Form 4: Indie Semi Director Converts RSUs to Class A Stock

Indie Semiconductor Director David J. Aldrich converted 6,466 restricted stock units into Class A common stock as part of a pre-approved compensation program.

Summary

• Director David J. Aldrich of indie Semiconductor, Inc. [INDI] reported a transaction on December 1, 2025.
• Aldrich acquired 6,466 shares of Class A Common Stock through the exercise/conversion of derivative securities at a price of $0.
• Following this transaction, Aldrich directly beneficially owns 182,831 shares of Class A Common Stock.
• The transaction involved the acquisition and subsequent conversion of 6,466 Restricted Stock Units (RSUs).
• These RSUs were fully vested upon grant and represent shares received in lieu of quarterly cash retainer and chairperson fees.
• This compensation is part of a voluntary independent director compensation program approved by the Board of Directors in June 2023.
• The number of underlying shares for the RSUs was determined by dividing the forgone cash fees by the closing trading price of INDI on the date of grant.

Sentiment

Score: 6

Explanation: Slightly positive due to increased insider ownership and the routine nature of a pre-approved compensation plan, indicating stable corporate governance. No significant negative implications.

Positives

• Increased direct beneficial ownership by a director, aligning interests with shareholders.
• The transaction is part of a pre-approved, voluntary independent director compensation program, indicating structured governance.
• Conversion of RSUs into common stock demonstrates confidence in the company's equity value.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• Each restricted stock unit represents a contingent right to receive one share of Class A common stock.
• Represents Restricted Stock Units ('RSUs') that were fully vested as of the grant date. These RSUs represent shares received in lieu of a quarterly cash retainer and chairperson fees, if any, as part of a voluntary independent director compensation program as approved by the Board of Directors in June 2023.
• The number of underlying shares is equal to the amount of the forgone quarterly cash retainer and chairperson fees, if any, divided by the closing trading price of INDI on the date of grant.

Industry Context

Insider transactions, such as the conversion of restricted stock units by a director, are common practices in publicly traded companies. They often reflect pre-arranged compensation plans designed to align the interests of management and directors with those of shareholders. This specific transaction is a routine part of an independent director's compensation, where equity is granted in lieu of cash.

Comparison to Industry Standards

• The practice of compensating independent directors with equity, such as Restricted Stock Units, is a widely adopted standard across various industries, including the semiconductor sector. This method is favored for its ability to align director incentives with long-term shareholder value creation.
• Many companies, including peers in the technology and semiconductor space, utilize similar voluntary equity compensation programs for their board members to conserve cash and foster a direct stake in the company's performance.
• The conversion of fully vested RSUs into common stock is a standard operational event within such compensation frameworks, reflecting the maturation of the equity award.

Corporate Governance

Related Party Transactions

• The transaction represents compensation for a director, which is a form of related party transaction, specifically the receipt of shares in lieu of cash fees as part of an approved compensation program.

Stakeholder Impact

• Shareholders: Increased director ownership may be viewed positively as it aligns the director's financial interests with those of shareholders.

Key Dates

Keywords

indie Semiconductor, INDI, David J. Aldrich, Director, Form 4, Insider Transaction, Restricted Stock Units, RSU Conversion, Class A Common Stock, Beneficial Ownership, Director Compensation