Form 4: Indie Semiconductor CFO Sells Shares Post-RSU Vesting

Indie Semiconductor's Chief Financial Officer, Naixi Wu, reported the vesting of 6,354 Restricted Stock Units and subsequent sale of 6,354 Class A Common Stock for tax obligations and a pre-planned equity program.

Summary

• Naixi Wu, Chief Financial Officer of indie Semiconductor, Inc. (INDI), reported transactions involving Class A Common Stock.
• On December 19, 2025, 6,354 Restricted Stock Units (RSUs) vested, converting into Class A Common Stock. These RSUs represent shares received in lieu of a percentage of cash salary as part of a voluntary equity compensation program approved by the Board of Directors in June 2023.
• Following the vesting, Ms. Wu's direct beneficial ownership increased to 73,896 shares.
• On December 22, 2025, Ms. Wu sold 3,171 shares of Class A Common Stock at a price of $3.856 per share to cover tax withholding obligations in connection with the RSU vesting.
• Also on December 22, 2025, an additional 3,183 shares of Class A Common Stock were sold at $3.856 per share. This sale was made in accordance with a 'sell-all' election under the voluntary equity compensation program, approved by the Board in June 2023, and was executed during an open trading window when Ms. Wu was not in possession of material non-public information.
• After these transactions, Ms. Wu's direct beneficial ownership of Class A Common Stock is 67,542 shares, with an additional 90 shares indirectly owned by her spouse.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions involving RSU vesting and subsequent sales for tax withholding and a pre-planned equity program. These are standard compensation-related activities and do not inherently indicate positive or negative sentiment about the company's performance or prospects.

Positives

• Vesting of 6,354 Restricted Stock Units (RSUs) for the CFO, indicating compensation realization.
• The existence of a voluntary equity compensation program, approved by the Board in June 2023, which allows executives to receive equity in lieu of cash salary.
• The sale of shares was conducted under a pre-planned 'sell-all' election during an open trading window, with the CFO not in possession of material non-public information, indicating adherence to insider trading policies.

Negatives

• The sale of 6,354 shares by a key executive (CFO) could be perceived as a slight negative, even if for tax purposes and a pre-planned program.

Risks

• No specific risks related to the company's operations or financial health are disclosed in this Form 4 filing, which is purely transactional.

Future Outlook

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

Management Comments

• Represent shares of Class A common stock sold in the open market to pay for withholding taxes in connection with the vesting of Restricted Stock Units ('RSUs').
• Represents shares of Class A common stock sold in the open market in accordance with a sell-all election made at the start of a program period of a voluntary equity compensation program as approved by the Board of Directors in June 2023. This election was made during an open trading window while Ms. Wu was not in possession of material non-public information.
• Each RSU represents a contingent right to receive one share of Class A common stock.
• Represents RSUs that were fully vested as of the grant date. These RSUs represent shares received in lieu of a percentage of cash salary as part of a voluntary equity compensation program as approved by the Board of Directors in June 2023.

Industry Context

This Form 4 filing details routine insider transactions related to executive compensation and does not provide information relevant to broader industry trends or competitive landscape.

Comparison to Industry Standards

• This filing is a standard Form 4 for insider transactions.
• The practice of executives receiving Restricted Stock Units (RSUs) as part of compensation and subsequently selling shares to cover tax obligations or through pre-planned equity programs (like 10b5-1 plans or similar voluntary programs) is a common and accepted practice across publicly traded companies, particularly in the technology and semiconductor sectors.
• No specific comparable companies or projects are detailed in this transactional report.

Corporate Governance

Legal Proceedings

• No litigation or regulatory matters are disclosed in this filing.

Related Party Transactions

• The filing notes 90 shares of Class A Common Stock are indirectly beneficially owned by the reporting person's spouse, which is a standard disclosure for related party holdings but does not detail a transaction.

Stakeholder Impact

• Shareholders: Minimal direct impact. Routine insider sales for tax and pre-planned programs are common and generally not indicative of management's view on future stock performance.
• Employees: No direct impact on general employees.
• Customers/Suppliers/Creditors: No direct impact.

Next Steps

• No specific future actions, events, or milestones are mentioned in this transactional filing.

Key Dates

Keywords

Indie Semiconductor, INDI, Form 4, Insider Trading, Stock Sale, Restricted Stock Units, RSU Vesting, Equity Compensation, Chief Financial Officer, Naixi Wu