SEC Form 4 · accession 0001193125-26-382263
indie Semiconductor, Inc. · INDI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Naixi Wu
Officer — Chief Financial Officer
Period of report
Sep 1, 2026
Accepted (ET)
Sep 3, 2026 · 7:00 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001841925
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Sep 1, 2026 | S | 6,000 | $3.5577 | D | 150,058 | D | |
| Class A Common Stock | Sep 1, 2026 | M | 18,046 | $0.00 | A | 168,104 | D | |
| Class A Common Stock | Sep 1, 2026 | M | 6,250 | $0.00 | A | 174,354 | D | |
| Class A Common Stock | Sep 2, 2026 | S | 9,226 | $3.533 | D | 165,128 | D | |
| Class A Common Stock | Sep 2, 2026 | S | 8,820 | $3.533 | D | 156,308 | D | |
| Class A Common StockF5 | Sep 2, 2026 | S | 3,125 | $3.5886 | D | 153,183 | D | |
| Class A Common Stock | holding | — | — | — | 90 | I | by spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6,F7 | — | Sep 1, 2026 | A | 18,046 | A | — | — | Class A Common Stock | 18,046 | 18,046 | D |
| Restricted Stock UnitsF6,F7 | — | Sep 1, 2026 | M | 18,046 | D | — | — | Class A Common Stock | 18,046 | 0 | D |
| Restricted Stock UnitsF6,F8 | — | Sep 1, 2026 | M | 6,250 | D | — | — | Class A Common Stock | 6,250 | 0 | D |
Explanation of responses
- F1This sale was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 12, 2025. The Reporting Person's Rule 10b5-1 plan includes automated open market sales of the Issuer's Class A Common Stock on predetermined dates through December 15, 2027.
- F2The price reported in Column 4 is a weighted average price. The shares reported in this Form 4 were sold in separate transactions at prices ranging from $3.51 to $3.59, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the price range set forth in this footnote.
- F3Represents shares of Class A Common Stock sold in the open market to pay for withholding taxes in connection with the vesting of Restricted Stock Units.
- F4Represents shares of Class A Common Stock sold in the open market in accordance with a sell-all election made at the start of a program period of a voluntary equity compensation program as approved by the Board of Directors in June 2023. This election was made during an open trading window while Ms. Wu was not in possession of material non-public information.
- F5The price reported in Column 4 is a weighted average price. The shares reported in this Form 4 were sold in separate transactions at prices ranging from $3.49 to $3.65, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the price range set forth in this footnote.
- F6Each Restricted Stock Unit represents a contingent right to receive one share of Class A Common Stock.
- F7Represents Restricted Stock Units that were fully vested as of the grant date. These Restricted Stock Units represent shares received in lieu of a percentage of cash salary as part of a voluntary equity compensation program as approved by the Board of Directors in June 2023. The number of underlying shares is equal to the amount of the forgone salary, divided by the closing trading price of INDI on the date of grant.
- F8Such Restricted Stock Units vest at the rate of 25% annually beginning on September 1, 2023.