indie Semiconductor, Inc.
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 27, 2026
INDI$1.81+33.6%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-03.
0001628280-25-009207
Item 1A. RISK FACTORSCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-27.
0001193125-26-082535
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 286 previous paragraphs and 286 current paragraphs.
201 unchanged; 62 reworded; 18 added; 12 removed; 11 previous and 5 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (18)
Current report
The failure to complete the Wuxi Divestiture, or completion on terms that are less favorable than anticipated, could have a material adverse effect on our reported financial results.
Current report
If we are required to deconsolidate the financial results of Wuxi in the future, it would result in significant changes to our reported revenue and results of operations in the presentation of our consolidated financial statements.
Current report
Our Chinese subsidiary may be limited in its ability to make distributions to us.
Current report
The failure to complete the Wuxi Divestiture, or completion on terms that are less favorable than anticipated, could have a material adverse effect on our business.
Current report
On October 27, 2025, we publicly announced that we entered into Wuxi Agreement with United Faith to sell ADK’s entire 34.38% of the outstanding equity interest in Wuxi to United Faith (the “Asset Sale”). The Wuxi Agreement contains certain customary representations, warranties and covenants that will not survive closing, and there is no post-closing indemnification arrangement for breaches of representations, warranties or covenants.
Current report
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. In November 2025, United Faith received its shareholder approval of the Whole Transaction and has also submitted the Whole Transaction for regulatory review. There can be no guarantee regarding the timing of receipt of all required regulatory approvals. The terms and conditions of the required regulatory approvals that are granted, if any, may also impose materially burdensome conditions that impact our ability to complete the proposed Asset Sale on the terms we have announced, or at all.
Current report
The Asset Sale, if completed, will result in loss of reported revenue as Wuxi’s results of operations will no longer be consolidated with our results of operations. This may present other adverse effects on our results of operations affecting market perceptions related to our business which may result in negative impacts to our stock price. Additionally, the consideration paid to us in the Asset Sale, if completed, will be paid in RMB. Adverse tax burdens and foreign exchange controls could make it difficult for us to repatriate our proceeds from the Asset Sale. Also, we have incurred, and will continue to incur costs, expenses and fees for professional services in connection with the Asset Sale, and these fees and costs are payable by us regardless of whether the Asset Sale is completed. See also “If we are required to deconsolidate the financial results of Wuxi in the future, it would result in significant changes to our reported revenue and results of operations in the presentation of our consolidated financial statements.”
Current report
If we are required to report Wuxi as discontinued operations, and subsequently to deconsolidate the financial results of Wuxi in the future. it would result in significant changes to our reported revenue and results of operations in the presentation of our consolidated financial statements.
Current report
Although we entered into the Wuxi Agreement in October 2025, we continue to consolidate our financial results with Wuxi’s financial results. Once we determine that it is probable that the closing will occur within the requisite period under applicable accounting guidance, we will report the divestiture of Wuxi as discontinued operations. Given the Whole Transaction is currently undergoing regulatory review, we must exercise subjective judgment in making our determination. Upon the completion of the Asset Sale and commencing that fiscal quarter, we will fully deconsolidate the financial results of Wuxi from our financial results. As a result of the deconsolidation, we will no longer recognize revenue from Wuxi’s business or Wuxi’s other results of operations and may also recognize a pre-tax gain/loss when reporting our financial results. Any deconsolidation will result in significant changes to our reported revenue and results of operations and could make comparisons of our historical financial performance challenging to investors. We may also be subject to additional tax assessments and the resolution of such matters could result in material charges.
Current report
The Wuxi Agreement exposes us to a broad range of potential disputes and proceedings before, at, and after closing. Because the Asset Sale involves operations and counterparties outside of the United States, including the PRC, related disputes or regulatory actions may be brought in multiple jurisdictions and under differing legal system and rules of procedures, which can increase costs, uncertainty and the time required to resolve matters. Defending, settling, or otherwise resolving any matters related to the Wuxi Agreement or Asset Sale could be costly and time-consuming, divert the attention of management and employees, require us to provide credit support or guarantees that persist after closing, or result in monetary damages, penalties, required changes to our business practices, or other remedies. The ultimate outcomes of such matters are inherently uncertain and difficult to estimate.
Current report
Throughout 2025, the U.S. government implemented and proposed multiple new tariffs affecting imports from a range of countries where we do business, including tariff measures specifically related to the automotive industry, while also threatening additional actions affecting imports of semiconductor products from Taiwan. With the exception of some photonics components from our Canadian facility, the US trade policies and resulting tariffs have had minimal direct impact on indie's operations to date. While our direct tariff exposure to date has been limited, tariff measures, especially when announced with little or no advance notice, may impact overall market sentiment, alter supply chain costs, disrupt logistics, dampen end-market demand and create global uncertainty. In 2025, multiple OEMs announced reductions in vehicle production, temporary layoffs, or adjustments to shipments in response to tariff developments and related uncertainty. These actions may increase vehicle prices for US consumers and ultimately lead to a drop in vehicle demand, which could reduce demand for our products and negatively impact our business. Retaliatory or reciprocal tariffs and other trade restrictions by foreign governments, as well as evolving U.S. export controls, could further disrupt our supply chain, increase our costs, impair our ability to sell into certain geographies, or require licenses that may not be granted on a timely basis, if at all. In addition, recent measures by China restricting exports of certain minerals (including selected rare-earth metals) and the possibility of further expansions of such restrictions could disrupt wafer foundry inputs, upend supply chains, increase our costs, or reduce demand for products that incorporate affected materials.
Current report
Escalating geopolitical tensions between China and Taiwan pose additional risks to our business and supply chain. Any military conflict, trade restrictions, or political instability affecting Taiwan could significantly disrupt semiconductor manufacturing and supply chains globally, as Taiwan is home to critical foundry operations upon which the semiconductor industry depends. Similarly, the ongoing conflicts in Ukraine and the Middle East, have contributed to global political and economic uncertainty, which may negatively impact our business, supply chains, and operations.
Current report
Cybersecurity threats are constantly evolving and becoming more sophisticated. The emergence of artificial intelligence and machine learning technologies has enabled threat actors to develop more advanced and targeted attacks, including AI-enabled phishing, malware, and social engineering attacks. Additionally, as we continue to integrate AI into our own systems and operations, such use may introduce new or unknown cybersecurity vulnerabilities.
Current report
We, our vendors, and our customers may also use artificial intelligence tools in development and operations. The use of AI may introduce cybersecurity vulnerabilities (including potential introduction of malicious code or logic errors), IP ownership and infringement risks, data privacy issues, and evolving compliance obligations under emerging AI governance frameworks. Threat actors may also leverage AI to increase the sophistication and scale of cyberattacks. Any such issues could increase our costs, disrupt operations, or harm our reputation.
Current report
In addition, we are subject to the risk that one or more option counterparties are financial institutions, and we will be subject to the risk that any or all of them might default under the capped call transactions. Our exposure to the credit risk of the option counterparties will not be secured by any collateral. Adverse global economic or market conditions have, in the past, resulted and may in the future result in the actual or perceived failure or financial difficulties of many financial institutions and could adversely affect the option counterparties’ performance under the capped call transactions. If an option counterparty becomes subject to insolvency proceedings, we would be an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the capped call transactions with such option counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be correlated to an increase in the market price and in the volatility of our common stock. In addition, upon a default by an option counterparty, we may suffer more dilution than we currently anticipate with respect to our common stock. We can provide no assurance as to the financial stability or viability of the option counterparties.
Removed paragraphs (12)
Previous report
•Failure to comply with anti-corruption laws or our ethics policies could adversely affect our business.
Previous report
•China’s economic, political and social conditions may change rapidly with little advance notice, which could adversely affect our business.
Previous report
•Our China subsidiary may be limited in its ability to make distributions to us.
Previous report
•We are subject to counterparty risk with respect to the capped call transactions related to the 2029 Notes.
Previous report
•We must comply with the continued listing standards of Nasdaq for our Class A common stock.
Previous report
We may not be able to timely and effectively implement and maintain controls and procedures required by Section 404 of the Sarbanes-Oxley Act that are applicable to us, which could result in materially misstated financial reporting.
Previous report
We are subject to counterparty risk with respect to the capped call transactions related to the 2029 Notes.
Previous report
There can be no assurance we will be able to comply with the continued listing standards of Nasdaq for our Class A common stock.
Previous report
Our Class A common stock is currently listed on the Nasdaq Stock Market. In order to maintain such listing, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price, and certain corporate governance requirements. There can be no assurances that we will be able to comply with the applicable listing standards. Although we are currently in compliance with such listing standards, we may in the future fall out of compliance with such standards. If we are unable to maintain compliance with these Nasdaq requirements, our Class A common stock will be delisted from Nasdaq. If
Previous report
Nasdaq delists our Class A common stock from trading on its exchange for failure to meet the listing standards, we and our security holders could face significant material adverse consequences including:
Previous report
•a determination that shares of the Class A common stock are “penny stock” which will require brokers trading in the Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
Reworded paragraphs (62)
Previous wording
An investment in shares of our Class A common stock and warrants involves substantial risks and uncertainties that may adversely affect the value of your investment. Some of the more significant challenges and risks relating to an investment in our company include, among other things, the following:
Current wording
An investment in shares of our Class A common stock involves substantial risks and uncertainties that may adversely affect the value of your investment. Some of the more significant challenges and risks relating to an investment in our company include, among other things, the following:
Previous wording
•If we fail to compete effectively in the highly competitive semiconductor industry, our business could be adversely affected.
Current wording
If we fail to compete effectively, or do not develop new products with acceptable profit margins in the highly competitive semiconductor industry, our business could be adversely affected.
Previous wording
•Declining average selling prices and price erosion may adversely impact our revenue and profitability.
Current wording
Declining average selling prices, price erosion or lower demand for our customers' end products may adversely impact our revenue and profitability.
Previous wording
•If significant tariffs or other trade restrictions are placed on our products or third-party suppliers, our revenue and results of operations may be materially harmed.
Current wording
If significant tariffs, export controls, or other trade restrictions are placed on us, our products, or third-party suppliers, our revenue and results of operations may be materially harmed.
Previous wording
•We rely on the timely supply of materials that may only be available from a limited number of suppliers.
Current wording
We depend on third parties to manufacture, assemble, test and/or package our products and rely on the timely supply of materials that may only be available from a limited number of suppliers.
Previous wording
Loss of key management or other highly skilled personnel, or an inability to attract such management and other personnel, could adversely affect our business.
Current wording
Loss of, or inability to attract, key management or other highly skilled personnel could adversely affect our business.
Previous wording
We may experience disruptions in our operations resulting from our enterprise resource planning system initiative.
Current wording
We may experience disruptions in our operations resulting from our enterprise resource planning system implementation.
Previous wording
Our worldwide operations are subject to political, economic and health risks and natural disasters which could have a material adverse effect on our business operations.
Current wording
Geopolitical uncertainty, volatility in general economic conditions, health risks and natural disasters could impact end customer demand, disrupt our supply chain, and have a material adverse effect on our operations and business.
Previous wording
Uncertainties with respect to the PRC legal system could adversely affect our China business.
Current wording
Uncertainties with respect to the PRC legal system, and China's rapidly changing conditions, could adversely affect our business.
Previous wording
•Failure to comply with certain regulations may subject us or our PRC employees to fines or sanctions.
Current wording
Failure to comply with PRC laws and regulations may subject us or our PRC employees to fines or sanctions and could have a material adverse effect on our business.
Previous wording
•Improper use of our intellectual property could have a material adverse effect on our business, financial condition and results of operations.
Current wording
Improper use of our intellectual property, or intellectual property claims or litigation, could have a material adverse effect on our business, financial condition and results of operations.
Previous wording
•Interruptions in information technology systems could adversely affect our business.
Current wording
Interruptions in information technology systems and other cybersecurity incidents could adversely affect our business.
Previous wording
•We may not be able to timely and effectively implement and maintain controls and procedures required by Section 404 of the Sarbanes-Oxley Act that is applicable to us, which could result in materially misstated financial reporting.
Current wording
We may fail to maintain effective internal control over financial reporting, which could result in materially misstated financial statements.
Previous wording
•We may not have sufficient funds to repay the indebtedness and repurchase Convertible Notes or make cash payments upon conversions thereof.
Current wording
We may not have sufficient funds to repay indebtedness, repurchase Convertible Notes or make cash payments upon conversions thereof.
Previous wording
The accounting method for reflecting the Convertible Notes may adversely affect our reported earnings and financial condition.
Current wording
The accounting method for reflecting the Convertible Notes and the conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
Previous wording
•The capped call transactions relating to the 2029 Notes may affect the value of the 2029 Notes and our common stock.
Current wording
The capped call transactions relating to the 2029 Notes may affect the value of the 2029 Notes and our common stock and subject us to counterparty risk.
Previous wording
The semiconductor industry is highly cyclical and is prone to significant downturns from time to time. Cyclical downturns can result, and have in the past resulted (including as a result of global and geopolitical events) in substantial declines in semiconductor demand, production overcapacity, high inventory levels and accelerated erosion of average selling prices. Such downturns result from a variety of market forces including constant and rapid technological change, shifting domestic and international regulations and policies, quick product obsolescence, price erosion, evolving standards, short product life cycles and wide fluctuations in product supply and demand. We believe the semiconductor industry recently suffered a downturn due in large part to adverse macroeconomic conditions. This downturn has negatively affected, and may continue to have an adverse effect on, our business and operating results. Conversely, significant upturns could render us unable to satisfy demand in a timely and cost-efficient manner, if at all, and could result in increased competition for access to third-party foundry, assembly and testing capacity. In the event of such an upturn, we may not be able to expand our workforce and operations in a sufficiently timely manner, procure adequate resources and raw materials, or locate suitable suppliers or other subcontractors to respond effectively to changes in demand for our existing products or to the demand for new products. Accordingly, our business, financial condition and results of operations could be materially and adversely affected.
Current wording
The semiconductor industry is highly cyclical and is prone to significant downturns from time to time. Cyclical downturns can result, and have in the past resulted in substantial declines in semiconductor demand, production overcapacity, high inventory levels and accelerated erosion of average selling prices. Such downturns result from a variety of market forces including constant and rapid technological change, global economic and geopolitical uncertainty from shifting domestic and international regulations and policies, quick product obsolescence, price erosion, evolving standards, short product life cycles and wide fluctuations in product supply and demand. We believe the semiconductor industry recently suffered a downturn due in large part to adverse macroeconomic conditions. This downturn has negatively affected, and may continue to have an adverse effect on, our business and operating results. Conversely, significant upturns could render us unable to satisfy demand in a timely and cost-efficient manner, if at all, and could result in increased competition for access to third-party foundry, assembly and testing capacity. In the event of such an upturn, we may not be able to expand our workforce and operations in a sufficiently timely manner, procure adequate resources and raw materials, or locate suitable suppliers or other subcontractors to respond effectively to changes in demand for our existing products or to the demand for new products. Accordingly, our business, financial condition and results of operations could be materially and adversely affected.
Previous wording
Moreover, the costs related to the research and development necessary to develop new technologies and products are significant and some of our competitors may have greater resources than us. If they significantly increase the resources that they devote to developing and marketing their products, we may not be able to compete effectively. Our competitors’ products, services and technologies may be less costly or may offer superior functionality or better features than ours, which may result in lower than expected selling prices for our products. Additionally, some of our competitors operate and maintain their own fabrication facilities, have longer operating histories, larger customer bases, more comprehensive intellectual property portfolios and greater financial resources.
Current wording
Moreover, the costs related to the research and development necessary to develop new technologies and products are significant and some of our competitors may have greater resources than us. If our competitors significantly increase the resources that they devote to developing and marketing their products, we may not be able to compete effectively. Our competitors’ products, services and technologies may be less costly or may offer superior functionality or better features than ours, which may result in lower than expected selling prices for our products. Additionally, some of our competitors operate and maintain their own fabrication facilities, have longer operating histories, larger customer bases, more comprehensive intellectual property portfolios and greater financial resources.
Previous wording
The competitive selection processes often require an investment of significant time and capital resources, with no guarantee of winning the contract and generating revenue. In the automotive semiconductor market in which we compete, due to the longer design cycles involved, failure to win a design-in could prevent access to a customer for several years. Our failure to win a significant number of these bids could result in reduced revenues, and hurt our competitive position for future selection processes, which could have a material adverse effect on our business, financial condition and results of operations.
Current wording
The competitive selection processes in the automotive semiconductor market often requires an investment of significant time and capital resources, with no guarantee of winning the contract and generating revenue. Due to the longer design cycles involved, failure to win a design-in could prevent access to a customer for several years. Our failure to win a significant number of these bids could result in reduced revenues, and hurt our competitive position for future selection processes, which could have a material adverse effect on our business, financial condition and results of operations.
Previous wording
The vast majority of our revenue is derived from sales to manufacturers in the automotive industry. Demand in this market fluctuates significantly, driven by consumer spending, consumer preferences, seasonality within the automotive industry, the development of new technologies and prevailing economic conditions. Many of the factors that create and affect quarterly demands with our customers are beyond our control. In addition, the end products in which our semiconductors are incorporated may not be successful, or may experience price erosion or other competitive factors that could affect the price manufacturers are willing to pay. Such customers have in the past, and may in the future, vary order levels significantly from period to period, including order cancellations, request postponements of scheduled delivery dates, modify their orders or reduce lead times. This is particularly common during periods of low demand. This can make managing business difficult, as it limits the predictability of future revenue. It can also affect the accuracy of our financial forecasts.
Current wording
The vast majority of our revenue is derived from sales to manufacturers in the automotive industry. Demand in this market fluctuates significantly, driven by consumer spending, consumer preferences, seasonality within the automotive industry, the development of new technologies and prevailing economic conditions. Many of the factors that create and affect quarterly demands with our customers are beyond our control. In addition, the end products in which our semiconductors are incorporated may not be successful or may experience price erosion or other competitive factors that could affect the price manufacturers are willing to pay. Such customers have in the past, and may in the future, vary order levels significantly from period to period, including through order cancellations, requesting postponements of scheduled delivery dates, or modifying orders or reducing lead times. This is particularly common during periods of low demand. This can make managing business difficult, as it limits the predictability of future revenue. It can also affect the accuracy of our financial forecasts.
Previous wording
This automotive concentration of sales exposes us to the risks associated with the automotive market. For example, our anticipated future growth is highly dependent on the adoption of ADAS, user interface, connectivity and electrification technologies, which are expected to have increased sensor and power product content. A downturn in the automotive market could delay or cancel automakers’ plans to introduce new vehicles with these features, which previously has, and could in the future, negatively impact the demand for products and our ability to grow our business.
Current wording
Our automotive concentration of sales to Tier 1 suppliers exposes us to the risks associated with the automotive market. For example, our anticipated future growth is highly dependent on the adoption of ADAS, user interface, connectivity and electrification technologies, which are expected to have increased sensor and power product content. A downturn in the automotive market could delay or cancel automakers’ plans to introduce new vehicles with these features, which previously has, and could in the future, negatively impact the demand for products and our ability to grow our business. Global economic uncertainty and weakness have in the past impacted the semiconductor market as automotive consumers and businesses have deferred purchases, which has in the past negatively impacted and may in the future negatively impact demand for our products.
Previous wording
If significant tariffs or other trade restrictions are placed on our products or third-party suppliers, our revenue and results of operations may be materially harmed.
Current wording
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.
Previous wording
Most of our revenue has been generated from sales of products to a location outside of the U.S. Additionally, we rely on third-party manufacturers located outside of the U.S. with a majority located in Asia. Moreover, we have material operations and relationships in China, including an interest in Wuxi indie Microelectronics Technology Co., Ltd. (“Wuxi”), a partially-owned Chinese subsidiary. Since the beginning of 2018, there have been several instances of U.S. tariffs on Chinese goods, some of which prompted retaliatory Chinese tariffs on U.S. goods. Recently, in February 2025, the U.S. government announced a 10% tariff on product imports from China. If enacted, these tariffs could lead to further potential retaliatory tariffs on U.S. goods and escalate trade disputes in China.
Current wording
Most of our revenue has been generated from sales of products to a location outside of the U.S. Additionally, we rely on third-party manufacturers located outside of the U.S. with a majority located in Asia. Moreover, we have material operations and relationships in China, including an interest in Wuxi.
Previous wording
Additional and threatened changes in U.S. trade measures may also affect trade involving other countries as well, including Mexico, Canada, Taiwan, and member countries of the European Union. For example, in February 2025, the U.S. government announced a 10% tariff on imports from China and a 25% tariff on imports from Mexico and Canada with immediate effect and a 10% tariff on steel and aluminum imports effective March 2025. Although the tariffs on Mexico and Canada have been temporarily delayed pending further negotiations between these countries, U.S. and Mexico or the U.S and Canada may be unable to reach long-term agreements. The U.S. government has also threatened tariffs against Taiwan that could specifically target imports of semiconductor products, which, if imposed, could seriously and negatively affect our business and the U.S. economy overall. In the event that future tariffs are imposed on imports of our products or on our third-party manufacturers, or that China or other countries take retaliatory trade measures in response to existing or future tariffs or other trade restrictions, or that the U.S. imposes further restrictions on trade with China, our business may be impacted, and we may face increased costs in our supply chain, and may not be able to sell our products to customers in China or other countries where we do business, any of which could materially harm our revenue or operating results. See also “Risks Related to Doing Business in China” below.
Current wording
The current US tariff environment remains highly fluid, and the specific tariffs applicable to goods and products imported into the US continue to evolve. In the event that future tariffs are imposed on imports of our products or on our third-party manufacturers, that China or other countries take retaliatory trade measures in response to existing or future tariffs or other trade restrictions, or that the U.S. imposes further restrictions on international trade, our business may be impacted and we may face increased costs in our supply chain, and may not be able to sell our products to customers in China or other countries where we do business, any of which could materially harm our revenue or operating results. See also “Risks Related to Doing Business in China” below.
Previous wording
We have established international subsidiaries to support our activities globally, including in Greater China. During fiscal 2024, the percentage of our revenues derived from products shipped outside of the U.S. was approximately 82% (and the revenue associated with products shipped to Greater China was 45%). We may not be able to maintain or increase global market demand for our products. Our international operations are subject to a number of risks, including:
Current wording
We have established international subsidiaries to support our activities globally, including in Greater China. During fiscal 2025, the percentage of our revenues derived from products shipped outside of the U.S. was approximately 85% (and the revenue associated with products shipped to Greater China was 47%). We may not be able to maintain or increase global market demand for our products. Our international operations are subject to a number of risks, including:
Previous wording
If we are unable to exit a business in a timely manner, or to restructure our operations in a manner we deem to be advantageous, this could have a material adverse effect on our business, financial condition and results of operations. Even if a divestment is successful, we may face indemnity and other liability claims by the acquirer or other parties.
Current wording
If we are unable to exit a business in a timely manner, or to restructure our operations in a manner we deem to be advantageous, this could have a material adverse effect on our business, financial condition and results of operations. Even if a divestment is successful, we may face indemnity and other liability claims by the acquirer or other parties. Even if a restructuring or divestment is successful, we may face indemnity and other liability claims by the acquirer or other parties. We recently completed the 2025 Restructuring Plan. We may continue to incur additional expenses due to unanticipated events that may occur in connection with the implementation of the 2025 Restructuring Plan, with no guarantee that we will be able to realize the anticipated benefits of the 2025 Restructuring Plan.
Previous wording
A substantial portion of our revenue is derived from top customers. We cannot guarantee that we will be able to generate similar levels of revenue from our largest customers in the future. If one or more of these customers substantially reduces their purchases from us, it could have a material adverse effect on our business, financial condition and results of operations. For example, sales to Aptiv, a leading Tier 1 automotive supplier, represented approximately 9%, 15% and 37% of our total revenue for the years ended December 31, 2024, 2023 and 2022, respectively. The loss of this customer would have a material adverse impact on our consolidated financial results. However, as we continue to grow our customer base organically and through business combinations, the revenue concentration with Aptiv has decreased over time.
Current wording
A substantial portion of our revenue is derived from top customers. We cannot guarantee that we will be able to generate similar levels of revenue from our largest customers in the future. If one or more of these customers substantially reduces their purchases from us, it could have a material adverse effect on our business, financial condition and results of operations. For example, sales to Aptiv, a leading Tier 1 automotive supplier, represented approximately 6%, 9% and 15% of our total revenue for the years ended December 31, 2025, 2024 and 2023, respectively. The loss of this customer would have a material adverse impact on our consolidated financial results. However, as we continue to grow our customer base organically and through business combinations, the revenue concentration with Aptiv has decreased over time.
Previous wording
In order to enhance management of our global operations and financial reporting, we have initiated the phased implementation of an enterprise resource planning (“ERP”) system across our global operating locations. We have incurred, and expect to incur, additional expenses as we continue to implement, enhance and develop our ERP system. Difficulties that may occur in connection with implementing and operating our new upgraded ERP system include disruptions to business continuity, administrative or technical problems, difficulty in maintaining effective internal controls, and interruptions or delays to our sales processes. Any of these events could adversely impact our business, financial condition or operating results.
Current wording
In order to enhance management of our global operations and financial reporting, we recently implemented an enterprise resource planning (“ERP”) system across our global operating locations. We have incurred, and expect to incur, additional expenses as we continue to finalize implementation and operation of our ERP system. Difficulties that may occur in connection with implementing and operating our new upgraded ERP system include, among other things, disruptions to business continuity, administrative or technical problems, difficulty in maintaining effective internal controls, and interruptions or delays to our sales processes. Any of these events could adversely impact our business, financial condition or operating results.
Previous wording
Our net sales and profitability depend significantly on general economic conditions and the demand for the end products in the markets in which our customers compete. A decline in end-user demand can affect the need that customers have for our products, as well as the ability of customers to obtain credit or meet their payment obligations to us, and may increase the likelihood of customers canceling or deferring existing orders. Current and continued inflationary conditions have led, and may continue to lead to rising prices or elevated or rising interest rates, which has had, and could continue to have a dampening effect on overall economic activity and consumer demand for automotive products and could result in reduced demand for our products. Other adverse changes in economic conditions, including any recession, economic slowdown or disruption of credit markets, may also lead to lower demand for our products. Volatile and uncertain economic conditions can make it difficult to accurately forecast and plan future business activities. This could result in an oversupply of products relative to customer demand. Uncertain general economic conditions, geopolitical factors, such as ongoing or new trade disputes between the United States and China and other countries in which we do business, armed conflict, such as the ongoing conflicts in the Middle East and Ukraine, and public health crises, such as the COVID-19 pandemic, may also cause weakness in demand and pricing for semiconductors across applications, and excess inventory resulting in downturns in the semiconductor industry.
Current wording
Our net sales and profitability depend significantly on general economic conditions and the demand for the end products in the markets in which our customers compete. A decline in end-user demand can affect the need that customers have for our products, as well as the ability of customers to obtain credit or meet their payment obligations to us, and may increase the likelihood of customers canceling or deferring existing orders. Current and continued inflationary conditions have led, and may continue to lead, to rising prices or elevated or rising interest rates, which has had, and could continue to have, a dampening effect on overall economic activity and consumer demand for automotive products and could result in reduced demand for our products. Other adverse changes in economic conditions, including any recession, economic slowdown or disruption of credit markets, may also lead to lower demand for our products. Volatile and uncertain economic conditions can make it difficult to accurately forecast and plan future business activities. This could result in an oversupply of products relative to customer demand. Uncertain general economic conditions, geopolitical factors, such as ongoing or new trade disputes between the United States and China and other countries in which we do business, armed conflict, such as the ongoing conflicts in the Middle East and Ukraine, and public health crises may also cause weakness in demand and pricing for semiconductors across applications, and excess inventory resulting in downturns in the semiconductor industry.
Previous wording
In recent years, unfavorable economic conditions have also adversely impacted several financial institutions, and some banks have recently failed and gone into receivership. If banks and other financial institutions with whom we have banking relationships enter receivership or become insolvent in the future, we may be unable to access, and we may lose, some or all of our existing cash and cash equivalents to the extent those funds are not insured or otherwise protected by the FDIC.
Current wording
In the past, unfavorable economic conditions have also adversely impacted several financial institutions, and some banks have recently failed and gone into receivership. If banks and other financial institutions with whom we have banking relationships enter receivership or become insolvent in the future, we may be unable to access, and we may lose, some or all of our existing cash and cash equivalents to the extent those funds are not insured or otherwise protected by the FDIC.
Previous wording
Our business may be impacted by natural disasters, labor strikes, terrorism, war, intensified political unrest, or public health crises, which could disrupt our operations, or those of our suppliers or contract manufacturing facilities, disrupt our distribution channels or supply chains, delay new production and shipments of existing products or result in costly repairs, replacements or other costs, all of which would negatively impact our business. For example, the recent conflict in the Middle East created global political and economic uncertainty, which may impact to our business, customers, suppliers, employees and operations in Israel, the Middle East and elsewhere. Such events may also result in significant increases in the prices of raw materials used for manufacturing processes. Furthermore, any disaster affecting our customers (or their respective customers) may significantly negatively impact the demand for our products and therefore our revenue. Our offices in California, the production facilities of third-party wafer suppliers, integrated circuit testing and manufacturing facilities, a portion of our assembly and research and development activities, and certain other critical business operations are located in or near seismically active regions and are subject to periodic earthquakes. We do not maintain earthquake insurance and could be materially and adversely affected in the event of a major earthquake. In addition, we rely heavily on internal information and communications systems and on systems or support services from third parties to manage our operations efficiently and effectively. Any of these are subject to failure due to a natural disaster or other disruptions. System-wide or local failures that affect our information processing could have material adverse effects on our business, financial condition, results of operations and cash flows. There is also increasing concern that climate change may cause a rising number of these natural disasters with potentially dramatic effects on human activity.
Current wording
Our offices in California, the production facilities of third-party wafer suppliers, integrated circuit testing and manufacturing facilities, a portion of our assembly and research and development activities, and certain other critical business operations are located in or near seismically active regions and are subject to periodic earthquakes. Such events may also result in significant increases in the prices of raw materials used for manufacturing processes. Furthermore, any disaster affecting our customers (or their respective customers) may significantly negatively impact the demand for our products and therefore our revenue. We do not maintain earthquake insurance and could be materially and adversely affected in the event of a major earthquake. We also rely heavily on internal information and communications systems and on systems or support services from third parties to manage our operations efficiently and effectively. Any of these are subject to failure due to a natural disaster or other disruptions. System-wide or local failures that affect our information processing could have material adverse effects on our business, financial condition, results of operations and cash flows.
Previous wording
In addition, public health crises and the efforts to control such crises, have impacted, and could in the future impact our workforce and operations, and those of our customers, suppliers and logistics providers. We experienced disruption to parts of our global semiconductor supply chain and disruptions in commercial transportation infrastructure that resulted in increased customer order lead times as a result of the COVID-19 pandemic, and future public heath crises could have a similar impact on our operations. The degree to which future public health crises ultimately impacts our business and results of operations depend on many factors beyond our control and cannot be predicted.
Current wording
Additionally, public health crises and the efforts to control such crises have impacted, and could in the future impact our workforce and operations, and those of our customers, suppliers and logistics providers. Public health crises could also disrupt parts of our global semiconductor supply chain and commercial transportation infrastructure. The degree to which future public health crises ultimately impacts our business and results of operations depend on many factors beyond our control and cannot be predicted.
Previous wording
We may be party to various lawsuits and claims arising in the ordinary course of business, including claims relating to intellectual property, customer contracts, employment matters, third-party manufacturers or subcontractors, or other aspects of our business. Litigation, regardless of outcome, could result in substantial costs, reputational harm and a diversion of management’s attention and resources. The outcome of litigation is often difficult to predict, and any litigation may have a material adverse effect on our business, financial condition, results of operations and cash flows.
Current wording
We may be party to various lawsuits and claims arising in the ordinary course of business, including claims relating to intellectual property, customer contracts, employment matters, third-party manufacturers or subcontractors, mergers, acquisitions or dispositions, or other aspects of our business. Litigation, regardless of outcome, could result in substantial costs, reputational harm and a diversion of management’s attention and resources. The outcome of litigation is often difficult to predict, and any litigation may have a material adverse effect on our business, financial condition, results of operations and cash flows.
Previous wording
We are subject to U.S. laws and regulations that could limit and restrict the export of some products and services and may restrict transactions with certain customers, suppliers, business partners and other persons, including, in certain cases, dealings with or between our employees and subsidiaries. In certain circumstances, export control and economic sanctions regulations may prohibit the export of certain products, services and technologies and in other circumstances we may be required to obtain an export license before exporting the controlled item. Where export license requirements are imposed, there can be no assurance that the U.S. government will grant licenses to permit the continuation of business with these customers. Compliance with these laws and regulations could materially limit operations or sales, which would materially and adversely affect our business and results of operations.
Current wording
We are subject to U.S. laws and regulations that could limit and restrict the export of some products and services and may restrict transactions with certain customers, suppliers, business partners and other persons, including, in certain cases, dealings with or between our employees and subsidiaries. In certain circumstances, export control and economic sanctions regulations may prohibit the export of certain products, services and technologies and in other circumstances we may be required to obtain an export license before exporting the controlled item. Export-control regimes continue to evolve rapidly, including controls affecting advanced semiconductor products and computing resources; certain measures announced in early 2025 were rescinded and are expected to be re-issued in revised form, creating compliance uncertainty for us and certain customers. Licenses may be required with little notice and may not be granted on favorable timelines, if at all, which could materially limit our operations or sales. Where export license requirements are imposed, there can be no assurance that the U.S. government will grant licenses to permit the continuation of business with these customers. Compliance with these laws and regulations could materially limit operations or sales, which would materially and adversely affect our business and results of operations.
Previous wording
Our customers or suppliers could also become subject to additional U.S. regulatory scrutiny or export restrictions. For example, in May 2019, the U.S. president issued an executive order that invoked national emergency economic powers to implement a framework to regulate the acquisition or transfer of information communications technology in transactions that imposed undue national security risks. Additionally, the U.S. government continues to expand controls enacted in October 2022 restricting the ability to send certain products and technology related to semiconductors, semiconductor manufacturing to certain countries, Other foreign governments may in turn impose similar or more restrictive controls. These controls or any additional restrictions may impact our ability to export certain products to China or other countries, prohibit us from selling our products to certain of our customers, or impact our suppliers who may utilize facilities or equipment described in these controls.
Current wording
Our customers or suppliers could also become subject to additional U.S. regulatory scrutiny or export restrictions. Additionally, the U.S. government continues to expand controls enacted in October 2022 restricting the ability to send certain products and technology related to semiconductors, semiconductor manufacturing to certain countries, Other foreign governments may in turn impose similar or more restrictive controls. These controls or any additional restrictions may impact our ability to export certain products to China or other countries, prohibit us from selling our products to certain of our customers, or impact our suppliers who may utilize facilities or equipment described in these controls.
Previous wording
The semiconductor industry is subject to a variety of international, federal, state, local and non-U.S. laws and regulations governing materials used in products and the manufacturing process, pollution, environmental protection and occupational health and safety. Compliance with current or future product manufacturing, environmental and occupational health and safety laws and regulations could restrict our ability to expand our business or require us to modify processes or incur other substantial expenses which could harm business. Product manufacturing, environmental and occupational health and safety laws and regulations have tended to become more stringent over time, causing a need to redesign technologies, imposing greater compliance costs and increasing risks and penalties associated with violations, which could seriously harm business.
Current wording
The semiconductor industry is subject to a variety of international, federal, state, local and non-U.S. laws and regulations governing materials used in products and the manufacturing process, pollution, environmental protection and occupational health and safety. Compliance with current or future product manufacturing, environmental and occupational health and safety laws and regulations could restrict our ability to expand our business or require us to modify processes or incur other substantial expenses which could harm our business. Product manufacturing, environmental and occupational health and safety laws and regulations have tended to become more stringent over time, causing a need to redesign technologies, imposing greater compliance costs and increasing risks and penalties associated with violations, which could seriously harm business.
Previous wording
Additionally, companies across many industries are facing expanding mandatory and voluntary reporting, diligence, and disclosure on environmental, social, and governance (“ESG”) topics such as climate change, carbon emissions, water usage, waste management, human capital, forced labor, and risk oversight, may expand the nature, scope, and complexity of matters that we are required to control, assess, and report. We expect these rapidly changing laws, regulations, policies, interpretations, and expectations, as well as increased enforcement actions by various governmental and regulatory agencies, will continue to increase the cost of our compliance and risk management programs, which could have a material adverse effect on our business, results of operations, and financial condition. If our ESG practices and disclosures do not meet the expectations and standards of our stockholders, customers, and other industry stakeholders, our reputation and business activities also may be negatively impacted.
Current wording
Additionally, companies across many industries are facing mandatory and voluntary reporting, diligence, and disclosure on environmental, social, and governance (“ESG”) topics such as climate change, carbon emissions, water usage, waste management, human capital, forced labor, and risk oversight, may expand the nature, scope, and complexity of matters that we are required to control, assess, and report. We expect these rapidly changing laws, regulations, policies, interpretations, and expectations will continue to increase the cost of our compliance and risk management programs, which could have a material adverse effect on our business, results of operations, and financial condition. If our ESG practices and disclosures do not meet the expectations and standards of our stockholders, customers, and other industry stakeholders, our reputation and business activities also may be negatively impacted. There are also increasing legal and political efforts in various jurisdictions that seek to restrict or prohibit companies from considering environmental, social, or governance factors in business and investment decisions. We may face conflicting pressures from stakeholders. Anti-ESG legislation or regulatory actions could expose us to litigation or regulatory scrutiny or harm our reputation with certain stakeholders.
Previous wording
A majority of our consolidated revenue is generated from product sales with a final shipping destination in China, and a portion of our operations are conducted in China through Wuxi, our Chinese subsidiary that we control, and therefore, we face additional risks and uncertainties related to doing business in China in general, including but not limited to the following:
Current wording
A majority of our consolidated revenue is generated from product sales with a final shipping destination in China, and a portion of our operations are conducted in China through Wuxi, our Chinese subsidiary that we currently control and indie China Technology Co.,
Previous wording
The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value.
Current wording
The PRC legal system is a civil law system based on written statutes. Unlike under a common law system, prior court decisions under China's civil law system may be cited for reference but have limited precedential value.
Previous wording
Furthermore, the PRC legal system is based in part on government policies and internal rules. As a result, we may not be able to keep ourselves updated with these policies and rules in time. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, could materially and adversely affect our business and impede our ability to continue our operations, including the operations of our China subsidiary.
Current wording
From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights, including the legal rights of our China Subsidiaries. However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection in more developed legal systems. Furthermore, the PRC legal system is based in part on government policies and internal rules. As a result, we may not be able to keep ourselves updated with these policies and rules in time. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, could materially and adversely affect our business and impede our ability to continue our operations, including the operations of our China Subsidiaries.
Showing the first 40 of 62 pairs. Open the source sections for the rest.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
The U.S. government has continued to expand export controls restricting the ability to send certain products and technology related to semiconductors, semiconductor manufacturing, AI chips, and advanced computing technology to certain countries, including China. These controls include restrictions imposed through the Bureau of Industry and Security (BIS) Entity List and expanded licensing requirements. Other foreign governments may in turn impose similar or more restrictive controls. These controls or any additional restrictions may impact our ability to export certain products to China or other countries, prohibit us from selling our products to certain of our customers, or impact our suppliers who may utilize facilities or equipment described in these controls.
Current report — wording carried from elsewhere
Our business may be impacted by natural disasters, labor strikes, terrorism, war, intensified political unrest, or public health crises, which could disrupt our operations, or those of our suppliers or contract manufacturing facilities, disrupt our distribution channels or supply chains, delay new production and shipments of existing products or result in costly repairs, replacements or other costs, all of which would negatively impact our business. Furthermore, any disaster affecting our customers (or their respective customers) may significantly negatively impact the demand for our products and therefore our revenue. To date, the impact of the ongoing conflict in the Middle East has been minimal to our business, customers, suppliers, employees and operations in Israel, the Middle East and elsewhere, but such continued, or newly arising, armed conflict, may contribute to overall global political and economic uncertainty which may negatively impact our business.
Current report — wording carried from elsewhere
Ltd. (Shanghai), our wholly-owned subsidiary (together with Wuxi, the "Chinese Subsidiaries") and therefore, we face additional risks and uncertainties related to doing business in China in general, including but not limited to the following:
Current report — wording carried from elsewhere
We may fail to maintain effective internal control over financial reporting, which could result in materially misstated financial statements.
Current report — wording carried from elsewhere
Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the Tax Receivable Agreement.
Rearranged previous paragraphs (11)
Previous report — wording carried elsewhere
•Decline in demand for our customers’ end products could adversely impact our revenue and profitability.
Previous report — wording carried elsewhere
•A downturn in the automotive market could significantly harm our financial results.
Previous report — wording carried elsewhere
•We depend on third parties to manufacture, assemble, test and/or package our products.
Previous report — wording carried elsewhere
•We must develop new products with acceptable profit margins.
Previous report — wording carried elsewhere
•Geopolitical uncertainty could impact end customer demand and disrupt our supply chain.
Previous report — wording carried elsewhere
•Downturns or volatility in general economic conditions could harm our business.
Previous report — wording carried elsewhere
•Failure to comply with PRC laws and other obligations regarding data protection could have a material adverse effect on our business.
Previous report — wording carried elsewhere
•Intellectual property claims or litigation could significantly harm our business.
Previous report — wording carried elsewhere
•Security breaches and other cybersecurity incidents could adversely impact our business.
Previous report — wording carried elsewhere
From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights, including the legal rights of our China subsidiary. However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems.
Previous report — wording carried elsewhere
In connection with the Transaction, we entered into the Tax Receivable Agreement, which generally provides for the payment by us of 85% of certain tax benefits, if any, that we realize (or in certain cases are deemed to realize) as a result of these increases in tax basis and certain tax attributes of the ADK Blocker Group and tax benefits related to entering into the Tax