Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 001-40481
INDIE SEMICONDUCTOR, INC.
(Exact name of registrant as specified in its charter)
Delaware
88-1735159
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
32 Journey
Aliso Viejo, California
92656
(Address of Principal Executive Offices)
(Zip Code)
(949) 608-0854
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on
which registered
Class A common stock, par value $0.0001 per share
INDI
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The number of shares outstanding of the registrant’s Class A and Class V common stock as of November 3, 2026 was 229,842,291 (excluding 1,725,000 Class A shares held in escrow) and 10,955,186, respectively.
FORM 10-Q FOR THE QUARTER ENDED September 30, 2026
Page
Part I. Financial Information
3
Item 1.
Condensed Consolidated Financial Statements as of September 30, 2026 and December 31, 2025 and for the three and nine months ended September 30, 2026 and 2025 (Unaudited)
Condensed Consolidated Balance Sheets
Condensed Consolidated Statements of Operations
4
Condensed Consolidated Statements of Comprehensive Loss
5
Condensed Consolidated Statements of Stockholders’ Equity and Noncontrolling Interest
6
Condensed Consolidated Statements of Cash Flows
8
Notes to Unaudited Condensed Consolidated Financial Statements
9
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
34
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
45
Item 4.
Controls and Procedures
Part II. Other Information
47
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
48
Signature
49
1
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” (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 include, but are not limited to, statements regarding the Company’s future business and financial performance and prospects, the pending divestiture of Wuxi indie Microelectronics (“Wuxi”), and other statements identified by words such as “will likely result,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,” “outlook,” “should,” “could,” “may” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of the Company’s 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 anticipated results or other expectations expressed in or implied by such forward-looking statements as a result of various factors, including among others, the following: the impact of the sale of up to all of Ay Dee Kay, LLC’s outstanding equity interest in Wuxi (the "Wuxi Divestiture") and any adverse effects of such pending sale on our business, financial condition, operating results and stock price; macroeconomic conditions, including inflation, rising interest rates and volatility in the credit and financial markets; uncertainty related to the impacts of U.S. tariff and tariff-related regulations, including on inventory, supply chain, cost of our products and consumer demand; current and potential trade restrictions and trade tensions, including the recent trade and tariff actions taken or proposed by the U.S. government affecting the countries where we operate; the impact of the conflict in the Middle East, its implications on global political and economic uncertainty; the Company’s reliance on contract manufacturing and outsourced supply chain and the availability of semiconductors and manufacturing capacity; the Company's ability to realize the anticipated cost savings from its restructuring initiatives; competitive products and pricing pressures; the Company’s ability to win competitive bid selection processes and achieve additional design wins; the impact of any acquisitions the Company has made or may make, including its 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; management’s ability to develop, market and gain acceptance for new and enhanced products and expand into new technologies and markets; armed conflict and political or economic instability in the Company’s target markets; interruptions in our information systems or networks, including attempted security breaches and other cybersecurity incidents; and additional factors disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 27, 2026 (including those identified under “Risk Factors” in Part I, Item 1A therein), as such risk factors may be amended, supplemented or superseded from time to time in the Company’s other public reports filed with the SEC. indie cautions that the foregoing list of factors is not exclusive.
All information set forth herein speaks only as of the date hereof, and the Company disclaims any intention or obligation to update any forward-looking statements made in this report or in its other public filings, whether as a result of new information, future events or otherwise, except as required by law.
References in this Quarterly Report to “indie,” the “Company,” “we,” “us,” and “our” refer to indie Semiconductor, Inc., a Delaware corporation, and its consolidated subsidiaries, or (in the case of references prior to the consummation of the business combination (the “Transaction”) with Thunder Bridge Acquisition II, Ltd. in June 2021) to our predecessor Ay Dee Kay, LLC, a California limited liability company (“ADK LLC”). All references to U.S. dollar amounts are in thousands, other than share amounts, per share amount or as the context otherwise requires.
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share, par value and per share amounts)
(Unaudited)
September 30,2026
December 31,2025
Assets
Current assets:
Cash and cash equivalents
$
134,249
145,456
Restricted cash
10,023
10,285
Accounts receivable, net of allowance for doubtful accounts of $141 as of September 30, 2026 and $163 as of December 31, 2025
79,272
57,485
Inventory
80,039
48,618
Prepaid expenses and other current assets
24,369
23,924
Total current assets
327,952
285,768
Property and equipment, net
43,619
43,349
Intangible assets, net
170,639
195,908
Goodwill
282,642
292,644
Operating lease right-of-use assets
12,947
14,363
Other assets and deposits
8,262
8,754
Total assets
846,061
840,786
Liabilities and stockholders' equity
Accounts payable
27,893
21,832
Accrued payroll liabilities
11,834
9,889
Contingent considerations
—
611
Accrued expenses and other current liabilities
26,331
24,772
Intangible asset contract liability
5,875
Current debt obligations
25,523
13,567
Total current liabilities
97,456
76,546
Long-term debt, net of current portion
404,475
339,834
Intangible asset contract liability, net of current portion
173
5,705
Deferred tax liabilities, non-current
14,661
14,198
Operating lease liability, non-current
10,875
13,046
Other long-term liabilities
1,664
7,444
Total liabilities
529,304
456,773
Commitments and contingencies (Note 16)
Stockholders' equity
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 0 shares issued or outstanding
Class A common stock, $0.0001 par value, 600,000,000 shares authorized, 226,864,301 and 205,823,653 shares issued, 225,139,301 and 204,098,653 shares outstanding as of September 30, 2026 and December 31, 2025, respectively
23
20
Class V common stock, $0.0001 par value, 40,000,000 shares authorized, 13,444,551 and 16,521,251 issued and outstanding as of September 30, 2026 and December 31, 2025, respectively
Additional paid-in capital
1,059,013
998,730
Accumulated deficit
(756,160
)
(637,110
Accumulated other comprehensive loss
(16,614
(3,611
indie's stockholders' equity
286,263
358,031
Noncontrolling interest
30,494
25,982
Total stockholders' equity
316,757
384,013
Total liabilities and stockholders' equity
See accompanying notes to the condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share and per share amounts)
Three Months EndedSeptember 30,
Nine Months EndedSeptember 30,
2026
2025
Revenue:
Product revenue
67,491
51,073
179,565
151,213
Contract revenue
2,750
2,603
10,142
8,174
Total revenue
70,241
53,676
189,707
159,387
Operating expenses:
Cost of goods sold
47,874
32,173
123,176
94,394
Research and development
40,347
37,987
116,684
118,574
Selling, general, and administrative
21,017
20,816
62,795
58,538
Restructuring costs
1,042
8,149
Total operating expenses
109,238
92,018
302,655
279,655
Loss from operations
(38,997
(38,342
(112,948
(120,268
Other income (expense), net:
Interest income
878
1,655
2,968
6,148
Interest expense
(4,721
(4,348
(13,752
(13,391
Gain from change in fair value of contingent considerations and acquisition-related holdbacks
4,320
3,047
4,899
Gain (loss) from extinguishment of debt
(3,656
2,623
Other income (expense)
(851
(28
(1,873
764
Total other income (expense), net
(374
(2,715
(13,266
1,043
Net loss before income taxes
(39,371
(41,057
(126,214
(119,225
Income tax benefit (provision)
(535
363
232
(258
Net loss
(39,906
(40,694
(125,982
(119,483
Less: Net loss attributable to noncontrolling interest
(1,123
(2,405
(6,932
(7,610
Net loss attributable to indie Semiconductor, Inc.
(38,783
(38,289
(119,050
(111,873
Net loss attributable to common shares — basic
Net loss attributable to common shares — diluted
Net loss per share attributable to common shares — basic
(0.18
(0.19
(0.56
(0.57
Net loss per share attributable to common shares — diluted
Weighted average common shares outstanding — basic
219,304,478
199,326,145
212,825,421
195,286,712
Weighted average common shares outstanding — diluted
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Amounts in thousands)
Other comprehensive loss:
Foreign currency translation adjustments
(1,841
(4,159
(9,650
15,959
Comprehensive loss
(41,747
(44,853
(135,632
(103,524
Less: Comprehensive loss attributable to noncontrolling interest
464
(2,115
(3,579
(5,984
Comprehensive loss attributable to indie Semiconductor, Inc.
(42,211
(42,738
(132,053
(97,540
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND NONCONTROLLING INTEREST
(Amounts in thousands, except share amounts)
Common StockClass A
Common StockClass V
AdditionalPaid-in
Accumulated
AccumulatedOtherComprehensive
TotalStockholders'EquityAttributableto indieSemiconductor,
Noncontrolling
TotalStockholders'
Shares
Amount
Capital
Deficit
Loss
Inc.
Interest
Equity
Balance as of December 31, 2024
189,163,408
19
17,671,251
936,564
(494,044
(24,655
417,886
27,509
445,395
Issuance per net settlement of equity awards and cash exercise of stock options
3,446,663
78
394
472
Issuance per Exchange of Class V to Class A
50,000
(50,000
Issuance per Exchange of ADK LLC units to Class A
44,863
Share-based compensation, including amounts associated with the EEPP
16,561
Issuance per settlement of contingent considerations
1,680,579
3,685
445
4,130
(34,546
(2,625
(37,171
Foreign currency translation adjustment
1,904
442
2,346
Balance as of March 31, 2025
194,385,513
17,621,251
956,888
(528,590
(22,751
405,568
26,165
431,733
2,227,729
(167
(166
210
44
Issuance on earn-out awards
29,600
7,165
(39,038
(2,580
(41,618
16,878
894
17,772
Balance as of June 30, 2025
196,642,842
963,886
(567,628
(5,873
390,407
24,689
415,096
4,950,561
9,292
1,130
10,422
400,000
(400,000
Share-based compensation, including restructuring costs
12,249
(4,449
290
Balance as of September 30, 2025
201,993,403
17,221,251
985,427
(605,917
(10,322
369,210
23,704
392,914
Balance as of December 31, 2025
204,098,653
16,521,251
4,347,132
(1,177
(1,176
1,632
456
656,100
(656,100
6,677
16,210
(43,192
(3,930
(47,122
(5,276
669
(4,607
Balance as of March 31, 2026
209,108,562
21
15,865,151
1,013,763
(680,302
(8,887
324,597
24,353
348,950
2,296,940
(3,918
3,919
Issuance per net settlement of bonus
1,150,967
3,566
1,950,000
(1,950,000
(1
11,802
(37,075
(1,879
(38,954
(4,299
1,097
(3,202
Balance as of June 30, 2026
214,506,469
13,915,151
1,025,213
(717,377
(13,186
294,672
27,490
322,162
4,683,741
(1,081
(1,080
1,083
2,725,586
10,302
470,600
(470,600
17,595
Issuance in connection with At-The-Market equity offering
2,752,905
6,984
6,985
1,457
8,442
(3,428
1,587
Balance as of September 30, 2026
225,139,301
13,444,551
7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
33,354
30,416
Allowance for credit losses and inventory reserves
885
1,506
60,047
50,598
Amortization of discount and cost of issuance of debt
2,133
2,077
Asset impairment in relation to restructuring
3,231
(3,047
(4,899
Loss (Gain) from change in fair value of currency forward contract
1,255
(1,294
Loss (Gain) from extinguishment of debt
3,656
(2,623
Amortization of right-of-use assets
2,408
2,406
Changes in operating assets and liabilities:
Accounts receivable
(21,240
845
(31,410
4,890
5,667
(9,812
1,072
(310
1,738
3,489
Prepaid, other current and noncurrent assets
(1,832
Operating lease liabilities
(2,641
(2,236
(1,244
258
Net cash used in operating activities
(73,377
(42,773
Cash flows from investing activities:
Purchases of property and equipment
(7,033
(12,554
Business combinations, net of cash acquired
(17,673
Net cash used in investing activities
(30,227
Cash flows from financing activities:
Proceeds from issuance of common stock/At-The-Market offering
8,626
Offering costs for the issuance of common stock/At-the-market offering
(184
Proceeds from issuance of debt obligations
183,691
2,845
Issuance and debt discount costs related to debt obligations
(5,387
(50
Payments on debt obligations
(1,369
(3,538
Repurchase of debt obligations
(106,371
(26,829
Payments on financed software
(5,532
(5,824
Deferred payments on business combination
(2,102
(2,534
Proceeds from exercise of stock options
Net cash provided by (used in) financing activities
71,374
(35,926
Effect of exchange rate changes on cash and cash equivalents
(2,433
(4,460
Net decrease in cash and cash equivalents
(11,469
(113,386
Cash, cash equivalents and restricted cash at beginning of period
155,741
284,548
Cash, cash equivalents and restricted cash at end of period
144,272
171,162
Reconciliation of amounts on condensed consolidated balance sheet:
160,873
10,289
Total cash, cash equivalents and restricted cash
Supplemental disclosure of cash flow information:
Cash paid for interest
9,740
8,124
Supplemental disclosure of non-cash investing and financing activities:
Purchases of property and equipment, accrued but not paid
65
141
Contingent consideration for business combination
7,287
Accrual for purchase consideration for business combination
2,970
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except share amount and per share amount)
indie Semiconductor, Inc. (“indie”) and its predecessor for accounting purposes, Ay Dee Kay, LLC, a California limited liability company (“ADK LLC”) and its subsidiaries are collectively referred to herein as the “Company.” The Company offers highly innovative automotive semiconductors and software solutions for Advanced Driver Assistance Systems (“ADAS”), autonomous vehicle, connected car, user experience and electrification applications. The Company focuses on edge sensors across multiple modalities spanning LiDAR, radar, ultrasound and computer vision. These functions represent the core underpinnings of both electric and autonomous vehicles, while the advanced user interfaces are transforming the in-cabin experience to mirror and seamlessly connect to the mobile platforms people rely on every day. indie is an approved vendor to Tier 1 automotive suppliers and its platforms can be found in marquee automotive manufacturers around the world. Headquartered in Aliso Viejo, California, indie has design centers and sales offices in Austin, Texas; Detroit, Michigan; San Jose, California; Cordoba, Argentina; Dresden, Frankfurt an der Oder, Munich and Nuremberg, Germany; Edinburgh, Scotland; Vienna, Austria; Schlieren, Switzerland; Rabat, Morocco; Haifa, Israel; Quebec City and Toronto, Canada; Seoul, South Korea; Tokyo, Japan; and several locations throughout China. The Company engages subcontractors to manufacture its products. The majority of these subcontractors are located in Asia.
Execution of At-The-Market Agreement
On August 26, 2022, the Company entered into an At Market Issuance Agreement (“ATM Agreement”) with B. Riley Securities, Inc., Craig-Hallum Capital Group LLC and Roth Capital Partners, LLC (collectively as “Sales Agents”) relating to shares of its Class A common stock, par value $0.0001 per share (the “Class A common stock”). In accordance with the terms of the ATM Agreement, the Company may offer and sell shares of its Class A common stock having an aggregate offering price of up to $150,000 from time to time through the Sales Agents, acting as the Company’s agent or principal. The ATM Agreement was previously registered on the registration statement on Form S-3 (Registration No.333-267120), which expired on September 7, 2025. Prior to its expiration, on August 29, 2025, the Company filed with the SEC a prospectus supplement to its automatic shelf registration on Form S-3ASR (Registration No. 333-285653) to register the offering of the unsold securities of $59,813 pursuant to the ATM Agreement. The Company implemented and renewed this program for the flexible access that it provides to the capital markets. As of September 30, 2026, indie has raised gross proceeds of $98,813, issued 13,891,889 shares of Class A common stock at an average per-share sales price of $7.11 through this program, incurred issuance costs of $2,127 and had approximately $51,187 available for future issuances under the ATM Agreement. During both the three and nine months ended September 30, 2026, indie raised gross proceeds of $8,626 and issued 2,752,905 shares of Class A common stock at an average sales price of $3.13 per share. During both the three and nine months ended September 30, 2025, there was no ATM related activity. For both the three and nine months ended September 30, 2026, indie incurred total issuance costs of $184.
Recent Acquisitions
On May 8, 2026, Ay Dee Kay Ltd., a private limited company incorporated under the laws of Scotland and a wholly-owned subsidiary of the Company (“indie UK”) entered into a Master Agreement on the Sale and Purchase of the CMOS Imaging Sensor Business (“Purchase Agreement”) with ams-OSRAM AG (“ams-OSRAM”), pursuant to which indie UK has agreed to acquire the CMOS image sensor business of ams-OSRAM (the “CMOS Business”) through the acquisition of all outstanding shares of ams Sensor Belgium B.V., a wholly-owned subsidiary of ams-OSRAM, and the purchase of assets and assumption of liabilities exclusively related to the CMOS Business (the “Acquisition”). The Company is party to the Purchase Agreement as a guarantor of indie UK.
Pursuant to the Purchase Agreement, the aggregate consideration for the Acquisition is 40,000 EUR (or approximately $47,081 based on the exchange rate in effect on May 7, 2026), consisting of: (i) a cash payment of 35,000 EUR at closing, subject to adjustments, including net working capital adjustments; and (ii) a 5,000 EUR vendor debt note provided by ams-OSRAM, with simple interest of 2.5% per annum, payable 24 months after the closing of the Acquisition.
On November 3, 2026, the Acquisition received all requisite regulatory approvals. Closing remains subject to customary closing conditions and is expected to complete in the fourth quarter of 2026. As of November 6, 2026, the Company has not yet closed the Acquisition.
On September 26, 2025 (the “emotion3D Closing Date”), indie UK completed its acquisition of emotion3D GmbH (“emotion3D”). The acquisition was consummated pursuant to a Share Purchase Agreement (the “SPA”) whereby indie UK acquired all of the outstanding common shares of emotion3D. The aggregate consideration for the emotion3D acquisition consisted of (i) $17,673 in cash as the initial cash consideration (including debt paid at closing and net of cash acquired); (ii) certain contingent consideration with a total fair value of $6,180 at closing, payable in cash or shares of Class A common stock at indie's sole discretion, subject to emotion3D's achievement of certain revenue-based milestones through February 28, 2027; and (iii) certain holdbacks and adjustments totaling $2,970, subject to final release 24 months from the emotion3D Closing Date. The purchase price is subject to working capital and other adjustments as provided in the Share Purchase Agreement.
Risks and Uncertainties
The Company is impacted by macroeconomic conditions, including continued inflation, rising prices or interest rates, geopolitical tensions, the risk of recession, and the effect of trade policies, which have a combined effect on overall economic activity and consumer demand for automotive products that has resulted in lower production levels for the Company’s products. Tariffs against semiconductor-producing countries such as Taiwan, and retaliatory tariffs by countries such as China and Canada, may cause a decrease in the sales of the Company’s products to its customers, Company customers’ sales to their end users, or other global customers, which could materially and adversely affect the Company’s business, financial condition and results of operation.
The ultimate impact of any tariffs will depend on various factors, including the outcome of ongoing tariff negotiations, the timing of implementation, and the amount, scope and nature of the tariffs.
Additionally, the conflicts in the Middle East and the implication of these events have created global political and economic uncertainty. The Company is closely monitoring developments, including potential impacts to the Company’s business, customers, suppliers, employees and operations in Israel, Middle East, and elsewhere. At this time, the impact to indie is subject to change given the volatile nature of the situation.
Basis of Presentation
The condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codifications (“ASC”) and the Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the condensed consolidated accounts of the Company’s majority-owned subsidiary, ADK LLC, of which approximately 94% was owned by indie as of September 30, 2026. ADK LLC’s condensed consolidated financial statements include its wholly-owned subsidiaries indie Services Corporation, indie LLC and indie City LLC, all California entities, Ay Dee Kay Limited., a private limited company incorporated under the laws of Scotland, indie Germany GmbH, a private limited liability company incorporated under the laws of Germany and the surviving entity of the merger of indie Semiconductor Germany GmbH, Symeo GmbH and indie Semiconductor FFO GmbH, which was previously known as Silicon Radar GmbH (“indie FFO”), indie Technologies Switzerland AG, which was previously known as Exalos AG (“indie Switzerland”), a company limited by shares organized under the laws of Switzerland, emotion3D GmbH (“emotion3D”), a private limited liability company incorporated under the laws of Austria, indie Kft, a limited liability company incorporated under the laws of Hungary, indie Photonics Canada Inc., which was previously known as TeraXion Inc. (“indie Canada”) and Geo Semiconductor Canada Inc., both incorporated under the laws of Canada, indie Semiconductor Israel Ltd., a private limited company incorporated under the laws of Israel, Ay Dee Kay S.A., a limited liability company incorporated under the laws of Argentina, indie Semiconductor Morocco, a limited liability company under the laws of Morocco, indie Semiconductor Japan KK, a limited liability company under the laws of Japan, indie China Technology Co., Ltd (Shanghai) and indie China Technology Co., Ltd (Shenzhen), both are private limited company incorporated under the laws of People's Republic of China, Wuxi indie Microelectronics (“Wuxi”), a Chinese entity
10
with approximately 59% voting controlled and approximately 34% owned by the Company as of September 30, 2026 and Wuxi’s wholly-owned subsidiaries, indie Semiconductor Suzhou, indie Semiconductor HK, Ltd and Shanghai Ziying Microelectronics Co., Ltd.
All significant intercompany accounts and transactions of the Company's subsidiaries have been eliminated in consolidation. The noncontrolling interest attributable to the Company’s less-than-wholly-owned subsidiary is presented as a separate component from stockholders’ equity (deficit) in the condensed consolidated balance sheets and a noncontrolling interest in the condensed consolidated statements of operations and condensed consolidated statements of stockholders’ equity (deficit) and noncontrolling interest.
Unaudited Interim Financial Information
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. Certain information and footnote disclosures, normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted pursuant to those rules and regulations. However, in management’s opinion, the financial information reflects all adjustments, including those of a normal recurring nature, necessary to present fairly the results of operations, financial position, and cash flows of the Company for the periods presented. The results of operations, financial position, and cash flows for the Company during the interim periods are not necessarily indicative of those expected for the full year. This information should be read in conjunction with the Company’s consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026.
Significant Accounting Policies
The Company’s significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2025. There has been no material change to the Company’s significant accounting policies during the nine months ended September 30, 2026.
Recent Accounting Pronouncements
Recently Issued Not Yet Adopted Accounting Pronouncements
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. The amendments in this update address changes to the Codification intended to clarify, correct errors and make minor improvements, making the Codification easier to understand and apply. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with the option to apply retrospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on the Company's condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (ASU 2025-11), to amend the guidance in “Interim Reporting” (Topic 270). The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. The Company is currently evaluating the impact that the new guidance will have on the presentation of our condensed consolidated financial statements and accompanying notes.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05). The amendments in this update provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under FASB Accounting Standards Codification 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collection are evaluated. ASU 2025-05 is effective for the Company beginning in
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the fiscal year ending December 31, 2027. The Company is currently evaluating the impacts of the adoption of ASU 2025-05 on the condensed consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expenses Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which provides guidance intended to enhance disclosures related to the disaggregation of income statement expenses. The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. The standard also requires amounts that are already required to be disclosed under U.S. GAAP in the same disclosure as the other disaggregation requirements, disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and disclosure of the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. The amendments in this standard are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply the guidance either on a retrospective or prospective basis, and early adoption is permitted. The standard will become effective for indie for its fiscal year 2027 annual financial statements and interim financial statements thereafter and may be applied prospectively to periods after the adoption date or retrospectively for all prior periods presented in the financial statements, with early adoption permitted. The Company plans to adopt the standard when it becomes effective beginning in its fiscal year 2027 annual financial statements and is currently evaluating the impact this guidance will have on its condensed consolidated financial statements.
2. Business Combinations
The Company acquired emotion3D in September 2025. This acquisition was recorded by allocating the purchase consideration to the net assets acquired based on their estimated fair values at the acquisition date. The excess of the purchase consideration for the acquisition over the fair value of the net assets acquired is recorded as goodwill. The following presents the final allocation of the purchase consideration to the assets acquired and liabilities assumed for emotion3D:
emotion3D GmbH
Purchase price — cash consideration paid
16,621
Purchase price — cash consideration accrued
Debt paid at closing
2,002
Less: cash acquired
(950
Net cash consideration
20,643
Contingent consideration
6,180
Net consideration
26,823
Estimated fair value of net assets and liabilities assumed:
Current assets other than cash
2,219
Property and equipment
120
Developed technology
8,780
In-process research & development
6,400
Customer relationships
810
Trade name
1,330
Other non-current assets
73
Current liabilities
(1,147
(3,988
Total fair value of net assets acquired
14,597
12,226
Acquisition of emotion3D
On September 26, 2025, indie UK completed its acquisition of emotion3D. The acquisition was consummated pursuant to the SPA whereby indie UK acquired all of the outstanding common shares of emotion3D. The aggregate consideration for the emotion3D acquisition consisted of (i) $17,673 in cash as the initial cash consideration (including debt paid at closing and net of cash acquired); (ii) certain contingent consideration with total fair value of $6,180 at closing, payable in cash or shares of Class A common stock at
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indie's sole discretion, subject to emotion3D's achievement of certain revenue-based milestones through February 28, 2027; and (iii) certain holdbacks and adjustments totaling $2,970, subject to final release 24 months from the emotion3D Closing Date. The purchase price is subject to working capital and other adjustments as provided in the Share Purchase Agreement.
The Company paid a premium (i.e., goodwill) over the fair value of the net tangible and identified intangible assets acquired. This acquisition brought the Company an engineering development team with broad experience in development of advanced perception algorithms and software for in-cabin sensing, ADAS and automated driving. The goodwill is expected to be not deductible for tax purposes.
The Company maintains certain holdbacks for a total of $2,970 subject to final release 24 months from the emotion3D Closing Date. The aggregate holdbacks balance consisted of (i) an initial fixed purchase price holdback of $250 (the "Holdback Amount (PP)"), which was payable in cash and due 20 business days after both parties agreed on the final closing accounts within 30 business days after the emotion3D Closing Date; (ii) a subsidies holdback of $720 (the "Holdback Amount (Subsidies)"), which was payable in cash on December 31, 2025; and (iii) an indemnity holdback of $2,000 ("Holdback Amount (Indemnity)"), payable in cash with 50% due 12 months from the emotion3D Closing Date and the remainder 24 months from the emotion3D Closing Date. In December 2025, the Company settled the Holdback Amount (PP) with a credit of $102 paid to the Company and through the issuance $148 in cash, respectively. In January 2026, the Company settled the Holdback Amount (Subsidies) with a cash payment of $720. In October 2026, the Company settled the short-term portion of the Holdback Amount (Indemnity) with a cash payment of $1,000. All holdbacks are maintained for the purpose of providing security against any adjustment to the amounts at closing. The remaining holdback balance is reflected in Accrued expenses and other current liabilities in the condensed consolidated balance sheet as of September 30, 2026.
Total purchase consideration transferred at the emotion3D Closing Date also included contingent considerations that had a total final fair value of $6,180 as of the acquisition date. The final acquisition date fair value of the contingent considerations was determined based on a Monte Carlo Simulations analysis to simulate the probability of achievement of various milestones identified within each contingent consideration arrangement, using certain assumptions that require significant judgment and discount rates. The contingent consideration is comprised of up to three tranches and all are payable in cash or Class A common stock, at indie’s sole election. The first tranche of earnout pays up to a maximum of $4,000, upon achievement of total revenue target of EUR 3,650 (or $4,163) for the full year ended December 31, 2025, provided only a maximum total of EUR 2,100 was able to be counted toward the milestone between January 1, 2025 and the emotion3D Closing Date (the "First Earnout"). The second tranche of earnout pays up to a maximum of $6,000, upon achievement of a revenue target of $6,300 between January 1, 2026 through February 28, 2027 (the "Second Earnout"). In the case where the First Earnout is not achieved in full and emotion3D achieves total revenue in excess of $8,400 within the same period as relevant for the Second Earnout, emotion3D is entitled to a third tranche of earnout that pays up to a maximum of $1,250, upon achievement of a revenue target equal to $8,400 plus the corresponding revenue shortfall from the First Earnout (the "Third Earnout"). The corresponding revenue shortfall from the First Earnout is calculated by actual revenue achieved during the First Earnout measurement period and a ceiling of $4,163. The fair value of any outstanding contingent consideration liabilities will be remeasured as of the end of each reporting period with any resulting remeasurement gains or losses recognized in the condensed consolidated statement of operations. As the potential payment of the Third Earnout is dependent upon the shortfall in the First Earnout and the over-achievement in the Second Earnout, the preliminary fair value of the Third Earnout has been considered as part of the First Earnout. In May 2026, the Company settled the first tranche for $1,382 in cash. In September 2026, it was determined that the fair value for the second and third tranche of the contingent consideration was de minimis. There was no liability on the condensed consolidated balance sheet as of September 30, 2026. The changes in fair value since the acquisition date were recorded in Other income (expense), net in the condensed consolidated statement of operations.
Pro forma financial information for emotion3D is not disclosed as the results are not material to the Company’s condensed consolidated financial statements.
As of September 30, 2026, the Company finalized the opening net assets acquired and goodwill as follows:
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PreliminaryValuation
Adjustment
Final Valuation
2,220
7,877
903
In-progress research & development
511
5,889
3,954
(3,144
Backlog
400
(400
599
731
16,394
(4,168
Changes in fair value of current assets were a result of gathering additional information during the measurement period. The Company also revised the initial values of intangible assets as a result of switching from utilizing publicly available benchmarking information to determine the fair value of the intangible assets to primarily utilizing an income method based on forecasts of expected future cash flows.
Developed technology relates to the internally developed proprietary Driver Monitoring System (“DMS”) and Occupant Monitoring System (“OMS”), which can be applied to various automotive usage and immediately expands indie’s advanced driver assistance systems product. Developed technology was valued using Multi-Period Excess Earnings Method (“MPEEM”) of the income approach. The economic useful life was determined to be five years based on the remaining technology cycle related to each developed technology, as well as the cash flows over the forecast period.
Customer relationships represent the fair value of future projected revenue that will be derived from sales of products to existing customers of emotion3D. The fair value was determined by applying the distributor method, which is a variation of the MPEEM of the income approach. The economic useful life was determined to be ten years.
Trade name relates to the “EMOTION3D” and “CABIN EYE” trademarks (collectively the “Trade Names”). The fair value was determined by applying the relief from royalty of the income approach. The selected royalty rate was determined based on an analysis of licensing agreements related to similar brand names. The economic useful life was determined to be fifteen years.
The fair value of in-process research and development (“IPR&D”) was determined using the MPEEM of the income approach, which estimated value based upon the present value of future economic benefits. Future benefits in this instance were based upon the forecasted EBITA margin associated with the asset.
Under both the relief from royalty and multi-period excess earnings methods, the fair value models incorporated estimates of future cash flows, estimates of allocations of certain assets and cash flows, estimates of future growth rates and management’s judgment regarding the applicable discount rates to use to discount such estimates of cash flows. Because the estimates and assumptions made by management at the time of the acquisitions are unobservable and significant to the overall fair value measurement of these acquired identifiable intangible assets, the corresponding fair values are classified as Level 3 fair value hierarchy measurements.
Inventory consists of the following:
Raw materials
13,761
9,161
Work-in-process
46,711
31,222
Finished goods
19,567
8,235
During the three and nine months ended September 30, 2026, the Company recognized write-downs on the value of inventory of $273 and $856. During the three and nine months ended September 30, 2025, the Company recognized write-downs in the value of inventory of $1,018 and $1,489, respectively.
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Property and equipment, net consists of the following:
Useful life(in years)
Production tooling
28,093
26,194
Lab equipment
24,631
17,446
Office equipment
3 - 7
10,140
12,758
Leasehold improvements
*
2,486
2,308
Construction in progress
14,814
15,010
Property and equipment, gross
80,164
73,716
Less: Accumulated depreciation
36,545
30,367
* Leasehold improvements are amortized over the shorter of the remaining lease term or estimated useful life of the leasehold improvement.
The Company recognized depreciation expense of $2,617 and $2,173 for the three months ended September 30, 2026 and 2025, respectively. The Company recognized depreciation expense of $7,406 and $6,482 for the nine months ended September 30, 2026 and 2025, respectively.
Fixed assets not yet in service, or construction in progress, consist primarily of capitalized internal-use software, certain production tooling and other equipment that are not yet ready to be placed into service.
Intangible assets, net consist of the following:
September 30, 2026
December 31, 2025
WeightedAverageRemainingUseful Life
GrossCarryingAmount
AccumulatedAmortization
NetCarryingAmount
5.0
165,314
(67,184
98,130
5.4
137,371
(52,477
84,894
Software licenses
0.9
20,281
(16,213
4,068
1.6
20,392
(12,289
8,103
6.2
43,969
(17,096
26,873
6.8
47,113
(14,372
32,741
Intellectual property licenses
0.3
1,944
(1,736
208
1,962
226
Trade names
3.8
27,631
(13,996
13,635
4.1
26,899
(11,627
15,272
0.0
2,296
(2,296
1.3
2,696
(2,482
214
Effect of exchange rate on gross carrying amount
(885
3,898
Intangible assets with finite lives
260,550
(118,521
142,029
240,331
(94,983
145,348
IPR&D
29,150
50,301
(540
259
Total intangible assets with indefinite lives
28,610
50,560
Total intangible assets
289,160
290,891
Intangible assets with finite lives are amortized on a straight-line basis over the expected period to be benefited by future cash flows.
In fiscal 2025, the Company acquired developed technology, customer relationships, trade names and IPR&D as a result of a business combination (see Note 2 - Business Combinations for further details).
The Company monitors and assesses the above intangible assets for impairment on a periodic basis. For the three months ended September 30, 2025, the Company determined there was no impairment of intangible assets. For the nine months ended September 30, 2025, the Company recorded $3,260 of impairment charges related to certain software licenses as part of its
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restructuring plan initiated in May 2025 (the “2025 Restructuring Plan”). For the three and nine months ended September 30, 2026, the Company determined that there was no impairment of intangible assets.
Amortization of intangible assets for the three months ended September 30, 2026 and 2025 was $8,336 and $8,070, respectively. Amortization of intangible assets for the nine months ended September 30, 2026 and 2025 was $25,948 and $23,934, respectively. Amortization of intangible assets is included within Cost of goods sold and Selling, general, and administrative expenses, based on their respective nature, in the condensed consolidated statements of operations.
Based on the amount of definite-lived intangible assets subject to amortization as of September 30, 2026, amortization expense for each of the next five fiscal years is expected to be as follows:
2026 (remaining 3 months)
8,295
2027
29,019
2028
25,983
2029
24,343
2030
22,909
Thereafter
31,480
Total
The following table sets forth the carrying amount and activity of goodwill as of September 30, 2026:
Balance as of the beginning of the period
Measurement period adjustment for business combinations from prior year
Effect of exchange rate on goodwill
(5,834
Balance as of the end of the period
During the nine months ended September 30, 2026, the change in goodwill was primarily related to a $4,168 decrease related to the completion of the purchase price allocation for emotion3D and a $5,834 decrease in value due to the effect of exchange rates on goodwill.
The Company tests its goodwill for impairment annually as of the first day of its fourth fiscal quarter and in interim periods if certain events occur indicating the carrying value of goodwill may be impaired. As of October 1, 2025, the Company’s most recent impairment test date, the fair values of the Company’s reporting units substantially exceeded their respective carrying values. Additionally, there were no indicators of impairment noted during the three and nine months ended September 30, 2026.
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The following table sets forth the components of debt as of September 30, 2026 and December 31, 2025:
PrincipalOutstanding
UnamortizedDiscountandIssuance Cost
CarryingAmount
2027 Notes
26,000
(196
25,804
130,000
(1,752
128,248
2029 Notes
218,500
(5,953
212,547
(7,223
211,277
2031 Notes
170,500
(4,898
165,602
CIBC loan, due 2026
218
(6
212
1,129
(3
1,126
Total term loans
415,218
(11,053
404,165
349,629
(8,978
340,651
Revolving line of credit and other
25,858
(25
25,833
12,762
(12
12,750
Total debt
441,076
(11,078
429,998
362,391
(8,990
353,401
The outstanding debt as of September 30, 2026 and December 31, 2025 is classified in the condensed consolidated balance sheets as follows:
Current liabilities - Current debt obligations
Noncurrent liabilities - Long-term debt, net of current maturities
On March 6, 2026, the Company completed a private offering of 4.00% Convertible Senior Notes (the “2031 Initial Notes”). The 2031 Notes (as defined below) were sold under a purchase agreement (the “2031 Notes Purchase Agreement”), dated as of March 3, 2026, entered into by and among the Company and Deutsche Bank Securities Inc. and TD Securities (USA) LLC, as representatives of the several initial purchasers named therein (collectively the “2031 Notes Initial Purchasers”) pursuant to which the Company agreed to sell $150,000 aggregate principal amount of the 2031 Initial Notes. The Company also agreed to grant an option, during a 13-day period beginning on, and including, the date on which the notes were first issued (the “2031 Notes Option”) to the 2031 Notes Initial Purchasers to purchase all or part of an additional $25,000 aggregate principal amount of the 4.00% Convertible Senior Notes due 2031 (the “2031 Notes Option” and, together with the 2031 Initial Notes, the “2031 Notes”). On March 17, 2026, the 2031 Notes Initial Purchasers exercised the 2031 Notes Option to purchase $20,500 aggregate principal amount of 4.00% Convertible Senior Notes due 2031, bringing the total aggregate principal amount for the 2031 Notes to $170,500. The 2031 Notes were issued pursuant to an Indenture dated March 6, 2026 (the “2026 Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Interest on the 2031 Notes is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The 2031 Notes will mature on March 15, 2031, unless earlier repurchased, redeemed or converted.
The 2031 Notes will be convertible into cash, shares of the Company’s Class A common stock, or a combination of cash and shares of Class A common stock, at the Company’s election, at an initial conversion rate of 258.3312 shares of Class A common stock per $1,000 principal amount of the 2031 Notes, which is equivalent to an initial conversion price of approximately $3.87 per share of Class A common stock. The initial conversion price of the 2031 Notes represents a premium of approximately 22.5% to the $3.16 per share last reported sale price of the Class A common stock on The Nasdaq Capital Market on March 3, 2026. The conversion rate is subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for any accrued and unpaid interest, except under the limited circumstances described in the 2026 Indenture. In addition, upon the occurrence of a “Make-Whole Fundamental Change” (as defined in Section 1.01 of the 2026 Indenture) prior to the maturity date, or if the Company delivers a
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notice of redemption, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares of Class A common stock (not to exceed 316.4556 shares of Class A common stock per $1,000 principal amount of the 2031 Notes, subject to adjustment in the same manner as the conversion rate) for 2031 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.
The 2031 Notes are convertible at the option of the holders (in whole or in part) at any time prior to the close of business on the business day immediately preceding December 15, 2030 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2026 (and only during such calendar quarter), if the last reported sale price of the Class A common stock, as determined by the Company, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the “Trading Price” (as defined in Section 1.01 of the 2026 Indenture) per $1,000 principal amount of 2031 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Class A common stock and the conversion rate on each such trading day; (3) if the Company calls such 2031 Notes for redemption, at any time prior to the close of business on the second scheduled trading day prior to the redemption date, but only with respect to the 2031 Notes called (or deemed called) for redemption; or (4) upon the occurrence of certain corporate events as specified in the 2026 Indenture. On or after December 15, 2030 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their 2031 Notes, in multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of indie's Class A common stock or a combination of cash and shares of indie's Class A common stock, at the Company’s election, in amounts determined in the manner set forth in the 2026 Indenture.
The Company may not redeem the 2031 Notes prior to March 20, 2029. The Company may redeem for cash all or any portion of the 2031 Notes, at the Company's option, on or after March 20, 2029 if the last reported sales price of indie’s Class A common stock, as determined by the Company, 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 the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company redeems fewer than all the outstanding 2031 Notes, at least $50,000 aggregate principal amount of 2031 Notes must be outstanding and not subject to redemption as of the relevant redemption notice date. No sinking fund is provided for the 2031 Notes.
Upon the occurrence of a “Fundamental Change” (as defined in Section 1.01 of the 2026 Indenture), subject to certain conditions and certain limited exceptions, holders may require the Company to repurchase for cash all or any portion of their 2031 Notes in principal amounts of $1,000 or an integral multiple thereof at a fundamental change repurchase price in cash equal to 100% of the principal amount of the 2031 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The 2031 Notes are senior unsecured obligations of the Company and rank: (i) senior in right of payment to any future indebtedness of the Company that is expressly subordinated in right of payment to the 2031 Notes; (ii) equal in right of payment to any existing and future unsecured indebtedness of the Company (including the Company's 4.50% Convertible Senior Notes due 2027 and the Company's 3.50% Convertible Senior Notes due 2029) that is not so subordinated; (iii) effectively junior in right of payment to any future secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all existing and future indebtedness and other liabilities of the Company’s subsidiaries (including trade payables).
The net proceeds from the offering were approximately $165,048, after deducting the Initial Purchasers’ discounts and commissions and the Company’s estimated offering expenses. The Company used approximately $107,814 of the net proceeds from the offering to repurchase $104,000 in aggregate principal amount of its 4.50% Convertible Senior Notes due 2027 (including accrued interest of $1,443). See 2027 Notes below for a detailed discussion of this repurchase of the 2027 Notes.
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The 2031 Notes have been recorded as long-term debt in their entirety pursuant to 2020-06, Debt - Debt with Conversion and Other Options ("ASU 2020-06"). The carrying value of the 2031 Notes is presented net of $5,452 of discount and issuance costs, which are amortized to interest expense over the respective terms of these borrowings. As of September 30, 2026, the total carrying value of the 2031 Notes, net of unamortized discount, was $165,602 with a total fair value of $182,009 or 106.75% of the aggregate principal amount of the 2031 Notes. The estimated fair values are based on Level 2 inputs as the fair value is based on quoted prices for the Company’s debt and comparable instruments in inactive markets. The amortization of the debt discount and cost of issuance resulted in non-cash interest expense of $261 and $554 for the three and nine months ended September 30, 2026, respectively. Such amortization expenses are included in Interest expense in the Company’s condensed consolidated statements of operations.
On December 6, 2024, the Company completed a private offering of 3.50% Convertible Senior Notes (the “2029 Initial Notes”). The Notes were sold under a purchase agreement (the “2029 Notes Purchase Agreement”), dated as of December 3, 2024, entered into by and between the Company and Deutsche Bank Securities Inc., as representative of the several initial purchasers named therein (collectively the “2029 Notes Initial Purchasers”) pursuant to which the Company agreed to sell $190,000 aggregate principal amount of the 2029 Initial Notes. The Company also agreed to grant an option, during a 13-day period beginning on, and including, the date on which the notes are first issued (the “2029 Notes Option”) to the 2029 Notes Initial Purchasers to purchase all or part of an additional $28,500 aggregate principal amount of the 3.50% Convertible Senior Notes due 2029 (the “2029 Additional Notes” and, together with the 2029 Initial Notes, the “2029 Notes”). On December 5, 2024, the 2029 Notes Initial Purchasers exercised the 2029 Notes Option in full, bringing the total aggregate principal amount for the 2029 Notes to $218,500.
On December 3, 2024, in connection with the pricing of the 2029 Notes, the Company entered into privately negotiated capped call transactions (the “2029 Notes Base Capped Call Transactions”) with each of Deutsche Bank AG, London Branch, through its agent Deutsche Bank Securities Inc., Mizuho Markets Americas LLC, with Mizuho Securities USA LLC acting as agent, Royal Bank of Canada, represented by RBC Capital Markets, LLC as its agent, The Bank of Nova Scotia, UBS AG, London Branch, represented by UBS Securities LLC as its agent, and Wells Fargo Bank, National Association (the “2029 Option Counterparties”). In addition, on December 5, 2024, in connection with the 2029 Notes Initial Purchasers’ exercise of the 2029 Notes Option in full, the Company entered into additional capped call transactions (the “2029 Notes Additional Capped Call Transactions” and, together with the 2029 Notes Base Capped Call Transactions, the “2029 Notes Capped Call Transactions”) with each of the 2029 Notes Option Counterparties. The 2029 Notes Capped Call Transactions cover, subject to customary anti-dilution adjustments substantially similar to those applicable to the 2029 Notes, the aggregate number of shares of the Company’s Class A common stock that initially underlie the 2029 Notes, and are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the 2029 Notes and/or offset any cash payments the Company may be required to make in excess of the principal amount of converted 2029 Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the 2029 Notes Capped Call Transactions. The cap price of the 2029 Notes Capped Call Transactions is initially $8.06 per share, which represents a premium of 100% over the last reported sale price of the Company’s Class A common stock on The Nasdaq Capital Market on December 3, 2024. The cost of the 2029 Notes Capped Call Transactions was $23,380. The Company recorded the 2029 Notes Capped Call Transactions as separate transactions from the issuance of the 2029 Notes. The cost of $23,380 incurred to purchase the 2029 Notes Capped Call Transactions was recorded as a reduction to additional paid-in capital on the condensed consolidated balance sheet as of December 31, 2024.
The 2029 Notes will be convertible into cash, shares of the Company’s Class A common stock, or a combination of cash and shares of Class A common stock, at the Company’s election, at an initial conversion rate of 194.6188 shares of Class A common stock per $1,000 principal amount of the 2029 Notes, which is equivalent to an initial conversion price of approximately $5.14 per share of Class A common stock. The initial conversion price of the 2029 Notes represents a premium of approximately 27.50% over the $4.03 per share last reported sale price of the Class A common stock on The Nasdaq Capital Market on December 3, 2024. The conversion rate will be subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for any accrued and unpaid interest, except under the limited circumstances described in the Indenture, dated as of December 6, 2024, between indie and U.S. Bank Trust Company, National Association, as trustee (the “2024 Indenture”). In addition, upon the occurrence of a “Make-Whole Fundamental Change” (as defined in Section 1.01 of the 2024 Indenture) prior to the maturity date, or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares of Class A common stock (not to exceed 248.1399 shares of Class A common stock per $1,000 principal amount of the 2029 Notes,
subject to adjustment in the same manner as the conversion rate) for 2029 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.
The 2029 Notes are convertible at the option of the holders (in whole or in part) at any time prior to the close of business on the business day immediately preceding September 15, 2029 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2025 (and only during such calendar quarter), if the last reported sale price of the common stock, as determined by the Company, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the “Trading Price” (as defined in Section 1.01 of the 2024 Indenture) per $1,000 principal amount of 2029 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of common stock and the conversion rate on each such trading day; (3) if the Company calls such 2029 Notes for redemption, at any time prior to the close of business on the second scheduled trading day prior to the redemption date, but only with respect to the 2029 Notes called (or deemed called) for redemption; or (4) upon the occurrence of certain corporate events as specified in the 2024 Indenture. On or after September 15, 2029, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their 2029 Notes, in multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, in amounts determined in the manner set forth in the 2024 Indenture.
The 2029 Notes are not redeemable at the Company’s option prior to December 20, 2027. The Company may redeem for cash all or any portion of the 2029 Notes (subject to a partial redemption limitation), at the Company’s option, on or after December 20, 2027 if the last reported sale price of the common stock, as determined by the Company, 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 the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company redeems fewer than all the outstanding 2029 Notes, at least $50,000 aggregate principal amount of 2029 Notes must be outstanding and not subject to redemption as of the relevant redemption notice date. No sinking fund is provided for the 2029 Notes.
The 2029 Notes have been recorded as long-term debt in its entirety pursuant to ASU 2020-06. The carrying value of the 2029 Notes is presented net of $8,967 of discount and issuance costs, which are amortized to interest expense over the respective terms of these borrowings. As of September 30, 2026 and December 31, 2025, the total carrying value of the 2029 Notes, net of unamortized discount, was $212,547 and $211,277, respectively. As of September 30, 2026, the total fair value of the 2029 Notes was $166,060 or 76.00% of the aggregate principal amount of the 2029 Notes. As of December 31, 2025, the total fair value of the 2029 Notes was $227,087 or 104.00% of the aggregate principal amount of the 2029 Notes. The estimated fair values are based on Level 2 inputs as the fair value is based on quoted prices for the Company’s debt and comparable instruments in inactive markets. The amortization of the debt discount and cost of issuance resulted in non-cash interest expense of $433 and $414 for the three months ended September 30, 2026 and 2025, respectively. The amortization of the debt discount and cost of issuance resulted in non-cash interest expense of $1,270 and $1,215 for the nine months ended September 30, 2026 and 2025, respectively. Such amortization expenses are included in Interest Expense in the Company’s condensed consolidated statements of operations.
On November 16, 2022, the Company entered into a purchase agreement (the “Purchase Agreement”) with Goldman Sachs & Co. LLC, as representative of the initial purchasers (collectively the “Initial Purchasers”), pursuant to which the Company agreed to sell $140,000 aggregate principal amount of 4.50% Convertible Senior Notes due 2027 (the “Initial Notes”). The Company also agreed to grant an option, exercisable within the 30-day period immediately following the date of the Purchase Agreement (the “Option”) to the Initial Purchasers to purchase all or part of an additional $20,000 aggregate principal amount of 4.50% Convertible Senior Notes due 2027 (the “Additional Notes” and, together with the Initial Notes, the “2027 Notes”). On November 17, 2022, the Initial Purchasers exercised the Option in full, bringing the total aggregate principal amount for the 2027 Notes to $160,000. The sale of
the 2027 Notes closed on November 21, 2022. The 2027 Notes were issued pursuant to an indenture dated November 21, 2022 (the “2022 Indenture”) between the Company and the Trustee. Interest on the 2027 Notes is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2023. The 2027 Notes will mature on November 15, 2027, unless earlier repurchased, redeemed or converted.
The 2027 Notes will be convertible into cash, shares of the Company’s Class A common stock, or a combination of cash and shares of Class A common stock, at the Company’s election, at an initial conversion rate of 115.5869 shares of Class A common stock per $1,000 principal amount of the 2027 Notes, which is equivalent to an initial conversion price of approximately $8.65 per share of Class A common stock. The initial conversion price of the 2027 Notes represents a premium of approximately 30% over the $6.655 per share last reported sale price of the Class A common stock on The Nasdaq Capital Market on November 16, 2022. The conversion rate will be subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for any accrued and unpaid interest, except under the limited circumstances described in the 2022 Indenture. In addition, upon the occurrence of a “Make-Whole Fundamental Change” (as defined in Section 1.01 of the 2022 Indenture) prior to the maturity date, or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares of Class A common stock (not to exceed 150.2629 shares of Class A common stock per $1,000 principal amount of the 2027 Notes, subject to adjustment in the same manner as the conversion rate) for 2027 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.
The 2027 Notes are convertible at the option of the holders (in whole or in part) at any time prior to the close of business on the business day immediately preceding August 15, 2027 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2022 (and only during such calendar quarter), if the last reported sale price of the Class A common stock for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “Trading Price” (as defined in Section 1.01 of the 2022 Indenture) per $1,000 principal amount of 2027 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Class A common stock and the conversion rate on each such trading day; (3) if the Company calls such 2027 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the 2027 Notes called (or deemed called) for redemption; or (4) upon the occurrence of certain corporate events as specified in the 2022 Indenture. On or after August 15, 2027 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their 2027 Notes, in multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company’s election, in amounts determined in the manner set forth in the 2022 Indenture.
The Company may not redeem the 2027 Notes prior to November 20, 2025. indie may redeem for cash all or any portion of the 2027 Notes, at indie’s option, on or after November 20, 2025 if the last reported price of indie’s Class A common stock 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 2027 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
Upon the occurrence of a “Fundamental Change” (as defined in Section 1.01 of the 2022 Indenture), subject to certain conditions and certain limited exceptions, holders may require the Company to repurchase for cash all or any portion of their 2027 Notes in principal amounts of $1,000 or an integral multiple thereof at a fundamental change repurchase price in cash equal to 100% of the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The 2027 Notes are senior unsecured obligations of the Company and rank: (1) senior in right of payment to any indebtedness of the Company that is expressly subordinated in right of payment to the 2027 Notes; (2) equal in right of payment to any unsecured indebtedness of the Company that is not so subordinated; (3) effectively junior in right of payment to any senior, secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness; and (4) structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.
The 2027 Notes have been recorded as long-term debt in its entirety pursuant to ASU 2020-06. The carrying value of the 2027 Notes is presented net of $5,374 of discount and issuance costs, which are amortized to interest expense over the respective terms of these borrowings. As of September 30, 2026 and December 31, 2025, the total carrying value of the 2027 Notes, net of unamortized discount, was $25,804 and $128,248, respectively. As of September 30, 2026, the total fair value of the 2027 Notes was $26,439 or 101.69% of the aggregate principal amount of the 2027 Notes. As of December 31, 2025, the total fair value of the 2027 Notes was $124,982 or 96.00% of the aggregate principal amount of the 2027 Notes. The estimated fair values are based on Level 2 inputs as the fair value is based on quoted prices for the Company’s debt and comparable instruments in inactive markets. The amortization of the debt discount and cost of issuance resulted in non-cash interest expense of $44 and $297 for the three months ended September 30, 2026 and 2025, respectively. The amortization of the debt discount and cost of issuance resulted in non-cash interest expense of $271 and $825 for the nine months ended September 30, 2026 and 2025, respectively. Such amortization expenses are included in Interest expense in the Company’s condensed consolidated statements of operations.
During the year ended December 31, 2022, in connection with the offering of the 2027 Notes, the Company entered into privately negotiated transactions through one of the initial purchasers or its affiliate to repurchase 1,112,524 shares of Class A common stock, at an average cost of $6.65 per share, for approximately $7,404.
In June 2025, the Company entered into several separate, privately negotiated purchase agreements to repurchase $30,000 in aggregate principal amount of the 2027 Notes at a discount. In addition to the repurchased principal, the total repurchase price of $26,844 also included transaction-related professional fees of $158. The repurchase was accounted for as an extinguishment of debt, which resulted in a pre-tax gain of $2,623, which included the accelerated recognition of unamortized issuance cost and debt discount affiliated with the repurchased principal of $515. This gain was recorded as Gain from extinguishment of debt in the Company's consolidated statements of operations for the year ended December 31, 2025. Concurrent with the repurchase, the Company repaid $143 of accrued interest associated with the repurchased principal. The repurchase of the 2027 Notes and repayment of accrued interest were funded by the Company's on-hand cash. Upon completion of this repurchase, $130,000 principal amount of the 2027 Notes remained outstanding.
In March 2026, the Company entered into several separate, privately negotiated purchase agreements to repurchase $104,000 in aggregate principal amount of the 2027 Notes at a premium for a total of $106,371. The repurchase was accounted for as an extinguishment of debt, which resulted in a pre-tax loss of $3,656, which included the accelerated recognition of unamortized issuance cost and debt discount affiliated with the repurchased principal of $1,284. This loss was recorded as Loss from extinguishment of debt in the Company's condensed consolidated statements of operations for the three months ended March 31, 2026. Concurrent with the repurchase, the Company repaid $1,443 of accrued interest associated with the repurchased principal. The repurchase of the 2027 Notes and repayment of accrued interest were funded by the proceeds from the 2031 Notes issued on March 6, 2026. Upon completion of this repurchase, $26,000 principal amount of the 2027 Notes remains outstanding.
indie Semiconductor Revolving Line of Credit
On March 29, 2025, the Company entered into a revolving line of credit agreement with Wells Fargo Bank, National Association (“Wells Fargo”) with a credit limit of $10,000, bearing interest at the Secured Overnight Financing Rate (“SOFR”) plus 1.75%. The outstanding principal balance was due and payable in full on March 27, 2026. This revolving line of credit was renewed on March 27, 2026, and the outstanding principal balance is due and payable in full on March 27, 2027. Interest is payable monthly beginning on May 1, 2026 through the maturity date. This line of credit required the Company to collateralize a cash balance equal to the total outstanding balance in a cash security account with Wells Fargo, which resulted in total restricted cash of $10,023 as of September 30, 2026. Fees of $50 incurred will be amortized over the life of the credit agreement. This revolving line of credit had an outstanding balance of $10,000 as of September 30, 2026. During the three months ended September 30, 2026 and 2025, the Company paid $19 and $156 in interest expense, respectively, which represented a weighted average interest rate of approximately
22
0.8% and 6.2%, respectively. During the nine months ended September 30, 2026 and 2025, the Company paid $258 and $433 in interest expense, which represented a weighted average interest rate of approximately 1.9% and 5.8%, respectively. The non-cash interest during the three and nine months ended September 30, 2026 and 2025 was de minimis.
indie Canada Revolving Credit
In connection with the acquisition of indie Canada on October 12, 2021, the Company assumed a revolving credit with the Canadian Imperial Bank of Commerce (“CIBC”) with a credit limit of CAD 9,440 bearing interest at prime rate plus 0.25%, repayable in monthly installments of CAD 155 plus interest, maturing in October 2026. The repayment of monthly installments reduces the credit limit over time. CIBC also reserves the right to request full repayment of a portion or all outstanding balances at any time. As of September 30, 2026 and December 31, 2025, the outstanding principal balance of the loan was $218 and $1,129 (or CAD 310 and CAD 1,548), respectively. During the three and nine months ended September 30, 2026 and 2025, both cash and non-cash interest expense were de minimis.
indie Canada also has an authorized credit facility of up to CAD 6,000 at September 30, 2026 and December 31, 2025, respectively, from CIBC, bearing interest at prime rate plus 0.25%. The credit facility permits the Company to request incremental loans in an aggregate principal amount not to exceed the sum of CAD 6,000. As of September 30, 2026 and December 31, 2025, this line of credit had an outstanding balance of $1,905 and $2,453 (or CAD 2,702 and CAD 3,363), respectively. During the three and nine months ended September 30, 2026 and 2025, both cash and non-cash interest expense were de minimis.
Short-Term Loans
Wuxi
On August 18, 2026, Wuxi entered into a short-term loan agreement with China CITIC Bank (“CITIC”) with aggregate principal balance of CNY30,000, (or approximately $4,449) bearing interest of 2.23% per annum and maturing on August 10, 2027. The principal balance is denominated in Chinese Yuan, and the outstanding balance is adjusted for changes in foreign currency exchange rates at each reporting period. As of September 30, 2026, the total outstanding short-term loan with CITIC was CNY30,000, (or approximately $4,475). During the three and nine months ended September 30, 2026, both cash and non-cash interest expense were de minimis.
On August 20, 2026, Wuxi entered into a short-term loan agreement with Bank of Ningbo (“Ningbo”) with aggregate principal balance of CNY30,000, (or approximately $4,461) bearing interest of 2.50% per annum and maturing on August 20, 2027. The principal balance is denominated in Chinese Yuan, and the outstanding balance is adjusted for changes in foreign currency exchange rates at each reporting period. As of September 30, 2026, the total outstanding short-term loan with Ningbo was CNY30,000, (or approximately $4,475). During the three and nine months ended September 30, 2026, both cash and non-cash interest expense were de minimis.
On September 21, 2026, Wuxi entered into a short-term loan agreement with China Merchants Bank (“Merchants”) with aggregate principal balance of CNY30,000, (or approximately $4,480) bearing interest of 2.25% per annum and maturing on September 13, 2027. The principal balance is denominated in Chinese Yuan, and the outstanding balance is adjusted for changes in foreign currency exchange rates at each reporting period. As of September 30, 2026, the total outstanding short-term loan with Merchants was CNY30,000, (or approximately $4,475). During the three and nine months ended September 30, 2026, both cash and non-cash interest expense were de minimis.
The table below sets forth the components of interest expense for the three and nine months ended September 30, 2026 and 2025:
Interest expense on the 2027 Notes
Stated interest at 4.50% per annum
292
1,526
1,704
5,096
Amortization of discount and issuance cost
297
271
825
Total interest expense related to the 2027 Notes
336
1,823
1,975
5,921
Interest expense on the 2029 Notes
Stated interest at 3.50% per annum
1,928
5,720
433
414
1,270
1,215
Total interest expense related to the 2029 Notes
2,361
2,342
6,990
6,935
Interest expense on the 2031 Notes
Stated interest at 4.00% per annum
1,705
3,887
261
554
Total interest expense related to the 2031 Notes
1,966
4,441
Interest expense on other debt obligations:
Contractual interest
170
308
497
38
Total interest expense related to other debt obligations
58
183
346
535
Total interest expense
4,721
4,348
13,752
13,391
The future maturities of the debt obligations are as follows:
2,652
49,424
2031
Earn-Out Milestones
In connection with the Transaction, certain of indie’s stockholders are entitled to receive up to 10,000,000 earn-out shares of the Company’s Class A common stock if the earn-out milestones are met. The earn-out milestones represent two independent criteria, each of which entitles the eligible stockholders to 5,000,000 earn-out shares per milestone met. Each earn-out milestone is considered met if at any time following the Transaction and prior to December 31, 2027, the volume weighted average price of indie’s Class A common stock is greater than or equal to $12.50 or $15.00 for any twenty trading days within any thirty-trading day period, respectively. Further, the earn-out milestones are also considered to be met if indie undergoes a "Sale". A Sale is defined as the occurrence of any of the following for indie: (i) engage in a “going private” transaction pursuant to Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise cease to be subject to reporting obligations under Sections 13 or 15(d) of the Exchange Act; (ii) Class A common stock ceases to be listed on a national securities exchange, other than for the failure to satisfy minimum listing requirements under applicable stock exchange rules; or (iii) change of ownership (including a merger or consolidation) or approval of a plan for complete liquidation or dissolution.
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These earn-out shares had been categorized into two components: (i) those associated with stockholders with vested equity at the closing of the Transaction that will be earned upon achievement of the earn-out milestones (the “Vested Shares”) and (ii) those associated with stockholders with unvested equity at the closing of the Transaction that will be earned over the remaining service period with the Company on their unvested equity shares and upon achievement of the Earn-Out Milestones (the “Unvested Shares”). The Vested Shares were classified as liabilities in the condensed consolidated balance sheet and the Unvested Shares are equity-classified share-based compensation to be recognized over time. The earn-out liability was initially measured at fair value at the closing of the Transaction and subsequently remeasured at the end of each reporting period. The change in fair value of the earn-out liability was recorded as part of Other income (expense), net in the condensed consolidated statement of operations.
The estimated fair value of the earn-out liability was determined using a Monte Carlo Simulations analysis that simulated the future path of the Company’s stock price over the earn-out period. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones including projected stock price, volatility, and risk-free rate.
As of December 31, 2021, there was no liability remaining on the consolidated balance sheet.
Contingent Considerations
On January 25, 2024, in connection with the acquisition of Kinetic Technologies, LLC, the Company recorded contingent considerations as a current and a long-term liability at an initial fair value of $2,251 and $2,348, respectively. The contingent consideration is comprised of two tranches. The first tranche was payable upon the achievement of a revenue threshold of $12,000 for the 12-month period ended on January 25, 2025. The second tranche was payable upon achievement of certain production-based milestones for the 24-month period ending on January 25, 2026. Both tranches were payable in cash or in shares at indie’s discretion. In April 2025, the Company settled the first tranche through the issuance of $2,500 in cash. In December 2025, it was determined that the second tranche of the contingent consideration would not be met and the fair value was reduced to zero. There was no liability remaining on the consolidated balance sheet on December 31, 2025. The changes in fair value since the acquisition date were recorded in Other income (expense), net in the consolidated statement of operations.
On September 26, 2025, in connection with the acquisition of emotion3D, the Company recorded contingent considerations as a current and a long-term liability at an initial fair value of $1,575 and $4,605, respectively. The contingent consideration is comprised of three tranches. Total purchase consideration transferred at the emotion3D Closing Date also included contingent consideration that had a total final fair value of $6,180 as of the acquisition date. The final acquisition date fair value of the contingent considerations was determined based on a Monte Carlo Simulations analysis to simulate the probability of achievement of various milestones identified within each contingent consideration arrangement, using certain assumptions that require significant judgment and discount rates. The contingent consideration is comprised of up to three tranches and all are payable in cash or Class A common stock, at indie’s sole election. The First Earnout pays up to a maximum of $4,000, upon achievement of a total revenue target of EUR 3,650 (or $4,163) for the full year ended December 31, 2025, provided only a maximum total of EUR 2,100 can be counted toward the milestone between January 1, 2025 through the emotion3D Closing Date. The Second Earnout pays up to a maximum of $6,000, upon achievement of revenue target of $6,300 between January 1, 2026 through February 28, 2027. In the case where the First Earnout is not achieved in full and emotion3D achieves total revenue in excess of $8,400 within the same period as relevant for the Second Earnout, emotion3D is entitled to the Third Earnout that pays up to a maximum of $1,250, upon achievement of a revenue target equal to $8,400 plus the corresponding revenue shortfall from the First Earnout. The corresponding revenue shortfall from the First Earnout is calculated by actual revenue achieved during the First Earnout measurement period and a ceiling of $4,163. The fair value of any outstanding contingent consideration liabilities will be remeasured as of the end of each reporting period with any resulting remeasurement gains or losses recognized in the condensed consolidated statement of operations. As the potential payment of the Third Earnout is dependent upon the shortfall in the First Earnout and the over-achievement in the Second Earnout, the preliminary fair value of the Third Earnout has been considered as part of the First Earnout. In May 2026, the Company settled the first tranche for $1,382 in cash. In September 2026, it was determined that the fair value for the second and third tranche of the contingent consideration was de minimis. There was no liability on the condensed consolidated balance sheet as of September 30, 2026.
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The Company’s debt instruments are recorded at their carrying values in its condensed consolidated balance sheets, which may differ from their respective fair values. The estimated fair value of the Company’s 2027 Notes, 2029 Notes and 2031 Notes are based on Level 2 inputs as the fair value is based on quoted prices for the Company’s debt (see Note 7 — Debt for additional information). The fair values of the Company’s short-term loans generally approximated their carrying values.
At September 30, 2026 and 2025, the Company held currency forward contracts with an aggregated notional amount of $21,805 and $16,839, respectively, to sell United States dollars and to buy various foreign currencies such as Canadian dollars and euros, among others at a forward rate. Any changes in the fair value of these contracts are recorded in Other income (expense), net in the condensed consolidated statement of operations. During the three months ended September 30, 2026 and 2025, the Company recorded a net loss of $519 and a net loss of $76, respectively. During the nine months ended September 30, 2026 and 2025, the Company recorded a net loss of $1,255 and a net gain of $1,294, respectively.
The following table presents the Company’s fair value hierarchy for financial assets and liabilities:
Fair Value Measurements as of December 31, 2025
Level 1
Level 2
Level 3
Liabilities:
emotion3D GmbH Contingent Consideration - First Tranche
emotion3D GmbH Contingent Consideration - Second Tranche
4,179
emotion3D GmbH Contingent Consideration -Third Tranche
696
As of September 30, 2026 and December 31, 2025, the Company’s cash and cash equivalents, including restricted cash, were all held in cash or Level 1 instruments where the fair values approximate the carrying values.
On January 5, 2026, the Company released the $720 emotion3D Holdback Amount (Subsidies) in cash. On October 2, 2026, the Company released the $1,000 emotion3D short-term portion of the Holdback Amount (Indemnity) in cash. Both holdbacks were deemed as Level 1 instruments such that the fair values approximated the carrying values.
Level 3 Disclosures
Contingent considerations are valued based on the consideration expected to be transferred. The Company generally estimates the fair value based on a Monte Carlo Simulations analysis to simulate the probability of achievement of various milestones identified within each contingent consideration arrangement, using certain assumptions that require significant judgment and discount rates. The discount rates are based on the estimated cost of debt plus a premium, which included consideration of expected term of the earn-out payment, yield on treasury instruments and an estimated credit rating for the Company.
See Note 8 — Contingent and Earn-Out Liabilities for additional information of our Level 3 disclosures.
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The following table presents the significant unobservable inputs assumed for each of the fair value measurements:
Input
Market yield rate
N/A
10.53
%
Scenario probability
80.00
Revenue discount rate
7.00
Revenue volatility
15.00
emotion3D GmbH Contingent Consideration - Third Tranche
64.00
Stock Repurchase Program
On November 16, 2022, indie’s Board of Directors authorized the repurchase, from time to time, of up to $50,000 of indie’s Class A common stock and/or warrants to purchase Class A common stock. This was inclusive of the concurrent repurchase of shares of Class A common stock described in Note 7 — Debt, under the 2027 Notes, which allowed for a portion of net proceeds to be used to repurchase up to $25,000 of Class A common stock. For the year ended December 31, 2022, in connection with the concurrent repurchase, the Company repurchased 1,112,524 shares of Class A common stock, at an average cost of $6.65 per share, for approximately $7,404. Through September 30, 2026, there have been no subsequent repurchases of common stock under the program. As of September 30, 2026, there is $42,596 available for future repurchase under the program.
In connection with the closing of the Transaction on June 10, 2021, certain members of ADK LLC (the “ADK Minority Holders”) retained an approximately 26% membership interest in ADK LLC. The ADK Minority Holders may from time to time, after December 10, 2021, exchange with indie such holders’ units in ADK LLC for an equal number of shares of indie’s Class A common stock. As a result, indie’s ownership interest in ADK LLC will increase over time as the exchanges occur. The ADK Minority Holders’ ownership interests are accounted for as noncontrolling interests in the Company’s condensed consolidated financial statements. The Company’s ownership of ADK LLC was approximately 94% and 92% as of September 30, 2026 and December 31, 2025, respectively.
In connection with the Transaction, the Company issued to ADK LLC Minority Holders an aggregate of 33,827,371 shares of Class V common stock of indie (the “Class V Holders”), which can be exchanged to Class A common stock at an exchange ratio of one to one. The shares of Class V common stock provides no economic rights in indie to the holder thereof; however, each Class V Holder is entitled to vote with the holders of Class A common stock of indie, with each share of Class V common stock entitling the holder to one (1) vote per share of Class V common stock at the time of such vote (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications). As of September 30, 2026 and December 31, 2025, the Company had an aggregate of 13,444,551 and 16,521,251 shares of Class V common stock issued and outstanding, respectively.
ADK LLC held approximately 59.00% voting control and approximately 34.38% ownership interest in Wuxi as of both September 30, 2026 and December 31, 2025. From time to time, Wuxi has sold equity ownership and the transactions have reduced ADK LLC’s controlling interest in Wuxi on the condensed consolidated balance sheets. As of September 30, 2026, ADK LLC maintained its controlling ownership in Wuxi. Accordingly, Wuxi’s financial statements are consolidated with those of ADK LLC and its other wholly-owned subsidiaries. Minority interests held in Wuxi are accounted for as noncontrolling interests in the Company’s condensed consolidated financial statements.
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Disaggregation of Revenue
The Company disaggregates revenue from contracts with customers by geographic region, as the Company’s management believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
The following tables present revenue disaggregated by geography of the shipping location for the three and nine months ended September 30, 2026 and 2025:
United States
5,442
9,404
16,331
26,151
Greater China
44,417
26,647
113,921
68,394
Europe
10,491
10,110
32,315
33,894
South Korea
1,985
4,133
8,929
12,104
Rest of Asia Pacific
5,035
2,540
12,273
14,906
Rest of North America
2,745
563
5,740
2,558
South America
126
279
198
1,380
Contract Balances
Certain assets or liabilities are recorded depending on the timing of revenue recognition, billings and cash collections on a contract-by-contract basis. Contract liabilities primarily relate to deferred revenue, including advance consideration received from customers for contracts prior to the transfer of control to the customer, and therefore revenue is recognized upon delivery of products and services or as the services are performed.
The following table presents the assets and liabilities associated with the engineering services contracts recorded on the condensed consolidated balance sheet as of September 30, 2026 and December 31, 2025:
Balance Sheet Classification
Unbilled revenue
3,851
4,814
Contract liabilities
4,195
4,601
During the three months ended September 30, 2026 and 2025, the Company recognized $293 and $208, respectively, of revenue related to amounts that were previously included in deferred revenue at the beginning of the period. During the nine months ended September 30, 2026 and 2025, the Company recognized $2,643 and $1,825, respectively, of revenue related to amounts that were previously included in deferred revenue at the beginning of the period. Deferred revenue fluctuates over time due to changes in the timing of payments received from customers and revenue recognized for services provided.
Revenue related to remaining performance obligations represents the amount of contracted development arrangements that has not been recognized, which includes deferred revenue on the condensed consolidated balance sheet that will be recognized as revenue and unbilled amounts that will be billed per contractual billing schedules in the future. As of September 30, 2026, the amount of performance obligations that have not been recognized as revenue was $1,688, of which approximately 100% is expected to be recognized as revenue over the next 12 months. This amount excludes the value of remaining performance obligations for contracts with an original expected length of one year or less. Variable consideration that has been constrained is excluded from the amount of performance obligations that have not been recognized.
Concentrations
One customer accounted for 12% of the Company’s total revenue for both the three and nine months ended September 30, 2026. No customers accounted for more than 10% of the Company’s total revenue for the three and nine months ended September 30, 2025.
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There was one customer that represented 10% of accounts receivable at September 30, 2026. Two large customers represented 11% and 10% of accounts receivable at December 31, 2025.
Stock compensation expense is recorded in cost of goods sold, research and development, and general and administrative expenses based on the classification of the work performed by the grantees.
The following table sets forth the share-based compensation for the periods presented:
840
620
1,683
1,115
13,622
11,272
35,997
31,586
8,516
6,480
22,367
17,442
455
22,978
18,372
Total stock compensation expense for the three months ended September 30, 2026 and 2025 above included an accrual of $3,500 and $6,534 that represents awards issuable upon distribution of the Company's annual incentive plan. Stock compensation expense for the nine months ended September 30, 2026 and 2025 included $3,500 and $14,168, respectively, related to awards issuable upon distribution of the Company's annual incentive plans.
Basic and diluted net loss per common share was calculated as follows:
Numerator:
Net loss attributable to common stockholders — basic
Denominator:
Weighted average shares outstanding — basic
Weighted average common shares outstanding—diluted
Net loss per share attributable to common shares— basic
Net loss per share attributable to common shares— diluted
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The Company’s potentially dilutive securities, which include unvested Class B units, unvested phantom units, unvested restricted stock units, convertible Class V common shares, unexercised options, earn-out shares, escrow shares, and convertible debt have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. The 2029 Notes Capped Call Transactions were excluded from the calculation of dilutive potential common shares as their effect is anti-dilutive. For the three and nine months ended September 30, 2026 and 2025, the weighted average number of shares outstanding used to calculate both basic and diluted net loss per share attributable to common shares is the same because the Company reported a net loss for each of these periods and the inclusion of potential common shares would have been anti-dilutive. The Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to stockholders for the periods indicated as their inclusion would have had an anti-dilutive effect:
Unvested Restricted stock units
18,192,318
17,640,004
Convertible Class V common shares
Unexercised options
61,461
Earn-out Shares
5,000,000
Escrow Shares
1,725,000
2027 Convertible notes into Class A common shares
3,005,259
15,026,297
2029 Convertible notes into Class A common shares
42,524,208
2031 Convertible notes into Class A common shares
44,045,470
127,936,806
99,198,221
The Company is subject to U.S. federal and state taxes with respect to our allocable share of any taxable income or loss of ADK LLC, as well as any stand-alone income or loss the Company generates. ADK LLC is treated as a partnership for U.S. income tax purposes and for most applicable state and local income tax purposes and generally does not pay income taxes in most jurisdictions. Instead, ADK LLC’s taxable income or loss is passed through to its members, including us. Despite its status as a partnership in the United States, ADK LLC’s foreign subsidiaries are taxable entities operating in foreign jurisdictions. As such, these foreign subsidiaries record a tax expense or benefit in jurisdictions where a valuation allowance has not been recorded.
The Company's effective tax rate in 2026 will differ from the U.S. federal statutory rate primarily due to changes in valuation allowance, tax expense or benefit in foreign jurisdictions taxed at different tax rates, and changes in noncontrolling interest.
Based primarily on the Company's limited operating history and ADK LLC’s historical domestic losses, the Company believes there is significant uncertainty as to when the Company will be able to use its domestic, federal and state, deferred tax assets (“DTAs”). Therefore, the Company has recorded a valuation allowance against these DTAs for which it has concluded that it is not more likely than not that these will be realized.
As part of reverse capitalization, the Company entered into Tax Receivable Agreements (“TRAs”) with certain shareholders that will represent approximately 85% of the calculated tax savings based on the portion of basis adjustments on future exchanges of ADK LLC units and other carryforward attributes assumed that the Company anticipates to be able to utilize in future years. Through September 30, 2026, there have been exchanges of units that would generate a DTA; however, as there is a full valuation allowance on the related DTA, the Company has not recorded a liability under the TRAs.
The Company recorded a benefit (provision) for income taxes of $(535) and $363 for the three months ended September 30, 2026 and 2025, respectively. The Company recorded a benefit (provision) for income taxes of $232 and $(258) for the nine months ended September 30, 2026 and 2025, respectively. Income tax benefit for the three and nine months ended September 30, 2026 is primarily related to the Company’s foreign operations. Income tax provision for the three and nine months ended September 30, 2025 is primarily related to the Company’s foreign operations.
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Litigation
From time to time, the Company may be a party to routine claims or litigation matters that arise in the ordinary course of its business. These may include disputes and lawsuits related to intellectual property, mergers and acquisitions, licensing, contract law, tax, regulatory, distribution arrangements, employee relations and other matters. Periodically, the Company reviews the status of these matters and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and a range of possible losses can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based only on the best information available at the time. As additional information becomes available, the Company continues to reassess the potential liability related to pending claims and litigation and may revise estimates.
Royalty Agreement
The Company has entered into license agreements to use certain technology in its design and manufacture of its products. The agreements require royalty fees for each semiconductor sold using the licensed technology. Total royalty expense incurred in connection with these contracts during the three months ended September 30, 2026 and 2025 was $868 and $189, respectively. Total royalty expense incurred in connection with these contracts during the nine months ended September 30, 2026 and 2025 was $2,258 and $1,463, respectively. These expenses are included in Cost of goods sold in the condensed consolidated statements of operations. Accrued royalties of $377 and $169 are included in Accrued expenses and other current liabilities in the Company’s condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025, respectively.
Tax Distributions
To the extent the Company has funds legally available, the Board of Directors will approve distributions to each member of ADK LLC, prior to March 15 of each year, in an amount per unit that, when added to all other distributions made to such member with respect to the previous calendar year, equals the estimated federal and state income tax liabilities applicable to such member as the result of its, his or her ownership of the units and the associated net taxable income allocated with respect to such units for the previous calendar year. There were no distributions approved by the Board of Directors or paid by the Company during the three and nine months ended September 30, 2026 and 2025.
Accrued expenses and other current liabilities consist of the following:
Deferred revenue
Accrued taxes
2,236
4,858
Accrued interest
3,275
1,396
Operating lease liabilities, current
3,441
3,227
Holdbacks and deferred payments for business combinations
2,000
1,720
Accrued royalties
377
169
Other (1)
10,807
8,801
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The Company designs, develops, manufactures and markets a broad range of integrated circuits ("ICs"). It operates and tracks its results in one reportable segment. indie’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM utilizes financial information presented on a consolidated basis to assess performance and to make key operating decisions such as the determination of resource allocations. The CODM also utilizes the Company’s consolidated long-range plan, which includes product development roadmaps and long-range consolidated financial models, as a key input to resource allocation. The CODM also makes decisions on resource allocation, assesses performance of the business, and monitors budget versus actual results using consolidated operating income (loss) from operations. The CODM does not review any measures of financial results beyond what is presented in the accompanying statement of operations.
Significant expenses within income (loss) from operations include cost of revenue, research and development, and selling, general, and administrative expenses, which are each separately presented on the Company’s condensed consolidated statement of operations. The Company’s long-lived assets consist primarily of property, plant and equipment, net and right-of-use assets.
19. Divestiture of Wuxi
On October 27, 2025, the Company, through its subsidiary Ay Dee Kay, LLC, entered into an Asset Purchase Agreement (the “Wuxi Agreement”) with United Faith Auto-Engineering Co., Ltd., a publicly-listed company in the People’s Republic of China (“United Faith”), pursuant to which indie has agreed to sell ADK’s entire 34.38% of the outstanding equity interest in Wuxi indie Microelectronics Technology Co., Ltd., a Chinese entity (“Wuxi”) to United Faith (the “Wuxi Divestiture”).
Pursuant to the Wuxi Agreement, subject to the satisfaction of closing conditions and receipt of all required regulatory approvals, United Faith will purchase all of ADK’s outstanding equity interest in Wuxi for a total gross transaction consideration of RMB 960,834, or approximately $134,893 (based on the exchange rate in effect on October 24, 2025), payable in cash to ADK, net of applicable local taxes.
The Wuxi Agreement contains certain customary representations, warranties and covenants. The representations and warranties of parties under the Wuxi Agreement will not survive closing, and there is no post-closing indemnification arrangement for breaches of representations, warranties or covenants. The Wuxi Agreement’s covenants include obligations of (i) ADK to assist Wuxi to maintain its ordinary course of business operations during the period between signing the Wuxi Agreement and closing the Wuxi Divestiture, (ii) United Faith to use reasonable best efforts to obtain its shareholder approval of the purchase of all of the outstanding equity of Wuxi (the “Whole Transaction”), (iii) both ADK and United Faith to use reasonable best efforts to cooperate with Wuxi to prepare documents and make all filings necessary to complete the Wuxi Divestiture, and (iv) both parties to register the Wuxi Divestiture and the Whole Transaction with the relevant authorities, as may be applicable.
The Wuxi Agreement also contains customary closing conditions, including (i) receipt of shareholder approval of the Whole Transaction by United Faith’s shareholders and (ii) the receipt of all required regulatory approvals of the Whole Transaction, including approval by the Shenzhen Stock Exchange and the China Securities Regulatory Commission.
The Wuxi Agreement may be terminated prior to closing (i) upon mutual agreement by both parties, (ii) by ADK, should United Faith fail to obtain its shareholder approval of the Whole Transaction, (iii) by ADK, should United Faith fail to obtain all necessary regulatory approvals for the Whole Transaction within eighteen (18) months of the signing date, (iv) by either party, should the other party materially breach any representation, warranty or covenant in the Wuxi Agreement; and (v) by either party, upon the occurrence of a Force Majeure (as such term is defined in the Wuxi Agreement) which effects continue for thirty (30) days or more, rendering a party unable to continue performance under the Wuxi Agreement.
The Wuxi Divestiture has been approved by the Boards of Directors of both indie and United Faith.
Wuxi’s product lines have become increasingly commoditized and are diverging from the Company’s ADAS-focused technology roadmap. This potential divestiture enables the Company to exit these non-core products and reallocate capital towards higher-growth ADAS technologies. Further, upon completion of this potential divestiture, the Company will be released from its conditional
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obligation to exchange shares of Wuxi for the Company’s Class A common stock, as the existing shareholders of the Wuxi subsidiary will tender their interests in the current entity in exchange for equity in a publicly traded company in China, leaving no remaining equity interests subject to the prior exchange arrangement.
During the period between entering into the Wuxi Agreement and prior to closing the Wuxi Divestiture, the Wuxi Divestiture will meet the criteria to be reported as discontinued operations when indie determines that it is probable that United Faith will receive all necessary local regulatory approvals within the requisite period under applicable accounting guidance. Upon the completion of this potential Wuxi Divestiture, indie will fully deconsolidate the financial results of Wuxi and in return, recognize a pre-tax gain/loss, which would be presented in indie’s then consolidated statements of operations. For the three months ended September 30, 2026 and 2025, Wuxi accounted for 42% and 43% of indie’s consolidated revenue, respectively and approximately 11% and 11% of indie’s consolidated operating expenses, respectively. For the nine months ended September 30, 2026 and 2025, Wuxi accounted for 42% and 40% of indie’s consolidated revenue, respectively, and approximately 12% and 12% of indie’s consolidated operating expenses, respectively. Further, as of September 30, 2026 and December 31, 2025, Wuxi accounted for approximately 14% and 12% of indie’s consolidated total assets, respectively, and approximately 6% and 3% of indie's consolidated total liabilities, respectively. Following any deconsolidation of Wuxi, indie will no longer include any financial results of Wuxi in its future consolidated financial statements.
indie cannot provide any assurance regarding the timing for the completion of the Wuxi Divestiture, that the closing conditions of the Wuxi Divestiture, including, but not limited to, approval of the Whole Transaction by United Faith shareholders and receipt of all required regulatory approvals, will be satisfied, or that the Wuxi Divestiture will be completed.
As of November 6, 2026, management determined that the Wuxi Divestiture has not met the requisites under applicable accounting guidance to be presented as discontinued operations within indie's condensed consolidated financial statements.
20. Subsequent Events
For its condensed consolidated financial statements as of September 30, 2026, management reviewed and evaluated material subsequent events from the condensed consolidated balance sheet date of September 30, 2026 through November 6, 2026, the date the condensed consolidated financial statements were issued.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Throughout this section, unless otherwise noted, “indie” refers to indie Semiconductor, Inc. and its consolidated subsidiaries.
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. You should read this discussion and analysis in conjunction with the accompanying unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Form 10-Q. Certain amounts may not foot due to rounding. This discussion and analysis contains forward-looking statements. See “Forward-Looking Statements.” We urge you to consider the risks and uncertainties discussed in our Annual Report on Form 10-K for the Fiscal Year ended December 31, 2025, including, but not limited to, those described under the sections entitled “Risk Factors” and in the other documents we have filed with the SEC in evaluating our forward-looking statements. We assume no obligation to update any of these forward-looking statements, except as required by law. Actual results may differ materially from those contained in any forward-looking statements.
OUR COMPANY
indie offers highly innovative, high-performance and energy-efficient mixed-signal system-on-chips (“SoCs”) and system solutions for Advanced Driver Assistance Systems (“ADAS”) in addition to adjacent industrial applications. Our sensors span all major modalities, including Radar, LiDAR, Ultrasound and Computer Vision, while our embedded system control, power management, and interfacing solutions are accelerating the proliferation of automated vehicle safety features. We are an approved vendor to Tier 1 automotive suppliers and our platforms can be found in marquee automotive manufacturers around the world. Headquartered in Aliso Viejo, California, indie has design centers and sales offices in San Jose, California; Cordoba, Argentina; Dresden, Frankfurt an der Oder, Munich and Nuremberg, Germany; Edinburgh, Scotland; Vienna, Austria; Schlieren, Switzerland; Rabat, Morocco; Haifa, Israel; Quebec City and Toronto, Canada; Seoul, South Korea; Tokyo, Japan; and several locations throughout China.
We maintain design centers for our semiconductor engineers and designers in the United States, Argentina, Canada, Germany, Scotland, Austria, Morocco, Israel, Switzerland and China. We engage subcontractors to manufacture our products. These subcontractors, as well as the majority of our customers’ locations, are primarily in Asia. For the nine months ended September 30, 2026 and 2025, approximately 71% and 60%, respectively, of our product revenues were recognized for shipments to customer locations in Asia.
On August 26, 2022, we entered into an At Market Issuance Agreement (“ATM Agreement”) with B. Riley Securities, Inc., Craig-Hallum Capital Group LLC and Roth Capital Partners, LLC (collectively as “Sales Agents”) relating to shares of our Class A common stock, par value $0.0001 per share (the “Class A common stock”). In accordance with the terms of the ATM Agreement, we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $150.0 million from time to time through the Sales Agents, acting as the Company’s agent or principal. The ATM Agreement was previously registered on our registration statement on Form S-3 (Registration No.333-267120), which expired on September 7, 2025. Prior to its expiration, on August 29, 2025, we filed with the SEC a prospectus supplement to our automatic shelf registration on Form S-3ASR (Registration No. 333-285653) to register the offering of the unsold securities of $59.8 million pursuant to the ATM Agreement. We implemented and renewed this program for the flexible access that it provides to the capital markets. As of September 30, 2026, we have raised gross proceeds of $98.8 million, issued 13,891,889 shares of Class A common stock at an average per-share sales price of $7.11 through this program, incurred issuance costs of $2.1 million and had approximately $51.2 million available for future issuances under the ATM Agreement. During both the three and nine months ended September 30, 2026, we raised gross proceeds of $8.6 million and issued 2,752,905 shares of Class A common stock at an average sales price of $3.13 per share. During both the three and nine months ended September 30, 2025, there was no ATM Agreement related activity. For both the three and nine months ended September 30, 2026, we incurred total issuance costs of $0.2 million.
Potential Divestiture of Wuxi
In May 2025, indie entered into a non-binding agreement with United Faith Auto-Engineering Co., Ltd., a publicly-listed company in the People’s Republic of China (“United Faith”), to sell up to all of our 34.38% equity interest in Wuxi indie Microelectronics Technology Co., Ltd., a Chinese entity (“Wuxi”). On October 27, 2025, we entered into an Asset Purchase Agreement (the "Wuxi Agreement") through Ay Dee Kay, LLC ("ADK"), pursuant to which we have agreed to sell ADK's entire equity interest in Wuxi to United Faith (the “Wuxi Divestiture”).
Pursuant to the Wuxi Agreement, subject to the satisfaction of closing conditions and receipt of all required regulatory approvals, United Faith will purchase all of ADK’s outstanding equity interest in Wuxi for a total gross transaction consideration of RMB 960,834,355, or approximately $135 million (based on the exchange rate in effect on October 24, 2025), payable in cash to ADK, net of applicable local taxes.
Wuxi’s product lines have become increasingly commoditized and are diverging from our ADAS-focused technology roadmap. This potential divestiture enables us to exit these non-core products and reallocate capital towards higher-growth ADAS technologies. Further, upon completion of this potential divestiture, we will be released from our conditional obligation to exchange shares of the China subsidiary for our Class A common stock, as the existing shareholders of the Wuxi subsidiary will tender their interests in the current entity in exchange for equity in a publicly traded company in China, leaving no remaining equity interests subject to the prior exchange arrangement.
During the period between entering into the Wuxi Agreement and prior to closing the Wuxi Divestiture, the Wuxi Divestiture will meet the criteria to be reported as discontinued operations when indie determines that it is probable that United Faith will receive all necessary local regulatory approvals within the requisite period under applicable accounting guidance. Upon the completion of this potential Wuxi Divestiture, indie will fully deconsolidate the financial results of Wuxi and in return, recognize a pre-tax gain/loss, which would be presented in indie’s then consolidated statements of operations. For the three months ended September 30, 2026 and 2025, Wuxi accounted for 42% and 43% of indie’s consolidated revenue, respectively, and approximately 11% and 11% of indie’s consolidated operating expenses, respectively. For the nine months ended September 30, 2026 and 2025, Wuxi accounted for 42% and 40% of indie’s consolidated revenue, respectively, and approximately 12% and 12% of indie’s consolidated operating expenses, respectively. Further, as of September 30, 2026 and December 31, 2025, Wuxi accounted for approximately 14% and 12% of indie’s consolidated total assets, respectively, and approximately 6% and 3% of indie's consolidated total liabilities, respectively. Following any deconsolidation of Wuxi, we will no longer include any financial results of Wuxi in our future consolidated financial statements.
As of both September 30, 2026 through November 6, 2026, we determined that the Wuxi Divestiture has not met the requirements under applicable accounting guidance to be presented as discontinued operations within our consolidated financial statements.
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Further, we cannot provide any assurance regarding the timing for the completion of the Wuxi Divestiture, that the closing conditions of the Wuxi Divestiture, including, but not limited to, approval of the Whole Transaction by United Faith shareholders and receipt of all required regulatory approvals, will be satisfied, or that the Wuxi Divestiture will be completed.
Acquisition of CMOS Imaging Sensor Business
On November 4, 2026, the Acquisition received all requisite regulatory approvals. Closing remains subject to customary closing conditions and is expected to complete in the fourth quarter of 2026. As of November 6, 2026, the Company has not yet closed the Acquisition.
On September 26, 2025 (the “emotion3D Closing Date”), Ay Dee Kay Ltd. (“indie UK”) completed its acquisition of emotion3D GmbH (“emotion3D”). The acquisition was consummated pursuant to a Share Purchase Agreement whereby indie UK acquired all of the outstanding common shares of emotion3D. The aggregate consideration for the emotion3D acquisition consisted of (i) $17.7 million in cash as the initial cash consideration (including debt paid at closing and net of cash acquired); (ii) certain contingent consideration with a total fair value of $6.2 million at closing, payable in cash or Class A common stock at indie's sole discretion, subject to emotion3D's achievement of certain revenue-based milestones through February 28, 2027; and (iii) certain holdbacks and adjustments totaling $3.0 million subject to final release 24 months from the emotion3D Closing Date.
Impact of Macroeconomic Conditions
Current and continued inflationary conditions have led, and may continue to lead to, rising prices or rising interest rates, which has had, and may continue to have, a dampening effect on overall economic activity and consumer demand for automotive products. There continues to be uncertainty regarding overall macroeconomic conditions, including increased geopolitical tensions, risk of recessions, and the effects of current global trade policies, including tariffs.
The institution of trade tariffs both globally and between the United States and China specifically carries the risk of negatively affecting China’s overall economic condition, which could have a negative impact on us and our operations in China. For example, China has responded with tariffs on certain U.S. goods. While we are still evaluating the potential impacts of these proposed tariffs, as well as our ability to mitigate their related impacts, these tariffs may adversely impact our revenue and cost of goods sold in the United States. The institution of trade tariffs both globally and between the United States and China specifically carries the risk of negatively affecting China’s overall economic condition, which could have a negative impact on us as we have significant operations in China. Furthermore, the imposition of tariffs may cause a decrease in the sales of products to customers located in China, other customers selling to Chinese end users, or other global customers which could materially and adversely affect our business, financial condition and results of operations. The ultimate impact of any tariffs will depend on various factors, including if any tariffs are ultimately implemented, the timing of implementation, and the amount, scope and nature of the tariffs. For additional information,
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refer to Part I, Item 1A of our 2025 Annual Report on Form 10-K for the fiscal year ended December 31, 2025, including the risk factor titled “If significant tariffs or other trade restrictions are placed on our products or third-party suppliers, or if we become subject to expanded export controls or trade restrictions, our revenue and results of operations may be materially harmed.”
Additionally, the ongoing conflicts in the Middle East and the implications of these events have created global political and economic uncertainty. We are closely monitoring developments, including any potential impact to our business, customers, suppliers, our employees and operations in Israel, the Middle East and elsewhere. At this time, the impact to indie is subject to change given the volatile nature of the situation.
Refer to Part I, Item 1A of our 2025 Annual Report on Form 10-K for the fiscal year ended December 31, 2025, under the heading “Risk Factors” for more information on our risks and uncertainties.
OPERATING RESULTS
Comparison of the Three Months Ended September 30, 2026 and 2025
Revenue
Three Months Ended September 30,
(in thousands)
% ofRevenue
$ Change
% Change
96
95
16,418
147
100
16,565
Revenue for the three months ended September 30, 2026 was $70.2 million, compared to $53.7 million for the three months ended September 30, 2025, an increase of $16.6 million, which was primarily driven by a $16.4 million increase in product revenue and a $0.1 million increase in contract revenue. The increase in product revenue was due primarily to an increase in volume of products sold, offset by a change in average selling price.
Operating Expenses
$Change
%Change
68
60
15,701
57
71
2,360
39
201
-
0
(1,042
(100
)%
156
171
17,220
Cost of goods sold for the three months ended September 30, 2026 was $47.9 million, compared to $32.2 million for the three months ended September 30, 2025. The increase of $15.7 million or 49% was primarily due to $10.3 million increase in volume of products sold as indicated above and an increase of $2.6 million due to change in product mix. Further, for the three months ended September 30, 2026 and 2025, total amortization of acquired intangible assets included in cost of goods sold were $6.1 million and $4.3 million, respectively, which resulted in an increase of approximately $1.8 million.
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Research and development expense for the three months ended September 30, 2026 was $40.3 million, compared to $38.0 million for the three months ended September 30, 2025. The increase of $2.4 million or 6% was primarily due to a $2.4 million increase in share-based compensation expense and an increase of $1.2 million in other personnel related costs, both due to the acquisition of emotion3D in September 2025, partially offset by a $1.1 million decrease in program and outside professional service expenses in connection with the 2025 Restructuring plan. We expect research and development expense to stabilize over time.
Selling, general and administrative expense for the three months ended September 30, 2026 was $21.0 million compared to $20.8 million for the three months ended September 30, 2025. The increase of $0.2 million or 1% was primarily due to an increase in share-based compensation due to the acquisition of emotion3D in September 2025, offset by a $1.3 million decrease in third party professional fees and business expenses. We expect selling, general, and administrative expense to stabilize over time.
Restructuring costs for the three months ended September 30, 2025 were $1.0 million due to the 2025 Restructuring Plan initiated in May 2025.
Other income (expense), net
(777
(47
(373
Gain from change in fair value of contingent considerations
4,314
71900
Other expense
(823
2939
2,341
(86
Interest income for the three months ended September 30, 2026 was $0.9 million, compared to $1.7 million for the three months ended September 30, 2025. Interest income decreased in the current period primarily as a result of a lower average cash balance available for interest-earning compared to the same period in prior year.
Interest expense for the three months ended September 30, 2026 was $4.7 million, compared to $4.3 million for the three months ended September 30, 2025.
For the three months ended September 30, 2026, we recognized a net gain from change in fair value of our contingent considerations of $4.3 million, attributed to a net realized gain for the contingent considerations related to the emotion3D acquisition. During the three months ended September 30, 2025, the change in fair value for contingent considerations and acquisition-related holdbacks was de minimis.
Other income (expense) for the three months ended September 30, 2026 and 2025 was $0.9 million and $28.0 thousand, respectively. Other income (expense) relates primarily to the realized and unrealized foreign currency gains and losses during the period, which was primarily driven by a net loss of $0.5 million and $0.1 million for the three months ended September 30, 2026 and 2025, respectively, related to the change in fair value of our currency forward contracts entered during the periods.
Income Taxes
Income tax provision for the three months ended September 30, 2026 is primarily related to our foreign operations. Income tax benefit for the three months ended September 30, 2025 is primarily related to our foreign operations and a nonconsolidated U.S. subsidiary.
Refer to Note — 15, Income Taxes in our accompanying unaudited condensed consolidated financial statements for additional detail.
Comparison of the Nine Months Ended September 30, 2026 and 2025
Nine Months Ended September 30,
28,352
1,968
30,320
Revenue for the nine months ended September 30, 2026 was $189.7 million, compared to $159.4 million for the nine months ended September 30, 2025, an increase of $30.3 million, which was primarily driven by a $28.4 million increase in product revenue and a $2.0 million increase in contract revenue. The increase in product revenue was due primarily to an increase in volume of products sold, partially offset by a change in product mix and average selling price.
59
28,782
62
74
(1,890
(2
4,257
(8,149
160
175
23,000
Cost of goods sold for the nine months ended September 30, 2026 was $123.2 million, compared to $94.4 million for the nine months ended September 30, 2025. The increase of $28.8 million or 30% was primarily due to an increase of $23.6 million in volume of products sold, $0.9 million due to an increase in cost of materials and partially offset by a decrease of $0.7 million resulting from change in product mix. Further, for the nine months ended September 30, 2026 and 2025, total amortization of acquired intangible assets included in cost of goods sold were $16.2 million and $12.3 million, respectively, which resulted in an increase of approximately $3.9 million.
Research and development expense for the nine months ended September 30, 2026 was $116.7 million, compared to $118.6 million for the nine months ended September 30, 2025. The decrease of $1.9 million or 2% was primarily due to a $5.0 million decrease in program and outside professional service expenses in connection with the 2025 Restructuring Plan, offset by a $4.0 million increase in share-based compensation expense. We expect research and development expense to stabilize over time.
Selling, general and administrative expense for the nine months ended September 30, 2026 was $62.8 million compared to $58.5 million for the nine months ended September 30, 2025. The increase of $4.3 million or 7% was primarily due to a $5.4 million increase in share-based compensation expense, partially offset by a $2.1 million decrease in personnel costs. We expect selling, general, and administrative expense to stabilize over time.
Restructuring costs for the nine months ended September 30, 2025 were $8.1 million due to the 2025 Restructuring Plan.
(3,180
(52
(361
(1,852
(38
(6,279
(239
(2,637
(345
(14,309
(1372
Interest income for the nine months ended September 30, 2026 was $3.0 million, compared to $6.1 million for the nine months ended September 30, 2025. Interest income decreased in the current period primarily as a result of a lower average cash balance available for interest-earning compared to the same period in prior year.
Interest expense for the nine months ended September 30, 2026 and 2025 was $13.8 million and $13.4 million, respectively.
For the nine months ended September 30, 2026, we recognized a net gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $3.0 million, attributed to a net realized gain for the contingent considerations related to the emotion3D acquisition. During the nine months ended September 30, 2025, we recognized a net gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $4.9 million. The net gain is primarily attributed to a net unrealized gain of $0.6 million and $1.6 million for the contingent considerations related to our acquisitions of Exalos AG and Kinetic Technologies LLC (“Kinetic”), respectively, and a net realized gain of $2.7 million for the acquisition-related holdbacks related to our acquisition of GEO Semiconductor Inc.
For the nine months ended September 30, 2026, loss from extinguishment of debt of $3.7 million resulted from the repurchase of our 4.50% Convertible Senior Notes due 2027 (the “2027 Notes”) in March 2026. For the nine months ended September 30, 2025, gain from extinguishment of debt of $2.6 million resulted from the repurchase of our 2027 Notes in June 2025 (see Note 7 — Debt for additional discussion of the transaction related to the 2027 Notes).
Other income (expense) for the nine months ended September 30, 2026 and 2025 was $(1.9) million and $0.8 million, respectively. Other expense relates primarily to the realized and unrealized foreign currency gains and losses during the period, which was primarily driven by a net loss of $1.3 million and a net gain of $1.3 million for the nine months ended September 30, 2026 and 2025, respectively, related to the change in fair value of our currency forward contracts entered during the periods.
Income tax benefit for the nine months ended September 30, 2026 is primarily related to our foreign operations. Income tax provision for the nine months ended September 30, 2025 is primarily related to our foreign operations and a nonconsolidated U.S. subsidiary.
Liquidity and Capital Resources
Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures, working capital requirements related to inventory, accounts payable and general and administrative expenditures. In addition, from time to time, we use cash to fund our mergers and acquisitions, purchases of various capital, intellectual property and software assets and scheduled repayments for outstanding debt obligations. Our immediate sources of liquidity are cash, cash equivalents and funds anticipated to be generated from our operations, and available borrowings under our revolving credit facility and the issuance of Class A common stock under the ATM Agreement. We believe these sources of liquidity will be sufficient to meet our liquidity
40
needs for at least the next 12 months. Our future capital requirements may vary from those currently planned and will depend on many factors, including our rate of sales growth, the timing and extent of spending on various business initiatives, including potential merger and acquisition activities, our international expansion, the timing of new product introductions, market acceptance of our solutions, and overall economic conditions including the potential impact of global supply imbalances, rising interest rates, inflationary pressures, and volatility in the global financial markets. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. We have cash deposits with large financial institutions that have stable outlooks and credit ratings as of November 6, 2026. These cash deposits may exceed the insurance provided on such deposits. As part of our cash management strategy going forward, we concentrate cash deposits with large financial institutions that are subject to regulation and maintain deposits across diverse retail banks.
Historically, we derive liquidity primarily from debt and equity financing activities as we have historically had negative cash flows from operations. On August 26, 2022, we entered into the ATM Agreement with the Sales Agents relating to shares of our Class A common stock. In accordance with the terms of the ATM Agreement, we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $150.0 million from time to time through the Sales Agents, acting as our agent or principal. The ATM Agreement was previously registered on our registration statement on Form S-3 (Registration No. 333-267120), which expired on September 7, 2025. Prior to its expiration, on August 29, 2025, we filed with the SEC a prospectus supplement to our automatic shelf registration on Form S-3ASR (Registration No. 333-285653) to register the offering of the unsold securities of $59.8 million pursuant to the ATM Agreement. We implemented and renewed this program for the flexible access it provides to the capital markets. During both the three and nine months ended September 30, 2026, we raised gross proceeds of $8.6 million and issued 2,752,905 shares of Class A common stock at an average sales price of $3.13 per share. For both the three and nine months ended September 30, 2026, we incurred total issuance costs of $0.2 million. As of September 30, 2026, and since the inception of the program, we have raised gross proceeds of $98.8 million and issued 13,891,889 shares of Class A common stock at an average per-share sales price of $7.11 through this program and had approximately $51.2 million available for future issuances under the ATM Agreement. As of September 30, 2026, we have incurred total issuance costs of $2.1 million since inception.
On March 29, 2025, the Company entered into a revolving line of credit agreement with Wells Fargo Bank, National Association (“Wells Fargo”) with a credit limit of $10.0 million, bearing interest at the Secured Overnight Financing Rate (“SOFR”) plus 1.75%. The outstanding principal balance was due and payable in full on March 27, 2026. This revolving line of credit was renewed on March 27, 2026, and the outstanding principal balance is due and payable in full on March 27, 2027. Interest is payable monthly beginning on May 1, 2026 through the maturity date. Fees of $50 thousand incurred will be amortized over the life of the credit agreement. This line of credit required us to collateralize a cash balance equal to the total outstanding balance in a cash security account with Wells Fargo.
In June 2025, we entered into several separate, privately negotiated purchase agreements to repurchase $30.0 million in aggregate principal amount of our 2027 Notes at a discount. The repurchase was funded by cash on hand and accounted for as an extinguishment of debt. Concurrent with the repurchase, we repaid $0.1 million of accrued interest associated with the repurchased principal. Upon completion of this repurchase, $130.0 million principal amount of the 2027 Notes remains outstanding. Refer to Note 7 — Debt in our accompanying unaudited condensed consolidated financial statements for additional detail.
On September 26, 2025, we completed the acquisition of emotion3D, whereby indie UK acquired all of the outstanding common shares of emotion3D. The closing consideration consisted of (i) $17.7 million in cash as the initial cash consideration (including debt paid at closing and net of cash acquired); (ii) certain contingent considerations with total fair value of $6.2 million, payable in cash or Class A common stock at indie's sole election, subject to emotion3D's achievement of certain revenue-based milestones through February 28, 2027; and (iii) certain holdbacks and adjustments totaling $3.0 million subject to final release 24 months from September 26, 2025.
On March 6, 2026, we issued $170.5 million in aggregate principal amount of our 4.00% Convertible Senior Notes which are due March 2031 (the “2031 Notes”). The 2031 Notes will be convertible into cash, shares of common stock or a combination of cash and common stock at our election. In connection with the 2031 Notes, we entered into several separate, privately negotiated purchase agreements to repurchase $104.0 million in aggregate principal amount of our 2027 Notes at a premium for a total of $106.4 million. The repurchase was funded by the proceeds from the 2031 Notes. Concurrent with the repurchase, we repaid $1.4 million of accrued
41
interest associated with the repurchased principal. Upon completion of this repurchase, $26.0 million principal amount of the 2027 Notes remains outstanding. Refer to Note 7 — Debt in our accompanying unaudited condensed consolidated financial statements for additional detail.
On August 18, 2026, Wuxi entered into a short-term loan agreement with China CITIC Bank (“CITIC”) with an aggregate principal balance of CNY30,000, (or approximately $4,449) bearing interest of 2.23% per annum and maturing on August 10, 2027. Interest is payable monthly through the maturity date.
On August 20, 2026, Wuxi entered into a short-term loan agreement with Bank of Ningbo (“Ningbo”) with an aggregate principal balance of CNY30,000, (or approximately $4,461) bearing interest of 2.50% per annum and maturing on August 20, 2027. Interest is payable quarterly through the maturity date.
On September 21, 2026, Wuxi entered into a short-term loan agreement with China Merchants Bank (“Merchants”) with an aggregate principal balance of CNY30,000, (or approximately $4,480) bearing interest of 2.25% per annum and maturing on September 13, 2027. Interest is payable quarterly through the maturity date.
As of September 30, 2026, our balance of cash and cash equivalents, including restricted cash, was $144.3 million.
The following table summarizes our condensed consolidated cash flows for the nine months ended September 30, 2026 and 2025:
Change
(30,604
72
23,194
(77
Net cash (used in) provided by financing activities
107,300
(299
Operating Activities
Our primary use of cash is to fund operating expenses, which consists primarily of research and development expenditures, working capital requirements related to inventory, accounts payable and general and administrative expenditures.
For the nine months ended September 30, 2026, net cash used in operating activities was $73.4 million, which included net loss of $126.0 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash increases primarily consisted of loss from extinguishment of debt of $3.7 million, $60.0 million in share-based compensation expense and $33.4 million in depreciation and amortization, offset by non-cash decreases of $1.8 million of net gains resulting from a change in fair value for contingent considerations and currency forward contracts. Changes in operating assets and liabilities from operations used $48.1 million of cash, primarily driven by an increase in inventory and accounts receivable, offset by an increase in accounts payable and accrued expenses and other current liabilities.
Cash used in operating activities during the nine months ended September 30, 2025 was $42.8 million, which included net loss of $119.5 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash decreases primarily consisted of $6.2 million of net gains resulting from a change in fair value for contingent considerations and currency forward contracts, non-cash gain from extinguishment of debt of $2.6 million, and non-cash increases consisted of $50.6 million in share-based compensation expense and $30.4 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $4.7 million of cash, primarily driven by a decrease in accounts payable and an increase in prepaid expenses and other current assets, offset by a decrease in inventory, and an increase in accrued wages and related costs.
Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2026 and 2025 was $7.0 million and $30.2 million, respectively. During the period ended September 30, 2026, the decrease in cash was due to the purchase of capital expenditures. During the period ended September 30, 2025, cash used in investing activities included $17.7 million of cash paid at closing for the
42
emotion3D acquisition, net of cash acquired, as well the purchase of capital expenditures for $12.5 million. We expect that we will make additional capital expenditures in the future, including licenses to various intangible assets, in order to support the future growth of our business.
Financing Activities
Net cash provided by financing activities for the nine months ended September 30, 2026 was $71.4 million, which was primarily attributed to $165.8 million net proceeds from the 2031 Notes and $13.2 million net proceeds from Wuxi short term loans. We also received $8.6 million of net proceeds from the issuance of Class A common stock under the ATM Agreement. These proceeds were partially offset by $106.4 million of payments for repurchase of the 2027 Notes, $5.5 million of payments on financed software, and $1.4 million payments on a term loan.
Net cash used in financing activities for the nine months ended September 30, 2025 was $35.9 million, which was primarily attributed to $26.8 million payments for repurchase of the 2027 Notes, $5.8 million of payments on financed software, and $2.5 million of payment in connection with the first contingent consideration under the Kinetic acquisition.
Future Material Cash Obligations
Following is a summary of our material cash requirements from known contractual and other obligations, including commitments for capital expenditures, as of September 30, 2026:
Future Estimated Cash Payments Due by Period
Contractual Obligations
Less than1 year
1 - 3 years
3-5 years
>5 years
Debt obligations
26,076
389,000
Interest on debt obligations
15,638
29,081
11,539
56,258
Operating leases
843
6,988
4,345
2,141
14,317
Holdbacks payable in cash
Total contractual obligations
44,557
62,069
404,884
513,651
In connection with our acquisitions (see subheading titled Liquidity and Capital Resources — Acquisitions above), we may be required to make future payments or issue additional shares of our common stock to satisfy certain earn-out requirements under the acquisition agreements. In addition, the obligations above do not include any commitments related to pending acquisitions that have not yet closed, see Note 1 — Nature of the Business and Basis of Presentation for additional information regarding pending acquisitions.
Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments in applying our most critical accounting policies that can have a significant impact on the results we report in our financial statements. The SEC has defined critical accounting estimates as those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on a registrant’s financial condition or results of operations. Based on this definition, our most critical accounting estimates include revenue recognition, which impacts the recording of net revenue; business combinations, which impacts the fair value of acquired assets and assumed liabilities; and contingent considerations, which impact the fair value of assumed liabilities and the recording of other income (expense). We have other significant accounting policies that do not generally require subjective estimates or judgments or would not have a material impact on our results of operations. Our critical accounting policies and estimates are disclosed under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
There have been no material changes to our critical accounting policies and estimates as disclosed in our Annual Report on Form 10-K filed for the year ended December 31, 2025.
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Recently Issued and Adopted Accounting Standards
We describe the recently issued and adopted accounting pronouncements that apply to us in Note 1 — Nature of the Business and Basis of Presentation to our condensed consolidated financial statements presented herein.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Risk
We have international operations, giving rise to exposure to market risks from changes in currency exchange rates. Our primary foreign currency exposures are the Canadian dollar, Chinese Yuan/Renminbi, Euro, British pound sterling and Israeli New Shekel. Foreign exchange gains and losses that resulted from our international operations are included in the determination of Net income (loss). The foreign currency exchange gain (loss) included in determining loss before income taxes was ($0.9) million and $0.0 million for the three months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026 and 2025 the foreign currency exchange gain (loss) included in determining loss before income taxes was ($1.9) million and $0.8 million, respectively. The year-over-year change was primarily related to the change in fair value of our currency forward contracts entered into during 2026. We also have intercompany loans with certain of our foreign subsidiaries that are long-term in nature. Repayments of such principal amounts are neither planned nor anticipated in the foreseeable future and are therefore treated analogous to equity for accounting purposes. As a result, the foreign exchange gains and losses on these borrowings are excluded from the determination of Net income (loss) and recorded as a component of Accumulated other comprehensive income (loss) in the consolidated balance sheets. A cumulative foreign currency translation loss of $16.6 million and $10.3 million related to our foreign subsidiaries is included in Accumulated other comprehensive loss within the Stockholders' Equity section of the condensed consolidated balance sheet at September 30, 2026 and 2025, respectively. The year-over-year change was primarily driven by the cumulative foreign currency translation loss recorded in relation to permanently invested intercompany loans as of September 30, 2026 as the exchange rate for the U.S. dollar fluctuates against foreign currencies. As our international operations grow, our risks associated with fluctuation in foreign currency rates will become greater, and we will continue to reassess our approach to managing this risk. In addition, currency fluctuations or a weakening U.S. dollar could increase the costs of our international expansion and operation. To mitigate the risk, we plan to enter into additional foreign currency forward contracts in the foreseeable future.
Investment and Interest Rate Risk
Our exposure to interest rate and general market risks relates principally to our investment portfolio, which consists of cash and cash equivalents (money market funds and marketable securities purchased with less than ninety days until maturity) and restricted cash that totals approximately $144.3 million as of September 30, 2026.
The main objectives of our investment activities are liquidity and preservation of capital. Our cash equivalent investments have short-term maturity periods that dampen the impact of market or interest rate risk. Credit risk associated with our investments is not material because our investments are diversified across securities with high credit ratings.
Given the objectives of our investment activities, and the relatively low interest income generated from our cash, cash equivalents, and other investments, we do not believe that investment or interest rate risks currently pose material exposures to our business or results of operations even in the current environment of rising interest rates.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2026 and based on this evaluation, have concluded that our disclosure controls and procedures were effective as of September 30, 2026 at a reasonable assurance level.
Per Rule 13a-15(e), the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the
issuer’s management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating disclosure controls and procedures, our management recognizes that any system of controls, however well designed and operated, can provide only reasonable assurance, and not absolute assurance, that the desired control objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals in all future circumstances. Accordingly, our disclosure controls and procedures must be designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) during the quarter ended September 30, 2026, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
46
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not party to any material legal proceedings. From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of business. The outcome of litigation is inherently uncertain, and there can be no assurances that favorable outcomes will be obtained. In addition, regardless of the outcome, such proceedings or claims can have an adverse impact on us, which may be material because of defense and settlement costs, diversion of resources and other factors.
ITEM 1A. RISK FACTORS
The business, financial condition, and operating results of the Company can be affected by many factors, whether currently known or unknown, including but not limited to those described in Part 1, Item 1A in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on February 27, 2026 under the heading “Risk Factors,” any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past or our anticipated future financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results, and stock price.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On various dates between July 13, 2026 and September 15, 2026, we issued an aggregate of 470,600 shares of Class A common stock to three ADK Minority Holders (as defined in Note 11 — Noncontrolling Interest) in exchange for an equal number of their ADK LLC units. The shares of Class A common stock were issued to the two ADK Minority Holders in reliance on the exemption under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). In connection with such exchange, fifty thousand shares of Class V common stock held by the ADK Minority Holders were cancelled and exchanged to Class A common stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
(c) On September 1, 2026,Thomas Schiller, Director of the Company adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 270,000 shares of Class A common stock commencing December 1, 2026. The Rule 10b5-1 trading arrangement terminates on October 31, 2027.
ITEM 6. EXHIBITS.
(d) Exhibits
Exhibit
Number
Description of Exhibit
3.1
Amended and Restated Certificate of Incorporation of indie Semiconductor, Inc., filed with the Secretary of State of Delaware on June 5, 2025 (incorporated by reference to Exhibit 3.1 of the Form 8-K filed by the registrant with the SEC on June 6, 2025)
3.2
Amended and Restated Bylaws of indie Semiconductor, Inc. (incorporated by reference to Exhibit 3.2 of the Form 8-K filed by the registrant with the SEC on June 16, 2021)
31.1
Principal Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2
Principal Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101 .INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101 .SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104
Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)
* Filed with this report.
** Furnished with this report
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
November 6, 2026
By:
/s/ Naixi Wu
Name:
Naixi Wu
Title:
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)