charges are recognized and (4) cannot make comparisons between peer company performance less reliable. Non-cash interest expense - related to the amortization of debt discounts and issuance costs because (1) these expenses are not considered by management in making decision with respect to financing decisions, and (2) these generally reflect non-cash costs. Income tax benefit (provision) - related to the estimated income tax benefit (provision) that does not result in a current period tax refunds (payments). The non-GAAP financial measures presented should not be considered in isolation and are not an alternative for the respective GAAP financial measure that is most directly comparable to each such non-GAAP financial measure. Investors are cautioned against placing undue reliance on these non-GAAP financial measures and are urged to review and consider carefully the adjustments made by management to the most directly comparable GAAP financial measures to arrive at these non-GAAP financial measures. Non-GAAP financial measures may have limited value as analytical tools because they may exclude certain expenses that some investors consider important in evaluating our operating performance or ongoing business performance. Further, non-GAAP financial measures are likely to have limited value for purposes of drawing comparisons between companies as a result of different companies potentially calculating similarly titled non-GAAP financial measures in different ways because non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Adjusted EBITDA is calculated by removing non-recurring, irregular and one-time items that may distort EBITDA, to the current non-GAAP financial measures. We calculate Adjusted EBITDA by excluding from GAAP net income (loss), any (i) acquisition-related and other non-recurring expenses (including acquisition-related or other non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) depreciation of property, plant and equipment, (iv) inventory cost realignments, (v) restructuring costs, (vi) gains or losses recognized in relation to changes in the fair value of contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (vii) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (viii) share-based compensation, and (viii) income tax benefit (provision). To the extent our disclosures contain forward-looking estimates of non-GAAP financial measures, these measures are provided to investors on a prospective basis for the same reasons (set forth above) we provide them to investors on a historical basis. We are generally unable to provide a reconciliation of our forward-looking non-GAAP measures because certain information needed to make a reasonable forward-looking estimate of such non-GAAP measures are difficult to predict and estimate and is often dependent on future events that may be uncertain or outside of our control and, therefore, is not available without unreasonable efforts. Such events may include unanticipated changes in our GAAP effective tax rate, unanticipated one-time charges related to asset impairments (fixed assets, inventory, intangibles, or goodwill), unanticipated acquisition-related and other non-recurring professional expenses, unanticipated settlements, gains, losses and impairments and other unanticipated items not reflective of ongoing operations. Our forward-looking estimates of both GAAP and non-GAAP measures of our financial performance may differ materially from our actual results and should not be relied upon as statements of fact. View source version on businesswire.com: https://www.businesswire.com/news/home/20260507795370/en/ Media Inquiries
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ir@indiesemi.com Original: indie Reports First Quarter 2026 Results

Ascending Triple Top Breakout on 5 May 2026. GLTA

Long Tail Up on 30 Apr 2026. GLTA
Share price up by about 9% at this time.

In Low Pole Reversal pattern/mode since 21 Apr 2026. GLTA

Double Top Breakout on 16 Apr 2026. GLTA

indie Sets Date for First Quarter 2026 Earnings Release and Conference CallApril 9, 2026 4:05 PM
Business Wire
indie Semiconductor (Nasdaq: INDI), an automotive solutions innovator, plans to conduct a conference call with analysts to discuss its first quarter 2026 results and business outlook on May 7, 2026, at 5:00 p.m. Eastern time.


After the close of the market on May 7 and prior to the conference call, indie Semiconductor (“indie”) will issue a copy of the earnings press release via Business Wire. The press release may also be viewed on indie’s website at https://investors.indie.inc/news.


To listen to the conference call via the Internet, please go to the Financials tab on the Investors page of indie’s website. To listen to the conference call via telephone, please call (800) 245-3047 (domestic) or (203) 518-9765 (international), Conference ID: INDIQ1.


A replay of the conference call will be available beginning at 9:00 p.m. Eastern time on May 7, 2026, until 11:59 p.m. Eastern time on May 21, 2026, under the Financials tab on the Investors page of indie’s website, or by calling (844) 512-2921 (domestic) or (412) 317-6671 (international), Access ID: 11161459.


About indie


Headquartered in Aliso Viejo, CA, indie is empowering the automotive revolution with next-generation semiconductors, photonics, and perception software platforms. We focus on developing innovative, high-performance, and energy-efficient mixed-signal SoCs and system solutions for ADAS and adjacent industrial applications, including humanoid robotics, and quantum technology. Our sensors span all major modalities (Radar, Computer Vision, LiDAR, and Ultrasound), accelerating the proliferation of automated vehicle safety and sensing features. As a global innovator, we are an approved vendor to Tier 1 partners, and our solutions can be found in marquee automotive OEMs worldwide.


Please visit us at www.indie.inc to learn more.


#indieSemi_Earnings

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Original: indie Sets Date for First Quarter 2026 Earnings Release and Conference Call

Double Bottom Breakdown on 9 Apr 2026. BLTA

Low Pole Reversal on 8 Apr 2026. GLTA

indie Announces New Employee Inducement GrantsMarch 27, 2026 4:15 PM
Business Wire
indie Semiconductor (Nasdaq: INDI), an automotive solutions innovator, today announced that it has granted equity awards (the “Inducement Grants”) under its 2023 Inducement Incentive Plan to new employees who joined indie. The grants were previously approved by the Compensation Committee of the Board of Directors of indie Semiconductor. Information regarding the equity awards can be found on the company's investor relations website at: https://investors.indie.inc/news/default.aspx


About indie


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

View source version on businesswire.com: https://www.businesswire.com/news/home/20260327374026/en/
Investor Relations

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Original: indie Announces New Employee Inducement Grants

In Bearish Triangle Breakdown mode/pattern since 19 Feb 2026.
I have day order to buy INDI shares at $2.55 ps.

Indie Semiconductor shares slide after convertible bond offeringMarch 4, 2026 8:22 AM
IH Market News
Shares of Indie Semiconductor (NASDAQ:INDI) fell 14.9% to $2.69 in premarket trading on Wednesday, marking a nine-month low after the company announced a new private placement of convertible bonds.The advanced driver assistance systems sensor developer said early Wednesday that it had priced a $150 million private offering of 4% convertible bonds due in 2031.The initial conversion price was set at $3.87, representing a 22.5% premium to the stock’s previous closing price of $3.16.Indie Semiconductor said it plans to allocate the net proceeds primarily to repurchase roughly $104 million of its existing 4.50% convertible bonds maturing in 2027. The remaining funds will support working capital needs and other corporate purposes, including potential acquisitions.Based in Aliso Viejo, California, the company currently has a market capitalization of around $700 million.The stock had already declined 7% on Tuesday and is down about 10.5% since the start of the year.Indie Semiconductor stock price

Original: Indie Semiconductor shares slide after convertible bond offering

indie Announces Pricing of Private OfferingMarch 4, 2026 12:27 AM
Business Wire
indie Semiconductor, Inc. (“indie,” “we,” or “our”) (NASDAQ: INDI), an automotive solutions innovator, today announced the pricing of its offering of $150.0 million aggregate principal amount of its 4.00% Convertible Senior Notes due 2031 (the “notes”) through a private offering (the “offering”) to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). indie has also granted the initial purchasers in the offering an option to purchase, during a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $25.0 million aggregate principal amount of notes. The offering is expected to close on March 6, 2026, subject to customary closing conditions.


The notes will be senior unsecured obligations of indie, and interest on the notes will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The notes will mature on March 15, 2031, unless earlier repurchased, redeemed or converted.


indie estimates that the net proceeds from the offering will be approximately $145.1 million (or approximately $169.4 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting fees and estimated offering expenses payable by indie. indie intends to use approximately $107.8 million of the net proceeds from the offering to repurchase $104.0 million in aggregate principal amount of its 4.50% Convertible Senior Notes due 2027 (the “2027 notes”) (including accrued interest) pursuant to one or more separate and individually negotiated transactions entered into contemporaneously with the pricing of the offering with certain holders of such 2027 notes. indie intends to use the remainder of the net proceeds from the offering for working capital and general corporate purposes, which may include potential acquisitions. However, indie does not have agreements or understandings with respect to any acquisitions at this time.


indie may not redeem the notes prior to March 20, 2029. indie may redeem for cash all or any portion of the notes, at indie’s option, on or after March 20, 2029 if the last reported sale price of indie’s Class A common stock (the “common stock”), as determined by indie, has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which indie provides notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If indie redeems fewer than all the outstanding notes, at least $50.0 million aggregate principal amount of notes must be outstanding and not subject to redemption as of the relevant redemption notice date.


The notes will be convertible into cash, shares of common stock or a combination of cash and shares of common stock, at indie’s election, at an initial conversion rate of 258.3312 shares of common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $3.87 per share of common stock. The initial conversion price of the notes represents a premium of approximately 22.5% over the last reported sale price of $3.16 per share of indie’s common stock on The Nasdaq Capital Market on March 3, 2026.


Prior to the close of business on the business day immediately preceding December 15, 2030, the notes will be convertible at the option of the holders only upon the satisfaction of certain conditions and during certain periods. Thereafter, until the close of business on the second scheduled trading day immediately preceding the maturity date, the notes will be convertible at the option of the holders at any time regardless of these conditions. If indie undergoes a “fundamental change” (as defined in the indenture governing the notes), holders may require indie to repurchase for cash all or any portion of their notes at a price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, if a “make-whole fundamental change” (as defined in the indenture governing the notes) occurs prior to the maturity date, or if indie delivers a notice of redemption, indie will, under certain circumstances, increase the conversion rate by a number of additional shares of common stock for notes that are converted in connection with such make-whole fundamental change or for notes called (or deemed called) for redemption that are converted in connection with such notice of redemption.


In connection with the repurchase of the 2027 notes, we expect that holders of such 2027 notes who have agreed to have such 2027 notes repurchased and who have hedged their equity price risk with respect to such notes (the “hedged holders”) will unwind all or part of their hedge positions by buying our common stock and/or entering into or unwinding various derivative transactions with respect to our common stock. The amount of our common stock to be purchased by the hedged holders or in connection with such derivative transactions may be substantial in relation to the historic average daily trading volume of our common stock. This activity by the hedged holders could increase (or reduce the size of any decrease in) the market price of our common stock, resulting in a higher effective conversion price of the notes. We cannot predict the magnitude of such market activity or the overall effect it will have on the price of our common stock.


The notes and the shares of common stock issuable upon conversion of the notes, if any, have not been, and will not be, registered under the Securities Act, or under any state securities laws, and may not be offered or sold in the United States without registration under, or an applicable exemption from, the registration requirements. This press release is not an offer to sell, nor is it a solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or any jurisdiction. Nothing in this press release shall be deemed an offer to purchase the Company’s 2027 notes. This press release is issued pursuant to Rule 135c under the Securities Act.


Safe Harbor Statement


This communication contains “forward-looking statements” (including within the meaning of the Private Securities Litigation Reform Act of 1995). Such statements can be identified by words such as “will likely result,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,” “outlook,” “should,” “could,” “may” or words of similar meaning and include, but are not limited to, statements regarding our future business and financial performance and prospects, including our expectations regarding the offering of notes described in this press release, the completion, timing and size of the offering, and the anticipated use of proceeds therefrom, including the expected repurchases of the 2027 notes (and the potential impact thereof on the price of our common stock). Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results included in such forward-looking statements. Please refer to our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 27, 2026 and our other public reports filed with the SEC for additional information about our company and about the risks and uncertainties related to our business which may affect the statements made in this communication. All forward-looking statements in this press release are expressly qualified in their entirety by the foregoing cautionary statements.


Investors are cautioned not to place undue reliance on the forward-looking statements in this press release, which information set forth herein speaks only as of the date hereof. We do not undertake, and we expressly disclaim, any intention or obligation to update any forward-looking statements made in this announcement or in our other public filings, whether as a result of new information, future events or otherwise, except as required by law.


#indieSemi_Corporate

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ir@indie.inc


Original: indie Announces Pricing of Private Offering

indie Announces Proposed Convertible Senior Notes OfferingMarch 3, 2026 4:05 PM
Business Wire
indie Semiconductor, Inc. (“indie,” “we,” or “our”) (NASDAQ: INDI), an automotive solutions innovator, today announced that it plans to offer, subject to market and other conditions, $150.0 million aggregate principal amount of its Convertible Senior Notes due 2031 (the “notes”) through a private offering (the “offering”) to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). indie expects to grant the initial purchasers in the offering an option to purchase, during a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $22.5 million aggregate principal amount of notes.


The final terms of the notes, including the initial conversion rate, interest rate and certain other terms of the notes will be determined at the time of the pricing of the offering. If and when issued, the notes will be senior unsecured obligations of indie, and will be convertible by the holder of the notes into, subject to various conditions, cash, shares of indie’s Class A common stock (“common stock”) or a combination of cash and common stock, at indie’s election. Interest on the notes will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The notes will mature on March 15, 2031, unless earlier repurchased, redeemed or converted. Subject to certain conditions, indie may redeem for cash all or any portion of the notes, at its option, on or after March 20, 2029. If indie redeems fewer than all the outstanding notes, at least $50 million aggregate principal amount of notes must be outstanding and not subject to redemption as of the relevant redemption notice date.


indie intends to use a portion of the net proceeds from the offering to make repurchases of up to approximately $100.0 million of its 4.50% Convertible Senior Notes due 2027 (the “2027 notes”) pursuant to one or more separate and individually negotiated transactions to be entered into contemporaneously with the pricing of the offering with certain holders of such 2027 notes. indie intends to use the remainder of the net proceeds from the offering for working capital and general corporate purposes, which may include potential acquisitions. However, indie does not have agreements or understandings with respect to any acquisitions at this time.


In connection with any repurchase of the 2027 notes, we expect that holders of such 2027 notes who agree to have such 2027 notes repurchased and who have hedged their equity price risk with respect to such notes (the “hedged holders”) will unwind all or part of their hedge positions by buying our common stock and/or entering into or unwinding various derivative transactions with respect to our common stock. The amount of our common stock to be purchased by the hedged holders or in connection with such derivative transactions may be substantial in relation to the historic average daily trading volume of our common stock. This activity by the hedged holders could increase (or reduce the size of any decrease in) the market price of our common stock, including concurrently with the pricing of the notes, resulting in a higher effective conversion price of the notes. We cannot predict the magnitude of such market activity or the overall effect it will have on the price of the notes or the price of our common stock.


The notes and the shares of common stock issuable upon conversion of the notes, if any, have not been, and will not be, registered under the Securities Act, or under any state securities laws, and may not be offered or sold in the United States without registration under, or an applicable exemption from, the registration requirements. This press release is not an offer to sell, nor is it a solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or any jurisdiction. Nothing in this press release shall be deemed an offer to purchase the Company’s 2027 notes. This press release is issued pursuant to Rule 135c under the Securities Act.


Safe Harbor Statement


This communication contains “forward-looking statements” (including within the meaning of the Private Securities Litigation Reform Act of 1995). Such statements can be identified by words such as “will likely result,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,” “outlook,” “should,” “could,” “may” or words of similar meaning and include, but are not limited to, statements regarding our future business and financial performance and prospects, including our expectations regarding the proposed offering of notes described in this press release, the completion, timing and size of the proposed offering, and the anticipated use of proceeds therefrom, including the expected repurchases of the 2027 notes (and the potential impact thereof on the price of the notes, the conversion price of the notes or the price of our common stock). Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results included in such forward-looking statements. Please refer to our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 27, 2026 and our other public reports filed with the SEC for additional information about our company and about the risks and uncertainties related to our business which may affect the statements made in this communication. All forward-looking statements in this press release are expressly qualified in their entirety by the foregoing cautionary statements.


Investors are cautioned not to place undue reliance on the forward-looking statements in this press release, which information set forth herein speaks only as of the date hereof. We do not undertake, and we expressly disclaim, any intention or obligation to update any forward-looking statements made in this announcement or in our other public filings, whether as a result of new information, future events or otherwise, except as required by law.


#indieSemi_Corporate

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Original: indie Announces Proposed Convertible Senior Notes Offering

indie Reports Fourth Quarter 2025 ResultsFebruary 19, 2026 4:30 PM
Business Wire

Delivered Q4 2025 Revenue of $58M, up 8% sequentially, exceeding the midpoint of the outlook by $1M



Commenced first radar chipset shipments to Tier 1 partner



indie Semiconductor, Inc. (Nasdaq: INDI), an automotive solutions innovator, today announced fourth quarter results for the period ended December 31, 2025. Q4 revenue was $58.0 million. On a GAAP basis, fourth quarter 2025 operating loss was $33.9 million compared to $33.9 million a year ago. Non-GAAP operating loss for the fourth quarter of 2025 was $10.1 million, compared to $14.2 million a year ago, representing continued progress towards profitability. Fourth quarter 2025 GAAP loss per share was $0.16, while Non-GAAP loss per share was $0.07.


"indie delivered solid fourth quarter results, exceeding the midpoint of our outlook," said Donald McClymont, indie's co-founder and chief executive officer. "Our Tier 1 partner’s radar launch and our first chipset shipments marked a key milestone. Coupled with the addition of the adjacent high-growth humanoid robotics market, indie is well positioned to drive continued growth."


Business Highlights



Commenced radar chipset shipments to Tier 1 partner



iND880 design win with Chinese EV manufacturer for camera monitoring, ramping mid-2026



Completed emotion3D integration, expanding perception software ecosystem



Announced strategic perception software partnership with Mahindra for XEV 93 and BE 6 Electric Origin SUVs



Awarded DFB laser design win for non-automotive LiDAR application; secured largest LXM laser booking



Qi 2.0 wireless charging production expected in first half of 2026 with Ford



Q1 2026 Outlook


For the first quarter of 2026, indie expects revenue to be between $52 million and $58 million, or $55 million at the midpoint. We anticipate a decline in the first quarter revenue from our Wuxi indie Micro subsidiary to $21 million, and we expect revenue from our core business to grow by 20% sequentially to $34 million at the midpoint.


indie’s Q4 2025 Conference Call


indie Semiconductor will host a conference call with analysts to discuss its fourth quarter 2025 results and business outlook today at 5:00 p.m. Eastern time. To listen to the conference call via the Internet, please go to the Financials tab on the Investors page of indie’s website. To listen to the conference call via telephone, please call (877) 451-6152 (domestic) or (201) 389-0879 (international), Conference ID: 13757408.


A replay of the conference call will be available beginning at 9:00 p.m. Eastern time on February 19, 2026, until 11:59 p.m. Eastern time on March 5, 2026, under the Financials tab on the Investors page of indie’s website, or by calling (844) 512-2921 (domestic) or (412) 317-6671 (international), Access ID: 13757408.


About indie


Headquartered in Aliso Viejo, CA, indie is empowering the automotive revolution with next-generation semiconductors, photonics, and perception software platforms. We focus on developing innovative, high-performance, and energy-efficient mixed-signal SoCs and system solutions for ADAS and adjacent industrial applications, including humanoid robotics, and quantum technology. Our sensors span all major modalities (Radar, Computer Vision, LiDAR, and Ultrasound), accelerating the proliferation of automated vehicle safety and sensing features. As a global innovator, we are an approved vendor to Tier 1 partners, and our solutions can be found in marquee automotive OEMs worldwide.


Please visit us at www.indie.inc to learn more.


Safe Harbor Statement


This communication contains “forward-looking statements” (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended). Such statements can be identified by words such as “will likely result,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,” “outlook,” “should,” “could,” “may” or words of similar meaning and include, but are not limited to, projected financial information, statements regarding our future business and financial performance and prospects, including statements regarding our continued growth and progress towards profitability, and the addition of adjacent markets including high-growth humanoid robotics. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results included in such forward-looking statements. In addition to the factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025, as supplemented by our Quarterly Reports on Form 10-Q and in our other public reports filed with the SEC (including those identified under “Risk Factors” therein), the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: macroeconomic conditions, including inflation, rising interest rates and volatility in the credit and financial markets, our reliance on contract manufacturing and outsourced supply chain and the availability of semiconductors and manufacturing capacity; competitive products and pricing pressures; our ability to win competitive bid selection processes and achieve additional design wins; the impact of the pending sale of our entire equity interest in Wuxi indie Microelectronics Technology Co., Ltd. and any potential adverse effects of such sale on our business, financial condition, operating results and stock price; the impact of recent acquisitions made and any other acquisitions we may make, including our ability to successfully integrate acquired businesses and risks that the anticipated benefits of any acquisitions may not be fully realized or take longer to realize than expected; our ability to develop, market and gain acceptance for new and enhanced products and expand into new technologies and markets; current and potential trade restrictions and trade tensions, including trade and tariff actions taken or proposed by the US government affecting the countries where we operate; and political or economic instability in our target markets. All forward-looking statements in this press release are expressly qualified in their entirety by the foregoing cautionary statements.


Investors are cautioned not to place undue reliance on the forward-looking statements in this press release, which information set forth herein speaks only as of the date hereof. We do not undertake, and we expressly disclaim, any intention or obligation to update any forward-looking statements made in this announcement or in our other public filings, whether as a result of new information, future events or otherwise, except as required by law.


#indieSemi_Earnings




INDIE SEMICONDUCTOR, INC.




PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS




(Amounts in thousands, except share and per share amounts)




(Unaudited)













 



 






 






Three Months Ended

December 31,






 






 






Year Ended

December 31,






 








 






 






2025






 






 






2024






 






 






2025






 






 






2024






 








Revenue:






 






 






 






 






 






 






 






 






 






 






 






 








Product revenue






 






$






55,748






 






 






$






53,826






 






 






$






206,961






 






 






$






202,698






 








Contract revenue






 






 






2,259






 






 






 






4,183






 






 






 






10,433






 






 






 






13,984






 








Total revenue






 






 






58,007






 






 






 






58,009






 






 






 






217,394






 






 






 






216,682






 








Operating expenses:






 






 






 






 






 






 






 






 






 






 






 






 








Cost of goods sold






 






 






36,368






 






 






 






33,313






 






 






 






130,762






 






 






 






126,373






 








Research and development






 






 






35,518






 






 






 






38,254






 






 






 






154,092






 






 






 






175,112






 








Selling, general, and administrative






 






 






19,151






 






 






 






20,328






 






 






 






77,689






 






 






 






80,945






 








Restructuring costs






 






 






916






 






 






 






10






 






 






 






9,066






 






 






 






4,332






 








Total operating expenses






 






 






91,953






 






 






 






91,905






 






 






 






371,609






 






 






 






386,762






 








Loss from operations






 






 






(33,946






)






 






 






(33,896






)






 






 






(154,215






)






 






 






(170,080






)








Other income (expense), net:






 






 






 






 






 






 






 






 






 






 






 






 








Interest income






 






 






1,144






 






 






 






1,209






 






 






 






7,292






 






 






 






4,588






 








Interest expense






 






 






(4,251






)






 






 






(2,838






)






 






 






(17,642






)






 






 






(9,258






)








Gain from change in fair value of contingent considerations and acquisition-related holdbacks






 






 






2,071






 






 






 






874






 






 






 






6,970






 






 






 






29,041






 








Gain from extinguishment of debt






 






 






—






 






 






 






—






 






 






 






2,623






 






 






 






—






 








Other income (expense)






 






 






(498






)






 






 






(302






)






 






 






266






 






 






 






(400






)








Total other income (expense), net






 






 






(1,534






)






 






 






(1,057






)






 






 






(491






)






 






 






23,971






 








Net loss before income taxes






 






 






(35,480






)






 






 






(34,953






)






 






 






(154,706






)






 






 






(146,109






)








Income tax benefit






 






 






3,271






 






 






 






584






 






 






 






3,013






 






 






 






1,922






 








Net loss






 






 






(32,209






)






 






 






(34,369






)






 






 






(151,693






)






 






 






(144,187






)








Less: Net loss attributable to noncontrolling interest






 






 






(110






)






 






 






(1,787






)






 






 






(7,720






)






 






 






(11,584






)








Net loss attributable to indie Semiconductor, Inc.






 






$






(32,099






)






 






$






(32,582






)






 






$






(143,973






)






 






$






(132,603






)








 






 






 






 






 






 






 






 






 






 






 






 






 








Net loss attributable to common shares — basic






 






$






(32,099






)






 






$






(32,582






)






 






$






(143,973






)






 






$






(132,603






)








Net loss attributable to common shares — diluted






 






$






(32,099






)






 






$






(32,582






)






 






$






(143,973






)






 






$






(132,603






)








 






 






 






 






 






 






 






 






 






 






 






 






 








Net loss per share attributable to common shares — basic






 






$






(0.16






)






 






$






(0.18






)






 






$






(0.73






)






 






$






(0.76






)








Net loss per share attributable to common shares — diluted






 






$






(0.16






)






 






$






(0.18






)






 






$






(0.73






)






 






$






(0.76






)








 






 






 






 






 






 






 






 






 






 






 






 






 








Weighted average common shares outstanding — basic






 






 






203,063,167






 






 






 






185,682,996






 






 






 






197,246,432






 






 






 






175,029,650






 








Weighted average common shares outstanding — diluted






 






 






203,063,167






 






 






 






185,682,996






 






 






 






197,246,432






 






 






 






175,029,650






 









INDIE SEMICONDUCTOR, INC.




PRELIMINARY CONDENSED CONSOLIDATED BALANCE SHEETS




(Amounts in thousands)




(Unaudited)













 



 






 






December 31,

2025






 






 






December 31,

2024






 








Assets






 






 






 






 






 






 








Current assets:






 






 






 






 






 






 








Cash and cash equivalents






 






$






145,456






 






 






$






274,248






 








Restricted cash






 






 






10,285






 






 






 






10,300






 








Accounts receivable, net of allowance for doubtful accounts






 






 






57,485






 






 






 






52,005






 








Inventory






 






 






48,618






 






 






 






49,887






 








Prepaid expenses and other current assets






 






 






23,924






 






 






 






22,308






 








Total current assets






 






 






285,768






 






 






 






408,748






 








Property and equipment, net






 






 






43,349






 






 






 






34,281






 








Intangible assets, net






 






 






195,908






 






 






 






208,944






 








Goodwill






 






 






292,644






 






 






 






266,368






 








Operating lease right-of-use assets






 






 






14,363






 






 






 






16,107






 








Other assets and deposits






 






 






8,754






 






 






 






6,938






 








Total assets






 






$






840,786






 






 






$






941,386






 








 






 






 






 






 






 






 








Liabilities and stockholders' equity






 






 






 






 






 






 








Accounts payable






 






$






23,120






 






 






$






28,326






 








Accrued payroll liabilities






 






 






9,889






 






 






 






5,573






 








Contingent considerations






 






 






611






 






 






 






3,589






 








Accrued expenses and other current liabilities






 






 






24,771






 






 






 






29,297






 








Intangible asset contract liability






 






 






5,875






 






 






 






5,875






 








Current debt obligations






 






 






13,567






 






 






 






12,220






 








Total current liabilities






 






 






77,833






 






 






 






84,880






 








Long-term debt, net of current portion






 






 






339,834






 






 






 






369,097






 








Intangible asset contract liability, net of current portion






 






 






5,705






 






 






 






11,965






 








Deferred tax liabilities, non-current






 






 






14,198






 






 






 






11,660






 








Operating lease liability, non-current






 






 






13,046






 






 






 






14,278






 








Other long-term liabilities






 






 






7,444






 






 






 






4,111






 








Total liabilities






 






 






458,060






 






 






 






495,991






 








Commitments and contingencies






 






 






 






 






 






 








Stockholders' equity






 






 






 






 






 






 








Preferred stock






 






 






—






 






 






 






—






 








Class A common stock






 






 






20






 






 






 






19






 








Class V common stock






 






 






2






 






 






 






2






 








Additional paid-in capital






 






 






998,730






 






 






 






936,564






 








Accumulated deficit






 






 






(638,017






)






 






 






(494,044






)








Accumulated other comprehensive loss






 






 






(3,917






)






 






 






(24,655






)








indie's stockholders' equity






 






 






356,818






 






 






 






417,886






 








Noncontrolling interest






 






 






25,908






 






 






 






27,509






 








Total stockholders' equity






 






 






382,726






 






 






 






445,395






 








Total liabilities and stockholders' equity






 






$






840,786






 






 






$






941,386






 







INDIE SEMICONDUCTOR, INC.

RECONCILIATION OF PRELIMINARY NON-GAAP MEASURES TO GAAP

(Unaudited)


GAAP refers to financial information presented in accordance with U.S. Generally Accepted Accounting Principles. This press release includes non-GAAP financial measures, as defined in Regulation G promulgated by the Securities and Exchange Commission. We believe that our presentation of non-GAAP financial measures provides useful supplementary information to investors. The presentation of non-GAAP financial measures is not meant to be considered in isolation from or as a substitute for results prepared in accordance with GAAP.


The reconciliations of our preliminary GAAP to non-GAAP measures are as follows (in thousands, except share and per share amounts):




 






 






Three Months Ended

December 31,






 






 






Year Ended

December 31,






 








 






 






2025






 






 






2024






 






 






2025






 






 






2024






 








Computation of non-GAAP operating loss:






 






 






 






 






 






 






 






 






 






 






 






 








GAAP loss from operations






 






$






(33,946






)






 






$






(33,896






)






 






$






(154,215






)






 






$






(170,080






)








Acquisition related and other non-recurring professional expenses






 






 






411






 






 






 






1,648






 






 






 






935






 






 






 






5,596






 








Amortization of intangible assets






 






 






7,442






 






 






 






5,786






 






 






 






26,653






 






 






 






25,645






 








Inventory cost realignments






 






 






—






 






 






 






—






 






 






 






—






 






 






 






145






 








Share-based compensation






 






 






15,045






 






 






 






12,258






 






 






 






66,531






 






 






 






68,997






 








Restructuring






 






 






916






 






 






 






10






 






 






 






9,066






 






 






 






4,332






 








Non-GAAP operating loss






 






$






(10,132






)






 






$






(14,194






)






 






$






(51,030






)






 






$






(65,365






)








 






 






 






 






 






 






 






 






 






 






 






 






 









 






 






Three Months Ended

December 31,






 






 






Year Ended

December 31,






 








 






 






2025






 






 






2024






 






 






2025






 






 






2024






 








Computation of non-GAAP net loss:






 






 






 






 






 






 






 






 






 






 






 






 








Net loss






 






$






(32,209






)






 






$






(34,369






)






 






$






(151,693






)






 






$






(144,187






)








Acquisition related and other non-recurring professional expenses






 






 






411






 






 






 






1,648






 






 






 






935






 






 






 






5,596






 








Amortization of intangible assets






 






 






7,442






 






 






 






5,786






 






 






 






26,653






 






 






 






25,645






 








Inventory cost realignments






 






 






—






 






 






 






—






 






 






 






—






 






 






 






145






 








Share-based compensation






 






 






15,045






 






 






 






12,258






 






 






 






66,531






 






 






 






68,997






 








Restructuring






 






 






916






 






 






 






10






 






 






 






9,066






 






 






 






4,332






 








Gain from change in fair value of contingent considerations and acquisition-related holdbacks






 






 






(2,071






)






 






 






(874






)






 






 






(6,970






)






 






 






(29,041






)








Gain from extinguishment of debt






 






 






—






 






 






 






—






 






 






 






(2,623






)






 






 






—






 








Other (income) expense






 






 






498






 






 






 






302






 






 






 






(266






)






 






 






400






 








Non-cash interest expense






 






 






821






 






 






 






409






 






 






 






2,888






 






 






 






1,172






 








Income tax benefit






 






 






(3,271






)






 






 






(584






)






 






 






(3,013






)






 






 






(1,922






)








Non-GAAP net loss






 






$






(12,418






)






 






$






(15,414






)






 






$






(58,492






)






 






$






(68,863






)








 






 






 






 






 






 






 






 






 






 






 






 






 








 






 






 






 






 






 






 






 






 






 






 






 






 









 






 






Three Months Ended

December 31,






 






 






Year Ended

December 31,






 








 






 






2025






 






 






2024






 






 






2025






 






 






2024






 








Computation of Adjusted EBITDA:






 






 






 






 






 






 






 






 






 






 






 






 








Net loss






 






$






(32,209






)






 






$






(34,369






)






 






$






(151,693






)






 






$






(144,187






)








Interest income






 






 






(1,144






)






 






 






(1,209






)






 






 






(7,292






)






 






 






(4,588






)








Interest expense






 






 






4,251






 






 






 






2,838






 






 






 






17,642






 






 






 






9,258






 








Gain from change in fair value of contingent considerations and acquisition-related holdbacks






 






 






(2,071






)






 






 






(874






)






 






 






(6,970






)






 






 






(29,041






)








Gain from extinguishment of debt






 






 






—






 






 






 






—






 






 






 






(2,623






)






 






 






—






 








Other (income) expense






 






 






498






 






 






 






302






 






 






 






(266






)






 






 






400






 








Acquisition related and other non-recurring professional expenses






 






 






411






 






 






 






1,648






 






 






 






935






 






 






 






5,596






 








Depreciation and amortization






 






 






9,694






 






 






 






7,673






 






 






 






35,079






 






 






 






32,489






 








Inventory cost realignments






 






 






—






 






 






 






—






 






 






 






—






 






 






 






145






 








Share-based compensation






 






 






15,045






 






 






 






12,258






 






 






 






66,531






 






 






 






68,997






 








Restructuring






 






 






916






 






 






 






10






 






 






 






9,066






 






 






 






4,332






 








Income tax benefit






 






 






(3,271






)






 






 






(584






)






 






 






(3,013






)






 






 






(1,922






)








Adjusted EBITDA






 






$






(7,880






)






 






$






(12,307






)






 






$






(42,604






)






 






$






(58,521






)








 






 






 






 






 






 






 






 






 






 






 






 






 








 






 






 






 






 






 






 






 






 






 






 






 






 









 






 






For the Three Months

Ended December 31, 2025






 








Computation of non-GAAP share count:






 






 






 








Weighted Average Class A common stock - Basic






 






 






203,063,167






 








Weighted Average Class V common stock - Basic






 






 






16,802,773






 








TeraXion Unexercised Options






 






 






503,390






 








Non-GAAP share count






 






 






220,369,330






 








 






 






 






 








Non-GAAP net loss






 






$






(12,418






)








Less: Non-GAAP net income attributable to noncontrolling interest in Wuxi






 






 






2,335






 








Non-GAAP net loss attributable to indie Semiconductor, Inc.






 






$






(14,753






)








Non-GAAP net loss per share attributable to indie Semiconductor, Inc.






 






$






(0.07






)







Discussion Regarding the Use of Non-GAAP Financial Measures


Our earnings release contains some or all of the following financial measures that have not been calculated in accordance with United States Generally Accepted Accounting Principles (“GAAP”): (i) non-GAAP operating loss, (iii) non-GAAP net loss, (iii) Adjusted EBITDA, (iv) non-GAAP share count and (v) non-GAAP net loss per share. As set forth in the tables above, we derive such non-GAAP financial measures by excluding certain expenses and other items from the respective GAAP financial measure that is most directly comparable to each non-GAAP financial measure. Management may use these non-GAAP financial measures to, amongst other things, evaluate operating performance and compare it against past periods or against peer companies, make operating decisions, forecast for future periods and to determine payments under compensation programs. These non-GAAP financial measures provide management with additional means to understand and evaluate the operating results and trends in our ongoing business by eliminating certain expenses and other items that management believes might otherwise make comparisons of our ongoing business with prior periods and competitors more difficult, obscure trends in ongoing operations or improve management’s ability to forecast future periods.


We provide investors with non-GAAP operating loss, non-GAAP net loss and non-GAAP net loss per share because we believe it is important for investors to be able to closely monitor and understand changes in our ability to generate income from ongoing business operations. We believe these non-GAAP financial measures give investors an additional method to evaluate historical operating performance and identify trends, an additional means of evaluating period-over-period operating performance and a method to facilitate certain comparisons of our operating results to those of our peer companies. We further believe these non-GAAP financial measures allow investors to assess the overall financial performance of our ongoing operations by eliminating the impact of (i) acquisition-related and other non-recurring professional expenses (including acquisition-related or other non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) restructuring costs, (iv) gains or losses recognized in relation to changes in the fair value of contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (v) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (vi) share-based compensation, and (vii) income tax benefit (provision). We believe that disclosing these non-GAAP financial measures contributes to enhanced financial reporting transparency and provides investors with added clarity about complex financial performance measures.


We do not report a GAAP measure of gross profit or gross margin because certain costs related to contract revenues are expensed as incurred and included in research and development expenses, and not in cost of sales, as it is not practicable for us to bifurcate these expenses. We calculate non-GAAP operating loss by excluding from GAAP operating loss, any (i) acquisition-related and other non-recurring professional expenses (including acquisition-related or other non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) inventory cost realignments, (iv) restructuring costs and (v) share-based compensation. We calculate non-GAAP net loss by excluding from GAAP net income (loss), any (i) acquisition-related and other non-recurring professional expenses (including acquisition-related or non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) inventory cost realignments, (iv) restructuring costs, (v) gains or losses recognized in relation to changes in the fair value of contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (vi) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (vii) share-based compensation, and (viii) income tax benefit (provision). We calculate Adjusted EBITDA by excluding from GAAP net income (loss), any (i) acquisition-related and other non-recurring professional expenses (including acquisition-related or non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) depreciation of fixed assets, (iv) inventory cost realignments, (v) restructuring costs, (vi) gains or losses recognized in relation to changes in the fair value of contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (vii) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (viii) share-based compensation, and (ix) income tax benefit (provision). We calculate non-GAAP share count by adding (i) weighted average Class A common stock, (ii) weighted average Class V common stock held by minority shareholders, which are exchangeable into Class A common stock and (iii) vested but unexercised options issued as part of the TeraXion acquisition. While both weighted average Class V common stock and vested but unexercised options issued as part of the TeraXion acquisition are considered anti-dilutive under ASC 260, therefore excluded from the GAAP earnings per share calculation, management includes both categories in this non-GAAP presentation because they will convert into Class A common stock over time. Management believes that including these categories provides investors with a more transparent view of the Company’s capital structure and potential impact of such conversions. Non-GAAP net loss per share is calculated by dividing non-GAAP net loss by non-GAAP share count.


We exclude the items identified above from the respective non-GAAP financial measure referenced above for the reasons set forth with respect to each such excluded item below:


Acquisition-related and other non-recurring professional expenses - including such items as, when applicable, fair value charges incurred upon the sale of acquired inventory, accounting impact to the cost of goods sold due to one-time inventory costing realignment with a specific supplier, acquisition-related professional fees and legal expenses and other professional fees that are non-recurring in nature because they are not considered by management in making operating decisions and we believe that such expenses do not have a direct correlation to our future business operations and thereby including such charges do not necessarily reflect the performance of our ongoing operations for the period in which such charges or reversals are incurred.


Amortization expenses - related to the amortization expense for acquired intangible assets and certain license rights.


Depreciation expenses - related to the depreciation expenses for all property and equipment on hand.


Inventory cost realignments - related to the supplier allocation premiums introduced during COVID that is currently incorporated in our inventory cost but have since been eliminated going forward. The impact of this premium is deemed non-recurring and therefore not considered by management in its evaluation of the ongoing performance of the business.


Share-based compensation - related to the non-cash compensation expense associated with equity awards granted to our employees (including those granted in lieu of cash compensation) and employer tax related to employee stock transactions. These expenses are not considered by management in making operating decisions and such expenses do not have a direct correlation to our future business operations.


Restructuring costs - related to the one-time expenses the Company incurs to reorganize its operations, which is primarily related to workforce reduction, long-lived intangible asset impairment, facilities and other purchase commitment charges.


Gain (loss) from change in fair values - because these adjustments (1) are not considered by management in making operating decisions, (2) are not directly controlled by management, (3) do not necessarily reflect the performance of our ongoing operations for the period in which such charges are recognized and (4) cannot make comparisons between peer company performance less reliable.


Non-cash interest expense - related to the amortization of debt discounts and issuance costs because (1) these expenses are not considered by management in making decision with respect to financing decisions, and (2) these generally reflect non-cash costs.


Income tax benefit (provision) - related to the estimated income tax benefit (provision) that does not result in a current period tax refunds (payments).


The non-GAAP financial measures presented should not be considered in isolation and are not an alternative for the respective GAAP financial measure that is most directly comparable to each such non-GAAP financial measure. Investors are cautioned against placing undue reliance on these non-GAAP financial measures and are urged to review and consider carefully the adjustments made by management to the most directly comparable GAAP financial measures to arrive at these non-GAAP financial measures. Non-GAAP financial measures may have limited value as analytical tools because they may exclude certain expenses that some investors consider important in evaluating our operating performance or ongoing business performance. Further, non-GAAP financial measures are likely to have limited value for purposes of drawing comparisons between companies as a result of different companies potentially calculating similarly titled non-GAAP financial measures in different ways because non-GAAP measures are not based on any comprehensive set of accounting rules or principles.


Adjusted EBITDA is calculated by removing non-recurring, irregular and one-time items that may distort EBITDA, to the current non-GAAP financial measures. We calculate Adjusted EBITDA by excluding from GAAP net income (loss), any (i) acquisition-related and other non-recurring expenses (including acquisition-related or other non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) depreciation of property, plant and equipment, (iv) inventory cost realignments, (v) restructuring costs, (vi) gains or losses recognized in relation to changes in the fair value of contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (vii) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (viii) share-based compensation, and (viii) income tax benefit (provision).


To the extent our disclosures contain forward-looking estimates of non-GAAP financial measures, these measures are provided to investors on a prospective basis for the same reasons (set forth above) we provide them to investors on a historical basis. We are generally unable to provide a reconciliation of our forward-looking non-GAAP measures because certain information needed to make a reasonable forward-looking estimate of such non-GAAP measures are difficult to predict and estimate and is often dependent on future events that may be uncertain or outside of our control and, therefore, is not available without unreasonable efforts. Such events may include unanticipated changes in our GAAP effective tax rate, unanticipated one-time charges related to asset impairments (fixed assets, inventory, intangibles, or goodwill), unanticipated acquisition-related and other non-recurring professional expenses, unanticipated settlements, gains, losses and impairments and other unanticipated items not reflective of ongoing operations. Our forward-looking estimates of both GAAP and non-GAAP measures of our financial performance may differ materially from our actual results and should not be relied upon as statements of fact.

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Original: indie Reports Fourth Quarter 2025 Results